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PROSPECTUS
DatedFebruary 11, 2026
Please read Section 26 of the Companies Act 2013
100% Book Built Offer
Please scan this QR code to
view the Prospectus) AYE FINANCE LIMITED
CORPORATE IDENTITY NUMBER: U65921DL1993PLC283660
CONTACT E-MAIL AND
REGISTERED OFFICE CORPORATE OFFICE WEBSITE
PERSON TELEPHONE
M-5, Magnum House-I, Unit No. 701-711, 7th Floor, Vipul Sharma secretarial@ayefin.com https://www.ayefin.com/
Community Centre, Unitech Commercial Tower-2, Company Secretary +91 124 484 4000
Karampura, West Delhi, New Sector-45, Arya Samaj Road, and Compliance
Delhi 110 015, Delhi, India Gurgaon 122 003, Haryana, Officer
India
OUR COMPANY DOES NOT HAVE AN IDENTIFIABLE PROMOTER
DETAILS OF THE OFFER
Eligibility and reservations amongst Qualified
Fresh Issue Offer for Sale
Type Total Offer size Institutional Buyers, Non-Institutional Investors and
size size
Retail Individual Investors
Fresh Issue and Offer for Sale 55,038,759^ 23,255,812^ 78,294,571^ Equity The Offer was made pursuant to Regulation 6(2) of the
Equity Equity Shares Shares of face Securities and Exchange Board of India (Issue of Capital
Shares of of face value ₹2 value ₹2 each and Disclosure Requirements) Regulations, 2018 (“SEBI
face value each aggregating to ICDR Regulations”), as our Company did not fulfil
₹2 each aggregating to ₹10,100.00^ requirements under Regulations 6(1)(a) and 6(1)(b) of the
aggregating ₹3,000.00^ million SEBI ICDR Regulations. For further details, see “Other
to million Regulatory and Statutory Disclosures – Eligibility for
₹7,100.00^ the Offer” on page 483. For details in relation to share
million allocations and reservation among qualified institutional
buyers (“QIBs”), non-institutional investors (“NIIs” or
“Non-Institutional Investors”) and retail individual
investors (“RIIs” or “Retails Individual Investors”), see
“Offer Structure” on page 517.
^Subject to finalisation of Basis of Allotment
OFFER FOR SALE
Name of the Selling Type Number of Equity Shares of face Weighted average cost of
Shareholder value ₹2 each offer/ Amount (₹ in million) acquisition per Equity Share
(1)^# (in ₹)
Alpha Wave India I LP Corporate Selling Shareholder 2,325,581* Equity Shares bearing face value of 89.62
₹ 2 each aggregating to ₹300.00 million*
MAJ Invest Financial Inclusion Corporate Selling Shareholder 10,834,341* Equity Shares bearing face value 72.57
Fund II K/S of ₹ 2 each aggregating to ₹1,397.63 million*
CapitalG LP Corporate Selling Shareholder 6,395,348* Equity Shares bearing face value of 58.01
₹ 2 each aggregating to ₹825.00 million*
LGT Capital Invest Mauritius PCC Corporate Selling Shareholder 2,325,581* Equity Shares bearing face value of 52.17
with Cell E/VP ₹ 2 each aggregating to ₹300.00 million*
Vikram Jetley Individual Selling Shareholder 1,374,961* Equity Shares bearing face value of 2.00
₹ 2 each aggregating to ₹177.37 million*
*Subject to finalisation of Basis of Allotment.
^ Calculated on a fully diluted basis.
(1) As certified by B.B. & Associates, Chartered Accountants, bearing firm registration number 023670N, by way of their certificate dated February 11, 2026.
^ Adjusted for sub-division of face value of ₹10 per equity share to ₹ 2 per equity share pursuant to the resolution passed by the Board dated October 16, 2024 and resolution
passed by the Shareholders dated October 17, 2024.
# Cash consideration for equity shares acquired pursuant to conversion of Preference Shares into Equity Shares has been paid at the time of issuance of relevant Preference
Shares.
RISKS IN RELATION TO THE FIRST OFFER
The face value of the Equity Shares is ₹2 each. The Floor Price, Cap Price and Offer Price (as determined and justified by our Company in consultation
with the Book Running Lead Managers (“BRLMs”), in accordance with SEBI ICDR Regulations, on the basis of the assessment of market demand for
the Equity Shares by way of the Book Building Process, as stated in “Basis for Offer Price” on page 130) should not be considered to be indicative of
the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity
Shares nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford
to take the risk of losing their entire investment. Investors were advised to read the risk factors carefully before taking an investment decision in the Offer.
For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity
Shares offered in the Offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee
the accuracy or adequacy of the contents of this Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 33.
ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to
our Company and the Offer, which is material in the context of the Offer, 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 makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in
any material respect. Each of the Selling Shareholders, severally and not jointly, accepts responsibility for and confirms only the statements expressly
made or confirmed by such Selling Shareholder in this Prospectus to the extent of information solely pertaining to itself and its respective portion of the
Offered Shares and assumes responsibility that such statements are true and correct in all material respects and not misleading in any material respect.
Each of the Selling Shareholders, severally and not jointly, assumes no responsibility for any other statement, disclosures and undertakings, including,any of the statements, disclosures or undertakings made or confirmed by or in relation to our Company or its business, or any other Selling Shareholder
or any other person(s).
LISTING
The Equity Shares offered through the Red Herring Prospectus and this Prospectus are proposed to be listed on the Stock Exchanges being BSE Limited
(“BSE”) and National Stock Exchange of India Limited (“NSE” and together with BSE, the “Stock Exchanges”). For the purposes of the Offer, NSE is
the Designated Stock Exchange.
DETAILS OF BOOK RUNNING LEAD MANAGERS
Name and logo of Book Running Lead Managers Contact Person E-mail and Telephone
E-mail:
Axis Capital Limited Tosit Agarwal ayefinance.ipo@axiscap.in
Tel: +91 22 4325 2183
E-mail:
IIFL Capital Services Limited (formerly Dhruv Bhavsar / ayefinance.ipo@iiflcap.co
known as IIFL Securities Limited) Pawan Kumar m
Jain Tel: + 91 22 4646 4728
E-mail:
JM Financial Limited Prachee Dhuri ayefinance.ipo@jmfl.com
Tel: +91 22 6630 3030
E-mail:
Nuvama Wealth Management Limited Lokesh Shah ayefinance@nuvama.com
Tel: + 91 22 4009 4400
REGISTRAR TO THE OFFER
Name of the Registrar Contact person E-mail and Telephone
E-mail: ayefinance.ipo@kfintech.com
KFin Technologies Limited M. Murali Krishna
Tel: +91 40 6716 2222
BID/OFFER PERIOD
FRIDAY, MONDAY,
Bid/Offer Opened WEDNESDAY,
Anchor Investor Bidding Date FEBRUARY 6, FEBRUARY 9, Bid/Offer Closed on
on FEBRUARY 11, 2026(1)
2026 2026
(1) The UPI mandate end time and date was at 5:00 p.m. on the Bid/Offer Closing Date.PROSPECTUS
Dated February 11, 2026
Please read Section 26 of the Companies Act 2013
100% Book Built Offer
AYE FINANCE LIMITED
Our Company was incorporated on August 12, 1993, as a private limited company under the Companies Act 1956, under the name ‘Doda Finance Private Limited’, at Jalandhar, Punjab pursuant to a certificate of incorporation issued
by the Registrar of Companies, Punjab, Himachal Pradesh and Chandigarh. The name of our Company was changed to ‘Aye Finance Private Limited’ pursuant to resolutions dated February 17, 2014 and March 15, 2014, passed by our
Board and our Shareholders respectively, and a fresh certificate of incorporation dated March 28, 2014, was issued to our Company by the Registrar of Companies, Punjab and Chandigarh consequent to the change of name. Subsequent
to a change in our registered office from the state of Punjab to the National Capital Territory of Delhi pursuant to resolutions dated July 22, 2014 and August 18, 2014 passed by our Board and our Shareholders, respectively, and a fresh
certificate of registration dated August 10, 2015, was issued by the Registrar of Companies, Delhi and Haryana at New Delhi (“RoC”). Upon the conversion of our Company to a public limited company, pursuant to resolutions dated
October 16, 2024 and October 17, 2024 passed by our Board and our Shareholders respectively, the name of our Company was changed to “Aye Finance Limited”. A fresh certificate of incorpor ation dated December 10, 2024 was
issued by the RoC consequent to our Company’s conversion into a public limited company. For details of changes in registered office of our Company, see “History and Certain Corporate Matters-Changes in our Registered Office”
on page 275.
Prior to the change of the name of our Company from Doda Finance Private Limited to Aye Finance Private Limited, the Reserve Bank of India (“RBI”) had granted a certificate of registration dated December 15, 2000 bearing no. B-
06.00369 for registration as a non-banking financial company (“NBFC”) under Section 45-IA of the Reserve Bank of India Act, 1934 (“RBI Act”). Subsequently, the RBI granted a certificate of registration dated November 27, 2015,
bearing no. B-14.03323 to our Company, for registration as an NBFC under Section 45-IA of the RBI Act. Additionally, RBI granted a certificate of registration dated March 25, 2025, bearing no. B-14.03323, to our Company, for
registration as an NBFC under Section 45-IA of the Reserve Bank of India Act, 1934, post change of name of Company from Aye Finance Private Limited to Aye Finance Limited.
Corporate Identity Number: U65921DL1993PLC283660
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Contact Person: Vipul Sharma, Company Secretary and Compliance Officer; E-mail: secretarial@ayefin.com
Website: https://www.ayefin.com/
OUR COMPANY DOES NOT HAVE AN IDENTIFIABLE PROMOTER
INITIAL PUBLIC OFFERING OF 78,294,571* EQUITY SHARES OF FACE VALUE OF ₹2 EACH (THE “EQUITY SHARES”) OF AYE FINANCE LIMITED (“COMPANY” OR “ISSUER”) FOR CASH AT A PRICE
OF ₹129.00 PER EQUITY SHARE (THE “OFFER PRICE”) AGGREGATING TO ₹10,100.00* MILLION (THE “OFFER”) COMPRISING A FRESH ISSUE OF 55,038,759* EQUITY SHARES AGGREGATING TO
₹7,100.00* MILLION (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF 23,255,812* EQUITY SHARES AGGREGATING TO ₹3,000.00 MILLION (THE “OFFER FOR SALE”), COMPRISING AN OFFER FOR
SALE OF 2,18,80,851* EQUITY SHARES AGGREGATING TO ₹2,822.63* MILLION BY CORPORATE SELLING SHAREHOLDERS (AS DEFINED HEREINAFTER) AND 1,374,961* EQUITY SHARES
AGGREGATING TO ₹177.37 MILLION BY INDIVIDUAL SELLING SHAREHOLDER (AS DEFINED HEREINAFTER) (TOGETHER, THE “SELLING SHAREHOLDERS”, AND SUCH EQUITY SHARES, THE
“OFFERED SHARES”). THE OFFER WOULD CONSTITUTE 31.73% OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL.
*Subject to finalization of Basis of Allotment
THE PRICE BAND AND THE MINIMUM BID LOT WERE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BRLMS AND WERE ADVERTISED IN ALL EDITIONS OF FINANCIAL EXPRESS,
AN ENGLISH NATIONAL DAILY NEWSPAPER AND ALL EDITIONS OF JANSATTA, A HINDI NATIONAL DAILY NEWSPAPER (HINDI ALSO BEING THE REGIONAL LANGUAGE OF NEW DELHI, WHERE
OUR REGISTERED OFFICE IS LOCATED), EACH WITH A WIDE CIRCULATION IN ACCORDANCE WITH THE SEBI ICDR REGULATIONS AND WERE MADE AVAILABLE TO STOCK EXCHANGES FOR
UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH THE SEBI ICDR REGULATIONS.
The Offer was made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations. The Offer was made through the Book Building Process, in compliance with Regulation 6(2) of the
SEBI ICDR Regulations, wherein at least 75% of the Offer was made available for allocation on a proportionate basis to QIBs (the “QIB Category”), provided that our Company in consultation with the BRLMs,
allocated 60% of the QIB Category to Anchor Investors (as defined hereinafter), on a discretionary basis (the “Anchor Investor Portion”), of which 33.33% of the Anchor Investor Portion shall be reserved for domestic
Mutual Funds and 6.67% of the Anchor Investment Portion shall be reserved for life insurance companies and pension funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at
which Equity Shares are allocated to Anchor Investors. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares were added to the QIB Category (excluding the
Anchor Investor Portion) (“Net QIB Category”). Further, 5% of the QIB Category shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder of the Net QIB Category was available
for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. If at least 75% of the Offer cannot be Allotted to QIBs, then the entire
application money will be refunded forthwith. Further, not more than 15% of the Offer was available for allocation to Non-Institutional Investors (the “Non-Institutional Category”) of which one-third of the Non-
Institutional Category was made available for allocation to Bidders with an application size of more than ₹200,000 and up to ₹1,000,000 and two-thirds of the Non-Institutional Category was available for allocation to
Bidders with an application size of more than ₹1,000,000 and under-subscription in either of these two sub-categories of Non-Institutional Category may be allocated to Bidders in the other sub-category of Non-
Institutional Category in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. The allocation to each Non-Institutional Investor shall not be less than the minimum
application size, subject to availability of Equity Shares in the Non-Institutional Category and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis in accordance with the conditions
specified in this regard in Schedule XIII of the SEBI ICDR Regulations. Further, not more than 10% of the Offer were made available for allocation to Retail Individual Investors (the “Retail Category”) in accordance
with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All Bidders (other than Anchor Investors) were required to mandatorily participate in this Offer through the Application
Supported by Blocked Amount (“ASBA”) process and were required to provide details of their respective bank account (including UPI ID for UPI Bidders (defined hereinafter)) in which the Bid Amount was blocked
by the SCSBs or the Sponsor Bank(s), as the case may be. Anchor Investors were not permitted to participate in the Offer through the ASBA process. For details, specific attention is invited to “Offer Procedure” on
page 521.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public offer of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹2 each. The Floor Price, Cap Price and Offer Price (as determined and
justified by our Company in consultation with the Book Running Lead Managers, in accordance with SEBI ICDR Regulations, on the basis of the assessment of market demand for the Equity Shares by way of the Book
Building Process, as stated in “Basis for Offer Price” on page 130) should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given
regarding an active or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are
advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the
risks involved. The Equity Shares offered in the Offer have not been recommended or approved by SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this Prospectus. Specific attention of the
investors is invited to “Risk Factors” on page 33.
ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Offer, which is material in the context of
the Offer, 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 makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect. Each of the
Selling Shareholders, severally and not jointly, accepts responsibility for and confirms only the statements expressly made or confirmed by such Selling Shareholder in this Prospectus to the extent of information solely
pertaining to itself and its portion of the Offered Shares and assumes responsibility that such statements are true and correct in all material respects and not misleading in any material respect. Each of the Selling
Shareholders, severally and not jointly, assumes no responsibility for any other statement disclosures and undertakings, including, any of the statements, disclosures or undertakings made or confirmed by or in relation
to our Company or its business, or any other Selling Shareholder or any other person(s).
LISTING
The Equity Shares offered through the Red Herring Prospectus and this Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received in-principle approvals from BSE and NSE for the listing
of the Equity Shares pursuant to letters each dated March 5, 2025. For the purpose of this Offer, NSE is the Designated Stock Exchange. A signed copy of the Red Herring Prospectus has been filed with the RoC and a
signed copy of this Prospectus is filed with the RoC in accordance with Section 26(4) and Section 32 of the Companies Act 2013, respectively. For details of the material contracts and documents available for inspection
from the date of the Red Herring Prospectus up to the Bid/Offer Closing Date, see “Material Contracts and Documents for Inspection” on page 592.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER
Axis Capital Limited IIFL Capital Services Limited JM Financial Limited Nuvama Wealth Management Limited KFin Technologies Limited
1st Floor, Axis House, (formerly known as IIFL Securities Limited) 7th Floor, Cnergy, 801-804, Wing A, Building No 3 301, The Centrium, 3rd floor,
P.B. Marg, Worli, 24th Floor, One Lodha Place, Appasaheb Marathe Marg Inspire BKC, G Block, Lal Bahadur Shashtri road, Nav Pada,
Mumbai 400 025, Senapati Bapat Marg, Prabhadevi, Bandra Kurla Complex, Bandra East, Kurla (west), Mumbai- 400 070,
Maharashtra, India Lower Parel (West), Mumbai 400 025, Mumbai 400 051, Maharashtra, India
Tel: +91 22 4325 2183 Mumbai 400 013, Maharashtra, India Maharashtra, India Tel: +91 40 6716 2222
E-mail: ayefinance.ipo@axiscap.in Maharashtra, India Tel: +91 22 6630 3030 Tel: + 91 22 4009 4400 E-mail: ayefinance.ipo@kfintech.com
Website: www.axiscapital.co.in Tel: +91 22 4646 4728 E-mail: ayefinance.ipo@jmfl.com E-mail: ayefinance@nuvama.com Investor grievance e-mail:
Investor grievance e-mail: E-mail: ayefinance.ipo@iiflcap.com Website: www.jmfl.com Website:www.nuvama.com einward.ris@kfintech.com
complaints@axiscap.in Website: www.iiflcapital.com Investor grievance e-mail: Investor grievance e-mail: Contact Person: M Murali Krishna
Contact person: Tosit Agarwal Investor grievance e-mail: ig.ib@iiflcap.com grievance.ibd@jmfl.com customerservice.mb@nuvama.com SEBI registration no.: INR000000221
SEBI registration no.: INM000012029 Contact person: Dhruv Bhavsar/ Pawan Kumar Jain Contact person: Prachee Dhuri Contact person: Lokesh Shah
SEBI registration no.: INM000010940 SEBI registration no.: INM000010361 SEBI registration no.: INM000013004
BID/OFFER PERIOD
Anchor Investor FRIDAY, FEBRUARY MONDAY, WEDNESDAY,
Bidding Date 6, 2026
Bid/Offer Opened on
FEBRUARY 9, 2026
Bid/Offer Closed on
FEBRUARY 11, 2026(1)
(1) The UPI mandate end time and date was at 5:00 p.m. on the Bid/Offer Closing Date.(This page is intentionally left blank)TABLE OF CONTENTS
SECTION I – GENERAL .................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS ..................................................................................................... 1
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION ............................................................................................................ 15
FORWARD-LOOKING STATEMENTS ................................................................................................... 19
SUMMARY OF THIS PROSPECTUS ........................................................................................................ 21
SECTION II – RISK FACTORS ...................................................................................................................... 33
SECTION III – INTRODUCTION ................................................................................................................... 78
THE OFFER .................................................................................................................................................. 78
SUMMARY OF FINANCIAL INFORMATION ....................................................................................... 80
GENERAL INFORMATION ....................................................................................................................... 85
CAPITAL STRUCTURE .............................................................................................................................. 95
OBJECTS OF THE OFFER ....................................................................................................................... 124
BASIS FOR OFFER PRICE ...................................................................................................................... 130
STATEMENT OF POSSIBLE TAX BENEFITS ..................................................................................... 148
SECTION IV: ABOUT OUR COMPANY ..................................................................................................... 154
INDUSTRY OVERVIEW ........................................................................................................................... 154
OUR BUSINESS .......................................................................................................................................... 218
KEY REGULATIONS AND POLICIES IN INDIA .................................................................................. 256
HISTORY AND CERTAIN CORPORATE MATTERS ......................................................................... 275
OUR MANAGEMENT ............................................................................................................................... 283
OUR PRINCIPAL SHAREHOLDERS ..................................................................................................... 302
DIVIDEND POLICY ................................................................................................................................... 303
SECTION V – FINANCIAL STATEMENTS ................................................................................................ 304
RESTATED FINANCIAL STATEMENTS .............................................................................................. 304
OTHER FINANCIAL INFORMATION ................................................................................................... 400
CAPITALISATION STATEMENT ........................................................................................................... 406
FINANCIAL INDEBTEDNESS ................................................................................................................. 407
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS ...................................................................................................................................... 410
SELECTED STATISTICAL INFORMATION ........................................................................................ 449
SECTION VI – LEGAL AND OTHER INFORMATION ........................................................................... 476
OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS .............................. 476
GOVERNMENT AND OTHER APPROVALS ........................................................................................ 479
OUR GROUP COMPANIES ...................................................................................................................... 481
OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................... 482
SECTION VII – OFFER RELATED INFORMATION ............................................................................... 510
TERMS OF THE OFFER ........................................................................................................................... 510
OFFER STRUCTURE ................................................................................................................................ 517
OFFER PROCEDURE................................................................................................................................ 521
RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ........................................ 541
SECTION VIII – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ................................ 543
SECTION IX – OTHER INFORMATION .................................................................................................... 592
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ................................................ 592
DECLARATION ......................................................................................................................................... 595SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS
Unless the context otherwise indicates or implies or unless otherwise specified, the following terms and
abbreviations have the following meanings in this Prospectus, and references to any statute or rules or guidelines
or regulations or circulars or notifications or policies will include any amendments, clarifications, modifications,
replacements or re-enactments notified thereto, from time to time.
Unless the context otherwise indicates, all references to “the Company”, and “our Company”, are references to
Aye Finance Limited, a public limited company incorporated in India under the Companies Act 1956 with its
Registered Office at M-5, Magnum House-I, Community Centre, Karampura, West Delhi, New Delhi 110 015,
Delhi, India. Furthermore, unless the context otherwise indicates, all references to the terms “we”, “us” and “our”
are to our Company and our Subsidiary (as defined below).
The words and expressions used but not defined in this Prospectus will (to the extent applicable) have the same
meaning as assigned to such terms under the Companies Act 2013, the Securities and Exchange Board of India
Act, 1992, (the “SEBI Act”), the SEBI ICDR Regulations, the Securities Contracts (Regulation) Act, 1956 (the
“SCRA”), the Depositories Act, 1996 (the “Depositories Act”) and the rules and regulations made thereunder.
Notwithstanding the foregoing, terms defined in “Basis for Offer Price”, “Statement of Possible Special Tax
Benefits”, “Industry Overview”, “Key Regulations and Policies in India”, “Financial Statements”,
“Outstanding Litigation and Other Material Developments”, “Government and Other Approvals” and “Main
Provisions of the Articles of Association”, on pages 130,148, 154, 256, 304, 476, 479 and 543, respectively, will
have the meaning ascribed to such terms in the respective sections.
Company Related Terms
Term Description
A91 and Waterfield Entities Together, A91 Emerging Fund I LLP and Waterfield Alternative Investments Fund I
A91 Director The director that may be nominated by A91 Emerging Fund I LLP on our Board
ABC Impact IMP2 Assets Pte. Ltd.
ABC Impact Director The director that may be nominated by ABC Impact on our Board
Alpha Wave Alpha Wave India I LP
Alpha Wave Director The director that may be nominated by Alpha Wave on our Board
Articles of Association/ The articles of association of our Company, as amended from time to time
Articles/AoA
Audit Committee The audit committee of our Board, as described in “Our Management – Board committees”
on page 290
Auditors/Statutory Auditors The current statutory auditors of our Company, being S S Kothari Mehta & Co. LLP,
Chartered Accountants
BII British International Investment plc
BII Director The director that may be nominated by BII on our Board
Board/Board of Directors The board of directors of our Company, or a duly constituted committee thereof, as constituted
from time to time
CapitalG Entities Together, CapitalG LP and CapitalG International LLC
CapitalG Director The director that may be nominated by CapitalG Entities on our Board
Chief Financial Officer The chief financial officer of our Company, including any interim chief financial officer as
described in “Our Management” on page 283
Committee(s) Duly constituted committee(s) of our Board
Company Secretary and The company secretary and compliance officer of our Company, as described in “Our
Compliance Officer Management” on page 283
Corporate Office Unit No. 701-711, 7th Floor, Unitech Commercial Tower-2, Sector-45, Arya Samaj Road,
Gurgaon 122 003, Haryana, India
Corporate Selling Collectively, Alpha Wave India I LP, CapitalG LP, MAJ Invest Financial Inclusion Fund II
Shareholder(s) K/S, and LGT Capital Invest Mauritius PCC with Cell E/VP
Corporate Social The corporate social responsibility committee of our Board, as described in “Our
Responsibility Committee Management – Board committees – Corporate Social Responsibility Committee” on page
296
Director(s) The director(s) on our Board of Directors, as described in “Our Management” on page 283
Elevation Capital Elevation Capital V Limited
Elevation Capital Director The director that may be nominated by Elevation Capital on our Board
1Term Description
Employee Stock Option Collectively, the ESOP 2016, ESOP 2020 and ESOP 2024
Plans
Equity Shares The equity shares of our Company of face value of ₹2 each
ESOP 2016 Aye Finance Employee Stock Option Plan 2016 as described in “Capital Structure –
Employee Stock Option Schemes- ESOP 2016” on page 111
ESOP 2020 Aye Finance Employee Stock Option Plan 2020 as described in “Capital Structure –
Employee Stock Option Schemes- ESOP 2020” on page 115
ESOP 2024 Aye Finance Employee Stock Option Plan 2024 as described in “Capital Structure –
Employee Stock Option Schemes- ESOP 2024” on page 119
Executive Director(s) Executive director(s) on our Board, as described in “Our Management” on page 283
FAME Foundation for Advancement of Micro Enterprises. For details, see “History and Certain
Corporate Matters – Our Subsidiary, associates and Joint Ventures” on page 280
Group Company Companies (other than our Subsidiary) with which there were related party transactions as
disclosed in the Restated Financial Statements as covered under the applicable accounting
standards, and any other companies as considered material by our Board, in accordance with
the Materiality Policy, as described in “Our Group Companies” on page 481
Independent Director(s) Independent director(s) on our Board, as described in “Our Management” on page 283
Individual Selling Vikram Jetley
Shareholder
Investor Director Collectively, A91 Director, Alpha Wave Director, ABC Impact Director, BII Director,
CapitalG Director, Elevation Capital Director and LGT Capital Director as described under
“History and Certain Corporate Matters- Summary of key agreements and shareholders’
agreements” on page 279.
IPO Committee The IPO committee of our Board, constituted by our Board pursuant to its resolution dated
December 11, 2024
Key Managerial Personnel / Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI ICDR
KMP Regulations and as described in “Our Management – Key Managerial Personnel and Senior
Management – Key Managerial Personnel” on page 298
LGT Capital LGT Capital Invest Mauritius PCC with Cell E/VP
LGT Capital Director The director that may be nominated by LGT Capital on our Board
Managing Director or MD Managing Director on our Board, as described in “Our Management” on page 283
Materiality Policy The policy adopted by our Board pursuant to its resolution dated November 30, 2025 for
identification of material companies to be disclosed as group companies, material
outstanding litigation, material creditors and outstanding dues to such creditors, in
accordance with the requirements under the SEBI ICDR Regulations
Memorandum The memorandum of association of our Company, as amended from time to time
of Association
Nomination and The nomination and remuneration committee of our Board, as described in “Our Management
Remuneration Committee – Board committees” on page 289
Non-Executive Director Non-executive director on our Board, as described in “Our Management” on page 283
Preference Shares Collectively, Series A CCPS, Series A1 CCPS, Series B CCPS, Series C CCPS, Series D
CCPS, Series E CCPS and Series F CCPS
Previous Statutory Auditors The previous statutory auditors of our Company, being S. R. Batliboi & Associates LLP,
Chartered Accountants
Registered Office The registered office of our Company, situated at M-5, Magnum House-I, Community Centre,
Karampura, West Delhi, New Delhi 110 015, Delhi, India
Restated Financial Our restated financial statements which comprises the restated statement of assets and
Statements liabilities, the restated statement of profit and loss (including other comprehensive income),
the restated statement of changes in equity and the restated statement of cash flows as at and
for the six months ended September 30, 2025 and September 30, 2024 and for the Financial
Years ended March 31, 2025, March 31, 2024 and March 31, 2023 together with the annexures
and the notes thereto, which are derived from the special purpose interim financial statements
as at and for the six months ended September 30, 2025 and September 30, 2024 and the audited
financial statement as at for the Financial Years ended March 31, 2025, March 31, 2024 and
March 31, 2023, prepared in accordance with Ind AS and as per Ind AS Rules notified under
Section 133 of the Companies Act 2013, and restated in accordance with the SEBI ICDR
Regulations and the ICAI Guidance Note on Company Prospectuses (Revised 2019) issued by
the Institute of Chartered Accountants of India, as amended from time to time, and included in
“Financial Statements” on page 304
Risk Management The risk management committee of our Board, as described in “Our Management – Board
Committee committees” on page 289
RoC/Registrar of Companies Registrar of Companies, Delhi and Haryana at New Delhi
Selling Shareholders Together, Corporate Selling Shareholders and Individual Selling Shareholder
2Term Description
Senior Management Senior management of our Company in terms of Regulation 2(1)(bbbb) of the SEBI ICDR
Regulations, and as disclosed in “Our Management – Key Managerial Personnel and
Senior Management – Senior Management” on page 298
Series A CCPS Series A compulsory convertible preference shares of our Company of face value of ₹10, as
described in “Capital Structure – Share capital history of our Company” on page 97
Series A1 CCPS Series A1 compulsory convertible preference shares of our Company of face value of ₹10,
as described in “Capital Structure – Share capital history of our Company” on page 97
Series B CCPS Series B compulsory convertible preference shares of our Company of face value of ₹10, as
described in “Capital Structure – Share capital history of our Company” on page 97
Series C CCPS Series C compulsory convertible preference shares of our Company of face value of ₹10, as
described in “Capital Structure – Share capital history of our Company” on page 97
Series D CCPS Series D compulsory convertible preference shares of our Company of face value of ₹10, as
described in “Capital Structure – Share capital history of our Company” on page 97
Series E CCPS Series E compulsory convertible preference shares of our Company of face value of ₹10, as
described in “Capital Structure – Share capital history of our Company” on page 97
Series F CCPS Series F compulsory convertible preference shares of our Company of face value of ₹20, as
described in “Capital Structure – Share capital history of our Company” on page 97
SHA Amended and restated shareholders’ agreement dated September 18, 2024 entered into by
and among (i) our Company, (ii) IMP2 Assets Pte. Ltd., British International Investment
plc, Waterfield Alternative Investments Fund I, Elevation Capital V Limited, A91 Emerging
Fund I LLP, LGT Capital Invest Mauritius PCC with Cell E/VP, CapitalG LP, CapitalG
International LLC, Alpha Wave India I LP and MAJ Invest Financial Inclusion Fund II K/S,
(iii) Umesh Kumar Gupta and Gitika Gupta (jointly), Ashok Prabhakar Nadkarni, Deepa
Pandit and Sumant Misra, (iv) Sanjay Sharma, Shvet Corporation LLP, Shankh Corporation
LLP and (v) Namrata Sharma. For further details, see “History and Certain Corporate
Matters – Summary of key agreements and shareholders’ agreements” on page 279
SHA Amendment The amendment and waiver agreement to the SHA dated December 12, 2024. For further
Agreement details, see “History and Certain Corporate Matters – Summary of key agreements and
shareholders’ agreements” on page 279
Shareholders The holders of the Equity Shares from time to time
Stakeholders’ Relationship The stakeholders’ relationship committee of our Board, as described in “Our Management –
Committee Board committees” on page 289
Subsidiary The subsidiary of our Company as on the date of this Prospectus is FAME. For further details,
see “History and Certain Corporate Matters – Our Subsidiary, Associates and Joint
Ventures” on page 280
Offer Related Terms
Term Description
Abridged Prospectus Abridged prospectus means a memorandum containing such salient features of a prospectus as
may be specified by the SEBI in this behalf
Acknowledgment Slip The slip or document issued by the relevant Designated Intermediary(ies) to a Bidder as proof of
registration of the Bid cum Application Form
Addendum The Addendum dated September 11, 2025 to the DRHP filed with SEBI and Stock Exchanges
and issued in accordance with the SEBI ICDR Regulations, which did not contain complete
particulars of the price at which our Equity Shares will be Allotted and the size of the Offer and
includes any addenda or corrigenda thereto
Allotment Advice The note or advice or intimation of Allotment, sent to each successful Bidder who has been or is
to be Allotted the Equity Shares after approval of the Basis of Allotment by the Designated Stock
Exchange
Allotted/Allotment/Allot Unless the context otherwise requires, allotment of Equity Shares offered pursuant to the Fresh
Issue and transfer of the Offered Shares pursuant to the Offer for Sale to successful Bidders
Allottee A successful Bidder to whom the Equity Shares are Allotted
Anchor Investor A QIB, who applied under the Anchor Investor Portion in accordance with the requirements
specified in the SEBI ICDR Regulations and the Red Herring Prospectus and who had Bid for
an amount of at least ₹100 million
Anchor Investor Allocation The price at which Equity Shares were allocated to the Anchor Investors in terms of the Red
Price Herring Prospectus and this Prospectus. The Anchor Investor Allocation Price was determined
by our Company in consultation with the BRLMs on the Anchor Investor Bidding Date
Anchor Investor The application form used by an Anchor Investor to make a Bid in the Anchor Investor Portion
Application Form and was considered as an application for Allotment in terms of the Red Herring Prospectus
and this Prospectus
Anchor Investor Bidding The day, being one Working Day prior to the Bid/Offer Opening Date on which Bids by
Date Anchor Investors were submitted, prior to and after which BRLMs did not accept any Bids
from Anchor Investors, and allocation to the Anchor Investors was completed
3Term Description
Anchor Investor Offer Price The final price being ₹ 129.00 per Equity Share of face value of ₹2 each at which the Equity
Shares were Allotted to Anchor Investors in terms of the Red Herring Prospectus and this
Prospectus, which was a price equal to or higher than the Offer Price but not higher than the
Cap Price. The Anchor Investor Offer Price was decided by our Company in consultation with
the BRLMs
Anchor Investor Pay-in With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date
Date
Anchor Investor Portion 60% of the QIB Category, which was allocated by our Company in consultation with the
BRLMs, to Anchor Investors, on a discretionary basis, in accordance with the SEBI ICDR
Regulations. 33.33% of the Anchor Investor Portion was reserved for domestic Mutual Funds
and 6.67% of the Anchor Investment Portion was reserved for life insurance companies and
pension funds, subject to valid Bids being received from domestic Mutual Funds at or above
the Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations
Application Supported by An application (whether physical or electronic) by an ASBA Bidder to make a Bid authorizing
Blocked Amount/ASBA the relevant SCSB to block the Bid Amount in the relevant ASBA Account and included
application made by UPI Bidders, where the Bid Amount were blocked upon acceptance of
UPI Mandate Request by UPI Bidders
ASBA Account A bank account maintained with an SCSB by an ASBA Bidder, as specified in the ASBA
Form submitted by ASBA Bidders for blocking the Bid Amount mentioned in the relevant
ASBA Form which may be blocked by such SCSB or the account maintained by a UPI Bidder
linked to a UPI ID, which is blocked upon acceptance of a UPI Mandate Request made by the
UPI Bidders, to the extent of the Bid Amount of the ASBA Bidders
ASBA Bidders All Bidders except Anchor Investors
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to submit Bids,
which was considered as the application for Allotment in terms of the Red Herring Prospectus
and this Prospectus
Axis Axis Capital Limited
Banker(s) to the Offer Collectively, the Escrow Collection Bank(s), Refund Bank(s), Public Offer Account Bank(s)
and the Sponsor Bank(s), as the case may be
Basis of Allotment The basis on which the Equity Shares will be Allotted to successful Bidders under the Offer,
described in “Offer Procedure” on page 521
Bid An indication to make an offer during the Bid/Offer Period by an ASBA Bidder pursuant to the
submission of an ASBA form, or on the Anchor Investor Bidding Date by an Anchor Investor,
pursuant to submission of a Bid cum Application Form, to subscribe to or purchase our Equity
Shares at a price within the Price Band. The term ‘Bidding’ shall be construed accordingly
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and paid by the
Bidder or blocked in the ASBA Account of the ASBA Bidder, as the case may be, upon
submission of the Bid in the Offer, as applicable
In the case of Retail Individual Investors Bidding at the Cut-off Price, the Bid Amount was
the Cap Price multiplied by the number of Equity Shares Bid for by such Retail Individual
Investor and mentioned in the Bid cum Application Form
Bid cum Application Form The form in terms of which the Bidder made Bid, including an ASBA Form and a Anchor
Investor Application Form, and which were considered as the application for the Allotment
pursuant to the terms of the Red Herring Prospectus and this Prospectus
Bid Lot 116 Equity Shares and in multiples of 116 Equity Shares thereafter
Bid/Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which the
Designated Intermediaries did not accept any Bid, being Wednesday, February 11, 2026, which
was published in all editions of Financial Express (a widely circulated English national daily
newspaper), and all editions of Jansatta (a widely circulated Hindi national daily newspaper),
Hindi being the regional language of New Delhi, India, where our Registered Office is located)
Bid/Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the
Designated Intermediaries started accepting Bids, being Monday, February 9, 2026, which was
published in all editions of Financial Express (a widely circulated English national daily
newspaper) and all editions of Jansatta (a widely circulated Hindi national daily newspaper),
Hindi being the regional language of New Delhi, India, where our Registered Office is located).
Bid/Offer Period Except in relation to any Bids received from the Anchor Investors, the period between the
Bid/Offer Opening Date and the Bid/Offer Closing Date, inclusive of both days
Bidder/ Applicant Any investor who made a Bid pursuant to the terms of the Red Herring Prospectus, this
Prospectus and the Bid cum Application Form and unless otherwise stated or implied, and
includes an Anchor Investor
Bidding Centres Centres at which the Designated Intermediaries accepted the Bid cum Application Forms, being
the Designated SCSB Branches for SCSBs, Specified Locations for the Syndicate, Broker
4Term Description
Centres for Registered Brokers, Designated RTA Locations for RTAs and Designated CDP
Locations for CDPs
Book Building Process The book building process as described in Part A of Schedule XIII of the SEBI ICDR
Regulations, in terms of which the Offer was made
Book Running Lead The book running lead managers to the Offer, in this case being Axis, IIFL, JM Financial and
Managers/BRLMs Nuvama
Broker Centres Broker centres of the Registered Brokers where ASBA Bidders submitted the ASBA Forms (in
case of UPI Bidders only ASBA Forms under UPI) 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 respective websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com,
and updated from time to time
Cap Price The higher end of the Price Band being ₹ 129.00 and 64.50 times the face value
Cash Escrow and Sponsor The agreement dated February 3, 2026 entered into amongst our Company, the Selling
Bank Agreement Shareholders, the Members of Syndicate, the Registrar to the Offer, the BRLMs and the
Banker(s) to the Offer for, among other things, appointment of the Escrow and Sponsor
Bank(s), collection of the Bid Amounts from the Anchor Investors, transfer of funds to the
Public Offer Account, and where applicable, remitting refunds, if any, to such Bidders, on the
terms and conditions thereof.
Client ID Client identification number maintained with one of the Depositories in relation to the demat
account.
Collecting Depository A depository participant, as defined under the Depositories Act, 1996 and registered under SEBI
Participants/CDPs Act and who was eligible to procure Bids at the Designated CDP Locations in terms of circular
no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the UPI Circulars, issued
by SEBI and the Stock Exchanges, as per the list available on the websites of the Stock
Exchanges, www.bseindia.com and www.nseindia.com, as updated from time to time.
Collecting Registrar and Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the
Share Transfer Designated RTA Locations in terms of circular no. (CIR/CFD/POLICYCELL/11/2015) dated
Agents/RTAs November 10, 2015 issued by SEBI as per the list available on the respective websites of the
Stock Exchanges (www.bseindia.com and www.nseindia.com), as updated from time to time, as
updated from time to time and the UPI Circulars.
Confirmation of Allocation Notice or intimation of allocation of the Equity Shares to be sent to Anchor Investors, who have
Note/CAN been allocated the Equity Shares, on or after the Anchor Investor Bidding Date.
Cut-off Price The Offer Price, finalised by our Company in consultation with the BRLMs , being ₹129.00 per
Equity Share of face value of ₹2 each. Only Retail Individual Investors Bidding under the Retail
Category were entitled to Bid at the Cut-off Price. QIBs (including Anchor Investors) and Non-
Institutional Investors were not entitled to Bid at the Cut-off Price.
Demographic Details The details of the Bidders including the Bidder’s address, name of the Bidder’s father/husband,
investor status, occupation, bank account details and UPI ID, as applicable
Designated CDP Locations Such centres of the Collecting Depository Participants where ASBA Bidders submitted the
ASBA Forms (in case of UPI Bidders only ASBA Forms under UPI). The details of such
Designated CDP Locations, along with the names and contact details of the CDPs eligible to
accept ASBA Forms are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com) and updated from time to time
Designated Date The date on which the funds from the Escrow Account were transferred to the Public Offer
Account or the Refund Account, as appropriate, and the relevant amounts blocked in the
ASBA Accounts are transferred to the Public Offer Account(s) and/or were unblocked, as
applicable, in terms of the Red Herring Prospectus and this Prospectus, after finalization of
the Basis of Allotment in consultation with the Designated Stock Exchange, following which
the Board of Directors may Allot Equity Shares to successful Bidders in the Offer
Designated Intermediaries SCSBs, Syndicate, sub-Syndicate, Registered Brokers, CDPs and RTAs who were authorised
to collect ASBA Forms from the ASBA Bidders, in relation to the Offer.
Designated RTA Locations Such centres of the RTAs where ASBA Bidders submitted the ASBA Forms (in case of UPI
Bidders, only ASBA Forms under UPI). The details of such Designated RTA Locations, along
with the names and contact details of the RTAs eligible to accept ASBA Forms are available on
the respective websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com) and
updated from time to time
Designated SCSB Such branches of the SCSBs which collected the ASBA Forms used by the Bidders, a list of
Branches which is available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35,
updated from time to time, or at such other website as may be prescribed by SEBI from time
to time
Designated Stock Exchange NSE
Draft Red Herring The draft red herring prospectus dated December 16, 2024 filed with SEBI and Stock Exchanges
Prospectus/DRHP and issued in accordance with the SEBI ICDR Regulations, which does not contain complete
5Term Description
particulars of the price at which our Equity Shares will be Allotted and the size of the Offer, and
read with the Addendum
Eligible FPI(s) FPIs that were eligible to participate in this Offer in terms of applicable laws, other than
individuals, corporate bodies and family offices, and from such jurisdictions outside India
where it is not unlawful to make an offer/invitation under the Offer and in relation to whom
the Bid cum Application Form and the Red Herring Prospectus constituted an invitation to
subscribe to the Equity Shares offered thereby
Eligible NRI(s) A non-resident Indian, resident in a jurisdiction outside India where it is not unlawful to make an
offer or invitation under the Offer and in relation to whom the Red Herring Prospectus and the
Bid Cum Application Form constitutes an invitation to subscribe or purchase for the Equity
Shares
Escrow Account(s) Account(s) opened with the Escrow Collection Bank for the Offer and in whose favour the
Anchor Investors transferred money through direct credit or NEFT or RTGS or NACH in respect
of the Bid Amount when submitting a Bid
Escrow Collection Bank A bank, which is a clearing member and registered with SEBI as a banker to an issue under
the SEBI BTI Regulations and with whom the Escrow Account were opened, in this case being
Axis Bank Limited
First Bidder The Bidder whose name appears first in the Bid cum Application Form or the Revision Form
and in case of joint Bids, whose name appears as the first holder of the beneficiary account
held in joint names
Floor Price The lower end of the Price Band being ₹ 122.00 and 61 times the face value
Fresh Issue Fresh issue of 55,038,759* Equity Shares of face value of ₹2 each aggregating to ₹7,100.00*
million by our Company
*Subject to finalization of Basis of Allotment.
General Information The general information document for investing in public issues, prepared and issued in
Document/GID accordance with the circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated March 17, 2020 and
suitably modified and updated pursuant to, among others, SEBI ICDR Master Circular the UPI
Circulars and any subsequent circulars or notifications issued by SEBI, as amended from time
to time. The General Information Document is available on the websites of the Stock
Exchanges and the BRLMs
IIFL IIFL Capital Services Limited (formerly known as IIFL Securities Limited)
JM Financial JM Financial Limited
Monitoring Agency Crisil Ratings Limited, a credit rating agency registered with SEBI
Monitoring Agency The agreement dated November 28, 2025 entered into between our Company and the
Agreement Monitoring Agency
Mutual Fund Portion 5% of the Net QIB Category or 1,174,419* Equity Shares which was made available for
allocation to Mutual Funds only, on a proportionate basis
*Subject to finalization of Basis of Allotment.
Net Proceeds Proceeds of the Fresh Issue less our Company’s share of the Offer expenses. For further details
regarding the use of the Net Proceeds and the Offer expenses, see “Objects of the Offer” on page
124
Net QIB Category The QIB Category less the number of Equity Shares Allotted to Anchor Investors
Non-Institutional Category The portion of the Offer being not more than 15% of the Offer, or 11,744,185* Equity Shares,
available for allocation to Non-Institutional Investors, subject to valid Bids being received at or
above the Offer Price, of which one-third was available for allocation to Bidders with an
application size of more than ₹200,000 and up to ₹1,000,000 and two-thirds was available for
allocation to Bidders with an application size of more than ₹1,000,000 in accordance with the
SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price
*Subject to finalization of Basis of Allotment.
Non-Institutional Bidders that are not QIBs or RIIs and who have Bid for Equity Shares for an amount more
Investors/NIIs than ₹200,000 (but not including NRIs other than Eligible NRIs)
Nuvama Nuvama Wealth Management Limited
Offer The initial public offer of 78,294,571* Equity Shares of face value of ₹2 each for cash at a
price of ₹129.00 per Equity Share (including a share premium of ₹127 per Equity Share)
aggregating to ₹10,100.00* million comprising a Fresh Issue of 55,038,759* Equity Shares
aggregating to ₹7,100.00* million and an Offer for Sale of 23,255,812* Equity Shares
aggregating to ₹3,000.00* million by the Selling Shareholders.
*Subject to finalization of Basis of Allotment
Offer Agreement The agreement dated December 16, 2024, entered into among our Company, the Selling
Shareholders and the BRLMs, based on which certain arrangements are agreed to in relation to
the Offer read with the first amendment to the offer agreement dated November 30, 2025 and
second amendment to the offer agreement dated January 16, 2026.
6Term Description
Offer for Sale The offer for sale of 23,255,812* Equity Shares aggregating to ₹3,000.00* million by the
Selling Shareholders in the Offer. For further information, see “The Offer” on page 78.
*Subject to finalisation of Basis of Allotment
Offer Price The final price being ₹129.00 per Equity Share of face value of ₹2 each at which Equity Shares
were Allotted to the successful Bidders (except Anchor Investors), as determined in accordance
with the Book Building Process and determined by our Company in consultation with the
BRLMs, on the Pricing Day, in terms of the Red Herring Prospectus. Equity Shares were
Allotted to Anchor Investors at the Anchor Investor Offer Price in terms of the Red Herring
Prospectus
Offered Shares The Equity Shares offered by the Selling Shareholders in the Offer by way of Offer for Sale
Price Band Price band ranging from a Floor Price of ₹122.00 per Equity Share to a Cap Price of ₹129.00 per
Equity Share.
Pricing Date The date on which our Company and Selling Shareholders in consultation with the BRLMs,
finalized the Offer Price, being Wednesday, February 11, 2026.
Prospectus This prospectus dated February 11, 2026 filed with the RoC for this Offer in accordance with the
provisions of Section 26 of the Companies Act 2013 and the SEBI ICDR Regulations, containing
the Offer Price, the size of the Offer and certain other information
Public Offer Account The bank account to be opened with the Public Offer Account Bank under Section 40(3) of the
Companies Act 2013 to receive monies from the Escrow Account(s) and the ASBA Accounts on
the Designated Date
Public Offer Account Bank The bank, which is a clearing member and registered with SEBI as a banker to an issue under
the SEBI BTI Regulations, with whom the Public Offer Account will be opened for collection
of Bid Amounts from the Escrow Account(s) and ASBA Accounts on the Designated Date, in
this case being HDFC Bank Limited
QIB Category The portion of the Offer, being not less than 75% of the Offer, or 58,720,930* Equity Shares,
which shall be available for allocation to QIBs on a proportionate basis, including the Anchor
Investor Portion (in which allocation was on a discretionary basis, as determined by our Company
in consultation with the BRLMs)
*Subject to finalisation of Basis of Allotment
Qualified Institutional A qualified institutional buyer as defined under Regulation 2(1)(ss) of the SEBI ICDR
Buyers or QIBs Regulations
Red Herring Prospectus or The red herring prospectus dated February 3, 2026 to be issued in accordance with Section 32
RHP of the Companies Act 2013 and the SEBI ICDR Regulations, which did not have complete
particulars of the price at which the Equity Shares shall be Allotted and which was filed with
the RoC at least three Working Days before the Bid/Offer Opening Date
Refund Account The account opened with the Refund Bank from which refunds, if any, of the whole or part of
the Bid Amount were made to Anchor Investors
Refund Bank The bank which is a clearing member registered with SEBI under the SEBI BTI Regulations,
with whom the Refund Account were opened, in this case being Axis Bank Limited.
Registered Brokers Stock brokers registered with SEBI and the stock exchanges having nationwide terminals, other
than the Members of the Syndicate and eligible to procure Bids in terms of circular
(CIR/CFD/14/2012) dated October 4, 2012 and the UPI Circulars, issued by SEBI
Registrar Agreement The agreement dated December 16, 2024, entered into among our Company, the Selling
Shareholders and the Registrar to the Offer in relation to the responsibilities and obligations of
the Registrar to the Offer pertaining to the Offer read with the first amendment to the registrar
agreement dated November 30, 2025 and second amendment to the registrar agreement dated
January 16, 2026.
Registrar to the Offer Kfin Technologies Limited
Retail Category The portion of the Offer, being not more than 10% of the Offer, or 7,829,456* Equity Shares,
available for allocation to Retail Individual Investors in accordance with the SEBI ICDR
Regulations, subject to valid Bids being received at or above the Offer Price
*Subject to finalization of Basis of Allotment
Retail Individual Individual investors, whose Bid Amount for Equity Shares in the Offer is not more than ₹200,000
Investors/RIIs in any of the bidding options in the Offer (including HUFs applying through their karta and
Eligible NRIs and does not include NRIs other than Eligible NRIs)
Revision Form The form used by the Bidders to modify the quantity of Equity Shares or the Bid Amount in any
of their Bid cum Application Forms or any previous Revision Form(s), as applicable. QIBs
Bidding in the QIB category and Non-Institutional Investors Bidding in the Non-Institutional
category were not permitted to withdraw their Bid(s) or lower the size of their Bid(s) (in terms
of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Investors could
revise their Bids during Bid/Offer period and withdraw their Bids until Bid/Offer Closing Date
7Term Description
SCORES SEBI complaints redress system, a centralized web-based complaints redressal system
launched by SEBI
Self-Certified Syndicate The banks registered with SEBI, which offer the facility of ASBA services:
Banks/SCSBs (i) in relation to ASBA (other than through UPI Mechanism), where the Bid Amount will be
blocked by authorising an SCSB, a list of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 or
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, as
applicable and updated from time to time and at such other websites as may be prescribed by
SEBI from time to time; and
(ii) in relation to UPI Bidders using the UPI Mechanism, a list of which is available on the website
of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 or such
other website as may be prescribed by SEBI and updated from time to time.In relation to Bids
(other than Bids by Anchor Investor) 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 Bid cum Application Forms from the members of the Syndicate is available on
the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35
) and updated from time to time. For more information on such branches collecting Bid cum
Application Forms from the Syndicate at Specified Locations, see the website of the SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35
as updated from time to time.
Applications through UPI in the Offer could be made only through the SCSBs mobile
applications (apps) whose name appears on the SEBI website. A list of SCSBs and mobile
applications, which, are live for applying in public issues using UPI Mechanism as provided as
‘Annexure A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019
and is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 and
updated from time to time and at such other websites as may be prescribed by SEBI from time
to time
Share Escrow Agent Escrow agent appointed pursuant to the Share Escrow Agreement, in this case being Kfin
Technologies Limited
Share Escrow Agreement Agreement dated January 29, 2026 entered into among the Selling Shareholders, our Company
and the Share Escrow Agent in connection with the transfer of the respective portion of Equity
Shares being offered by each of the Selling Shareholders in the Offer for Sale portion of the
Offer and credit of such Equity Shares to the demat account of the Allottees
Specified Locations Bidding Centres where the Members of the Syndicate accepted Bid cum Application Forms,
a list of which was included in the Bid cum Application Form
Sponsor Bank(s) The Banker(s) to the Offer registered with SEBI, which have been appointed by our Company
to act as a conduit between the Stock Exchanges and NPCI in order to push the UPI Mandate
Request by a UPI Bidder in accordance with the UPI Mechanism and carry out other
responsibilities, in terms of the UPI Circulars, in this case being Axis Bank Limited and HDFC
Bank Limited
Stock Exchanges Together, BSE and NSE
Sub-Syndicate Members The sub-syndicate members, if any, appointed by the BRLMs and the Members of the
Syndicate, to collect ASBA Forms and Revision Forms.
Syndicate Agreement The agreement dated February 3, 2026 entered into among the Members of the Syndicate, our
Company, the Selling Shareholders and the Registrar to the Offer in relation to the collection of
Bid cum Application Forms by the Syndicate
Syndicate Members Intermediaries (other than the BRLMs) registered with SEBI and permitted to carry out activities
as an underwriter, in this case being JM Financial Services Limited and Nuvama Wealth
Management Limited
Syndicate or Members of Together, the BRLMs and the Syndicate Members
the Syndicate
Underwriters Together, the BRLMs and the Syndicate Members
Underwriting Agreement The agreement dated February 11, 2026 entered into among our Company, the Selling
Shareholders, the Registrar to the Offer and the Underwriters
UPI Unified Payments Interface, which is an instant payment mechanism, developed by NPCI
UPI Bidders Collectively, individual investors applying as Retail Individual Investors in the Retail
Category, and individuals applying as Non-Institutional Investors with a Bid Amount of up to
₹500,000 in the Non-Institutional Category.
Pursuant to SEBI ICDR Master Circular, all individual investors applying in public issues
where the application amount is up to ₹500,000 shall use UPI and shall provide their UPI ID
in the bid-cum-application form submitted with: (i) a syndicate member, (ii) a stock broker
registered with a recognized stock exchange (whose name is mentioned on the website of the
8Term Description
stock exchange as eligible for such activity), (iii) a depository participant (whose name is
mentioned on the website of the stock exchange as eligible for such activity), and (iv) a
registrar to an issue and share transfer agent (whose name is mentioned on the website of the
stock exchange as eligible for such activity).
UPI Circulars SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI
Circular number SEBI/HO/DEPA-II/DEPA-II_SRG/P/CIR/2025/86 dated June 11, 2025,
SEBI RTA Master Circular (to the extent that such circulars pertain to the UPI Mechanism),
the SEBI ICDR Master Circular and any subsequent circulars or notifications issued by SEBI
in this regard, along with the circulars issued by the Stock Exchanges in this regard, including
the circular issued by the NSE having reference number 25/2022 dated August 3, 2022, and
the circular issued by BSE having reference number 20220803-40 dated August 3, 2022 and
any subsequent circulars or notifications issued by SEBI or Stock Exchanges in this regard
UPI ID ID created on the UPI for single-window mobile payment system developed by the NPCI
UPI Mandate Request A request (intimating the UPI Bidders, by way of a notification on the UPI linked mobile
application and by way of an SMS directing the UPI Bidders to such UPI linked mobile
application) to the UPI Bidders initiated by the Sponsor Bank(s) to authorize blocking of funds
equivalent to the Bid Amount in the relevant ASBA Account through the UPI linked mobile
application, and the subsequent debit of funds in case of Allotment
UPI Mechanism The Bidding mechanism used by UPI Bidders to make Bids in the Offer in accordance with
the UPI Circulars
UPI PIN Password to authenticate UPI transaction
Working Day(s) All days on which commercial banks in Mumbai, Maharashtra, India are open for business,
provided however, for the purpose of announcement of the Price Band and the Bid/Offer
Period, “Working Day” shall mean all days, excluding all Saturdays, Sundays and public
holidays on which commercial banks in Mumbai, Maharashtra, India are open for business
and the time period between the Bid/Offer Closing Date and listing of the Equity Shares on
the Stock Exchanges, “Working Day” shall mean all trading days of the Stock Exchanges
excluding Sundays and bank holidays in India, as per the circulars issued by SEBI from time
to time
Conventional and General Terms and Abbreviations
Term Description
AGM Annual general meeting of shareholders under the Companies Act 2013
AIF(s) Alternative Investment Funds as defined in and registered with SEBI under the SEBI AIF
Regulations
ASM Additional surveillance measures
Banking Regulation Act The Banking Regulation Act, 1949
BIS Bureau of Indian Standards
Bn/bn Billion
BSE The BSE Limited
CAGR Compounded Annual Growth Rate
CDSL Central Depository Services (India) Limited
CIC Core Investment Company
CIN Corporate Identity Number
Client ID Client identification number of the Bidder’s beneficiary account
Companies Act 1956 The erstwhile Companies Act, 1956 read with the rules, regulations, clarifications and
modifications thereunder
Companies Act 2013 The Companies Act, 2013 read with rules, regulations, clarifications and modifications
thereunder
Competition Act The Competition Act, 2002
Consolidated FDI Policy The Consolidated Foreign Direct Investment Policy, effective from October 15, 2020, issued
by the DPIIT, and any modifications thereto or substitutions thereof, issued from time to time
COVID – 2019/COVID-19 A public health emergency of international concern as declared by the World Health
Organization on January 30, 2020 and a pandemic on March 11, 2020
CPC The Code of Civil Procedure, 1908
CSR Corporate social responsibility
DPDP Act The Digital Personal Data Protection Act, 2023
Depositories Act The Depositories Act, 1996, read with the rules, regulations, clarifications and modifications
thereunder
Depository A depository registered with the SEBI under the Securities and Exchange Board of India
(Depositories and Participants) Regulations, 1996
DIN Director Identification Number
DoIT Department of Information Technology
9Term Description
DP ID Depository Participant’s identity number
DP/Depository Participant A depository participant as defined under the Depositories Act
DPIIT Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry
(formerly Department of Industrial Policy and Promotion), GoI
DTD Debenture Trust Deed
EBITDA Profit for the year/ period as per the Restated Financial Statement of profit & loss + income
tax expense+ depreciation+ finance cost
EGM Extra-ordinary general meeting
EPS Earnings per share
ESIC Employees’ State Insurance Corporation
ESG Environmental, Social and Governance
FDI Foreign direct investment
FEMA The Foreign Exchange Management Act, 1999 read with rules and regulations thereunder
FEMA Rules The Foreign Exchange Management (Non-debt Instruments) Rules, 2019
Financial Year/Fiscal/Fiscal The period of 12 months commencing on April 1 of the immediately preceding calendar year
Year and ending on March 31 of that particular calendar year
FPIs Foreign portfolio investor registered with SEBI pursuant to the SEBI FPI Regulations
Fraudulent Borrower Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations
Fugitive Economic An individual who is declared a fugitive economic offender under section 12 of the Fugitive
Offender Economic Offenders Act, 2018
FVCI Foreign venture capital investors registered with SEBI pursuant to the SEBI FVCI Regulations
FVOCI Fair value through other comprehensive income
FVTPL Fair value through profit and loss
GDP Gross Domestic Product
GoI/Central The Government of India
Government/Indian
Government
Gross Margin Revenue from operations less Materials Cost
Gross Margin % Gross Margin as a percentage of revenue from operations
GSM Graded surveillance measures
HFC Housing Finance Company
HUF(s) Hindu undivided family(ies)
ICAI Institute of Chartered Accountants of India
ICAI Guidance Note on Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of
Company Prospectus Chartered Accountants of India
IDF-NBFC Infrastructure Debt Fund-Non-Banking Financial Company
IFRS The International Financial Reporting Standards issued by the International Accounting Standard
Board
Income Tax Act The Income Tax Act, 1961
Ind AS The Indian Accounting Standards notified under Section 133 of the Companies Act 2013 read
with Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of
the Companies Act 2013
Ind AS 24 The Indian Accounting Standard 24, “Related Party Disclosures”, notified under Section 133
of the Companies Act 2013 read with Companies (Indian Accounting Standards) Rules, 2015
Ind AS 37 The Indian Accounting Standard 37, “Provisions, Contingent Liabilities and Contingent
Assets”, notified under Section 133 of the Companies Act 2013 read with Companies (Indian
Accounting Standards) Rules, 2015.
Ind AS 115 The Indian Accounting Standard 115, “Revenue from Contracts with Customers”, notified
under Section 133 of the Companies Act 2013 read with Companies (Indian Accounting
Standards) Rules, 2015.
Ind AS 116 The Indian Accounting Standard 116, “Leases”, notified under Section 133 of the Companies
Act 2013 read with Companies (Indian Accounting Standards) Rules, 2015.
Ind AS Rules The Companies (Indian Accounting Standards) Rules, 2015, as amended
Indian GAAP Generally Accepted Accounting Principles in India notified under Section 133 of the Companies
Act 2013 and read together with paragraph 7 of the Companies (Accounts) Rules, 2014 and
Companies (Accounting Standards) Amendment Rules, 2016
INR/Indian Indian Rupee, the official currency of the Republic of India
Rupees/Rupee/₹/Rs.
IPO Initial public offering
IRDAI The Insurance Regulatory and Development Authority of India
IRDA Investment The Insurance Regulatory and Development Authority of India (Investment) Regulations, 2016
Regulations
IST Indian Standard Time
IT Act The Information Technology Act, 2000
10Term Description
IT Intermediary Rules The Information Technology (Intermediaries Guidelines and Digital Media Ethics Code)
Rules, 2021
IT Security Rules The Information Technology (Reasonable Security Practices and Procedures and Sensitive
Personal Data or Information) Rules, 2011
KPI Key performance indicators
MCA The Ministry of Corporate Affairs, Government of India
MSME Micro, small or a medium enterprise
MSME Act Micro, Small and Medium Enterprises Development Act, 2006
Mutual Funds Mutual funds registered with the SEBI under the Securities and Exchange Board of India (Mutual
Funds) Regulations, 1996
NACH National Automated Clearing House
NAV Net asset value, being the total equity attributable to equity holders of the parent divided by
weighted average numbers of equity shares outstanding during the year for basic EPS
NBFC Non-banking financial company
NBFC-BL The base layer of non-banking financial companies
NBFC-IFC Infrastructure finance company
NBFC-ML The middle layer of non-banking financial companies
NBFC-TL The top layer of non-banking financial companies
NBFC-UL The upper layer of non-banking financial companies
NBFC-P2P Non-banking financial company -Peer to peer lending platform
NBFC-SI Systemically important non-banking financial company
NOFHC Non-Operative Financial Holding Company
Non-GAAP Non-generally accepted accounting principle
NR/Non-Resident A person resident outside India, as defined under the FEMA and includes an NRI
NRE Non-Resident External
NRI Non-Resident Indian
NRO Non-Resident Ordinary
NSDL National Securities Depository Limited
NSE The National Stock Exchange of India Limited
OCB/Overseas A company, partnership, society or other corporate body owned directly or indirectly to the
Corporate Body extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of
beneficial interest is irrevocably held by NRIs directly or indirectly and which was in existence
on October 3, 2003 and immediately before such date had taken benefits under the general
permission granted to OCBs under FEMA. OCBs are not allowed to invest in the Offer
OCI Other comprehensive income
Occupational The Occupational Safety, Health and Working Conditions Code, 2020
Conditions Code
PAN Permanent account number
PAT Profit after tax
PCB Pollution Control Board
P/E Ratio Price/Earnings Ratio
RBI Reserve Bank of India
RBI Act Reserve Bank of India Act, 1934
Regulation S Regulation S under the U.S. Securities Act
RoNW Return on Net Worth, being restated profit/(loss) attributable to equity holders of the parent
divided by total equity attributable to equity holders of the parent
RTGS Real Time Gross Settlement
Rule 144A Rule 144A under the U.S. Securities Act
Scale Based Regulations The Master Direction – Reserve Bank of India (Non-Banking Financial Companies –
Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025 read
with Reserve Bank of India (Non-Banking Financial Companies – Governance) Directions,
2025
SCRA The Securities Contracts (Regulation) Act, 1956
SCRR The Securities Contracts (Regulation) Rules, 1957
SEBI The Securities and Exchange Board of India constituted under section 3 of the SEBI Act
SEBI Act The Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations The Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012
SEBI BTI Regulations The Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994
SEBI FPI Regulations The Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019
SEBI FVCI Regulations The Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations,
2000
SEBI ICDR Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018
11Term Description
SEBI ICDR Master SEBI master circular no. HO/49/14/14(2)2026-CFD-POD2/I/4518/2026 dated February 9,
Circular 2026
SEBI Listing Regulations The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015
SEBI Merchant Bankers The Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992
Regulations
SEBI RTA Master Circular SEBI master circular bearing reference no.
SEBI/HO/MIRSD/MIRSDPoD/P/CIR/2025/91dated June 23, 2025
SEBI SBEBSE Regulations The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021
SEBI Takeover Regulations The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011
SFIO Serious Fraud Investigation Office
SPD Standalone Primary Dealer
STT Securities Transaction Tax
Trademark Act The Trade Marks Act, 1999
U.S. GAAP Generally Accepted Accounting Principles in the United State of America
U.S. Securities Act The U.S. Securities Act of 1933, as amended
US$/USD/US Dollar United States Dollar, the official currency of the United States of America
USA/U.S./US The United States of America
VCF Venture capital funds as defined in and registered with the SEBI under the erstwhile Securities
and Exchange Board of India (Venture Capital Fund) Regulations, 1996 or the SEBI AIF
Regulations, as the case may be
Wilful Defaulter Wilful Defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations
Key Financial and Operating Metrics used in this Prospectus
Term Description
Assets Under Management AUM represents aggregate of future principal outstanding, principal overdue held in our books as
(AUM) on the last day of the relevant period, as well as loan assets which have been transferred by our
Company by way of securitization, including assignees’ share of loan portfolio transferred under
direct assignment and/ or co-lending transactions and includes loan assets which have been
purchased by our Company by way of securitization under direct assignment and are outstanding as
on the last day of the relevant period
AUM Growth YoY AUM Growth represents percentage growth in AUM for the relevant period/year over AUM of the
previous period/year end
AUM Mix by Product AUM represents aggregate of future principal outstanding, principal overdue held in our books as
(hypothecation loan-secured, on the last day of the relevant period, as well as loan assets which have been transferred by our
hypothecation loan- Company by way of securitization, including assignees’ share of loan portfolio transferred under
unsecured, ‘Saral’ Property direct assignment and/ or co-lending transactions and are outstanding as on the last day of the
Loans, mortgage loan) relevant period
AUM per Branch AUM per branch is AUM as at the last day of the relevant fiscal year / period divided by the
aggregate number of our branches as at the last day of relevant fiscal year / period
Average cost of borrowing / Average cost of borrowing / funds (on Total Assets) represents Finance Cost for the relevant
funds (on Total Assets) period/year as a percentage of average total assets in such period/year
Average disbursal per Branch Average disbursal per Branch represents total disbursements of the relevant fiscal year / period
divided by the aggregate number of our branches of relevant fiscal period / year
Average ticket size on Average ticket size (ATS) on Disbursement (Overall) is computed by dividing the amount disbursed
Disbursement (Overall) (both to new and existing customers) by the number of loans disbursed for the relevant period/year
Average ticket size on Average ticket size (ATS) on Disbursement (Repeat loans) is computed by dividing the amount
Disbursement (Repeat loans) disbursed to repeated customers (both to new and existing customers) by the number of repeat loans
disbursed for the relevant period/year
Borrowings/Total Debt Borrowings (total debt) represents the aggregate of debt securities and borrowings other than debt
securities as of the last day of the relevant period/year.
Capital to risk weighted Capital to risk weighted assets ratio (CRAR) is computed by dividing our tier I and tier II capital by
assets ratio (CRAR) risk weighted assets (computed in accordance with the relevant RBI guidelines)
Cost of Borrowings / Average Cost of Borrowings (Average cost of borrowing) represents finance cost for the relevant period/year
cost of borrowing / funds as a percentage of Average Total Borrowings in such period/year.
Average Total Borrowings is the simple average of our monthly Total Borrowings outstanding as
of the last day of the month starting from the last month of the previous period/year and ending with
the last month of the relevant period/year.
Cost to Income Ratio Cost to Income Ratio represents Operating Expenses upon total income less Finance Costs for the
relevant period/year
Collection efficiency (%) Collection Efficiency represents amount of EMI received, restricted to max of 1 EMI per loan
divided by EMI demand/due for the relevant fiscal year /period
Credit cost to Average Total Credit cost to Average Total Asset represents our credit cost for a period / year to the average total
Assets assets for the period / year
12Term Description
Credit Rating Credit Rating represents the credit rating issued by a/multiple registered rating agency/ies with the
SEBI for long term and short term borrowing facilities of our Company as at the last day of relevant
fiscal year / period
Debt to Equity (D/E) ratio Debt to Equity (D/E) ratio (Leverage) represents debt securities, borrowings other than debt
(Leverage) securities / Net-Worth. As of the last day of the relevant period/year.
Disbursements Total Disbursements represent the aggregate of all loan amounts extended to our customers in the relevant
period/year
Disbursements in Repeat Repeat loans represent the subsequent loan taken by a borrower after taking the first loan with us
loans
Disbursement Growth YoY Disbursement growth represents percentage growth in disbursements for the relevant period/year
over disbursements of the previous period/year end
Disbursement Mix Disbursement mix is the composition of Total Disbursements in hypothecation secured loans,
(hypothecation loan-secured, hypothecation unsecured loans, ‘Saral’ Property Loans and mortgage loans
hypothecation loan-
unsecured, ‘Saral’ Property
Loans, mortgage loan)
Disbursement per LA Disbursement per Loan Advisor(LA) is the total disbursements for hypothecation loan (HL) and
‘Saral’ Property Loans (SPL) for the relevant fiscal year / period divided by the average loan
advisors for hypothecation loan (HL) and ‘Saral’ Property Loans (SPL) for the relevant fiscal year
/ period
Finance Cost Finance Cost represents the sum of total cost of borrowings for the relevant fiscal year / period
Gross NPA Gross NPA represents gross loan book pertaining to loans which are required to be classified as
NPA as per the income recognition, asset classification and provisioning norms issued and modified
by RBI from time to time. Gross NPA ratio (%) represents the Gross NPA to the gross loan book as
of the last day of the relevant period, as per the income recognition, asset classification and
provisioning norms issued and modified by RBI from time to time
Loans Outstanding (no. of Loans Outstanding (no. of active customers) represents the total number of customers active as at
active customers) the last day of relevant fiscal year / period.
Net Interest Income (NII) Net Interest Income (NII) represents Interest income less Finance Costs, for the relevant period/year
Net Interest Margin (NIM) Net Interest Margin (NIM) represents our Net Interest Income for the period/year to the average
total assets for the period/year, represented as a percentage and Net Interest Income represents
Interest Income less Finance Cost of the relevant period / year
Net NPA Net NPA represents the ratio of our Net NPA to net loan portfolio as of last day of the relevant
period/year. Net loan portfolio represents total loan portfolio reduced by impairment allowance, as
per the income recognition, asset classification and provisioning norms issued and modified by RBI
from time to time
Net Worth Net Worth means total equity as of the last day of the relevant year / period.
Number of Branches Number of branches represents the aggregate number of branches of our Company as of the last day
of relevant period/year
Number of States/Uts Number of states and union territories represents the total number of states and union territories
where Company has presence as at the last day of the relevant fiscal year /period
Number of Active customers Loans Outstanding (no of active customers) represents the total number of customers active as at
the last day of relevant fiscal year / period
Operating Expense Operating Expense represents employee benefits expense, depreciation and amortization expense,
and other expenses for the relevant period/year
Operating Expense to Operating Expense to Average total assets represents the Operating Expenses for the relevant period
Average Total Assets / year upon average of total assets for the relevant period / year
PCR (Provision Coverage PCR (Provision Coverage Ratio) represents total provisions held on Gross NPA as of the last day
Ratio) of the year, as a percentage of total Gross NPAs as of the last day of the period/year
Profit After Tax Profit After Tax refers to the profits after deducting the tax expenses for the relevant fiscal year /
period
Return On Equity (RoE) Return On Equity (RoE) is calculated as the profit after tax for the relevant year as a percentage of
average Net Worth in such year/period
Retention Rate Retention rate is number of customers who took repeat loans during their lifetime plus number of
attrited customers who took repeat loan in the relevant fiscal year / period divided by number of
customers with EMI end date in relevant fiscal year / period
Return on average Total Return on average Total Assets (RoTA) is calculated as the Profit After Tax for the relevant period
Assets (RoTA) / year as a percentage of average Total Assets in such period / year
Yield on Net Advances Yield on average Net Advances represents the ratio of interest income for the period/year to the
average net advance for the period/year
Yield on Gross Advances Yield on average Gross Advances represents the ratio of interest income for the period/year to the
average gross advance for the period/year
Total Income Total Income represents the sum of total revenue from operations and other income for the relevant
fiscal year / period
Total Interest Income Total Interest Income represents the interest income earned for the relevant fiscal year / period from
loans and advances, deposits with banks and investments
Industry Related Terms
13Term Description
ACH Automated clearing house
AI Artificial intelligence
ALM Asset liability management
ATS Average ticket size
AUM Assets under management
CGTMSE Credit Guarantee Fund Trust for Micro and Small Enterprises
CRAR Capital-to-risk weighted assets ratio
DPD Days past due
ECL Expected credit loss
ECLGS Emergency Credit Line Guarantee Scheme
EMI Equated monthly instalment
GNPA(s) Gross non-performing asset(s)
LAP Loans against Property
ML Machine learning
NCGTC National Credit Guarantee Trustee Company Limited
NIM Net interest margin
NNPA Net non-performing asset
NPA(s) Non-performing asset(s)
NTC New to credit
PAR Portfolio at risk
PPOP Pre-provision operating profit
ROA Return on assets
ROE Return on equity
ROTA Return on average total assets
‘Saral’ Property Loans Loans which are fully secured against property collateral (all kinds of properties) and a contract
of hypothecation of working assets, finished goods and machinery, where the title of the relevant
properties may not be clear, or where the property title may be established, but it may not be
possible to create a charge over the property
TAM Total addressable market
14CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION
Certain Conventions
All references in this Prospectus to “India” are to the Republic of India and its territories and possessions and all
references herein to the “Government”, “Indian Government”, “GoI”, “Central Government” or the “State
Government” are to the Government of India, central or state, as applicable. All references herein to “US”, the
“U.S.” or the “United States” are to the United States of America and its territories and possessions.
Unless indicated otherwise, all references to time in this Prospectus are to Indian Standard Time (“IST”).
Financial Data
Unless indicated otherwise, the financial statements in this Prospectus is derived from our Restated Financial
Statements. The Restated Financial Statements included in this Prospectus comprises the restated statement of
assets and liabilities, the restated statement of profit and loss (including other comprehensive income), the restated
statement of changes in equity and the restated statement of cash flows as at and for the six months ended
September 30, 2025 and September 30, 2024 and for the Financial Years ended March 31, 2025, March 31, 2024
and March 31, 2023 together with the annexures and the notes thereto, which are derived from the special purpose
interim financial statements as at and for the six months ended September 30, 2025 and September 30, 2024 and
the audited financial statement as at for the Financial Years ended March 31, 2025, March 31, 2024 and March
31, 2023, prepared in accordance with Ind AS and as per Ind AS Rules notified under Section 133 of the
Companies Act 2013, and restated in accordance with the SEBI ICDR Regulations and the ICAI Guidance Note
on Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India, as amended
from time to time, and included in “Financial Statements” on page 304. The financial statements as at and for
the six months ended September 30, 2025 and September 30, 2024, and for the Financial Year ended March 31,
2025 and March 31, 2024 have been audited by our Statutory Auditors, i.e., S.S. Kothari Mehta & Co. LLP,
Chartered Accountants, whereas, the financial statement for the Financial Year ended March 31, 2023 has been
audited by our Previous Statutory Auditors i.e., S. R. Batliboi & Associates LLP, Chartered Accountants.
Unless the context otherwise requires, any percentage, amounts, as set forth in “Risk Factors”, “Summary of this
Prospectus”, “Our Business” and “Management’s Discussion and Analysis of Financial Conditions and
Results of Operations” on pages 33, 21, 218 and 410, respectively and elsewhere in this Prospectus have been
calculated on the basis of our Restated Financial Statements unless otherwise stated.
Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends on
March 31 of that particular calendar year. Accordingly, all references to a particular fiscal or financial year are to
the 12 month period commencing on April 1 of the immediately preceding calendar year and ending on March 31
of that particular calendar year. Unless stated otherwise, or the context requires otherwise, all references to a
“year” in this Prospectus are to a calendar year. Certain ratios for the six months ended September 30, 2025 and
September 30, 2024 have been presented on an annualized basis, as indicated in this Prospectus.
There are significant differences between the Ind AS, the International Financial Reporting Standards issued by
the International Accounting Standard Board (the “IFRS”) and the Generally Accepted Accounting Principles in
the United States of America (the “U.S. GAAP”). Accordingly, the degree to which the financial statements
included in this Prospectus will provide meaningful information is entirely dependent on the reader’s level of
familiarity with Indian accounting practices. Any reliance by persons not familiar with accounting standards in
India, the Ind AS, the Companies Act 2013 and the SEBI ICDR Regulations, on the financial disclosures presented
in this Prospectus should accordingly be limited. We have not attempted to quantify or identify the impact of the
differences between the financial data (prepared under Ind AS and IFRS/U.S. GAAP), nor have we provided a
reconciliation thereof. We urge you to consult your own advisors regarding such differences and their impact on
our financial data included in this Prospectus. For details see, “Risk Factors – External Risk Factors – 73.
Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse effect
on the value derived from our Equity Shares, independent of our operating results.” on page 72.
Certain figures contained in this Prospectus, including financial information, have been subject to rounding
adjustments. All decimals have been rounded off to two decimal points. In certain instances, (i) the sum or
percentage change of such numbers may not conform exactly to the total figure given; and (ii) the sum of the
numbers in a column or row in certain tables may not conform exactly to the total figure given for that column or
row. However, where any figures that may have been sourced from third-party industry sources are rounded off
15to other than two decimal points in their respective sources, such figures appear in this Prospectus as rounded-off
to such number of decimal points as provided in such respective sources.
Non-Generally Accepted Accounting Principles Financial Measures
Certain non-generally accepted accounting principle (“Non-GAAP”) measures, such as EBITDA (excluding other
income), EBITDA Margin (excluding other income), RoNW, Total Borrowings, Net Worth and NAV per Equity
Share (“Non-GAAP Measures”) presented in this Prospectus are a supplemental measure of our performance
and liquidity that are not required by, or presented in accordance with Ind AS. Further, these Non-GAAP Measures
are not a measurement of our financial performance or liquidity under Ind AS and should not be considered in
isolation or construed as an alternative to cash flows, profit/(loss) for the year/period or any other measure of
financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows
generated by operating, investing or financing activities derived in accordance with Ind AS. In addition, the Non-
GAAP Measures as used by the Company and their definition as set out herein, are not a standardized term, hence
a direct comparison of similarly titled Non-GAAP Measures between companies may not be possible. Other
companies may calculate the Non-GAAP Measures differently from us, limiting its usefulness as a comparative
measure. Although the Non-GAAP Measures are not a measure of performance calculated in accordance with
applicable accounting standards, our Company’s management believes that they are useful to an investor in
evaluating us because they are widely used measures to evaluate a company’s operating performance. For details
see, “Risk Factors – External Risk Factors –62. Significant differences exist between Ind AS and other
accounting principles, such as U.S. GAAP and IFRS, which investors may be more familiar with and may
consider material to their assessment of our financial condition.” on page 66.
Industry and Market Data
For the purpose of confirming our understanding of the industry in connection with the Offer, we have
commissioned and paid for a report dated November, 2025 titled “Report on Loans and Financial Services
Industry in India”, prepared by CRISIL Market Intelligence and Analytics (“CRISIL Report”). CRISIL Market
Intelligence & Analytics, is a division of CRISIL Limited, that has been appointed by our Company pursuant to
an engagement letter dated October 23, 2024. CRISIL has required us to include the following disclaimer in
connection with the CRISIL Report:
“AUM represents aggregate of future principal outstanding, principal overdue held in our books as on the last day
of the relevant period, as well as loan assets which have been transferred by our Company by way of securitization,
including assignees’ share of loan portfolio transferred under direct assignment and/ or co-lending transactions and
includes loan assets which have been purchased by our Company by way of securitization under direct assignment
and are outstanding as on the last day of the relevant period.”
CRISIL is an independent agency and is not a related party of our Company, its Subsidiary, Directors, Key
Managerial Personnel, Senior Management or the Book Running Lead Managers.
Aside from the above, unless otherwise stated, industry and market data used throughout this Prospectus has been
obtained from publicly available sources of industry data. The data used in these sources may have been
reclassified by us for the purposes of presentation. Data from these sources may also not be comparable. The
extent to which the industry and market data presented in this Prospectus is meaningful depends upon the reader’s
familiarity with and understanding of the methodologies used in compiling such data. There are no standard data
gathering methodologies in the industry in which we conduct our business and methodologies and assumptions
may vary widely among different market and industry sources.
In accordance with the SEBI ICDR Regulations, the section “Basis for Offer Price” on page 130 includes
information relating to our peer group companies, which has been derived from publicly available sources.
For details, see “Risk Factors – Internal Risk Factors – 55. Industry information included in this Prospectus
has been derived from an industry report prepared by CRISIL exclusively commissioned and paid for by us for
such purpose.” on page 64.
Currency and Units of Presentation
16All references to “Rupees” or “₹” or “Rs.” or “INR” are to Indian Rupees, the official currency of the Republic
of India. All references to “US$”, “U.S. Dollar”, “USD” or “U.S. Dollars” are to United States Dollar, the official
currency of the United States of America.
In this Prospectus, our Company has presented certain numerical information. All figures have been expressed in
millions or in whole numbers where the numbers have been too small to represent in millions, except where
specifically indicated. One million represents 10 lakhs or 1,000,000 and 10 million represents one crore or
10,000,000. However, where any figures that may have been sourced from third party industry sources are
expressed in denominations other than millions in their respective sources, such figures appear in this Prospectus
expressed in such denominations as provided in such respective sources.
Exchange Rates
This Prospectus contains conversions of U.S. Dollars and other currency amounts into Indian Rupees that have
been presented solely to comply with the requirements of the SEBI ICDR Regulations. These conversions should
not be construed as a representation that such currency amounts could have been, or can be converted into Indian
Rupees, at any particular rate, or at all.
The following table sets forth as of the dates indicated, information with respect to the exchange rate between the
Indian Rupee and the U.S. Dollar:
(Amount in ₹)
Exchange rate as on
Currency
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024* March 31, 2023
1 US$ 88.79 83.79 85.58 83.37 82.22
Source: Foreign exchange reference rates as available on www.fbil.org.in
Note: Exchange rate is rounded off to two decimal point
*As on March 28, 2024 since March 31, 2024 was Sunday and as on March 28, 2025 since March 31, 2025 was public holiday
17NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES
The Equity Shares offered in the Offer have not been recommended by any U.S. federal or state securities
commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or
determined the adequacy of this Prospectus or approved or disapproved the Equity Shares. Any representation to
the contrary is a criminal offence in the United States. In making an investment decision, investors must rely on
their own examination of our Company and the terms of the Offer, including the merits and risks involved. The
Equity Shares have not been and will not be registered under the United States Securities Act of 1933, as amended
(the “U.S. Securities Act”) or any other applicable law of the United States and, unless so registered, may not be
offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the
Equity Shares are being offered and (a) only to persons reasonably believed to be “qualified institutional buyers”
(as defined in Rule 144A under the U.S. Securities Act and referred to in this Prospectus as “U.S. QIBs”) in
transactions exempt from the registration requirements of the U.S. Securities Act, (b) QPs, as defined in Section
2(a)(51) of the U.S. Investment Company Act (persons who are both a U.S. QIB and a QP are referred to as
“Entitled QPs”), and (c) outside the United States in “offshore transactions” as defined in and in reliance on
Regulation S and the applicable laws of the jurisdiction where those offers and sales are made. For the avoidance
of doubt, the term “U.S. QIBs” does not refer to a category of institutional investors defined under applicable
Indian regulations and referred to in this Prospectus as “QIBs”.
Each purchaser is hereby notified that sellers of Equity Shares maybe relying on an exemption from the provisions
of Section 5 of the U.S. Securities Act.
Until the expiry of 40 days after the date of commencement of the Offer, an offer or sale of the Equity Shares
within the United States by a dealer (whether or not participating in the Offer) may violate the registration
requirements of the U.S. Securities Act.
Our Company has not been and will not be registered under the U.S. Investment Company Act and investors will
not be entitled to the benefits of the U.S. Investment Company Act. Our Company is relying on the exemption
provided by Section 3(c)(7) of the U.S. Investment Company Act, and as a result the Equity Shares are being
offered and sold in the United States and to U.S. Persons only to persons who are Entitled QPs.
Our Company may be a “covered fund” for purposes of the “Volcker Rule” contained in the Dodd-Frank Act
(Section 619: Prohibitions on Proprietary Trading and Certain Relationships with Hedge Funds and Private Equity
Funds). Accordingly, entities that may be “covered banking entities” for the purposes of the Volcker Rule may be
restricted from holding the Company’s securities and should take specific advice before making an investment in
our Company.
18FORWARD-LOOKING STATEMENTS
This Prospectus contains certain “forward-looking statements”. All statements regarding our expected financial
condition and results of operations, business, plans and prospects are forward looking statements, which include
statements with respect to our business strategy, our revenue and profitability, our goals and other matters
discussed in this Prospectus regarding matters that are not historical facts. These forward-looking statements can
generally be identified by words or phrases such as “aim”, “anticipate”, “believe”, “continue”, “expect”,
“estimate”, “intend”, “likely to”, “objective”, “plan”, “propose”, “project”, “seek to”, “will achieve”, “will
continue”, “will likely”, “will pursue” or other words or phrases of similar import. Similarly, statements which
describe our strategies, objectives, plans or goals are also forward-looking statements.
These forward-looking statements are based on our current plans, estimates and expectations and actual results
may differ materially from those suggested by such forward-looking statements. 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. This could be due to risks or uncertainties
associated with our expectations with respect to, but not limited to, regulatory changes in the industry we operate
in and our ability to respond to them, our ability to successfully implement our strategy, our growth and expansion,
technological changes, our exposure to market risks, general economic and political conditions in India that may
have an impact on our business or investments, monetary and fiscal policies of India, inflation, deflation,
unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates and prices, the
general performance of Indian and global financial markets, changes in the competitive landscape and incidence
of any natural calamities and/or violence.
Significant factors that could cause our actual results to differ materially include but are not limited to our ability
to:
(1) Non-payment or default by our borrowers.
(2) Dependency on the accuracy and completeness of information provided by our customers and certain
third party service providers.
(3) Higher levels of non-performing assets (“NPAs”) on the quality of our portfolio.
(4) Inability to recover receivables such as unsecured loans.
(5) Negative cash flows.
(6) Volatile interest rate risk.
(7) Requirement of substantial capital for our business and any disruption in our sources of capital.
(8) Failure to increase operational efficiency.
(9) Inability to meet various covenants and obligations under our financing arrangements.
(10) Asset-liability mismatch could affect liquidity, operations and profitability.
For a further discussion of factors that could cause our actual results to differ, see “Risk Factors”, “Our Business”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 33,
218 and 410, respectively. By their nature, certain market risk disclosures are only estimates and could be
materially different from what actually occurs in the future. As a result, actual future results and gains or losses
could be materially different from those that have been estimated.
Forward-looking statements reflect our current views as of the date of this Prospectus and are not a guarantee of
future performance. These statements are based on our management’s beliefs and assumptions, which in turn are
based on currently available information. Although we believe that the assumptions on which such statements are
based are reasonable, any such assumptions as well as the statements based on them could prove to be inaccurate.
There can be no assurance to Bidders that the expectations reflected in these forward-looking statements will
prove to be correct. Given these uncertainties, Bidders are cautioned not to place undue reliance on such forward-
looking statements and not to regard such statements to be a guarantee of our future performance.
19Neither our Company, nor our Directors nor any of the Selling Shareholders, or the Syndicate, nor any of their
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.
Further, each of the Selling Shareholders, severally and not jointly to the extent of statements specifically made or
confirmed by such Selling Shareholder solely in relation to its respective portion of the Offered Shares in this
Prospectus, will ensure that the Company and the BRLMs are informed of material developments, in relation to the
statements and undertakings specifically made or confirmed by such Selling Shareholder in relation to itself and its
portion of the Offered Shares in this Prospectus, until the receipt of final listing and trading approvals for the Equity
Shares pursuant to the Offer. Only statements and undertakings which are confirmed or undertaken by each of the
Selling Shareholders, as the case may be, in this Prospectus shall be deemed to be statements and undertakings made
by such Selling Shareholder as of the date of this Prospectus. In accordance with the SEBI ICDR Regulations, our
Company and the BRLMs will ensure that bidders in India are informed of material developments in relation to
statements and undertakings specifically confirmed and undertaken by our Company and each of the Selling
Shareholders, severally and not jointly, solely, in relation to itself as a Selling Shareholder and its respective
portion of the Offered Shares, in this Prospectus, from the date of filing the Red Herring Prospectus thereof with
the RoC and this Prospectus until the receipt of final listing and trading approvals for the Equity Shares pursuant
to the Offer.
20SUMMARY OF THIS PROSPECTUS
The following is a general summary of the terms of the Offer and certain disclosures included in this Prospectus
and is not exhaustive, nor does it purport to contain a summary of all the disclosures in this Prospectus or all
details relevant to prospective investors. This summary should be read in conjunction with, and is qualified in its
entirety by, the more detailed information appearing elsewhere in this Prospectus, including the sections titled
“Risk Factors”, “The Offer”, “Capital Structure”, “Objects of the Offer”, “Industry Overview”, “Our
Business”, “Our Principal Shareholders”, “Financial Statements”, “Outstanding Litigation and Other
Material Developments”, “Offer Procedure” and “Main Provisions of the Articles of Association” on pages
33, 78, 95, 124, 154, 218, 302, 304, 476, 517 and 543, respectively.
Brief history of our Company
Our Company was incorporated on August 12, 1993, as a private limited company under the Companies Act 1956,
under the name ‘Doda Finance Private Limited’, at Jalandhar, Punjab pursuant to a certificate of incorporation
issued by the Registrar of Companies, Punjab, Himachal Pradesh and Chandigarh. Our Company was originally
promoted by Suresh Chander and other individuals forming part of the initial subscriber group. Following the
transfer of shares of Doda Finance Private Limited to our founders, Sanjay Sharma and Vikram Jetley, name of
our Company was changed to ‘Aye Finance Private Limited’ pursuant to fresh certificate of incorporation issued
by the Registrar of Companies, Punjab and Chandigarh dated March 28, 2014. The Company was established to
carry on the business of a finance company and provide finance (whether short-term or long-term loan or working
capital finance, development finance, factoring, leasing, guarantees or any other debt-related funding) to micro,
small and medium-scale enterprises and to individuals. The first product suite that our Company offered to its
target segment of MSME was hypothecation loan, saral property loan, and mortgage loan, and over the years, it
added emergency credit line guarantee scheme, SwitchPe and shakti loan to its offerings.
For further information, see “History and certain corporate matters” and “Our Business” on pages 275 and 214,
respectively.”
Primary business of our Company
We are a non-banking financial company-middle layer (“NBFC ML”) focused on providing loans to micro scale
MSMEs across India for their working capital and business expansion needs. We have been granted a certificate
of registration dated November 27, 2015 by the Reserve Bank of India for registration as a non-banking financial
company without accepting public deposits under Section 45-IA of the Reserve Bank of India Act, 1943. We offer
small-ticket business loans with an average ticket size on disbursement of ₹ 0.18 million to customers across
manufacturing, trading, service and allied agriculture sectors. We are among the leading NBFCs providing
business loans to the largely undeserved micro scale enterprises in India, with 586,825 active unique customers
and with assets under management (“AUM”) of ₹ 60,276.22 million, as of September 30, 2025 (Source: CRISIL
Report). As of September 30, 2025, we served our customers through a pan-India network of 568 branches. Our
product offerings comprise mortgage loans, ‘Saral’ Property Loans, secured hypothecation loans and unsecured
hypothecation loans. Our target customers are micro scale business with annual turnovers ranging from ₹ 2.00
million to ₹ 10.00 million, predominantly located in semi-urban areas.
For more information, see “Our Business” on page 218.
21Summary of the industry in which our Company operates
MSMEs in India face a substantial unmet credit estimated at ₹ 103.00 trillion as of Fiscal 2025. 98% of these
MSMEs are micro enterprises, and as of Fiscal 2025, the total addressable credit demand is estimated at
approximately ₹ 76 trillion, out of which current formal financing stands at approximately ₹42 trillion taking the
total addressable MSME credit gap to around ₹ 34 trillion. The share of NBFCs has increased from 9.2% in Fiscal
2019 to 16.6% in Fiscal 2025, and going forward, this share is expected to rise further as NBFCs have been
intensifying their focus in this segment. (Source: CRISIL Report). The graph below represents the growth of the
share of NBFCs in the MSME credit sector.
For more information, see “Industry Overview” on page 154.
Promoters
Our Company does not have an identifiable promoter in terms of SEBI ICDR Regulations and the Companies Act
2013.
Offer size
The following table summarizes the details of the Offer:
Offer 78,294,571* Equity Shares of face value of ₹2 each for cash at a price of ₹129.00
per Equity Share aggregating to ₹10,100.00* million
Of which:
Fresh Issue(1) 55,038,759* Equity Shares of face value of ₹2 each aggregating to ₹7,100.00*
million
Offer for Sale(2) 23,255,812* Equity Shares of face value of ₹2 each aggregating to ₹3,000.00*
million by the Selling Shareholders
*Subject to finalization of Basis of Allotment.
(1) Our Board has authorized the Offer, pursuant to its resolution dated December 11, 2024 and our Shareholders have authorized the Fresh Issue
pursuant to their resolution dated December 11, 2024. Further, our Board has taken on record the consents for the Offer for Sale of the Selling
Shareholders pursuant to its resolution dated December 12, 2024, November 30, 2025 and January 16, 2026.
(2)The Equity Shares offered by each of the Selling Shareholders, severally and jointly, are eligible for offered for sale pursuant to the Offer in
terms of the Regulation 8 of SEBI ICDR Regulations. For details of authorisations received from the Selling Shareholders for the Offer for Sale,
see “Other Regulatory and Statutory Disclosures – Authority for the Offer – Approvals from the Selling Shareholders” on page 482.
For further details, see “The Offer” on page 78.
Objects of the Offer
Our Company proposes to utilise the Net Proceeds towards funding the object set forth below:
Particulars Total estimated amount/expenditure
Augmenting our capital base to meet our Company’s future capital ₹6,722.42 million
requirements arising out of growth of our business and assets
22For further details, see “Objects of the Offer” on page 124.
Pre-Offer shareholding of the Selling Shareholders
The aggregate shareholding of the Selling Shareholders as on the date of this Prospectus and the percentage of
pre-Offer equity share capital on a fully diluted basis is set forth below:
Pre-Offer
Number of Equity Shares Percentage of equity
S. No. Name of the Shareholder
share capital on a fully
diluted basis (%)(1)
Corporate Selling Shareholders
1. Alpha Wave India I LP 21,514,185 11.10
2. CapitalG LP 19,686,685 10.16
3. LGT Capital Invest Mauritius PCC with Cell 27,120,090 13.99
E/VP
4. MAJ Invest Financial Inclusion Fund II K/S 11,456,000 5.91
Individual Selling Shareholder
5. Vikram Jetley 2,890,000 1.49
(1) Includes Equity Shares to be allotted pursuant to exercise of all outstanding options vested under the Employee Stock Option Plans.
For further details, see “Capital Structure” on page 95.
Pre-Offer shareholding as on the date of the Price Band and post-Offer shareholding as at Allotment of the
top 10 Shareholders
The pre-Offer shareholding of top 10 Shareholders as on the date of the Price Band and as at the date of Allotment
is as set out below:
S. Pre-Offer shareholding as at the date of the Price Band Post-Offer shareholding as at the date of Allotment^
No Name of the shareholder Number Sharehol At the lower end of the At the upper end of the
. of Equity ding (in price band (₹122.00) price band (₹129.00)
Shares* %)* Number of Shareholdi Number of Shareholdin
Equity ng (in %)* Equity g (in %)*
Shares* Shares*
1. Elevation Capital V Limited
(formerly known as SAIF Partners
India V Limited) 31,067,645 16.03 31,067,645 12.33 31,067,645 12.49
2. LGT Capital Invest Mauritius
PCC with Cell E/VP 27,120,090 13.99 24,661,074 9.79 24,794,509 9.96
3. Alpha Wave India I LP (formerly
known as Falcon Edge India I LP) 21,514,185 11.10 19,055,169 7.56 19,188,604 7.71
4. CapitalG LP 19,686,685 10.16 12,924,390 5.13 13,291,337 5.34
5. British International Investment
plc 18,262,595 9.42 18,262,595 7.25 18,262,595 7.34
6. A91 Emerging Fund I LLP 17,715,595 9.14 17,715,595 7.03 17,715,595 7.12
7. IMP2 Assets Pte. Ltd. 13,657,490 7.05 13,657,490 5.42 13,657,490 5.49
8. MAJ Invest Financial Inclusion
Fund II K/S 11,456,000 5.91 17 Negligible** 621,659 0.25
9. CapitalG International LLC 5,784,485 2.98 5,784,485 2.30 5,784,485 2.32
10. Sanjay Sharma 5,545,630 2.86 5,545,630 2.20 5,545,630 2.23
* Calculated on the basis of total Equity Shares of face value of ₹2 each held and vested options under the Employee Stock Option Plans.
Includes all options that have been exercised until date of Prospectus and any transfers of equity shares by existing shareholders after
the date of the pre-Offer advertisement and Red Herring Prospectus until date of Prospectus. Assuming all vested ESOPs as on date of
the Prospectus are exercised.
^ Assuming full subscription in the Offer and subject to finalization of the Basis of Allotment.
**Since less than 0.01%
Summary of selected financial information
The following is a summary financial information derived from the Restated Financial Statements. For further
details, please see “Financial Statements” on page 304.
(₹ in million, unless otherwise specified)
23As of / for the six months
As of / For the year ended March 31,
Particulars ended September 30,
2025 2024 2025 2024 2023
Equity share capital 377.88 377.88 377.88 399.31 304.53
Total income 8,630.22 7,170.45 15,049.87 10,717.50 6,433.35
Profit/(Loss) for the period or year 645.97 1,078.00 1,752.52 1,716.79 398.73
Basic earnings per share (in ₹) 3.37 6.09 9.51 10.62 2.57
Diluted earnings per share (in ₹) 3.32 5.97 9.34 10.50 2.54
NAV per Equity Share (in ₹)(1) 90.09 90.05 90.00 76.26 48.66
NAV per Diluted Share (in ₹)(2) 88.66 88.23 88.38 75.41 48.05
Net Worth(3) 17,273.72 15,931.74 16,588.68 12,326.47 7,544.93
Total Borrowings(4) (as per balance sheet) 52,184.98 40,831.01 45,263.25 34,989.90 22,961.61
(1) Basic Net Asset Value per Equity Share = Net worth as per the Restated Financial Statement / Weighted Average number of Equity
Shares as at the end of year/period.
(2) Diluted Net Asset Value per Equity Share = Net worth as per the Restated Financial Statements / weighted average number of equity
shares outstanding during the year/period plus the weighted average number of equity shares that would be issued on conversion of all
the dilutive potential equity shares into equity shares.
(3) Net Worth means Total equity as of the last day of the relevant year / period.
(4) Total Borrowings represents the aggregate of debt securities and borrowings other than debt securities as of the last day of the relevant
period/year.
Pursuant to a resolution passed by our Board on October 16, 2024, and a resolution passed by our Shareholders on October 17, 2024, the
face value of equity shares of our Company was sub-divided from face value of ₹10 each to face value of ₹ 2 each. Sub-division of equity
shares is retrospectively considered for the computation of basic EPS, diluted EPS and NAV for previous year/period ended September 30,
2024, March 31, 2024 and March 31, 2023 as presented.
For the definitions and reconciliation of Non-GAAP measures, please see “Definitions and Abbreviations” and
“Other Financial Information” on pages 1 and 400, respectively.
Summary of the Selected Statistical Information of our Company
The table below sets forth a summary of the selected statistical information of our Company:
(₹ in million, unless otherwise specified)
As of / For the six months As of / For the year ended
Particulars ended September 30 March 31
2025 2024 2025 2024 2023
AUM(1) 60276.22 49,797.64 55,338.96 44,632.91 27,215.51
Total Revenue from Operations 8,435.14 6,922.40 14,597.32 10,402.18 6,234.25
Net Profit for the year / period 645.97 1,078.00 1,752.52 1,716.79 398.73
Total Borrowings(2) 52,184.98 40,831.01 45,263.25 34,989.90 22,961.61
Revenue from Operations to
Average AUM(3)(%) 29.18% 29.32% 29.20% 28.96% 28.02%
Cost to income ratio(4)(%) 52.62% 48.39% 50.10% 50.96% 66.03%
*Annualized
(1) AUM represents aggregate of future principal outstanding, principal overdue held in our books as on the last day of the relevant period,
as well as loan assets which have been transferred by our Company by way of securitization, including assignees’ share of loan portfolio
transferred under direct assignment and/ or co-lending transactions and are outstanding as on the last day of the relevant period.
(2) Total Borrowings represents the aggregate of debt securities and borrowings (other than debt securities) as of the last day of the relevant
period/year.
(3) Revenue from Operations to Average AUM represents our total revenue from operations for the period/year to the Average AUM for
the period/year. Average AUM represents the simple average of our AUM as of the last day of the relevant period and our AUM of the
last day of the previous period.
(4) Cost to Income Ratio represents Operating Expenses upon total income less finance costs for the relevant period/year.
Key Regulatory Ratios
The table below sets out the key financial ratios of our Company which are considered for regulatory limits, as
stipulated by the Reserve Bank of India:
Particulars As of September As of September As of March 31, As of March As of March
30, 2025 30, 2024 2025 31, 2024 31, 2023
CRAR(%) (1)* 32.27 37.61 34.92 32.79 31.07
Tier 1 Capital (%)(2)* 32.27 37.61 34.92 32,79 31.07
Minimum Regulatory 15.00 15.00 15.00 15.00 15.00
Requirement- CRAR
(%)
24Particulars As of September As of September As of March 31, As of March As of March
30, 2025 30, 2024 2025 31, 2024 31, 2023
Minimum Regulatory 10.00 10.00 10.00 10.00 10.00
Requirement- Tier 1
Capital (%)
*On a standalone basis.
Note: Capital to Risk-Weighted Assets Ratio (“CRAR”) is a key indicator of a NBFCs financial health. It helps Regulators assess the risk of
an NBFC failing and ensure that it has enough capital to meet its obligations.
(1) Capital–to-risk weighted assets ratio CRAR is computed by dividing our Tier I and Tier II capital by risk weighted assets (computed in
accordance with the relevant Scale Based Regulations.)
(2) Tier I capital comprises share capital, share premium, retained earnings including current year profit. Tier II capital comprises
provision on stage I loan assets and subordinated liability. Risk weighted assets represent the weighted sum of our credit exposures
based on their risk (computed in accordance with the Scale Based Regulations).
Particulars As of September As of September As of March 31, As of March 31, As of March 31,
30, 2025 30, 2024 2025 2024 2023
Liquidity 406.03 249.95 358.39 N.A. N.A.
Coverage Ratio
(%)(1)
Minimum 100.00 85.00 100.00 85.00 60.00
Regulatory
Requirement-
Liquidity
Coverage Ratio
(%)
Note: Liquidity Coverage Ratio (“LCR”) (standalone)- ratio of stock of high-quality liquid assets over total net outflows over the next 30
calendar days. All non-deposit taking NBFCs with asset size of more ₹ 50 billion and above, and all deposit taking NBFCs irrespective of
their asset size, are required to maintain a liquidity buffer in terms of liquidity coverage ratio which will promote resilience of NBFCs to
potential liquidity disruptions by ensuring that they have sufficient high quality liquid asset to survive any acute liquidity stress scenario
lasting for 30 days.
(1) Pursuant to the Scale Based Regulations, non-deposit taking NBFCs with asset size of ₹50 billion are required to maintain LCR. Our
Company achieved asset size of ₹ 50 billion in Q1 of FY 25 and accordingly was required to maintain LCR June 30, 2024 onwards.
Particulars As of March 31, 2025 As of March 31, 2024 As of March 31, 2023
Financial Assets to Total 79.56 82.99 85.73
Assets (%)(PBC)
Minimum Regulatory 50.00 50.00 50.00
Requirements (%)
Income from financial 95.24 95.18 95.23
assets to Total Income
(%)(PBC)
Minimum Regulatory 50.00 50.00 50.00
Requirements (%)
Note: Principal Business Criteria (“PBC”) ratio- ratio of financial assets (excluding cash and cash equivalents and other bank balances) to
total assets and income from financial assets to the gross income (assets and income pattern)
A company will be treated as an NBFC, if it meets the PBC. Both these tests are required to be satisfied as the determinant factor for
determining principal business of a company.
Particulars As of September As of As of March 31, As of March 31, As of March 31,
30, 2025 September 30, 2025 2024 2023
2024
Cumulative 528.62% 360.16% 682.56% 301.52% 371.97%
mismatch as % of
cumulative total
outflows upto 30
days
Cumulative 20 20 20 20 20
negative
mismatch as % of
cumulative total
outflows upto 30
days (minimum
regulatory
requirements)
Note: ALM (Assets Liability Maturity)- For measuring and managing net funding requirements, the use of maturity bucks and calculation of
cumulative surplus or deficit of funds at selected maturity dates is prepared as a standard tool. The Maturity Profile should be used for
measuring the future cash flows of NBFCs in different time buckets. Further, within each time bucket, there could be mismatching depending
on cash inflows and outflows. The net cumulative negative mismatches upto 30 days bucket shall not exceed 20 percent of cumulative cash
outflows.
25Qualifications of the Statutory Auditors, which have not been given effect to in the Restated Financial
Statements
There are no qualifications which have not been given effect to in the Restated Financial Statements.
Summary of outstanding litigation
A summary of outstanding litigation proceedings involving our Company, our Directors, our Subsidiary, our Key
Managerial Personnel and Senior Management, as on the date of this Prospectus is provided below:
(In ₹ million)
Name of Entity Criminal Tax proceedings Actions by statutory Material civil Aggregate
proceedings or regulatory litigation* amount
authorities involved(1)
Company
By the Company 9,749(2) NA NA Nil 1,214.95
Against the Company Nil 5 1 Nil 158.83
Directors
By the Directors Nil NA NA Nil Nil
Against the Directors Nil Nil Nil Nil Nil
Subsidiary
By the Subsidiary Nil NA NA Nil Nil
Against the Subsidiary Nil Nil Nil Nil Nil
Key Managerial Personnel (“KMP”)
By the KMP Nil NA Nil NA Nil
Against the KMP Nil NA Nil NA Nil
Senior Management (“SMP”)
By the SMP Nil NA Nil NA Nil
Against the SMP Nil NA Nil NA Nil
(1) To the extent quantifiable.
(2) As on the date of this Prospectus, our company has initiated 534 cases against its borrowers under section 138 of the Negotiable
Instrument Act, 1881, in relation to dishonor of cheques and 9,215 cases against our borrowers under section 25 of the Payment and
Settlement Act, 2007, in relation to dishonor of electronic funds transfer.
* Determined in accordance with the Materiality Policy.
As on the date of this Prospectus, our Company has no Group Company.
For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Other Material
Developments” on page 476.
Risk factors
Specific attention of Investors is invited to the section “Risk Factors” on page 33. Investors were advised to read
the risk factors carefully before taking an investment decision in the Offer.
Summary of contingent liabilities
The following is a summary table of our contingent liabilities as at September 30, 2025 as per Ind AS 37 as derived
from the Restated Financial Statements:
(In ₹ million)
Particulars As at September 30, 2025
(a) Contingent liability
Income Tax laws(1) 129.52
TDS demand(2) 28.50
GST demand(3) 0.90
Total 158.92
(1) This includes an income tax demand of ₹ 76.00 million for assessment year 2023-2024, which has been disputed by our Company and
our Company has filed a rectification request under Section 154 of the Income Tax Act, 1961 for deletion of this demand; and we have
additionally received an income tax demand notice of ₹ 53.52 million for assessment year 2023-2024, alleging under-reporting of
income.
(2) The Company received a demand notice of ₹ 5.40 Million under Section 156 for AY 2018-19 due to an alleged short deduction of TDS.
The Company received a demand notice of ₹23.10 Million under Section 156 for AY 2019-20 due to an alleged short deduction of TDS.
(3) The Company received a demand order under Section 73 of the CGST Act for FY 2024-25 of ₹0.90 Million related to its operations in
Karnataka.
For further details of the contingent liabilities, see “Financial Statements – Restated Financial Statements –
Note 33 – Contingent liabilities and commitments” on page 344.
26Summary of Related Party Transactions
The following is the summary of transactions with related parties for the six months ended September 30, 2025 and September 30, 2024 and Fiscals 2025, 2024 and, 2023, as
per the requirements under applicable Accounting Standards i.e., Ind AS 24 read with the SEBI ICDR Regulations and as derived from the Restated Financial Statements:
Particulars Six Months Ended September 30, Fiscal
2025 2024 2025 2024 2023
Related Percentage Related Percentage Related Percentage Related Percentage Related Percentage
Party of Total Party of Total Party of Total Party of Total Party of Total
Transactions Income Transactions Income Transactions Income Transactions Income Transactions Income
(₹ million) (%) (₹ million) (%) (₹ million) (%) (₹ million) (%) (₹ million) (%)
(a) Managerial remuneration*
Short term employee benefits (Director)
Mr. Sanjay Sharma 26.81 0.31% 24.37 0.34% 42.10 0.28% 36.86 0.34% 29.92 0.47%
Short term employee benefits (Relative of
Director)
Mr. Shashwat Sharma 0.98 0.01% 0.83 0.01% 1.50 0.01% 1.22 0.01% 0.53 0.01%
Short term employee benefits (KMP other
than directors)
Mr. Mayank Shyam Thatte (up to May - 0.00% - 0.00% - - 1.35 0.01% 9.94 0.15%
24, 2023)
Mr. Krishan Gopal (w.e.f. July 07, 2023)^ 10.79 0.13% 8.97 0.13% 16.20 0.11% 10.83 0.10% - -
Ms. Tripti Pandey (up to May 24, 2024) - 0.00% 0.27 0.00% 0.30 0.00% 3.06 0.03% 1.54 0.02%
Mr. Vipul Sharma (w.e.f. May 25,2024) 2.76 0.03% 1.13 0.02% 2.70 0.02% - - - -
Post employment benefits - 0.00% - 0.00% - - - - - -
Other long-term benefits - 0.00% - 0.00% - - - - - -
Termination benefits - 0.00% - 0.00% - - - - - -
Share based payments
Mr. Mayank Shyam Thatte (up to May - 0.00% - 0.00% - - - - 1.75 0.03%
24, 2023)
Mr. Krishan Gopal (w.e.f. July 07, 2023)^ 4.54 0.05% 5.12 0.07% 10.46 0.07% 3.31 0.03% - -
Ms. Tripti Pandey (up to May 24, 2024) - 0.00% 0.03 0.00% 0.02 0.00% 0.18 0.00% 0.25 0.00%
Mr. Vipul Sharma (w.e.f. May 25,2024) 0.28 0.00% 0.08 0.00% 0.25 0.00% - - - -
(b) Director’s sitting fee 2.58 0.03% 1.66 0.02% 5.47 0.04% 3.50 0.03% 2.50 0.04%
(c) Grant of ESOPs (KMP) 0.79 0.01% 1.32 0.02% 3.90 0.03% 3.40 0.03% 0.10 0.00%
(d) Corporate social responsibility
Foundation for Advancement of Micro 12.26 0.14% 8.40 0.12% 17.48 0.12% 9.36 0.09% 5.00 0.08%
Enterprises (FAME)
27Particulars Six Months Ended September 30, Fiscal
2025 2024 2025 2024 2023
Related Percentage Related Percentage Related Percentage Related Percentage Related Percentage
Party of Total Party of Total Party of Total Party of Total Party of Total
Transactions Income Transactions Income Transactions Income Transactions Income Transactions Income
(₹ million) (%) (₹ million) (%) (₹ million) (%) (₹ million) (%) (₹ million) (%)
(e) Rent received
Foundation for Advancement of Micro 0.22 0.00% - 0.00% 0.44 0.00% - - - 0.00%
Enterprises (FAME)
(f) Advances Given during the year
Advance for CSR to FAME 34.66 0.40% 20.00 0.28% 20.00 0.13% 10 0.09% - 0.00%
Foundation for Advancement of Micro - 0.00% - 0.00% 0.30 0.00% 0.19 0.00% 0.11 0.00%
Enterprises (FAME)
(g) Reimbursement received
Balance against advance received back 2.52 0.03% - 0.00% - 0.00% 0.64 0.01% - -
Foundation for Advancement of Micro - 0.00% - 0.00% 0.30 0.00% 0.19 0.00% 0.11 0.00%
Enterprises (FAME)
(h) Loan given to KMP
Mr. Krishan Gopal^ - 0.00% - 0.00% 3.32 0.02% - 0.00% - 0.00%
Balance outstanding at the end of the year
(i) (i) Long term loans and advances
Aye Finance Employees Welfare Trust - NA 1.25 NA - - 1.25 NA 1.25 NA
Foundation for Advancement of Micro 22.40 NA 11.60 NA 2.52 NA - NA - -
Enterprises (FAME)
Loan given to KMP (Mr. Krishan Gopal)^ 1.57 NA - NA 3.32 NA - NA - -
23.97 NA 12.85 NA 5.84 NA 1.25 NA 1.25 NA
(i) (ii) Investment in subsidiary company
Foundation for Advancement of Micro - - - - - - - - 2.50 NA
Enterprises (FAME)
- - - - - - - - 2.50 NA
(i) (iii) Dues to Directors
Mr. Govinda Rajulu Chintala (w.e.f. - NA - NA - NA 0.12 NA - -
September 01, 2023) (Appointed as
Chairperson of Board w.e.f. January 5,
2024)
Mr. Sanjaya Gupta (w.e.f. September 01, - NA - NA - - 0.09 NA - -
2023)
28Particulars Six Months Ended September 30, Fiscal
2025 2024 2025 2024 2023
Related Percentage Related Percentage Related Percentage Related Percentage Related Percentage
Party of Total Party of Total Party of Total Party of Total Party of Total
Transactions Income Transactions Income Transactions Income Transactions Income Transactions Income
(₹ million) (%) (₹ million) (%) (₹ million) (%) (₹ million) (%) (₹ million) (%)
Ms. Kanika Tandon Bhal (resigned w.e.f. - NA - NA - - 0.06 NA - -
September 01, 2022) (rejoined w.e.f.
September 01, 2023)
- NA - NA - - 0.27 NA - -
*Excluding provision for gratuity and compensated absences as the same are actuarially determined for the Company as a whole and thus not separately ascertainable for the Director
^Krishan Gopal has resigned from the position of Company’s CFO on January 10, 2026 and has ceased to be recognized as a KMP. Please refer to https://www.bseindia.com/xml-data/corpfiling/AttachHis/764dfe40-
4ed2-4502-be65-103356228e09.pdf for the copy of resignation letter and the intimation made by our Company to BSE in this regard.
Note:
Loans and advances in nature of loans are granted to promoters, directors, KMPs and the related parties (as defined under the Companies Act, 2013), either severally or jointly with any other person
that are (a) repayable on demand or (b) without specifying any terms or period of repayment.
For further details of the related party transactions, see “Financial Statements – Restated Financial Statements – Note 36 – Related Party Disclosures” on page 347 and “Risk
Factors – 33. We may enter into related party transactions in the ordinary course of our business and may continue to do so in future. There may be conflicts of interest
associated with such transactions and there can be no assurance that such transactions will not have an adverse effect on our results of operation and financial condition.”
on page 54.
29Financing arrangements
There have been no financing arrangements whereby our Directors or their relatives have financed the purchase
by any other person of securities of our Company during six months immediately preceding the date of the Draft
Red Herring Prospectus, the Red Herring Prospectus and this Prospectus.
Details of price at which specified securities were acquired by the Selling Shareholders and other
shareholders with the right to nominate directors or other rights in the last three years preceding the date
of this Prospectus
The details of the price at which the specified securities have been acquired in the last three years preceding the
date of this Prospectus by the Selling Shareholders and other shareholders with the right to nominate directors or
other rights are as follows:
Cost per
Equity
No. of
Share
Name of the acquirer/ Equity
Nature of transaction Date of acquisition (including
shareholder Shares
securities
acquired^
premium)
(₹)^$#
Equity Shares
Shareholder with a right to nominate a director
British International Investment Allotment of equity shares January 5, 2024 50 130.82
plc
British International Investment Conversion of Series F CCPS September 23, 2024 17,124,410 145.99
plc into equity shares
British International Investment Allotment of equity shares September 26, 2024 1,138,135 175.73
plc
Elevation Capital V Limited Conversion of Series A September 23, 2024 5,171,910 5.80
CCPS into equity shares
Elevation Capital V Limited Conversion of Series A1 September 23, 2024 7,339,315 13.63
CCPS into equity shares
Elevation Capital V Limited Conversion of Series B CCPS September 23, 2024 10,303,010 21.35
into equity shares
Elevation Capital V Limited Conversion of Series C CCPS September 23, 2024 7,985,025 51.25
into equity shares
A91 Emerging Fund I LLP Conversion of Series A1 September 23, 2024 5,137,520 110.48
CCPS into equity shares
A91 Emerging Fund I LLP Conversion of Series B CCPS September 23, 2024 8,429,735 110.48
into equity shares
A91 Emerging Fund I LLP Conversion of Series E CCPS September 23, 2024 2,435,570 123.17
into equity shares
A91 Emerging Fund I LLP Conversion of Series F CCPS September 23, 2024 1,712,445 145.99
into equity shares
CapitalG International LLC^^ Conversion of Series E CCPS September 23, 2024 5,784,485 123.17
into equity shares
IMP2 Assets Pte. Ltd Allotment of equity shares September 26, 2024 9,557,490 175.73
IMP2 Assets Pte. Ltd Transfer of equity shares October 14, 2024 4,100,000 175.73
Selling Shareholders
Alpha Wave India I LP* Conversion of Series D September 23, 2024 18,224,365 85.34
CCPS into equity shares
Alpha Wave India I LP* Conversion of Series E CCPS September 23, 2024 2,435,570 123.17
into equity shares
CapitalG LP^^ Conversion of Series C CCPS September 23, 2024 15,781,255 51.25
into equity shares
CapitalG LP^^ Conversion of Series D September 23, 2024 3,904,930 85.34
CCPS into equity shares
LGT Capital Invest Mauritius Conversion of Series B CCPS September 23, 2024 14,049,055 21.35
PCC with Cell E/VP * into equity shares
LGT Capital Invest Mauritius Conversion of Series C CCPS September 23, 2024 4,917,265 51.25
PCC with Cell E/VP * into equity shares
LGT Capital Invest Mauritius Conversion of Series D September 23, 2024 3,421,610 85.34
PCC with Cell E/VP * CCPS into equity shares
30Cost per
Equity
No. of
Share
Name of the acquirer/ Equity
Nature of transaction Date of acquisition (including
shareholder Shares
securities
acquired^
premium)
(₹)^$#
LGT Capital Invest Mauritius Conversion of Series E CCPS September 23, 2024 4,566,695 123.17
PCC with Cell E/VP* into equity shares
MAJ Invest Financial Inclusion Conversion of Series A September 23, 2024 5,171,910 56.13
Fund II K/S CCPS into equity shares
MAJ Invest Financial Inclusion Conversion of Series A1 September 23, 2024 2,201,795 56.13
Fund II K/S CCPS into equity shares
MAJ Invest Financial Inclusion Conversion of Series D September 23, 2024 1,824,540 85.34
Fund II K/S CCPS into equity shares
MAJ Invest Financial Inclusion Conversion of Series E CCPS September 23, 2024 1,826,680 123.17
Fund II K/S into equity shares
$ As certified by B.B. & Associates, Chartered Accountants, bearing firm registration number 023670N, by way of their certificate dated
February 11, 2026.
* Selling Shareholders with a right to nominate directors.
^^ CapitalG LP and CapitalG International LLC have a joint right to nominate a director.
^Adjusted for sub-division of face value of ₹10 per equity share to ₹ 2 per equity share pursuant to the resolution passed by the Board dated
October 16, 2024 and resolution passed by the Shareholders dated October 17, 2024.
# Cash consideration for equity shares acquired pursuant to conversion of Preference Shares into Equity Shares has been paid at the time of
issuance of relevant Preference Shares.
Cost per
Preference
No. of
Share
Preference
Name of the acquirer/ shareholder Nature of transaction Date of acquisition (including
Shares
securities
acquired^
premium)
(₹)$
Preference Shares
Shareholder with a right to nominate a director
British International Investment plc Allotment of Series F January 5, 2024 3,821,977 654.11
CCPS
A91 Emerging Fund I LLP Allotment of Series F January 5, 2024 382,199 654.11
CCPS
$ As certified by B.B. & Associates, Chartered Accountants, bearing firm registration number 023670N, by way of their certificate dated
February 11, 2026.
Weighted average price at which the specified securities were acquired by the Selling Shareholders in the
one year preceding the date of this Prospectus
Our Selling Shareholders have not acquired any specified securities in the one year immediately preceding the
date of this Prospectus.
Average cost of acquisition of equity shares by the Selling Shareholders
The average cost of acquisition per Equity Share by the Selling Shareholders as on the date of this Prospectus is:
S. No. Name of the Selling Shareholder Number of Equity Shares Average cost of acquisition per
held as of date of this Equity Share (in ₹) ^#$
Prospectus
Corporate Selling Shareholders
1. Alpha Wave India I LP 21,514,185 89.62
2. CapitalG LP 19,686,685 58.01
LGT Capital Invest Mauritius PCC with Cell 27,120,090 52.17
3.
E/VP
4. Maj Invest Financial Inclusion Fund II K/S 11,456,000 72.57
Individual Selling Shareholder
5. Vikram Jetley 2,890,000 2.00
# Cash consideration for equity shares acquired pursuant to conversion of Preference Shares into equity shares has been paid at the time of
issuance of relevant Preference Shares.
31$ As certified by B.B. & Associates, Chartered Accountants, bearing firm registration number 023670N, by way of their certificate dated
February 11, 2026.
^Adjusted for sub-division of face value of ₹10 per equity share to ₹ 2 per equity share pursuant to the resolution passed by the Board dated
October 16, 2024 and resolution passed by the Shareholders dated October 17, 2024.
Weighted average cost of acquisition of all shares transacted in the three years, 18 months and one year
preceding the date of this Prospectus
The weighted average price for all shares acquired in one year, 18 months and three years preceding the date of
this Prospectus is mentioned below:
Period Weighted Average Cost Cap Price is ‘X’ times Range of acquisition
of Acquisition (in ₹)^ the Weighted Average price: Lowest Price –
Cost of Acquisition Highest Price (in ₹)^$
Last one year 12.24 10.54 INR 5.80 - INR 123.17
Last eighteen months 85.92 1.50 INR 5.80 - INR 175.73
Last three years 85.79 1.50 Nil** - INR 175.73
**Acquisition price of Equity Shares acquired pursuant to gifts is Nil.
^Adjusted for sub-division of face value of ₹10 per equity share to ₹2 per equity share pursuant to the Board resolution dated October 16,
2024 and Shareholders resolution dated October 17, 2024. The Board has approved the sub-division of equity shares from face value of ₹10
per share to ₹2 per share.
$ As certified by B.B. & Associates, Chartered Accountants, bearing firm registration number 023670N, by way of their certificate dated
February 11, 2026.
Details of Pre-IPO Placement
Our Company has not undertaken a pre-IPO placement.
Issue of equity shares for consideration other than cash in the last one year
Our Company has not issued any equity shares or preference shares for consideration other than cash during a
period of one year preceding the date of this Prospectus.
Split/Consolidation of Equity Shares in the last one year
Our Company has not undertaken a split or consolidation of the Equity Shares in the one year preceding the date
of this Prospectus.
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
Our Company has not sought any exemption from complying with any provisions of securities laws from SEBI.
32SECTION II – RISK FACTORS
An investment in equity shares involves a high degree of risk. Investors were advised to carefully consider all the
information in the Red Herring Prospectus, including the risks and uncertainties described below, before making
an investment in our Equity Shares. The risks described below are not the only ones relevant to us or our Equity
Shares, the industry in which we operate or to India and other jurisdictions we operate in. Additional risks and
uncertainties, not currently known to us or that we currently do not deem material may also adversely affect our
business, results of operations, cash flows and financial condition. If any or a combination of the following risks,
or other risks that are not currently known or are not currently deemed material, actually occur, our business,
results of operations, cash flows and financial condition could be adversely affected, the price of our Equity Shares
could decline, and investors may lose all or part of their investment. In order to obtain a more detailed
understanding of our Company and our business, prospective investors were advised to read this section in
conjunction with “Our Business”, “Industry Overview”, “Management’s Discussion and Analysis of Financial
Condition and Results of Operations”, “Financial Statements” and “Selected Statistical Information” on
pages 218, 154, 410, 304 and 449, respectively, as well as the other financial information contained in the Red
Herring Prospectus. In making an investment decision, prospective investors must rely on their own examination
of us and our business and the terms of the Offer including the merits and risks involved. Further, certain ratios
for the six months ended September 30, 2025 and September 30, 2024 have been presented on an annualized basis,
as indicated in this Prospectus.
Investors were advised to consult their tax, financial and legal advisors about the particular consequences of
investing in the Offer. Unless specified or quantified in the relevant risk factors below, we are unable to quantify
the financial or other impact of any of the risks described in this section. Investors in our Equity Shares were
advised to pay particular attention to the fact that our Company is incorporated under the laws of India and is
subject to a legal and regulatory environment in India, which may differ in certain respects from that of other
countries.
This Prospectus also contains certain forward-looking statements that involve risks, assumptions, estimates and
uncertainties. Our actual results could differ from those anticipated in these forward-looking statements as a
result of certain factors, including the considerations described below and elsewhere in this Prospectus. For
further information, see “Forward-Looking Statements” on page 19. Unless otherwise indicated, the financial
information included herein is based on our Restated Financial Statements included in this Prospectus. For
further information, see “Financial Statements” on page 304.
Unless otherwise indicated, industry and market data used in this section has been derived from industry
publications, in particular, the report titled “Report on Loans and Financial Services Industry in India” dated
November 2025 (the “CRISIL Report”) prepared and issued by CRISIL MI&A, pursuant to an engagement letter
dated October 23, 2024. The CRISIL Report has been exclusively commissioned and paid for by us in connection
with the Offer. The CRISIL Report is available on the website of our Company at https://www.ayefin.com/wp-
content/uploads/2024/12/industry-report.pdf. Unless otherwise indicated, financial, operational, industry and
other related information derived from the CRISIL Report and included herein with respect to any particular year
refers to such information for the relevant calendar year. For further details, see “ – 55. Industry information
included in this Prospectus has been derived from an industry report prepared by CRISIL, exclusively
commissioned and paid for by us for such purpose.” and “Industry Overview” on pages 64 and 154,
respectively.
Internal Risk Factors
1. We are subject to the risk of non-payment or default by our borrowers which may adversely affect our
business, results of operations and financial condition. Our Gross NPA ratio has increased from 2.49%
as of March 31, 2023 to 4.21% as of March 31, 2025, and was 4.85% as of September 30, 2025.
We typically serve micro scale businesses that are predominantly located in semi-urban areas including in tier II,
tier III and tier IV cities and towns, with annual turnovers ranging from ₹ 2.00 million to ₹ 10.00 million. Lending
to MSMEs may often be perceived as involving challenges such as inter alia limited financial records and
reluctance to provide property as collateral for smaller loans. (Source: CRISIL Report) Our customers generally
have limited sources of income and credit histories, and may not have tax returns, bank or credit card statements,
statements of previous loan exposures, or other documents through which we can accurately assess their credit
worthiness. As a result, they may pose a higher risk of default than borrowers with greater financial resources and
33more established credit histories. Our customers may delay and/or default on their repayment obligations due to
various reasons including business failure, insolvency or lack of liquidity. Further, our borrowers may take on
additional borrowing obligations, which may also be from the informal moneylending ecosystem, which may put
pressure on their ability to repay loans availed from us.
In addition, as our loan portfolio matures, we cannot assure you that there will not be a significant increase in the
portion of our loans that are classified as NPAs. As of September 30, 2025, September 30, 2024, March 31, 2025,
March 31, 2024 and March 31, 2023, our Gross NPA ratio was 4.85%, 3.32%, 4.21%, 3.19% and 2.49%,
respectively. The current level of our provisions may not adequately cover any such increases. For details of the
risks associated with higher levels of NPAs, see “- 3. If we are unable to control the level of Gross Non-
Performing Assets / Stage 3 Assets / Net NPAs in our portfolio effectively, or if we are unable to maintain
adequate provisioning coverage, or if there is any change in regulatorily mandated provisioning requirements,
our financial condition and results of operations may be adversely affected” on page 36. Further, we have
certain customers who are first-time borrowers from the formal lending ecosystem. As of September 30, 2025,
we had 141,311 fresh customers, comprising 37.17% of our total advances, who were new to the formal lending
ecosystem.
Set forth below are details of outstanding amounts that are 90 days past due (which are in turn identified as NPAs
or Stage 3 assets) for each of our primary loan offerings in the corresponding periods, namely hypothecation loans
and mortgage loans The figures below are the product-wise Gross NPAs (“GNPAs”):
Product-wise Gross NPAs
Particulars As of September 30, As of March 31,
2025 2024 2025 2024 2023
Hypothecation Loans
Outstanding amount that are 2,370.77 1,421.43 1,916.30 1,228.70 557.20
Stage 3 assets (₹ million)
Percentage of total 5.16% 3.49% 4.36% 3.34% 2.28%
outstanding amount (%)
Loans against Property (Mortgage Loans and ‘Saral’ Property Loans)
Outstanding amount that are 353.41 126.01 254.10 87.70 95.24
Stage 3 assets (₹ million)
Percentage of total 3.45% 2.14% 3.32% 1.93% 5.70%
outstanding amount (%)
The increase in our GNPA rates as indicated above is primarily due to stress in market conditions, with certain
customers becoming overleveraged. To mitigate this increase, we have proactively tightened our credit policy and
increased our in-house collection staffing. We have also expanded our in-house field team to handle the majority
of the NPA pool and improve collection efficiency. While there have been no instances in the six months ended
September 30, 2025 and the last three Fiscals where we have incurred losses due to customer defaults, we cannot
assure you that our monitoring and risk management controls will be sufficient to prevent such losses in the future,
thereby increasing our Gross NPAs and adversely affecting our business, results of operations and financial
condition. Also see, “ Risk Factor– 38. We may not be able to identify, monitor and manage risks or effectively
implement our risk management policies, which could adversely affect our business, financial condition and
results of operations.” on page 58.
2. Our operations depend on the accuracy and completeness of information provided by our customers and
certain third party service providers and our reliance on any erroneous or misleading information may
affect our judgement of their creditworthiness, as well as the value of and title to the collateral.
While deciding whether to extend credit to customers, we rely, to a significant extent, on the information furnished
to us by the customers for certain key elements of the credit assessment process. We follow Know Your Customer
(“KYC”) guidelines prescribed by RBI for potential customers to obtain information such as their income, assets,
financial transactions and credit history and verify their place of employment and residence, as applicable, through
telephonic conversations and physical visits. We also rely on third party service providers such as external legal
and technical valuers for collateral valuation and credit bureaus for records of prospective customers. We also
employ our proprietary underwriting methodology, which is a business cluster-based credit assessment model,
and our data science models to evaluate the customers’ financial health and repayment capacity. However, we
may have customers who are unable to document their entire income comprehensively. Most small businesses in
India do not maintain documents such as income proof, business registration, GST registration, income tax filings
34and bank statements (Source: CRISIL Report), making credit assessment challenging. In addition, as of September
30, 2025, 37.17% of our fresh customers do not have any credit history in the formal lending ecosystem. While
we employ our cluster-based underwriting methodology to limit such risks, we cannot predict that we will be able
to consistently assess their turnover or ability to repay our loans accurately.
Our loan portfolio comprises both fresh and repeat customers, and the average ticket size (“ATS”) and amount of
loan disbursed varies between these segments. The table below sets forth details of the ATS and amount of loan
disbursed to fresh and repeat customers in the periods indicated:
Particulars* Six months ended September Fiscal
30,
2025 2024 2025 2024 2023
ATS for fresh customers (₹ 0.15 0.13 0.13 0.13 0.12
million)
Loans disbursed to fresh 10,555.02 10,768.40 22,968.33 24,406.29 17,520.92
customers (₹ million)
Loans disbursed to fresh 47.28% 54.16% 54.63% 62.10% 74.34%
customers as a percentage of
total disbursements (%)
ATS for repeat customers (₹ 0.22 0.19 0.20 0.19 0.17
million)
Loans disbursed to repeat 11,768.80 9,114.24 19,076.76 14,897.96 6,048.80
customers (₹ million)
Loans disbursed to repeat 52.72% 45.84% 45.37% 37.90% 25.66%
customers as a percentage of
total disbursements (%)
*Excluding loans disbursed through SwitchPe
Our rigor in evaluating creditworthiness is based on an estimation of business cash flows and profit margins of a
specific category of business, namely a ‘business cluster’, developed from our deep understanding of over 70
business clusters as of September 30, 2025. Set forth below are details of our top 10 clusters along with their
percentage contribution to our overall AUM (excluding direct assignment purchase) as of September 30, 2025:
Cluster Name Description of Cluster AUM* (₹ million) Contribution to total
AUM* (%)
Cattle Agri-allied activities 16,230.93 27.21%
Kirana Grocery or ‘kirana’ stores 7,494.98 12.57%
Garments Manufacturing / trading of garments 6,151.26 10.31%
Pettyshop Non-food stores 2,260.71 3.79%
Furniture Manufacturing / trading of furniture 1,596.03 2.68%
items
Ironwork / Casting Manufacturing / trading of iron items 1,570.00 2.63%
Dhaba / Hotels / Fast food Eateries such as 'dhabas', hotels and 1,257.97 2.11%
corners fast food corners
Electronics Manufacturing / trading of electronics 1,220.70 2.05%
Ladies Boutique Boutique store 1,009.21 1.69%
Footwear Manufacturing / trading of footwear 901.11 1.51%
*Excluding direct assignment purchase
However, the provision and collection of erroneous or misleading information may affect our judgement of credit
worthiness of potential customers, and the value of and title to collateral. Set forth below are details in relation to
erroneous or misleading information received from the customers in the periods indicated:
Particulars As of September 30, As of March 31,
2025 2024 2025 2024 2023
Total number of cases 135,452 127,259 278,560 258,830 185,708
Number of cases received with 719 240 1,003 378 422
misleading/erroneous
information
Cases with 0.53% 0.19% 0.36% 0.15% 0.23%
misleading/erroneous
information (%)
35We have declined all loan applications where misleading / erroneous information was provided by the loan
applicant.
Additionally, we assess our erroneous judgement of a customer’s willingness/ability to repay debts through the
non-starter write-off metric, which is the proportion of customers who default on their first EMI and are
subsequently written off within the next 24 months, divided by the number of customers whose first EMI is due
during the relevant financial period. This helps us quantify the extent of adverse selection resulting from inaccurate
assessments of a customer's capacity or willingness to repay debt. For Fiscal 2023, this rate was recorded at 0.04%.
While there have been no instances wherein we have disbursed loans to applicants that have provided misleading
information in the six months ended September 30, 2025 and and the last three Fiscals, to an extent our NPAs
may be deemed to have resulted from our erroneous judgment of customers’ ability or willingness to repay their
debt, including owing to circumstances that arise after loans have been sanctioned. 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 by our customers or employees. Moreover,
the availability of accurate and comprehensive credit information on retail customers in India is more limited as
compared to information typically available for larger corporate customers, which reduces our ability to accurately
assess the credit risk associated with such lending. Although as part of our credit policy, we conduct credit checks
of all our customers, including with credit bureaus, site-visits and personal discussions, we cannot assure you that
such credit information will be available, accurate or comprehensive. If we are unable to properly assess the
creditworthiness of our borrowers, including a failure to predict a borrower’s true credit risk profile and/or ability
to repay their loan, we may need to record additional provision expense and/or experience higher than forecasted
losses which may adversely affect our business, financial condition, results of operations and cash flows.
3. If we are unable to control the level of Gross Non-Performing Assets / Stage 3 Assets / Net NPAs in our
portfolio effectively, or if we are unable to maintain adequate provisioning coverage, or if there is any
change in regulatorily mandated provisioning requirements, our financial condition and results of
operations may be adversely affected.
Our ability to manage the credit quality of our loans, which we measure through assets that are more than 90 days
past due (“DPD”, and such assets, NPAs), is a key driver of our results of operations. As of September 30, 2025,
our Stage 3 assets and NPAs also include linked loans (where one customer has more than one loan with our
Company, if one loan becomes NPA, all other linked loans also become NPA), and loans that have been 90 DPD
and have rolled back but not become current. Set forth below are details of our asset quality ratios, as well as
provision coverage ratio, as of each of the corresponding periods:
Particulars As of September 30, As of March 31,
2025 2024 2025 2024 2023
Gross NPA(1) (₹ million) 2, 724.18 1,547.44 2,170.40 1,316.30 653.90
Gross NPA ratio(2) (%) 4.85% 3.32% 4.21% 3.19% 2.49%
Net NPA(3) (₹ million) 968.07 525.47 704.00 366.70 328.10
Net NPA ratio(4) (%) 1.78% 1.15% 1.40% 0.91% 1.28%
Provision Coverage Ratio(5) 64.47% 66.07% 67.56% 72.14% 49.82%
(%)
Bad Debts Write-Offs(6) 1,489.50 773.68 2,064.19 546.01 525.00
(1) Gross NPA represents Gross Loan Book pertaining to loans which are required to be classified as NPA as per the Income
Recognition, Asset Classification and Provisioning Norms issued and modified by RBI from time to time.
(2) Gross NPA ratio (%) represents the Gross NPA to the Gross Loan Book as of the last day of the relevant period, as per the Income
Recognition, Asset Classification and Provisioning Norms issued and modified by RBI from time to time.
(3) Net NPA represents Gross NPA reduced by NPA provisions as of the last day of the relevant period.
(4) Net NPA ratio represents the ratio of our Net NPA to Net Loan portfolio as of last day of the relevant period/year. Net Loan portfolio
represents total loan portfolio reduced by impairment allowance, as per the Income Recognition, Asset Classification and Pro-
visioning Norms issued and modified by RBI from time to time.
(5) Provision Coverage Ratio represents total provisions held on Gross NPA as of the last day of the period, as a percentage of total
Gross NPAs as of the last day of the year / period.
(6) Bad Debts Write-offs (net of recovery) includes loss on settlement.
There can be no assurance that we will be able to maintain our NPA ratios at levels with the credit performance
of our customers, or at which our credit and our underwriting analysis, servicing and collection systems and
controls will be adequate. Any incorrect estimation of risks may result in our provisions not being adequate to
cover any further increase in the amount of NPAs. We may also be required to write-off NPAs when we have no
36reasonable expectations of recovering the underlying amounts, and such derecognitions can affect our balance
sheet.
Further, our peers may have better asset quality, with lower GNPA and NNPA ratios than us, which may in turn
lead to high profitability and low provisioning requirements. We may experience greater defaults in principal
and/or interest repayments in future. Factors outside our control may also lead to increased NPAs, such as
developments in the Indian and global economy, political factors, changes in borrower behaviour and
demographic patterns, natural calamities, diseases and changes in regulations, including requirements on us to
lend to stipulated sectors. In the event of any further increases in NPAs in our portfolio, or if our provisioning
coverage is insufficient to cover our existing or future levels of NPAs, or if there is any change in regulatory
provisioning requirements, our ability to raise additional capital and debt funds as well as our business prospects,
financial condition and results of operations could be adversely affected.
4. In the six months ended September 30, 2025 and September 30, 2024 and Fiscals 2025, 2024 and 2023,
unsecured loans comprised 37.97%, 41.47%, 39.68%, 37.91% and 30.26% of our total assets under
management, respectively. If we are unable to recover such receivables in a timely manner or at all, our
business, results of operations, cash flows and financial condition may be adversely affected.
We offer unsecured loans to our micro-enterprise customers. The table below provides an overview of unsecured
business as at September 30, 2025 and September 30, 2024 and as of March 31, 2025, March 31, 2024 and March
31, 2023:
As of As of
As of March As of March As of March
September 30, September 30,
Particulars 31, 2025 31, 2024 31, 2023
2025 2024
(₹ million)
AUM of Unsecured 22,888.82 20,651.66 21961.00 16,921.44 8,236.06
Loans (₹ million)
AUM (₹ million) 60,276.22 49,797.64 55,338.96 44,632.91 27,215.51
AUM of Unsecured 37.97% 41.47% 39.68% 37.91% 30.26%
Loans as a percentage of
AUM (%)
Gross NPA Ratio of 5.70% 3.05% 4.33% 3.05% 3.70%
Unsecured Loans (%)(1)
Net NPA Ratio of 1.95% 0.79% 0.98% 0.30% 2.12%
Unsecured Loans (%)(2)
Notes:
(1) Gross NPA ratio represents the gross NPA of unsecured loans (which represents gross loan book pertaining to unsecured loans which are
required to be classified as NPA as per the Income Recognition, Asset Classification and Provisioning Norms issued and modified by RBI
from time to time) to the gross loan book of unsecured loans as of the last day of the relevant period, as per the Income Recognition, Asset
Classification and Provisioning Norms issued and modified by RBI from time to time.
(2) Net NPA ratio represents the ratio of net NPA (which represents gross NPA of unsecured loans reduced by NPA provisions as of the last
day of the relevant period) to the net loan portfolio of unsecured loans as of the last day of the relevant period/year. Net loan portfolio of
unsecured loans represents total loan portfolio of unsecured loans reduced by impairment allowance, as per the Income Recognition, Asset
Classification and Provisioning Norms issued and modified by RBI from time to time.
For further information, see “Our Business – Our Product Offerings” on page 222. Such unsecured loans pose a
higher credit risk as compared to our secured loan portfolio because they are not supported by realisable collateral
that could help ensure an adequate source of repayment for the loan and, in some cases, may be recalled at any
time. We may be unable to collect our outstanding advances in part or at all in the event of non-payment by a
borrower. Since these loans are unsecured, in the event of defaults by such customers, our ability to realise the
amounts due to us would be restricted to initiating legal proceedings for recovery. There can be no guarantee as
to the amount of our resources that would be utilised and the length of time it could take to conclude such legal
proceedings or for the legal proceedings to result in a favourable decision to us. Based on our accounting policies,
we have, in the past had to record accounting write-offs in respect of such non-performing loans, although we
have, in respect of such loans continued to make recovery efforts even after such accounting write-offs. Any
failure to recover the full amount of principal and interest on unsecured loans given to our customers could
adversely affect our business, results of operations, cash flows and financial condition.
375. We have experienced negative cash flows from operating activities in the past. Any negative cash flows
in the future would adversely affect our cash flow requirements, which may adversely affect our ability
to operate our business and implement our growth plans, thereby affecting our financial condition.
The following table sets forth certain information relating to our cash flows for the periods indicated:
Particulars Six Months Six Months Fiscal 2025 Fiscal 2024 Fiscal 2023
Ended Ended
September September
30, 2025 30, 2024
(₹ million)
Net cash flows from/ (used in) (4,548.76) (4,188.45) (8,117.78) (13,228.26) (7,203.90)
operating activities
We have experienced negative cash flows from operating activities from Fiscal 2022 onwards as a result on
increase in the volume of disbursements in line with business requirements. Negative cash flows over extended
periods, or significant negative cash flows in the short term, could materially impact our ability to operate our
business and implement our growth plans. We may face a shortfall of capital in future as a result of negative cash
flows and there can be no assurance that we will be able to raise adequate capital in future. As a result, our cash
flows, business, future financial performance and results of operations could be materially and adversely affected.
For further information, see “Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Cash Flows” on page 442.
6. Our business is vulnerable to interest rate risk. In the six months ended September 30, 2025 and
September 30, 2024 and in Fiscals 2025, 2024 and 2023, our interest income accounted for 85.03%,
89.29%, 88.10%, 88.52% and 88.05% of our total income, respectively. Volatility in interest rates could
have an adverse effect on our net interest income and net interest margin, thereby affecting our results
of operations and cash flows.
Our results of operations depend, to a large extent, on the amount of our net interest income, as our primary
revenue source is interest income. Any increase in the rate of interest at which we borrow from our lenders, without
a corresponding increase in the interest rates we are able to charge our borrowers, could expose us to interest rate
risk. In a declining interest rate environment, if our cost of funds do not decline simultaneously or to the same
extent as the yield on our loans, it could lead to a reduction in our net interest income and net interest margin,
affecting our results of operations, financial condition and cash flows. Changes in interest rates could also affect
our treasury income. Set forth below are details of our interest income, average cost of borrowings and net interest
margin, for each of the corresponding periods:
Six Months ended September 30, Fiscal
Particulars
2025 2024 2025 2024 2023
Interest income (₹ 7,338.30 6,402.39 13,259.64 9,486.86 5,664.85
million)
Interest income, as a 85.03% 89.29% 88.10% 88.52% 88.05%
percentage of total
income (%)
Net Interest Margin 14.12%* 15.38%* 15.31% 15.56% 13.54%
(%)(1)
Average Cost of 11.21%* 11.64%* 11.57% 11.40% 11.80%
Borrowings (%)(2)
*Annualized
Note:
(1) Net Interest Margin represents our Net Interest Income for the period/year to the Average Total Assets for the period/year, represented
as a percentage. Net Interest Income represents Interest Income less Finance Cost of the relevant period / year.
(2) Average Cost of Borrowings represents Finance Cost for the relevant period/year as a percentage of Average Total Assets in such
period/year. Average Total Borrowings is the simple average of our monthly Total Borrowings outstanding as of the last day of the
month starting from the last month of the previous period/year and ending with the last month of the relevant period/year.
An increase in interest rate by our Company may add to the financial stress of our borrowers, leading to potentially
higher delinquencies and may reduce the demand for our loans. Further, an increase in interest costs on our
Company could result in an increase in interest expense relative to interest income if we are not able to increase
the rates charged on our portfolio loans, or if the volume of our interest-bearing liabilities is larger than the volume
of our interest-earning assets. As of September 30, 2025, the effective interest rate of our loans (excluding loans
38disbursed through SwitchPe and direct assignment purchases) was 27.75% per annum. Interest rates are highly
sensitive and are dependent upon factors which are beyond our control, including monetary policies of the RBI,
rate hikes by the U.S. Federal Reserve, de-regulation of the financial services sector in India, domestic as well as
international economic and political conditions, inflation, changes in the sovereign credit rating of India and other
factors. We may not be able to reprice our existing loans comprehensively, or retain borrowers if interest rates are
increased substantially, which could have an adverse effect on our net interest income and net interest margin,
thereby affecting our business, financial condition and results of operations.
7. We require substantial capital for our business and any disruption in our sources of capital could have
an adverse effect on our business, results of operations, cash flows and financial condition.
Our ability to raise debt funding and equity capital on acceptable terms and in a timely manner depends on various
factors, including our current and future results of operations, risk management policies, credit ratings and brand
equity, developments in the domestic markets and international markets affecting the Indian economy as well as
regulatory environment and policy initiatives in India. For further information on our lenders and restrictive
covenants under our financing agreements, see “ – 9. We are subject to various covenants and obligations under
our financing arrangements. Inability to meet our obligations could adversely affect our business, results of
operations, cash flows and financial condition” on page 41. Further, the liquidity and profitability of our business
depends, in large part, on our timely access to, and the costs associated with, raising funds. For further information
on our indebtedness, including the break-up of our outstanding borrowings between secured and unsecured
borrowings, and on the basis of the nature of the borrowings (such as debt securities, term loans, working capital
demand loans and overdraft limits), see “Financial Indebtedness” on page 407. Set forth below are details of our
debt funding, including the average cost thereof:
As of/ For the Six Months Ended
As of/ For the Year Ended March 31,
Particulars September 30,
2025 2024 2025 2024 2023
Total 52,184.98 40,831.01 45,263.25 34,989.90 22,961.61
Borrowings
(₹ million)(1)
Average Cost 11.21%* 11.64%* 11.57% 11.40% 11.80%
of
Borrowings
(%)(2)
*Annualized
Notes:
(1) Total Borrowings represents the aggregate of debt securities and borrowings (other than debt securities) as of the last day of the relevant
period/year.
(2) Average Cost of Borrowings represents Finance Cost for the relevant period/year as a percentage of Average Total Assets in such
period/year. Average Total Borrowings is the simple average of our monthly Total Borrowings outstanding as of the last day of the
month starting from the last month of the previous period/year and ending with the last month of the relevant period/year.
Our ability to raise foreign funds through debt is governed by RBI regulations and is subject to restrictions,
including raising loans only from recognized lenders and with minimum average maturity period of not less than
three years, except in specified cases. The table below provides details of our outstanding external commercial
borrowings as of September 30, 2025:
Lender Amount Sanctioned (in Interest Rate (%) Tenure
₹ million)
responsAbility Investments AG 887.92 9.13% 48
Invest in Vision (AFI) 1,250.66 6.25% 36
DKM MIKROFINANZFONDS 312.67 6.25% 36
(AFI)
responsAbility Investments AG 1,021.11 8.52% 48
responsAbility Investments AG 310.77 8.17% 61
Blue Orchard 1,331.88 7.12% 36
Blue Orchard 1,331.88 7.12% 36
In addition, any changes to the regulations on priority sector lending may also disrupt our sources of funding. For
details, see "-45. We are subject to regulations on foreign debt and priority sector lending issued by the RBI.
Changes in these regulations can could adversely affect our business, results of operations and prospects" on
page 61.
39Set forth below are details of our net worth and equity capital raised in the corresponding periods:
As of/ For the Six Months Ended
As of/ For the Year Ended March 31,
Particulars September 30,
2025 2024 2025 2024 2023
Net worth (₹ million)(1) 17,273.72 15,931.74 16,588.68 12,326.47 7,544.93
Equity capital raised (₹ - 21.39 21.39 94.78 -
million)(2)(3)
Note:
(1) Net worth represents total equity as of the last day of the relevant period/year.
(2) Equity capital raised during the financial year ended March 31, 2024 does not include the amount received for the issuance of share
warrants amounting to ₹ 0.95 million.
(3) Equity capital raised during the six months ended September 30, 2024 does not include the conversion of CCPS and warrants amounting
to ₹ 313.78 million. Further, the equity capital raised during the period / year does not include securities premium. The securities premium
as at September 30, 2025, September 30, 2024, March 31, 2025, March 31, 2023 and March 31, 2022 was ₹ 11,966.43 million, ₹ 12,040.38
million, ₹ 11,966.43 million, ₹ 9,519.49 million and ₹ 6,593.40 million, respectively.
Our margins are affected by our ability to continue to secure low-cost funding at rates lower than the interest rates
at which we lend to our borrowers. If we are unable to obtain adequate financing in a timely manner or on
acceptable terms, our business, results of operations, cash flows and financial condition may be adversely affected.
8. We may not be able to sustain or manage our growth or execute our growth strategy. If we fail to increase
our operational efficiency, we may have higher operating costs and lower profitability and cash flows or
operate our business effectively.
We expect to grow our business through a combination of branch expansion, new borrower acquisition and
increase in productivity. Set forth below are details of our branches, borrowers, total income and AUM, reflecting
our recent growth:
As of/ For the Six Months Ended
As of/ For the Year Ended March 31,
Particulars September 30,
2025 2024 2025 2024 2023
Number of 568 499 526 478 398
branches
Number of new 42 21 49 83 86
branches
Number of active 586,825 508,224 554,699 454,586 305,524
borrowers
Total income (₹ 8,630.22 7,170.45 15,049.87 10,717.50 6,433.35
million)
AUM (₹ million) 60,276.22 49,797.64 55,338.96 44,632.91 27,215.51
Cost to Income 52.62% 48.39% 50.10% 50.96% 66.03%
Ratio (%)(1)
Operating 9.45% 8.83% 9.27% 9.50% 10.81%
Expenditure
Ratio (Operating
Expenditure /
Total Assets)
(%)(2)
*Annualized
Notes:
(1) Cost to Income Ratio represents Operating Expenses upon total income less finance costs for the relevant period/year.
(2) Operating Expenditure Ratio represents the Operating Expenses for the relevant period/year upon Average of Total Assets, represented
as a percentage.
The improvement in our cost-to-income ratio from Fiscal 2023 to Fiscal 2025 is on account of an improvement
in the efficiency of our back office operations. We have focused on streamlining and automating key back office
processes, which has enabled us to reduce operational redundancies and optimize resource allocation. These
initiatives have contributed to lowering our operating expenses as a proportion of income, and we continue to
invest in technology and process enhancements to further improve efficiency.
For further information, see “Our Business – Strategies” on page 236. We cannot assure you that our growth
strategy will continue to be successful or that we will be able to continue to grow further, at the same rate, or at
all. We may need to change the composition of our AUM, which may impact our profitability, our asset-liability
40maturity profile and NPA levels. Further, we may introduce products that may have lower Net Interest Margins or
profitability. As we grow our business in newer geographies, including rural and more remote areas, we may face
difficulties such as lack of infrastructure in terms of connectivity, increased competition, different culture,
regulatory and taxation regimes, business practices, customs, behaviour and preferences, and our current
experience may not be applicable to new markets. In addition, we will need to enhance and upgrade our financial,
accounting, information technology, administrative, supervisory mechanisms, risk management and operational
infrastructure and internal capabilities to manage such growth of our business, which involves significant capital
investment. We may also face heightened security risks, and face instances of fraud and theft of collateral. We
may not be able to maintain our historical growth rates, the level of our NPAs or the quality of our portfolio.
Further, external factors beyond our control could also affect our ability to grow our business and loan portfolio,
such as demand for our loans, domestic economic growth, the RBI’s monetary and regulatory policies, inflation,
competition and availability of cost-effective debt capital. Our inability to expand our current operations or the
sub-optimal performance of our existing/ new branches may adversely affect our business, financial condition,
results of operations and cash flows.
9. We are subject to various covenants and obligations under our financing arrangements. Inability to
meet our obligations could adversely affect our business, results of operations, cash flows and financial
condition.
As of September 30, 2025, our total outstanding borrowings (excluding liabilities in respect of securitised
transactions) were ₹ 41,979.21 million, comprising secured borrowings of ₹ 40,430.77 million and unsecured
borrowings of ₹ 1,548.44million. As of September 30, 2025, our Company has taken loans outstanding amounting
to ₹ 17,650.22 million on a floating rate and loans amounting to ₹ 34, 534.76 million on a fixed rate. For further
information, see “Financial Indebtedness” on page 407. Additionally, our average cost of borrowing in the six
months ended September 30, 2025 and September 30, 2024 and in Fiscals 2025, 2024 and 2023, was 11.21%
(annualized), 11.64% (annualized), 11.57%, 11.40%, and 11.80%, respectively. Our ability to meet our debt
service obligations and repay our outstanding borrowings will depend primarily on the cash generated by our
business, which depends on the timely repayment by our borrowers. Our financing agreements contain restrictive
covenants that limit our ability to undertake certain types of transactions, as set forth below, any of which could
adversely affect our business and financial condition.
Under these agreements there are certain financial covenants, these covenants also require us to maintain certain
financial ratios such as NPA ratios, asset coverage ratio and security cover ratio. Our Company in the ordinary
course provides security by way of hypothecation on receivables. Some of our financing agreements also contain
cross-default and cross-acceleration clauses, which are triggered in the event of default by our Company under
the respective financing agreements. While our Company has not defaulted in the past, there have been certain
instances of delay in payment of our borrowings on account of technical issues and as on the date of this
Prospectus, no action has been taken by any of our lenders in relation to such delays. Our failure to meet our
obligations under our financing agreements could have an adverse effect on our business, results of operations
and financial condition.
We are required to obtain prior approval from some of our lenders and / or debenture trustees, as well as send
prior intimation to other lenders for inter alia:
• making any amendments to documents such as the memorandum of association and articles of
association of our Company;
• effecting any adverse changes to or effecting a major change in our capital structure, including by way
of fresh issuance of equity shares by our Company and sub-division of the equity shares;
• issuing any debentures, raising loans, issuing equity or preferential share capital;
• effecting any change in the constitution of our Company, including its shareholding pattern, ownership,
controlling interest and control, which may include reduction/dilution in the shareholding of existing
shareholders; and
• effecting any changes in the management of our Company, including changes in the composition of the
Board of Directors and key managerial personnel and change in the practice with regard to remuneration
of directors.
For further information, see “Financial Indebtedness” on page 407.
We have received consents from the relevant lenders, including debenture trustees, to the extent required, in
relation to the Offer. Failure to meet our obligations under our financing agreements could have an adverse effect
41on our business, results of operations, cash flows and financial condition. If the obligations under any of our
financing agreements are accelerated, we may have to dedicate a substantial portion of our cash flow from
operations to make payments under such financing documents, thereby reducing the availability of cash for our
working capital requirements and other general corporate purposes. Our future borrowings may also contain
similar restrictive provisions.
10. We may face asset-liability mismatches, which could affect our liquidity and consequently, may
adversely affect our operations and profitability.
As of September 30, 2025, loans with a tenure of 12 months or less, 12 months to 36 months and over 36 months
constitute 46.66%, 42.19% and 11.16%, respectively of our net term loans. Set forth below is a break-down of
our assets and liabilities based on tenure, indicating our asset-liability gap as of September 30, 2025:
1 day to Over 1 Over 2 Over 3 Over 6
Over 1 to Over 3 to Over 5
30/31 (1 month to months to months to months to Total
Particulars 3 years 5 years years
month) 2 months 3 months 6 months 1 year
(₹ million, unless otherwise stated)
Liabilities
Borrowings from Banks 1,465.18 1,325.06 1,211.55 3,137.43 5,153.26 14,243.15 334.25 - 26,869.88
and NBFCs(1)(4)
Market Borrowings(1)(4) 707.19 602.17 284.31 2,691.33 821.39 8,189.40 1,813.55 - 15,109.33
Securitization 404.25 334.12 320.94 904.52 2,655.21 5,586.73 - - 10,205.77
Total 2,576.62 2,261.35 1,816.79 6,733.29 8,629.86 28,019.28 2,147.79 - 52,184.98
Assets
Advances(2)(4) 3,027.81 2,029.22 2,051.50 6,287.71 11,696.52 22,686.58 4,125.44 1,873.85 53,778.63
Investments(3) 6,810.86 600.49 135.97 577.85 717.76 562.27 - - 9,405.20
Total(5) 9,838.67 2,629.71 2,187.47 6,865.56 12,414.28 23,248.85 4,125.44 1,873.85 63,183.83
Gap 7,262.05 368.36 370.68 132.27 3,784.42 (4,770.43) 1,977.65 1,873.85 10,998.85
Gap as a percentage of 281.84% 16.29% 20.40% 1.96% 43.85% (17.03)% 92.08% - 21.08%
total liabilities (%)
Notes:
(1) EIR on borrowings has been considered in the last bucket of the respective borrowing.
(2) EIR on advances has been considered as per the repayment schedule. Advances is net of provision for standard and non-performing assets
and does not include staff loans. The advances are gross of impairment loss allowance.
(3) Investments include the amount of deposits with banks and mutual funds.
(4) Advances and borrowings are inclusive of securitisation transactions that have not been de-recognised in the books of accounts in
accordance with Ind AS 109.
(5) The above table on asset liability management does not consider cash balances existing as on the date of the balance sheet.
As of September 30, 2025, ₹ 53,823.30 million, or 75.64% of our overall assets is derived from our lending
business. These assets have an average maturity period of 29.23 months, compared to our borrowings tenor of
23.43 months. Any mismatch in the maturity profile of our assets and liabilities may lead to a liquidity risk,
particularly if our liabilities mature before our assets or if there is a significant change in interest rates. Such
mismatches may require us to refinance our borrowings at higher costs or liquidate assets prematurely. Further, in
the event of adverse interest rate movements or significant maturity mismatches, we may also face increased
funding costs, reduced net interest margins, and potential difficulty in meeting our repayment obligations as they
fall due. This could result in liquidity stress, impact our ability to grow our loan book, and may require us to access
emergency funding or sell assets at unfavourable terms, which could adversely affect our business, results of
operations, cash flows and financial condition. Prolonged or significant mismatches could also affect investor and
lender confidence, potentially leading to higher borrowing costs or restricted access to capital markets.
For further information, see “ – 9. We are subject to various covenants and obligations under our financing
arrangements. Inability to meet our obligations could adversely affect our business, results of operations, cash
flows and financial condition.” on page 41.
4211. As on the date of this Prospectus, we hold a credit rating of A with a stable outlook. Any downgrade in
our credit ratings could increase our borrowing costs, affect our ability to obtain financing, and
adversely affect our business, results of operations, cash flows and financial condition.
The cost and availability of capital depends in part on our short-term and long-term credit ratings. Set forth below
are details of our credit ratings in the three preceding Fiscals and as of the date of this Prospectus:
Rating
As of As of March 31,
Instrument As of this
September 30,
Prospectus 2025 2024 2023
2025
Non-convertible IND A (Stable) IND A (Stable) IND A (Stable) IND A- IND A-
debentures(1)(2) (Positive) (Stable)
Long-term bank IND A (Stable) IND A (Stable) IND A (Stable) IND A- IND A-
loans(1)(2) (Positive) (Stable)
Commercial papers IND A1 IND A1 IND A1 IND A1 IND A2+
(Stable)
Principal protected - - IND PP-MLD A IND PP-MLD A IND PP-MLD A
market-linked (Stable) – – (Stable)
debentures(1)(2) (Positive)
Non-convertible - - - - ICRA BBB +
debentures(3) (Positive)
Long-term bank ICRA A (Stable) ICRA A (Stable) ICRA A (Stable) - -
facilities(4)
Non-convertible ICRA A (Stable) - - - -
debentures(4)
External CARE EDGE CARE EDGE - - -
commercial B+ (Positive) B+ (Positive)
borrowings(5)
Notes:
(1) Pursuant to the rating letter dated July 08, 2025, India Ratings and Research Limited has affirmed our Company’s existing ratings and
has rated additional NCDs of ₹ 4,550.00 million and bank loans of ₹ 3,000.00 million at ‘IND A’/Stable; Additionally, the rating on PP-MLDs
of ₹50.00 million has been withdrawn and the non-convertible debenture has reduced to from ₹ 19,084.50 million to ₹ 14,699.81 million.
(2) Pursuant to the ratings letter dated July 19,2024, India Ratings and Research Limited has upgraded our Company’s long-term rating to
‘IND A/Stable Outlook’ from ‘IND A-/ Positive Outlook’.
(3) The rating provided by ICRA Limited for NCDs as of March 31, 2023 was withdrawn with effect from May 16, 2023. The rating at the
time was BBB+ with positive outlook.
(4) Pursuant to the ICRA rating letter dated December 06, 2024 and November 12, 2025, our Company’s [ICRA]A (Stable) has been assigned
to ₹ 4,000.00 million NCD programme and the [ICRA]A (Stable) has been reaffirmed and assigned for enhanced amount for long-term bank
facilities from ₹ 5,500.00 million and ₹ 6,500.00 million.
(5) Pursuant to the CareEdge rating letter dated May 30, 2025.
While there has been no downgrade in our credit ratings in the three preceding Fiscals and in the six months ended
September 30, 2025, any downgrade in our credit ratings could increase borrowing costs, result in an event of
default under certain of our financing arrangements and adversely affect our access to capital and debt markets,
which could in turn adversely affect our interest margins, cash flows and our business. In addition, any downgrade
in our credit ratings could result in a recall of existing facilities, increase the probability that our lenders impose
additional terms and conditions to any financing or refinancing arrangements we enter into in the future and impair
our ability to raise new capital on a competitive basis, which may adversely affect our business, results of
operations, cash flows and financial condition. For information on our borrowings, see “Financial Indebtedness”
on page 407.
12. Deterioration in the performance of any pool of receivables securitized to banks and other institutions
may adversely impact our results of operations. As of September 30, 2025, September 30, 2024, March
31, 2025, March 31, 2024 and March 31, 2023, our outstanding borrowings through pass through
certificates were ₹ 10,205.77 million, ₹ 8,523.98 million, ₹ 9,251.27 million, ₹ 8,008.48 million and
5,620.40 million, respectively, which comprised 19.56%, 20.88%, 20.44%, 22.89% and 24.48% of our
total borrowings, respectively.
As part of our operations, we engage in securitization of our receivables to banks and other financial institutions
to obtain funding and minimize our risk. Such securitization is undertaken by us on the basis of our internal
estimates of funding requirements and availability of other sources of funds, and may vary from time to time. We
undertake these securitization transactions through the issuance of pass through certificates (“PTCs”), both listed
and unlisted, and securitized debt instruments. Set forth below are details of our securitized assets held, the
43funding availed through PTCs and direct assignment, and outstanding borrowings through PTCs as of the dates
indicated:
As of September 30, As of March 31,
Particulars
2025 2024 2025 2024 2023
Securitized Assets (₹ 12,297.19 9,668.85 10,587.30 8,913.00 5,968.10
million)
Securitized Assets as a 17.28% 16.62% 16.70% 18.30% 19.09%
percentage of Total
Assets (%)
Funding availed 6,271.88 6,974.32 14,299.32 14,627.50 9,838.30
through PTCs and
direct assignment (₹
million)
Outstanding 10,205.77 8,523.98 9,251.27 8,008.48 5,620.40
borrowings through
PTCs (₹ million)
Outstanding 19.56% 20.88% 20.44% 22.89% 24.48%
borrowings through
PTCs as a percentage
of total borrowings (%)
Our Company has substantially retained the risks and rewards of ownership for assets securitized through PTCs,
as credit enhancements are provided to support the rating of these instruments. As a result, the risks are not
proportionally transferred to the investors, and the assets do not meet derecognition criteria under Ind AS.
However, securitization through direct assignment allows for derecognition of assets, as risks and rewards are
transferred to the investor on a pari passu basis. Set forth below are details of the financial assets that have been
derecognised in the periods indicated:
Six months ended September 30, Fiscal
Particulars
2025 2024 2025 2024 2023
Derecognised assets 1,211.90 412.20 2,086.70 2,467.80 2,069.80
(₹ million)
The presence of outstanding PTCs and securitized debt instruments exposes us to a number of risks, including the
risk that, in the event of deterioration in the performance of the underlying pool of receivables, investors or
financial institutions may enforce the underlying credit enhancements provided by our Company, such as fixed
deposits or other collateral. This could result in a requirement for us to fund shortfalls or absorb losses, which
may have an adverse effect on our results of operations, cash flows and financial condition.
Any change in regulations framed by RBI or other regulators in relation to securitizations by NBFCs could have
an adverse impact on our securitization program. In the event the bank or financial institution with whom we have
securitized our receivables does not realize the receivables due under loans that have been securitized, the relevant
bank or financial institution could enforce the underlying credit enhancements provided by our Company. Should
such banks or financial institutions seek to enforce the underlying credit enhancements, such as fixed deposits,
provided up to a specified percentage of the underlying loan, it could have an adverse effect on our results of
operations.
Further, any deterioration in the performance of any batch of receivables assigned to banks could adversely affect
our credibility and hence our ability to conduct further securitizations. We may also be named as a co-plaintiff in
legal proceedings initiated by an assignee in relation to the securitized assets. Also, there can be no assurance that
our future NPA ratios will be consistent with prior experience or at levels that will enable us to maintain our
current quality of loan portfolio. This could have an adverse impact on our business prospects, financial condition
and results of operations and our securitization plans in the future.
13. Customers may seek to refinance their loans by balance transfers to other banks or financial institutions.
The rate of interest at which we offer loans to customers may be higher than the rate of interest offered by our
competitors. Some such customers may seek to refinance their loans through balance transfer to other banks and
financial institutions, primarily due to higher loan amounts or lower rates offered by such other banks and financial
institutions. While refinancing of loans by other lenders could in certain circumstances be beneficial for our
customers, it results in a loss of interest income expected from such loans over the course of their tenure and may
44cause us to incur increased origination costs. The table below sets forth the value of loan transfers for the periods
indicated:
Six Months Six Months
Ended Ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, September 30,
2025 2024
Loan Transfers (₹ 123.04 36.77 126.97 44.68 25.35
million)
Percentage of AUM (%) 0.20 0.07 0.23 0.10 0.09
As competition in the small business finance sector intensifies, some of our customers may be able to find balance
transfer options at comparably lower interest rates or other financing alternatives. If the volume of such transfers
were to increase materially in the future, it could result in reduced interest income and increased origination costs
which could have an adverse effect on our business, results of operations and financial condition.
14. We have listed non-convertible debentures and are subject to rules and regulations with respect to such
listed NCDs. Any non-compliances with such rules and regulations, could subject us to penal actions,
which may have an adverse effect on our business, results of operations, financial condition and cash
flows.
Our Company has issued secured, redeemable, rated and NCDs which are listed on the debt segment of BSE
Limited. The debenture trust deeds entered into by our Company in relation to these NCDs include restrictive
covenants that require us to inter alia intimate or obtain the consent of the debenture trustee before undertaking
certain corporate actions such as change in beneficial ownership, change in shareholding and change in board of
directors. For further information on such listed non-convertible debentures, see “Financial Indebtedness” on
page 407. Further, we are required to comply with various applicable rules and regulations in terms of our listed
NCDs. Similarly, we are subject to continuous disclosure obligations under the SEBI Listing Regulations,
including the requirement to publish our quarterly financial results. We may be subject to certain penal actions,
including, without limitation, restrictions on the further issuance of securities and the freezing of transfers of
securities, which may have an adverse effect on our business, results of operations, financial condition and cash
flows. While in the last three Fiscals and the six months ended September 30, 2025, we have been compliant in
all material respects with all relevant rules and regulations, there can be no assurance that we will not, in future,
be found to be in non-compliance with such rules and regulations, and any non-compliance could subject us to
legal liability and consequently adversely affect our business, financial position and results of operations.
15. Our inability to expand our business in our target segment or the sub-optimal performance of any of
our new branches could adversely affect our business, results of operations, financial condition and
cash flows.
We plan to increase penetration in the Indian market by opening new branches and attracting and retaining
customers in our target footprint. Set forth below are details in relation to our new branches for the period
indicated:
Particulars Six Months Ended September Fiscal
30,
2025 2024 2025 2024 2023
Number of new branches 42 21 49 83 86
As we undertake this growth strategy, we may be exposed to additional challenges, including identifying areas
for new branches, collaborating with local partners in new regions with whom we may have no previous business
relations, obtaining necessary governmental approvals, successfully marketing our brand and products in markets
in which we have no familiarity, attracting customers from a sector or business cluster in which we do not have
significant experience or visibility, being subject to additional local taxes, attracting and retaining new employees,
expanding our technological infrastructure, maintaining standardized systems and procedures and adapting our
marketing strategy and operations to new markets in India in which different languages are spoken. For instance,
a number of states in India have enacted laws to regulate money-lending transactions and there are civil and
criminal penalties prescribed for non-compliance with the relevant money lending statutes. These laws also
establish a maximum rate of interest that can be charged to customers. There is however, ambiguity on whether
NBFCs are required to comply with provisions of these state money-lending laws and are pending determination
before various judicial forums in India. If it is judicially determined or clarified by relevant authorities that such
45statutes apply to NBFCs, our business in such states could be affected. To address these challenges, we may have
to make significant investments that may not yield desired results or incur costs that we may not be able to recover.
In the last three Fiscals and the six months ended September 30, 2025, we have closed one branch each in Panvel,
Thane and Falna. We closed our branches in Panvel and Thane due to difficulties being faced in sourcing business
and customer segment mismatch, while the Falna and Paonta Sahib branches were merged with existing nearby
branches. Our inability to expand our current operations or the sub-optimal performance of our new branches may
adversely affect our business, financial condition, results of operations and cash flows.
16. As a NBFC-ML, we are subject to periodic inspections by the Reserve Bank of India. Non-compliance
with observations made by the RBI during these inspections could expose us to penalties and restrictions,
which may have an adverse effect on our business, results of operations, cash flows and financial
condition.
We are subject to periodic inspections by the RBI as an NBFC-ML, of our balance sheet, financials and other
records, including details of disbursements, non-performing assets, grievance redressal mechanism, and branches,
among others, for the purpose of verifying the correctness or completeness of any statement, information or
particulars furnished to the authorities. During the course of the inspections, the RBI inspects our books of
accounts and other records to verify the correctness or completeness of any statement, information or particulars
furnished to the RBI, or for the purpose of obtaining any statements, information or particulars which our
Company has failed to furnish on being called upon to do so. The RBI issues observations, directions and
monitorable action plans on issues related to, inter alia, our operations, risk management systems, internal
controls, regulatory compliance and credit monitoring systems. Any significant deficiencies identified by the RBI
that we are unable to rectify to the RBI’s satisfaction could lead to sanctions and penalties against us and our
management, as well as expose us to heightened risks.
In furtherance to the same, the RBI conducted an inspection in Fiscal 2023 and subsequently sought some
clarifications pursuant to its letter dated March 31, 2023, including the following (i) low coverage of internal audit
and lack of review of entire portfolio for deficiencies; (ii) deficiencies in security perfection, inaccurate credit
information reporting, the maker/ checker mechanism not being in order, internal deduplication and bureau checks
not being conducted on vendor empanelment and restructuring without confirmation or communication to the
customer; (iii) no interest rate calculations or a scientific policy/ model to determine the rates for products based
on customers’ credit scores; (iv) deficiency in registration of the title deed at the sub-registrar’s office for mortgage
loans and (v) details of KYC process for MSMEs. Further, our Company received certain queries pursuant to the
letter dated July 18, 2023, on our repeat loan underwriting process, and status of complaints received from
individuals that despite availing no loans, their names were appearing in credit bureau records. Our Company
furnished our replies dated May 17, 2023 and August 1, 2023, laying out inter alia specifics of our internal audit
coverage, demonstration of our underwriting model, and steps taken towards resolution of customer complaints
that emanated from non-Aadhaar based KYC checks by credit bureaus. In Fiscal 2024, the RBI inquired about
post-disbursement checks by our Company on our customers and status of pending customer complaints, and we
furnished the relevant details and documentation. As on the date of this Prospectus, there has not been any further
correspondence received from the RBI on the same. We have also been requested to furnish certain documentation
to RBI in order for it to commence its physical inspection at our premises.
In response to RBI’s observations regarding non-capture of audit trail for loan management software and other
audit findings, our Company has taken specific measures to address these risks. Our Company has used accounting
software and loan management software with audit trail (edit log) functionality to record all relevant transactions.
Audit logs at the database level for the accounting software and certain parameters of audit trail were enabled and
made effective from September 19, 2024. The Audit Committee has directed that the audit trail be updated and
reviewed in quarterly and half-yearly audits to ensure ongoing compliance.
However, there can be no assurance that the RBI will not make other observations in the future. While we attempt
to comply with all regulatory provisions, directions or observations applicable to us, including in connection with
RBI’s inspection reports described above, we could be subject to penalties and restrictions which may be imposed
by the RBI. For example, pursuant to an e-mail dated March 19, 2019, RBI levied a late submission fee on our
Company for delay in filing of Form FC-GPR/ARF aggregating to ₹ 1,753,500. Our Company paid the late
submission fee and pursuant to e-mail dated April 8, 2019, RBI acknowledged receipt of the late submission fee.
Except as disclosed above, there is no advisory letter/ deficiency letter/caution letter, penalties, fines etc.
issued/charged/levied by RBI in the past. If we are unable to resolve such deficiencies to RBI’s satisfaction, our
ability to conduct out business may be adversely affected. However, imposition of any penalty or adverse findings
46by the RBI during any future inspections may have an adverse impact on our reputation, business prospects,
financial condition, cash flows and results of operations.
17. Our inability to compete effectively in an increasingly competitive industry may adversely affect our
market share, business and financial condition.
The financial services market is being served by a range of financial entities, including traditional banking
institutions, captive finance affiliates of players in various industries, NBFCs and small finance banks approved
by RBI to enhance credit penetration. For example, we compete with Five-Star Business Finance Limited, SBFC
Finance Limited, Veritas Finance, Vistaar Financial Services, Kinara Capital and Finova Capital. (Source: CRISIL
Report). Many of these competitors may have greater financial resources, may be larger in terms of business
volume and may have significantly lower cost of funds compared to us. Many of them may also have greater
geographical reach, long-standing partnerships and may offer their customers other forms of financing that we
may not be able to provide. Our ability to increase interest rates on the loans we extend, however, is limited by
the increasing popularity of standardized and variable interest rate financing products, variable payment terms
and lower processing fees introduced by our competitors. Any increase in the interest rates on the loans we extend
may also result in a decrease in business.
We are subject to the potential increase in competition brought about by changes in the laws and regulations
governing our business and those adjacent to ours. Any changes in the relevant laws or regulations by the RBI to
correct, clarify or amend regulatory subject matters may result in the diminishment of the available opportunities
for regulatory arbitrage. We cannot assure you that changes in the relevant laws and regulations in the future may
not result in an increase in competition from other players. Liberalization of the Indian financial services sector
could also lead to a greater presence or new entries of Indian and foreign banks, NBFCs, and other entities
operating in the financial services sector offering a wider range of products and services. This could adversely
affect our competitive environment. Increasing competition may also result in slower growth and a reduction in
our net interest margin and market share, and consequently may have an adverse effect on our results of operations
and financial condition.
18. Our inability to assess and recover the full value of collateral, or amounts outstanding under defaulted
loans in a timely manner, or at all, could adversely affect our business, results of operations and
financial condition.
Our product offerings comprise mortgage loans, ‘Saral’ Property Loans, secured hypothecation loans and
unsecured hypothecation loans. Our secured hypothecation loans are secured against working assets, finished
goods, inventory and machinery, while our mortgage loans are secured against residential or commercial
properties as collateral. As of September 30, 2025, 62.03% of our AUM was secured. We may face difficulty in
recovering the amount against such property collateral. In cases where immovable property is provided as security
for a borrowing, (i) its value may decline, (ii) its ownership documents may not be duly registered or adequately
stamped, which renders such documents inadmissible in evidence, unless stamped prior to enforcement with
payment of requisite penalties, or (iii) there may be challenges in title verification. Consequently, should any
default arise in relation to the corresponding loans, we may be unable to, or may incur additional expenses to,
enforce our rights in relation to such collateral. There may also be failure by our employees to properly appraise
the value of the collateral, which provides us with no recourse against the borrower and the loan sanctioned may
eventually result in bad debt in our books of accounts.
Further, if any of our borrowers take recourse of arbitration or litigation against our repayment claims, it may
cause a further delay in our recovery process, leading to depreciation of the secured asset. Thus, while we have
not repossessed or sold any property in the last three Fiscals and the six months ended September 30, 2025, we
may be unable to fully recover the outstanding balance, even where we are able to successfully repossess and
liquidate the collateral.
19. Our Company and Directors are or may be involved in certain legal and regulatory proceedings. Any
adverse decision in such proceedings may have a material adverse effect on our business, financial
condition, cash flows and results of operations.
There are outstanding legal and regulatory proceedings involving our Company and Directors which are pending
at different levels of adjudication before various courts, tribunals and other authorities. Such proceedings could
divert the management’s time and attention and consume financial resources in their defence or prosecution. The
amounts claimed in these proceedings have been disclosed to the extent that such amounts are ascertainable and
47quantifiable and include amounts claimed jointly and severally, as applicable. Any unfavourable decision in
connection with such proceedings, individually or in the aggregate, could adversely affect our reputation, business,
financial condition and results of operations. The summary of such outstanding legal and regulatory proceedings
as on the date of this Prospectus is set out below:
(in ₹ million)
Name of Entity Criminal Tax proceedings Actions by statutory Material civil Aggregate
proceedings or regulatory litigation* amount
authorities involved(1)
Company
By the Company 9,749(2) NA NA Nil 1,214.95
Against the Company Nil 5 1 Nil 158.83
Directors
By the Directors Nil NA NA Nil Nil
Against the Directors Nil Nil Nil Nil Nil
Subsidiary
By the Subsidiary Nil NA NA Nil Nil
Against the Subsidiary Nil Nil Nil Nil Nil
Key Managerial Personnel (“KMP”)
By the KMP Nil NA Nil NA Nil
Against the KMP Nil NA Nil NA Nil
Senior Management (“SMP”)
By the SMP Nil NA Nil NA Nil
Against the SMP Nil NA Nil NA Nil
(3) To the extent quantifiable.
(4) As on the date of this Prospectus, our company has initiated 534 cases against its borrowers under section 138 of the Negotiable
Instrument Act, 1881, in relation to dishonor of cheques and 9,215 cases against our borrowers under section 25 of the Payment and
Settlement Act, 2007, in relation to dishonor of electronic funds transfer.
* Determined in accordance with the Materiality Policy.
We cannot assure you that any of these on-going matters will be settled in favour of our Company, or that no
additional liability will arise out of these proceedings. Further, we cannot assure you that there will be no new
legal and regulatory proceedings involving our Company or our Directors in the future. An adverse outcome in
any such proceedings may have an adverse effect on our business, financial position, prospects, results of
operations and our reputation. For further information, see “Outstanding Litigation and Material Developments”
on page 476.
20. We are dependent on our Senior Management, Key Managerial Personnel and our employees, and the
loss of, or our inability to hire, retain, train, and motivate qualified personnel could adversely affect our
business, results of operations, cash flows and financial condition.
As of September 30, 2025, we employed 10,459 full-time employees. Our ability to compete depends upon our
ability to attract, motivate, and retain qualified personnel. We are dependent on the continued contributions of our
Board and are also guided by other Senior Management with diversified experience. The inputs and experience
of our Senior Management and Key Managerial Personnel are valuable for the growth and development of
business and operations and the strategic directions taken by our Company. Set forth below are details regarding
our permanent employees, contractual employees and the attrition rates for our employees (including those on
probation) and Senior Management for the period indicated:
Particulars Six months Six months As of/ For the Year Ended March 31,
ended ended 2025 2024 2023
September 30, September 30,
2025 2024
Attrition rate (%) for 65.53% 54.95% 64.56% 56.39% 63.72%
employees (including
employees on probation
Attrition rate (%) for Senior - - - 8.33% 24.00%
Management
If we continue to have a high attrition rate, it may reduce productivity levels and a long period of time to hire and
train replacement personnel when qualified personnel terminate their employment with our Company. We may
also be required to increase our levels of employee compensation more rapidly than in the past to remain
competitive in attracting employees that our business requires. The loss of the services of such persons may have
an adverse effect on our business, our results of operations, financial condition and our cash flows. For information
48in relation to change in our KMPs and Senior Management in the last three years, see “Our Management –
Changes in the Key Managerial Personnel and Senior Management in the three immediately preceding years”
on page 301. For instance, Krishan Gopal, our previous chief financial officer has resigned from the position of
chief financial officer with effect from January 10, 2026*.
*Please refer to https://www.bseindia.com/xml-data/corpfiling/AttachHis/764dfe40-4ed2-4502-be65-103356228e09.pdf for the copy of
resignation letter and the intimation made by our Company to BSE in this regard.
The continued operations and growth of our business is dependent upon our ability to attract and retain personnel.
Competition for qualified personnel with relevant industry expertise in India is intense. A loss of the services of
our key personnel may adversely affect our business, results of operations, cash flows and financial condition.
21. Our inability to continuously evolve our technology driven offerings could impact our ability to compete
with existing players and new entrants which could adversely impact our business, results of operations,
cash flows and financial condition.
We follow a ‘phygital’ business model that combines the strengths of physical and digital channels to optimize
operations. It is a combination of the ‘high touch’ approach (namely, contact by branch teams) and our high-tech
digital capabilities. Our continued success depends, in part, on our ability to respond to technological advances,
changing customer needs and emerging industry standards and practices on a cost-effective and timely basis. If
we fail to adapt to technological advances quickly and effectively it could affect the performance and features of
our product offerings and services and reduce our attractiveness to existing and potential customers hereby
adversely affecting our business, financial condition, results of operations, and cash flows.
Our competitors may also make more significant and effective investments in innovation, growth of their
businesses and enhancing their customer reach and engagement and may outcompete us in any of these areas.
Increased investments made or innovative services offered by our competitors may require us to divert significant
managerial, financial and human resources in order to remain competitive, and ultimately may reduce our market
share and negatively impact the revenues growth and profitability of our business.
22. If we fail to maintain the quality of customer service, we may face difficulties in maintaining existing
and acquiring new customers and our business may be harmed.
If we fail to provide quality customer service, our customers may be less inclined to continue their financial
activities with us or recommend us to new customers, and may switch to our competitors. Customers may raise
complaints against us if they are dissatisfied with the terms and conditions of our loans, such as high interest rates
or hidden charges. Customers might also experience delays in loan disbursement or face challenges in the
repayment process, including difficulties in accessing customer support or resolving disputes. Additionally,
technical issues, such as problems with online platforms or mobile applications, may also prompt customers to
seek redress. Set forth below are details of the customer complaints received by us in the period indicated:
Particulars Six Months Ended September 30, Fiscal
2025 2024 2025 2024 2023
Customer complaints* 1,106 691 1,612 864 405
*Includes legal notices and complaints received through the RBI ombudsman channel and complaints received from credit bureau.
For more details, see “Restated Financial Statements – Disclosure of customer complaints” on page 387.
We have implemented various measures to minimize complaints, which include strengthening first-level
grievance resolution, conducting regular training for branch employees and customer-facing teams on handling
customer queries, improving customer awareness in relation to frauds and safe monetary practices, upgrading our
customer relationship management systems, and prioritizing escalated cases. However, there is no assurance that
these measures will be effective in reducing complaints in the future. If we are unable to redress consumer
complaints and grievances in a timely, efficient and satisfactory manner, our business, reputation and prospects
may be adversely affected.
23. Our Statutory Auditors have included a remark under the section ‘Other Legal and Regulatory
Requirements’ in their audit reports for Fiscals 2024 and 2025.
Our Statutory Auditors have included the following remark under the section ‘Other Legal and Regulatory
Requirements’ in their audit report for Fiscal 2024:
49“Based on our examination which included test checks, the Company has used accounting software and loan
management software for maintaining its books of account which has feature of recording audit trail (edit log)
facility and the same has operated throughout the year for all relevant transactions recorded in the software,
except that audit logs at database level for the accounting software were not enabled and certain parameters of
audit trail were not captured for loan management software. Further, during the course of our audit we did not
come across any instance of audit trail feature being tampered with, wherein the audit trail functionality was
enabled. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, thus
reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as
per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.”
Further, our Statutory Auditors have included the following remark under the section ‘Other Legal and Regulatory
Requirements’ in their audit report for Fiscal 2025:
“Based on our examination which included test checks, the Company has used accounting software and loan
management software for maintaining its books of account which has feature of recording audit trail (edit log)
facility and the same has operated throughout the year for all relevant transactions recorded in the software,
except that audit logs at database level for the accounting software and certain parameters of audit trail were
enabled and made effective from September 19, 2024 onwards.
Further, during the course of our audit we did not come across any instance of audit trail feature being tampered
with, wherein the audit trail functionality was enabled and the audit trail has been preserved by the Company as
per the statutory requirements for record retention.”
The opinion of our Statutory Auditors is not modified in respect of these matters. However, there can be no
assurance that any similar emphasis of matters or observations will not form part of our financial statements for
the future fiscal periods, which could subject us to additional liabilities due to which our reputation and financial
condition may be adversely affected.
24. We are subject to the regulatory framework governing the financial services industry, including the
various regulatory requirements of the Reserve Bank of India (“RBI”). Non-compliance of the
regulations or changes in existing regulations could adversely affect our business, results of operations
and prospects.
As an NBFC, we have to mandatorily obtain a certificate of registration issued by the RBI and comply with other
regulatory requirements as stipulated by the RBI from time to time. For instance, we are required to maintain a
capital adequacy ratio which shall not be less than 15% of our aggregate risk weighted assets on-balance sheet
and of risk adjusted value of off-balance sheet items and our Tier I capital, at any point in time, shall not be less
than 10% and Tier II capital should not exceed Tier I capital. For further information, see “Summary of this
Prospectus - Key Regulatory Ratios” and “Key Regulations and Policies in India” on pages 24 and 256,
respectively. As of September 30, 2025, our capital adequacy ratio was 32.27%, with Tier I capital comprising
32.27% and Tier II capital comprising Nil. 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 capital
adequacy ratios. Further, the RBI may increase its minimum CRAR threshold, which may require us to raise
additional capital. In addition, adverse regulatory developments relating to the assessment and recognition of
NPAs and provisioning may have an adverse effect on our financial performance. Our repayment schedules may
not be adequate to cater to any losses arising out of unanticipated adverse regulatory developments. 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. In addition, any change in RBI or other government regulations in relation
to securitizations by NBFCs could have an adverse impact on our securitization plans in the future. In addition,
we are also subject to the corporate laws, taxation laws and other laws in effect in India which require continued
monitoring and compliance on our part. If we fail to comply with these requirements, or a regulator alleges we
have not complied with these requirements, we may be subject to penalties and compounding proceedings.
25. An increase in portfolio at risk over 30 days (“PAR 30+”) may adversely affect our asset quality,
business, and results of operations.
Portfolio at risk over 30 days (“PAR 30+”) is a key indicator of asset quality and credit risk, representing the
proportion of loans overdue by more than 30 days. An increase in PAR 30+ may signal rising stress in our loan
50portfolio, potentially leading to higher non-performing assets, increased provisioning requirements, and adverse
impact on our profitability and financial condition. Set forth below are our PAR 30+ rates as of the dates indicated:
Particulars As of September 30, As of March 31,
2025 2024 2025 2024 2023
PAR 30+(1) (%) 6.77% 4.98% 6.19% 4.06% 3.35%
Notes:
(1) PAR 30+ refers to AUM which is overdue by more than 30 days as a percentage of the total AUM as of the last day of the relevant
period/year.
The increase in our PAR 30+ rates is primarily on account of macroeconomic stress, borrower overleveraging, or
other factors impacting repayment capacity. If PAR 30+ continues to rise, it may result in higher credit losses and
increased provisioning, and may have an adverse effect on our business, results of operations, cash flows, and
financial condition.
26. Our Company does not have an identifiable promoter in terms of the SEBI ICDR Regulations and the
Companies Act, 2013.
Pursuant to the SEBI ICDR Regulations, Companies Act 2013 and the requirements of the Stock Exchanges, as
on the date of this Prospectus:, (a) there are no person or persons have been named as promoters in the annual
returns filed by the Company; (b) no person or persons have control over the affairs of the Company, directly or
indirectly whether as a shareholder, director or otherwise; and (c) there is no person or persons in accordance with
whose advice, directions or instructions, the Board of Directors is accustomed to act. Furthermore, our Company
does not have an identifiable promoter in terms of the SEBI ICDR Regulations and the Companies Act 2013. Our
Board, vide resolution dated October 30, 2024 had taken note of our Company being a professionally managed
company.
In terms of Regulation 14(1) of the SEBI ICDR Regulations, there is no requirement of minimum promoter’s
contribution in this Offer and accordingly, none of the Equity Shares will be locked in for a period of eighteen
months pursuant to the Offer. In terms of Regulations 17 of the SEBI ICDR Regulations, the entire pre-Offer
equity share capital will be locked-in for a period of six months from the date of Allotment, other than (a) Equity
Shares which are successfully transferred as part of the Offer for Sale; and (b) any Equity Shares allotted to
employees, whether currently an employee or not, pursuant to the Employee Stock Option Plans, prior to the
Offer.
Following the lock-in period of six months, the pre-Offer shareholders, may sell their shareholding in our
Company, depending on market conditions and their investment horizon. Further, any perception by investors that
such sales might occur could additionally affect the trading price of the Equity Shares.
27. We are expected to maintain optimal levels of operating expenditure ratio, credit costs and provision
coverage ratio and failure to do so may have adverse impacts on our business, results of operations, cash
flows and financial conditions.
Maintaining optimal levels of operating expenditure ratio, credit costs, and provision coverage ratio is crucial for
our financial health and operational efficiency. Set forth below are details in relation to our operating expenditure
ratio, credit costs, and provision coverage ratio for the periods indicated:
Particulars Six months Six months As of/ For the Year Ended March 31,
ended ended 2025 2024 2023
September September
30, 2025 30, 2024
Operating Expenditure Ratio(1) 9.45% 8.83% 9.27% 9.50% 10.81%
(%)
Credit Cost(2) (₹ million) 1,729.25 1,013.90 2,888.26 1,314.01 733.50
Provision Coverage Ratio (%) 64.47% 66.07% 67.56% 72.14% 49.82%
*Annualized
Notes:
(1) Operating Expenditure Ratio represents the Operating Expenses for the relevant period/year upon Average of Total Assets, represented
as a percentage.
(2) Credit Cost represents impairment loss (including loss on derecognition) allowance on financial instruments as per Ind AS 109, write off
(net of recovery) for the relevant period.
(3) Provision Coverage Ratio represents total provisions held on Gross NPA as of the last day of the period, as a percentage of total Gross
NPAs as of the last day of the period.
51An increase in the operating expenditure ratio can erode profit margins and necessitate cost-cutting measures,
potentially impacting service quality. Elevated credit costs, arising from higher default rates or adverse credit
environments, can strain financial resources and reduce net income. A lower provision coverage ratio indicates
insufficient reserves to cover potential losses from non-performing assets, exposing the company to higher
financial risk. Conversely, maintaining a high provision coverage ratio requires significant capital allocation,
potentially limiting funds for growth. Failure to manage these ratios effectively can lead to deteriorated financial
performance, increased vulnerability to economic downturns, reduced investor confidence, constraints on capital
availability, and potential regulatory scrutiny and may have adverse impacts on our business, results of operations,
cash flows and financial conditions.
28. Our inability to manage our employee related expenses could adversely impact our results of operations,
financial condition and cash flows.
A significant reduction in our business could impact our ability to adjust our employee numbers commensurately
and reduce our employee benefits expenses in a relatively shorter period. The table below sets forth details of our
employee benefit expenses for the periods indicated:
As of / for the As of / for the As of / for the As of / for the As of / for the
Six Months Six Months Financial Financial Financial
Ended Ended Year ended Year ended Year ended
Particulars
September September March 31, March 31, March 31,
30, 2025 30, 2024 2025 2024 2023
(₹ million)
Total Employees 10,459 8,388 9,102 6,825 5,724
Employee Benefit Expenses 2,365.65 1,739.09 3,796.37 2,752.11 2,122.00
Total Income 8,630.22 7,170.45 15,049.87 10,717.50 6,433.35
Employee Benefit Expenses as a 27.41% 24.25% 25.23% 25.68% 32.98%
Percentage of Total Income (%)
Other large components of our operating expenses include rent, software costs and travelling and conveyance
expenses, which may be difficult to reduce quickly.
It may take us a longer period of time than is optimal in order to adjust our employee numbers or reduce the
associated personnel costs, in the event of any significant reduction in our business. Our inability to retain
sufficient flexibility in our cost structure and adjust to changing business circumstances may adversely affect our
business and results of operations.
29. Certain of our historical records are not traceable, and there have been some delays and inaccuracies
in the filing of certain forms with the RoC. We cannot assure that regulatory proceedings or actions will
not be initiated against us in the future and we will not be subject to any penalty imposed by the
competent regulatory authority in this regard.
Certain of our Company’s historical records and form filings are not traceable. These include:
S. No. Details of missing corporate records
1. Board noting for initial subscription of equity shares to the MOA on August 12, 1993
2. Form 2 filed pursuant to the allotment of equity shares on February 10, 2000
3. Board noting in respect of the allotment of equity shares on February 10, 2000
In respect to the records as mentioned above, we have relied on alternative documents such as annual returns for
the relevant years and register of members maintained by our Company. See “Capital Structure” on page 95.
Further, we have engaged Shirin Bhatt and Associates, Company Secretaries (UIN: S2011DE162600) to conduct
an online search of electronic corporate and secretarial records on the portal of the Ministry of Corporate Affairs,
and a physical search of secretarial and corporate records available with the office of the Registrar of Companies,
Punjab and Chandigarh and the corporate and secretarial records maintained by our Company who have confirmed
the unavailability of such historical records by way of their report dated December 10, 2024. We have also, by
way of a letter dated December 10, 2024 intimated the office of the Registrar of Companies, Punjab and
Chandigarh and the RoC of such untraceable records.
52In the past there was certain instances of delays and inaccuracies in the filing of certain forms with the RoC
including inter alia a delay in the filing of Form MGT-14 dated February 17, 2015 in relation to the preferential
allotment undertaken on the even date and certain instances wherein valuation reports for the preferential allotment
were not attached to the respective return of allotments, omission of certain details of allottees in the list attached
to form filings, and typographical errors in the list of allottees and minutes of certain allotments which were
subsequently clarified to the RoC.
While no legal proceedings have been initiated against us in relation to such untraceable records or delays in form
filings till the date of this Prospectus, we cannot assure you that we will not be subject to any legal proceedings
or regulatory actions, including monetary penalties by statutory authorities on account of any future inadvertent
discrepancies in our secretarial filings and/or corporate records in the future, which may adversely affect our
business, financial condition and reputation.
30. We derive a portion of our interest income (excluding direct assignment purchases and co-lending
adjustments and interest reversals in NPA cases) and AUM from our operations in certain states in
India, and any adverse developments in these states could affect our operations, business and results of
operations.
As of September 30, 2025, 55.74% of our interest income (excluding direct assignment purchases and co-lending
adjustments and interest reversals in NPA cases) and 57.00% of our AUM is derived from our operations in five
states, namely Bihar, Uttar Pradesh, Rajasthan, Madhya Pradesh and Maharashtra. For details of our state-wise
AUM, see “Selected Statistical Information - AUM by State/Territory” on page 471. While our branches are
spread across 18 states and 3 union territories in India, with no state contributing more than 16.00% of each of
our interest income (excluding direct assignment purchases and co-lending adjustments and interest reversals in
NPA cases) and AUM as of September 30, 2025, we may be exposed to risks arising from to any adverse
geological, ecological, economic and/or political circumstances in these states. If there is a sustained downturn in
the economy of those regions or a sustained change in financial patterns in those regions for any reason, our
financial position, results of operations and cash flows may be adversely affected.
31. Our business is subject to seasonality, which may contribute to fluctuations in our results of operations
and financial condition.
Our business is subject to seasonality as we generally see higher borrowings and drawdowns by our borrowers
during the third and fourth quarter of each Fiscal due to increased economic activity towards the end of the Fiscal
owing to the harvest season in rural areas in India. Further, there is typically an increase in retail economic activity
in India during the period from October to March, due to several holiday periods, festivals and improved weather
conditions, resulting in higher volumes of business during this period. As an example, in the six months ended
September 30, 2024, our total revenue from operations was only ₹ 6,922.40 million, which only comprised 47.42%
of our total revenue from operations for Fiscal 2025. Accordingly, our results of operations and financial condition
in one quarter may not accurately reflect the trends for the entire Fiscal and may not be comparable with our
results of operations and financial condition for other quarters. Additionally, any significant event such as
unforeseen floods, earthquakes, political instabilities, epidemics or economic slowdowns which take place during
these peak seasons may adversely affect our business and results of operations. However, there can be no assurance
that we will be able to successfully navigate seasonality in our operations or the impact of any national crisis.
32. We do not own any of our branch offices, including our Registered Office and our Corporate Office.
Any termination or failure by us to renew the lease and license agreements in a favorable and timely
manner, or at all, could adversely affect our business, cash flows and results of operations. Additionally,
we may be unable to enforce our rights under agreements with third parties due to inadequate stamping
or nonregistration of such agreements.
Our Registered Office and our Corporate Office, as well as all of our branches, are located on leased or licensed
premises. The Registered Office has been leased by us pursuant to the lease agreement dated June 1, 2025 for a
period of six years and our Corporate Office has been leased to us pursuant to various lease agreements entered
into between Fiscal 2021 and Fiscal 2024 for a period up to nine years. The typical period for which leases are
generally entered into by our Company for its branches ranges from the period of eleven months to nine years.
The lease agreements can be terminated, and any such termination could result in any of our branches being shifted
or shut down. While we have not faced material issues renewing the leases of our branches in the three preceding
Fiscals and in the six months ended September 30, 2025 and have not faced any termination of lease except in the
ordinary course by our lessors, if these lease and license agreements are not renewed or not renewed on terms
53favorable to us, we may suffer a disruption in our operations or increased costs, or both, which may affect our
business and results of operations. Some of the lease and license agreements may have expired in the ordinary
course of business and we are currently involved in negotiations for the renewal of these lease and license
agreements.
Further, our lease and license agreements are required to be adequately stamped and duly registered. Although we
duly execute our documents, some of the agreements executed by us may be inadequately stamped or unregistered.
For example, certain lease agreements in relation to our branches are unregistered. While such agreements may
be enforceable in accordance with the dispute resolution mechanism set out in such agreements, any inadequately
stamped or unregistered documents may not be admissible as evidence in a court of law until the applicable stamp
duty, with penalty, has been paid and registered, which could affect our ability to enforce our rights under the
agreements in a timely manner or without incurring any additional costs. For information in relation to our
premises, see “Our Business – Property” on page 255.
33. We may enter into related party transactions in the ordinary course of our business and may continue
to do so in future. There may be conflicts of interest associated with such transactions and there can be
no assurance that such transactions will not have an adverse effect on our results of operation and
financial condition.
We have entered into related party transactions in the three preceding Fiscals and in the six months ended
September 30, 2025 and September 30, 2024, each of which have been undertaken on an arms’ length basis and
have been approved by our Audit Committee, Board, Shareholders, or as required by law.
We may also, from time to time, enter into related party transactions in the future. To the extent we may extend
loans or advances to related parties, provide guarantees or security, enter into contracts envisaging delivery of
services, we may face risks in relation to default by such related parties or potential non-recovery or non-
performance of contractual obligations. All related party transactions that we may enter into post-listing, will also
be subject to an approval by our Audit Committee, Board, or Shareholders, as required under the Companies Act
and the SEBI Listing Regulations. Set forth below are details of our related party transactions in the corresponding
periods:
Six Months Six Months
Ended Ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, September 30,
2025 2024
Absolute value of all 99.18 72.18 124.74 84.10 51.74
related party transactions
(₹ million)
Absolute value of all 1.15% 1.01% 0.83% 0.78% 0.80%
related party transactions
as a percentage of total
income (%)
Balances outstanding (₹ 23.97 12.85 5.84 1.25 1.25
million)
Balances outstanding as 0.28% 0.18% 0.04% 0.01% 0.02%
a percentage of total
income (%)
Note: In the six months ended September 30, 2025 and September 30, 2024 and Fiscals 2025 and 2024, our Company gave advances
amounting to ₹ 34.66 million, ₹ 20.00 million, ₹ 20.00 million and ₹ 10.00 million, respectively, to FAME for its CSR activities.
For information on the related party transactions, see “Restated Financial Statements – Note 36 – Related Party
Disclosures” on page 347. The related party transactions are in the nature of issue of rights shares, loans availed,
share based payments, remuneration to KMPs, payment of sitting fees, among others. Such related party
transactions in the future or any other future transactions may potentially involve conflicts of interest which may
be detrimental to the interest of our Company, in spite of obtaining the necessary approvals. 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, results of operations, cash
flows and prospects.
5434. There have been certain instances of delays in payment of statutory dues by our Company in the past.
Any delay in payment of statutory dues by our Company in future, may result in the imposition of
penalties and in turn may have an adverse effect on our Company’s business, financial condition, results
of operation and cash flows.
Our Company is required to pay certain statutory dues including provident fund contributions and employee state
insurance contributions under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 and the
Employees’ State Insurance Act, 1948, respectively, and professional taxes. The table below sets forth the details
of the statutory dues paid by our Company in relation to its employees for the periods indicated below:
For the year ended March For the year ended March For the year ended March
31, 2025 31, 2024 31, 2023
Particulars
Number of Amount (₹ in Number of Amount (₹ in Number of Amount (₹ in
Employees millions) Employees millions) Employees millions)
Employee 13,444 368.28 9,819 269.66 8,726 231.79
provident fund
(includes
employer’s and
employees’
contribution)
Employee state 8,117 38.01 6,867 32.65 6,331 29.33
insurance
corporation
contribution
(includes
employer’s and
employees’
contribution)
Professional tax 7,008 8.12 4,751 5.18 4,336 4.82
Labor welfare fund 6,435 1.41 4,617 1.06 4,255 0.82
There have been certain delays in payment of statutory dues, including employee state insurance corporation,
provident fund, professional tax and income tax amongst others towards regulatory authorities by our Company
as highlighted below:
(₹ million)
Particulars For six months For the year ended For the year ended For the year ended
ended September March 31, 2025 March 31, 2024 March 31, 2023
30, 2025
Employee provident 40.52 0.93 23.43 4.48
fund (includes
employer’s and
employees’ contribution)
Employee state 3.74 - 5.93 -
insurance corporation
contribution (includes
employer’s and
employees’ contribution)
Professional tax 0.62 0.57 - -
Labor welfare fund - 1.01 0.30 0.75
TDS 0.16 3.44 0.01 0.48
GST - - - -
Set forth below are details in relation to number of days and instances of delay, along with reasons for such delay
as on September 30, 2025:
Particulars Total instances of Range of days of Reasons for delay
delay delay
Employee provident fund (includes 8 16 to 189 days NA
employer’s and employees’ contribution)
Employee state insurance corporation 1 1 day NA
contribution (includes employer’s and
employees’ contribution)
55Particulars Total instances of Range of days of Reasons for delay
delay delay
Professional tax 17 1 to 189 days NA
Labor welfare fund - NA NA
TDS 15 22 to 83 days NA
GST - NA NA
We cannot assure you that going forward we will be able to make timely payment of our statutory dues which
could result us into paying interest on the delay in payment of statutory dues or we will not be subject to such
penalties and fines in the future which could adversely affect our business and our results of operations and
financial condition.
35. We rely on third party service providers for certain aspects of our business, who may not perform their
obligations satisfactorily or in compliance with law, which may in turn adversely impact our results of
operations.
Pursuant to the Directions on Managing Risks and Code of Conduct in Outsourcing of Financial Services by
NBFCs issued by the RBI on November 9, 2017, NBFCs have been mandated to put in place necessary safeguards
and corporate governance measures for activities outsourced by them. For further information, see “Key
Regulations and Policies in India” on page 256. We enter into arrangements with third-party service providers,
who provide services that include, among others, document management services, employee background
verification services and customer engagement services, and development/ licensing of our online platforms. We
also availed memberships with credit bureaus for availing credit assessment and other services, and with payment
gateways for cash management services.
Set forth below are details of the expenses incurred by us towards third party service providers in the periods
indicated:
Six Months Six Months
Ended Ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, September 30,
2025 2024
Expenses incurred 175.20 107.66 285.88 196.92 146.98
towards third party
service providers* (₹
million)
Expenses incurred 2.24% 1.88% 2.23% 2.33% 2.57%
towards third party
service providers as a
percentage of total
expenses (%)
*The above expenses incurred towards third party service providers have been calculated only on the basis of actual invoices received during
the period / year, and do not include provisions made and prepaid amortization expenses.
While we have not faced any material instances of disruptions by third party service providers in the three
preceding Fiscals and in the six months ended September 30, 2025, we cannot guarantee that in the future there
will be no disruptions in the provision of such services or that these third parties will adhere to their contractual
obligations. If there is a disruption in the third-party services, or if the third-party service providers discontinue
their service agreements with us, our business, financial condition, cash flows and results of operations will be
adversely affected. In case of any dispute, we cannot assure you that the terms of such agreements will not be
breached, and this may result in litigation or other costs. For further information, see “ – 37. We rely on our
information technology systems for our business and any inadequacy or security breach in such systems could
adversely affect our results of operations, cash flows and reputation.” on page 57.
Further, certain of our agreements require us to indemnify our counterparties for certain losses, and limit
contractual or other liabilities of our counterparties to fees or other amounts received by them from us for a certain
period of time. If such indemnities are invoked, or if our counterparties limit their liabilities to an extent that our
losses are not fully recovered, we may incur additional costs. Such additional costs may adversely affect our
business, financial condition and results of operations.
5636. As of September 30, 2025, we had contingent liabilities which have not been provided for in our financial
statements and could adversely affect our financial condition.
As of September 30, 2025, our contingent liabilities and commitments as per the Restated Financial Statements,
were as follows:
As of September 30, 2025
Particulars
(₹ million)
Income tax laws(1) 129.52
TDS demand(2) 28.50
GST demand(3) 0.90
Total 158.92
(1) This includes an income tax demand of ₹ 76.00 million for assessment year 2023-2024, which has been disputed by our Company and
our Company has filed a rectification request under Section 154 of the Income Tax Act, 1961 for deletion of this demand; and we have
additionally received an income tax demand notice of ₹ 53.52 million for assessment year 2023-2024, alleging under-reporting of
income.
(2) The Company received a demand notice of ₹ 5.40 Million under Section 156 for AY 2018-19 due to an alleged short deduction of TDS.
The Company received a demand notice of ₹23.10 Million under Section 156 for AY 2019-20 due to an alleged short deduction of TDS.
(3) The Company received a demand order under Section 73 of the CGST Act for FY 2024-25 of ₹0.90 Million related to its operations in
Karnataka.
For further information, see “Restated Financial Statements – Note 33 – Contingent liabilities and
commitments” on page 344. We cannot assure you that we will not incur similar or increased levels of contingent
liabilities in the future. If a significant portion of these liabilities materialize, it could have an adverse effect on
our business, financial condition and results of operations.
37. We rely on our information technology systems for our business and any inadequacy or security breach
in such systems could adversely affect our results of operations, cash flows and reputation.
We may be subject to disruptions, failures or infiltrations of our information technology systems arising from
events that are wholly or partially beyond our control (including damage or incapacitation by human error, insider
attacks, electrical or telecommunication outages, sabotage, computer viruses, cyberattacks or similar events, or
loss of support services), which could result in breaches of applicable data security laws and resultant imposition
of monetary penalties. Although we have not experienced any significant disruptions to our information
technology systems in the three preceding Fiscals and in the six months ended September 30, 2025, we cannot
assure you that we will not encounter disruptions in the future.
In addition, we use third party software, platforms, services and data storage services, on-cloud and on-premises
data centres, including payment gateway services, fund disbursement services, cash collection services, electronic
sign services, eNACH services, credit bureau checks, and for automated calls and messages to borrowers.
Infiltration of our or such third parties’ information technology systems may result in data losses or theft of our or
borrowers’ proprietary business or personally identifiable information, resulting in exposure to litigation,
liabilities, remediation costs, disruption of internal operations, increased cybersecurity protection costs and loss
of borrower confidence. Although we have not experienced any data security breaches or cyberattacks in the three
preceding Fiscals and in the six months ended September 30, 2025, any such security breaches or compromise of
technology systems could result in institution of legal proceedings and potential imposition of penalties, which
may have an adverse effect on our business, results of operations, cash flows and reputation.
In addition, we are dependent on external vendors for certain elements of our operations, such as our cloud as well
as digital channels for online payments, which we use and access through agreements with these external vendors.
We are exposed to several risks, including but not limited to, (i) external vendors or service providers may be
unable to fulfil their contractual obligations to us (or will be subject to the risk of operational errors by their
respective employees); (ii) the vendors or their employees may be involved in any fraud or wilful default and (iii)
the risk that our (or our vendors’) business continuity and data security systems prove to be inadequate. While
there has been no material failure by third parties to perform their obligations under agreements in the three
preceding Fiscals and in the six months ended September 30, 2025, and there are currently no pending disputes
regarding such services, there can be no assurance that such failure to perform will not take place in future. Some
or all of the data and information stored by us on the servers and data centres of external vendors, may be subject
to information technology, and data protection laws of countries other than India. While we have not experienced
any such instances in the three preceding Fiscals and in the six months ended September 30, 2025, breach of such
laws by us or the external vendor may expose us to liability under such laws, and/or trigger indemnity provisions
57under our arrangements with such vendors. Further, any change in vendors’ regional laws that conflict with legal
requirements in India could also expose us to compliance and regulatory risk.
If we fail to adapt to technological advances such as AI, business analytics, digital lending solutions, mobile
banking and access to lender aggregators quickly and effectively, it could affect the performance and features of
our product offerings and services and reduce our attractiveness to existing and potential borrowers, thereby
adversely affecting our business, financial condition, results of operations, and cash flows.
38. We may not be able to identify, monitor and manage risks or effectively implement our risk management
policies, which could adversely affect our business, financial condition and results of operations.
The effectiveness of our risk management is affected by the quality and timeliness of available data. We have
devoted significant resources to develop and implement our risk management policies and procedures based on
checks and balances required to manage various risks and intend to continue doing so in the future. However,
there may be human error in assessing the right data at the right time in order to develop or modify appropriate
risk management policies and procedures. We have policies and procedures in place to measure, manage and
control the various risks to which we are exposed, which include our asset management policy, credit policy,
whistle blower and vigilance mechanism, fair practices code, grievance redressal policy, internal guidelines on
corporate governance, investment policy, risk management policy, IT policies and procedures, and KYC and anti-
money laundering policy. Our Board of Directors and various committees of our Board, including the Risk
Management Committee, review our internal policies and procedures, including our risk management policies
from time to time. We also depend on our information technology systems to assist us with our risk management
functions, and carry out periodic IT audits to identify risk areas. In addition, our policies and procedures to
identify, monitor and manage risks may not be fully effective. Some of our risk management processes may not
be automated and subject to human error, such as the process required to assess an applicant’s income, expenses
and other payment obligations. Some of our methods of managing risks are based on the use of observed historical
market behaviour and may not accurately predict future risk exposures, which could be significantly greater than
those indicated by the historical measures.
In addition, as we seek to expand the scope of our operations, we also face the risk of inability to develop
commensurate risk management policies and procedures. Other risk management methods depend upon an
evaluation of information regarding the markets we operate in, the borrowers we service and certain other matters,
which may not be accurate, complete, up-to-date or properly evaluated in all cases. Our earnings are dependent
upon the effectiveness of our management of changes in asset quality and risk concentrations, the accuracy of our
underwriting, evaluation models and our critical accounting estimates and the adequacy of our allowances for loan
losses. To the extent our assessments, assumptions or estimates prove inaccurate or not predictive of actual results,
we could suffer higher than anticipated losses. For further information, see “ – 39. Any failure or significant
weakness of our internal processes or systems could cause operational errors or incidents of fraud, which
would adversely affect our business, profitability and reputation.” on page 58. If we fail to effectively implement
our risk management policies, it could have an adverse effect on our business, results of operations, cash flows
and financial condition.
39. Any failure or significant weakness of our internal processes or systems could cause operational errors
or incidents of fraud, which would adversely affect our business, profitability and reputation.
Our internal audit functions make an evaluation of the adequacy and effectiveness of internal systems on an
ongoing basis so that business units adhere to our policies, compliance requirements and internal guidelines. We
have an internal audit team of three employees, as of September 30, 2025 , which reports directly to senior
management and the Board to maintain transparency and accountability. We follow a structured audit approach
across all branches and departments that includes both scheduled and surprise audits to evaluate the effectiveness
of our internal controls, financial reporting accuracy, and adherence to regulatory standards.
While we periodically test and update our internal processes and systems, we are exposed to operational risks
arising from the potential inadequacy or failure of internal processes or systems. While we have not faced any
material instances of failure of internal processes and systems in the three preceding Fiscals and in the six months
ended September 30, 2025, our actions may not be sufficient to ensure effective internal checks and balances in
all circumstances. Our management information systems, internal audit/ vigilance system and internal control
procedures may not identify every instance of non-compliance or every suspicious transaction. If internal system
or process weaknesses are identified, our actions may not be sufficient to identify the root cause and correct such
weakness. Owing to our volume of transactions and wide geographic presence, there may be lapses in timely
58completion of internal audit as per the schedule. It is possible that errors may repeat or compound before they are
discovered and rectified. In Fiscal 2023, the RBI conducted an inspection and issued certain observations in
relation to inter alia low coverage of internal audit and deficiencies in reporting. For details of the observations
issued by the RBI and our responses to the same, see “ – 44 As a NBFC-ML, we are subject to periodic
inspections by the Reserve Bank of India. Non-compliance with observations made by the RBI during these
inspections could expose us to penalties and restrictions, which may have an adverse effect on our business,
results of operations, cash flows and financial condition” on page 61. Failures or material errors in our internal
systems may lead to events such as inaccurate financial reporting, fraud and failure of critical systems and
infrastructure.
More recently, the RBI issued a press release dated October 17, 2024 .wherein four NBFCs were directed to cease
and desist from disbursal of loans with effect from October 21, 2024. The reason for this press release was because
the weighted average lending rate and interest spread of these NBFCs were found to be exorbitant and not in
compliance with the Master Direction – Reserve Bank of India (Regulatory Framework on Microfinance Loans)
Directions, 2022, the Master Direction – Reserve Bank of India (Non-Banking Financial Companies – Scale Based
Regulation) Directions, 2023, and the fair practice code. Subsequently, all NBFCs including our Company
received a communication from the RBI wherein the press release was required to be tabled before the Board and
we were required to confirm on our (i) regulatory risk analysis, (ii) detailed assessment of interest rate structure
and, (iii) directions of the Board in this regard. We communicated our reply to the RBI by way of an email dated
November 14, 2024, which stated that the components of pricing were in compliance with our current interest rate
policy and supported by our internal audit function. The Board further acknowledged that our operational costs
were a little higher in comparison to our peers, due to our underwriting in Tier-II and Tier-III cities being based
on personal income assessment, which requires extensive discussion, filed visits and reference checks; as well as
our borrowings profile being a mix of both mortgage and hypothecation loans, which are secured against working
capital assets of MSMEs. The Board concluded that based on the abovementioned analysis, pricing components
were reasonable, but that we should endeavor to reduce our operational costs.
40. We are exposed to operational risks and losses that may occur due to acts of misappropriation or fraud
by our employees.
We are exposed to risks of loss, theft, fraud, misappropriation and unauthorised transactions by third-party field
staff and our employees. We may be unable to adequately prevent or deter such activities in all cases. In the last
three Fiscals and in the six months ended September 30, 2025, we experienced acts of fraud, forgery and
misappropriation committed by or involving our customers, borrowers and employees. In particular, we faced
instances of manipulation, misrepresentation and fraud, such as embezzlement of cash, cheating and forgery. The
fraud detected was mainly due to embezzlement of cash and fabricated collateral and identity documents. The
table below shows the number of fraud cases we have experienced and the amounts involved in the six months
ended September 30, 2025 and in Fiscals 2025, 2024 and 2023:
Particulars Six Months Six Months Fiscal 2025 Fiscal 2024 Fiscal 2023
Ended Ended
September30, September
2025 30, 2024
(₹ million)
No. of Fraud Cases 1 1 2 12 2
Amounts Involved 1.33 1.33 3.03 4.23 0.45
Amounts Involved as a Percentage of 0.00%* 0.00%* 0.01% 0.01% 0.00%*
AUM (%)
*Negligible
While such fraud cases did not have a material impact on our business and operations, these risks are exacerbated
by the high levels of responsibility we delegate to our in-house collections team and field agents and the
geographically dispersed nature of our network. There can be no assurance that our collection technology,
insurance policies, and systems to detect fraud, misappropriation and misuse will be effective in preventing or
deterring such activities in all cases. Given the high number of transactions we process daily, certain instances of
fraud and misconduct may go unnoticed or may only be discovered after a significant period has elapsed if at all.
Even when we discover such instances of fraud, theft or other misconduct and pursue legal recourse or file claims
with our insurance carriers, we cannot assure you that we will recover any of the amounts lost. In addition, we
may be subject to regulatory or other proceedings in connection with any unauthorised transactions, fraud or
misappropriation, which could adversely affect our goodwill, business prospects and financial performance. While
as on the date of this Prospectus, no legal proceedings have been initiated against us in relation to such cases, we
59cannot assure you that we will not be subject to such legal proceedings or regulatory actions, which may adversely
affect our business, financial condition and reputation.
41. Some of our Directors may have interest in entities, which are in businesses similar to ours and this may
result in conflict of interest with us.
As of the date of this Prospectus, certain of our Directors, namely, our Chairman and Independent Director,
Govinda Rajulu Chintala and two of our Independent Directors, Vinay Baijal and Padmaja Nair, have interests in
entities that are engaged in businesses similar to ours. Our Chairperson and Independent Director, Govinda Rajula
Chintala, is currently serving on the board of directors of Annapurna Finance Private Limited and IIFL Samasta
Finance Limited. Our Independent Director, Vinay Baijal, is currently serving on the board of directors of Indifi
Capital Private Limited. Our Independent Director, Padmaja Nair, is currently serving on the board of directors
of UC Inclusive Credit Private Limited. While there have not been any conflicts in the interest of our directors in
our Company, we cannot assure you that our Directors will not provide competitive services or otherwise compete
in business lines in which we are already present or will enter into in the future. In such event, our business,
financial condition and results of operations may be adversely affected. Our Company will adopt the necessary
procedures and practices as permitted by law to address any conflict situation as and when they arise.
42. Our credit decisions are led by our internal credit policy and an inability to make accurate credit
decisions could adversely impact our business and financial results.
In making a decision whether to extend credit to prospective customers, we rely upon data received from our
customers and third-party intermediaries to assess credit handling ability, debt servicing capacity, and overall risk
level to determine lending exposure and loan pricing in accordance with our internal credit policy. The data we
receive and rely upon includes data from the credit bureaus, our API stack enabling independent validation from
source, observations from our front end teams, feedback from credit and underwriting teams, and other sources
of income and value of collateral. If the components or analytics are either unstable, biased, or missing key pieces
of information, the wrong decisions will be made which will negatively affect our financial results. If we are
unable to properly assess the creditworthiness of our customers, including a failure to predict a customer’s true
credit risk profile and/or ability to repay their loan, we may need to record additional provision expense and/or
experience higher than forecasted losses. Furthermore, if we are unable to access the third-party data used in our
decision structure, or our access to such data is limited, our ability to accurately evaluate potential customers will
be compromised, and we may be unable to effectively predict probable credit losses inherent in our loan portfolio,
which would negatively impact our results of operations, which could be material.
43. Our insurance coverage may not be sufficient or may not adequately protect us against all material
hazards, which may adversely affect our business, results of operations, cash flows and financial
condition.
Our operations are subject to various risks inherent to the finance industry, as well as fraud, theft, robbery, acts of
terrorism and other force majeure events. We cannot assure you that our insurance policies will provide adequate
coverage in certain circumstances, such as credit loss and loss of profit, and such policies may be subject to certain
deductibles, exclusions and limits on coverage. Set forth below are details of our insurance coverage, as of the
corresponding dates:
As of September
As of March 31,
Particulars 30,
2025 2025 2024 2023
Insurance coverage (₹ million) 529.22 477.92 350.29 274.24
Book value of total assets (₹ 226.20 212.62 170.81 89.63
million)
Percentage of total assets 100.00% 100.00% 100.00% 100.00%
covered (%)
Percentage of net value of assets 304.71% 334.59% 282.14% 327.21%
covered (property, plant and
equipment) (%)
Percentage of net value of assets 117.18% 100.33% 121.80% 274.88%
covered (cash) (%)
Note: The value of amount of asset/book value at each year end is excluding value of leasehold improvement.
60Even if we have insurance for the incident giving rise to the loss, we may be required to pay a significant deductible
on any claim for recovery of such a loss, or the amount of the loss may exceed our coverage for the loss. While
we have not experienced significant claims for insurance which have been rejected in the three preceding Fiscals
and in the six months ended September 30, 2025, we cannot assure you that any claim under the insurance policies
maintained by us will be honoured fully, in part or on time, or that we have obtained sufficient insurance to cover
all potential losses. We apply for the renewal of our insurance coverage in the normal course of our business and
while there have been no material instances of renewal applications being rejected in the three preceding Fiscals
and in the six months ended September 30, 2025 , we cannot assure you that such renewals will be granted in a
timely manner, or at acceptable cost, or at all. To the extent that we suffer loss or damage, or successful assertion
of one or more large claims against us for events for which we are not insured, or which is not covered by
insurance, exceeds our insurance coverage or where our insurance claims are rejected, the loss would have to be
borne by us and our results of operations, financial condition and cash flows could be adversely affected. For
information in relation to our insurance coverage, see “Our Business – Insurance” on page 252.
44. As a NBFC, we are subject to RBI’s regulations in relation to excess interest. Non-adherence and non-
compliance of the same could adversely affect our business, results of operations and prospects.
Under the Scale Based Regulations, the RBI mandates that NBFCs adopt an interest rate model considering factors
such as the cost of funds, margin, and risk premium. The interest rates and the rationale for charging different
rates to various borrower categories must be disclosed to the borrower in the application form and communicated
explicitly in the sanction letter. Additionally, these rates should be made available on the company's website or
published in relevant newspaper. Non-compliance of the same could lead to sanctions and penalties against us
and our management, as well as expose us to heightened risks. While we have adhered to the conditions stipulated
by the RBI in relation to excess interest in the six months ended September 30, 2025 and the last three Fiscals, if
we fail to comply with these requirements in the future, or if the RBI alleges that we have not complied with these
requirements, we may be subject to penalties and compounding proceedings, which could adversely affect our
business, results of operations and prospects.
45. We are subject to regulations on foreign debt and priority sector lending issued by the RBI. Changes in
these regulations can could adversely affect our business, results of operations and prospects.
Our ability to raise foreign funds through debt is governed by RBI regulations and is subject to restrictions,
including raising loans only from recognized lenders and with minimum average maturity period of not less than
three years, except in specified cases. In addition, any changes to the regulations on priority sector lending may
also disrupt our sources of funding. As of the date of this Prospectus, the RBI mandates domestic commercial
banks (excluding regional rural banks and SFBs) and foreign banks with at least 20 branches, to maintain an
aggregate 40.00% of adjusted net bank credit or credit equivalent of off-balance sheet exposure, whichever is
higher, as ‘priority sector lending’. In the event that the laws relating to priority sector lending to banks undergo
a change, or if any part of our loan portfolio is no longer classified as priority sector lending by the RBI, or if we
are no longer able to satisfy the prescribed conditions to be eligible for such classification, our ability to raise
resources based on priority sector advances would be hindered. For further information on these regulations, see
“Key Regulations and Policies in India” on page 256. We cannot assure you that our business will continue to
generate sufficient cash to enable us to service our existing and future debt or to fund our other liquidity needs.
46. We operate in an industry which is significantly influenced by favourable government initiatives which
may lead to increased competition.
The implementation of various government schemes and initiatives, such as the Pradhan Mantri MUDRA Yojana
(PMMY), may lead to increased competition in our target segments as the preferential terms and conditions
offered under such government schemes could result in a shift of potential borrowers away from NBFCs to these
government-backed programs. This shift could adversely our loan disbursement volumes and interest income.
Furthermore, any changes or expansions in these government initiatives could exacerbate these effects, potentially
leading to a reduction in the market share and profitability. reliance on government schemes may lead to increased
exposure to policy changes and regulatory risks which may adversely affect our business, results of operations,
cash flows and financial conditions.
6147. We may incur additional expenses and operational challenges while operating in semi-urban markets.
Our target customers are micro-scale businesses with annual turnovers ranging from ₹ 2 million to ₹ 10 million,
predominantly located in semi-urban areas in tier II, tier III, and tier IV towns. In semi-urban locations,
infrastructure may be limited, particularly for transportation, electricity and internet bandwidth. At some of our
branch offices in remote locations, we may face difficulties in conducting operations, such as accessing power
facilities, transporting people and equipment, and implementing technology measures. We may also face increased
costs in conducting our business and operations and implementing security measures. We cannot assure you that
such costs will not increase in the future as we expand our branch network further into semi-urban markets and
also into rural markets, which could adversely affect our profitability.
48. We are subject to collateral value fluctuations and are exposed to technological failures in our day-to-
day business.
Our experience in providing business loans secured by property or working assets, as well as unsecured or partly
secured loans, has enabled us to remain responsive to our business needs. However, there exists a potential risk
that fluctuations in property values or the financial health of borrowers could adversely impact the collateral value
and the loan recovery process. Furthermore, our reliance on a 'phygital' presence, which integrates physical on-
the-ground operations with advanced technology and data science, may expose us to risks associated with
technological failures, data breaches, or inadequate integration of digital and physical processes. These factors
could materially affect our ability to effectively service micro-scale MSMEs and maintain operational efficiency.
Consequently, any disruption in these areas could have a significant adverse effect on our business, financial
condition, and results of operations.
49. Our underwriting operations and field collections are vulnerable to inaccurate credit assessments which
may impair our credit risk management and could have an adverse effect on our business, results of
operations, cash flows and financial condition.
Our underwriting expertise, which helps us in targeting segments with limited business documentation or credit
history, is based on rigorous evaluation of creditworthiness through estimations of business cash flows and profit
margins within specific business clusters. However, there is a potential risk that inaccuracies in estimating cash
flows and profit margins, or changes in the economic conditions affecting these business clusters, could lead to
incorrect credit assessments. Furthermore, our collection capabilities, which include a field team at our branches,
tele-collections, and digital models, may encounter operational challenges or inefficiencies. Any deficiencies in
our underwriting or collection processes could materially impair our ability to manage credit risk effectively, and
may adversely affect our business, results of operations, cash flows and financial condition.
50. We are vulnerable to errors in loan processing and disbursement, which can lead to financial losses,
reputational damage and may adversely affect our business, cash flows, and financial condition.
There are certain inherent risks involved in disbursing loans through various channels, including physical branches
and mobile applications like SwitchPe. In relation to physical disbursements, we are vulnerable to operational
risks, which encompass errors in loan processing and disbursement. Cybersecurity risks are also significant,
particularly with mobile applications, as they are vulnerable to data breaches and cyber-attacks, potentially
compromising sensitive customer information. Failure to effectively manage our disbursement channels can lead
to financial losses, reputational damage and may adversely affect our business, cash flows, and financial condition.
51. We are required to obtain certain statutory and regulatory licenses and approvals for our operations and
any failure or omission to obtain, maintain or renew such licenses and approvals in a timely manner, or
at all, could adversely affect our business, cash flows and results of operations.
We are required to obtain, and have obtained, certain statutory and regulatory licenses and approvals in India for
our operations. For further information, see “Government and Other Approvals” on page 479. We may be required
to obtain new registrations, permits and approvals for our business, as a result of change in current regulations or
for any proposed expansion strategy. There can be no assurance that the relevant authorities will grant or renew
such approvals in a timely manner or at all. If we fail to obtain any applicable approvals, licenses, registrations or
consents in a timely manner or at all, some of our contracts with third parties may be terminated and we may not
be able to undertake certain operations of our business.
62A majority of these approvals are granted for a limited duration and are subject to numerous conditions. For
example, our Company has a certificate of registration from the RBI to operate as an NBFC-ML, which requires
our Company to comply with certain terms and conditions for our Company to continue our operations as an
NBFC-ML. In addition, we require several registrations to operate our branches in the ordinary course of business.
These registrations include those required to be obtained or maintained under applicable legislations governing
shops and establishments, professional tax and GST registrations of the particular state in which we operate.
The approvals required by us are subject to numerous conditions and we cannot assure you that these would not
be suspended or revoked in the event of non-compliance or alleged non-compliance with any terms or conditions
thereof, or pursuant to any regulatory action. For example, we are in the process of updating additional places of
business under some of our state GST registrations in relation to certain branches. 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. Further, if we fail to comply, or a regulator claims that we have not complied, with any conditions set
out in our approvals or permissions or licenses, we may be liable to fines or penalties, and our certificates of
registration may be suspended or cancelled and we would no longer be able to carry on such activities required
for our business.
52. We are required to ensure compliance with money-laundering laws and a failure to detect money
laundering or other illegal activities in a timely manner could expose us to liabilities which in turn may
adversely affect our business and reputation.
As a regulated entity, we are required to comply with applicable anti-money-laundering (“AML”) and anti-
terrorism laws and other regulations in India. In the ordinary course of our operations, we run the risk of failing
to comply with the prescribed KYC procedures and the consequent risk of fraud and money laundering by
dishonest customers and assessment of penalties or imposition of sanctions against us for such compliance failures
despite having implemented systems and controls designed to prevent the occurrence of these risks. We have not
experienced any material instances of money laundering or similar illegal activities in the three preceding Fiscals
and in the six months ended September 30, 2025. Any inability on our part to detect such activities fully and on a
timely basis, may subject us to regulatory actions including imposition of fines and penalties and adversely affect
our business and reputation. For further information, see “ – 39. Any failure or significant weakness of our
internal processes or systems could cause operational errors or incidents of fraud, which would adversely affect
our business, profitability and reputation.” on page 58.
53. Any negative publicity regarding our Company or the financial services industry could damage our
reputation and adversely impact our business and financial results.
Negative publicity regarding us or our operations or the financial services industry in generally could adversely
affect our ability to attract and retain customers and may expose us to litigation and regulatory action. While we
have not been subject to any adverse publicity, there can be no assurance that there will not be any negative
publicity in future.
Negative incidents or adverse publicity could erode customer trust and confidence in us, particularly if such
incidents attract regulatory investigations. Negative publicity can result from our own or our third-party service
providers’ actual or alleged conduct, and actions taken by government regulators in response to that conduct. The
dissemination of inaccurate information online could harm our business, reputation, prospects, financial condition
and operating results, regardless of the information’s accuracy. Such unverifiable or false information regarding
us may be published online or on social media by third parties, or any other such damage to our brand or our
reputation may result in withdrawal of business by our existing customers and loss of new business from potential
customers, could increase our costs, lead to litigation or result in negative publicity that could damage our
reputation and adversely affect our business, results of operations and financial condition.
54. We may be unable to adequately protect our intellectual property and may be subject to risks of
infringement claims.
Our trademark name and logo is registered with the Trade Marks Registry of India. As of the date of this
Prospectus, our Company does not have any registered trademarks in India and has filed applications for three
trademarks in India, which are currently pending. We cannot assure you that these applications will be accepted
and that these trademarks will be registered. For further information, see “Government and Other Approvals –
Intellectual Property Rights” on page 251. There can be no assurance that third parties will not infringe upon our
intellectual property, causing damage to our business prospects, reputation, and goodwill. Further, while we take
care to ensure that we comply with the intellectual property rights of third parties, we cannot determine with
63certainty whether we are infringing upon any existing third-party intellectual property rights. While we have not
been involved in any intellectual property disputes in the past, we cannot assure you that we will not be involved
in such disputes in the future, including disputes relating to our pending trademark applications. Any intellectual
property claims, with or without merit, could be very time-consuming, could be expensive to settle or litigate and
could divert our management’s attention and other resources. These claims could also subject us to significant
liability for damages, potentially including enhanced statutory damages if we are found to have wilfully infringed
intellectual property rights. While such claims by third parties have not been made to us historically, the
occurrence of any of the foregoing would adversely affect our business operations and financial results.
55. Industry information included in this Prospectus has been derived from an industry report prepared by
CRISIL, exclusively commissioned and paid for by us for such purpose.
Certain information regarding the industry and the market in which the Company operates, included in this Draf
Red Herring Prospectus has been derived from the report titled “Report on Loans and Financial Services Industry
in India” dated November 2025 (“CRISIL Report”) prepared by CRISIL appointed and exclusively
commissioned by our Company pursuant to letter dated October 23, 2024 at an agreed fees to be paid by our
Company and is available on the website of our Company at https://www.ayefin.com/wp-
content/uploads/2024/12/industry-report.pdf. The report is a paid report and is subject to various limitations and
based upon certain assumptions, parameters and conditions that are subjective in nature. It also uses certain
methodologies for market sizing and forecasting which may or may not be accurate.
Industry sources and publications are also prepared based on information as of specific dates. Further, there is no
assurance that such information has been compiled or presented on the same basis as may be presented elsewhere.
In addition, statements from third parties that involve estimates, projections, forecasts and assumptions are subject
to change, and actual amounts may differ materially from those included in this Prospectus. Due to possibly flawed
or ineffective 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 for other
economies and should not be unduly relied upon.
You should consult your own advisors and undertake an independent assessment of information in this Prospectus
based on, or derived from, the CRISIL Report before making any investment decision regarding the Offer. For the
disclaimer associated with the CRISIL Report, see, “Certain Conventions, Use of Financial Information and
Market Data and Currency of Presentation – Industry and Market Data” on page 15.
56. Our Company may not be able to pay dividends in the future. Our ability to pay dividends in the future
will depend upon our future earnings, financial condition, profit after tax available for distribution, cash
flows, working capital requirements and capital expenditure and the terms of our financing
arrangements.
We have not declared any dividends on the Equity Shares during the last three Fiscals and for the six months
ended September 30, 2025, and from July 1, 2025, until the date of this Prospectus. We do not have a dividend
policy as it is applicable only to the Top 500 equity-listed companies, in accordance with the SEBI Listing
Regulations. Our ability to pay dividends in the future will depend on our earnings, financial condition, cash flow,
working capital requirements, capital expenditure and restrictive covenants of our financing arrangements. The
declaration and payment of dividends will be recommended by our Board and approved by our Shareholders, at
their discretion, subject to the provisions of the Articles of Association and applicable law, including the
Companies Act, 2013. Any future determination as to the declaration and payment of dividends will be at the
discretion of our Board and will depend on factors that our Board deems relevant, including among others, profits,
capital requirements, contractual obligations and restrictions, restrictive covenants in financing arrangements, our
overall financial condition and other factors considered relevant by our Board.
We cannot assure you that we will be able to pay dividends in the future. Accordingly, realization of a gain on
Shareholders’ investments will depend on the appreciation of the price of the Equity Shares.
6457. Certain financial information in this Prospectus has been presented on an annualized basis.
We have presented certain financial information for the six months ended September 30, 2025 and September 30,
2024 on an annualized basis (“Annualized Data”) in this Prospectus for better comparability of certain financial
data disclosing similar information for a financial year. The calculation of such financial information does not
take into account any seasonal factors or any other potential factor which could impact quarter-on-quarter or
period-on-period variations, and may not reflect our actual performance in these periods. Such Annualized Data
should not be considered in isolation or as a substitute for analysis of our operating results, or as an indicators of
our operating performance, liquidity, profitability or cash flows.
58. We will not receive any proceeds from the Offer for Sale portion. Further, the objects of the Fresh Issue
for which the funds are being raised have not been appraised by any bank or financial institutions. Any
variation in the utilization of our Net Proceeds as disclosed in this Prospectus would be subject to certain
compliance requirements, including prior Shareholders’ approval.
We will not receive any proceeds from the Offer for Sale portion and objects of the Fresh Issue for which the
funds are being raised have not been appraised by any bank or financial institutions. Any variation in the utilization
of our Net Proceeds as disclosed in this Prospectus would be subject to certain compliance requirements, including
prior Shareholders’ approval. The Offer includes an offer for sale of Equity Shares aggregating to ₹ 3,000.00
million by the Selling Shareholders. The proceeds from the Offer for Sale (after deducting the applicable Offer
expenses) will be paid to the Selling Shareholders and we will not receive any such proceeds.
We intend to use the Net Proceeds from the Fresh Issue towards augmenting our capital base to meet our future
capital requirements, which are expected to arise out of growth of our business and assets. Pending utilization of
the Net Proceeds, we intend to deposit such Net Proceeds in one or more scheduled commercial banks included
in the Second Schedule of the RBI Act, as may be approved by our Board. The proposed deployment of Net
Proceeds has not been appraised by any bank or financial institution or other independent agency and is based on
internal management estimates based on current market conditions and historic level of expenditures. Any
variation in the utilization of the Net Proceeds shall be on account of a variety of factors such as our financial
condition, business and strategy and external factors such as market conditions and competitive environment,
which may not be within the control of our management, and may be subject to various other approvals, which
includes, amongst others obtaining prior approval of the Shareholders of the Company. The Offer expenses are
estimated to be approximately ₹ 537.27 million. Various risks and uncertainties, including those set forth in this
“Risk Factors” section on page 33, may limit or delay our efforts to use the Net Proceeds to achieve profitable
growth in our business.
Accordingly, the use of the Net Proceeds to fund our growth and for other purposes identified by our management
may not result in actual growth of our business, increased profitability or an increase in the value of our business
and your investment. For further details, see “Objects of the Offer” on page 124.
59. There is no assurance that even after capital infusion in our Company through the Net Proceeds, our
Company will achieve the expected growth in our revenue, profitability or business operations.
While the Net Proceeds from the Offer are intended to strengthen our capital base, support future growth, and
enable us to pursue our business strategies, there can be no assurance that such capital infusion will result in
increased revenue, profitability, or business expansion as anticipated. Our ability to grow and improve our
financial performance depends on a variety of factors, including but not limited to, prevailing macroeconomic
conditions, competitive dynamics, regulatory changes, customer demand, and effective deployment of capital.
There is a risk that, despite the capital infusion, our Company may not be able to scale its operations, expand its
loan book, or achieve the targeted returns on equity and assets. Investors should not assume that the capital
infusion will necessarily translate into higher revenue, growth or profitability for our Company.
60. We are subject to the bankruptcy code in India, the applicability of which may impact our ability to
recover loans from customers.
Under the Insolvency and Bankruptcy Code, 2016 (“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. If insolvency proceedings are
initiated against a debtor to our Company, we may not have complete control over the recovery of amounts due
to us. Any decision of the committee of creditors must be taken by a vote of not less than 75% of the voting share
65of all financial creditors. Any resolution plan approved by committee of creditors is binding upon all creditors,
even if they vote against it.
In the case of a liquidation process, 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 and debts owed to
workmen and other employees. The claims of secured creditors, workmen and other employee dues and unsecured
financial creditors have priority over dues owed to the Central and State Governments. Moreover, other secured
creditors may decide to opt out of the process, in which case they are permitted to realize their security interests
in priority.
While the applicable provisions of the IBC in relation to insolvency resolution and bankruptcy for individuals,
i.e., certain provisions of Part III of the IBC, are currently not notified, when these provisions of the IBC are
notified in the future, it may affect how we recover our loans and enforce our rights in compliance with the IBC
with respect to these salaried and self-employed individuals.
61. We have in this Prospectus included certain non-GAAP financial measures and certain other industry
measures related to our operations and financial performance. These non-GAAP measures and industry
measures may vary from any standard methodology that is applicable across the financial services
industry, and therefore may not be comparable with financial or industry related statistical information
of similar nomenclature computed and presented by other companies.
Certain non-GAAP financial measures and certain other industry measures relating to our operations and financial
performance have been included in this Prospectus. We compute and disclose such non-GAAP financial measures
and such other industry related statistical information relating to our operations and financial performance as we
consider such information to be useful measures of our business and financial performance, and because such
measures are frequently used by securities analysts, investors and others to evaluate the operational performance
of players in the Indian financial services industry, many of which provide such non-GAAP financial measures
and other industry related statistical and operational information. Such non-GAAP financial measures may be
different from financial measures and statistical information disclosed or followed by other NBFCs. Such
supplemental financial and operational information is therefore of limited utility as an analytical tool, and
investors are cautioned against considering such information either in isolation or as a substitute for an analysis
of our audited financial statements as reported under applicable accounting standards disclosed elsewhere in this
Prospectus.
These non-GAAP financial measures and such other industry related statistical and other information relating to
our operations and financial performance may not be computed on the basis of any standard methodology that is
applicable across the industry and therefore may not be comparable to financial measures and industry related
statistical information of similar nomenclature that may be computed and presented by other companies. For
further information, see “Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Non-GAAP Measures” on page 428.
62. Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and
IFRS, which investors may be more familiar with and may consider material to their assessment of our
financial condition.
The Restated Financial Statements are derived from our audited special purpose interim financial statements as at
and for the six months ended September 30, 2025 and September 30, 2024, and our audited financial statements
as at and for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, prepared in
accordance with Ind AS, and restated in accordance with requirements of Section 26 of Part I of Chapter III of
Companies Act, SEBI ICDR Regulations and the Guidance Note on “Reports in Company Prospectuses (Revised
2019)” issued by ICAI. Ind AS differs in certain significant respects from IFRS, U.S. GAAP and other accounting
principles with which prospective investors may be familiar in other countries. If our financial statements were to
be prepared in accordance with such other accounting principles, our results of operations, cash flows and financial
position may be substantially different. Prospective investors should review the accounting policies applied in the
preparation of our financial statements, and consult their own professional advisers for an understanding of the
differences between these accounting principles and those with which they may be more familiar. Any reliance
by persons not familiar with Indian accounting practices on the financial disclosures presented in this Prospectus
should be limited accordingly.
66External Risk Factors
63. The determination of the Price Band is based on various factors and assumptions and the Offer Price,
price to earnings ratio and market capitalization to revenue multiple based on the Offer Price of our
Company, may not be indicative of the market price of the Company on listing or thereafter.
Our revenue from operations for the six months ended September 30, 2025 and Fiscal 2025 was ₹ 8,435.14 million
and ₹ 14,597.32 million, respectively. Further, profit for the period / year for the six months ended September 30,
2025 and Fiscal 2025 was ₹ 645.97 million and ₹ 1,752.52 million, respectively. The table below sets forth details
of our price to earnings ratio and market capitalization to revenue from operations at the upper end of the Price
Band:
Particulars Price to Earnings Ratio** Market Capitalization to Revenue^^
For the six months ended September 30, 2025 38.86 1.89
For Fiscal 2025 13.81 2.18
**Based on diluted EPS (not annualised) and Cap Price
^^Not Annualised
The determination of the Price Band is based on various factors and assumptions, and will be determined by our
Company in consultation with the BRLMs. The relevant financial parameters based on which the Price Band will
be determined shall be disclosed in the advertisement that will be issued for the publication of the Price Band.
Further, the Offer Price of the Equity Shares is proposed to be determined on the basis of assessment of market
demand for the Equity Shares offered through the book-building process prescribed under the SEBI ICDR
Regulations, and certain quantitative and qualitative factors as set out in the section “Basis for the Offer Price”
on page 130 and the Offer Price, multiples and ratios may not be indicative of the market price of the Company
on listing or thereafter.
Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market on the
Stock Exchanges may not develop or be sustained after the Offer. Listing does not guarantee that a market for the
Equity Shares will develop, or if developed, the liquidity of such market for the Equity Shares.
The market price of the Equity Shares may be subject to significant fluctuations in response to, among other
factors, variations in our operating results, market conditions specific to the industry we operate in, developments
relating to India, announcements by third parties or governmental entities of significant claims or proceedings
against us, volatility in the securities markets in India and other jurisdictions, variations in the growth rate of
financial indicators, variations in revenue or earnings estimates by research publications, and changes in
economic, legal and other regulatory factors. As a result, we cannot assure you that an active market will develop
or sustained trading will take place in the Equity Shares or provide any assurance regarding the price at which the
Equity Shares will be traded after listing. Further, the market price of the Equity Shares may decline below the
Offer Price. We cannot assure you that you will be able to sell your Equity Shares at or above the Offer Price.
64. Changing laws, rules and regulations in India could lead to new compliance requirements that are
uncertain.
Our business, financial performance, cash flow and results of operations could be adversely affected by
unfavourable changes in or interpretations of existing, or the promulgation of new, laws, rules and regulations
applicable to us and our business. Our business, cash flows, results of operations and prospects may be adversely
impacted, to the extent that we are unable to suitably respond to and comply with any such changes in applicable
law and policy. The regulatory and policy environment in which we operate are evolving and are subject to change.
The GoI may implement new laws or other regulations and policies that could affect our business in general,
which could lead to new compliance requirements, including requiring us to obtain approvals and licenses from
the Government and other regulatory bodies, or impose onerous requirements.
For instance, the GoI has enacted the Digital Personal Data Protection Act, 2023 (“Data Protection Act”) on
personal data protection for implementing organizational and technical measures in processing personal data and
lays down norms for cross-border transfer of personal data including ensuring the accountability of entities
processing personal data. The Data Protection Act requires companies that collect and deal with high volumes of
personal data to fulfil certain additional obligations such as appointment of a data protection officer for grievance
redressal and a data auditor to evaluate compliance with the Data Protection Act. We may incur increased costs
and other burdens relating to compliance with such new requirements, which may also require significant
67management time and other resources, and any failure to comply may adversely affect our business, results of
operations and prospects. Additionally, the Ministry of Electronics and Information Technology (“MeitY”) has
approved and notified the Digital Personal Data Protection Rules, 2025 (“DPDP Rules”) for public consultation
on November 13, 2025. The DPDP Rules facilitate the implementation of the Digital Protection Act. It aims to
strengthen the legal framework for the protection of digital personal data by providing necessary details and an
actionable framework. The DPDP Rules lays down various implementation aspects such as the notice by the data
fiduciary to the individuals, registration and obligations of consent manager, processing of personal data for
issuance of subsidy, benefit, services by State, applicability of reasonable security safeguards, intimation of
personal data breach, providing details about availing of the rights by the individuals, processing of personal data
of child or of person with disability, setting up the Data Protection Board (“Board”), appointment and service
conditions of the chairperson and other members of the Board, functioning of Board as digital office, procedure
to appeal to appellate tribunal among others.
In addition, the GoI has introduced the Code on Social Security, 2020 (“Social Security Code”); the Occupational
Safety, Health and Working Conditions Code, 2020; the Industrial Relations Code, 2020 and the Code on Wages,
2019, which consolidate, subsume and replace numerous existing central labour legislations (collectively, the
“Labour Codes”). The GoI has deferred the effective date of implementation of the respective Labour Codes,
and they shall come into force from such dates as may be notified. Different dates may also be appointed for the
coming into force of different provisions of the Labour Codes. While the rules for implementation under these
codes have not been notified, we are yet to determine the impact of all or some such laws on our business and
operations which may restrict our ability to grow our business in the future and increase our expenses. For
instance, under the Social Security Code, a new concept of deemed remuneration has been introduced, such that
where an employee receives more than half (or such other percentage as may be notified by the Central
Government) of their total remuneration in the form of allowances and other amounts that are not included within
the definition of wages under the Social Security Code, the excess amount received shall be deemed as
remuneration and accordingly be added to wages for the purposes of the Social Security Code and the compulsory
contribution to be made towards the employees’ provident fund. In another example, the GoI has made it
mandatory for business establishments with turnover above a certain size to offer digital modes of payment from
November 2019, with no charges being levied on the consumers or the merchants by banks and payment service
providers. Such measures could adversely impact our income streams in the future and adversely affect its
financial performance.
Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in, governing
law, regulation or policy in the jurisdictions in which we operate, 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
impact the viability of our current business or restrict our ability to grow our business in the future. 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, cash flows, financial condition and prospects. For instance, the Supreme Court of India has
in a decision clarified the components of basic wages which need to be considered by companies while making
provident fund payments, which resulted in an increase in the provident fund payments to be made by companies.
Any such decisions in future or any further changes in interpretation of laws may have an impact on our financial
conditions, cash flows and results of operations.
65. Natural or man-made disasters, fires, epidemics, pandemics, acts of war, terrorist attacks, civil unrest
and other events could materially and adversely affect our business.
Natural disasters (such as typhoons, flooding and earthquakes), epidemics, pandemics and man-made disasters,
including acts of war, terrorist attacks and other events such as political instability, including strikes,
demonstrations, protests, marches or other types of civil disorder, many of which are beyond our control, may
lead to economic instability, including in India or globally, which may in turn materially and adversely affect our
business, financial condition, cash flows and results of operations. Our operations may be adversely affected by
fires, natural disasters and/or severe weather, which can result in damage to our offices or branches and generally
reduce our productivity and may require us to evacuate personnel and suspend operations.
A number of countries in Asia, including India, as well as countries in other parts of the world, are susceptible to
contagious diseases and, for example, have had confirmed cases of diseases such as the highly pathogenic H7N9,
H5N1 and H1N1 strains of influenza in birds and swine and more recently, the COVID-19. As a result, any future
outbreak of a contagious disease could have an adverse effect on our business and the trading price of the Equity
Shares.
68Any terrorist attacks or civil unrest as well as other adverse social, economic and political events in India or
countries to which we sell or propose to sell our products could have a negative effect 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 effect on our business and the price of the Equity Shares.
66. We may be affected by competition laws in India, the adverse application or interpretation of which
could adversely affect our business.
The Competition Act, 2002, of India, as amended (“Competition Act”), was enacted for the purpose of preventing
practices that have or are likely to have an adverse effect on competition in India and has mandated the
Competition Commission of India (“CCI”) to prevent such practices. Under the Competition Act, any formal or
informal arrangement, understanding or action in concert, which causes or is likely to cause an appreciable adverse
effect on competition (“AAEC”) is considered void and may result in the imposition of substantial penalties.
Further, any agreement among competitors which directly or indirectly involves the determination of purchase or
sale prices, limits or controls production, supply, markets, technical development, investment or the provision of
services or shares the market or source of production or provision of services in any manner, including by way of
allocation of geographical area or number of consumers in the relevant market or directly or indirectly results in
bid-rigging or collusive bidding is presumed to have an AAEC and is considered void. The Competition Act also
prohibits abuse of a dominant position by any enterprise. If it is proved that the contravention committed by a
company took place with the consent or connivance or is attributable to any neglect on the part of, any director,
manager, secretary or other officer of such company, that person shall be also guilty of the contravention and may
be punished.
Further, the CCI has extra-territorial powers and can investigate any agreements, abusive conduct or combination
occurring outside India if such agreement, conduct or combination has an AAEC in India. However, the impact
of the provisions of the Competition Act on the agreements entered into by us cannot be predicted with certainty
at this stage. In the event we pursue an acquisition in the future, we may be affected, directly or indirectly, by the
application or interpretation of any provision of the Competition Act, or any enforcement proceedings initiated
by the CCI, or any adverse publicity that may be generated due to scrutiny or prosecution by the CCI or if any
prohibition or substantial penalties are levied under the Competition Act, it would adversely affect our business,
results of operations, cash flows and prospects. The manner in which the Competition Act and the CCI affect the
business environment in India may also adversely affect our business, financial condition, cash flows and results
of operations.
The Competition (Amendment) Act, 2023 (“Competition Amendment Act”) was notified on April 11, 2023,
which amends the Competition Act and give the CCI additional powers to prevent practices that harm competition
and the interests of consumers. The Competition Amendment Act, inter alia, modifies the scope of certain factors
used to determine AAEC, reduces the overall time limit for the assessment of combinations by the CCI from 210
days to 150 days and empowers the CCI to impose penalties based on the global turnover of entities, for anti-
competitive agreements and abuse of dominant position. The Competition Amendment Act also enumerates the
categories of combinations that, upon satisfying the specified criteria, are exempted from the notice requirements
under the Competition Act. The CCI has introduced the Competition Commission of India (General) Regulations,
2024, which will replace the previous General Regulations, 2009. These new regulations follow the passage of
the Competition Amendment Act last year. We have not experienced any instances wherein we were subject to
any penalty or received any notice from the CCI in the last three Fiscals and six months ended September 30,
2025 we cannot assure you such instances will not arise in the future.
67. Financial and political instability in other countries may cause increased volatility in Indian financial
markets.
The Indian market and the Indian economy are influenced by economic and market conditions in other countries,
including conditions in the United States of America, Europe and certain emerging economies in Asia. In
particular, the ongoing military conflicts between Russia and Ukraine and the Israel-Gaza conflict could result in
increased volatility in, or damage to, the worldwide financial markets and economy. Increased economic volatility
and trade restrictions could result in increased volatility in the markets for certain securities and commodities and
may cause inflation. Any worldwide financial instability including possibility of default in the US debt market
may cause increased volatility in the Indian financial markets and, directly or indirectly, adversely affect the Indian
economy and financial sector and us. Although economic conditions are different in each country, investors’
reactions to developments in one country can have adverse effects on the securities of companies in other
69countries, including India. A loss of investor confidence in the financial systems of other emerging markets may
cause increased volatility in Indian financial markets and, indirectly, in the Indian economy in general. Concerns
related to a trade war between large economies may lead to increased risk aversion and volatility in global capital
markets and consequently have an impact on the Indian economy.
In addition, China is one of India’s major trading partners and there are rising concerns of a possible slowdown
in the Chinese economy as well as a strained relationship with India, which could have an adverse impact on the
trade relations between the two countries. In response to such developments, legislators and financial regulators
in the United States and other jurisdictions, including India, implemented a number of policy measures designed
to add stability to the financial markets. However, the overall long-term effect of these and other legislative and
regulatory efforts on the global financial markets is uncertain, and they may not have the intended stabilising
effects.
These developments, or the perception that any of them could occur, have had and may continue to have an
adverse effect on global economic conditions and the stability of global financial markets, and may significantly
reduce global market liquidity, restrict the ability of key market participants to operate in certain financial markets
or restrict our access to capital. This could have an adverse effect on our business, financial condition and results
of operations and reduce the price of the Equity Shares.
68. If inflation were to rise in India, we might not be able to increase the prices of our products at a
proportional rate in order to pass costs on to our customers thereby reducing our margins.
Inflation rates in India have been volatile in recent years, and such volatility may continue in the future. India has
experienced high inflation in the recent past. Increased inflation can contribute to an increase in interest rates and
increased costs to our business, including increased costs of wages and other expenses.
Rising inflation may also impact our lending operations. Higher inflation can lead to increased interest rates,
which may reduce demand for loans, affect borrowers’ repayment capacity, and result in higher delinquencies or
non-performing assets. Additionally, inflation may erode the real value of collateral and reduce the purchasing
power of our customers, impacting their ability to service debt.
High fluctuations in inflation rates may also make it more difficult for us to accurately estimate or control our
costs. Any increase in inflation in India can increase our expenses, which we may not be able to adequately pass
on to our customers, whether entirely or in part, and may adversely affect our business, results of operations, cash
flows and financial condition. In particular, we might not be able to reduce our costs or increase the price of our
products to pass the increase in costs on to our customers. In such case, our business, results of operations, cash
flows and financial condition may be adversely affected.
Further, the Government of India has previously initiated economic measures to combat high inflation rates, and
it is unclear whether these measures will remain in effect. There can be no assurance that Indian inflation levels
will not worsen in the future.
69. Investors may not be able to enforce a judgment of a foreign court against us, our Directors and
executive officers in India, except by way of a law suit in India.
Our Company is a company incorporated under the laws of India as a company limited by shares and majority of
our Directors are located in India. As of the date of this Prospectus, all of our assets, our Key Managerial Personnel
and senior management and officers are also located in India. As a result, it may not be possible for investors to
effect service of process upon our Company or such persons in jurisdictions outside India, or to enforce judgments
obtained against such parties outside India. Furthermore, it is unlikely that an Indian court would enforce foreign
judgments if that court was of the view that the amount of damages awarded was excessive or inconsistent with
public policy, or if judgments are in breach or contrary to Indian law. In addition, a party seeking to enforce a
foreign judgment in India is required to obtain approval from the RBI to execute such a judgment or to repatriate
outside India any amounts recovered.
Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of the Code
of Civil Procedure, 1908. India is not party to any international treaty in relation to the recognition or enforcement
of foreign judgments. India has reciprocal recognition and enforcement of judgments in civil and commercial
matters with only a limited number of jurisdictions, such as the United Kingdom, Singapore, United Arab
Emirates, Hong Kong, New Zealand, Fiji and Malaysia. In order to be enforceable, a judgment from a jurisdiction
70with reciprocity must meet certain requirements established in the Indian Code of Civil Procedure, 1908. The
CPC only permits the enforcement and execution of monetary decrees in the reciprocating jurisdiction, not being
in the nature of any amounts payable in respect of taxes, other charges, fines or penalties and does not apply to
arbitration awards (even if such awards are enforceable as a decree or judgment). Judgments or decrees from
jurisdictions which do not have reciprocal recognition with India, including the United States, cannot be enforced
by proceedings in execution in India. Therefore, a final judgment for the payment of money rendered by any court
in a non-reciprocating territory for civil liability, whether or not predicated solely upon the general laws of the
non-reciprocating territory, would not be directly enforceable in India. However, it is unlikely that a court in India
would award damages on the same basis as a foreign court if an action were brought in India or that an Indian
court would enforce foreign judgments if it viewed the amount of damages as excessive or inconsistent with the
public policy in India. Further, there is no assurance that a suit brought in an Indian court in relation to a foreign
judgment will be disposed of in a timely manner.
Risks Relating to the Equity Shares and this Offer
70. The trading volume and market price of the Equity Shares may be volatile following the Offer.
The market price of the Equity Shares may fluctuate as a result of, among other things, the following factors, some
of which are beyond our control:
• quarterly variations in our results of operations;
• results of operations that vary from the expectations of securities analysts and investors;
• results of operations that vary from those of our competitors;
• changes in expectations as to our future financial performance, including financial estimates by research
analysts and investors;
• a change in research analysts’ recommendations;
• announcements by us or our competitors of significant acquisitions, strategic alliances, joint operations
or capital commitments;
• announcements by third parties or governmental entities of significant claims or proceedings against us;
• new laws and governmental regulations applicable to our industry;
• additions or departures of key management personnel;
• changes in exchange rates;
• fluctuations in stock market prices and volume; and
• general economic and stock market conditions.
Changes in relation to any of the factors listed above could adversely affect the price of the Equity Shares.
71. A downgrade in ratings of India and other jurisdictions we operate in may affect the trading price of the
Equity Shares.
Our borrowing costs and our access to the debt capital markets depend significantly on the credit ratings of India.
Any further adverse revisions to credit ratings for India and other jurisdictions we operate in by international
rating agencies may adversely impact our ability to raise additional financing. This could have an adverse effect
on our ability to fund our growth on favourable terms and consequently adversely affect our business and financial
performance and the price of the Equity Shares.
7172. The Indian tax regime has undergone substantial changes which could adversely affect our business
and the trading price of the Equity Shares.
Any change in Indian tax laws could have an effect on our operations. The Government of India has implemented
two major reforms in Indian tax laws, namely the Goods and Services Tax (“GST”), and provisions relating to
general anti-avoidance rules (“GAAR”). The indirect tax regime in India has undergone a complete overhaul. The
indirect taxes on goods and services, such as central excise duty, service tax, central sales tax, state value added
tax, surcharge and excise have been replaced by GST with effect from July 1, 2017. The GST regime continues
to be subject to amendments and its interpretation by the relevant regulatory authorities is constantly evolving.
GAAR became effective from April 1, 2017. The tax consequences of the GAAR provisions being applied to an
arrangement may result in, among others, a denial of tax benefit to us and our business. In the absence of any
substantial precedents on the subject, the application of these provisions is subjective. If the GAAR provisions
are made applicable to us, it may have an adverse tax impact on us. Further, if the tax costs associated with certain
of our transactions are greater than anticipated because of a particular tax risk materializing on account of new
tax regulations and policies, it could affect our profitability from such transactions.
Earlier, distribution of dividends by a domestic company was subject to Dividend Distribution Tax (“DDT”), in
the hands of the company at an effective rate of 20.56% (inclusive of applicable surcharge and cess). Such
dividends were generally exempt from tax in the hands of the shareholders. However, the GoI has amended the
Income-tax Act, 1961 (“IT Act”) to abolish the DDT regime. Accordingly, any dividend distribution by a
domestic company is subject to tax in the hands of the investor at the applicable rate. Additionally, the Company
is required to withhold tax on such dividends distributed at the applicable rate.
For instance, the Government of India has announced the union budget for the Financial Year 2026 (“Budget”),
pursuant to which the Finance Act, 2025 has amended the Income-tax Act, 1961, including the capital gains tax
rates with effect from the date of announcement of the Budget. We have not fully determined the effects of these
recent and proposed laws and regulations on our business. Investors are advised to consult their own tax advisors
and to carefully consider the potential tax consequences of owning, investing or trading in the Equity Shares.
There is no certainty on the impact that the Finance Act may have on our business and operations or on the industry
in which we operate. Uncertainty in the applicability, 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 affect the
viability of our current business or restrict our ability to grow our business in the future.
We cannot predict whether any new tax laws or regulations impacting our services will be enacted, what the nature
and impact of the specific terms of any such laws or regulations will be or whether if at all, any laws or regulations
would have an adverse effect on our business. Further, any adverse order passed by the appellate authorities/
tribunals/ courts would have an effect on our profitability. In addition, we are subject to tax related inquiries and
claims.
73. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse
effect on the value derived from our Equity Shares, independent of our operating results.
On listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in respect
of our Equity Shares will also be paid in Indian Rupees and subsequently converted into the relevant foreign
currency for repatriation, if required. Any adverse movement in currency exchange rates during the time taken for
such conversion may reduce the net dividend to foreign investors. In addition, any adverse movement in currency
exchange rates during a delay in repatriating the proceeds from a sale of Equity Shares outside India, for example,
because of a delay in regulatory approvals that may be required for the sale of Equity Shares may reduce the
proceeds received by Shareholders. For example, the exchange rate between the Indian Rupee and the U.S. dollar
has fluctuated substantially in recent years and may continue to fluctuate substantially in the future, which may
have an adverse effect on the returns on our Equity Shares, independent of our operating results.
7274. Pursuant to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like
Additional Surveillance Measure (ASM) and Graded Surveillance Measures (GSM) by the Stock
Exchanges in order to enhance market integrity and safeguard the interest of investors.
SEBI and Stock Exchanges in order to enhance market integrity and safeguard interest of investors, have been
introducing various enhanced pre-emptive surveillance measures. The main objective of these measures is to alert
and advice investors to be extra cautious while dealing in these securities and advice market participants to carry
out necessary due diligence while dealing in these securities. Accordingly, SEBI and Stock Exchanges have
provided for (a) GSM on securities where such trading price of such securities does not commensurate with
financial health and fundamentals such as earnings, book value, fixed assets, net-worth, price per equity multiple
and market capitalization; and (b) ASM on securities with surveillance concerns based on objective parameters
such as price and volume variation and volatility.
On listing, we may be subject to general market conditions which may include significant price and volume
fluctuations. The price of our Equity Shares may also fluctuate after the Offer due to several factors such as
volatility in the Indian and global securities market, our profitability and performance, performance of our
competitors, changes in the estimates of our performance or any other political or economic factor. The occurrence
of any of the abovementioned factors may trigger the parameters identified by SEBI and the Stock Exchanges for
placing securities under the GSM or ASM framework such as net worth and net fixed assets of securities, high
low variation in securities, client concentration and close to close price variation.
In the event our Equity Shares are covered under such pre-emptive surveillance measures implemented by SEBI
and the Stock Exchanges, we may be subject to certain additional restrictions in relation to trading of our Equity
Shares such as limiting trading frequency (for example, trading either allowed once in a week or a month) or
freezing of price on upper side of trading which may have an adverse effect on the market price of our Equity
Shares or may in general cause disruptions in the development of an active market for and trading of our Equity
Shares.
75. The Equity Shares have never been publicly traded and the Offer may not result in an active or liquid
market for the Equity Shares. Further, the price of the Equity Shares may be volatile, and the investors
may be unable to resell the Equity Shares at or above the Offer Price, or at all.
Prior to the Offer, there has been no public market for the Equity Shares, and an active trading market on the stock
exchanges may not develop or be sustained after the Offer. Listing and quotation does not guarantee that a market
for the Equity Shares will develop, or if developed, the liquidity of such market for the Equity Shares. Our Equity
Shares are expected to trade on NSE and BSE after the Offer, but there can be no assurance that active trading in
our Equity Shares will develop after the Offer, or if such trading develops that it will continue. Investors may not
be able to sell our Equity Shares at the quoted price if there is no active trading in our Equity Shares. There has
been significant volatility in the Indian stock markets in the recent past, and the trading price of our Equity Shares
after the Offer could fluctuate significantly as a result of market volatility or due to various internal or external
risks, including but not limited to those described in this Prospectus. The market price of our Equity Shares may
be influenced by many factors, some of which are beyond our control, including, among others:
• the failure of security analysts to cover the Equity Shares after the Offer, or changes in the estimates of our
performance by analysts;
• the activities of competitors and suppliers;
• future sales of the Equity Shares by us or our Shareholders;
• investor perception of us and the industry in which we operate;
• changes in accounting standards, policies, guidance, interpretations of principles;
• our quarterly or annual earnings or those of our competitors;
• developments affecting fiscal, industrial or environmental regulations; and
• the public’s reaction to our press releases and adverse media reports.
73A decrease in the market price of our Equity Shares could cause you to lose some or all of your investment.
76. Investors may be subject to Indian taxes arising out of income arising on the sale and dividend on the
Equity Shares.
Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares
in an Indian company is generally taxable in India. A securities transaction tax (“STT”) is levied on equity shares
sold on an Indian stock exchange. Any capital gains exceeding ₹125,000, realized on the sale of listed equity
shares on a recognised stock exchange, held for more than 12 months may be subject to long-term capital gains
tax in India at the rate of 12.5% (plus applicable surcharge and cess). This beneficial provision is, inter alia, subject
to payment of STT. Further any capital gains realised on the sale of listed equity shares of an Indian company,
held for more than 12 months, which are sold using any platform other than a recognized stock exchange and on
which no STT has been paid, will be subject to long term capital gains tax in India at the rate of 10% (plus
applicable surcharge and cess), without indexation benefits.
Further, any gain realized on the sale of our Equity Shares held for a period of 12 months or less immediately
preceding the date of transfer, will be subject to short-term capital gains tax in India at the rate of 20% (plus
applicable surcharge and cess), subject to STT being paid at the time of sale of such shares. Otherwise, such gains
will be taxed at the applicable rates.
Capital gains arising from the sale of the Equity Shares will not be chargeable to tax in India in cases where relief
from such taxation in India is provided under a treaty between India and the country of which the seller is resident
read with the Multilateral Instrument, if and to the extent applicable, and the seller is entitled to avail benefits
thereunder. Generally, Indian tax treaties do not limit India’s ability to impose tax on capital gains. As a result,
residents of other countries may be liable for tax in India as well as in their own jurisdiction on a gain realised
upon the sale of the Equity Shares. The Company may or may not grant the benefit of a tax treaty (where
applicable) to a non-resident shareholder for the purposes of deducting tax at source pursuant to any corporate
action including dividends.
77. Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they
purchase in the Offer.
The Equity Shares will be listed on the Stock Exchanges. Pursuant to applicable Indian laws, certain actions must
be completed before the Equity Shares can be listed and trading in the Equity Shares may commence. Investors’
book entry, or ‘demat’ accounts with depository participants in India, are expected to be credited with the Equity
Shares within one working day of the date on which the Basis of Allotment is approved by the Stock Exchanges.
The Allotment and transfer of Equity Shares in this Offer and the credit of such Equity Shares to the applicant’s
demat account with depository participant could take approximately three Working Days from the Bid Closing
Date and trading in the Equity Shares upon receipt of final listing and trading approvals from the Stock Exchanges
is expected to commence within three Working Days of the Bid Closing Date. There could be a failure or delay
in the listing of the Equity Shares on the Stock Exchanges. Any failure or delay in obtaining the approval or
otherwise any delay in commencing trading in the Equity Shares would restrict investors’ ability to dispose of
their Equity Shares. There can be no assurance that the Equity Shares will be credited to investors’ demat accounts,
or that trading in the Equity Shares will commence, within the time periods specified in this risk factor. We could
also be required to pay interest at the applicable rates if allotment is not made, refund orders are not dispatched or
demat credits are not made to investors within the prescribed time periods.
78. Any future issuance of Equity Shares, or convertible securities or other equity linked instruments by us
may dilute your shareholding and sale of Equity Shares by shareholders with significant shareholding
may adversely affect the trading price of the Equity Shares.
We may be required to finance our growth through future equity offerings. Any future equity issuances by us,
including a primary offering of Equity Shares, convertible securities or securities linked to Equity Shares including
through exercise of employee stock options, may lead to the dilution of investors’ shareholdings in our Company.
Any future equity issuances by us or sales of our Equity Shares by our shareholders may adversely affect the
trading price of the Equity Shares, which may lead to other adverse consequences including difficulty in raising
capital through offering of our Equity Shares or incurring additional debt. Any disposal of Equity Shares by our
major shareholders or the perception that such issuance or sales may occur, including to comply with the minimum
public shareholding norms applicable to listed companies in India may adversely affect the trading price of the
Equity Shares, which may lead to other adverse consequences including difficulty in raising capital through
74offering of the Equity Shares or incurring additional debt. There can be no assurance that we will not issue Equity
Shares, convertible securities or securities linked to Equity Shares or that our Shareholders will not dispose of,
pledge or encumber their Equity Shares in the future. Any future issuances could also dilute the value of your
investment in the Equity Shares. In addition, any perception by investors that such issuances or sales might occur
may also affect the market price of our Equity Shares.
79. Under Indian law, foreign investors are subject to investment restrictions that limit our ability to attract
foreign investors, which may adversely affect the trading price of the Equity Shares.
Under foreign exchange regulations currently in force in India, transfer of shares between non-residents and
residents are freely permitted (subject to certain restrictions), if they comply with the pricing guidelines and
reporting requirements specified by the RBI. If the transfer of shares, which are sought to be transferred, is not in
compliance with such pricing guidelines or reporting requirements or falls under any of the exceptions referred to
above, then a prior approval of the RBI will be required. Additionally, shareholders who seek to convert Rupee
proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency from India require
a no-objection or a tax clearance certificate from the Indian income tax authorities. As provided in the foreign
exchange controls currently in effect in India, the RBI has provided that the price at which the Equity Shares are
transferred be calculated in accordance with internationally accepted pricing methodology for the valuation of
shares at an arm’s length basis, and a higher (or lower, as applicable) price per share may not be permitted. We
cannot assure investors that any required approval from the RBI or any other Indian government agency can be
obtained on any particular terms, or at all. Further, due to possible delays in obtaining requisite approvals,
investors in the Equity Shares may be prevented from realizing gains during periods of price increase or limiting
losses during periods of price decline.
The Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in respect of the
Equity Shares will be paid in Indian Rupees and subsequently converted into appropriate foreign currency for
repatriation. In addition, any adverse movement in exchange rates during a delay in repatriating the proceeds from
a sale of Equity Shares outside India, for example, because of a delay in regulatory approvals that may be required
for the sale of Equity Shares, may reduce the net proceeds received by shareholders.
In addition, pursuant to the Press Note No. 3 (2020 Series), dated April 17, 2020, issued by the DPIIT, which has
been incorporated as the proviso to Rule 6(a) of the FEMA Non-debt Rules, all investments under the foreign
direct investment route by entities of a country or where the beneficial owner of the Equity Shares is situated in
or is a citizen of any such country, can only be made through the Government approval route, as prescribed in the
Consolidated FDI Policy dated October 15, 2020 and the FEMA Rules. While the term “beneficial owner” is
defined under the Prevention of Money-Laundering (Maintenance of Records) Rules, 2005 and the General
Financial Rules, 2017, neither the foreign direct investment policy nor the FEMA Rules provide a definition of
the term “beneficial owner”. The interpretation of “beneficial owner” and enforcement of this regulatory change
involves certain uncertainties, which may have an adverse effect on our ability to raise foreign capital. Further,
there is uncertainty regarding the timeline within which the said approval from the GoI may be obtained, if at all.
We cannot assure investors that any required approval from the RBI or any other governmental agency can be
obtained on any particular terms or at all. For further information, see “Restrictions on Foreign Ownership of
Indian Securities” on page 541.
80. QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of
quantity of Equity Shares or the Bid Amount) at any stage after the submission of their Bid, and Retail
Individual Investors are not permitted to withdraw their Bids after closure of the Bid/ Offer Closing
Date.
Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are required to pay the Bid Amount
on submission of the Bid and are not permitted to withdraw or lower their Bids (in terms of quantity of Equity
Shares or the Bid Amount) at any stage after submitting a Bid. Retail Individual Investors can revise their Bids
during the Bid/ Offer Period and withdraw their Bids until the Bid/ Offer Closing Date. While we are required to
complete all necessary formalities for listing and commencement of trading of the Equity Shares on all Stock
Exchanges where such Equity Shares are proposed to be listed, including Allotment, within three Working Days
from the Bid/ Offer Closing Date or such other period as may be prescribed by the SEBI, events affecting the
investors’ decision to invest in the Equity Shares, including adverse changes in international or national monetary
policy, financial, political or economic conditions, our business, results of operations, cash flows or financial
condition may arise between the date of submission of the Bid and Allotment.
75Retail Individual Investors can revise their Bids during the Bid / Offer Period and withdraw their Bids until Bid /
Offer Closing Date. While our Company is required to complete all necessary formalities for listing and
commencement of trading of the Equity Shares on all Stock Exchanges where such Equity Shares are proposed
to be listed including Allotment pursuant to the Offer within three Working Days from the Bid / Offer Closing
Date, events affecting the Investors’ decision to invest in the Equity Shares, including material adverse changes
in international or national monetary policy, financial, political or economic conditions, our business, results of
operations, cash flows or financial condition may arise between the date of submission of the Bid and Allotment.
We may complete the Allotment of the Equity Shares even if such events occur, and such events may limit the
Investors’ ability to sell the Equity Shares Allotted pursuant to the Offer or cause the trading price of the Equity
Shares to decline on listing.
81. Investors may be restricted in their ability to exercise pre-emptive rights under Indian law and thereby
may suffer future dilution of their ownership position.
Under the Companies Act, a company having share capital and incorporated in India must offer its holders of
equity shares pre-emptive rights to subscribe and pay for a proportionate number of shares to maintain their
existing ownership percentages before the issuance of any new equity shares, unless the pre-emptive rights have
been waived by adoption of a special resolution by holders of three-fourths of the equity shares voting on such
resolution.
However, if the law of the jurisdiction the investors are in, does not permit them to exercise their pre-emptive
rights without our Company filing an offer document or registration statement with the applicable authority in
such jurisdiction, the investors will be unable to exercise their pre-emptive rights unless our Company makes such
a filing. If we elect not to file a registration statement, the new securities may be issued to a custodian, who may
sell the securities for the investor’s benefit. The value such custodian receives on the sale of such securities and
the related transaction costs cannot be predicted. In addition, to the extent that the investors are unable to exercise
pre-emptive rights granted in respect of the Equity Shares held by them, their proportional interest in our Company
would be reduced.
82. A third-party could be prevented from acquiring control of us post this Offer, because of anti-takeover
provisions under Indian law.
As a listed Indian entity, there are provisions in Indian law, including the SEBI (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011 (“SEBI Takeover Regulations”) that may delay, deter or prevent a future
takeover or change in control of our Company. Under the SEBI Takeover Regulations, any person together with
persons acting in concert, who acquire 25% or more of the voting rights in a listed company, or otherwise obtains
control, is required to make an open offer to acquire a minimum of 26% of the voting share capital from public
shareholders. Although these provisions have been formulated to ensure that interests of investors/shareholders
are protected, these provisions may also discourage a third party from attempting to take control of our Company
subsequent to completion of the Issue. Consequently, even if a potential takeover of our Company would result
in the purchase of the Equity Shares at a premium to their market price or would otherwise be beneficial to our
shareholders, such a takeover may not be attempted or consummated because of requirements prescribed under
the SEBI Takeover Regulations.
83. Rights of shareholders of companies under Indian law may be more limited than under the laws of other
jurisdictions.
Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, including the
Companies Act, 2013 and the SEBI Listing Regulations, the validity of corporate procedures, directors’ fiduciary
duties, responsibilities and liabilities, and shareholders’ rights may differ from those that would apply to a
company in another jurisdiction. Shareholders’ rights under Indian law may not be as extensive and wide-spread
as shareholders’ rights under the laws of other countries or jurisdictions. Further, enforcement of rights under
Indian law may be subject to procedural delays and limitations in Investors may face challenges in asserting their
rights as shareholder of our Company than as a shareholder of an entity in another jurisdiction.
7684. U.S. holders should consider the impact of the passive foreign investment company (“PFIC”) rules in
connection with an investment in our Equity Shares.
A non-US corporation will be a PFIC for U.S. federal income tax purposes for any taxable year if either: (i) 75%
or more of its gross income is passive income or (ii) 50% or more of the total value of its assets is attributable to
assets, including cash, that produce or are held for the production of passive income. Our Company will be treated
as owning its proportionate share of the assets and earning its proportionate share of the income of any other
corporation in which it owns, directly or indirectly, 25% or more (by value) of the stock.
No assurance can be given that our Company will or will not be considered a PFIC in the current or future years.
The determination of whether or not our Company is a PFIC is a factual determination that is made annually after
the end of each taxable year, and there can be no assurance that our Company will not be considered a PFIC in
the current taxable year or any future taxable year because, among other reasons, (i) the application of the PFIC
rules to a non-US, non-bank fintech company such as our Company is uncertain in several respects under current
U.S. federal income tax law, (ii) the composition of our Company’s income and assets will vary over time, and
(iii) ) our Company holds, and may continue to hold, a substantial amount of cash following this offering. Further,
our Company’s PFIC status may depend on the market price of its Equity Shares, which may fluctuate
considerably. Prospective investors should consult their own tax advisors on whether and how the PFIC rules may
apply to their investment in Equity Shares.
77SECTION III – INTRODUCTION
THE OFFER
The following table summarizes details of the Offer:
Offer(1) 78,294,571* Equity Shares of face value of ₹2 each aggregating to
₹10,100.00* million
Of which:
Fresh Issue(1) 55,038,759* Equity Shares of face value of ₹2 each aggregating to
₹7,100.00* million
Offer for Sale(1) 23,255,812* Equity Shares of face value of ₹2 each aggregating to
₹3,000.00* million
The Offer consists of:
A. QIB Category(2) Not less than 58,720,930* Equity Shares of face value of ₹2 each
aggregating to ₹7,575.00* million
Of which:
Anchor Investor Portion(3) 35,232,558* Equity Shares of face value of ₹2 each
Net QIB Category (assuming Anchor Investor 23,488,372* Equity Shares of face value of ₹2 each
Portion is fully subscribed)
Of which:
Available for allocation to Mutual Funds only 1,174,419* Equity Shares of face value of ₹2 each
(5% of the Net QIB Category)
Balance of Net QIB Category for all QIBs 22,313,953* Equity Shares of face value of ₹2 each
including Mutual Funds
B. Non-Institutional Category Not more than 11,744,185* Equity Shares of face value of ₹2 each
aggregating to ₹1,515.00* million
Of which:
One-third of the Non-Institutional Category 3,914,728* Equity Shares of face value of ₹2 each
available for allocation to Bidders with an
application size of more than ₹200,000 and up
to ₹1,000,000
Two-third of the Non-Institutional Category 7,829,457* Equity Shares of face value of ₹2 each
available for allocation to Bidders with an
application size of more than ₹1,000,000
C. Retail Category Not more than 7,829,456* Equity Shares of face value of ₹2 each
aggregating to ₹1,010.00* million
Pre-Offer and post-Offer Equity Shares
Equity Shares of face value of ₹2 each outstanding 191,745,507 Equity Shares of face value of ₹2 each
prior to the Offer (as on the date of this Prospectus)
Equity Shares of face value of ₹2 each outstanding 246,784,266* Equity Shares of face value of ₹2 each
after the Offer
Use of proceeds of the Offer See “Objects of the Offer” on page 124 for details regarding the use
of proceeds from the Fresh Issue. Our Company will not receive
any proceeds from the Offer for Sale.
*Subject to finalization of Basis of Allotment.
(1) The Offer has been authorized by our Board pursuant to its resolution dated December 11, 2024 and the Fresh Issue has been authorized
by our Shareholders pursuant to a special resolution dated December 11, 2024. Our Board has taken on record the consent and
authorization of each of the Selling Shareholders to participate in the Offer for Sale pursuant to its resolution dated December 12, 2024,
November 30, 2025 and January 16, 2026. Each of the Selling Shareholders severally and not jointly, confirms that its respective portion
of the Offered Shares are eligible for being offered for sale in the Offer in accordance with Regulation 8 of the SEBI ICDR Regulations.
Each of the Selling Shareholders has, severally and not jointly, confirmed and authorized their participation in the Offer for Sale. For
details on authorisation of the Selling Shareholders in relation to their respective portions of the Offered Shares, see “Other Regulatory
and Statutory Disclosures – Authority for the Offer” on page 482. Each of Selling Shareholders have, severally and not jointly,
confirmed that it is in compliance with the conditions specified in Regulation 8A of the SEBI ICDR Regulations, to the extent applicable
to it.
(2) If at least 75% of the Offer cannot be Allotted to QIBs, the entire application money will be refunded forthwith. In the event aggregate
demand in the QIB Category has been met, subject to valid Bids being received at or above the Offer Price, under-subscription, if any,
in any category, except the QIB Category, would be allowed to be met with spill-over from other categories or a combination of
categories at the discretion of our Company and Selling Shareholders in consultation with the BRLMs and the Designated Stock
78Exchange, in accordance with applicable laws. Under-subscription, if any, in the QIB Category will not be allowed to be met with spill-
over from other categories or a combination of categories.
(3) Our Company, in consultation with the BRLMs, allocated 60% of the QIB Category to Anchor Investors on a discretionary basis in
accordance with the SEBI ICDR Regulations. 33.33% of the Anchor Investor Portion was reserved for domestic Mutual Funds and
6.67% of the Anchor Investment Portion was reserved for life insurance companies and pension funds, subject to valid Bids having been
received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription or non-
Allotment in the Anchor Investor Portion, the balance Equity Shares in the Anchor Investor Portion shall be added back to the QIB
Category. 5% of the Net QIB Category shall be available for allocation on a proportionate basis to Mutual Funds only, and the
remainder of the Net QIB Category was available for allocation on a proportionate basis to all QIB Bidders (other than Anchor
Investors), including Mutual Funds, subject to valid Bids having been received at or above the Offer Price. In the event the aggregate
demand from Mutual Funds was less than as specified above, the balance Equity Shares available for Allotment in the Mutual Fund
Portion will be added to the Net QIB Category and allocated proportionately to the QIB Bidders (other than Anchor Investors) in
proportion to their Bids. For further details, see “Offer Procedure” and “Offer Structure” on pages 521 and 517, respectively.
Pursuant to Rule 19(2)(b) of the SCRR, the Offer was made for at least 31.73% of the post- Offer paid-up equity
share capital of our Company. Allocation to all categories, except the Anchor Investor Portion, if any, the Non-
Institutional Category and the Retail Category, was made on a proportionate basis, subject to valid Bids being
received at or above the Offer Price. The allocation to each Retail Individual Investor was not less than the
minimum Bid Lot, subject to availability of Equity Shares in the Retail Category and the remaining available
Equity Shares, if any, was allocated on a proportionate basis. Allocation to Anchor Investors shall be on a
discretionary basis. Not more than 15% of the Offer shall be available for allocation to Non-Institutional Investors
of which one-third of the Non-Institutional Category was made available for allocation to Bidders with an
application size of more than ₹200,000 and up to ₹1,000,000 and two-thirds of the Non-Institutional Category
will be available for allocation to Bidders with an application size of more than ₹1,000,000 and under-subscription
in either of these two sub-categories of Non-Institutional Category was allocated to Bidders in the other
subcategory of Non-Institutional Category. The allocation to each Non-Institutional Investor was not less than the
minimum application size, subject to availability of Equity Shares in the Non-Institutional Category and the
remaining available Equity Shares, if any, was allocated on a proportionate basis in accordance with the conditions
specified in this regard in Schedule XIII of the SEBI ICDR Regulations. For more information, including in
relation to grounds for rejection of Bids, see “Offer Structure”, “Offer Procedure” and “Terms of the Offer” on
pages 517, 521 and 510, respectively.
79SUMMARY OF FINANCIAL INFORMATION
The summary financial information presented below have been derived from our Restated Financial Statements
and should be read in conjunction with “Financial Statements” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” on pages 304 and 410, respectively.
[The remainder of this page has been intentionally left blank]
80SUMMARY OF RESTATED STATEMENT OF ASSETS AND LIABILITIES
(All amounts in ₹ million, unless otherwise stated)
As at As at As at As at As at
Particulars September September March March March
30, 2025 30, 2024 31, 2025 31, 2024 31, 2023
ASSETS
Financial assets
Cash and cash equivalents 11,451.18 9,261.54 9,311.58 5,265.89 2,726.29
Bank balances other than cash and cash equivalents 2,278.04 1,907.89 2,067.31 2,036.70 1,214.16
Derivative financial instruments 316.54 24.15 2.41 - 30.70
Loans 53,823.30 45,162.27 49,502.13 40,031.24 25,554.43
Investments 666.03 227.61 417.63 106.09 844.60
Other financial assets 824.75 318.80 606.06 306.55 228.12
T otal financial assets 69,359.84 56,902.26 61,907.12 47,746.47 30,598.30
Non-financial assets
Current tax assets (net) 281.14 209.79 184.11 82.77 40.69
Deferred tax assets (net) 582.05 524.90 609.78 439.37 293.35
Property, plant and equipment 155.83 127.48 121.04 89.61 54.65
Right of use assets 383.70 262.94 262.65 214.31 211.50
Intangible assets under development 41.47 23.78 41.30 29.53 4.70
Intangible assets 23.40 34.64 22.50 13.20 5.50
Other non-financial assets 332.66 104.67 237.78 80.67 51.30
Total non-financial assets 1,800.25 1,288.20 1,479.16 949.46 661.69
T otal assets 71,160.09 58,190.46 63,386.28 48,695.93 31,259.99
LIABILITIES AND EQUITY
LIABILITIES
Financial liabilities
Derivative financial instruments - - - 31.52 -
Debt securities 15,109.33 13,873.11 14,181.29 10,223.43 8,998.50
Borrowings (other than debt securities) 37,075.65 26,957.90 31,081.96 24,766.47 13,963.11
Lease liabilities 402.40 285.50 284.11 236.31 242.90
Other financial liabilities 492.14 517.15 481.30 554.23 160.65
T otal financial liabilities 53,079.52 41,633.66 46,028.66 35,811.96 23,365.16
Non-financial liabilities
Current tax liabilities (net) 46.00 105.30 45.76 - -
Provisions 492.38 333.39 433.34 302.86 226.70
Other non-financial liabilities 268.47 186.37 289.84 254.64 123.20
T otal non-financial liabilities 806.85 625.06 768.94 557.50 349.90
EQUITY
Equity share capital 377.88 377.88 377.88 399.31 304.53
Other equity 16,895.84 15,553.86 16,210.80 11,927.16 7,240.40
Total equity 17,273.72 15,931.74 16,588.68 12,326.47 7,544.93
Total liabilities and equity 71,160.09 58,190.46 63,386.28 48,695.93 31,259.99
81SUMMARY OF RESTATED STATEMENT OF PROFIT AND LOSS
(All amounts in ₹ million, unless otherwise stated
Six Six
Year Year
months months Year ended
ended ended
Particulars ended ended March 31,
March 31, March 31,
September September 2025
2024 2023
30, 2025 30, 2024
Revenue from operations
Interest income 7,338.30 6,402.39 13,259.64 9,486.86 5,664.85
Fees and commission income 326.86 250.04 544.17 478.64 254.80
Net gain on derecognition of financial instruments under 293.24 17.01 375.93 189.48 125.10
amortised cost category
Net gain on fair value changes 476.74 252.96 417.58 247.20 189.50
T otal revenue from operations 8,435.14 6,922.40 14,597.32 10,402.18 6,234.25
Other income 195.08 248.05 452.55 315.32 199.10
T otal income 8,630.22 7,170.45 15,049.87 10,717.50 6,433.35
Expenses
Finance cost 2,588.64 2,292.57 4,680.03 3,265.31 1,979.60
Net loss on fair value changes 307.53 62.59 36.21 61.80 65.70
Impairment on financial instruments 1,729.25 1,013.90 2,888.26 1,314.01 733.50
Employee benefit expenses 2,365.65 1,739.09 3,796.37 2,752.11 2,122.00
Depreciation and amortization expense 113.43 97.63 221.61 145.44 114.47
Other expenses 699.94 523.58 1,177.27 900.27 704.12
T otal expenses 7,804.44 5,729.36 12,799.75 8,438.94 5,719.39
P rofit / (Loss) before tax 825.78 1,441.09 2,250.12 2,278.56 713.96
Tax expense:
Current tax 150.97 445.72 665.52 706.29 145.32
Deferred tax charge/(credit) 28.84 (82.63) (167.92) (144.52) 169.91
I ncome tax expense 179.81 363.09 497.60 561.77 315.23
P rofit / (Loss) for the year / period (A) 645.97 1,078.00 1,752.52 1,716.79 398.73
Other comprehensive (loss) / income
Items that will not be reclassified subsequently to profit or loss
Re-measurement gains/ (losses) on defined benefit plans (4.36) (11.56) (9.72) (5.61) 39.90
Income tax effect 1.11 2.90 2.49 1.50 (10.02)
O ther comprehensive (loss) / income (B) (3.25) (8.66) (7.23) (4.11) 29.88
Total comprehensive income / (loss) for the year / period 642.72 1,069.34 1,745.29 1,712.68 428.61
( A+B)
Earnings per share (equity share, par value of Rs. 2 each)
Basic (in Rs)* 3.37 6.09 9.51 10.62 2.57
Diluted (in Rs)* 3.32 5.97 9.34 10.50 2.54
Face value per share (in Rs)** 2.00 2.00 2.00 2.00 2.00
* Not annualised for September 30, 2025 & September 30, 2024
**Face value reduced from ₹. 10 to ₹ 2 as a result of subdivision of shares.
82SUMMARY OF RESTATED STATEMENT OF CASH FLOWS
(All amounts in ₹ million, unless otherwise stated)
Six Six
Year
months months Year ended Year ended
ended
Particulars ended ended March 31, March 31,
March 31,
September September 2025 2023
2024
30, 2025 30, 2024
Cash flow from operating activities
Profit / (Loss) before tax 825.78 1441.09 2250.12 2278.56 713.96
Adjustments for:
Depreciation and impairment of PPE 51.10 45.13 109.61 50.85 41.27
Depreciation on right of use assets 62.33 52.50 112.00 94.59 73.20
Loss/ (Gain) on fair value of cross currency swap (314.14) 6.92 (33.93) 62.16 (3.90)
Unrealised (gain) / loss on investments in mutual fund - - - - (1.36)
Profit on sale of mutual fund units (162.60) (197.29) (383.65) (210.10) (118.54)
Impairment of financial instruments 239.75 240.22 824.07 768.00 208.50
Gain on Early Termination of lease (1.40) (2.12) (4.98) (2.59) -
Provision on Investment created - - 290.51 2.50 -
Loans and advances written off 1,462.03 783.51 2,162.81 553.14 500.00
Loss on settlement 27.47 9.40 29.30 16.81 25.00
(Profit)/loss on sale of property, plant and equipment (net) (0.49) (0.35) (0.37) 0.50 -
Expense on employee stock option scheme 42.32 37.47 92.41 46.99 57.06
Unrealised Interest income on security deposit (2.09) (2.11) (4.05) (6.32) (1.40)
Interest on leases liabilities 28.79 19.41 45.72 22.11 31.60
Interest on Income Tax refund - - (8.48) -
Operating profit before working capital changes 2,258.85 2,433.78 5,481.09 3,677.20 1,525.39
Movements in working capital:
(Increase)/Decrease in bank balances not considered as (210.72) 128.81 (30.61) (822.54) 1,029.54
cash and cash equivalents
(Increase) / Decrease in loan portfolio (6,074.41) (6,164.16) (12,487.07) (15,814.73) (9,410.83)
(Increase) / Decrease in other financial assets (223.25) (13.20) (300.40) (82.67) (159.52)
(Increase) / Decrease in other non financial assets (94.90) (24.00) (157.11) (29.37) 12.10
Increase / (Decrease) in other financial liabilities 9.97 (32.94) (67.03) 390.24 (167.10)
(excluding lease liabilities)
Increase in derivative financial instruments - - - - (69.60)
Increase / (Decrease) in other non financial liabilities (21.28) (68.27) 35.20 131.43 59.75
Increase / (Decrease) in provisions 54.74 18.97 120.76 70.55 65.04
Cash used in operations (4,301.00) (3,721.01) (7,405.16) (12,479.89) (7,115.23)
Income taxes paid (247.76) (467.44) (712.62) (748.37) (88.67)
Net cash used in operating activities (A) (4,548.76) (4,188.45) (8,117.78) (13,228.26) (7,203.90)
Cash flow from investing activities
Purchase of property, plant and equipment, excluding right (88.14) (103.68) (168.93) (116.13) (44.29)
of use assets
Sale of property, plant and equipment, excluding right of 2.40 1.21 1.29 0.46 -
use assets
Purchase of investments (50,811.37) (53,650.26) (1,11,739.50) (71,885.00) (37,438.10)
Sale of investments 50,749.48 53,726.03 1,11,521.10 72,831.11 38,264.50
Intangible assets under development - -
Net cash used in investing activities (B) (147.63) (26.70) (386.04) 830.44 782.11
Cash flow from financing activities
Proceeds from issue of equity shares (including securities - 2,498.51 2,424.56 3,020.87 -
premium net of issue expenses)
Amount received from issue of share warrants - - - 0.95 -
Proceeds from issue of debt securities 3,750.00 6,240.00 9,290.00 6,787.00 4,926.51
Redemption of debt securities (2,821.96) (2,590.32) (5,332.14) (5,562.07) (5,150.31)
Proceeds from borrowings (other than debt securities) 16,074.73 12,859.98 28,316.00 28,395.00 12,677.23
Repayment of borrowings (other than debt securities) (10,081.04) (10,731.19) (22,000.51) (17,591.63) (4,736.35)
Payment of lease liabilities (including interest) (85.74) (66.18) (148.50) (112.70) (97.40)
Net cash generated from financing activities (C) 6,835.99 8,210.80 12,549.41 14,937.42 7,619.68
Net increase / (decrease) in cash and cash equivalents 2,139.60 3,995.65 4,045.59 2,539.60 1,197.89
(A + B + C)
83Six Six
Year
months months Year ended Year ended
ended
Particulars ended ended March 31, March 31,
March 31,
September September 2025 2023
2024
30, 2025 30, 2024
Cash and cash equivalents at the beginning of the 9,311.58 5,265.89 5,265.89 2,726.29 1,528.40
period/year
Cash and cash equivalents at the end of the year/period 11,451.18 9,261.54 9,311.58 5,265.89 2,726.29
(refer note 3)
As at As at Year Year Year ended
September September ended ended March 31,
Particulars
30, 2025 30, 2024 March March 2023
31, 2025 31, 2024
Components of cash and cash equivalents as at the end
of the period
Cash in hand 101.41 71.22 112.40 92.02 49.31
Balance with banks - on current account 4,222.55 2,136.70 4,048.73 2,271.41 373.66
Deposits with original maturity of less than or equal to 3 7,127.22 7,053.62 5,150.45 2,902.46 2,303.32
months
Total cash and cash equivalents 11,451.18 9,261.54 9,311.58 5,265.89 2,726.29
The above cash flow statement has been prepared under the “Indirect Method” as set out in Indian Accounting Standard (Ind AS) 7 –
“Statement of Cash Flows”.
84GENERAL INFORMATION
Corporate Identity Number and Registration Number
Corporate Identity Number: U65921DL1993PLC283660
Company Registration Number: 283660
RBI Registration Number: B-14.03323
Registered Office of our Company
M-5, Magnum House-I,
Community Centre, Karampura,
West Delhi,
New Delhi 110 015,
Delhi, India
For details in relation to changes in the registered office address of our Company, see “History and Certain
Corporate Matters – Changes in the registered office of our Company” on page 275.
Corporate Office of our Company
Unit No. 701-711, 7th Floor,
Unitech Commercial Tower-2,
Sector-45, Arya Samaj Road,
Gurgaon 122 003,
Haryana, India
Address of the RoC
Our Company is registered with the Registrar of Companies which is located at the following address:
Registrar of Companies, Delhi and Haryana, at New Delhi
4th Floor, IFCI Tower
61, Nehru Place
New Delhi 110 019
India
Board of our Company
Details regarding our Board as on the date of this Prospectus are set forth below:
Name and Designation DIN Address
Govinda Rajulu Chintala 03622371 401, Krishi Vihar, NABARD Quarters, Amerpet, Opposite Lal
Chairperson and Independent Director Bungalow, Sanathnagar, Hyderabad, Telangana 500 018, India
Sanjay Sharma 03337545 504/21, Heritage City, M.G. Road, DLF Phase-II, Gurugram,
Managing Director, Executive Director Haryana 122 008, India
Sanjaya Gupta 02939128 K-74A, 2nd Floor, Hauz Khas Enclave, Hauz Khas, New Delhi,
Independent Director Delhi 110 016, India
Kanika Tandon Bhal 06944916 68, Vikramshila Apartments, IIT Campus, New Delhi, Delhi
Independent Director 110 016, India
Vinay Baijal 07516339 701, Lodha Grandeur, Sayani Road, Opp S T Bus Depot,
Independent Director Prabhadevi, Mumbai 400 025, Maharashtra, India
Padmaja Nair 06841868 Apartment B, Kings Crest, 8, Millers Road, Near Government
Independent Director Railway Station, Bangalore 560 046, Karnataka, India
Aditya Misra* 09376632 E-101, Pearls Gateway Towers, Sector – 44, Noida 201 303,
Non- Executive, Non- Independent Director Uttar Pradesh, India
* Representative of ABC Impact.
For further details of our Board of Directors, see “Our Management” on page 283.
85Filing of the Draft Red Herring Prospectus
A copy of the Draft Red Herring Prospectus was filed electronically with SEBI through SEBI Intermediary Portal
at https://siportal.sebi.gov.in, in accordance with the SEBI ICDR Master Circular and has been filed electronically
with SEBI as specified in Regulation 25(8) of the SEBI ICDR Regulation and at cfddil@sebi.gov.in. It has also
been filed with the SEBI at:
Securities and Exchange Board of India
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra-Kurla Complex
Bandra, Mumbai 400 051
Maharashtra, India
Filing of the Red Herring Prospectus
A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed under
Section 32 of the Companies Act 2013 has been filed with the RoC, and a copy of the Prospectus is filed with the
Registrar of Companies, Delhi and Haryana at New Delhi at its office located at the 4th Floor, IFCI Tower, 61,
Nehru Place, New Delhi 110 019, India, as required under Section 26 of the Companies Act 2013 and through the
electronic portal at www.mca.gov.in/mcafoportal/loginvalidateuser.do.
Company Secretary and Compliance Officer
Vipul Sharma is our Company Secretary and Compliance Officer. His contact details are as follows:
Vipul Sharma
Unit No. 701-711, 7th Floor,
Unitech Commercial Tower-2,
Sector-45, Arya Samaj Road,
Gurgaon 122 003,
Haryana, India
Tel: +91 124 4844000
E-mail: secretarial@ayefin.com
Investor Grievances
Bidders may contact the Company Secretary and Compliance Officer or the Registrar to the Offer in case of any
pre-Offer or post-Offer related grievances including non-receipt of Allotment Advice, non-credit of Allotted
Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt of funds by
electronic mode, etc. For all Offer related queries and for redressal of complaints, Bidders may also write to the
BRLMs.
All Offer-related grievances, other than those of Anchor Investors, may be addressed to the Registrar to the Offer
with a copy to the relevant Designated Intermediary(ies) with whom the Bid cum Application Form was
submitted, giving full details such as name of the sole or First Bidder, Bid cum Application Form number, Bidder’s
DP ID, Client ID, PAN, address of Bidder, number of Equity Shares applied for, ASBA Account number in which
the amount equivalent to the Bid Amount was blocked or the UPI ID (for UPI Bidders), date of ASBA Form and
the name and address of the relevant Designated Intermediary(ies) where the Bid was submitted. Further, the Bidder
shall enclose the Acknowledgment Slip or the application number from the Designated Intermediaries in addition
to the documents or information mentioned hereinabove. All grievances relating to Bids submitted through
Registered Brokers may be addressed to the Stock Exchanges with a copy to the Registrar to the Offer. The
Registrar to the Offer shall obtain the required information from the SCSBs for addressing any clarifications or
grievances of ASBA Bidders.
All Offer-related grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full
details such as the name of the sole or First Bidder, Anchor Investor Application Form number, Bidders’ DP ID,
Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares
applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address
of the BRLMs where the Anchor Investor Application Form was submitted by the Anchor Investor.
86Book Running Lead Managers
Axis Capital Limited IIFL Capital Services Limited (formerly known as IIFL
1st Floor, Axis House, Securities Limited)
P.B. Marg, Worli, 24th Floor, One Lodha Place,
Mumbai 400 025, Senapati Bapat Marg,
Maharashtra, India Lower Parel (West),
Tel: +91 22 4325 2183 Mumbai 400 013,
E-mail: ayefinance.ipo@axiscap.in Maharashtra, India
Website: www.axiscapital.co.in Tel: +91 22 4646 4728
Investor grievance e-mail: complaints@axiscap.in E-mail: ayefinance.ipo@iiflcap.com
Contact person: Tosit Agarwal Website: www.iiflcapital.com
SEBI registration no.: INM000012029 Investor grievance e-mail: ig.ib@iiflcap.com
Contact person: Dhruv Bhavsar / Pawan Kumar Jain
SEBI registration no.: INM000010940
JM Financial Limited Nuvama Wealth Management Limited
7th Floor, Cnergy, 801-804, Wing A, Building No 3
Appasaheb Marathe Marg Inspire BKC, G Block,
Prabhadevi, Bandra Kurla Complex, Bandra East,
Mumbai 400 025, Mumbai 400 051,
Maharashtra, India Maharashtra, India
Tel: +91 22 6630 3030 Tel: + 91 22 4009 4400
E-mail: ayefinance.ipo@jmfl.com E-mail: ayefinance@nuvama.com Website:www.nuvama.com
Website: www.jmfl.com Investor grievance e-mail: customerservice.mb@nuvama.com
Investor grievance e-mail: grievance.ibd@jmfl.com Contact person: Lokesh shah
Contact person: Prachee Dhuri SEBI registration no.: INM000013004
SEBI registration no.: INM000010361
Statement of inter-se allocation of responsibilities amongst the BRLMs
The responsibilities and coordination by the BRLMs for various activities in this Offer are as follows:
S. No. Activity Responsibility Coordinator
1. Capital structuring, positioning strategy, due diligence of our Company including its BRLMs Axis
operations/management, legal etc. Drafting and design of the Draft Red Herring Prospectus,
the Red Herring Prospectus, this Prospectus, abridged prospectus and application form. The
BRLMs shall ensure compliance with the SEBI ICDR Regulations and stipulated
requirements and completion of prescribed formalities with the Stock Exchanges, RoC and
SEBI and RoC filings and follow up and coordination till final approval from all regulatory
authorities
2. Drafting and approval of statutory advertisements BRLMs Axis
3. Drafting and approval of all publicity material other than statutory advertisement as BRLMs JM
mentioned above including Audiovisual presentation, corporate advertising, brochure, etc.
and filing of media compliance report.
4. Appointment of intermediaries – Registrar to the Offer, advertising agency, printers including BRLMs JM
co-ordination for agreements to be entered into with such intermediaries.
5. Appointment of intermediaries – Bankers to the Offer, Monitoring Agency, Sponsor Banks, BRLMs IIFL
and other intermediaries including coordination for agreements to be entered into with such
intermediaries.
6. Preparation of road show marketing presentation & FAQ BRLMs Nuvama
7. International institutional marketing of the Offer, which will cover, inter alia: BRLMs Nuvama
• Institutional marketing strategy;
• Finalizing the list and division of international investors for one-to-one meetings; and
Finalizing international road show and investor meeting schedule
8. Domestic institutional marketing of the Offer, which will cover, inter alia: BRLMs Axis
• Institutional marketing strategy;
• Finalizing the list and division of domestic investors for one-to one meetings; and
Finalizing domestic road show and investor meeting Schedule
9. Retail marketing of the Offer, which will cover, inter alia: BRLMs JM
• Finalising media, marketing, public relations strategy and publicity
• Budget including list of frequently asked questions at retail road shows
• Finalising collection centres
• Finalising application form
• Finalising centres for holding conferences for brokers etc.
• Follow – up on distribution of publicity; and
Offer material including form, Red Herring Prospectus/ Prospectus and deciding on the
quantum of the Issue material
10. Non-institutional marketing of the Offer, which will cover, inter-alia BRLMs IIFL
• Finalising media, marketing and public relations strategy including list of frequently
asked questions at road shows;
87S. No. Activity Responsibility Coordinator
• Finalising centres for holding conferences for brokers, etc
11. Managing the book and finalization of pricing in consultation with the Company BRLMs Nuvama
12. Coordination with Stock Exchanges for book building software, bidding terminals, mock BRLMs JM
trading, anchor coordination, anchor CAN and intimation of anchor allocation
13. Post bidding activities including management of escrow accounts, coordinate non- BRLMs IIFL
institutional allocation, coordination with registrar, SCSBs and Bank to the Issue, intimation
of allocation and dispatch of refund to bidders, etc.
Post-Issue activities, which shall involve essential follow-up steps including allocation to
Anchor Investors, follow-up with Bankers to the Issue and SCSBs to get quick estimates of
collection and advising our Company about the closure of the Issue, based on correct figures,
finalization of the basis of allotment or weeding out of multiple applications, listing of
instruments, dispatch of certificates or demat credit and refunds and coordination with various
agencies connected with the post-issue activity such as registrar to the Issue, Bankers to the
Offer, SCSBs including responsibility for underwriting arrangements, as applicable.
Co-ordination with SEBI and Stock Exchanges for submission of all post Offer reports
including the initial and final post Issue report to SEBI.
Legal Advisor to the Company as to Indian Law
Shardul Amarchand Mangaldas & Co
Amarchand Towers
216, Okhla Industrial Estate Phase III
New Delhi 110 020
Delhi, India
Tel: +91 11 4159 0700
Email: cm.partners@amsshardul.com
Partner: Sayantan Dutta
Registrar to the Offer
Kfin Technologies Limited
301, The Centrium, 3rd floor,
Lal Bahadur Shashtri road,
Nav Pada,
Kurla (west), Mumbai- 400 070,
Maharashtra, India
Tel: +91 40 6716 2222
E-mail: ayefinance.ipo@kfintech.com
Investor grievance e-mail: einward.ris@kfintech.com
Contact Person: M. Murali Krishna
SEBI registration no.: INR000000221
Syndicate Members
Nuvama Wealth Management Limited
801-804, Wing A, Building No 3
Inspire BKC, G Block
Bandra Kurla Complex, Bandra East
Mumbai 400 051
Maharashtra, India
Telephone: + 91 22 4009 4400
Email: prakash.boricha@nuvama.com , sheetal.parab@nuvama.com
Website: www.nuvama.com
Contact Person: Prakash Boricha
SEBI Registration Number: INZ000166136
JM Financial ServicesLimited
Ground Floor, 2,3&4, Kamanwala Chambers
Sir P.M. Road, Fort
Mumbai 400 001
Maharashtra, India
88Telephone: +91 22 6136 3400
E-mail: tn.kumar@jmfl.com / sona.verghese@jmfl.com
Website: www.jmfinancialservices.in
Contact Person: T N Kumar / Sona Varghese
SEBI Registration Number: INZ000195834
CIN: U67120MH1998PLC115415
Bankers to the Offer
Escrow Collection Bank(s)
Axis Bank Limited
Ground Floor, Shop no. 4,5,6,26, 27 & 28,Greenwood Plaza
Sector 45, Block B
Gurgaon- 122 009
Haryana, India
Tel: +91 9759545454, +91 9774487226, +91 9971900083, +91 9953790979
E-mail: Sector45Gurgaon.Branchhead@axisbank.com, Sector45Gurgaon.OperationsHead@axisbank.com,
Website: www.axisbank.com
Contact Person: Ankur Arora- Branch Head, Sushmita Singh- Branch Ops Head
SEBI registration no.: INBI00000017
Public Offer Account Bank
HDFC Bank Limited
FIG-OPS Department- Lodha, I Think Techno Campus O-3 Level
Next to Kanjurmarg railway station, Kanjurmarg (East)
Mumbai – 400 042
Maharashtra, India
Tel: +91 022 30752914
E-mail: siddharth.jadhav@hdfcbank.com; tushar.gavankar@hdfcbank.com
Website: www.hdfcbank.com
Contact Person: Siddharth Jadhav/ Tushar Gavankar
SEBI registration no.: INBI00000063
Refund Bank
Axis Bank Limited
Ground Floor, Shop no. 4,5,6,26, 27 & 28, Greenwood Plaza
Sector 45, Block B
Gurgaon- 122 009
Haryana, India
Tel: +91 9759545454, +91 9774487226, +91 9971900083, +91 9953790979
E-mail: Sector45Gurgaon.Branchhead@axisbank.com, Sector45Gurgaon.OperationsHead@axisbank.com,
Website: www.axisbank.com
Contact Person: Ankur Arora- Branch Head, Sushmita Singh- Branch Ops Head
SEBI registration no.: INBI00000017
Sponsor Banks
Axis Bank Limited
Ground Floor, Shop no. 4,5,6,26, 27 & 28, Greenwood Plaza,
Sector 45, Block B, Gurgaon- 122 009,
Haryana, India
Tel: +91 9759545454, +91 9774487226, +91 9971900083, +91 9953790979
E-mail: Sector45Gurgaon.Branchhead@axisbank.com, Sector45Gurgaon.OperationsHead@axisbank.com,
Website: www.axisbank.com
Contact Person: Ankur Arora- Branch Head, Sushmita Singh- Branch Ops Head
SEBI registration no.: INBI00000017
89HDFC Bank Limited
FIG-OPS Department- Lodha, I Think Techno Campus O-3 Level,
Next to Kanjurmarg railway station, Kanjurmarg (East),
Mumbai – 400 042,
Maharashtra, India
Tel: +91 022 30752914
E-mail: siddharth.jadhav@hdfcbank.com; tushar.gavankar@hdfcbank.com
Website: www.hdfcbank.com
Contact Person: Siddharth Jadhav/ Tushar Gavankar
SEBI registration no.: INBI00000063
Monitoring Agency
CRISIL Ratings Limited
Lightbridge IT Park, Saki Vihar Road
Andheri East
Mumbai – 400 072
Maharashtra, India
Tel: +91 2261373000
E-mail: crisilratingdesk@crisil.com
Website: www.crisilratings.com
Contact Person: Mr. Shounak Chakravarty
SEBI Registration Number: IN/CRA/001/1999
Statutory Auditors to our Company
S S Kothari Mehta & Co. LLP
Chartered Accountants
Plot No. 68, Okhla Industrial Area,
Phase- III, New Delhi 110 020,
Delhi, India
Tel: +91 11 4670 8888
E-mail: delhi@sskmin.com
ICAI firm registration number: 000756N/ N500441
Peer review number: 021601
Changes in Auditors
Except as stated below, there has been no change in the statutory auditors of our Company during the last three
years immediately preceding the date of this Prospectus.
Particulars Date of change Reason for change
S S Kothari Mehta & Co. LLP September 29, 2023 Appointment as Statutory
Chartered Accountants Auditors of our Company
Plot No. 68, Okhla Industrial Area,
Phase- III, New Delhi 110 020,
Delhi, India
Tel: +91 11 4670 8888
E-mail: delhi@sskmin.com
Firm registration number: 000756N/ N500441
Peer review number: 021601
S.R. Batliboi & Associates LLP* September 28, 2023 Resignation on completion of
Chartered Accountants three years to comply with
2nd & 3rd Floor, RBI’s Guidelines for
Golf View Corporate Tower, Appointment of Statutory
Sector-42, Sector-Road, Central Auditors
Gurugram 122 002, (SCAs)/Statutory Auditors
Haryana, India (Sas) of Commercial Banks
Tel: +91 124 681 6000 (excluding RRBs), UCBs and
E-mail: amit.kabra@srb.in NBFCs (including HFCs) dated
Firm registration number: 101049W/E300004 April 27, 2021
Peer review number: 013325
* The details of the Previous Statutory Auditor have been included from the Form ADT- 3 dated October 28, 2023, filed by our Company with
the ROC.
90Bankers to our Company
HDFC Bank Limited State Bank of India
Block -A, Vatika Atrium, 61, 6th Floor, IFCI Tower,
Golf Course Rd, Parsvanath Exotica, Nehru Place,
DLF Phase 5, New Delhi 110 019
Sector 53, Gurugram, Tel: +91 9810204650
Haryana 122 022 E-mail: sbi.04298@sbi.co.in
Tel: +91 120 4664000 Website: www.sbi.co.in
E-mail: pragya.mehra@hdfcbank.com
Website: www.hdfcbank.com
IndusInd Bank Limited Federal Bank Limited
Hyatt Regency Office, Ground Floor,
7th Floor, RK Puram, Corporate Sewa Park,
New Delhi 110 066 MG Road, Gurugram,
Tel: +91 11 42505100 Haryana 122 002
E-mail: nutil.singhal@indusind.com Tel: +91 98199 12810
Website: www.indusind.com E-mail: ashishkumar@federalbank.co.in
Website: www.federalbank.co.in
Union Bank of India
DDA, Shopping Complex, IDBI Bank Limited
Sector-6, RK Puram, IDBI Tower,
New Delhi 110 022 WTC Complex, Cuffee Parade,
Tel: +91 9989940146 Colaba, Mumbai,
E-mail: ubin0804819@unionbankofindia.bank Maharashtra 400 005
Website: www.unionbankofindia.co.in Tel: +91 22 66553355
E-mail: clcco@idbi.co.in
Website: www.idbibank.in
DCB Bank Limited
6th Floor, Tower A, CSB Bank Limited.
Peninsula Business Park, SCO- 4, Ground floor,
Senapati Bapat Marg, Sector- 14, Near Payal
Lower Parel, Mumbai, Cinema, Gurgaon
Maharashtra 400 013 Haryana 122 001
Tel: +91 22 66187000 Tel: +91 9899962055
E-mail: neha.prakash@dcbbank.com E-mail: himanshu.v@csb.co.in
Website: www.dcbbank.com Website: www.csb.co.in
Designated Intermediaries
Self-Certified Syndicate Banks
The list of SCSBs notified by SEBI for the ASBA process is available on the SEBI website at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, or at such other website as may be
prescribed by SEBI from time to time. A list of the Designated SCSB Branches with which an ASBA Bidder
(other than a UPI Bidder), not Bidding through Syndicate/Sub Syndicate or through a Registered Broker, RTA or
CDP may submit the ASBA Forms, is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34, or at such other
websites as may be prescribed by SEBI from time to time.
SCSBs enabled for UPI Mechanism and eligible mobile applications
In accordance with, SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI Circular
number SEBI/HO/DEPA-II/DEPA-II_SRG/P/CIR/2025/86 dated June 11, 2025, SEBI ICDR Master Circular
read with other applicable UPI Circulars, UPI Bidders may only apply through the SCSBs and mobile applications
using the UPI handles specified on the website of the SEBI, which may be updated from time to time. A list of
SCSBs and mobile applications, using the UPI handles and which are live for applying in public issues using UPI
mechanism is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43, as updated from time
to time and at such other websites as may be prescribed by SEBI from time to time.
Syndicate SCSB Branches
In relation to Bids (other than Bids by Anchor Investors) 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 Bid cum Application
Forms from the members of the Syndicate is available on the website of SEBI 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
91collecting Bid cum Application Forms from the Syndicate at Specified Locations, see the website of SEBI
(www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) as updated from time to
time.
Broker Centres/ Designated CDP Locations/ Designated RTA Locations/ Registrar and Share Transfer
Agents
In accordance with SEBI Circular (CIR/CFD/14/2012) dated October 4, 2012 and
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, Bidders (other than Anchor Investors) could submit
Bid cum Application Forms with the Registered Brokers at the Broker Centres, CDPs at the Designated CDP
Locations or the RTAs at the Designated RTA Locations, respective lists of which, including details such as
address and telephone number, are available at the websites of the Stock Exchanges at www.bseindia.com and
www.nseindia.com and at the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. The list comprising the details of branches
of the SCSBs at the Broker Centres, named by the respective SCSBs to receive deposits of the Bid cum
Application Forms from the Registered Brokers will be available on the website of the SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated from time to time.
Grading of the Offer
No credit agency registered with SEBI has been appointed for grading of the Offer.
Monitoring Agency
Our Company has appointed a monitoring agency in accordance with Regulation 41 of the SEBI ICDR
Regulations. The details of Monitoring Agency are as follows:
Crisil Ratings Limited
Crisil Limited, Lightbridge IT Park, Saki Vihar Road,
Andheri East- 400 072, Mumbai, Maharashtra, India
Telephone: 91-22- 6137 3000 (B)
E-mail: crisilratingdesk@crisil.com
Website: www.crisilratings.com
SEBI Registration Number: IN/CRA/001/1999
Experts to the Offer
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent dated November 30, 2025 , from S S Kothari Mehta & Co. LLP,
Chartered Accountants to include their name as required under Section 26 (5) of the Companies Act 2013 read
with SEBI ICDR Regulations, in this Prospectus and as an “expert” as defined under Section 2(38) of the
Companies Act 2013 to the extent and in their capacity as our Statutory Auditors, and in respect of their (i)
examination report dated November 30, 2025 on our Restated Financial Statements; (ii) their report dated
November 30, 2025 on the Statement of Special Tax Benefits as included in this Prospectus. Such consent has not
been withdrawn as on the date of this Prospectus. However, the term “expert” shall not be construed to mean an
“expert” as defined under the U.S. Securities Act.
Our Company has received written consent dated February 11, 2026, from B.B. & Associates, Chartered
Accountants, to include their name as required under Section 26(5) of the Companies Act 2013 read with SEBI
ICDR Regulations, in this Prospectus and an “expert”, as defined under Section 2(38) of the Companies Act 2013
in respect of various certifications issued by them in their capacity as independent chartered accountant to our
Company.
The above-mentioned consents have not been withdrawn as on the date of this Prospectus.
Appraising Entity
None of the objects for which the Net Proceeds will be utilised have been appraised by any bank/ financial
institution.
Credit Rating
As the Offer is of Equity Shares, credit rating is not required.
92Green Shoe Option
No green shoe option is contemplated under the Offer.
Debenture Trustees
As the Offer is of Equity Shares, the appointment of debenture trustees is not required.
Book Building Process
Book building, in the context of the Offer, refers to the process of collection of Bids from bidders on the basis of
the Red Herring Prospectus, this Prospectus, the Bid cum Application Forms and the Revision Forms within the
Price Band. The Price Band and the Minimum Bid Lot was decided by our Company in consultation with the
BRLMs, and advertised in all editions of Financial Express, an English national daily newspaper and all editions
of Jansatta, a Hindi national daily newspaper (Hindi also being the regional language of New Delhi, where our
Registered Office is located), each with a wide circulation, at least two Working Days prior to the Bid/Offer
Opening Date and was made available to the Stock Exchanges for the purposes of uploading on their respective
websites. Pursuant to the Book Building Process, the Offer Price was determined by our Company in consultation
with the BRLMs after the Bid/Offer Closing Date.
All Bidders (other than Anchor Investors) could participate in this Offer only through the ASBA process.
Anchor Investors are not permitted to participate in the Offer through the ASBA process. In addition to
this, the ASBA Bidders could participate through the ASBA process by either (a) providing the details of
their respective ASBA Account in which the corresponding Bid Amount was blocked by the SCSBs; or (b)
in case of UPI Bidders, through the UPI Mechanism.
In terms of SEBI ICDR Regulations, QIBs and Non-Institutional Investors were not permitted to withdraw
their Bid(s) or lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at
any stage. Retail Individual Investors could revise their Bid(s) during the Bid/Offer Period and withdraw
their Bid(s) until the Bid/Offer Closing Date. Anchor Investors were not allowed to revise and/or withdraw
their Bids after the Anchor Investor Bidding Date. Except for Allocation to Retail Individual Investors,
Non-Institutional Investors and the Anchor Investors, allocation in the Offer was on a proportionate basis
within the specified investor categories in accordance with Schedule XIII of the SEBI ICDR Regulations.
For further details on method and process of Bidding, see “Offer Structure” and “Offer Procedure” on pages
517 and 521, respectively.
The Book Building Process is in accordance with guidelines, rules and regulations prescribed by SEBI,
which are subject to change from time to time. Bidders are advised to make their own judgment about an
investment through this process prior to submitting a Bid.
Each Bidder by submitting a Bid in the Offer, was deemed to have acknowledged the above restrictions and the
terms of the Offer.
Bidders should note the Offer is also subject to obtaining (i) final approval of the RoC after this Prospectus is filed
with the RoC; and (ii) final listing and trading approvals from the Stock Exchanges.
For further details on the method and procedure for Bidding, see “Offer Structure” and “Offer Procedure” on
pages 517 and 521, respectively.
Underwriting Agreement
Our Company and the Selling Shareholders have entered into an underwriting agreement with the Underwriters
for the Equity Shares offered through the Offer. The extent of underwriting obligations and the Bids to be
underwritten by each BRLM was as per the Underwriting Agreement. Pursuant to the terms of the Underwriting
Agreement, the obligations of the Underwriters were several and were subject to certain conditions to closing, as
specified therein.
The Underwriting Agreement is dated February 11, 2026. The Underwriters have indicated their intention to
underwrite the following number of Equity Shares:
93Name, address, telephone and e-mail of the Indicative Number of Equity Amount Underwritten
Underwriters Shares to be Underwritten* (₹ in million)
Axis Capital Limited 4,893,411 631.25
1st Floor, Axis House,
P.B. Marg, Worli,
Mumbai 400 025,
Maharashtra, India
Tel: +91 22 4325 2183
E-mail: ayefinance.ipo@axiscap.in
IIFL Capital Services Limited (formerly known as IIFL 4,893,410 631.25
Securities Limited)
24th Floor, One Lodha Place,
Senapati Bapat Marg,
Lower Parel (West),
Mumbai 400 013,
Maharashtra, India
Tel: +91 22 4646 4728
E-mail: ayefinance.ipo@iiflcap.com
JM Financial Limited 4,893,310 631.24
7th Floor, Cnergy,
Appasaheb Marathe Marg
Prabhadevi,
Mumbai 400 025,
Maharashtra, India
Tel: +91 22 6630 3030
E-mail: ayefinance.ipo@jmfl.com
Nuvama Wealth Management Limited 4,893,310 631.24
801-804, Wing A, Building No 3
Inspire BKC, G Block,
Bandra Kurla Complex, Bandra East,
Mumbai 400 051,
Maharashtra, India
Tel: + 91 22 4009 4400
E-mail: ayefinance@nuvama.com
JM Financial Services Limited 100 0.01
Ground Floor, 2,3&4, Kamanwala Chambers
Sir P.M. Road, Fort
Mumbai 400 001
Maharashtra, India
Tel: +91 22 6136 3400
E-mail: tn.kumar@jmfl.com / sona.verghese@jmfl.com
Nuvama Wealth Management Limited 100 0.01
801-804, Wing A, Building No 3
Inspire BKC, G Block
Bandra Kurla Complex, Bandra East
Mumbai 400 051
Maharashtra, India
Tel: + 91 22 4009 4400
Email: prakash.boricha@nuvama.com , sheetal.parab@nuvama.com
Total 19,573,641 2,525.00
*The indicative number of Equity Shares to be underwritten is calculated excluding the QIB Portion of 58,720,930 Equity
Shares.
The abovementioned amounts are provided for indicative purposes only and will be finalised actual allocation and
subject to the provisions of Regulation 40(2) of the SEBI ICDR Regulations. Based on representations made by
the Underwriters, our Board of Directors are of the opinion that the resources of the aforementioned Underwriters
are sufficient to enable them to discharge their respective underwriting obligations in full.
Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitments set
forth in the table above. Notwithstanding the above table, the Underwriters shall be severally responsible for
ensuring payment with respect to Equity Shares allocated to investors procured by them in accordance with the
Underwriting Agreement.
94CAPITAL STRUCTURE
The share capital of our Company, as of the date of this Prospectus, is set forth below:
(in ₹, except share data)
Sr. Particulars Aggregate nominal value Aggregate
No. value at Offer
Price*
A) AUTHORIZED SHARE CAPITAL(1)
410,000,000 Equity Shares of face value of ₹2 each 820,000,000.00 -
B) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER AS ON THE DATE OF
THIS PROSPECTUS
191,745,507 Equity Shares of face value of ₹2 each 383,491,014.00 -
C) OFFER(2)(3)
Offer of 78,294,571* Equity Shares of face value of ₹2 each aggregating to 156,589,142.00* 10,100.00
₹10,100.00* million(2) million*
Of which:
Fresh Issue of 55,038,759* Equity Shares of face value of ₹2 each 110,077,518.00* 7,100.00
aggregating to ₹7,100.00* million(2)(3) million*
Offer for Sale of 23,255,812* Equity Shares aggregating to ₹3,000.00* 46,511,624.00* 3,000.00
million(2)(3) million*
D) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE OFFER
246,784,266 Equity Shares of face value of ₹2 each* 493,568,532.00 -
E) SECURITIES PREMIUM ACCOUNT
Prior to the Offer (as on the date of this Prospectus) 11,995.54 million
After the Offer* 18,607.88 million
*Subject to finalisation of Basis of Allotment.
(1) For details in relation to changes in the authorized share capital of our Company in the last 10 years, see “History and Certain Corporate
Matters – Amendments to the Memorandum of Association” on page 276.
(2) The Offer has been authorised by our Board pursuant to its resolution dated December 11, 2024 and the Fresh Issue has been authorized
by our Shareholders pursuant to a special resolution dated December 11, 2024.
(3) Our Board has taken on record the consent and authorisation of the Selling Shareholders to participate in the Offer for Sale pursuant to
its resolution dated December 12, 2024, November 30, 2025 and January 16, 2026. Each of the Selling Shareholders have, severally and
not jointly, confirmed that it has approved inclusion of its respective portion of the Offered Shares in the Offer for Sale. Each of the Selling
Shareholders have, severally and not jointly, confirmed that its respective portion of the Offered Shares are eligible for being offered for
sale in terms of Regulations 8 and 8A of the SEBI ICDR Regulations. See “Other Regulatory and Statutory Disclosures – Authority for
the Offer” on page 482.
95Notes to Capital Structure
1. Share capital history of our Company
(a) Equity share capital history
The following table sets forth the history of the equity share capital of our Company.
Face value per Issue price per
Date of No. of equity shares
Name(s) of allottee(s) Reason or nature of allotment equity share equity share Nature of consideration
allotment allotted
(₹) (₹)
August 50 equity shares each to Suresh Initial subscription to the 100 100 100 Cash
12, 1993 Chander and Rakesh Kumar Memorandum of Association^
February 3,026 equity shares to Nasib Further issue# 29,900 100 100 Cash
10, 2000 Kaur and 2,975 equity shares to
Pritam Singh, 2,540 equity
shares to Gurcharan Singh,
2,340 equity shares to
Gurminder Singh, 2,000 equity
shares to Kulraj Singh, 1,500
equity shares to Ram Pyari,
1,340 equity shares each to
Davinder Kumar, Vinay
Kumar, Gulshan Kumar, Suresh
Chander, Opinder Singh,
Bhupinder Kaur and Surinder
Singh, 1,000 equity shares each
to Gurmeet Singh, Manjit Kaur
and Sukhdev Singh, 909 equity
shares to Narinder Kaur, 890
equity shares to Kamlesh
Jagota, 840 equity shares to
Sahib Umar and 500 equity
shares to Jaswinder Singh
March 31, Pursuant to the resolutions passed by our Board of Directors and the Shareholders dated March 28, 2014 and March 31, 2014, respectively, the authorised share capital of our
2014 Company was sub-divided and re-classified from ₹20,000,000 comprising 200,000 equity shares of face value of ₹ 100 per equity share to ₹20,000,000 comprising of 2,000,000
equity shares of face value of ₹10 each*
March 31, 452,000 equity shares to Sanjay Further issue 565,000 10 10 Cash
2014 Sharma and 113,000 equity
shares to Vikram Jetley
July 3, 600,000 equity shares to Shankh Rights issue 1,635,000 10 10 Cash
2014 Corporation LLP, 600,000
96Face value per Issue price per
Date of No. of equity shares
Name(s) of allottee(s) Reason or nature of allotment equity share equity share Nature of consideration
allotment allotted
(₹) (₹)
equity shares to Shvet
Corporation LLP, 326,990
equity shares to Vikram Jetley
and 108,010 equity shares to
Sanjay Sharma
August 300,000 equity shares to Shankh Rights issue 1,000,000 10 10 Cash
21, 2014 Corporation LLP, 300,000
equity shares to Shvet
Corporation LLP, 200,000
equity shares to Sanjay Sharma
and 200,000 equity shares to
Vikram Jetley
December 449,676 equity shares to Meera Rights issue 1,330,000 10 12 Cash
12, 2014 Madhusudan Deshmukh and
Kalpana Kiran (jointly),
249,820 equity shares to Umesh
Gupta and Gitika Gupta
(jointly), 249,820 equity shares
to Ashok Nandkarni, 199,856
equity shares to Deepa Pandit,
174,874 equity shares to Sumant
Mishra, 4,954 equity shares to
Sanjay Sharma and 1,000 equity
shares to Vikram Jetley
February 100 equity shares to Elevation Preferential allotment 200 10 29.00 Cash
20, 2015 Capital V Limited (formerly
known as SAIF Partners India V
Limited) and 100 equity shares
to Accion Africa-Asia
Investment Company
November 100 equity shares to LGT Preferential allotment 100 10 106.76 Cash
28, 2016 Capital Invest Mauritius PCC
with Cell E/VP
June 19, 100 equity shares to CapitalG Preferential allotment 100 10 256.24 Cash
2018 LP
March 6, 100 equity shares to Alpha Preferential allotment 100 10 426.70 Cash
2019 Wave India I LP (formerly
known as Falcon Edge India I
LP)
97Face value per Issue price per
Date of No. of equity shares
Name(s) of allottee(s) Reason or nature of allotment equity share equity share Nature of consideration
allotment allotted
(₹) (₹)
January 5, 10 equity shares each to British Preferential allotment 20 10 654.11 Cash
2024 International Investment plc and
Waterfield Alternative
Investments Fund I
September 1,034,382 equity shares to Conversion of Series A CCPS to 2,068,764 10 N.A. N.A.**
23, 2024 Elevation Capital V Limited Equity Shares in the ratio of 1:1
(formerly known as SAIF
Partners India V Limited) and
1,034,382 equity shares to MAJ
Invest Financial Inclusion Fund
II K/S
September 1,027,504 equity shares to A91 Conversion of Series A1 CCPS to 2,935,726 10 N.A. N.A.**
23, 2024 Emerging Fund I LLP 1,467,863 Equity Shares in the ratio of 1:1
equity shares to Elevation
Capital V Limited (formerly
known as SAIF Partners India V
Limited) and 440,359 equity
shares to MAJ Invest Financial
Inclusion Fund II K/S
September 2,060,602 equity shares to Conversion of Series B CCPS to 6,556,360 10 N.A. N.A.**
23, 2024 Elevation Capital V Limited Equity Shares in the ratio of 1:1
(formerly known as SAIF
Partners India V Limited),
2,809,811 equity shares to LGT
Capital Invest Mauritius PCC
with Cell E/VP and 1,685,947
equity shares to A91 Emerging
Fund I LLP
September 3,156,251 equity shares to Conversion of Series C CCPS to 5,736,709 10 N.A. N.A.**
23, 2024 CapitalG LP, 1,597,005 equity Equity Shares in the ratio of 1:1
shares to Elevation Capital V
Limited (formerly known as
SAIF Partners India V Limited)
and 983,453 equity shares to
LGT Capital Invest Mauritius
PCC with Cell E/VP
September 3,644,873 equity shares to Conversion of Series D CCPS to 5,475,089 10 N.A. N.A.**
23, 2024 Alpha Wave India I LP Equity Shares in the ratio of 1:1
(formerly known as Falcon Edge
India I LP), 780,986 equity
98Face value per Issue price per
Date of No. of equity shares
Name(s) of allottee(s) Reason or nature of allotment equity share equity share Nature of consideration
allotment allotted
(₹) (₹)
shares to CapitalG LP, 364,908
equity shares to MAJ Invest
Financial Inclusion Fund II K/S
and 684,322 equity shares to
LGT Capital Invest Mauritius
PCC with Cell E/VP
September 487,114 equity shares each to Conversion of Series E CCPS to 3,409,800 10 N.A. N.A.**
23, 2024 A91 Emerging Fund I LLP, and Equity Shares in the ratio of 1:1
Alpha Wave India I LP
(formerly known as Falcon Edge
India I LP), 1,156,897 equity
shares to CapitalG International
LLC, 365,336 equity shares to
MAJ Invest Financial Inclusion
Fund II K/S and 913,339 equity
shares to LGT Capital Invest
Mauritius PCC with Cell E/VP
September 479,474 equity shares to Conversion of Series F CCPS to 4,246,845 10 N.A. N.A.**
23, 2024 Waterfield Alternative Equity Shares in the ratio of 1:
Investments Fund I, 342,489 0.896102222
equity shares to A91 Emerging
Fund I LLP and 3,424,882
equity shares to British
International Investment plc
September 949,376 equity Shares to Sanjay Conversion of warrants to Equity 949,376 10 654.11 Cash+
24, 2024 Sharma Shares in the ratio of 1:1
September 1,911,498 equity Shares to Preferential allotment 2,139,125 10 878.63 Cash
26, 2024 IMP2 Assets Pte. Ltd. And
227,627 equity shares to British
International Investment plc
October Pursuant to a Board resolution dated October 16, 2024 and a Shareholders’ resolution dated October 17, 2024, the existing equity share capital of ₹383.48 million comprising of
17, 2024 38,348,314 equity shares of face value of ₹10 each were sub-divided into equity share capital of ₹383.48 million comprising of 191,741,570 equity shares of face value of ₹2
each with effect from October 15, 2024*
Issue of Equity Shares in the one year preceding the date of this Prospectus
November Allotment of 900 Equity Shares Allotment pursuant to the exercise 2,087 2 140.00 Cash
26, 2025 to Kishorkumar Bhagubhai of options under the ESOP 2024
Pokiya and 1,187 Equity Shares
to Navneet Kumar
November Allotment of 1,850 Equity Allotment pursuant to the exercise 1,850 2 123.17 Cash
26, 2025 Shares to Navneet Kumar of options under the ESOP 2020
99Note: Except as disclosed in “Risk Factors – 29. Certain of our historical records are not traceable, and there have been some delays and inaccuracies in the filing of certain forms with the RoC. We cannot assure
that regulatory proceedings or actions will not be initiated against us in the future and we will not be subject to any penalty imposed by the competent regulatory authority in this regard.” on page 52, our Company
has been in compliance with the Companies Act, 1956 and Companies Act, 2013, to the extent applicable, with respect to issuance of securities from the date of incorporation of our Company till the date of filing of this
Prospectus.
^The minutes of the meeting of the Board noting the initial subscription on August 12, 1993 to the MoA is not available. We have relied on the memorandum of association date July 28, 1993 and the certificate of
incorporation dated August 12, 1993 issued by the Registrar of Companies, Punjab, Himachal Pradesh and Chandigarh. For details, see “Risk Factors – 29 Certain of our historical records are not traceable, and
there have been some delays and inaccuracies in the filing of certain forms with the RoC. We cannot assure that regulatory proceedings or actions will not be initiated against us in the future and we will not be
subject to any penalty imposed by the competent regulatory authority in this regard.” on page 52.
#The Form-2 and the underlying board resolution for the allotment is not available with our Company. Accordingly, we have relied on the register of members of our Company and the certificate dated December 16,2024,
prepared by Shirin Bhatt and Associates, practicing company secretary. For details see, “Risk Factors – 29. Certain of our historical records are not traceable, and there have been some delays and inaccuracies in
the filing of certain forms with the RoC. We cannot assure that regulatory proceedings or actions will not be initiated against us in the future and we will not be subject to any penalty imposed by the competent
regulatory authority in this regard.” on page 52.
* For further details, see, “History and Certain Corporate Matters- Amendments to the Memorandum of Association” on page 276.
**Consideration for such equity shares (issued pursuant to such conversion of Preference Shares) was paid at the time of issuance of such Preference Shares. For details, see “-Notes to Capital Structure–- Preference
Share capital history” below.
+Application money of ₹1 per warrant was paid at the time of issuance of such warrants and the remaining consideration was paid at the time of conversion of warrants into equity shares pursuant to the warrant
subscription agreement dated December 8, 2023 entered into by and amongst Sanjay Sharma and our Company.
(b) Preference Share capital history
As on the date of this Prospectus, all Preference Shares have been converted into Equity Shares and there are no Preference Shares outstanding.
The following table sets forth the history of the preference share capital of our Company.
No. of Face value per Issue price per
Date of preference/ Reason/nature of preference preference Nature of
Name of allottees
allotment equity shares allotment Share Share consideration
allotted (₹) (₹)
Series A CCPS
February 1,034,382 Series A CCPS each to SAIF Partners India V Limited and 2,068,764 Series Private placement 10 29.00 Cash
20, 2015 Accion Africa-Asia Investment Company A CCPS
September 1,034,382 equity shares each to Elevation Capital V Limited (formerly (2,068,764) equity Conversion of Series N.A N.A N.A*
23, 2024 known as SAIF Partners India V Limited) and MAJ Invest Financial shares A CCPS in the ratio of
Inclusion Fund II K/S(1) 1:1
Series A1 CCPS
August 14, 440,359 Series A1 CCPS each to SAIF Partners India V Limited and 880,718 Series A1 Preferential allotment 10 68.13 Cash
2015 Accion Africa-Asia Investment Company CCPS
December 667,878 Series A1 CCPS each to SAIF Partners India V Limited and 1,335,756 Series Preferential allotment 10 68.13 Cash
21, 2015 Accion Africa-Asia Investment Company A1 CCPS
April 25, 359,626 Series A1 CCPS each to SAIF Partners India V Limited and 719,252 Series A1 Preferential allotment 10 68.13 Cash
2016 Accion Africa-Asia Investment Company. CCPS
September 1,027,504 equity shares to A91 Emerging Fund I LLP 1,467,863 equity (2,935,726) equity Conversion of Series N.A N.A N.A.*
23, 2024 shares to Elevation Capital V Limited (formerly known as SAIF shares A1 CCPS in the ratio
of 1:1
100No. of Face value per Issue price per
Date of preference/ Reason/nature of preference preference Nature of
Name of allottees
allotment equity shares allotment Share Share consideration
allotted (₹) (₹)
Partners India V Limited) and 440,359 equity shares to MAJ Invest
Financial Inclusion Fund II K/S(2)(3)
Series B CCPS
November 2,809,811 Series B CCPS to LGT Capital Invest Mauritius PCC with 6,556,360 Series B Preferential allotment 10 106.76 Cash
28, 2016 Cell E/VP, 2,060,602 Series B CCPS to SAIF Partners India V Limited CCPS
and 1,685,947 Series B CCPS to Accion Africa-Asia Investment
Company
September 2,809,811 equity shares to LGT Capital Invest Mauritius PCC with (6,556,360) equity Conversion of Series N.A N.A N.A.*
23, 2024 Cell E/VP, 2,060,602 equity shares to Elevation Capital V Limited shares B CCPS in the ratio of
(formerly known as SAIF Partners India V Limited) and 1,685,947 1:1
equity shares to A91 Emerging Fund I LLP(4)
Series C CCPS
June 19, 3,156,251 Series C CCPS CapitalG LP, 1,597,005 Series C CCPS to 5,736,709 Series C Preferential allotment 10 256.24 Cash
2018 SAIF Partners India V Limited and 983,453 Series C CCPS to LGT CCPS
Capital Invest Mauritius PCC with Cell E/VP.
September 3,156.251 equity shares to CapitalG LP, 1,597,005 equity shares to (5,736,709) equity Conversion of Series N.A N.A N.A.*
23, 2024 Elevation Capital V Limited (formerly known as SAIF Partners India shares C CCPS in the ratio of
V Limited) and 983,453 equity shares to LGT Capital Invest Mauritius 1:1
PCC with Cell E/VP
Series D CCPS
March 6, 3,644,873 Series D CCPS to Falcon Edge India I LP, 780,986 Series D 5,475,089 Series Preferential allotment 10 426.70 Cash
2019 CCPS to CapitalG LP, 684,322 Series D CCPS to LGT Capital Invest D CCPS
Mauritius PCC with Cell E/VP, 364,908 Series D CCPS to MAJ Invest
Financial Inclusion Fund II K/S
September 3,644,873 equity shares to Alpha Wave India I LP (formerly known as (5,475,089) equity Conversion of Series N.A N.A N.A*
23, 2024 Falcon Edge India I LP), 780,986 equity shares to CapitalG LP, 684,322 shares D CCPS in the ratio
Equity Shares to LGT Capital Invest Mauritius PCC with Cell E/VP and of 1:1
364,908 equity shares to MAJ Invest Financial Inclusion Fund II K/S
Series E CCPS
July 15, 1,156,897 Series E CCPS to CapitalG International LLC, 913,339 3,409,800 Series E Preferential allotment 10 615.87 Cash
2020 Series E CCPS to LGT Capital Invest Mauritius PCC with Cell E/VP, CCPS
487,114 Series E CCPS to Falcon Edge India I LP, 487,114 Series E
CCPS to A91 Emerging Fund I LLP, 365,336 Series E CCPS to MAJ
Invest Financial Inclusion Fund II K/S
September 487,114 equity shares each to A91 Emerging Fund I LLP and Alpha (3,409,800) equity Conversion of Series N.A N.A N.A.*
23, 2024 Wave India I LP (formerly known as Falcon Edge India I LP), 1,156,897 shares E CCPS in the ratio of
equity shares to CapitalG International LLC, 365,336 equity shares to 1:1
101No. of Face value per Issue price per
Date of preference/ Reason/nature of preference preference Nature of
Name of allottees
allotment equity shares allotment Share Share consideration
allotted (₹) (₹)
MAJ Invest Financial Inclusion Fund II K/S and 913,339 equity shares
to LGT Capital Invest Mauritius PCC with Cell E/VP
Series F CCPS
January 5, 3,821,977 Series F CCPS to British International Investment plc, 4,739,244 Series F Preferential allotment 20 654.11 Cash
2024 535,068 Series F CCPS to Waterfield Alternative Investments Fund I, CCPS
382,199 Series F CCPS to A91 Emerging Fund I LLP
September 479,474 equity shares to Waterfield Alternative Investments Fund I, (4,246,845) equity Conversion of Series N.A N.A N.A.*
23, 2024 342,489 equity shares to A91 Emerging Fund I LLP and 3,424,882 shares F CCPS in the ratio of
equity shares to British International Investment plc 1: 0.896102222
* Consideration for such equity shares (issued pursuant to such conversion of Preference Shares) was paid at the time of issuance of such Preference Shares.
Notes:
(1) Accion Africa-Asia Investment Company transferred 1,034,382 Series A CCPS to MAJ Invest Financial Inclusion Fund II K/S.
(2) Accion Africa-Asia Investment Company transferred 440,359 Series A1 CCPS to MAJ Invest Financial Inclusion Fund II K/S.
(3) Accion Africa-Asia Investment Company transferred 1,027,504 Series A1 CCPS to A91 Emerging Fund I LLP.
(4) Accion Africa-Asia Investment Company transferred 1,685,947 Series B CCPS to A91 Emerging Fund I LLP.
(c) Warrants
Pursuant to a subscription agreement dated December 8, 2023 and amendment to agreement dated September 19, 2024 (“collectively, “Warrant Subscription Agreement”)
between our Company and Sanjay Sharma, 949,376 warrants were allotted to Sanjay Sharma on January 5, 2024, for an aggregate consideration of INR 9,493,760. Pursuant to
the terms of the agreement, the exercise price was determined as INR 654.11 per warrant, of which an initial warrant subscription amount of INR 1 per warrant would be
payable at the time of allotment. The terms of the warrant subscription agreement prescribed that the warrants shall be exercisable on the earlier of (a) issuance of notice of
exercise by the Warrant Holder, at any time post the Closing Date at the option of the warrant holder; or (b) upon the Company filing the red herring prospectus with the SEBI
in relation to an initial public offering of the Securities; or, (c) upon any requirement to exercise the Warrants being triggered under Applicable Law or in furtherance of any
instruction from any regulatory authority; or (d) upon occurrence of a Liquidation Event (other than a Liquidation Event arising due to the default attributable to the warrant
holder), subject to the provisions of the warrant subscription agreement. Thereafter, as stated above “-(a) Equity share capital history”, such warrants were exercised by Sanjay
Sharma and converted into Equity Shares of the Company in the ratio of 1:1.
As on the date of this Prospectus, all warrants have been converted into equity shares and there are no warrants outstanding. For details of allotments of Equity Shares pursuant
to such conversion, see “- Notes to Capital Structure – Share capital history of our Company – Equity share capital history” on page 96.
102Acquisition or transfer of equity shares and preference shares of our Company through secondary transaction by the Selling Shareholders
(a) Equity Share capital
Except as disclosed below, the Selling Shareholders have not transferred or acquired Equity Shares of our Company through secondary transactions:
Number of Face value per Transfer price per Nature of
Date of transfer Transferor Transferee
equity shares equity share (₹) equity share(₹) Consideration
Alpha Wave India I LP
Vikram Jetley Alpha Wave India I LP 70,000 10 426.70
April 4, 2019 (formerly known as Falcon Cash
Edge India I LP)
Shankh Corporation LLP Alpha Wave India I LP 50,375 10 426.70
April 4, 2019 (formerly known as Falcon Cash
Edge India I LP)
Shvet Corporation LLP Alpha Wave India I LP 50,375 10 426.70
April 4, 2019 (formerly known as Falcon Cash
Edge India I LP)
LGT Capital Invest Mauritius PCC with Cell E/VP
August 30, 2018 Meera Madhusudhan Deshmukh and LGT Capital Invest Mauritius 32,993 10 256.24
Cash
Kalpana Kiran (joint holders) PCC with Cell E/VP
MAJ Invest Financial Inclusion Fund II K/S
November 13, 2018 Accion Africa-Asia Investment MAJ Invest Financial 35 10 280.64
Cash
Company Inclusion Fund II K/S
April 5, 2019 Sanjay Sharma MAJ Invest Financial 49,250 10 426.70
Cash
Inclusion Fund II K/S
April 18, 2019 Meera Madhusudhan Deshmukh and MAJ Invest Financial 36,930 10 426.70
Cash
Kalpana Kiran (joint holders) Inclusion Fund II K/S
Vikram Jetley
January 10, 2014 Meenu Bala Vikram Jetley 3,026 100 100 Cash
January 10, 2014 Bheem Sen Vikram Jetley 2,975 100 100 Cash
Vikram Jetley Alpha Wave India I LP (70,000) 10 426.70
April 4, 2019 (formerly known as Falcon Cash
Edge India I LP)
January 31, 2024 Vikram Jetley Harleen Kaur Jetley (53,000) 10 - Gift
103(a) Preference Share capital history
Except as disclosed below, the Selling Shareholders have not transferred or acquired Preference Shares of our Company through secondary transactions:
Face value Transfer
Number of
per price per Nature of
Date of transfer Transferor Transferee Preference
Preference Preference Consideration
Shares
Shares (₹) Shares (₹)
MAJ Invest Financial Inclusion Fund II K/S
Series A CCPS
November 13, 2018 Accion Africa-Asia Investment Company MAJ Invest Financial Inclusion Fund II K/S 1,034,382 10 280.64 Cash
Series A1 CCPS
November 13, 2018 Accion Africa-Asia Investment Company MAJ Invest Financial Inclusion Fund II K/S 440,359 10 280.64 Cash
1042. Terms of Conversion of Preference Shares
As on the date of this Prospectus, all Preference Shares have been converted into Equity Shares and there are no
Preference Shares outstanding.
3. Shares issued for consideration other than cash
Our Company has not issued any equity shares or preference shares for consideration other than cash since its
incorporation.
4. Shares issued out of revaluation reserves
Our Company has not issued any equity shares or preference shares out of revaluation reserves since its
incorporation.
5. Allotment of shares pursuant to schemes of arrangement
Our Company has not allotted any equity shares or preference shares pursuant to any scheme of amalgamation
approved under Sections 391 to 394 of the Companies Act, 1956 or Sections 230 to 234 of the Companies Act
2013.
6. Issue of equity shares under employee stock option schemes
Our Company has not issued any equity shares under employee stock option schemes.
7. Issue of equity shares and preference shares at a price lower than the Offer Price in the last one
year
For details see “-Notes to Capital Structure- Equity share capital history-Issue of Equity Shares in the one year
preceding the date of this Prospectus” above.
8. Statutory Lock-in requirements
(i) Details of Equity Shares locked-in for eighteen months
Our Company does not have an identifiable promoter in terms of the SEBI ICDR Regulations and the
Companies Act 2013. Accordingly, in terms of Regulation 14(1) of the SEBI ICDR Regulations, there
is no requirement of minimum promoter’s contribution in this Offer and accordingly, none of the Equity
Shares will be locked in for a period of eighteen months pursuant to the Offer.
(ii) Details of Equity Shares locked-in for six months
In terms of Regulation 17 of the SEBI ICDR Regulations, the entire pre-Offer Equity Share capital will
be locked-in for a period of six months from the date of Allotment, other than (a) Equity Shares which
are transferred as part of the Offer for Sale; and (b) Equity Shares allotted to employees (whether
currently an employee or not) pursuant to the Employee Stock Option Plans, prior to the Offer. In terms
of Regulation 17(c) of the SEBI ICDR Regulations, Equity Shares held by a venture capital fund
(“VCF”) or alternative investment fund (“AIF”) of category I or category II or a foreign venture capital
investor (“FVCI”) shall not be locked-in for a period of six months from the date of Allotment, provided
that such Equity Shares shall be locked-in for a period of at least six months from the date of purchase
by the venture capital fund or alternative investment fund of category I or category II or foreign venture
capital investor. However, in accordance with Regulation 8A of the SEBI ICDR Regulations, for
Shareholders holding (individually or with persons acting in concert) more than 20% of pre-Offer
shareholding of our Company on a fully diluted basis, the provisions of lock-in as specified under
Regulation 17 of the SEBI ICDR Regulations shall be applicable, and relaxation from lock-in as provided
under Regulation 17(c) of the SEBI ICDR Regulations is not applicable.
Further, any unsold portion of the Equity Shares offered pursuant to the Offer for Sale will be locked-in
as required under the SEBI ICDR Regulations.
The Equity Shares held by any person and locked-in for a period of six months from the date of Allotment
in the Offer may be transferred to any other person holding the Equity Shares which are locked-in, subject
to continuation of the lock-in the hands of transferees for the remaining period (and such transferees shall
105not be eligible to transfer until the expiry of the lock-in period) and compliance with the Takeover
Regulations.
(iii) Lock-in of Equity Shares Allotted to Anchor Investors
In terms of the SEBI ICDR Regulations, 50% of the Equity Shares Allotted to Anchor Investors in the
Anchor Investor Portion shall be locked-in for a period of 90 days from the date of Allotment and the
remaining 50% of the Equity Shares Allotted to such Anchor Investors shall be locked in for a period of
30 days from the date of Allotment.
As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the
details of the Equity Shares locked-in are recorded by the relevant Depository.
[Remainder of this page intentionally left blank]
1069. Our shareholding pattern
Set forth below is the shareholding pattern of our Company as on the date of this Prospectus:
Category Category of Number of Number of Number Number of Total number Shareholding Number of Voting Rights held in each class Number of Shareholding, as Number of Number of Equity Number of
(I) shareholder shareholders fully paid-up of Partly shares of shares held as a % of total of securities Equity shares a % assuming Locked in Shares pledged or Equity Shares
(II) (III) Equity Shares paid-up underlying (VII) number of (IX) Underlying full conversion Equity Shares otherwise held in
held Equity Depository =(IV)+(V)+ shares Outstanding of convertible (XII) encumbered dematerialized
(IV) Shares Receipts (VI) (calculated as convertible securities (as a (XIII) form
held (VI) per SCRR, Number of voting rights Total as securities percentage of Number As a % Number As a % (XIV)
(V) 1957) a % of (including diluted share (a) of total (a) of total
(VIII) As a % (A+B+ Warrants) capital) Shares Shares
of (A+B+C2) C) (X) (XI)= (VII)+(X) held (b) held (b)
As a % of
(A+B+C2)
Class eg: Class Total
Equity Shares eg:
Others
(A) Promoters N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A
and
Promoter
Group
(B) Public 50 189,460,118 0 0 189,460,118 98.81 189,460,118 0 189,460,118 98.81 0 98.81 0 0 111,517 0.058 189,460,118
(C) Non 1 2,285,389 0 0 2,285,389 1.19 2,285,389 0 2,285,389 1.19 0 1.19 0 0 0 0 2,285,389
Promoter-
Non Public
(C1) Shares 0 0 0 0 0 0.00 0 0 0 0 0 0 0 0 0 0 0
underlying
DRs
(C2) Shares held 1 2,285,389 0 0 2,285,389 1.19 2,285,389 0 2,285,389 1.19 0 1.19 0 0 0 0 2,285,389
by Employee
Trusts
Total 51 191,745,507 0 0 191,745,507 100.00 191,745,507 0 191,745,507 100.00 0 100.00 0 0 111,517* 0.058 191,745,507
N.A. – Not Applicable
*Pursuant to exercise of options granted under ESOP 2016, three of our employees i.e., Ankur Sharma, Sovan Satyaprakash and Venkata Reddy Devarajulu have been allotted 48,283 Equity Shares, 50,959 Equity Shares
and 12,275 Equity Shares respectively. These Equity Shares have been pledged pursuant to the loan agreements each dated November 10, 2025.
10710. Shareholding of our Directors, Key Managerial Personnel and Senior Management in our
Company
Except as stated below, none of our Directors, Key Managerial Personnel or Senior Management hold any
Equity Shares in our Company:
Name Number of Equity Shares of Percentage of pre-Offer Equity Share capital on a
face value of ₹2 each fully diluted basis (%)*
Sanjay Sharma 5,545,630 2.89
Ankur Sharma 48,283 0.02
Nancy Gupta 24,030 0.01
Piyush Maheshwari 45,000 0.02
Sovan Satyaprakash 50,959 0.03
Tejamoy Ghosh 10,000 0.01
*Calculated on the basis of total Equity Shares of face value of ₹2 each held and vested options under the Employee Stock Option
Plans, as on the date of this Prospectus.
11. Details of shareholding of the major Shareholders of our Company
(a) As on the date of this Prospectus, our Company has 51 Shareholders.
(b) Set forth below are details of Shareholders holding 1% or more of the paid-up share capital of our
Company as on date of this Prospectus:
Number of Equity Percentage of pre-Offer
Shares of face value of Equity Share capital on
Name of the Shareholder
₹2 each on a fully a fully diluted basis
diluted basis (%)*
Elevation Capital V Limited (formerly known as SAIF 31,067,645 16.03%
Partners India V Limited)
LGT Capital Invest Mauritius PCC with Cell E/VP 27,120,090 13.99%
Alpha Wave India I LP (formerly known as Falcon Edge 21,514,185 11.10%
India I LP)
CapitalG LP 19,686,685 10.16%
British International Investment plc 18,262,595 9.42%
A91 Emerging Fund I LLP 17,715,595 9.14%
IMP2 Assets Pte. Ltd. 13,657,490 7.05%
MAJ Invest Financial Inclusion Fund II K/S 11,456,000 5.91%
CapitalG International LLC 5,784,485 2.98%
Sanjay Sharma 5,545,630 2.86%
Shankh Corporation LLP 4,248,125 2.19%
Shvet Corporation LLP 4,248,125 2.19%
Vikram Jetley 2,890,000 1.49%
Waterfield Alternative Investments Fund I 2,397,420 1.24%
Aye finance employee welfare trust 2,285,389 1.18%
*Calculated on the basis of total Equity Shares of face value of ₹2 each held and vested options under the Employee Stock Option
Plans.
(c) Set forth below are details of Shareholders holding 1% or more of the paid-up share capital of our
Company as of 10 days prior to the date of this Prospectus:
Number of Equity
Percentage of pre-Offer
Shares of face value of
Name of the Shareholder Equity Share capital on a
₹2 each on a fully
fully diluted basis(%)*
diluted basis
Elevation Capital V Limited (formerly known as 31,067,645 16.03%
SAIF Partners India V Limited)
LGT Capital Invest Mauritius PCC with Cell 27,120,090 13.99%
E/VP
Alpha Wave India I LP (formerly known as 21,514,185 11.10%
Falcon Edge India I LP)
CapitalG LP 19,686,685 10.16%
British International Investment plc 18,262,595 9.42%
A91 Emerging Fund I LLP 17,715,595 9.14%
IMP2 Assets Pte. Ltd. 13,657,490 7.05%
108Number of Equity
Percentage of pre-Offer
Shares of face value of
Name of the Shareholder Equity Share capital on a
₹2 each on a fully
fully diluted basis(%)*
diluted basis
MAJ Invest Financial Inclusion Fund II K/S 11,456,000 5.91%
CapitalG International LLC 5,784,485 2.98%
Sanjay Sharma 5,545,630 2.86%
Shankh Corporation LLP 4,248,125 2.19%
Shvet Corporation LLP 4,248,125 2.19%
Vikram Jetley 2,890,000 1.49%
Waterfield Alternative Investments Fund I 2,397,420 1.24%
Aye finance employee welfare trust 2,285,389 1.18%
*Calculated on the basis of total Equity Shares of face value of ₹2 each held and vested options under the Employee Stock Option
Plans.
(d) Set forth below are details of Shareholders holding 1% or more of the paid-up share capital of our
Company as of one year prior to the date of this Prospectus:
Percentage of
Number of Equity
Equity Share capital
Name of the Shareholder Shares on a fully
on a fully diluted
diluted basis
basis (%)*
Elevation Capital V Limited (formerly known as SAIF 31,067,645 16.14%
Partners India V Limited)
LGT Capital Invest Mauritius PCC with Cell E/VP 27,120,090 14.09%
Alpha Wave India I LP (formerly known as Falcon Edge 21,514,185 11.18%
India I LP)
CapitalG LP 19,686,685 10.23%
British International Investment plc 18,262,595 9.49%
A91 Emerging Fund I LLP 17,715,595 9.20%
IMP2 Assets Pte. Ltd. 13,657,490 7.09%
MAJ Invest Financial Inclusion Fund II K/S 11,456,000 5.95%
CapitalG International LLC 5,784,485 3.00%
Sanjay Sharma 5,545,630 2.88%
Shankh Corporation LLP 4,248,125 2.21%
Shvet Corporation LLP 4,248,125 2.21%
Vikram Jetley 2,890,000 1.50%
Aye Finance Employees Welfare Trust 2,801,470 1.46%
Waterfield Alternative Investments Fund I 2,397,420 1.25%
*Calculated on the basis of total Equity Shares of face value of ₹2 each held and vested options under the Employee Stock Option
Plans.
(e) Set forth below are details of Shareholders holding 1% or more of the paid-up share capital of our
Company as of two years prior to the date of this Prospectus:
Percentage
Number of Number of
of Equity
Equity Number of Equity
Share capital
Name of the Shareholder shares of Preference Shares on a
on a fully
face value of Shares fully diluted
diluted basis
₹10 basis^
(%)*
Elevation Capital V Limited (formerly 53,677 6,159,852 31,067,645 17.16%
known as SAIF Partners India V
Limited)
LGT Capital Invest Mauritius PCC 33,093 5,390,925 27,120,090 14.98%
with Cell E/VP
Alpha Wave India I LP (formerly 170,850 4,131,987 21,514,185 11.88%
known as Falcon Edge India I LP)
CapitalG LP 100 3,937,237 19,686,685 10.87%
A91 Emerging Fund I LLP 65 3,582,764 17,715,595 9.79%
British International Investment plc 10 38,21,977 1,71,24,460 9.46%
MAJ Invest Financial Inclusion Fund 86,215 2,204,985 11,456,000 6.33%
II K/S
Sanjay Sharma 979,750 9,49,376 9,645,630 5.33%
CapitalG International LLC - 1,156,897 5,784,485 3.20%
Shankh Corporation LLP 849,625 - 4,248,125 2.35%
109Percentage
Number of Number of
of Equity
Equity Number of Equity
Share capital
Name of the Shareholder shares of Preference Shares on a
on a fully
face value of Shares fully diluted
diluted basis
₹10 basis^
(%)*
Shvet Corporation LLP 849,625 - 4,248,125 2.35%
Vikram Jetley 578,000 - 2,890,000 1.60%
Aye Finance Employees Welfare Trust 560,294 - 2,801,470 1.55%
Waterfield Alternative Investments 10 5,35,068 23,97,420 1.32%
Fund I
^ Adjusted for sub-division of face value of ₹10 per equity share to ₹ 2 per equity share pursuant to the resolution passed by our
Board dated October 16, 2024 and resolution passed by our Shareholders dated October 17, 2024.
*Calculated on the basis of total Equity Shares of face value of ₹2 each held and vested options under the Employee Stock Option
Plans.
12. Employee Stock Option Plans
Our Company has three Employee Stock Option Plans which are ESOP 2016, ESOP 2020 and ESOP 2024. As
on the date of this Prospectus, the details of grants, exercise and lapsed options on a cumulative basis are as
follows:
Particulars * Number of options/ equity shares
ESOP pool 11,548,355
Options granted 11,466,587
Options forfeited/lapsed/cancelled 3,250,853
Options exercised 520,018
Total number of Equity Shares that would arise as a result of exercise of 7,695,716
options
Options vested (including options that are exercised)**
4,854,208
Total number of options outstanding in force
7,695,716
Note:
As certified by the Statutory Auditors by way of their certificate dated February 3, 2026.
*After considering the impact of (i) sub-division of Equity Shares of face value of ₹ 10 each of the Company were sub-divided into Equity
Shares of face value of ₹ 2 each which was approved by the Board of Directors of the Company pursuant to its resolution dated October 16,
2024 and by the Shareholders of the Company pursuant to its special resolution dated October 17, 2024 and impact of split has been
considered in the below tables also.
**including 520,018 options that have been exercised as of the date of this Prospectus
ESOP Options granted to Key Managerial Personnel and members of Senior Management
Except as disclosed below, no ESOP Options have been granted to our Key Managerial Personnel and members
of Senior Management, as on the date of this Prospectus:
Name of the KMP/SMP Options granted across ESOP Percentage of total Percentage of Pre-
Plans Options granted Offer shareholding (in
across ESOP Plans (in %)
%)
Sovan Satyaprakash^ 255,670 2.23 0.03
Vipul Sharma 30,257 0.26 -
Piyush Maheshwari 358,545 3.13 0.02
Nancy Gupta 137,635 1.20 0.01
Ankur Sharma 293,740 2.56 0.03
Niraj Kumar Kaushik 1,201,045 10.48 -
Tejamoy Ghosh 275,260 2.40 0.01
Akash Damodar Purswani 275,260 2.40 -
Ujual George 533,770 4.66 -
Jinu Joseph 275,260 2.40 -
Kapil Goyal 19,922 0.17 -
^Appointed as a Key Managerial Personnel in the capacity of interim Chief Financial Officer of our Company with effect from January 11,
2026.
110Particulars Details
Beneficial ownership of the Aye Finance Employees
2,285,389 Equity Shares
Welfare Trust as on the date of Prospectus
% of total shareholding 1.19%
All our Employee Stock Option Plans are in compliance with SEBI SBEBSE Regulations. No employee stock
options have been granted to any person other than the current or former employees (as defined in Regulation
2(1)(o) of the SEBI ICDR Regulations) of our Company and Subsidiary under the Employee Stock Option Plans.
All grants of employee stock options under the Employee Stock Option Plans are in compliance with the SEBI
SBEBSE Regulations, to the extent applicable at the time of such grants. All grants to be made in the future under
the Employee Stock Option Plans shall also be in compliance with the SEBI SBEBSE Regulations.
ESOP 2016 and ESOP 2020 has been implemented through the Aye Finance Employees Welfare Trust. The
Equity Shares were acquired by the Trust through secondary sale from existing shareholders. A loan agreement
dated September 15, 2016 was entered into between the Company and the Trust (“Loan Agreement”). As per the
terms of the Loan Agreement, the loan is non-interest bearing and unsecured; the repayment is limited and
contingent upon actual inflows received from employees exercising their stock options and the tenure of the loan
is co-terminus with the duration of the ESOP Plan, as the repayment is linked to the proceeds received from
employee’s exercise of options. Further, the Equity Shares are held by the Trust in fiduciary capacity for the
benefit of eligible employees under the ESOP Plan. Upon exercise of options by employees, the corresponding
Equity Shares are transferred to the respective employees, and any realizations or proceeds are utilized towards
repayment of the loan in accordance with the terms of the Loan Agreement.
(a) ESOP 2016
Our Company, pursuant to the resolutions passed by our Board in its meeting dated June 29, 2016 and our
Shareholders in its meeting dated August 5, 2016, adopted the Aye Finance Employee Stock Option Plan 2016
(“ESOP 2016”). ESOP 2016 was last amended pursuant to resolutions passed by our Board in its meeting dated
December 11, 2024 and our Shareholders in its meeting dated December 11, 2024. ESOP 2016 has been
implemented through the Aye Finance Employees Welfare Trust.
The objective of the ESOP 2016 is to reward the employees for their association and performance as well as to
motivate them to contribute to the growth and profitability of our Company. Our Company also intends to use
ESOP 2016 to attract and retain key talents in the organization. Our Company views ESOP 2016 as an instrument
that would enable sharing the value with the employees they create for our Company in the years to come.
As on the date of this Prospectus, under ESOP 2016, out of the total pool of 1,557,425 options, 3,089,690 options
have been granted, 1,065,627 options have vested, 1,532,265 options have been cancelled (relinquished) and
491,798 options have exercised.
111The following table sets forth the particulars of the ESOP 2016 including options granted as on the date of this
Prospectus:
From October 1, Six months
2025 until the ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
date of this September 30,
Prospectus 2025
Total options outstanding 1,557,425 1,557,425 1,583,870 1,820,555 1,762,735
as at the beginning of the
period
Total Options granted Nil Nil Nil Nil 83,175
Exercise price of options 5.80 5.80 5.80 5.80 5.80
in ₹(as on the date of
grant options)
Options Nil Nil 26,445 236,685 25,355
forfeited/lapsed/cancelled
Variation of terms of N/A N/A N/A N/A N/A
options
Money utilised by 2,852,428 N/A N/A N/A N/A
exercise of options
Total number of options 1,065,627 1,557,425 1,557,425 1,583,870 1,820,555
outstanding in force
Total options vested 1,065,627 1,557,425 1,524,145 1,512,010 1,395,390
(excluding the options
that have been exercised)
Options exercised 491,798 Nil Nil Nil Nil
The total number of 1,065,627 1,557,425 15,57,425 1,583,870 1,820,555
Equity Shares that would
arise as a result of full
exercise of granted
options
Employee wise details of
options granted to
o Key
Managerial
Personnel and
Senior
Management*
Name of Key
Managerial Personnel
Sanjay Sharma - - - - -
Sovan Satyaprakash^ 52,565 52,565 52,565 52,565 52,565
Vipul Sharma - - - - -
Total 52,565 52,565 52,565 52,565 52,565
Name of Senior
Management
Piyush Maheshwari 83,285 83,285 83,285 83,285 83,285
Nancy Gupta 24,030 24,030 24,030 24,030 24,030
Ankur Sharma 68,975 68,975 68,975 68,975 68,975
Niraj Kumar Kaushik 137,525 137,525 137,525 137,525 137,525
Tejamoy Ghosh 93,020 93,020 93,020 93,020 93,020
Akash Damodar
34,115 34,115 34,115 34,115 34,115
Purswani
Ujual George 83,175 83,175 83,175 83,175 83,175
Jinu Joseph - - - - -
Kapil Goyal - - - - -
Total 524,125 524,125 524,125 524,125 524,125
(ii) Any other Nil
employee who
received a grant
in any one year
of options
amounting to
5% or more of
the options
112From October 1, Six months
2025 until the ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
date of this September 30,
Prospectus 2025
granted during
the year
(iii) Identified Nil
employees who
are granted
options, during
any one year
equal to or
exceeding 1%
of the issued
capital
(excluding
outstanding
warrants and
conversions) of
our Company at
the time of
grant
Diluted earnings per
share pursuant to the issue N/A 3.32 9.34 10.50 2.54
of Equity Shares on
exercise of options in
accordance with the
applicable accounting
standard on ‘Earnings Per
Share’ (in ₹)
Where the Company has Company has used fair value of options for calculation of employee compensation cost.
calculated the employee
compensation cost using
the intrinsic value of the
stock options, the
difference, if any,
between employee
compensation cost so
computed and the
employee compensation
calculated on the basis of
fair value of the stock
options and the impact of
this difference, on the
profits of our Company
and on the earnings per
share of our Company.
Description of the pricing Weighted
formula and the method Exercise average
Risk
and significant Expected Dividend price share price
Grant Expected free
assumptions used to life yield per on the date
date volatility(%) interest
estimate the fair value of (years) (%) share of grant of
rate (%)
options granted during (₹) option (in
the year, including ₹)
weighted average January 4.25 0.00 6.57 0 5.80 14.40
information, namely, 2, 2017
risk-free interest rate, June 2, 3.97 0.01 7-7.21 0 5.80 14.40
expected life, expected 2017
volatility, expected January 3.85 0.01 7-7.21 0 5.80 22.29
dividends, and the price 2, 2018
of the underlying share in July 2, 3.33 0.01 7.74-7.96 0 5.80 51.25
the market at the time of 2018
grant of option July 2, 3.25 0.01 6.26-6.63 0 5.80 89.47
2019
July 2, 4.5 41.97 4.89 0 5.80 123.17
2020
113From October 1, Six months
2025 until the ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
date of this September 30,
Prospectus 2025
July 2, 4.17 50.06 5.66 0 5.80 123.17
2021
Impact on the profits and There is no impact on profit and EPS as the Company had followed the accounting policies
on the earnings per share specified in Regulation 15 of the SEBI SBEBSE Regulations in respect of options granted in
of the last three years if the last three years.
the accounting policies
specified in the SEBI
SBEBSE Regulations had
been followed, in respect
of options granted in the
last three years
Intention of Key Based on the representations from KMPs and SMPs, Certain Key Managerial Personnel (KMP)
Managerial Personnel and and Senior Management Personnel (SMP) have expressed their intention to sell, in full or in
Senior Management and part, the Equity Shares allotted upon exercise of their options within three months after the
whole-time directors who listing of Equity Shares pursuant to the Offer. Our Company doesn’t have a whole-time
are holders of Equity director.
Shares allotted on
exercise of options to sell
their Equity Shares within
three months after the
listing of Equity Shares
pursuant to the Offer
Intention to sell Equity Not Applicable.
Shares arising out of the
ESOP 2016 within three
months after the listing of
Equity Shares by
Directors, Key
Managerial Personnel and
Senior Management and
employees having Equity
Shares arising out of
ESOP 2016, amounting to
more than 1% of the
issued capital (excluding
outstanding warrants and
conversions)
*Cumulative grant till period/ year end.
^Appointed as a Key Managerial Personnel in the capacity of interim Chief Financial Officer of our Company with effect from January 11,
2026.
(b) ESOP 2020
Our Company, pursuant to the resolutions passed by Board through circulation on October 1, 2020 and our
Shareholders in its meeting dated November 10, 2020, adopted the Aye Finance Employees Stock Option Plan
2020 (“ESOP 2020”). ESOP 2020 was last amended pursuant to resolutions passed by our Board in its meeting
dated December 11, 2024 and January 30, 2026 and our Shareholders in its meeting dated December 11, 2024
and January 30, 2026.
The objectives of the ESOP 2020 are to reward key employees for their performance, their association with our
Company as well as to attract, retain and reward them to contribute to the corporate growth and profitability. Our
Company intends to use ESOP 2020, to attract and retain key talents in the organization. Our Company views
ESOP 2020 as an instrument that would enable the employees to get a share in the value they create for our
Company. ESOP 2020 has been implemented through the Aye Finance Employees Welfare Trust.
As on the date of this Prospectus, under ESOP 2020, out of the total pool of 4,408,635 options, 5,414,975* options
have been granted, 2,913,893 options have vested, 1,270,443 options have been cancelled (relinquished) and
26,133 options have been exercised.
* Options granted as of the current date shall include those options that were previously granted but lapsed due to the
resignation of employees, which have subsequently been returned to the option pool for reallocation, up until the most recent
grant date.
114Six months
From October 1,
ended
Particulars 2025 until the date Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30,
of this Prospectus
2025
Total options
outstanding as at the 4,314,198 4,404,421 4,815,795 2,434,285 1,576,870
beginning of the period
Total Options granted Nil Nil Nil 2,573,815 1,112,500
Exercise price of options
in ₹(as on the date of 123.17 123.17 123.17 123.17 123.17
grant options)
Options
169,666
forfeited/lapsed/cancelle 90,223 411,374 192,305 255,085
d
Variation of terms of
NA NA NA NA NA
options
Money realised by
3,218,906 NA NA NA NA
exercise of options
Total number of options 4,118,399
4,314,198 4.404,421 4,815,795 2,434,285
outstanding in force
Total options vested
(excluding the options
2,913,893 2,456,467 2,038,334 1,208,755 599,935
that have been
exercised)
Options exercised 26,133 Nil Nil Nil Nil
The total number of
Equity Shares that would
arise as a result of full 4,118,399 4,314,198 4,404,421 4,815,795 2,434,285
exercise of granted
options
Employee wise details of
options granted to
(i) Key Managerial
Personnel and Senior
Management*
Name of Key
Managerial Personnel
Sanjay Sharma - - - - -
Sovan Satyaprakash^ 176,190 176,190 176,190 176,190 99,910
Vipul Sharma - - - - -
Total 176,190 176,190 176,190 176,190 99,910
Name of Senior
Management
Piyush Maheshwari 204,870 204,870 204,870 204,870 114,925
Nancy Gupta 35,645 35,645 35,645 35,645 20,945
Ankur Sharma 164,525 164,525 164,525 164,525 58,625
Niraj Kumar Kaushik 647,090 647,090 647,090 647,090 195,810
Tejamoy Ghosh 152,390 152,390 152,390 152,390 65,605
Akash Damodar 105,070
Purswani 195,910 195,910 195,910 195,910
Ujual George 338,495 338,495 338,495 338,495 161,400
Jinu Joseph 196,365 196,365 196,365 196,365 -
Kapil Goyal - - - - -
Total 2,266,725 2,266,725 2,266,725 2,266,725 722,380
(ii) Any other employee
who received a grant in
any one year of options
amounting to 5% or
more of the options
granted during the year
Tarun Nagpal - - - - 75,000
(iii) Identified
employees who are
granted options, during Nil
any one year equal to or
exceeding 1% of the
115Six months
From October 1,
ended
Particulars 2025 until the date Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30,
of this Prospectus
2025
issued capital (excluding
outstanding warrants and
conversions) of our
Company at the time of
grant
Diluted earnings per
share pursuant to the
issue of Equity Shares on
exercise of options in
N/A 3.32 9.34 10.50 2.54
accordance with the
applicable accounting
standard on ‘Earnings
Per Share’ (in ₹)
Where the Company has Company has used fair value of options for calculation of employee compensation cost.
calculated the employee
compensation cost using
the intrinsic value of the
stock options, the
difference, if any,
between employee
compensation cost so
computed and the
employee compensation
calculated on the basis of
fair value of the stock
options and the impact of
this difference, on the
profits of our Company
and on the earnings per
share of our Company.
Description of the Weighte
pricing formula and the d
method and significant Risk Exercis average
assumptions used to Expected free e price share
Expected Dividen
estimate the fair value of Grant date life interes per price on
volatility(%) d yield
options granted during (years) t rate share the date
the year, including (%) (₹) of grant
weighted average of option
information, namely, (in ₹)
risk-free interest rate, January 2,
4 Years 42.44 5.04 0 123.17 123.17
expected life, expected 2021
volatility, expected January 2, 3.25
48.96 6.09 0 123.17 123.17
dividends, and the price 2022 Years
of the underlying share 3.44
July 2, 2022 48.39 7.41 0 123.17 138.60
in the market at the time Years
of grant of option January 2, 3.12
46.71 7.15 0 123.17 138.60
2023 Years
2.87
July 2, 2022 43.22 6.99 0 123.17 130.00
Years
January 2, 2.75
41.15 7.21 0 123.17 130.82
2024 Years
116Six months
From October 1,
ended
Particulars 2025 until the date Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30,
of this Prospectus
2025
Impact on the profits and There is no impact on profit and EPS as company had followed the accounting policies
on the earnings per share specified in Regulation 15 of the SEBI SBEBSE Regulations in respect of options granted in
of the last three years if the last three years.
the accounting policies
specified in the SEBI
SBEBSE Regulations
had been followed, in
respect of options
granted in the last three
years
Intention of Key Based on the representations from KMPs and SMPs, Certain Key Managerial Personnel (KMP)
Managerial Personnel, and Senior Management Personnel (SMP) have expressed their intention to sell, in full or in part,
Senior Management; and the Equity Shares allotted upon exercise of their options within three months after the listing of
whole-time directors Equity Shares pursuant to the Issue. Our Company doesn’t have a whole-time director.
who are holders of
Equity Shares allotted on
exercise of options to
sell their shares within
three months after the
listing of Equity Shares
pursuant to the Offer
Intention to sell Equity
Shares arising out of the
ESOP 2020 within three
months after the listing
of Equity Shares by
directors, key
managerial personnel,
senior management and Not Applicable.
employees having
Equity Shares arising out
of ESOP 2020,
amounting to more than
1% of the issued capital
(excluding outstanding
warrants and
conversions)
*Cumulative grant till period/year ended.
^Appointed as a Key Managerial Personnel in the capacity of interim Chief Financial Officer of our Company with effect from January 11,
2026.
(c) ESOP 2024
Our Company, pursuant to the resolutions passed by Board in its meeting dated June 25, 2024 and our
Shareholders in its meeting dated June 26, 2024, adopted the Aye Finance Employees Stock Option Plan 2024
(“ESOP 2024”). ESOP 2024 was last amended pursuant to resolutions passed by our Board in its meeting dated
December 11, 2024 and January 30, 2026 and our Shareholders in its meeting dated December 11, 2024 and
January 30, 2026.
The objectives of the Plan are to reward key employees for their performance, their association with our Company
as well as to attract, retain and reward them to contribute to the corporate growth and profitability. Our Company
intends to use ESOP 2024 to attract and retain key talents in the organization. Our Company views ESOP 2024
as an instrument that would enable the employees to get a share in the value they create for the Company.
As on the date of this Prospectus, under ESOP 2024, out of the total pool of 5,582,295 options, 2,961,922* options
have been granted, 448,145 options have been cancelled (relinquished) and 2,087 options have been exercised
and 354,670 options have been vested.
*Options granted as of the current date shall include those options that were previously granted but lapsed due to the
resignation of employees, which have subsequently been returned to the option pool for reallocation, up until the most recent
grant date.
117The following table sets forth the particulars of the ESOP 2024 including options granted as on the date of this
Prospectus:
Particulars From October 01, 2025 until the Six months ended Fiscal 2025 Fiscal 2024 Fiscal
date of this Prospectus September 30, 2023
2025
Total options
outstanding as at the
2,556,517 1,492,460 Nil N/A N/A
beginning of the
period
Total Options
granted
325,000# 1,129,462 1,507,460 N/A N/A
Exercise price of
options in ₹(as on
140 &175.72 140 &175.72 140 N/A N/A
the date of grant
options)
Options
forfeited/lapsed/can
367,740 65,405 15,000 N/A N/A
celled
Variation of terms
of options
N/A N/A N/A N/A N/A
Money realised by
exercise of options
292,180 N/A N/A N/A N/A
Total number of
options outstanding
2,511,690 2,556,517 1,492,460 N/A N/A
in force
Total options vested
(excluding the
354,670 357,807 Nil N/A N/A
options that have
been exercised)
Options exercised
2,087 Nil Nil N/A N/A
The total number of
Equity Shares that
would arise as a
2,511,690 2,556,517 1,492,460 N/A N/A
result of full
exercise of granted
options
Employee wise
details of options
granted to
(i) Key
Managerial
Personnel and
Senior
Management
Personnel*
a nd
Name of KMP
118Particulars From October 01, 2025 until the Six months ended Fiscal 2025 Fiscal 2024 Fiscal
date of this Prospectus September 30, 2023
2025
N/A N/A N/A
Sanjay Sharma - -
26,915 26,915 N/A N/A
Sovan
26,915
Satyaprakash^
30,257 30,257 N/A N/A
Vipul Sharma 8,500
35,415 N/A N/A
Total 57,172 57,172
Name of Senior
management
70,390 70,390 N/A N/A
Piyush Maheshwari 28,750
77,960 77,960 N/A N/A
Nancy Gupta 38,800
60,240 60,240 N/A N/A
Ankur Sharma 41,760
416,430 316,430 N/A N/A
Niraj Kumar
316,430
Kaushik
29,850 29,850 N/A N/A
Tejamoy Ghosh 29,850
Akash Damodar
45,235 45,235 45,235 N/A N/A
Purswani
Ujual George 112,100 37,100 37,100 N/A N/A
Jinu Joseph 78,895 78,895 78,895 N/A N/A
Kapil Goyal 19,922 19,922 6,800 N/A N/A
Total 1,280,107 955,107 750,955 N/A N/A
119Particulars From October 01, 2025 until the Six months ended Fiscal 2025 Fiscal 2024 Fiscal
date of this Prospectus September 30, 2023
2025
(ii) Any other Nil
employee who
received a
grant in any
one year of
options
amounting to
5% or more of
the options
granted during
the year
(iii) Identified Nil
employees who
are granted
options, during
any one year
equal to or
exceeding 1%
of the issued
capital
(excluding
outstanding
warrants and
conversions) of
our Company
at the time of
grant
Diluted earnings per N/A 3.32 9.34 10.50 2.54
share pursuant to the
issue of Equity
Shares on exercise
of options in
accordance with the
applicable
accounting standard
on ‘Earnings Per
Share’ (in ₹)
Where the Company has used fair value of options for calculation of employee compensation cost.
Company has
calculated the
employee
compensation cost
using the intrinsic
value of the stock
options, the
difference, if any,
between employee
compensation cost
so computed and the
employee
compensation
calculated on the
basis of fair value of
the stock options
and the impact of
this difference, on
the profits of our
Company and on the
earnings per share
of our Company.
120Particulars From October 01, 2025 until the Six months ended Fiscal 2025 Fiscal 2024 Fiscal
date of this Prospectus September 30, 2023
2025
Description of the
pricing formula and
the method and
Weighted
significant Exercise
average
assumptions used to Risk free price
Grant Expected Expected Dividend share price
estimate the fair interest per
date life (years) volatility(%) yield on the date
value of options rate (%) share
of grant of
granted during the (₹)
option (in ₹)
year, including
July 02,
weighted average 2.64 Years 41.27% 7.07% 140.00 175.21
2024 0%
information,
July 02,
namely, risk-free 2.50 Years 38.97% 6.29% 175.72 175.72
2025 0%
interest rate,
October
expected life, 2.65 Years 38.70% 5.79% 175.72 175.72
21, 2025 0%
expected volatility,
expected dividends,
and the price of the
underlying share in
the market at the
time of grant of
option
Impact on the There is no impact on profit and EPS as the Company had followed the accounting policies
profits and on the specified in Regulation 15 of the SEBI SBEBSE Regulations in respect of options granted in the
earnings per share last three years.
of the last three
years if the
accounting policies
specified in the
SEBI SBEBSE
Regulations had
been followed, in
respect of options
granted in the last
three years
Intention of Key Based on the representations from KMPs and SMPs, Certain Key Managerial Personnel (KMP) and
Managerial Senior Management Personnel (SMP) have expressed their intention to sell, in full or in part, the
Personnel and Equity Shares allotted upon exercise of their options within three months after the listing of Equity
Senior Management Shares pursuant to the Issue. Our Company doesn’t have a whole-time director.
Personnel and
whole-time
directors who are
holders of Equity
Shares allotted on
exercise of options
to sell their Equity
Shares within three
months after the
listing of Equity
Shares pursuant to
the Offer
Intention to sell Not Applicable.
Equity Shares
arising out of the
ESOP 2024 within
three months after
the listing of Equity
Shares by Directors,
Key Managerial
Personnel and
Senior Management
Personnel and
employees having
Equity Shares
121Particulars From October 01, 2025 until the Six months ended Fiscal 2025 Fiscal 2024 Fiscal
date of this Prospectus September 30, 2023
2025
arising out of ESOP
2024, amounting to
more than 1% of the
issued capital
(excluding
outstanding
warrants and
conversions)
* Cumulative grant till period/year ended.
#No vesting will occur if the Listing does not happen within 120 days from the date of grant.
^Appointed as a Key Managerial Personnel in the capacity of interim Chief Financial Officer of our Company with effect from January 11,
2026.
13. None of our Directors or their relatives have sold or purchased any equity shares or preference shares
of our Company during the six months immediately preceding the date of this Prospectus.
14. There have been no financing arrangements whereby our Directors or their relatives have financed
the purchase by any other person of securities of our Company during the six months immediately
preceding the date of filing of this Prospectus.
15. Our Company, our Directors and the BRLMs have not entered into any buy-back or other
arrangements for the purchase of Equity Shares being offered through this Offer from any person.
16. None of the BRLMs and their respective associates (as defined under the SEBI Merchant Bankers
Regulations) hold any Equity Shares in our Company as on the date of this Prospectus.
17. Except as disclosed in “Risk Factors – 29. Certain of our historical records are not traceable, and
there have been some delays and inaccuracies in the filing of certain forms with the RoC. We
cannot assure that regulatory proceedings or actions will not be initiated against us in the future
and we will not be subject to any penalty imposed by the competent regulatory authority in this
regard.” on page 52, our Company has been in compliance with the Companies Act, 1956 and
Companies Act, 2013, to the extent applicable, with respect to issuance of securities from the date of
incorporation of our Company till the date of filing of this Prospectus.
18. No person connected with the Offer, including our Company, each of the Selling Shareholders,
severally and not jointly, the Members of the Syndicate, or our Directors, shall offer any incentive,
whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any
Bidder for making a Bid, except for fees or commission for services rendered in relation to the Offer.
19. The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of
this Prospectus. The Equity Shares to be issued pursuant to the Offer shall be fully paid-up at the time
of Allotment.
20. Except for outstanding options granted pursuant to the Employee Stock Option Plans issued by our
Company, our Company has no outstanding warrants, options to be issued or rights to convert
debentures, loans or other convertible instruments into Equity Shares as on the date of this Prospectus.
21. Except for issuance of Equity Shares pursuant to (i) exercise of options granted under the Employee
Stock Option Plans, and (ii) the Fresh Issue, there will be no further issuance of Equity Shares whether
by way of issue of bonus shares, preferential allotment, rights issue or in any other manner during the
period commencing from the date of filing of this Prospectus with SEBI until the Equity Shares have
been listed on the Stock Exchanges or all application monies have been refunded, as the case may be.
22. Except for the issuance of any Equity Shares pursuant to exercise of options granted under the
Employee Stock Option Plans or pursuant to the Fresh Issue, our Company presently does not intend
or propose to alter the capital structure for a period of six months from the Bid/Offer Opening Date,
by way of split or consolidation of the denomination of Equity Shares, or further issue of Equity
Shares (including issue of securities convertible into or exchangeable for, directly or indirectly into
Equity Shares), whether on a preferential basis or by issue of bonus or rights or further public issue
of Equity Shares. However, if our Company enters into acquisitions, joint ventures or other
arrangements, our Company may, subject to necessary approvals, consider raising additional capital
122to fund such activity or use Equity Shares as currency for acquisitions or participation in such joint
ventures.
23. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law. Our
Company will comply with such disclosure and accounting norms as may be specified by SEBI from
time to time.
24. The BRLMs and any associates of the BRLMs (except for Mutual Funds sponsored by entities which
are associates of the BRLMs or insurance companies promoted by entities which are associates of the
BRLMs or AIFs which are sponsored by entities that are associates of the BRLMs or FPIs (other than
individuals, corporate bodies and family offices) which are associates of the BRLMs or pension funds
registered with the Pension Fund Regulatory and Development Authority established under sub-
section (1) of section 3 of the Pension Fund Regulatory and Development Authority Act, 2013
sponsored by entities which are associate of the BRLMs) shall not apply in the Offer under the Anchor
Investor Portion.
123OBJECTS OF THE OFFER
The Offer comprises of the Fresh Issue and the Offer for Sale.
Offer for Sale
Each of the Selling Shareholders shall be entitled to its respective portion of the proceeds from the Offer for Sale
after deducting their proportion of Offer related expenses and relevant taxes thereon, as applicable. For further
details, see “– Offer Related Expenses” on page 127. Our Company will not receive any proceeds from the Offer
for Sale and the proceeds from the Offer for Sale will not form part of the Net Proceeds.
Fresh Issue
Our Company proposes to utilize the Net Proceeds towards augmenting our capital base to meet our Company’s
future capital requirements arising out of growth of our business and assets (referred to herein as the “Objects”).
In addition, our Company expects to receive the benefits of listing of the Equity Shares on the Stock Exchanges,
including enhancement of our Company’s brand name and creation of a public market for our Equity Shares in
India.
The main objects clause and objects which are necessary for furtherance of the main objects as set out in our
Memorandum of Association enables us to undertake our existing business activities and undertake the activities
proposed to be funded from the Net Proceeds.
None of the objects of the Offer for which the Net Proceeds will be utilised have been appraised by any bank/
financial institution or agency.
Net Proceeds
The details of the proceeds from the Fresh Issue are summarized in the following table:
(₹ in million)
Particulars Estimated amount
Gross proceeds of the Fresh Issue 7,100.00*
(Less) Estimated Offer related expenses in relation to the Fresh Issue 377.58(1)
Net Proceeds 6,722.42*
(1) For details, see “- Offer Related Expenses” below.
i *Subject to finalisation of Basis of Allotment.
Proposed schedule of implementation and deployment of Net Proceeds
The Net Proceeds are proposed to be deployed during Financial Year 2027. The proposed fund deployment is
based on current circumstances of our business, management estimates, market conditions and other commercial
factors. We may have to revise our estimates from time to time on account of various factors, such as financial
and market conditions, competition, interest rate fluctuations and other external factors, which may not be within
the control of our management. This may entail rescheduling or revising the planned expenditure and funding
requirements, including the expenditure for a particular purpose at the discretion of our management, subject to
compliance with applicable laws.
In the event that the estimated utilization of the Net Proceeds in a scheduled Financial Year is not completely met,
due to the reasons stated above, the same shall be utilised in the next Financial Year, as may be determined by our
Company, in accordance with applicable laws. For details on risks involved, see “Risk Factors – 58. We will not
receive any proceeds from the Offer for Sale portion. Further, the objects of the Fresh Issue for which the
funds are being raised have not been appraised by any bank or financial institutions. Any variation in the
utilization of our Net Proceeds as disclosed in this Prospectus would be subject to certain compliance
requirements, including prior Shareholders’ approval.” on page 65.
Details of the Objects of the Fresh Issue
We are a NBFC-ML focused on providing loans to micro scale MSMEs across India and are registered with the
RBI under Section 45 IA of the Reserve Bank of India Act, 1934. We offer a range of secured as well as unsecured
business loans suited to the needs of our customers across manufacturing, trading, service and allied agriculture
sectors of the economy. For further details see “Our Business” on page 218. As an NBFC, we are subject to
regulations relating to capital adequacy which require us to maintain a minimum capital adequacy ratio consisting
124of Tier – I and Tier – II capital of not be less than 15% of our aggregate risk weighted assets on-balance sheet and
of risk adjusted value of off-balance sheet items with Tier – I capital not below 10% at any point in time in terms
of the Scale Based Regulations. For further details, see “Summary of this Prospectus - Key Regulatory Ratios”
and “Key Regulations and Policies in India” on pages 24 and 256 respectively.
The table below sets out the key financial ratios of our Company which are considered for regulatory limits, as
stipulated by the RBI:
Particulars September 30, September 30, As of March As of March March 31,
2025 2024 31, 2025 31, 2024 2023
(percentages)
Minimum Regulatory 15.00 15.00 15.00 15.00 15.00
Requirement- CRAR (%)
Minimum Regulatory 10.00 10.00 10.00 10.00 10.00
Requirement- Tier 1 Capital
(%)
Notes: Capital to Risk-Weighted Assets Ratio (CRAR) is a key indicator of a NBFCs financial health. It helps regulators assess the risk of an
NBFC failing and ensure that is has enough capital to meet its obligations.
Particulars September 30, September 30, As of March As of March March 31,
2025 2024 31, 2025 31, 2024 2023
(percentages)
Minimum Regulatory 100.00 85.00 100.00 85.00 60.00
Requirement- Liquidity
Coverage Ratio (%)
Note: Liquidity Coverage Ratio (“LCR”) (standalone)- ratio of stock of high quality liquid assets over total net case outflows over the next
30 calendar days. All non-deposit taking NBFCs with asset size of ₹50 billion and above, and all deposit taking NBFCs irrespective of their
asset size, are required to maintain a liquidity buffer in terms of liquidity coverage ratio which will promote resilience of NBFCs to potential
liquidity disruptions by ensuring that they have sufficient high quality asset to survive any acute liquidity stress scenario lasting for 30 days.
Particulars March 31, 2025 As of March 31, 2024 March 31, 2023
PBC-Minimum Regulatory 50.00 50.00 50.00
Requirement (%)
Note: Principal Business Criteria (“PBC”) ratio-ratio of financial assets (excluding cash and cash equivalents and other bank balances) to
total assets and income from financial assets to the gross income (assets and income pattern).
A company will be treated as an NBFC, if it meets the PBC. Both these tests are required to be satisfied as the determinant factor for
determining principal business of a company.
Particulars September 30, September 30, As of March As of March March 31,
2025 2025 31, 2025 31, 2024 2023
(percentages)
Cumulative negative 20 20 20 20 20
mismatch as % of cumulative
total outflowed upto 30 days
(minimum regulatory
requirement.)
Note: ALM (Assets Liability Maturity)- For measuring and managing net funding requirements, the use of a maturity buckers and calculation
of cumulative surplus or deficit of funds at selected maturity is prepared as a standard tool. The Maturity Profile should be used for measuring
the future cash flows of NBFCs in different time buckets. Further, within each time bucket, there could be mismatches depending on cash
inflows and outflows. The net cumulative negative mismatches upto 30 days bucket shall not exceed 20 percent of the cumulative cash outflows.
The table below sets forth the details of our Company’s Tier – I and Tier – II capital as at and for the six months
ended September 30, 2025, and September 30, 2024 and the financial years ended March 31, 2025, March 31,
2024 and March 31, 2023, based on the standalone figures:
(₹ in millions except percentages)
As of / For the six months ended, As of / For the Year Ended
Particulars September 30, September 30, March 31, March 31 March 31,
2025 2024 2025 ,2024 2023
Tier I Capital(1) 14,262.45 13,976.85 14,295.19 10,587.63 6,563.76
Tier II Capital(1) - - - - -
Total Capital (Tier I & II) 14,262.45 13,976.85 14,295.19 10,587.63 6,563.76
Risk weighted assets(2) 44,201.26 37,163.92 40,940.80 32,292.76 21,124.92
Capital to risk weighted ratio (%)(3) 32.27 37.61 34.92 32.79 31.07
Post-Offer CRAR (%)* 47.48
Notes:
(1) Tier I capital comprises share capital, share premium, retained earnings including current year profit. Tier II capital comprises
provision on stage I loan assets and subordinated liability. Risk weighted assets represent the weighted sum of our credit exposures
based on their risk (Computed in accordance with the relevant RBI guidelines).
125(2) Risk weighted assets represent the weighted sum of our credit exposures based on their risk (Computed in accordance with the relevant
Scale Based Regulations). Credit exposure primarily comprises of Mortgage Loans, and ‘Saral’ Property Loans, Secured Hypothecation
Loans, Unsecured Hypothecation Loans
(3) Capital-to-risk weighted assets ratio (CRAR) is computed by dividing our Tier I and Tier II capital by risk weighted assets (Computed
in accordance with the Scale Based Regulations.).
*As on September 30, 2025
As of September 30, 2025, our Company’s CRAR was 32.27% comprising of Tier – I capital. The following table
sets forth certain details regarding our Company’s CRAR and Tier – I capital ratios, as of the dates indicated:
As of / For the six months ended As of / For the Year Ended
Particulars September 30, September 30, March 31, March 31, March 31,
2025 2024 2025 2024 2023
CRAR (%)(1) 32.27 37.61 34.92 32.79 31.07
Tier I Capital (%) (2) 32.27 37.61 34.92 32.79 31.07
Notes:
(1) Tier I capital represents- Tier I capital computed basis the method provided by the regulator as at the last day of relevant fiscal year/
period. Tier II capital by risk weighted assets (computed in accordance with the relevant RBI guidelines).
(2) Tier I capital comprises share capital, share premium, retained earnings including current year profit. Tier II capital comprises
provision on stage I loan assets and subordinated liability. Risk weighted assets represent the weighted sum of our credit exposures
based on their risk (Computed in accordance with the relevant RBI guidelines).
Set forth below are the details of our asset under management as at and for the six months ended September 30,
2025, and September 30, 2024 and the financial years ended March 31, 2025, March 31, 2024 and March 31,
2023:
(₹ in million, except percentages)
As of / For the six months ended
As of / For the Year Ended March 31,
Particulars September 30,
2025 2024 2025 2024 2023
AUM 60,276.22 49,797.64 55,338.96 44,632.91 27,215.51
AUM growth (%) 8.92 11.57 23.99 64.00 57.45
Notes:
(1) AUM represents aggregate of future principal outstanding, principal overdue held in our books as on the last day of the relevant period,
as well as loan assets which have been transferred by our Company by way of securitization, including assignees’ share of loan portfolio
transferred under direct assignment and/ or co-lending transactions and are outstanding as on the last day of the relevant period.
(2) AUM growth represents percentage growth in AUM as of the relevant year/ period over AUM of the previous year end.
Set out below are details of our total Term Loans (Gross) and Gross carrying amount of Stage 3 loans (Gross
NPAs) as at the dates indicated below:
(in ₹ million, unless stated otherwise)
As of / For the Year Ended March 31,
Particulars
2025 2024 2023
Term Loans (Gross)(1) 51,573.32 41,296.60 26,056.88
Gross carrying amount of Stage 3 loans 2,170.40 1,316.30 653.90
Gross Stage 3 Loans (%)(2) 4.21 3.19 2.49
(1) Term Loans (Gross) represents aggregate of principal outstanding of term loans, interest accrued and other Ind AS adjustments held in
our books as on the last day of the relevant year.
(2) Gross Stage 3 Loans (%) represents the Gross carrying amount of Stage 3 loans to the Gross Term Loans as of the last day of the
relevant year.
As we continue to grow our loan portfolio and asset base, we will require additional capital in order to continue
to meet applicable capital adequacy ratios with respect to our business. The Net Proceeds will be utilised to
increase our Company’s Tier – I capital base to meet our future capital requirements which are expected to arise
out of growth of our business and assets. For further details, see “Our Business” on page 218.
The Net Proceeds are expected to lead to an improvement in the overall capital position of our Company, which
in turn will help reducing the overall leverage of our Company, thus enabling us to optimize our leverage to a
higher level to undertake onward lending. Further, the Net Proceeds of ₹6,722.42 million may be utilized towards
onward lending, among other things, and improve our CRAR, and enable us to leverage more. We anticipate that
the portion of the Net Proceeds allocated towards this object will be sufficient to satisfy our Company’s future
capital requirements till Fiscal 2027, which are expected to arise of out of growth of our business and assets.
Offer related Expenses
126The total Offer related expenses are estimated to be approximately ₹537.27 million.
The Offer related expenses consist of listing fees, underwriting fees, selling commission and brokerage, fees
payable to the BRLMs, legal counsels, Registrar to the Offer, Escrow Collection Bank, Public Offer Account
Bank, Refund Bank and Sponsor Banks including processing fee to the SCSBs for processing ASBA Forms
submitted by ASBA Bidders procured by the Members of the Syndicate and submitted to SCSBs, brokerage and
selling commission payable to Registered Brokers, RTAs and CDPs, printing and stationery expenses, advertising
and marketing expenses and all other incidental expenses for listing the Equity Shares on the Stock Exchanges.
Other than (i) the listing fees which will be solely borne by our Company, (ii) audit fees of the Statutory Auditors
and expenses for any corporate advertisements, i.e. any corporate advertisements consistent with past practices of
our Company, and not related to the Offer, which shall be borne solely by our Company and (iii) fees and expenses
for the legal counsel to the Selling Shareholders, if any, which shall be solely borne by the respective Selling
Shareholders; all costs, charges, fees and expenses that are associated with and incurred in connection with the
Offer including, inter alia, filing fees, book building fees and other charges, fees and expenses of the SEBI, the
Stock Exchanges, the Registrar of Companies and any other Governmental Authority, advertising, printing,
accommodation and travel expenses, fees and expenses of the legal counsel to our Company and the BRLMs,
registrar fees and broker fees (including fees for procuring of applications), bank charges, fees and expenses of
the BRLMs, syndicate members, Self-Certified Syndicate Banks, other Designated Intermediaries and any other
consultant, advisor or third party in connection with the Offer shall be shared amongst our Company and each of
the Selling Shareholders on a pro rata basis, in proportion to the Equity Shares issued and allotted by our Company
in the Fresh Issue and the Offered Shares sold by the Selling Shareholders in the Offer for Sale (“Proportion”).
It is further clarified that our Company shall provide requisite supporting documents in relation to the Offer to the
Selling Shareholders to support the Selling Shareholders’ claims for expense deduction in relation to the Offer,
while filing their respective tax returns and shall cooperate in sharing any information reasonably required by the
Selling Shareholders during their respective tax assessments. All the expenses relating to the Offer shall be paid
by our Company in the first instance. Upon commencement of listing and trading of the Equity Shares on the
Stock Exchanges pursuant to the Offer, each Selling Shareholder shall reimburse our Company for any
documented expenses in relation to the Offer paid by our Company on behalf of such Selling Shareholder directly
from the Public Offer Account. In the event of withdrawal or abandonment of the Offer or if the Offer is not
successful or consummated, all costs and expenses (including all applicable taxes) with respect to the Offer which
may have accrued up to the date of such postponement, withdrawal, abandonment or failure shall be shared
amongst our Company and each of the Selling Shareholders on a pro rata basis, in proportion to the number of
Equity Shares proposed to be issued and Allotted by our Company through the Fresh Issue and the respective
portion of the Offered Shares proposed to be transferred by each of the Selling Shareholders in the Offer for Sale.
The break-up of the estimated Offer expenses is as follows:
(₹ in million)
As a % of the total
Estimated As a % of the
Activity estimated Offer
expenses(1) total Offer size(1)
expenses(1)
BRLMs fees and commissions (including underwriting 279.96 52.11 2.77
commission, brokerage and selling commission)
Commission/ processing fee for SCSBs and Bankers to the 3.67 0.68 0.04
Offer and fees payable to the Sponsor Bank(s) for Bids
made by UPI Bidders. Brokerage, selling commission and
bidding charges for Members of the Syndicate, Registered
Brokers, RTAs and CDPs(2)(3)(4)(5)
Fees payable to the Registrar to the Offer 0.26 0.05 0.00
Fees payable to advisors, consultants and other parties to
the Offer:
- Statutory Auditor 18.33 3.41 0.18
- Independent Chartered Accountant 0.85 0.16 0.01
- CRISIL 8.45 1.57 0.08
- Fee payable to legal counsels 101.43 18.88 1.00
Others
- Listing fees, SEBI filing fees, upload fees, BSE and 35.11 6.53 0.35
NSE processing fees, book building software fees
and other regulatory expenses
- Printing and stationery 13.00 2.42 0.13
- Advertising and marketing expenses 40.69 7.57 0.40
- Miscellaneous# 35.52 6.61 0.35
Total estimated Offer expenses 537.27 100.00 5.32
#comprising expenses relate to professional, regulatory, and compliance services incurred for the IPO and RBI approval process, including but not
limited to professional fees, data room services, background checks, CIBIL extraction, insurance and ROC charges.
127(1) Offer expenses include applicable taxes including any tax paid by the Company under GST on reversal basis, where applicable. Offer expenses
are estimates and are subject to change.
(2) Selling commission payable to the SCSBs on the portion for RIIs, Non-Institutional Investors, which are directly procured and uploaded by the
SCSBs, would be as follows:
Portion for RII* 0.30% of the Amount Allotted (Exclusive of applicable taxes)
Portion for Non-Institutional Investors* 0.15% of the Amount Allotted (Exclusive of applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price. Selling Commission payable to the SCSBs will be
determined on the basis of the bidding terminal id as captured in the Bid book of BSE or NSE.
(3) No processing fees shall be payable by our Company to the SCSBs on the applications directly procured by them.
The selling commission and bidding charges payable to Registered Brokers, the RTAs and CDPs will be determined on the basis of the bidding
terminal ID as captured in the Bid book of BSE or NSE.
Processing fees payable to the SCSBs on the portion for RIIs, Non-Institutional Investors which are procured by the Members of the Syndicate/sub-
Syndicate/Registered Broker/RTAs/ CDPs and submitted to SCSB for blocking, would be as follows:
Portion for RIIs ₹Nil per valid Bid cum Application Form (Exclusive of applicable taxes)
Portion for Non-Institutional Investors ₹10 per valid Bid cum Application Form (Exclusive of applicable taxes)
(excluding UPI Bids)
*Processing fees payable to the SCSBs for capturing Syndicate Member/sub-Syndicate (Broker)/sub-broker code on the ASBA Form for
Non-Institutional Bidders and QIBs with Bids above ₹500,000 would be ₹10 (Exclusive of applicable taxes), per valid application.
The total processing fees payable to SCSBs as mentioned above will be subject to a maximum cap of ₹ 1 million (Exclusive of applicable taxes).
In case the total uploading charges/processing fees payable exceeds ₹ 1 million (Exclusive of applicable taxes), then the amount payable to
SCSBs, would be proportionately distributed based on the number of valid applications such that the total uploading charges /processing fees
payable does not exceed ₹ 1 million (Exclusive of applicable taxes)
The Selling commission payable to the Syndicate / sub-Syndicate Members will be determined on the basis of the application form number / series,
provided that the application is also bid by the respective Syndicate / sub-Syndicate Member. For clarification, if a Syndicate ASBA application
on the application form number / series of a Syndicate / sub-Syndicate Member, is bid by an SCSB, the Selling Commission will be payable
to the SCSB and not the Syndicate / sub-Syndicate Member.
(4) Bidding Charges payable to members of the Syndicate (including their sub-Syndicate Members) on the applications made using 3-in-1 accounts
would be ₹ 10 (Exclusive of applicable taxes), per valid application bid by the Syndicate (including their sub-Syndicate Members). Bidding
charges payable to SCSBs on the QIB Portion and NIIs (Exclusive UPI Bids) which are procured by the Syndicate/sub-Syndicate/Registered
Broker/RTAs/ CDPs and submitted to SCSBs for blocking and uploading would be ₹ 10 per valid application (Exclusive of applicable taxes)
The total processing fees payable to Syndicate (Including their Sub syndicate Members) as mentioned above will be subject to a maximum cap of
₹ 2.50 million (Exclusive of applicable taxes). In case the total uploading charges/processing fees payable exceeds ₹2.50 million (Exclusive of
applicable taxes), then the amount payable to Members of the Syndicate (Including their Sub syndicate Members), would be proportionately
distributed based on the number of valid applications such that the total uploading charges / processing fees payable does not exceed ₹ 2.50
million (Exclusive of applicable taxes)
(5) The uploading charges/ processing fees for applications made by UPI Bidders would be as follows:
Members of the Syndicate / RTAs / ₹10 per valid Bid cum Application Form* (plus applicable taxes)
CDPs / Registered Brokers*
Sponsor Bank(s)
Axis Bank Limited ₹ 0 per valid Bid cum Application Form (Exclusive of applicable taxes) upto 6,00,000 Applications and ₹
6.50 plus applicable taxes beyond 6,00,000 Applications. The Sponsor Bank shall be responsible for making
payments to the third parties such as remitter bank, NPCI and such other parties as required in connection
with the performance of its duties under the SEBI circulars, the Syndicate Agreement, and other applicable
laws.
HDFC Bank Limited ₹ Nil per valid Bid cum Application Form (Exclusive of applicable taxes). The Sponsor Bank shall be
responsible for making payments to the third parties such as remitter bank, NPCI and such other parties as
required in connection with the performance of its duties under the SEBI circulars, the Syndicate
Agreement, and other applicable laws.
* *The total uploading charges / processing fees payable to members of the Syndicate, RTAs, CDPs, Registered Brokers will be subject to a
maximum cap of ₹ 5.00. million (Exclusive of applicable taxes). In case the total uploading charges/processing fees payable exceeds ₹5.00.
million, then the amount payable to members of the Syndicate, RTAs, CDPs, Registered Brokers would be proportionately distributed based on
the number of valid applications such that the total uploading charges / processing fees payable does not exceed ₹ 5.00 million.
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and Cash Escrow
and Sponsor Bank Agreement.
The processing fees for applications made by UPI Bidders may be released to the remitter banks (SCSBs) only after such banks provide a written
confirmation in compliance with SEBI ICDR Master Circular.
(6) Selling commission on the portion for RIIs, Non-Institutional Investors which are procured by Members of the Syndicate (including their sub-
Syndicate Members), Registered Brokers, RTAs and CDPs would be as follows:
Portion for RIIs* 0.30% of the Amount Allotted (Exclusive of applicable taxes)
Portion for Non-Institutional Investors* 0.15% of the Amount Allotted* (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.
The selling commission payable to the Syndicate / Sub-Syndicate Members will be determined (i) for Retail Individual Bidders and Non-
institutional Bidders (up to ₹ 0.50 million), on the basis of the application form number / series, provided that the Bid cum Application Form is
also bid by the respective Syndicate / Sub-Syndicate Member. For clarification, if a Syndicate ASBA application on the application form number
/ series of a Syndicate / Sub-Syndicate Member, is bid by an SCSB, the selling commission will be payable to the SCSB and not the Syndicate /
Sub-Syndicate Member; and (ii) for Non-Institutional Bidders (above ₹ 0.50 million), Syndicate ASBA form bearing SM Code and Sub-Syndicate
code of the application form submitted to SCSBs for blocking of the fund and uploading on the exchanges platform by SCSBs. For clarification,
if a Syndicate ASBA application on the application form number / series of a Syndicate / Sub-Syndicate Member, is bid by an SCSB, the selling
commission will be payable to the Syndicate / Sub Syndicate members and not the SCSB.
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and Cash Escrow
and Sponsor Bank Agreement. The processing fees for applications made by UPI Bidders may be released to the remitter banks (SCSBs) only
after such banks provide a written confirmation on compliance with SEBI Circular No: SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021
read with SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and such payment of processing fees to the
SCSBs shall be made in compliance with SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI Circular No.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022.
Means of finance
The fund requirements set out for the aforesaid objects of the Offer are proposed to be met entirely from the Net
Proceeds. Accordingly, our Company confirms that there is no requirement to make firm arrangements of finance
128through verifiable means towards at least 75% of the stated means of finance, excluding the amount to be raised
from the Fresh Issue and existing identifiable accruals as required under the SEBI ICDR Regulations.
Interim use of Net Proceeds
Our Company, in accordance with the policies established by the Board from time to time, will have the flexibility
to deploy the Net Proceeds. Pending utilization for the purposes described above, our Company will deposit the
Net Proceeds only with one or more scheduled commercial banks included in the second schedule of the RBI Act
in accordance with the investment policy of the Company, as may be amended by the Board and/or a duly
appointed committee from time to time. Additionally, our Company confirms that no encumbrance shall be created
on the Net Proceeds.
In accordance with Section 27 of the Companies Act, 2013, our Company confirms that it shall not use the Net
Proceeds for buying, trading or otherwise dealing in the equity shares of any other listed company or for any
investment in equity markets.
Bridge Financing Facilities
Our Company has not raised any bridge loans from any bank or financial institution as on the date of this
Prospectus, which are proposed to be repaid from the Net Proceeds.
Monitoring of Utilization of Funds
In terms of Regulation 41 of the SEBI ICDR Regulations, as the proposed Fresh Issue exceeds ₹1,000.00 million,
our Company has appointed CRISIL Ratings Limited to monitor the utilisation of the Gross Proceeds. Our Audit
Committee and the Monitoring Agency will monitor the utilisation of the Gross Proceeds and the Monitoring
Agency shall submit the report required under Regulation 41(2) of the SEBI ICDR Regulations, on a quarterly
basis, until such time as the Gross Proceeds have been utilised in full. Our Company undertakes to place the
report(s) of the Monitoring Agency on receipt before the Audit Committee without any delay. Our Company will
disclose the utilisation of the Gross Proceeds, including interim use under a separate head in its balance sheet for
such Financial Years as required under the SEBI ICDR Regulations, the SEBI Listing Regulations and any other
applicable laws or regulations, clearly specifying the purposes for which the Gross Proceeds have been utilised,
till the time any part of the Gross Proceeds remains unutilised. Our Company will also, in its balance sheet for the
applicable Financial Years, provide details, if any, in relation to all such Gross Proceeds that have not been utilised,
if any, of such currently unutilised Gross Proceeds.
Pursuant to Regulations 18(3) and 32(3) of the SEBI Listing Regulations, our Company shall on a quarterly basis
disclose to the Audit Committee the uses and application of the Gross Proceeds. The Audit Committee shall make
recommendations to our Board for further action, if appropriate. Our Company shall, on an annual basis, prepare
a statement of funds utilised for purposes other than those stated in this Prospectus and place it before our Audit
Committee. Such disclosure shall be made only until such time that all the Gross Proceeds have been utilised in
full. The statement shall be certified by the statutory auditor or an independent chartered accountant of our
Company and such certification shall be provided to the Monitoring Agency. Further, in accordance with
Regulation 32 of the SEBI Listing Regulations, our Company shall furnish to the Stock Exchanges on a quarterly
basis, a statement indicating (i) deviations, if any, in the utilisation of the Gross Proceeds from the objects of the
Issue as stated above; and (ii) details of category wise variations in the utilisation of the Gross Proceeds from the
objects of the Issue as stated above. Further, our Company, on a quarterly basis, shall include the deployment of
Gross Proceeds under various heads, as applicable, in the notes to our quarterly results. Our Company will indicate
investments, if any, of unutilised Gross Proceeds in the balance sheet of our Company for the relevant fiscals
subsequent to receipt of listing and trading approvals from the Stock Exchanges.
Variation in Objects
In accordance with Sections 13(8) and 27 of the Companies Act, 2013 and applicable rules, our Company shall
not vary the objects of the Offer without our Company being authorised to do so by the Shareholders by way of a
special resolution.
Other Confirmations
No part of the Net Proceeds will be paid by us as consideration to our Directors, Key Managerial Personnel and
members of Senior Management except to the extent of any proceeds received pursuant to the sale of Offered
Shares, in compliance with applicable law.
Our Company has not entered into and is not planning to enter into any arrangement/ agreements with our
Directors, Key Managerial Personnel and members of Senior Management in relation to the utilisation of the Net
Proceeds. Further there is no existing or anticipated interest of such individuals and entities in the objects of the
Fresh Issue as set out above.
129BASIS FOR OFFER PRICE
The Price Band and Offer Price will be determined by our Company in consultation with the BRLMs, and in
accordance with applicable law, on the basis of assessment of market demand for the Equity Shares offered
through the Book Building Process and quantitative and qualitative factors as described below. The face value of
the Equity Shares is ₹2 each and the Offer Price is 61 times the face value at the lower end of the Price Band and
64.5 times the face value at the higher end of the Price Band. Investors should also refer to the sections “Risk
Factors”, “Our Business”, “Financial Statements” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” on pages 33, 218, 304 and 410, respectively, to have an informed view
before making an investment decision.
I. Qualitative Factors
Some of the qualitative factors which form the basis for computing the Offer Price are set forth below:
• Leading small-ticket lender in MSME ecosystem with focus on serving large and untapped market of micro
enterprises;
• Comprehensive portfolio of lending products for micro enterprises resulting in high customer retention;
• Strong underwriting method;
• Robust multi-tiered collections capabilities;
• Building resilience through technological prowess;
• Access to diversified lender base and cost-effective financing; and
• Experienced and professional management team backed by marquee investors with a committed employee
base.
For further details, see “Risk Factors” and “Our Business –Competitive Strengths” on pages 33 and 226,
respectively.
II. Quantitative Factors
Certain information presented below relating to our Company is based on the Restated Financial Statements. For
details, see “Restated Financial Statements” on page 304.
Some of the quantitative factors which may form the basis for calculating the Offer Price are as follows:
1. Basic and diluted earnings per Equity Share (“EPS”) for continuing operations:
As derived from the Restated Financial Statements:
For the period ended as at Basic EPS (₹) Diluted EPS (₹) Weight
March 31, 2025 9.51 9.34 3
March 31, 2024 10.62 10.50 2
March 31, 2023 2.57 2.54 1
Weighted Average 8.72 8.59 -
Six months ended September 30, 2025* 3.37 3.32 -
Six months ended September 30, 2024* 6.09 5.97 -
* Not annualized.
Notes:
(1) Basic EPS amounts are calculated by dividing the profit for the year/period attributable to equity Shareholders of the
Company by the weighted average number of equity shares outstanding during the year/period (adjusted for sub-division of
face value of equity shares from ₹ 10 to ₹ 2 as listed below).
(2) Diluted EPS amounts are calculated by dividing the profit attributable to equity Shareholders by the weighted average
number of equity shares outstanding during the year/period plus the weighted average number of equity shares that would
be issued on conversion of all the dilutive potential equity shares into equity shares (as adjusted for sub-division of face value
of equity shares from ₹ 10 to ₹ 2 as listed below).
(3) Weighted average = Aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. (EPS x weight) for each
year /Total of weights
130(4) EPS has been calculated in accordance with the Ind AS 33 – “Earnings per share” notified under the Companies (Indian
Accounting Standards) Rules of 2015 (as amended).
(5) Pursuant to a resolution passed by our Board on October 16, 2024, and a resolution passed by our Shareholders on October
17, 2024, the face value of equity shares of our Company was sub-divided from face value of ₹10 each to face value of ₹ 2
each. Sub-division of equity shares is retrospectively considered for the computation of basic EPS and diluted EPS in
accordance with Ind AS 33 for previous years/periods ended September 30,2024, March 31,2024, March 31,2023 presented.
2. Price/Earning (“P/E”) ratio in relation to the Price Band of ₹122 to ₹129 per Equity Share:
P/E ratio at the Floor P/E at the Cap Price
Particulars
Price (no. of times) (no. of times)
Based on basic EPS for Fiscal 2025 12.83 13.56
Based on diluted EPS for Fiscal 2025 13.06 13.81
3. Industry Peer Group P/E ratio
Based on the peer group information (excluding our Company) given below in this section, the highest,
lowest and industry average P/E ratio are set forth below:
Face value per
Particulars Name of the Company P/E
equity share (₹)
Highest SBFC Finance Limited 31.28 10
Lowest Five-Star Business Finance Limited 12.05 1
Average 21.67
Notes:
1. The industry high and low has been considered from the industry peer set provided later in this section. The industry composite
has been calculated as the arithmetic average P/E of the industry peer set disclosed in this section.
2. P/E ratio has been computed based on the closing market price of the equity shares of the peers identified above, as on February
10, 2026, on www.nseindia.com, divided by the Diluted EPS as on March 31, 2025.
3. All the financial information for listed industry peers mentioned above is sourced from the audited financial statements of the
relevant companies for Fiscal 2025, as available on the websites of the Stock Exchanges.
4. Return on Net Worth (“RoNW”)
As derived from the Restated Financial Statements:
For the period ended as at RoNW (%) Weight
March 31, 2025 12.12 3
March 31, 2024 17.28 2
March 31, 2023 5.46 1
Weighted Average 12.73 -
Six months ended September 30, 2025* 3.82 -
Six months ended September 30, 2024* 7.63 -
* Not annualized.
Notes:
(1) Net worth represents total equity as of the last day of the relevant year / period.
(2) The Weighted Average Return on Net Worth is a product of Return on Net Worth and respective assigned weight, dividing
the resultant by total aggregate weight.
(3) Return on Net Worth = Net profit/(loss) after tax for the years/ periods attributable to the owners of the Company divided by
Average Net Worth of the Company for the respective year / period.
5. Net Asset Value per Equity Share
NAV per Equity Share NAV per Equity Share NAV per Equity Share
(Diluted)(₹) (Basic)( ₹)
As on September 30, 2025* 88.66 90.09
As on March 31, 2025 88.38 90.00
After the Offer
- At the Floor Price** 96.34 97.68
- At the Cap Price** 97.59 98.97
At Offer Price** 97.59 98.97
* Not annualized.
**As on March 31, 2025
Notes:
1. Basic Net Asset Value per Equity Share = Net worth as per the Restated Financial Statements / Weighted Average number of Equity
Shares as at the end of year/period.
1312. Diluted Net Asset Value per Equity Share = Net worth as per the Restated Financial Statements / weighted average number of
equity shares outstanding during the year/period plus the weighted average number of equity shares that would be issued on
conversion of all the dilutive potential equity shares into equity shares.
3. Net worth represents Total equity as of the last day of the relevant year / period.
4. Pursuant to a resolution passed by our Board on October 16, 2024, and a resolution passed by our Shareholders on October 17,
2024, the face value of equity shares of our Company was sub-divided from face value of ₹10 each to face value of ₹ 2 each. Sub-
division of equity shares is retrospectively considered for the computation of NAV for previous years/periods ended September
30,2024, March 31,2024, March 31,2023 presented.
III. Key Performance Indicators
The table below sets forth the details of the key performance indicators (“KPIs”) that our Company considers
have a bearing for arriving at the basis for Offer Price. These KPIs have been used historically by our Company
to understand and analyse the business performance, which in result, help us in analysing the growth of various
vertical segments. The Bidders can refer to the below-mentioned KPIs, being a combination of financial and
operational key financial and operational metrics, to make an assessment of our Company’s performance in
various business verticals and make an informed decision.
The KPIs disclosed below have been approved by a resolution of our Audit Committee dated February 11, 2026
and the Audit Committee has confirmed that the KPIs pertaining to our Company that have been disclosed to
investors at any point of time during the three years period prior to the date of this Prospectus have been disclosed
in this section and have been subject to verification and certification by the Statutory Auditors, pursuant to
certificate dated February 11, 2026 which has been included as part of the “Material Contracts and Documents
for Inspection” on page 592 .
For details of our key operating, financial and other operating metrics disclosed elsewhere in this Prospectus, see
“Our Business”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”,
and “Selected Statistical Information ” on pages 218, 410 and 449, respectively .
132A list of our KPIs for the six months ended September 30, 2025 and September 30, 2024 and the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023 is
set out below:
For the six months
Fiscal
period ended
Data points Classification Unit
September September
2025 2024 2023
30, 2025 30, 2024
Number of Branches(1) Geography Nos 568 499 526 478 398
Number of States/UTs(2) Geography Nos 21 21 21 21 21
Assets Under Management (AUM)(3) Portfolio/AUM overview ₹ in million 60,276.22 49,797.64 55,338.96 44,632.91 27,215.51
AUM Growth YoY(4) Portfolio/AUM overview % 21.04 47.84 23.99 64.00 57.45
AUM Mix by Product (hypothecation loan-secured, hypothecation
%
loan-unsecured, Saral property loans, mortgage loan)(5)
Hypothecation secured % 41.01 46.75 43.62 51.94 63.60
Hypothecation unsecured Portfolio/AUM overview % 37.97 41.47 39.68 37.91 30.26
Saral Property Loans % 1.74 2.29 1.98 2.65 4.27
Mortgage loans % 19.28 9.49 14.72 7.50 1.86
AUM per Branch(6) Portfolio/AUM overview ₹ in million 106.12 99.79 105.21 93.37 68.38
Retention Rate (7) Portfolio/AUM overview % 41.16 49.03 49.54 49.59 41.18
Disbursements Total(8) Disbursement overview ₹ in million 23,167.95 20,141.46 42,913.39 39,389.34 23,570.93
Disbursements in Repeat loans(9) Disbursement overview ₹ in million 11,768.80 9,114.24 19,076.76 14,897.96 6,048.80
Disbursement Growth YoY(10) Disbursement overview % 15.03 24.41 8.95 67.11 80.72
Disbursement Mix (hypothecation loan-secured, hypothecation
%
loan-unsecured, Saral Property Loans, mortgage loan)(11)
Hypothecation secured % 42.22 43.81 43.56 50.32 66.27
Hypothecation unsecured % 40.91 46.48 42.08 40.15 28.84
Saral Property Loans % 1.18 1.37 1.29 1.80 2.92
Mortgage loans Disbursement overview % 15.69 8.34 13.06 7.73 1.97
Disbursement per LA(12) Disbursement overview Nos 25.15 31.31 62.89 82.23 78.83
Average ticket size on Disbursement (Overall)(13) Disbursement overview ₹ in million 0.18 0.15 0.16 0.15 0.13
Average ticket size on Disbursement (Repeat loans)(14) Disbursement overview ₹ in million 0.22 0.19 0.20 0.19 0.17
Total Interest Income(15) Profit & Loss ₹ in million 7,338.30 6,402.39 13,259.64 9,486.86 5,664.85
Total Income(16) Profit & Loss ₹ in million 8,630.22 7,170.45 15,049.87 10,717.50 6,433.35
Finance Cost (17) Profit & Loss ₹ in million 2,588.64 2,292.57 4,680.03 3,265.31 1,979.60
Net Interest Income (NII) (18) Profit & Loss ₹ in million 4,749.66 4,109.82 8,579.61 6,221.55 3,685.25
Operating Expense (19) Profit & Loss ₹ in million 3,179.02 2,360.30 5,195.25 3,797.82 2,940.59
Profit After Tax(20) Profit & Loss ₹ in million 645.97 1,078.00 1,752.52 1,716.79 398.73
Return On Equity (RoE)(21) Ratios % 7.63 15.26 12.12 17.28 5.46
Yield on Net Advances (22) Ratios % 27.90 29.58 29.10 28.43 26.19
Yield on Gross Advances(23) Ratios % 26.74 28.63 28.02 27.65 25.54
Net Interest Margin (NIM) (23a) Ratios % 14.12 15.38 15.31 15.56 13.54
133For the six months
Fiscal
period ended
Data points Classification Unit
September September
2025 2024 2023
30, 2025 30, 2024
Cost of Borrowings / Average cost of borrowing / funds(24) Ratios % 11.21 11.64 11.57 11.40 11.80
Average cost of borrowing / funds (on Total Assets)(25) Ratios % 7.70 8.58 8.35 8.17 7.28
Liabilities in respect of securitised transactions/ Borrowings (26) Ratios % 19.56 20.88 20.44 22.89 24.48
Return on average Total Assets (RoTA)(27) Ratios % 1.92 4.03 3.13 4.29 1.47
Credit cost to Average Total Assets(28) Ratios % 5.14 3.79 5.15 3.29 2.70
Operating Expense to Average Total Assets(29) Ratios % 9.45 8.83 9.27 9.50 10.81
Capital to risk weighted assets ratio (CRAR)(30) Ratios % 32.27 37.61 34.92 32.79 31.07
Cost to Income Ratio(31) Ratios % 52.62 48.39 50.10 50.96 66.03
Gross NPA(32) Ratios % 4.85 3.32 4.21 3.19 2.49
Net NPA(33) Ratios % 1.78 1.15 1.40 0.91 1.28
PCR (Provision Coverage Ratio)(34) Ratios % 64.47 66.07 67.56 72.14 49.82
Debt to Equity (D/E) ratio (Leverage)(35) Ratios times 3.02 2.56 2.73 2.84 3.04
Net Worth(36) Balance Sheet ₹ in million 17,273.72 15,931.74 16,588.68 12,326.47 7,544.93
Borrowings/Total Debt(37) Balance Sheet ₹ in million 52,184.98 40,831.01 45,263.25 34,989.90 22,961.61
Liabilities in respect of securitised transactions(37a) Balance Sheet ₹ in million 10,205.77 8,523.98 9,251.27 8,008.48 5,620.40
Average disbursal per Branch(38) Productivity ₹ in million 40.79 40.36 81.58 82.40 59.22
Collection efficiency (%)(39) Productivity (%) 89.72 92.38 91.75 93.95 93.10
Number of Active customers(40) Productivity Nos 586,825 508,224 554,699 454,586 305,524
Credit Rating(41) Ratings Letter Grade
[IND] A-
[IND] A [IND] A [IND] A [IND] A-
i. NCD ^
Stable Stable Stable Stable
Positive
[IND] A-
[IND] A [IND] A [IND] A [IND] A-
ii. Bank loans ^
Stable Stable Stable Stable
Positive
[IND] A1 [IND] A2+
iii. Commercial paper ^ [IND] A1 [IND] A1 [IND] A1
Stable
IND PP- IND PP- IND PP- IND PP-
iv. Principal protected market-linked debenture (PP-MLD) ^ N.A MLD A MLD A MLD A – MLD A –
Stable Stable Positive Stable
[ICRA]
v. NCD ** N.A N.A N.A N.A. BBB+
Positive
[ICRA] A [ICRA] A
vi. Long Term Bank Facility *** @ N.A. N.A.
Stable N.A. Stable
CareEdge B+
vii. External Commercial Borrowing**** N.A. N.A. N.A. N.A.
Positive
134For the six months
Fiscal
period ended
Data points Classification Unit
September September
2025 2024 2023
30, 2025 30, 2024
AA- (SO) to AA- (SO) to AA-(SO) to A (SO) to A (SO) to
viii Liabilities in respect of securitised transactions$
AA+ (SO) AA+ (SO) AA+ (SO) AA (SO) AA (SO)
** Ratings provided by ICRA were withdrawn w.e.f. May 19, 2023.
*** ICRA Rating letter dated December 06, 2024.
^Pursuant to the rating letter dated July 08, 2025, India Ratings and Research Limited affirmed, Aye Finance’s existing rating and rated additional NCDs of ₹4,550.00 million and bank loans of ₹ 3,000.00 million at ‘IND
A’/Stable. It withdrew rating on PP-MLDs of ₹50.00 million and non-convertible debenture were reduced to ₹ 14,699.81 million from ₹ 19,084.50 million.
****CareEdge rating letter dated May 30 2025.
@ Pursuant to the rating letter dated November 12, 2025 by ICRA Aye Finance Limited (erstwhile Aye Finance (P) Ltd.): [ICRA]A (Stable) was assigned to ₹ 4,000 million NCD programme; It further reaffirmed and assigned
[ICRA]A (Stable). for enhanced amount for long-term bank facilities from Rs. 5500.0 million and ₹ 6500.00 million.
$ Above rating range is excluding any subordinate or equity tranches rating
(1) Number of branches represents the aggregate number of branches of the Company as of the last day of relevant period/year.
(2) Number of states and union territories represents the total number of states and union territories where Company has presence as at the last day of the relevant fiscal year /period.
(3) AUM represents aggregate of future principal outstanding, principal overdue held in the books as on the last day of the relevant period, as well as loan assets which have been transferred by the Company by way of
securitization, including assignees’ share of loan portfolio transferred under direct assignment and/ or co-lending transactions and includes loan assets which have been purchased by the Company by way of securitization
under direct assignment and are outstanding as on the last day of the relevant period.
(4) AUM Growth represents percentage growth in AUM for the relevant period/year over AUM of the previous period/year end.
(5) AUM represents aggregate of future principal outstanding, principal overdue held in the books as on the last day of the relevant period, as well as loan assets which have been transferred by the Company by way of
securitization, including assignees’ share of loan portfolio transferred under direct assignment and/ or co-lending transactions and includes loan assets which have been purchased by the Company by way of securitization
under direct assignment and are outstanding as on the last day of the relevant period.
(6) AUM per branch is AUM as at the last day of the relevant fiscal year / period divided by the aggregate number of the branches as at the last day of relevant fiscal year / period
(7) Retention rate is number of customers who took repeat loans during their lifetime plus number of attrited customers who took repeat loan in the relevant fiscal year / period divided by number of customers with EMI end date
in relevant fiscal year / period.
(8) Disbursements represent the aggregate of all loan amounts extended to the customers in the relevant period/year.
(9) Repeat loans represent the subsequent loan taken by a borrower after taking the first loan with us.
(10) Disbursement growth represents percentage growth in disbursements for the relevant period/year over disbursements of the previous period/year end.
(11) Disbursement mix is the composition of Total Disbursements in hypothecation secured loans, hypothecation unsecured loans, Saral Property Loans and mortgage loans
(12) Disbursement per Loan Advisor(LA) is the total disbursements for hypothecation loan (HL) and Saral Property Loans (SPL) for the relevant fiscal year / period divided by the average loan advisors for hypothecation loan
(HL) and Saral Property Loans (SPL) for the relevant fiscal year / period.
(13) Average ticket size (ATS) on Disbursement (Overall) is computed by dividing the amount disbursed (both to new and existing customers) by the number of loans disbursed for the relevant period/year.
(14) Average ticket size (ATS) on Disbursement (Repeat loans) is computed by dividing the amount disbursed to repeated customers (both to new and existing customers) by the number of repeat loans disbursed for the relevant
period/year.
(15) Total Interest Income represents the interest income earned for the relevant fiscal year / period from loans and advances, deposits with banks and investments.
(16) Total Income represents the sum of total revenue from operations and other income for the relevant fiscal year / period.
(17) Finance Cost represents the sum of total cost of borrowings for the relevant fiscal year / period.
(18) Net Interest Income (NII) represents Interest income less Finance Costs, for the relevant period/year.
(19) Operating Expense represents employee benefits expense, depreciation and amortization expense, and other expenses for the relevant period/year.
(20) Profit After Tax refers to the profits after deducting the tax expenses for the relevant fiscal year / period.
(21) Return On Equity (RoE) is calculated as the profit after tax for the relevant year as a percentage of average Net Worth in such year/period.
(22) Yield on average Net Advances represents the ratio of interest income for the period/year to the average net advance for the period/year.
(23) Yield on average Gross Advances represents the ratio of interest income for the period/year to the average gross advance for the period/year.
(23a) Net Interest Margin (NIM) represents the Net Interest Income for the period/year to the average total assets for the period/year, represented as a percentage. And Net Interest Income represents Interest Income less Finance
Cost of the relevant period / year.
(24) Cost of Borrowings (Average cost of borrowing) represents finance cost for the relevant period/year as a percentage of Average Total Borrowings in such period/year.
135and, Average Total Borrowings is the simple average of the monthly Total Borrowings outstanding as of the last day of the month starting from the last month of the previous period/year and ending with the last month of the
relevant period/year.
(25) Average cost of borrowing / funds (on Total Assets) represents Finance Cost for the relevant period/year as a percentage of average total assets in such period/year.
(26) Liabilities in respect of securitised transactions/ Borrowings represents Liabilities in respect of securitised transactions for the relevant period/year as a percentage of Total Borrowings in such period/year.
(27) Return on average Total Assets (RoTA) is calculated as the Profit After Tax for the relevant period / year as a percentage of average Total Assets in such period / year.
(28) Credit cost to Average Total Asset represents the credit cost for a period / year to the average total assets for the period / year.
(29) Operating Expense to Average total assets represents the Operating Expenses for the relevant period / year upon average of total assets for the relevant period / year.
(30) Capital to risk weighted assets ratio (CRAR) is computed by dividing the tier I and tier II capital by risk weighted assets (computed in accordance with the relevant RBI guidelines)
(31) Cost to Income Ratio represents Operating Expenses upon total income less Finance Costs for the relevant period/year.
(32) Gross NPA represents gross loan book pertaining to loans which are required to be classified as NPA as per the income recognition, asset classification and provisioning norms issued and modified by RBI from time to time.
Gross NPA ratio (%) represents the Gross NPA to the gross loan book as of the last day of the relevant period, as per the income recognition, asset classification and provisioning norms issued and modified by RBI from time
to time
(33) Net NPA represents the ratio of the Net NPA to net loan portfolio as of last day of the relevant period/year. Net loan portfolio represents total loan portfolio reduced by impairment allowance, as per the income recognition,
asset classification and provisioning norms issued and modified by RBI from time to time.
(34) PCR (Provision Coverage Ratio) represents total provisions held on Gross NPA as of the last day of the year, as a percentage of total Gross NPAs as of the last day of the period/year
(35) Debt to Equity (D/E) ratio (Leverage) represents debt securities, borrowings other than debt securities / Net-Worth. as of the last day of the relevant period/year.
(36) Net Worth means total equity as of the last day of the relevant year / period.
(37) Borrowings (total debt) represents the aggregate of debt securities and borrowings other than debt securities as of the last day of the relevant period/year
(37a) Liabilities in respect of securitised transactions represents Liabilities in respect of securitised transactions for the relevant period/year.
(38) Average disbursal per Branch represents total disbursements of the relevant fiscal year / period divided by the aggregate number of the branches of relevant fiscal period / year.
(39) Collection Efficiency represents amount of EMI received, restricted to max of 1 EMI per loan divided by EMI demand/due for the relevant fiscal year /period.
(40) Loans Outstanding (no of active customers) represents the total number of customers active as at the last day of relevant fiscal year / period.
(41) Credit Rating represents the credit rating issued by a/multiple registered rating agency/ies with the SEBI for long term and short term borrowing facilities of the Company as at the last day of relevant fiscal year / period
For the definitions and reconciliation of Non-GAAP measures, please see “Definitions and Abbreviations” and “Other Financial Information” on pages 1 and 400, respectively.
Our Company shall continue to disclose the KPIs disclosed hereinabove in this section on a periodic basis, at least once in a year (or for any lesser period as determined by the
Board of our Company), for a duration of one year after the date of listing of the Equity Shares, or until the utilization of Offer Proceeds, whichever is later, on the Stock
Exchanges pursuant to the Offer, or for such other period as may be required under the SEBI ICDR Regulations.
136IV. Comparison with listed industry peers
The following peer group has been determined on the basis of companies listed on Indian stock exchanges, whose
business profile is comparable to our businesses in terms of our size and our business model:
Closin Revenu Earnings per Net asset value
Price/e
g price e from share for as at March 31,
arning Return on Marke
Face as on operatio Financial Year 2025 (₹ per
s ratio net worth t
Name of value (₹ Febru ns for 2025 (₹) equity share)
for the for the capitali
the per ary 10, Financi
Financ Financial sation
company equity 2026 al Year
Dilute ial Year 2025 (in ₹
share) (₹per 2025 (in Basic Diluted Basic
d Year (%) billion)
equity ₹
2025
share) million)
Company 2 NA 14,597.3 9.51 9.34 90.00 88.38 13.81# 12.12 NA
2
Listed peers
SBFC
13,061.5
Finance 10 98.52 3.21 3.15 29.61 29.10 31.28 11.57 106.99
7
Limited
Five-Star
Business 28,478.4 214.5
1 440.00 36.61 36.50 215.22 12.05 18.65 129.55
Finance 0 8
Limited
Source: All the financial information for our Company mentioned above is based on the Restated Financial Statements for the year ended
March 31, 2025/ signed financial statement. For SBFC Finance Limited and Five-Star Business Finance Limited, financial information is
taken from consolidated financial statements and financial statements respectively of the annual report for Fiscal 2025.
#Price/earning ratio of the Company has been computed based on the offer price of Equity Shares ₹129.00, divided by the diluted earnings
per share for financial year ended March 31, 2025.
Notes:
(1)Basic/diluted earnings per share refers to the basic/diluted earnings per share sourced from the financial statements of the respective peer
group companies for the financial year ended.
(2)Basic Net Asset Value per Equity Share = Net worth as per the Restated Financial Statement / Weighted Average number of Equity Shares
as at the end of year.
(3) Diluted Net Asset Value per Equity Share = Net worth as per the Restated Financial Statements / weighted average number of equity shares
outstanding during the year/period plus the weighted average number of equity shares that would be issued on conversion of all the dilutive
potential equity shares into equity shares.
(4)Return on net worth is computed as net profit after tax attributable to shareholders divided by average of opening and closing net worth of
the year. Net worth represents total equity as of the last day of the relevant year / period.
(5)Price/earning ratio for the peer group has been computed based on the closing market price of equity shares on February 10, 2026, on
www.nseindia.com, divided by the diluted earnings per share for financial year ended March 31, 2025.
(6)Market capitalization is the product of the basic shares outstanding as on March 31, 2025 multiplied by the closing price as on February
10, 2026.
V. Comparison of our KPIs with listed industry peers for the Financial Years included in the Restated
Financial Statements
As of, and for the six months period ended, September 30, 2025
Five Star
Aye Finance Limited SBFC
Business
Data p oints Unit (Formerly known as Aye Finance
Finance
Finance Private Limited) Limited
Limited
Number of Branches Nos 568 220.00 800
Number of States/UTs Nos 21 18.00 11
Assets Under Management (AUM) ₹ in million 60,276.22 99,380.00 1,28,471
AUM Growth YoY % 21.04 28.81 17.57
AUM Mix by Product
(hypothecation loan-secured,
hypothecation loan-unsecured,
Saral Property Loans, mortgage
loan)
Hypothecation secured % 41.01 NA NA
Hypothecation unsecured % 37.97 NA NA
Saral Property Loans % 1.74 NA NA
Mortgage loans % 19.28 NA NA
AUM per Branch ₹ in million 106.12 451.73 160.59
Retention Rate % 41.16 NA NA
Disbursements Total ₹ in million 23,167.95 16,240.00 24,860.00
137Five Star
Aye Finance Limited SBFC
Business
Data p oints Unit (Formerly known as Aye Finance
Finance
Finance Private Limited) Limited
Limited
Disbursements in Repeat loans ₹ in million 11,768.80 NA NA
Disbursement Growth YoY % 15.03 34.66 (3.23)
Disbursement Mix (hypothecation
loan-secured, hypothecation loan-
unsecured, Saral Property Loans,
mortgage loan)
Hypothecation secured % 42.22 NA NA
Hypothecation unsecured % 40.91 NA NA
Saral Property Loans % 1.18 NA NA
Mortgage loans % 15.69 NA NA
Disbursement per LA Nos 25.15 NA NA
Average ticket size on 0.18 NA NA
₹ in million
Disbursement (Overall)
Average ticket size on ₹ in million 0.22 NA NA
Disbursement (repeat loans)
Total Interest Income ₹ in million 7,338.30 7,344.28 15,378.07
Total Income ₹ in million 8,630.22 7,995.46 15,976.90
Finance Cost / Interest Expense ₹ in million 2,588.64 2,540.14 3,672.68
Net Interest Income (NII) ₹ in million 4,749.66 4804.14 11,705.39
Operating Expense ₹ in million 3,179.02 2081.58 3,947.25
Profit After Tax ₹ in million 645.97 2,100.26 5,524.50
Return On Equity (RoE) % 7.63 12.68 16.85
Yield on Net Advances % 27.90 NA NA
Yield on Gross Advances % 26.74 NA NA
Net Interest Margin (NIM) % 14.12 10.43 15.68
Cost of Borrowings / Average cost 11.21 8.88 9.01
%
of borrowing / funds#
Average cost of borrowing / funds 7.70 5.52 4.92
%
(on Total Assets)
Liabilities in respect of securitised 19.56 NA NA
%
transactions/ Total Borrowings
Return on average Total Assets 1.92 4.56 7.40
%
(RoTA)
Credit cost to Average Total Assets % 5.14 1.21 1.32
Operating Expense to Average 9.45 4.52 5.29
%
Total Assets
Capital to risk weighted assets ratio 32.27 34.05 51.04
%
(CRAR)
Cost to Income Ratio % 52.62 38.16 32.08
Gross NPA % 4.85 2.77 2.64
Net NPA % 1.78 1.51 1.46
PCR (Provision Coverage Ratio) % 64.47 46.17 45.19
Debt to Equity (D/E) ratio 3.02 1.80 1.23
times
(Leverage)
Net Worth ₹ in million 17,273.72 34,342.50 68,066.59
Borrowings/Total debt ₹ in million 52,184.98 61,756.52 83,759.97
Liabilities in respect of securitised ₹ in million 10,205.77 NA NA
transactions
Average disbursal per branch ₹ in million 40.79 73.82 31.08
Collection efficiency (%) (%) 89.72 NA NA
Loans Outstanding/No of Active 5,86,825 NA NA
Nos
customers
Credit Rating Letter Grade
NCD ^ [IND] A Stable NA NA
Bank loans ^ [IND] A Stable NA
Commercial paper ^ [IND] A1 NA NA
Principal protected market-linked NA NA NA
debenture (PP-MLD) ^
Long Term Bank Facility*** and [ICRA] A Stable NA NA
@
138Five Star
Aye Finance Limited SBFC
Business
Data p oints Unit (Formerly known as Aye Finance
Finance
Finance Private Limited) Limited
Limited
External Commercial CareEdge B+ Positive NA NA
Borrowing****
Liabilities in respect of securitised AA- (SO) to AA+ (SO) NA NA
transactions$
*This includes disbursement made to secured MSMEs only.
^Pursuant to the rating letter dated July 08, 2025, India Ratings and Research Limited affirmed, Aye Finance’s existing rating and rated
additional NCDs of ₹4,550.00 million and bank loans of ₹ 3,000.00 million at ‘IND A’/Stable. It withdrew rating on PP-MLDs of ₹50.00
million and non-convertible debenture were reduced to ₹ 14,699.81 million from ₹ 19,084.50 million.
*** ICRA Rating letter dated December 06, 2024.
**** CareEdge rating letter dated May 30th 2025
@ Pursuant to the rating letter dated November 12, 2025 by ICRA Aye Finance Limited (erstwhile Aye Finance (P) Ltd.): [ICRA]A (Stable)
was assigned to ₹ 4,000 million NCD programme; It further reaffirmed and assigned [ICRA]A (Stable). for enhanced amount for long-term
bank facilities from Rs. 5500.0 million and ₹ 6500.00 million.
$ Above rating range is excluding any subordinate or equity tranches rating.
# For peers Average Total Borrowing is simple average of borrowing at the end of the period / year and at the end of the last period / year.
As of, and for the six months period ended, September 30, 2024
Aye Finance
Limited Five Star
(Formerly SBFC Finance Business
Data p oints Unit
known as Aye Limited Finance
Finance Private Limited
Limited)
Number of Branches Nos 499 192 660
Number of States/UTs Nos 21 18 10
Assets Under Management (AUM) ₹ in million 49,797.64 77,150.00 1,09,272.00
AUM Growth YoY % 47.84 32.95 32.22
AUM Mix by Product (hypothecation loan-
secured, hypothecation loan-unsecured, Saral
Property Loans, mortgage loan)
Hypothecation secured % 46.75 NA NA
Hypothecation unsecured % 41.47 NA NA
Saral Property Loans % 2.29 NA NA
Mortgage loans % 9.49 NA NA
AUM per Branch ₹ in million 99.79 401.82 165.56
Retention Rate % 49.03 NA NA
Disbursements Total ₹ in million 20,141.46 12,060.00* 25,689.00
Disbursements in Repeat loans ₹ in million 9,114.24 NA NA
Disbursement Growth YoY % 24.41 (11.06) 9.97
Disbursement Mix (hypothecation loan-
secured, hypothecation loan-unsecured, Saral %
Property Loans, mortgage loan)
Hypothecation secured % 43.81 NA NA
Hypothecation unsecured % 46.48 NA NA
Saral Property Loans % 1.37 NA NA
Mortgage loans % 8.34 NA NA
Disbursement per LA Nos 31.31 NA NA
Average ticket size on Disbursement (Overall) ₹ in million 0.15 NA NA
Average ticket size on Disbursement (Repeat ₹ in million
0.19 NA NA
loans)
Total Interest Income ₹ in million 6,402.39 5,596.46 13,203.39
Total Income ₹ in million 7,170.45 6,116.92 13,752.22
Finance Cost / Interest Expense ₹ in million 2,292.57 1,951.42 3,213.25
Net Interest Income (NII) ₹ in million 4,109.82 3,645.04 9,990.14
Operating Expense ₹ in million 2,360.30 1,675.51 3,191.96
Profit After Tax ₹ in million 1,078.00 1,626.99 5,195.07
Return On Equity (RoE) % 15.26 11.33 19.03
Yield on Net Advances % 29.58 NA NA
Yield on Gross Advances % 28.63 NA NA
Net Interest Margin (NIM) % 15.38 9.99 16.30
Cost of Borrowings / Average cost of
% 11.64 9.28 9.74
borrowing / funds#
139Aye Finance
Limited Five Star
(Formerly SBFC Finance Business
Data p oints Unit
known as Aye Limited Finance
Finance Private Limited
Limited)
Average cost of borrowing / funds (on Total
% 8.58 5.35 5.24
Assets)
Liabilities in respect of securitised transactions/
% 20.88 NA NA
Borrowings
Return on average Total Assets (RoTA) % 4.03 4.46 8.48
Credit cost to Average Total Assets % 3.79 0.92 0.66
Operating Expense to Average Total Assets % 8.83 4.59 5.21
Capital to risk weighted assets ratio (CRAR) % 37.61 38.64 48.73
Cost to Income Ratio % 48.39 40.22 30.29
Gross NPA % 3.32 2.69 1.47
Net NPA % 1.15 1.63 0.71
PCR (Provision Coverage Ratio) % 66.07 40.17 51.80
Debt to Equity (D/E) ratio (Leverage) Times 2.56 1.49 1.20
Net Worth ₹ in million 15,931.74 29,678.34 57,232.83
Borrowings/Total Debt ₹ in million 40,831.01 44,132.25 68,795.29
Liabilities in respect of securitised transactions ₹ in million 8,523.98 NA NA
Average disbursal per Branch ₹ in million 40.36 62.81 38.92
Collection efficiency (%) (%) 92.38 NA NA
Loans Outstanding/No of Active customers Nos 508224 NA NA
Credit Rating** Letter Grade
[IND] A
N CD NA NA
Stable
[IND] A
B ank loans NA NA
Stable
[IND] A1
Commercial paper NA NA
Principal protected market-linked debenture IND PP-MLD A
NA NA
( PP-MLD) Stable
AA- (SO) to
Liabilities in respect of securitised transactions$ NA NA
AA+ (SO)
*This includes disbursement made to secured MSMEs only
** Pursuant to the rating letter dated July 19,2024 by India Ratings and Research Limited, (i) long-term issuer rating was revised from
‘IND A-/ Positive Outlook’ to ‘IND A/Stable Outlook’, and (ii) ‘IND A1’ rating for commercial papers was affirmed.
# For peers Average Total Borrowing is simple average of borrowing at the end of the period / year and at the end of the last period / year.
$ Above rating range is excluding any subordinate rating or equity tranches rating.
As of, and for the financial year ended, March 31, 2025
Aye Finance Limited
(Formerly known as SBFC Finance Five Star Business
Data p oints Unit
Aye Finance Private Limited Finance Limited
Limited
Number of Branches Nos 526 205 748
Number of States/UTs Nos 21 18 11
Assets Under Management
₹ in million 55,338.96 87,474.00 118,770.00
(AUM)
AUM Growth YoY % 23.99 28.23 23.20
AUM Mix by Product
(hypothecation loan-
secured, hypothecation
loan-unsecured, Saral
Property loan, Mortgage
Loan)
Hypothecation secured % 43.62 NA NA
Hypothecation unsecured % 39.68 NA NA
Saral Property Loans % 1.98 NA NA
Mortgage loans % 14.72 NA NA
AUM per Branch ₹ in million 105.21 426.70 158.78
Retention Rate % 49.54 NA NA
Disbursements Total ₹ in million 42,913.39 26,707.00* 49,697.00
140Aye Finance Limited
(Formerly known as SBFC Finance Five Star Business
Data p oints Unit
Aye Finance Private Limited Finance Limited
Limited
Disbursements in Repeat ₹ in million
19,076.76 NA NA
loans
Disbursement Growth YoY % 8.95 (4.38) 1.81
Disbursement Mix
(hypothecation loan-
secured, hypothecation
%
loan-unsecured, Saral
Property Loans, mortgage
loan)
Hypothecation secured % 43.56 NA NA
Hypothecation unsecured % 42.08 NA NA
Saral Property Loans % 1.29 NA NA
Mortgage loans % 13.06 NA NA
Disbursement per LA Nos 62.89 NA NA
Average ticket size on ₹ in million
0.16 NA NA
Disbursement (Overall)
Average ticket size on ₹ in million
Disbursement (Repeat 0.20 NA NA
loans)
Total Interest Income ₹ in million 13,259.64 11,963.46 27,662.77
Total Income ₹ in million 15,049.87 13,061.09 28,660.24
Finance Cost / Interest ₹ in million
4,680.03 4,192.44 6,679.81
Expense
Net Interest Income (NII) ₹ in million 8,579.61 7,771.02 20,982.96
Operating Expense ₹ in million 5,195.25 3,546.29 6,784.84
Profit After Tax ₹ in million 1,752.52 3,451.68 10,724.90
Return On Equity (RoE) % 12.12 11.57 18.65
Yield on Net Advances % 29.10 17.50 25.20
Yield on Gross Advances % 28.02 17.18 24.79
Net Interest Margin (NIM) % 15.31 9.93 16.07
Cost of Borrowings /
Average cost of borrowing / % 11.57 9.05 9.38
funds
Average cost of borrowing /
% 8.35 5.35 5.12
funds (on Total Assets)#
Liabilities in respect of
16.74
securitised transactions/ % 20.44 3.68
Borrowings
Return on average Total
% 3.13 4.41 8.22
Assets (RoTA)
Credit cost to Average Total
% 5.15 0.94 0.68
Assets
Operating Expense to
% 9.27 4.53 5.20
Average Total Assets
Capital to risk weighted
% 34.92 36.10 50.10
assets ratio (CRAR)
Cost to Income Ratio % 50.10 39.99 30.87
Gross NPA % 4.21 2.74 1.79
Net NPA % 1.40 1.51 0.88
PCR (Provision Coverage
% 67.56
Ratio) 45.69 51.31
Debt to Equity (D/E) ratio
times 2.73 1.65 1.26
(Leverage)
Net Worth ₹ in million 16,588.68 31,901.31 63,046.07
Borrowings/Total Debt ₹ in million 45,263.25 52,643.18 79,219.94
Liabilities in respect of ₹ in million 1,939.72 13,259.29
9,251.27
securitised transactions
Average disbursal per ₹ in million
81.58 130.28 66.44
Branch
Collection efficiency (%) (%) 91.75 NA NA
Loans Outstanding/No of
Nos 554,699 NA NA
Active customers
141Aye Finance Limited
(Formerly known as SBFC Finance Five Star Business
Data p oints Unit
Aye Finance Private Limited Finance Limited
Limited
Credit Rating Letter Grade
NCD** [IND] A Stable NA NA
Bank loans** [IND] A Stable NA NA
Commercial paper [IND] A1 NA NA
**
Principal protected market- IND PP-MLD A Stable NA NA
linked debenture (PP-MLD)
* *
Long Term Bank [ICRA] A Stable NA NA
Facility***
Liabilities in respect of AA-(SO) to AA+ (SO) NA NA
securitised transactions$
*This includes disbursement made to secured MSMEs only.
** Pursuant to the rating letter dated July 19,2024 by India Ratings and Research Limited. As per the ratings provided, (i) long-term issuer
rating was revised from ‘IND A-/ Positive Outlook’ to ‘IND A/Stable Outlook’ , and (ii) Affirms Commercial paper at ‘IND A1’.
*** ICRA Rating letter dated December 06, 2024.
# For peers Average Total Borrowing is simple average of borrowing at the end of the period / year and at the end of the last period / year.
$ Above rating range is excluding any subordinate or equity tranches rating.
As of, and for the financial year ended, March 31, 2024
Aye Finance Limited Five Star
SBFC
(Formerly known as Business
Data p oints Unit Finance
Aye Finance Private Finance
Limited
Limited Limited
Number of Branches Nos 478 183 520
Number of States/UTs Nos 21 18 10
Assets Under Management (AUM) ₹ in million 44,632.91 68,219.00 96,406.00
AUM Growth YoY % 64.00 38.02 39.42
AUM Mix by Product (hypothecation loan-
secured, hypothecation loan-unsecured, Saral
Property Loans, mortgage Loan)
Hypothecation secured % 51.94 NA NA
Hypothecation unsecured % 37.91 NA NA
Saral Property Loans % 2.65 NA NA
Mortgage loans % 7.50 NA NA
AUM per Branch ₹ in million 93.37 372.78 185.40
Retention Rate (number of customers who 49.59 NA NA
took repeat loans during their lifetime
+number of attrited customers who took
%
repeat loan in current month / number of
customers with EMI end date in current
month)
Disbursements Total ₹ in million 39,389.34 27,930.00* 48,814.00
Disbursements in Repeat loans ₹ in million 14,897.96 NA NA
Disbursement Growth YoY % 67.11 22.67 43.93
Disbursement Mix (hypothecation loan-
secured, hypothecation loan-unsecured, Saral %
Property Loans, mortgage loan)
Hypothecation secured % 50.32 NA NA
Hypothecation unsecured % 40.15 NA NA
Saral Property Loans % 1.80 NA NA
Mortgage loans % 7.73 NA NA
Disbursement per LA Nos 82.23 NA NA
Average ticket size on Disbursement ₹ in million 0.15 NA NA
(Overall)
Average ticket size on Disbursement (Repeat ₹ in million 0.19 NA NA
loans)
Total Interest Income ₹ in million 9,486.86 9,182.59 21,165.85
Total Income ₹ in million 10,717.50 10,198.20 21,951.01
Finance Cost / Interest Expense ₹ in million 3,265.31 3,506.37 4,684.96
Net Interest Income (NII) ₹ in million 6,221.55 5,676.22 16,480.89
142Aye Finance Limited Five Star
SBFC
(Formerly known as Business
Data p oints Unit Finance
Aye Finance Private Finance
Limited
Limited Limited
Operating Expense ₹ in million 3,797.82 3,060.96 5,553.05
Profit After Tax ₹ in million 1,716.79 2,370.21 8,359.16
Return On Equity (RoE) % 17.28 10.52 17.53
Yield on Net Advances % 28.43 16.90 25.06
Yield on Gross Advances % 27.65 16.58 24.66
Net Interest Margin (NIM) % 15.56 8.86 16.16
Cost of Borrowings / Average cost of 11.40 9.07 8.87
%
borrowing / funds#
Average cost of borrowing / funds (on Total 8.17 5.47 4.59
%
Assets)
Liabilities in respect of securitised 22.89 6.54 17.24
%
transactions/ Borrowings
Return on average Total Assets (RoTA) % 4.29 3.70 8.20
Credit cost to Average Total Assets % 3.29 0.73 0.54
Operating Expense to Average Total Assets % 9.50 4.78 5.45
Capital to risk weighted assets ratio (CRAR) % 32.79 40.52 50.50
Cost to Income Ratio % 50.96 45.74 32.16
Gross NPA % 3.19 2.43 1.38
Net NPA % 0.91 1.36 0.63
PCR (Provision Coverage Ratio) % 72.14 44.74 54.27
Debt to Equity (D/E) ratio (Leverage) Times 2.84 1.44 1.22
Net Worth ₹ in million 12,326.47 27,782.55 51,961.55
Borrowings/Total Debt ₹ in million 34,989.90 39,960.21 63,158.45
Liabilities in respect of securitised ₹ in million 8,008.48 2,612.97 10,890.10
transactions
Average disbursal per Branch ₹ in million 82.40 152.62 93.87
Collection efficiency (%) (%) 93.95 NA NA
Loans Outstanding/No of Active customers Nos 454,586 NA NA
Credit Rating** Letter Grade NA NA
[IND] A- NA NA
N CD
Positive
[IND] A- NA NA
B ank loans
Positive
Commercial paper [IND] A1 NA NA
Principal protected market-linked debenture IND PP-MLD A – NA NA
( PP-MLD) Positive
Liabilities in respect of securitised A (SO) to AA (SO) NA NA
transactions$
This includes disbursement made to secured MSMEs only
**Pursuant to the rating letter dated February 20, 2024 by India Ratings and Research Limited. As per the ratings provided,(i) the long
term rating outlook of the Company was upgraded to "Positive" from "Stable", (ii) rating of A- was affirmed, and (iii) for commercial
paper, the rating was upgraded to A1 from A2+.
# For peers Average Total Borrowing is simple average of borrowing at the end of the period / year and at the end of the last period / year.
$ Above rating range is excluding any subordinate or equity tranches rating.
As of, and for the financial year ended, March 31, 2023
Aye Finance Limited Five Star
SBFC
(Formerly known as Business
Data p oints Unit Finance
Aye Finance Private Finance
Limited
Limited Limited
Number of Branches Nos 398 152 373
Number of States/UTs Nos 21 18 9
Assets Under Management (AUM) ₹ in million 27,215.51 49,428.00 69,148.00
AUM Growth YoY % 57.45 54.84 36.46
AUM Mix by Product (hypothecation loan-
secured, hypothecation loan-unsecured, Saral
Property Loan, mortgage loan)
Hypothecation secured % 63.60 NA NA
Hypothecation unsecured % 30.26 NA NA
143Aye Finance Limited Five Star
SBFC
(Formerly known as Business
Data p oints Unit Finance
Aye Finance Private Finance
Limited
Limited Limited
Saral Property Loans % 4.27 NA NA
Mortgage loans % 1.86 NA NA
AUM per Branch ₹ in million 68.38 325.18 185.38
Retention Rate % 41.18 NA NA
Disbursements Total ₹ in million 23,570.93 22,768.20* 33,914.00
Disbursements in Repeat loans ₹ in million 6,048.80 NA NA
Disbursement Growth YoY % 80.72 70.83 93.11
Disbursement Mix (hypothecation loan-
Secured, hypothecation loan-Unsecured, Saral
Property Loans, mortgage loan)
Hypothecation secured % 66.27 NA NA
Hypothecation unsecured % 28.84 NA NA
Saral Property Loans % 2.92 NA NA
Mortgage loans % 1.97 NA NA
Disbursement per LA Nos 78.83 NA NA
Average ticket size on Disbursement (Overall) ₹ in million 0.13 NA NA
Average ticket size on Disbursement (Repeat ₹ in million
0.17 NA NA
loans)
Total Interest Income ₹ in million 5,664.85 6,541.52 14,987.84
Total Income ₹ in million 6,433.35 7,403.61 15,289.28
Finance Cost / Interest Expense ₹ in million 1,979.60 2,764.52 2,662.51
Net Interest Income (NII) ₹ in million 3,685.25 3,777.00 12,325.33
Operating Expense ₹ in million 2,940.59 2,304.07 4,377.95
Profit After Tax ₹ in million 398.73 1,497.96 6,034.96
Return On Equity (RoE) % 5.46 9.94 14.99
Yield on Net Advances % 26.19 16.09 24.54
Yield on Gross Advances % 25.54 15.77 24.11
Net Interest Margin (NIM) % 13.54 7.36 16.38
Cost of Borrowings / Average cost of %
11.80 8.28 7.82
borrowing / funds#
Average cost of borrowing / funds (on Total %
7.28 5.39 3.54
Assets)
Liabilities in respect of securitised transactions/ % 9.75 23.47
24.48
Borrowings
Return on average Total Assets (RoTA) % 1.47 2.92 8.02
Credit cost to Average Total Assets % 2.70 0.62 0.27
Operating Expense to Average Total Assets % 10.81 4.49 5.82
Capital to risk weighted assets ratio (CRAR) % 31.07 31.90 67.17
Cost to Income Ratio % 66.03 49.67 34.67
Gross NPA % 2.49 2.57 1.36
Net NPA % 1.28 1.58 0.69
PCR (Provision Coverage Ratio) % 49.82 39.32 49.33
Debt to Equity (D/E) ratio (Leverage) Times 3.04 2.16 0.98
Net Worth ₹ in million 7,544.93 17,273.28 43,395.35
Borrowings/Total Debt ₹ in million 22,961.61 37,390.62 42,472.79
Liabilities in respect of securitised transactions ₹ in million 5,620.40 3,645.77 9,968.79
Average disbursal per Branch ₹ in million 59.22 149.79 90.92
Collection efficiency (%) (%) 93.10 NA NA
Loans Outstanding/No of Active customers Nos 305,524 NA NA
Credit Rating Letter Grade
[IND] A-
NCD ** NA NA
Stable
[IND] A-
Bank loans** NA NA
Stable
[IND] A2+
Commercial paper** NA NA
Stable
Principal protected market-linked debenture IND PP-MLD A –
NA NA
(PP-MLD) ** Stable
[ICRA] BBB+
NCD *** NA NA
Positive
144Aye Finance Limited Five Star
SBFC
(Formerly known as Business
Data p oints Unit Finance
Aye Finance Private Finance
Limited
Limited Limited
Liabilities in respect of securitised
A (SO) to AA (SO) NA NA
transactions$
*This includes disbursement made to secured MSMEs only.
** Pursuant to the rating letter dated March 17,2023 by India Ratings and Research Limited the rating agency has affirmed the rating of
‘IND A-/Stable outlook’ for long term rating and affirmed the rating of IND A2+/Stable outlook’ for Commercial paper.
*** Ratings provided by ICRA were withdrawn w.e.f. May 19, 2023.
# For peers Average Total Borrowing is simple average of borrowing at the end of the period / year and at the end of the last period / year.
$ Above rating range is excluding any subordinate rating or equity tranches rating.
VI. Comparison of Key Performance Indicators over time shall be explained based on additions or
dispositions to our business
Our Company has not made any additions or dispositions to its business during the six months ended
September 30, 2025 and September 30, 2024 and the Financial Years ended March 31, 2025, March 31,
2024 and March 31, 2023.
VII. Weighted average cost of acquisition, Floor Price and Cap Price
1. Price per share of the Company (as adjusted for corporate actions, including split, bonus issuances)
based on primary issuances of Equity Shares or convertible securities (excluding Equity Shares
issued under Employee Stock Option Plans and issuance of Equity Shares pursuant to a bonus
issue) during the 18 months preceding the date of this Prospectus, where such issuance is equal to
or more than 5% of the fully diluted paid-up share capital of the Company in a single transaction
or multiple transactions combined together over a span of rolling 30 days (“Primary Issuances”)
145% of paid up Cost per Equity
No. of Equity capital (fully Share (including
Date of Issuance Name of Allotee Nature of Transaction
Shares ^ diluted prior to securities
allotment) premium) (₹)#*^
September 23, 2024 Elevation Capital V Limited Conversion of Series A CCPS into equity shares 5,171,910 2.86 5.80
September 23, 2024 MAJ Invest Financial Inclusion Fund II K/S Conversion of Series A CCPS into equity shares 5,171,910 2.86 56.13
September 23, 2024 Elevation Capital V Limited Conversion of Series A1 CCPS into equity shares 7,339,315 4.05 13.63
September 23, 2024 MAJ Invest Financial Inclusion Fund II K/S Conversion of Series A1 CCPS into equity shares 2,201,795 1.22 56.13
September 23, 2024 A91 Emerging Fund I LLP Conversion of Series A1 CCPS into equity shares 5,137,520 2.84 110.48
September 23, 2024 Elevation Capital V Limited Conversion of Series B CCPS into equity shares 10,303,010 5.69 21.35
September 23, 2024 LGT Capital Invest Mauritius PCC with Cell 14,049,055 7.76 21.35
Conversion of Series B CCPS into equity shares
E/VP
September 23, 2024 A91 Emerging Fund I LLP Conversion of Series B CCPS into equity shares 8,429,735 4.66 110.48
September 23, 2024 Elevation Capital V Limited Conversion of Series C CCPS into equity shares 7,985,025 4.41 51.25
September 23, 2024 LGT Capital Invest Mauritius PCC with Cell 4,917,265 2.72 51.25
Conversion of Series C CCPS into equity shares
E/VP
September 23, 2024 CapitalG LP Conversion of Series C CCPS into equity shares 15,781,255 8.72 51.25
September 23, 2024 LGT Capital Invest Mauritius PCC with Cell 3,421,610 1.89 85.34
Conversion of Series D CCPS into equity shares
E/VP
September 23, 2024 CapitalG LP Conversion of Series D CCPS into equity shares 3,904,930 2.16 85.34
September 23, 2024 MAJ Invest Financial Inclusion Fund II K/S Conversion of Series D CCPS into equity shares 1,824,540 1.01 85.34
September 23, 2024 Alpha Wave India I LP Conversion of Series D CCPS into equity shares 18,224,365 10.07 85.34
September 23, 2024 Alpha Wave India I LP Conversion of Series E CCPS into equity shares 2,435,570 1.35 123.17
September 23, 2024 LGT Capital Invest Mauritius PCC with Cell 4,566,695 2.52 123.17
Conversion of Series E CCPS into equity shares
E/VP
September 23, 2024 CapitalG International LLC Conversion of Series E CCPS into equity shares 5,784,485 3.20 123.17
September 23, 2024 MAJ Invest Financial Inclusion Fund II K/S Conversion of Series E CCPS into equity shares 1,826,680 1.01 123.17
September 23, 2024 A91 Emerging Fund I LLP Conversion of Series E CCPS into equity shares 2,435,570 1.35 123.17
September 23, 2024 British International Investment plc Conversion of Series F CCPS into equity shares 17,124,410 9.46 145.99
September 23, 2024 Waterfield Alternative Investments Fund I Conversion of Series F CCPS into equity shares 2,397,370 1.32 145.99
September 23, 2024 A91 Emerging Fund I LLP Conversion of Series F CCPS into equity shares 1,712,445 0.95 145.99
September 26, 2024 British International Investment plc Allotment of equity shares 1,138,135 0.63 175.73
September 26, 2024 IMP2 Assets Pte. Ltd. Allotment of equity shares 9,557,490 5.28 175.73
Weighted average price^ 82.59
* As certified by B.B. & Associates, Chartered Accountants, bearing firm registration number 023670N, by their certificate dated February 11, 2026.
^ Adjusted for sub-division of face value of ₹10 per equity share to ₹ 2 per equity share pursuant to the resolution passed by the Board dated October 16, 2024 and resolution passed by the Shareholders dated October 17,
2024.
# Cash consideration for equity shares acquired pursuant to conversion of Preference Shares into equity shares has been paid at the time of issuance of relevant Preference Shares.
1462. Price per share of the Company (as adjusted for corporate actions, including bonus issuances) based
on secondary sale or acquisition of equity shares or convertible securities (excluding gifts) involving
any of the Selling Shareholders or other Shareholders of the Company with rights to nominate
directors during the 18 months preceding the date of filing of this Prospectus, where the acquisition
or sale is equal to or more than 5% of the fully diluted paid-up share capital of our Company
(calculated based on the pre-Offer capital before such transaction/s and excluding ESOPs granted but
not vested), in a single transaction or multiple transactions combined together over a span of rolling
30 days (“Secondary Transactions”)
N.A.
3. If there are no such transactions to report under 1 and 2 above, the following are the details of the
price per share of our Company basis the last five primary or secondary transactions (secondary
transactions where Selling Shareholders or other shareholders with the right to nominate directors on
our Board, are a party to the transaction), not older than three years prior to the date of filing of this
Prospectus irrespective of the size of transactions
N.A.
4. The Floor Price is 1.48 times and the Cap Price is 1.56 times the weighted average cost of acquisition
at which the Equity Shares were issued by our Company or sold by our Selling Shareholders or other
shareholders with the right to nominate directors on our Board are disclosed below:
Past transactions Weighted average cost of Floor Price (₹) Cap Price (₹)
acquisition per Equity
Share (₹)#
Weighted average cost of 82.59 1.48 1.56
acquisition of Primary Issuances
Weighted average cost of NA NA NA
acquisition of Secondary
Transactions
# As certified by B.B. & Associates, Chartered Accountants, bearing firm registration number 023670N, by their certificate dated
February 11, 2026.
5. Detailed explanation for Offer Price/ Cap Price being ₹129.00 per Equity Share along with our
Company’s KPIs and financial ratios for six months ended September 30, 2025 and September 30,
2024 and the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023
1. We are among the leading non-banking financial companies (“NBFCs”) providing business loans to
the largely underserved micro scale enterprises in India, with 586,825 active unique customers across
18 states and 3 union territories and with assets under management (“AUM”) of ₹60,276.22 million,
as of September 30, 2025 (Source: CRISIL Report).
2. We are a leading lender of small-ticket loans to Micro Scale MSMEs with Comprehensive Product
Offerings and Focus on Serving Large and Unaddressed TAM.
3. We have strong Sourcing Capabilities Supported by a Diversified Pan-India Presence and High
Customer Retention.
4. We have effective underwriting methodology and our underwriting expertise gives us a key competitive
advantage that has been honed over the years.
5. We have robust multi-tiered collection capabilities. Our ratio of Stage 2 assets to total gross loans was
1.65% and 1.82% as of September 30, 2025 and March 31, 2025, respectively, which was the lowest
among the Peer MSME Focused NBFCs in those periods (Source: CRISIL Report)
6. We have Building Resilience through Technological Prowess. We follow a ‘phygital’ business model
that combines the strengths of physical and digital channels to optimise operations.
7. We have access to Diversified Lender Base and Cost-Effective Financing. Our debt to equity ratio was
3.02, 2.56, 2.73, 2.84 and 3.04 as of September 30, 2025 and September 30, 2024 and March 31, 2025,
March 31, 2024 and March 31, 2023, respectively.
8. We have experienced and Professional Management Team backed by Marquee Investors with a
Committed Employee Base.
Investors should read the above-mentioned information along with “Risk Factors” and “Our Business” on pages 33
and 218, respectively and “Restated Financial Statements” on page 304 of this Prospectus, to have a more informed
view. The trading price of the Equity Shares of our Company could decline due to the factors mentioned in “Risk
Factors” on page 33 and you may lose all or part of your investments.
147STATEMENT OF POSSIBLE TAX BENEFITS
Date: November 30, 2025
To,
The Board of Directors
Aye Finance Limited
(formerly known as Aye Finance Private Limited)
M-5,Magnum House-I,
Community Centre, Karampura,
West Delhi, New Delhi,
Delhi, India, 110015
Re: Proposed initial public offering of equity shares of face value of ₹ 2 each (“Equity Shares”) by Aye Finance
Limited (the “Company”) (Formerly Aye Finance Private Limited) and such offering (the “Offer”)
We, S S Kothari Mehta & Co. LLP, Chartered Accountants, statutory auditors of the Company, enclose herewith the
statement in Annexure A, prepared by company and initialled by us and the company showing the current position
of special tax benefits available to the Company, and to the shareholders of the Company as per the provisions of the
Indian direct and indirect tax laws, including the Income Tax Act 1961 and Income Tax rules, 1962 as amended by
the Finance Act,2025, the Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act,
2017, the Union Territory Goods and Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017,
Customs Act, 1962 and the Customs Tariff Act, 1975 (collectively the “Taxation Laws”), including the rules,
regulations, circulars and notifications issued in connection with the Taxation Laws and the Foreign Trade Policy
2023 as amended for the assessment year 2026-27 relevant to the Financial Year (FY) 2025-26, as required under the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended (“SEBI ICDR Regulations”).
Management responsibility
The preparation of the Statement annexed to this certificate is the responsibility of the management of the Company
including the preparation and maintenance of all accounting and other records supporting its contents. This
responsibility includes the design, implementation of 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.
Auditor’s Responsibility
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 conducted our examination in accordance with the “Guidance Note on Reports or Certificates for Special
Purposes (Revised 2016)” (“Guidance Note”) issued by the Institute of Chartered Accountants of India. The
Guidance Note requires that we comply with ethical requirements of the Code of Ethics issued by the Institute of
Charted Accountants of India. We have also 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.
Inherent Limitations
5. Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions
prescribed under the relevant provisions of the direct and indirect taxation laws, including the Income-tax
Act 1961. Hence, the ability of the Company or its shareholders to derive these direct and indirect tax benefits
is dependent upon their fulfilling such conditions, as applicable which based on business imperatives the
Company faces in the future, the Company and/or its shareholders may or may not choose to fulfil.
6. While the term ‘special tax benefits’ has not been defined under the SEBI ICDR Regulations, it is assumed
that with respect to special tax benefits available to the Company, the same would include those benefits as
enumerated in the Statement. The benefits discussed in the Statement cover the possible special tax benefits
148available to the Company and its shareholders and do not cover any general tax benefits available to them.
Any benefits under the Taxation Laws other than those specified in the statement are considered to be general
tax benefits and therefore not covered within the ambit of this statement.
7. The benefits discussed in the enclosed Annexure A are neither exhaustive nor conclusive. This statement is
only intended to provide general information to guide the investors and is neither designed nor intended to
be a substitute for professional tax advice. In view of the individual nature of the tax consequences and the
changing tax laws, each investor is advised to consult their own tax consultant with respect to specific tax
implications arising out of their participation in the Offer. We are neither suggesting nor are we advising the
investor to invest money or not to invest money based on this statement.
8. Our views expressed herein are based on the facts and assumptions indicated to us. No assurance is given
that the revenue authorities/courts will concur with the views expressed herein. Our views are based on the
existing provisions of the Taxation Laws and its interpretation, which are subject to change from time to
time.
Opinion
We report that the enclosed Statement in Annexure A, in all material respect, states the possible special tax benefits,
available to the Company, and its shareholders, under the direct and indirect tax laws presently in force in India, as
on the date of this certificate.
We do not express any opinion or provide any assurance whether:
• The Company or its shareholders will continue to obtain these benefits in future;
• The conditions prescribed for availing the benefits have been/would be met;
Restriction on use
This certificate is issued for the sole purpose of the Offer, and can be used, in full or part, for inclusion in the red
herring prospectus, prospectus and any other material used in connection with the Offer (together, the “Offer
Documents”), and for the submission of this certificate as may be necessary, to any regulatory / statutory authority,
stock exchanges, any other authority as may be required and/or for the records to be maintained by the Book Running
Lead Managers in connection with the Offer and in accordance with applicable law, and for the purpose of any defence
the Book Running Lead Managers may wish to advance in any claim or proceeding in connection with the contents
of the Offer Documents.
This certificate may be relied on by the Company, the BRLMs, their affiliates and legal counsel in relation to the
Offer.
We undertake to update you in writing of any changes in the abovementioned position informed to us by the
management of the Company in writing, until the date the Equity Shares issued pursuant to the Issue commence
trading on the stock exchanges. In the absence of any communication from us till the Equity Shares commence trading
on the stock exchanges, you may assume that there is no change in respect of the matters covered in this certificate.
All capitalized terms used but not defined herein shall have the meaning assigned to them in the Offer Documents.
Yours faithfully,
For and on behalf of
S S Kothari Mehta & Co. LLP
Chartered Accountants
ICAI FRN: 000756N/N500441
Vijay Kumar
Partner
Membership Number: 092671
149UDIN:
Place: New Delhi
Date: November 30, 2025
150ANNEXURE A
ANNEXURE TO THE STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO AYE FINANCE
LIMITED (FORMERLY KNOWN AS AYE FINANCE PRIVATE LIMITED) ("THE COMPANY") AND
ITS SHAREHOLDERS.
The information provided below sets out the Possible Special Direct Tax & Indirect Tax benefits available to the
Company, and its Shareholders in a summary manner only and is not a complete analysis or listing of all potential
tax consequences of the subscription, ownership and disposal of Equity Shares, under the current tax laws
presently in force in India. Several of these benefits are dependent on the Company and its Shareholders fulfilling
the conditions prescribed under the relevant tax laws. Hence, the ability of the Company, and the Shareholders of
the Company to derive the direct and indirect tax benefits is dependent upon their fulfilling such conditions, which
is based on business imperatives the Company may face in the future and accordingly, the Company, and the
Shareholders of the Company may or may not choose to fulfill. Further, certain tax benefits may be optional, and
it would be at the discretion of the Company or the Shareholders of the Company to exercise the option by
fulfilling the conditions prescribed under the Taxation Laws.
The following overview is not exhaustive or comprehensive and is not intended to be a substitute for professional
advice. Investors are advised to consult their own Tax Consultant with respect to the tax implications of an
investment in the shares particularly in view of the fact that certain recently enacted legislation may not have a
direct legal precedent or may have a different interpretation on the benefits, which an investor can avail.
The tax benefits stated below are as per the Income-tax Act, 1961 ("IT Act") as amended from time to time and
applicable for financial year 2025-26 relevant to assessment year 2026-27 (A Y 2026-27) and indirect tax laws as
amended from time to time and applicable for financial year 2025-26.
I. Under the IT Act
1. Special Tax Benefits available to the Company under the IT Act
• Lower corporate tax rate under section 115BAA
Section 115BAA has been inserted in the IT Act w.e.f. FY 2019-20. It gives an option to domestic company to be
governed by this section from a particular assessment year. If a company opts for section 115BAA of the IT Act,
the company can pay corporate tax at a reduced rate of 25.168% (22% plus surcharge of 10% and education cess
of 4%). However once opted for reduced rate of taxation under the said section, it cannot be subsequently
withdrawn.
Section 115BAA further provides that domestic companies availing the option will not be required to pay
Minimum Alternate Tax (MAT) on their ‘book profits’ under section 115JB of the IT Act. However, such a
company will no longer be eligible to avail any specified exemptions / incentives under the IT Act and will also
need to comply with the other conditions specified in section 115BAA. Also, if a company opts for section
115BAA, the tax credit (under section 115JAA), if any, which it is entitled to on account of MAT paid in earlier
years, will no longer be available.
Further, it shall not be allowed to claim set-off of any brought forward loss arising to it on account of additional
depreciation and other specified incentives.
However, the domestic Company shall be entitled to claim deduction u/s 80M and 80JJAA of the IT Act even if
it has opted for reduced rate u/s 115BAA of the IT Act.
The Company has already evaluated and opted for the lower corporate tax rate of 25.168%, as prescribed under
section 115BAA of the IT Act.
• Deductions from Gross Total Income
i. Deduction in respect of inter-corporate dividends – Section 80M of the IT Act
Earlier, a company was liable to pay Dividend Distribution Tax (“DDT”) on the dividend paid by it to a
shareholder and the recipient shareholder was exempt from tax. Pursuant to the amendment made by the Finance
Act, 2020, DDT has been abolished and dividend received by shareholders on or after 1st April, 2020 is liable to
be taxed in their respective hands. The Company is required to deduct Tax at Source (“TDS”) at applicable rate
specified under the IT Act for both resident and non-resident shareholders. For non-resident shareholders, the rate
151specified under the IT Act would be subject to benefit available under applicable Double Taxation Avoidance
Agreement (if any) and Multi-lateral instruments.
With respect to a resident corporate shareholder, section 80M has been inserted in the IT Act to remove the
cascading effect of taxes on inter-corporate dividends during FY 2020-21 and thereafter. This section provides
that where the gross total income of a domestic company in any previous year includes any income by way of
dividends from any other domestic company or a foreign company or a business trust, there shall be allowed
deduction of an amount which will be lower of the following: -
• Dividends received from such other domestic company or foreign company or business trust; or
• Amount of dividend distributed by it on or before the due date.
The “due date” means the date one month prior to the date for furnishing the return of income under sub-section
(1) of section 139 of the IT Act.
ii. Section 80JJAA of the IT Act – Deduction in respect of employment of new employees
The provisions of section 80JJAA of the IT Act provides for deduction from the business income of the Assessee
of an amount equal to thirty per cent (30%) of additional employee cost per year for three consecutive assessment
years including the assessment year relevant to the previous year in which such employment is provided, subject
to fulfilment of prescribed conditions specified in sub-section (2) of section 80JJAA of the IT Act.
iii. Section 36(1)(viia) of the Act: Deduction for provision for Bad and doubtful debts
As per section 36(1)(viia)(d) of the Act, Company being NBFC is eligible to claim deduction in respect of
provision made for bad and doubtful debts to the extent of 5% of the total income.
iv. Section 43D of the Act: Special Provision in case of Income of NBFCs
As per section 43D of the Act, the income by way of interest in relation to certain categories of bad and doubtful
debts as prescribed in Rule 6EA, shall be chargeable to tax in the year in which it is credited to profit and loss
account for that year or in which it is actually received, whichever is earlier. The Company is complying the
provision of section 43D.
2. Special tax benefit available to the Shareholders of the Company.
There are no special tax benefits available to the Shareholders of the Company for investing in the shares of the
company. However, such shareholders shall be liable to concessional tax rates on certain incomes under the extant
provisions of the IT Act.
II. Under the Indirect Tax Laws
1. Special Indirect Tax Benefits available to the Company
i. Availment of GST Input credit: We understand that the Company are Non- Banking financial
companies (“NBFCs”). In the purview of sub section 4 of section 17 of the Central Goods and Service
Tax Act, NBFCs are eligible to avail every month 50% of the eligible input tax as Input tax credit.
ii. Interest income earned by NBFCs is exempted from payment of GST: As per the GST law (vide
GST notification no 12/2017-Central Tax (Rate) dated 28 June 2017), income earned out of extending
deposits, loans or advances in so far as the consideration is represented by way of interest or discount is
exempted from payment of GST. Thus, interest income earned by NBFCs is exempted from payment of
GST.
2. Special Tax Benefits available to Shareholders
The Shareholders of the Company are not entitled to any special tax benefits under indirect tax laws.
NOTES:
1. These benefits are dependent on the Company fulfilling the conditions prescribed under the relevant
provisions of the Taxation Laws.
2. The above Statement set out in a summary manner only and is not a complete analysis or listing
of all potential tax consequences of the purchase, ownership and disposal of shares.
1523. This Statement is intended only to provide general information to the investors and is neither designed
nor intended to be a substitute for professional tax advice. In view of the individual nature of tax
consequences, each investor is advised to consult his or her Tax Advisor with respect to specific tax
consequences of his/her investment in the shares of the Company.
4. No assurance is given that the revenue authorities/courts will concur with the views expressed herein.
The views are based on the existing provisions of law and its interpretation, which are subject to changes
from time to time. We do not assume responsibility to update the views consequent to such changes.
153SECTION IV: ABOUT OUR COMPANY
INDUSTRY OVERVIEW
Unless otherwise indicated, industry and market data used in this section has been derived from the report titled
“Report on Loans and Financial Services Industry in India” dated November 2025 (the “CRISIL Report”)
prepared and issued by CRISIL MI&A, pursuant to an engagement letter dated October 23, 2024. The CRISIL
Report has been exclusively commissioned and paid for by us in connection with the Offer. The CRISIL Report is
available on the website of our Company on https://www.ayefin.com/wp-content/uploads/2024/12/industry-
report.pdf. The data included herein includes excerpts from the CRISIL Report and may have been re-ordered by
us for the purposes of presentation. Unless otherwise indicated, financial, operational, industry and other related
information derived from the CRISIL Report and included herein with respect to any particular year refers to such
information for the relevant calendar year. For further details, see “ – 55. Industry information included in this
Prospectus has been derived from an industry report prepared by CRISIL exclusively commissioned and paid
for by us for such purpose” on page 64. Also, see “Certain Conventions, Use of Financial Information and
Market Data and Currency of Presentation – Industry and Market Data” on page 15.
MACROECONOMIC SCENARIO IN INDIA
As per the International Monetary Fund (“IMF”) (World Economic Outlook – October 2025), The global economy
has demonstrated a remarkable ability to absorb shocks, as evidenced by its response to the significant trade policy
changes implemented by the United States in April 2025.The restraint shown by the rest of the world in keeping
the trading system open has been crucial in preventing a more severe downturn, and as a result, global growth is
now expected to reach 3.2% in 2025 and 3.1% in 2026, a relatively modest revision from previous projections.
India is expected to remain one of the fastest growing economies in the world
As per World Economic outlook October 2025, India's economic growth is expected to remain robust with a
projected rate of 6.6% in 2025 and 6.2% in 2026. Compared to the pre-tariff forecast, India's cumulative growth
is expected to decline by 0.2% points indicating a modest impact from the trade tensions on the country's economic
outlook. Overall, India's economy is expected to continue growing at a healthy pace, albeit with some moderation
in the coming year.
India’s economy expected to grow at 6.5% in Fiscal 2026
253-258
9.7% 9.2%
8.0% 8.3% 6.8% 6.5% 7.6% 200
188.0
176.5
161.6
114 123 131 140 145 137 150 6.5% 6.5%
3.9%
-5.8%
FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25 FY26P FY30P
Real GDP (In Rs. Tn.) Growth (y-o-y)
Note: E = Provisional Estimate, P = Projected; GDP growth till Fiscal 2024 is actuals. GDP Estimates for Fiscals 2024-2025 is based on
NSO Estimates and 2025-2026 is projected based on Crisil Intelligence estimates and that for Fiscals 2026-2030 based on IMF estimates;
Source: NSO, Crisil Intelligence, IMF (World Economic Outlook – October 2025 update)
REPO RATE
RBI Maintains Status Quo on Repo Rate at 5.5%
The Reserve Bank of India (“RBI”) initiated a monetary policy easing cycle in 2025. The first rate cut of 25 basis
points was implemented in February 2025, reducing the repo rate to 6.25% followed by a subsequent 25 basis
point reduction in April 2025. The RBI further intensified its easing efforts in June 2025, implementing a 50-basis
point rate cut that marked a significant escalation of its accommodative monetary policy posture.
The RBI’s Monetary Policy Committee has decided to keep the repo rate unchanged at 5.5%, in the October 2025
MPC meet, with the policy stance maintained as 'neutral'.
154Repo rate in India (%)
7.0 6.3 6.5 6.5 6.5 6.5 6.5 6.5 6.5 6.5 6.3
5.9
5.5 5.5
6.0
4.9
5.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0
4.0
3.0
2.0
1.0
0.0
1 1 1 1 2 2 2 2 3 3 3 3 4 4 4 4 5 5 5 5 6 6
2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2
Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y
F F F F F F F F F F F F F F F F F F F F F F
1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2
Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q
Source: RBI, Crisil Intelligence
CPI inflation is currently at 4.6 % for Fiscal 2025, expected to be at 3.2% for Fiscal 2026
Consumer price index (“CPI”) inflation softened sharply to 4.6% in Fiscal 2025. In the first half of Fiscal 2026,
CPI inflation further softened, averaging 2.2%. Crisil expects inflation to reach 3.2% in Fiscal 2026.
KEY GROWTH DRIVERS
India has the world’s largest population
The population is expected by Crisil Intelligence to have increased at a CAGR of 1.1% between 2011 and 2021,
reaching 1.4 billion. Furthermore, the population is projected to reach 1.5 billion by 2031, with the number of
households expected to increase to around 385 million at a CAGR of 4.6% from Fiscal 2021 to Fiscal 2031,
indicating a significant expansion in the country's demographic landscape.
India’s population growth trajectory and number of households
in millions
1520
1400 1423
1250
1070
890
319 385
119 148 187 245
1991 2001 2011 2021 2023E 2031P
Population Households
Note: As at the end of each Fiscal. P: Projected, Source: United Nations Department of Economic and Social Affairs,
(https://population.un.org/wpp/), Census India, Crisil Intelligence
Favourable demographics
India has one of the world’s largest youth populations. About 90% of Indians are below 60 years of age. As of
2023, it is estimated that India had the highest share of young working population (15 to 29 years) compared to
major developed and developing countries with the share of 27%. Crisil Intelligence expects that the large share
of working population, coupled with rapid urbanisation and rising affluence, will propel growth in the economy.
155India’s demographic division (share of different age groups in 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 Intelligence
Rising Urbanization
India’s urban population has been rising consistently over the decades. The urban population has gradually shown
a growth from 23% in Fiscal 1980 to 27.7% in Fiscal 2000 and further to 34.9% in Fiscal 2020. By 2030, 40% of
India's population is projected to live in urban areas, still lower than in developed nations.
Urban population as a percentage of total population in % (2025P)
In %
World Average:58.3 %
78.0 79.7 82.3 83.7 85.1 88.2
66.5
59.8
37.4
India Indonesia China Germany Malaysia France United United Brazil
States Kingdom
Source: United Nations World Urbanization Prospects: The 2018 Revision (UN)
Increasing per capita GDP
India’s per capita net national income at constant price expanded 5.5% in Fiscal 2025, reflecting robust economic
growth and the government’s continued endeavor to make the country an upper middle-income economy. As per
IMF estimates, India’s per capita income (at constant prices) is expected to grow at 5-6% CAGR in real terms
from Fiscal 2025 to Fiscal 2028.
Rising Middle India population to help sustain economic growth
The proportion of “Middle India” (defined as households with annual income of ₹ 0.2 to 1.0 million) has been on
the rise over the past decade and is expected to continue increasing with rising GDP and household incomes. Crisil
Intelligence estimates there were 41 million middle-income households in India in Fiscal 2012 and by Fiscal 2030,
expects it to increase to 181 million households.
156Middle India households projected to witness CAGR of 9% between Fiscal 2012 to Fiscal 2030
Note: E: Estimated, P: Projected; Source: Crisil Intelligence
MSME Revolution
The backbone of India's economy, MSMEs significantly contribute to the country's growth. According to MSME
Annual report 2024 to 2025, MSME sector accounts for 30.1% of the GDP, 36% (Fiscal 2023) of manufacturing
output, 45% to exports (Fiscal 2024) and providing employment opportunities to a substantial 24.4 crore people
(Fiscal 2023). The growth of MSMEs is crucial in generating employment opportunities for the Indian population.
Crisil Intelligence believes that improvement in literacy levels, increasing access to information and awareness,
increase in the availability of necessities and improvement in road infrastructure have increased the aspirations of
middle India, which is likely to translate into increased demand for financial products and opportunities for
providers of financial services providers.
Rural sector supporting India growth story
India’s rural segment has been a key driver of the country’s consumption growth story in recent years. In the past
decade, the rural segment in India has expanded at a rapid pace, driven by factors, such as rising disposable
income, urbanization, and the proliferation of e-commerce. According to the Economic Survey, the government
strategy has been that of an integrated and sustainable development of rural India.
Digital Public infrastructure reforms by Government of India
Digitization improves the transparency and efficiency of government processes, and widespread digital
transformations help governments and institutions with policy implementation and broad policy outreach. The
key idea for Digital Public Infrastructure (“DPI”) is not the complete digitization of narrow public services but
the establishment of a building block of digital modularity, which can be used modularly by both government and
private players to create the specific digital infrastructure required. The India Stack is a collective name for a set
of open APIs and public goods in digital form like Digi Locker, UPI, e-sign etc.
Household savings expected to increase
In 2023, India's gross domestic savings as a percentage of GDP declined to 28.4%, reflecting a downward trend
from 2023 when it reached 29.5%, highlighting the economy's increased consumption. India remains favourable
in terms of gross domestic savings rate compared with most other emerging market peers slightly higher than the
world average of 27% in 2024.
Digitization aided by technology to play pivotal role in growth of economy
Technology is expected to play an important role by progressively reducing the cost of reaching out to smaller
markets. India has seen a tremendous rise in fintech adoption in the past few years. Among many initiatives by
the government, the Unified Payments Interface (UPI) is playing a pivotal role towards financial inclusion. Apart
from financial services industry, digitization in other industries like retail will also play an important role in the
growth of economy.
157KEY DRIVERS FOR GROWTH OF DIGITAL LENDING IN INDIA
Multiple Hurdles for Physical Lending Channels
Physical lending channels, such as bank branches and storefront lenders, face multiple hurdles in today's digital
age. One major challenge is the high operational costs associated. Furthermore, physical lending channels may
not be able to reach a wider audience, particularly in rural or underserved areas, limiting their accessibility and
scalability.
Efficiency in Catering to Credit Pan-India in Remote / Tier-2+ Regions via Digital Lending
Digital lending has transformed the way credit is accessed in remote and tier-2+ regions of India, bringing
remarkable efficiency in meeting the credit requirements of underserved populations. Through digital channels,
lenders can now reach borrowers in even the most remote areas, without requiring physical branches leading to
reduced operational expenses.
Higher ability to cross sell as 360-degree view in customer lifecycle
Digital lending, with its sophisticated data analytics and technology-driven approach, has a higher ability to cross-
sell other financial products to its existing customer.
Phygital Network Key for Distribution + Underwriting
By combining the benefits of physical and digital channels, phygital networks enable lenders to reach a wider
audience, increase operational efficiency, and reduce costs.
FINANCIAL INCLUSION
Financial penetration to rise with increase in awareness of financial products
According to the National Financial Literacy and Inclusion Survey (NCFE-FLIS) 2019, only 27% of Indian
population is financially literate indicating huge gap and potential for financial services industry.
Government initiatives like Pradhan Mantri Jan Dhan Yojana, financial literacy programs, and continuous focus
on financial inclusion have increased financial literacy, resulting in significant uptick in demand for financial
products, particularly in smaller cities over the past few years. Going forward, Crisil Intelligence expects financial
penetration to increase on account of increasing financial literacy.
Financial Inclusion on a fast path in India
According to the World Bank’s Global Findex Database 2025, the average global percentage of adult population
with an account opened with a bank, financial institution or mobile money provider, was approximately 75% in
calendar year 2024. India’s financial inclusion has improved significantly over calendar years 2014 to 2024 as
adult population with bank accounts increased from 53% to 89% (Source: Global Findex Database) This
remarkable progress can be attributed to the Indian government's concerted efforts to promote financial inclusion
through a range of initiatives.
Financial inclusion index
The RBI has constructed a composite financial inclusion index (FI-Index) to capture the extent of financial
inclusion across the country. The FI-Index comprises of three broad parameters – Access (35%), Usage (45%),
and Quality (20%) with each of these consisting of various dimensions which are computed based on number of
indicators. The value of FI Index for Fiscal 2025 stands at 67 as against 64.2 in Fiscal 2024, with growth witnessed
across all the sub-indices.
158Financial inclusion has improved over the years
67
64.2
60.1
53.1 53.9 56.4
FY20 FY21 FY22 FY23 FY24 FY25
Source: RBI, Crisil Intelligence Research
Role of NBFCs to achieve Financial Inclusion
While MFIs and SFBs are essential pillars of financial inclusion, NBFCs fill a critical gap by providing
comprehensive financial products, catering to niche sectors like MSMEs, and extending services to the last mile.
Their role in financial inclusion is complementary but equally vital, and with continued support, NBFCs can
ensure that more underpenetrated populations have access to formal financial services.
• Wider Reach and Product Diversity
NBFCs have a strong presence in underbanked areas, particularly in Tier 2, 3, and 4 cities. Their regional
focus allows them to serve areas where traditional banks and MFIs have limited access. NBFCs offer a
broader range of financial products beyond micro finance loans, including vehicle loans, gold loans,
consumer finance, and housing loans. These products cater to different segments of the population that are
not always served by MFIs and SFBs
• Credit to Niche Sectors (MSMEs and Agriculture)
NBFCs have a strong foothold in lending to MSMEs, and agriculture-based businesses, which are crucial
for the rural economy.
• Customized Solutions for Diverse Needs
NBFCs are known for their flexibility in designing financial products, which are tailored to the specific
needs of rural and semi-urban populations. This is critical in addressing the unique financial requirements
of small businesses, farmers, and low-income households.
New-age NBFCs are overcoming the challenges of conventional lending
New-age NBFCs are revolutionizing the lending landscape by using technology to overcome the inefficiencies of
conventional lending. Through automation, alternative data, personalized products, and secure digital platforms,
they are making credit more accessible, efficient, and affordable.
New-age NBFCs use AI and machine learning algorithms to automate credit risk assessment. By analyzing vast
amounts of data, including alternative data points (such as utility payments, mobile data, and social media
activity), these NBFCs can quickly assess creditworthiness and approve loans within minutes or hours.
159Only 15% of India’s population borrowed money from formal sources (Calendar Year 2024)
India 15%
63%
United 66%
States* 76%
United 55%
Kingdom* 62%
South Africa 13%
57%
Russia* 31%
51%
China 41%
54%
Brazil 47%
64%
Population that borrowed money from formal sources
Note: Global Findex data for India excludes northeast states, remote islands, and selected districts. 2. Data is for the population within the
age group of 15+, * Data consists for Calendar Year 2021
Money borrowed from formal sources includes money borrowed from Banks, NBFCs and usage of credit card.
Source: World Bank – The Global Findex Database 2025, Crisil Intelligence
66% of the US Population borrowed money from formal sources such as Banks, NBFCs and credit card in 2021
followed by UK Population whose 55% of Population borrowed money from formal sources. Only 15% of India's
population borrowed money from formal sources. This implies that a significant majority relied on informal
sources of credit, such as friends, family, or unorganized lenders. This is the lowest among the major economies.
A significant portion of the population may not have the necessary documents, such as proof of income or identity,
to access formal credit.
Rural sector supporting India growth story
India’s rural segment has been a key driver of the country’s consumption growth story in recent years. In the past
decade, the rural segment in India has expanded at a rapid pace, driven by factors, such as rising disposable
income, infrastructure development, and the proliferation of e-commerce.
The government's strategy, as outlined in the Economic Survey 2024-25, centers on systematic deregulation to
boost growth, a focus on improving the ease of doing business, and developing India's small and medium-sized
enterprises (SMEs).
Rural India accounts for about 47% of GDP, but only 9% of deposits and 8% of credit
Rural India has a crucial role to play, as almost 63% of the population resides in rural areas, as per world bank
data for Calendar Year 2024 and as per the Census data of 2011, there are over 6.4 lakh villages in India. About
47% of India’s GDP comes from rural areas; however, their share is abysmally low at just 9% of total banking
deposits and 8% of total banking credit as of March 2025. Lack of bank infrastructure, low level of financial
literacy and investment habits, along with lack of formal identification, are some of the reasons for low
penetration.
160Share of bank credit and deposits shows low penetration in rural areas
Population group wise share of deposit
73% 73% 73% 73% 76% 76% 76% 76%
16% 17% 16% 16% 15% 15% 15% 15%
11% 11% 11% 11% 9% 9% 9% 9%
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26
Rural Semi-urban Urban
Note: Urban includes data for urban and metropolitan areas, Above data represents indicators for scheduled commercial banks in India and
excludes inter company deposits Source: RBI; Crisil Intelligence
Population group wise share of credit
81% 81% 79% 79% 79% 79% 78% 78%
12% 12% 13% 13% 13% 14% 14% 14%
7% 7% 8% 8% 8% 8% 8% 8%
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26
Rural Semi-urban Urban
Note: Urban includes data for urban and metropolitan areas, Above data represents indicators for scheduled commercial banks in India
Source: RBI; Crisil Intelligence
Financial inclusion is lower in rural areas than in urban areas in India. Hence, there are significant growth
opportunities in this segment. Initiatives such as PMJDY and digital banking, along with increasing emphasis on
financial literacy, have led to increasing financial inclusion in rural areas
161Bank Deposit accounts in rural, semi-urban and urban areas
in Million
106110931097
987
667705726775
602623624628
589617632673643671673676
716747758807
Rural Semi-urban Urban
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26
Note: Urban includes data for urban and metropolitan areas; numbers are as of the end of the Fiscal year indicated. Data represents only
bank deposit accounts. Above data represents indicators for scheduled commercial banks in India, Source: RBI, Crisil Intelligence
Bank Credit accounts in rural, semi-urban and urban areas
208 213 214
181
151
134
123
107
62 68 70 74 81 80 78 62 69 72 77 84 86 85
54
46
Rural Semi-urban Urban
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26
Note: Urban includes data for urban and metropolitan areas; numbers are as of the end of the fiscal indicated. Data represents only bank
credit accounts. Above data represents indicators for scheduled commercial banks in India, Source: RBI, Crisil Intelligence
Rural areas and small towns (Tier 3 and Tier 4) are becoming structurally far more resilient to shocks
According to Census 2011, there are about 640,000 villages in India, which are inhabited by about 893 million
people. The rural and semi-urban economy is far more resilient today due to increased spending under PM-Kisan
scheme, Mahatma Gandhi National Rural Employment Guarantee Act, 2005 and irrigation programs.
Additionally, schemes such as direct benefit transfer (“DBT”), PM Ujwala Yojana for cooking gas, PM Awas
Yojana for housing, and Ayushman Bharat scheme for healthcare are supporting growth in rural and semi-urban
areas. To supplement this, there has been a continuous improvement in rural and semi-urban infrastructure such
as electricity and roads. These government initiatives have led to lesser leakages and higher incomes in the hands
of the rural and semi-urban populace, thereby enhancing their ability and willingness to spend on discretionary
products and services. The structural changes, combined with a positive macro environment, are expected to
improve rural and semi-urban business prospects, provide business opportunities for the banking and financial
services sector and drive the long-term growth of the economy.
Despite increased efforts, rural and semi-urban areas remain underpenetrated when it comes to banking and
financial services. With only a fraction of the population fully integrated into the formal financial system,
significant opportunities exist for expanding credit access, insurance, and digital payments. Digital Infrastructure,
rising smartphone penetration and increasing internet connectivity are creating opportunities for fintech and
banking players to reach previously untapped rural and semi-urban markets, especially through initiatives like PM
Jan Dhan Yojana and the use of Aadhaar-enabled payment systems. Tier 3 and Tier 4 towns have economies driven
by micro, small, and medium enterprises (MSMEs), which have shown greater adaptability to disruptions.
Moreover, many residents engage in entrepreneurial or informal work, providing flexibility in times of economic
shocks. Smaller towns are seeing upward mobility due to factors such as improved education facilities, access to
e-commerce, and better transport infrastructure, allowing for a closer integration with larger urban economies
162OVERVIEW OF CREDIT SCENARIO IN INDIA
Significant retail credit gap exists in India, as compared to other nations
Overall credit to GDP ratio in India stood at 93% in Calendar Year 2024, which was significantly lower as
compared to 139% for Germany, 143% for United States and 198% for China, signalling significant room for
credit penetration in the nation.
Significant retail credit gap exists in India, as evident by India’s household credit to GDP ratio of 42% as of
Calendar Year 2024, as compared to 60%, 69% and 76% for China, United States and United Kingdom
respectively. With rising financial awareness, government’s continuous efforts for financial inclusion and rising
credit accessibility to the underserved population, credit penetration in India is expected to rise. The surge in credit
penetration would be led by growth in retail credit.
Credit to GDP ratio from (Calendar Year 2020 - Calendar Year 2024)
%%%%% %%%%% % 9 4 1% 8 4 1% 7 4 1% 1 4 1% 9 3 1 % 8 9 1% 5 8 1% 9 8 1% 5 9 1% 8 9 1 % 4 6 1% 0 6 1% 4 5 1% 8 4 1% 3 4 1 % 7 7 1% 4 6 1% 9 4 1% 2 4 1% 8 3 1
% 3 7% 6 6% 7 6% 6 6% 7
6
7 85 86 86 84 9 7 90 98 83 93 9
South Africa Brazil India Germany China United States United
CY2020 CY2021 CY 2022 CY 2023 CY2024 Kingdom
Note: Ratios as of December each year. Source: Bank of International Settlements, Crisil Intelligence
Household credit to GDP ratio of India and peer countries (Calendar Year 2020 - Calendar Year 2024)
%
%
% 7 3% 4 3% 4 3% 5 3% 4 3 % 2 3% 3 3% 4 3% 5 3% 6 3 % 2 4% 9 3% 0 4% 2 4% 2 4 % 6 5% 5 5% 4 5% 1 5% 0 5
%
2
6%
1
6%
0
6%
1
6%
0 6
% 8 7% 7 7% 5 7% 2 7% 9
6
3 98 8% 3 8% 8 7% 6 7
South Africa Brazil India Germany China United States United
Kingdom
CY2020 CY2021 CY 2022 CY 2023 CY2024
Note: Ratios as of December each year. Source: Bank of International Settlements, Crisil Intelligence
163NBFCs remain the market leader in terms of volume, providing credit to new-to-credit (NTC) customers
6% 4% 5% 8% 6% 5% 5% 5%
63% 76% 67% 68% 71% 74% 75% 76%
32% 20% 27% 24% 23% 21% 20% 19%
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1'FY26
Banks NBFCs Others
Note: Others include Co-op Banks, SFBs and other small lenders, Credit include business loan, education loan, housing loan, personal loan,
property loan, and vehicle loan. Source: CIBIL, Crisil Intelligence
While Banks reduced their share in catering to new to credit (NTC) customers to 19% in the first quarter of Fiscal
2026, NBFCs continued to cater to these new to credit customers which can be attributed to its share, which
increased from 63% to 78% from Fiscal 2019 to the first quarter of Fiscal 2025.
OVERALL SYSTEMIC CREDIT
Systemic Credit to grow by 12% to 14% between Fiscal 2025 and Fiscal 2027
Note: P: Projected; Source: RBI, company reports, Crisil Intelligence
Systemic credit in India grew at a 6-year CAGR of 12% over Fiscals 2019 and 2025 (₹ 101 trillion in Fiscal 2019
and ₹ 202 trillion in Fiscal 2025). Retail credit continues to lead the systemic credit growth in Fiscal 2025,
supported by the focused approach of banks and NBFCs in increasing the retail portfolio. Retail credit portfolio
continues to outpace non-retail credit. Going ahead, CRISIL Intelligence projects systemic credit to grow at 12%-
14% CAGR between Fiscal 2025 and Fiscal 2027.
164₹in trillion
101 113 119 131 154 179 202 265
67% 65% 62% 61% 60% 60% 60% 59% 20%
24%
33% 35% 38% 39% 40% 40% 40% 41%
FY19 FY20 FY21 FY22 FY23 FY24 FY25 FY27P
Retail Credit Non-Retail Credit
Note: P: Projected; Source: RBI, company reports, Crisil Intelligence
As of Fiscal 2025, the retail and non-retail segments account for 40% and 60% of total systemic credit,
respectively. By Fiscal 2027, the retail segment is projected to expand its share to 41%, while the non-retail
segment will contract slightly to 59%. This represents a modest rebalancing of the credit landscape, with retail
credit gaining a slightly larger foothold.
Retail credit growth is projected to have stable growth from Fiscal 2025 to Fiscal 2027
108
82
72
61
51
45
39
34
FY19 FY20 FY21 FY22 FY23 FY24 FY25 FY27P
Note: P: Projected Source: RBI, Crisil Intelligence
Retail credit continues to lead the systemic credit growth in Fiscal 2025, supported by the focused approach of
banks and NBFCs in increasing the retail portfolio. Retail credit portfolio continues to outpace non-retail credit.
The retail credit in India stood at ₹ 82 trillion, as of Fiscal 2025 which rapidly grew at a CAGR of 16% between
Fiscal 2019 and Fiscal 2025 (₹ 34 trillion in Fiscal 2019). Indian retail credit market has grown at a strong pace
over the last few years and is expected to grow further at 13-15% between Fiscal 2025 and Fiscal 2027 (₹ 108
trillion projected in Fiscal 2027). Moreover, the increasing demand and positive sentiments in the Indian retail
credit market, presents an opportunity for both banks and NBFCs to broaden their investor base.
165Rural and Semi Urban’s share in credit showed the fastest growth from Fiscal 2019 to Fiscal 2025
Note: Credit include Education, Housing, Property, secured business, commercial vehicle, Tractor, 2W, Used car, Auto, Unsecured business,
general business, consumer and personal loan, Source: CIBIL, Crisil Intelligence
Metro cities continue to hold the largest share of retail credit, at 43% in Fiscal 2025, followed by urban and semi
urban at 23% and 22% respectively and rural at 12%. However, in terms of growth, rural has witnessed the highest
CAGR growth at 23% during Fiscal 2019 and Fiscal 2025, followed by Semi Urban (21%), Urban (18%) and
Metro (15%).
Asset Quality Trends: Rural Shows Resilience, Metro and Semi-Urban Weaken
Mar-19 Mar-20 Mar-21 Mar-22 Mar-23 Mar-24 Mar-25 Jun-25
Rural 5.50% 6.21% 7.19% 7.97% 6.68% 5.12% 5.63% 6.10%
Semi Urban 5.09% 5.93% 7.09% 7.60% 6.42% 5.34% 5.64% 6.06%
Urban 4.98% 5.76% 6.52% 6.97% 6.06% 5.34% 5.29% 5.55%
Metro 5.29% 6.42% 6.79% 7.41% 6.22% 6.00% 5.64% 5.83%
Others 7.52% 10.44% 9.40% 14.59% 13.48% 13.74% 13.54% 14.06%
Rural Semi Urban Urban Metro Others
Note: Credit include Education, Housing, Property, secured business, commercial vehicle, Tractor, 2W, Used car, Auto, Unsecured business,
general business, consumer and personal loan, Source: CIBIL, Crisil Intelligence
In terms of asset quality, the Metro region reported the weakest performance, with a gross non-performing asset
(GNPA) ratio of 6% in Fiscal 2024. Semi-Urban and Urban areas followed closely, with a GNPA ratio of 5.3%
in Fiscal 2024.
In contrast, the Rural segment demonstrated remarkable resilience, with its GNPA ratio improving from 5.5% in
Fiscal 2019 to 5.1% in Fiscal 2024. This improvement is notable, especially when compared to the deterioration
in asset quality observed in other regions.
However, a notable reversal in trends emerged in Fiscal 2025, with asset quality in rural areas slightly deteriorating
to 5.6%, while metro and urban areas exhibited improvements, recording 5.6% and 5% respectively. This
deteriorating trend across all areas has persisted into the first quarter of Fiscal 2026. The rural portfolio, being the
most affected, has been particularly affected by over-leveraging issue and asset quality concerns persisting in the
industry, primarily stemming from the unsecured segment.
166NBFCs regained momentum in rural and semi urban areas, with market share being range bound
throughout from Fiscal 2019 to Fiscal 2025
Lenders Mar-19 Mar-20 Mar-21 Mar-22 Mar-23 Mar-24 Mar-25 Jun-25
Rural
Banks 60% 61% 62% 63% 61% 58% 56% 56%
NBFCs 35% 34% 32% 31% 32% 35% 36% 37%
Others 5% 5% 6% 6% 7% 7% 8% 7%
Semi - Urban
Banks 65% 66% 66% 67% 65% 62% 61% 60%
NBFCs 30% 29% 27% 26% 27% 30% 31% 32%
Others 5% 5% 7% 7% 8% 8% 8% 8%
Urban
Banks 69% 71% 71% 73% 72% 70% 69% 69%
NBFCs 27% 25% 24% 23% 23% 24% 25% 25%
Others 4% 4% 5% 5% 5% 5% 6% 6%
Metro
Banks 66% 69% 69% 71% 70% 69% 68% 68%
NBFCs 29% 26% 25% 24% 24% 25% 27% 27%
Others 6% 5% 6% 5% 6% 6% 6% 6%
Note: Credit include Education, Housing, Property, secured business, commercial vehicle, Tractor, 2W, Used car, Auto, Unsecured business,
general business, consumer and personal loan, Others include Co-op Banks, SFBs and other small lenders, Source: CIBIL, Crisil Intelligence
While banks have intensified their focus on premium markets, such as urban, and metro areas, where their market
share increased between Fiscal 2022 and Fiscal 2023, NBFCs have tapped into the underserved rural market.
The rural market has traditionally been avoided by banks due to the lower ticket value loan requirements and the
perceived riskier profile of borrowers. However, NBFCs have been able to successfully cater to this market by
leveraging their unconventional underwriting and lending approaches. By providing last-mile connectivity and
customized product offerings, NBFCs have been able to bridge the financial inclusion gap in rural areas.
NBFCs' ability to innovate and adapt to the unique needs of rural and semi-urban customers has enabled them to
thrive in this underserved market. Their willingness to take on risk and invest in untraditional lending models
allows them to increase their market share and provide much-needed financial services to rural communities.
Secured retail loan witnessed growth at a 14.7% CAGR between Fiscal 2019 and Fiscal 2025
As of Fiscal 2025, secured retail loans reached 54.8 trillion and 56.2 trillion in Q1 of Fiscal 2026. It is growing at
a CAGR of 14.7% from Fiscal 2019 to Fiscal 2025.
56.2
54.8
(In ₹
trillion 47.3
40.3
34.7
29.8
26.4
24.1
Mar-19 Mar-20 Mar-21 Mar-22 Mar-23 Mar-24 Mar-25 Jun-25
Note: Secured retail loan includes education loan, housing loan, property loan, Source: CIBIL, Crisil Intelligence
167Secured hypothecation retail loan grew at a CAGR of 17.8% between Fiscal 2019 and Fiscal 2025
As of Fiscal 2025, secured hypothecation loans reached 21.97 trillion and 22 trillion in Q1 of Fiscal 2026. It
exhibited CAGR of 17.8% from Fiscal 2019 to Fiscal 2025.
22.0 22.3
18.2
14.0
11.1
10.0
9.2
8.2
Mar-19 Mar-20 Mar-21 Mar-22 Mar-23 Mar-24 Mar-25 Jun-25
Note: Secured Hypothecation retail loan include secured business loans; Commercial vehicle loan, Tractor loan, 2-Wheeler loan, used car
loan, and auto loan, Source: CIBIL, Crisil Intelligence
Unsecured retail loan reported 24.6% CAGR between Fiscal 2019 and Fiscal 2025
As of Fiscal 2025, unsecured retail loans reached 25.34 trillion and 25.99 trillion in the first quarter of Fiscal 2026.
It reported CAGR of 24.6% from Fiscal 2019 to Fiscal 2025. A significant driver of this growth has been the
personal loan and business loan category, which experienced a substantial increase during the same period, serving
as a key catalyst behind the segment's expansion.
25.99
25.34
21.15
15.26
12.34
9.38
8.65
6.76
Mar-19 Mar-20 Mar-21 Mar-22 Mar-23 Mar-24 Mar-25 Jun-25
Note: Unsecured retail loan includes unsecured business loan, general business loan, consumer loan, and personal loan, Source: CIBIL,
Crisil Intelligence
168NBFC CREDIT LANDSCAPE
NBFC Credit is expected to grow at a higher growth rate of 18% to 20% from Mar-25 to Mar-27 than bank
credit which is expected to grow at a moderate growth rate of 11% to 13%.
The credit growth of NBFCs which has trended above India’s GDP growth historically, is expected to continue to
rise at a faster pace. NBFCs have shown remarkable resilience and gained importance in the financial sector
ecosystem, growing from less than ₹ 2 trillion AUM at the turn of the century to ₹ 48 trillion at the end of Fiscal
2025.
NBFCYOY 10% 7% 9% 16% 21% 18%
growth
BankYOY 11% 5% 11% 17% 15% 12% 264
growth
in ₹trillion
26%
202
179
154 24%
23%
131
113 119 22%
101 22%
23%
22% 74%
22%
76%
77%
78%
78% 78% 77% 78%
Mar-19 Mar-20 Mar-21 Mar-22 Mar-23 Mar-24 Mar-25 Mar-27P
Bank Credit NBFC Credit
Note: P = Projected, Source: RBI, Company reports, Crisil Intelligence
NBFC’s share in systemic credit is estimated to have increased from 22% in Fiscal 2019 to 24% in Fiscal 2025.
It is expected that share of NBFCs will be marginally higher at 26% in Fiscal 2027. Overall, consolidation in
certain corporate groups and other corporate activities indicate buoyancy in the NBFC space and expectations of
healthy credit growth.
CRISIL Intelligence believes that NBFCs will remain a force to reckon within the Indian credit landscape, given
their inherent strength of providing last-mile funding and catering to customer segments not conventionally
targeted by the Banks. Going forward, NBFCs are expected to continue to gain market share over banks due to
their ability to provide flexible lending solutions and tailored services, focused approach to tap under-served and
niche customer segments, ability to penetrate deeper into geographies, leveraging technology to reimagine the
lending process, strong origination skills and shorter turnaround time.
169Non-Banking Finance companies AUM from Fiscal 2022 to Fiscal 2025
in ₹trillion
68
48
41
34
29
27
25
23
Mar-19 Mar-20 Mar-21 Mar-22 Mar-23 Mar-24 Mar-25 Mar-27 P
Note: P = Projected, Source: RBI, Company reports, Crisil Intelligence
NBFCs AUM as of Fiscal 2019 was ₹ 23 trillion which has grown at a 6-year CAGR of 13.2% to ₹ 48 trillion as
of Fiscal 2025. Tax incentives, GST 2.0 and rising income levels in the economy are expected to drive consumer
demand, leading to healthy growth in NBFCs.
NBFCs are driving Financial Inclusion
While banks are the primary institutions for banking in India, retail loan portfolio forms only 40% of the overall
banking credit as of Fiscal 2025. Other focus areas for banks are wholesale lending to large corporates, credit to
services sector and agriculture sector. Lower presence of banks in the retail space has created an opportunity for
NBFCs to penetrate the segment which has also led to greater financial inclusion as NBFCs also cater to riskier
customer profiles with lower income. Compared to that of banks, NBFC credit to retail segment forms more than
45% as of Fiscal 2025 of its portfolio indicating larger focus on retail customers. Rural and semi-urban areas,
presents vast market opportunity for NBFCs. 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 and underbanked masses in rural
and semi-urban India and lend to the informal sector and people without credit histories, thereby enabling the
government and regulators to realize the mission of financial inclusion. MSME often lack easy access to formal
credit from banks due to limited credit history, insufficient collateral, or lack of financial documentation. NBFCs
bridge the gap by offering customized solutions. NBFCs stronger presence in rural and semi-urban areas where
MSMEs are prominent help them to serve the under-penetrated segments driving financial inclusion.
265
202
179
59%
154
131
60%
113 119
101 60%
60%
61%
65% 62%
67%
41%
33% 35% 38% 39% 40% 40% 40%
FY19 FY20 FY21 FY22 FY23 FY24 FY25 FY27P
Retail Credit Non-Retail Credit
Note: P = Projected, Source: RBI, Company reports, Crisil Intelligence
170The NBFC sector has, over the years, evolved considerably in terms of size, operations, technological
sophistication, and entry into newer areas of financial services and products. The number of NBFCs as well as the
size of the sector has grown significantly, with a number of players with heterogeneous business models starting
operations. The increasing penetration of neo-banking, digital authentication, and mobile phone usage as well as
mobile internet has resulted in the democratisation of financial services, particularly credit.
NBFCYOY 13 8% 14 22 23 16
growth % % %% % %
BankYOY 18% 16% 13% 21% 16% 13% 108
growth
82 28%
in ₹
trillion 72
61 26%
26%
51
45 25%
39 25%
34 25% 72%
26%
27% 74% 74%
75%
73% 74% 75% 75%
Mar-19 Mar-20 Mar-21 Mar-22 Mar-23 Mar-24 Mar-25 Mar-27P
Bank Retail Credit NBFC Retail Credit
Note: P = Projected, Source: RBI, Company reports, Crisil Intelligence
The retail credit sector has experienced steady growth, marked by a consistent upward trend in both bank and
NBFC retail credit. However, growth of NBFC retail credit is accelerating at a faster rate, indicating a growing
significance of NBFCs in the retail credit market.
55%
55%
54%
55%
60% 59% 59% 57% 45%
40% 41% 41% 43% 45% 46% 45%
Mar-19 Mar-20 Mar-21 Mar-22 Mar-23 Mar-24 Mar-25 Mar-27P
NBFC Retail NBFC Non Retail
Note: P = Projected, Source: RBI, Company reports, Crisil Intelligence
Overall NBFC credit during Fiscals 2019 to 2025, is estimated to have witnessed a CAGR of approximately 13.2%
which was majorly led by retail segment which is estimated to have witnessed a CAGR of approximately 16%,
while NBFC non-retail credit is estimated to have witnessed a growth of approximately 11.5% during the same
time period.
Going forward, growth in the NBFC retail segment is expected at 17% to 19% from Fiscal 2025 to Fiscal 2027
which will support overall NBFC credit growth, with continued focus on the retail segment.
171GNPA (90+ DPD) Trend for NBFCs, Banks and Others
16.25%
15.67%
15.16% 14.89%
13.90% 13.94%
10.57% 10.89%
10.04%
8.59% 8.60%
7.99%
6.56%
5.77% 5.87% 6.06%
5.04% 5.50% 5.20% 5.71% 4.85% 4.80% 4.54% 4.63%
Mar-19 Mar-20 Mar-21 Mar-22 Mar-23 Mar-24 Mar-25 Jun-25
Banks NBFCs Others
Source: CIBIL, Crisil Intelligence
Note: Asset class considered were Auto loan, Business loan general, Business loan secured, business loan unsecured, commercial vehicle
loan, consumer loan, education loan, housing loan, personal loan, property loan, tractor loan, two-wheeler loan, used car loan
Share of NBFCs in Secured and Unsecured credit asset classes
31%
29% 28% 27% 26% 28% 29% 30%
21% 22% 24% 25%
17% 18% 15% 16%
Mar-19 Mar-20 Mar-21 Mar-22 Mar-23 Mar-24 Mar-25 Jun-25
NBFC Secured NBFC Unsecured
Note: For computation of share of NBFC Secured, loans considered were Auto loan, Business loan secured, commercial vehicle loans,
education loan, housing loan, loan against property, tractor loan, two-wheeler loan and used car loan. For computation of share of NBFC
Unsecured loans, loans considered were business loan general, business loan unsecured, consumer loan and personal loan.
Source: CIBIL, Crisil Intelligence
NBFCs’ share in small ticket (up to ₹ 0.5 million) loans
46.09% 47.61%
43.51%
38.89%
33.36% 35.60% 34.55% 36.16%
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26
Note: Asset class considered were Auto loan, Business loan general, Business loan secured, business loan unsecured, commercial vehicle loan,
consumer loan, education loan, housing loan, personal loan, property loan, tractor loan, two-wheeler loan, used car loan
Source: CIBIL, Crisil Intelligence
172NBFC Share in small ticket loans (up to 0.5 million) has increased from 33.36% in Fiscal 2019 to 46.09% in
Fiscal 2025. NBFCs have a significant presence in tier 2 and tier 3 cities as well as rural areas where traditional
banking penetration is lower which makes them favourable for small ticket loans specifically in smaller cities and
districts.
NBFCs’ share of lending in small ticket loans (Up to ₹ 0.5 million) in top 20 districts and in next 100 districts
26.29% 27.08%
24.72%
21.58%
18.94%
16.11% 17.10% 16.69%
15.72% 16.52% 17.05%
13.56%
11.32% 11.81% 11.31% 12.20%
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26
Top 20 district Next 100 district
Note: Top 20 and next 100 districts are considered based on portfolio outstanding of Auto loan, Business loan general, Business loan secured,
business loan unsecured, commercial vehicle loan, consumer loan, education loan, housing loan, personal loan, property loan, tractor loan,
two-wheeler loan, used car loan
Source: CIBIL, Crisil Intelligence
NBFCs have steadily expanded their presence in the top 20 districts, with their share of loans up to ₹ 0.5 million
increasing by 11.32% to 16.52% in Fiscal 2025, and further to 17.05% in the first quarter of Fiscal 2026. Notably,
their penetration in the next 100 districts has been more pronounced, with their share surging from 16.11% in
Fiscal 2019 to 26.29% in Fiscal 2025 and reaching 27.08% in the first quarter of Fiscal 2026.
Loan segments driving NBFC growth
NBFCs in India have demonstrated remarkable growth, driven by an increased focus on diversified loan segments
catering to both individual and business needs. NBFCs have strategically expanded their portfolios across various
segments, including auto loans, commercial vehicle loans, education loans, housing loans, personal loans, loans
against property, tractor loans, two-wheeler loans, used car loans, and general as well as secured and unsecured
business loans.
NBFC non retail segment consists of secured MSME, Hypothecation MSME and unsecured MSME loans. This
portfolio is growing at a moderate CAGR between 11% to 13% between Fiscal 2019 and Fiscal 2025. In NBFC
retail the secured business loan segment stands out as the fastest-growing segment, with a CAGR of 54.8%. This
surge can be attributed to the rising need for capital among MSMEs and an increased willingness among NBFCs
to fund businesses that provide collateral. Unsecured business loans have witnessed a 32.58% CAGR benefitting
from a huge credit gap and, underscoring NBFCs’ role in addressing the financing gap for enterprises lacking
sufficient assets for collateral.
NBFC - Segment Wise Credit (portfolio outstanding) across asset class
Segment (in trillion) Mar- Mar- Mar- Mar- Mar- Mar- Mar- Jun- 6Y
19 20 21 22 23 24 25 25 CAGR
Secured MSME 6 7 7 8 10 10 12 12 11%
Unsecured MSME 3 3 3 3 4 5 5 6 13%
Hypothecation MSME 13 14 15 17 20 23 26 26 11%
Housing Loan 4.6 4.6 4.9 5.5 6.0 7.0 8.1 8.3 10%
Vehicle Finance 3.4 3.9 3.9 4.0 4.8 6.5 7.8 7.9 15%
LAP 2.0 1.7 2.1 2.4 2.8 3.8 5.0 5.3 17%
Personal Loans 0.7 1.0 1.0 1.5 2.1 3.0 3.7 3.9 32%
Business loan – 0.1 0.2 0.1 0.2 0.4 0.8 1.1 1.2 49%
Unsecured
Business loan - Secured 0.1 0.1 0.2 0.2 0.4 0.8 1.1 1.1 55%
Education Loan 0.1 0.1 0.1 0.1 0.2 0.4 0.6 0.7 42%
Consumer Loan 0.2 0.2 0.2 0.3 0.4 0.5 0.6 0.7 23%
173Note: Vehicle Finance includes auto loan, commercial vehicle loan, tractor loan, two-wheeler loan and used car loan. CRISIL has classified
overall MSME loans into three categories – Secured MSME loans, Unsecured MSME loans and MSME Hypothecation loans. The credit
portfolio and other related data of MSME loans which are reported to commercial bureau are considered while providing analysis. Business
loans considered in this section are business loans – secured, business loans – unsecured and business loans – general which are reported to
consumer bureau. For the analysis, CRISIL has considered Business loan – unsecured and business loan – general as unsecured business
loans.
Source: CIBIL, Crisil Intelligence
Key ratios of NBFCs
Note: The analysis is based on data of 100+ NBFCs (including HFCs), which collectively accounted for loans and advances of ₹ 30,600
billion as on March 31, 2025. These NBFCs account for more than 80% of the total loans and advances outstanding of the overall NBFC
sector.
A moderate decrease in credit costs in Fiscal 2024 contributed to improved profitability for NBFCs, but this
positive momentum was halted in Fiscal 2025 as the industry faced asset quality challenges, leading to
higher credit costs and reduced profitability.
ROA Tree for NBFCs across asset classes
Asset Class Financial Metric Fiscal 2022 Fiscal 2023 Fiscal 2024 Fiscal 2025 Fiscal 2026P
approximately
Interest income 14.5% 15.5% 16.0% 16.1%
15-16%
approximately
Interest expense 5.6% 5.7% 6.3% 6.0%
5-6%
MSME Loans
approximately
Credit Cost 1.2% 1.3% 1.7% 1.5%
1.7-2.1%
approximately
ROA 3.3% 3.7% 3.5% 3.4%
3.4-3.6%
approximately
Interest income 11.3% 12.3% 12.2% 12.6%
12.4-12.5%
approximately
Interest expense 5.8% 6.0% 6.4% 6.6%
6.4-6.5%
Auto Loans
approximately
Credit Cost 2.3% 1.3% 1.3% 1.4%
1.4-1.5%
approximately
ROA 1.8% 2.8% 2.6% 2.7%
2.7-2.8%
approximately
Interest income 8.7% 9.2% 10.0% 9.9%
9.4-9.5%
approximately
Interest expense 5.6% 5.8% 6.3% 6.3%
5.9-6.0%
Housing Loans
approximately
Credit Cost 0.8% 0.6% 0.5% 0.2%
0.4-0.5%
approximately
ROA 1.5% 1.8% 2.2% 2.3%
2.0-2.1%
approximately
Gold Loans Interest income 16.4% 14.9% 16.1% 16.6%
16.2-16.3%
174Asset Class Financial Metric Fiscal 2022 Fiscal 2023 Fiscal 2024 Fiscal 2025 Fiscal 2026P
approximately
Interest expense 5.6% 5.2% 5.9% 6.3%
6.1-6.2%
approximately
Credit Cost 0.2% 0.1% 0.2% 0.7%
0.5-0.6%
approximately
ROA 5.6% 4.7% 5.2% 5.0%
5.0-5.1%
approximately
Interest income 10.2% 10.6% 10.9% 10.8%
10.2-10.4%
approximately
Interest expense 5.7% 6.6% 7.2% 7.3%
6.8-7.0%
Education Loans
approximately
Credit Cost 0.2% 0.2% 0.2% 0.2%
0.3-0.4%
approximately
ROA 2.2% 2.2% 2.4% 2.6%
2.0-2.1%
approximately
Interest income 15.6% 17.1% 19.8% 19.3%
19.1-19.2%
approximately
Interest expense 7.3% 7.3% 8.1% 7.8%
Microfinance 7.4-7.5%
approximately
Credit Cost 3.5% 3.4% 2.7% 8.7%
6-7%
ROA 1.1% 2.7% 4.5% (1.6%) 0.0-0.5%
Note The ratios are calculated on total average assets. Source: Company Documents, Crisil Intelligence
Gold Loans have the highest Return on Assets (ROA) at approximately 5% with lowest credit cost
approximately 0.2% to 0.5% across all years followed by MSME loans ROA of approximately 3.5% across all
years.
Profitability of NBFC Players present in the Unsecured Business Loan Segment
NBFCs in the Unsecured Business Loan segment operate with yield in the range of 23% to 25%, on average. With
average cost of funds being in the range of 12% to 13%, net interest margins (“NIMs”) for this segment are in the
range of 12% to 16%. Crisil Intelligence estimates the profitability in this segment to improve in Fiscal 2026
owing to improving credit costs and lower cost of borrowings.
Competitive Scenario in the Unsecured Business Loan Segment
Parameter Fiscal 2022 Fiscal 2023 Fiscal 2024 Fiscal 2025
Yield on advances 25.7% 24.4% 24.6% 25.6%
Cost of Borrowings 12.4% 12.2% 12.2% 13.0%
Net Interest Margins 12.5% 14.2% 16.9% 15.2%
Return on Assets (3.2%) 2.4% 2.9% (1.4%)
ROE (11.8%) 9.5% 11.7% (5.7%)
Sources: Company Reports, Crisil Intelligence
NBFCs operating in the Unsecured Business Loan Segment have been able to command higher margins
(approximately 15.2%) due to higher yield on advances (25.6%), with cost of borrowings at approximately 13%.
Due to higher credit costs, negative return on assets at recorded at 1.4% for Fiscal 2025, declining from 2.9% in
Fiscal 2024. Their return on equity stood at (5.7%) in Fiscal 2025, reducing from 11.7% in Fiscal 2024.
NBFC/HFCs Profitability in LAP (secured business loans) improved in Fiscal 2025
NBFCs in LAP segment operate with yield in the range of 25% to 28%, on an average. With average cost of funds
being in the range of 10% to 12%, net interest margins (NIMs) for this segment are in the range of 13%.
175Profitability of LAP financing NBFCs (Fiscal 2025)
Source: Crisil Intelligence; Companies included are Aye Finance, Fivestar Business Finance, SBFC Finance, Veritas finance, Vistaar
Financial services Pvt Ltd, Finova Capital
Comparison of various players based on MSME portfolio size, portfolio growth (Fiscal 2022 to Fiscal 2025)
and RoE (Fiscal 2025)
70%
)560% Veritas Finance Finova Capital
2
-
2
2
0 250% Five Star Business
la
Aye Finance
Finance
c40%
s
iF
( R30%
G SBFC Finance
A20%
C
M Vistaar Financial
U10%
Services Pvt Ltd
A
0%
0% 2% 4% 6% 8% 10% 12% 14% 16% 18% 20%
ROE as at Fiscal 2025
Note: Size of the bubble denotes relative size of the MSME loan portfolio as of March 2025, Source: Company Reports, Crisil Intelligence
MSME CREDIT IN INDIA
Overview of MSME Sector in India
India has over 57.7 million MSMEs, of which 98% of MSMEs are classified as micro enterprises as per annual
report 2024-25 published by Ministry of Micro, Small and Medium Enterprise. MSMEs complement large
corporates as suppliers or directly cater to end users. The MSME sector contributes to India’s socio-economic
development by providing huge employment opportunities in rural and backward areas, reducing regional
imbalances, and assuring equitable distribution of national wealth and income. MSMEs in India contribute
approximately 30% to the national GDP and faces a substantial unmet credit demand estimated at ₹ 103.00 trillion.
The Government expects that MSMEs’ contribution to GDP to increase from 30% in Fiscal 2023 to 40-50% by
Fiscal 2030.
Behavioural shift in MSMEs
Due to various initiatives and schemes by the Government, MSMEs have witnessed a behavioural shift which is
expected to help them in gaining more access to credit. Few examples of behavioural shifts are:
Formalization of MSMEs - Around 50% of total estimated number of MSMEs in India are registered under
Udyam System
There has been a large push for formalization of MSMEs in recent years. As of September 2025, close to 6.82
crores MSMEs (approximately 50% of estimated number of total MSMEs in India) are registered on Udyam.
176Year-wise and MSME category-wise registration of MSMEs
Year / Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal 2023 Fiscal
Fiscal 2024
Category 2017 2018 2019 2020 2021* 2022^ U.S. $ 2025^^
Micro 21,47,908 13,44,612 18,70,932 22,48,730 35,95,577 49,75,082 1,26,17,959 2,62,34,956 5,69,01,755
Small 2,16,558 1,66,259 2,41,187 3,02,299 4,00,525 1,72,432 4,35,885 7,08,216 7,32,782
Medium 8,592 6,584 9,426 11,229 35,541 11,294 39,854 67,481 69,013
Total 23,73,058 15,17,455 21,21,545 25,62,258 40,31,643 51,58,808 130,93,698 270,10,590 5,77,03,550
Note: * Based on UAN and Udyam registrations, ^Based on Udyam registrations, U.S. $ Based on Udyam registrations as on December 2022
as stated in the MSME Annual Report 2022-23; ^^ as of 31st December 2024, MSME Annual report 2024-2025. Source: Development
Commissioner Ministry of Micro, Small & Medium Enterprises (DCMSME), Udyam Registrations, Crisil Intelligence
Total MSMEs registered as at March – 2025
Source: CII, Crisil Intelligence
MSME Credit Gap
High risk perception and prohibitive cost of delivering services physically have constrained formal lending to
MSMEs. The emerging self-employed individuals and micro, small and medium enterprise segment is largely
unaddressed by lending institutions in India.
An IFC report titled Financing India’s MSMEs (November 2018) estimated the MSME credit demand at ₹69.3
trillion in Fiscal 2017, and the MSME credit gap (defined as the gap between the demand for funds amongst
MSMEs and the supply from formal financiers) was estimated at ₹58.4 trillion.
As of Fiscal 2025, the MSME credit demand is estimated to be around ₹159 trillion, of which 27-28% of demand
is met through formal financing. Assuming an increase of around 11% annually in the demand for credit and the
availability of credit from formal sources, Crisil Intelligence estimates the credit gap to have increased to ₹117
trillion as of Fiscal 2025.
Despite increase in MSME loans outstanding, large credit gap still exists
(in ₹ trillions)
(in ₹ trillions)
Overall Credit Demand: Overall Credit Demand:
₹69.3 trillion ₹159 trillion
CreditGap CreditGap
₹58.4 ₹117
trillion Potentially trillion Potentially
Addressibl 25.8 addressible Addressibl 34.0 addressibl
e Credit 36.7 credit gap e Credit 76.0 e credit
Demand Demand Fgaoprmal
Formal 42.0
10.9 Credit Credit
Fiscal 2017 Fiscal2025
Note: E: Estimated, Source: IFC report on Financing India’s MSMEs dated November 2018, Crisil Intelligence estimates
177As per the IFC report titled Financing India’s MSMEs (November 2018), out of total MSME credit demand of ₹
69.3 trillion in Fiscal 2017, the addressable credit demand was at ₹ 36.7 trillion. Out of the total addressable credit
demand in Fiscal 2017, formal source accounted for ₹ 10.9 trillion taking potentially addressable credit demand
gap to ₹ 25.8 trillion (Fiscal 2017), which represented MSME credit gap that could have been addressed by
Financial Institutions in the near term.
On the similar lines, as of Fiscal 2025, Crisil Intelligence estimates the total addressable credit demand at
approximately ₹76 trillion, out of which current formal financing stands at approximately ₹42 trillion taking the
total addressable MSME credit gap to around ₹34 trillion, which needs to be met by Financial Institutions. Crisil
Intelligence expects total addressable credit demand to have increased on account of higher bank support;
favorable government policies and increased lender focus with tailored products and technological advancements.
Technology and use of various data sources are helping lenders analyze cash flow for NTC (New to Credit) MSME
customers faster and bring many MSMEs into the formal financing network. Further, this demand is expected to
grow as the Government expects MSMEs’ contribution to GDP to increase in the coming years.
Overview of overall MSME credit in India
Modes of funding for MSMEs
MSMEs need credit for various purposes including term loan for expansion of business and working capital for
daily operational activities. These credit needs are being fulfilled by banks and NBFCs (including Fintech
companies).
Banks and NBFCs offer various credit products based on the need of MSMEs. Such products include Loan against
property, Supply chain financing, Inventory funding, Unsecured business loans, etc.
• Loan against property: It is a secured business loans which is disbursed by financial institutions against
the mortgage of property. The property act as collateral / security and therefore the financial institution
charges comparatively lesser interest rates than unsecured loans.
• Secured Hypothecation: These loans are backed by collateral in the form of movable/working assets such
as inventory, machinery, vehicle, or accounts receivables, which remains in the possession of the borrower
but are hypothecated to the lender.
• Inventory funding: Inventory acts as one of the most important factors for running business smoothly.
Inventory financing facilitate MSMEs to buy adequate inventories which could act as collateral for the loan.
It helps MSMEs in maintaining optimal stock levels without impacting their cash flows.
• Supply chain finance (SCF): SCF consists of financing MSMEs against invoices and receivables as
intermittent collaterals. It includes providing cash to suppliers against receivables from buyers.
• Unsecured Retail: These loans rely on the creditworthiness of borrower, business cash flow, alternative data
rather than physical asset as security. These are typically used for working capital, expansion, and operational
needs. These loans have shorter approval times, higher interest rates, and are offered in smaller amounts
compared to secured loans.
Note: CRISIL has classified overall MSME loans into three categories – Secured MSME loans, Unsecured MSME loans and MSME
Hypothecation loans. The credit portfolio and other related data of MSME loans which are reported to commercial bureau are considered
while providing analysis.
Further, CRISIL considers Loan against Property (LAP) as also secured MSME loans as majority of the loans in this category is obtained by
MSMEs for commercial use. The data pertaining to LAP which are reported to Consumer bureau are considered while providing analysis.
Formal Source of Funding being preferred by borrowers
Formal financial institutions such as banks and non-banking financial companies (“NBFCs”) generally offer lower
interest rates than informal lenders, making formal credit more affordable for MSMEs. Formal loans often come
with longer repayment periods, which eases the cash flow burden on MSMEs and allows them to allocate
resources to business expansion and other needs. Formal loans are regulated by government bodies, ensuring
transparency, fairness, and adherence to structured processes, which builds trust among MSMEs. Borrowing from
formal sources contributes to the borrower’s credit history, which is crucial for accessing future financing at better
terms. A good credit score opens opportunities for larger loans or credit lines. Many formal financial institutions
are tied to government schemes like the Credit Guarantee Fund Trust for Micro and Small Enterprises
(“CGTMSE”) and Priority Sector Lending (“PSL”), which offer benefits such as reduced collateral requirements
or subsidized interest rates. Hence, MSME prefer formal source of funding rather than informal source.
178Overall MSME Credit Outstanding
Overall MSME portfolio outstanding to grow at 17% to 19% CAGR between Fiscal 2025 and Fiscal 2027
(In ₹trillion)
42.4
30.5 31.0
26.6
23.5
20.0
17.9
15.1 16.2
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26 FY27
Source: CIBIL, Crisil Intelligence
Crisil Intelligence estimates the total size of MSME lending market across ticket sizes and various player groups
(banks, NBFCs, small finance banks, and other formal lenders) to be around ₹ 26.6 trillion as of March 2024 and
₹ 30.5 trillion as of March 2025 and further to ₹ 31 million as of June 2025.
Private sector banks and NBFCs have grown their market share in overall MSME portfolio. Banks as a
whole have a cumulative share of 79% in overall MSME credit as of Q1 Fiscal 2026.
9% 9% 9% 9% 8% 8% 7% 7%
11% 12% 12% 12% 12% 14% 16% 16%
45% 41% 39% 38% 36% 35% 34% 35%
36% 38% 40% 42% 43% 43% 43% 42%
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26
Private Sector Banks Public Sector Banks NBFCs Others
Source: CIBIL, Crisil Intelligence
As of Fiscal 2025 and the first quarter of Fiscal 2026, private sector banks have the largest share in overall MSME
portfolio at 42% whereas public sector banks have 35% share. The share of NBFCs in overall MSME portfolio
has increased from 11% as of Fiscal 2019 to 16% as of the first quarter of Fiscal 2026. Going forward, NBFCs
are expected to drive the growth of MSME lending and increase its share in overall MSME credit, with banks
following closely.
MSME credit for NBFCs with smaller ticket size of less than ₹ 1.0 million reached ₹ 535 billion as of Fiscal
2025 with a CAGR (Fiscal 2019 to 2025) of 19%.
The majority of micro scale businesses require loans with a ticket size of less than ₹ 1.0 million representing
approximately 12% of overall MSME credit outstanding (reported to Commercial bureau), highlighting a
significant gap in addressing the needs of this segment.
Despite the large demand, only a very limited number of organized NBFCs or banks serve these customers.
Barriers to entry in this market include high operational costs for servicing small-ticket loans, nuanced
underwriting owing to limited or no available credit histories of borrowers, limited availability of data for
179underwriting and stringent regulatory requirements, which make it challenging for new entrants to effectively
cater to this underserved segment. These discrepancies present a significant opportunity for financial institutions
to address the unmet needs of this sector.
(In ₹billion)
535
520
491
382
310
279
217
191
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26
Source: CIBIL, Crisil Intelligence
NBFCs’ share witnessed a rise in MSME loans portfolio of ticket size less than ₹ 1.0 million
5% 6% 7% 7% 8% 7% 8% 8%
5% 6% 7% 8% 9% 12% 15% 15%
53% 48% 45% 43% 44%
45%
48% 49%
37% 40% 41% 42% 40% 36%
30% 28%
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26
Private Sector Banks Public Sector Banks NBFCs Others
Source: CIBIL, Crisil Intelligence
Share of NBFCs in MSME loans (Ticket size less than ₹ 1.0 million) increased to 15% as of the first quarter
of Fiscal 2026
The share of banks in MSME loans portfolio of ticket size less than ₹ 1.0 million declined from 90% as of Fiscal
2019 to 77% as of the first quarter of Fiscal 2026 as private sector banks shifted their focus towards larger ticket
size MSME loans. However, this has led to more opportunities opening for NBFCs in small ticket size MSME
loans with market share of NBFCs in MSME loans portfolio of ticket size less than ₹ 1.0 million increasing from
5% as of Fiscal 2019 to 15% as of Q1 Fiscal 2026.
Region-wise MSME credit in various ticket sizes as of the first quarter of Fiscal 2026
Up to 0.5 0.5 million to 1 million to 1.5 million to More than 2.5
Region Total
million 1 million 1.5 million 2.5 million million
Metro 36% 27% 33% 37% 45% 43%
Urban 22% 23% 23% 24% 25% 24%
180Up to 0.5 0.5 million to 1 million to 1.5 million to More than 2.5
Region Total
million 1 million 1.5 million 2.5 million million
Semi Urban 23% 28% 26% 24% 19% 20%
Rural 12% 16% 13% 11% 8% 9%
Not identified 7% 5% 4% 3% 3% 3%
Total 100% 100% 100% 100% 100% 100%
Note: Above figures are in ₹ billion as of the first quarter Fiscal 2026
Source: CIBIL, Crisil Intelligence
Semi-urban and rural region have cumulative market share of 29% in overall MSME credit as of Q1 Fiscal
2026 (in ₹ billion)
The cumulative market share of semi-urban and rural region in overall MSME credit has increased from 25% as
of Fiscal 2019 to 29% as of the first quarter of Fiscal 2025. Rural and semi urban areas have higher share in lower
ticket sizes up to ₹ 1.5 million as compared to higher ticket sizes that are above ₹ 1.5 million.
SECURED MSME LOANS
Secured MSME loans (Commercial) reached ₹ 8.21 trillion as of the first quarter of Fiscal 2026
Secured MSME loans portfolio increased from ₹ 3.92 trillion as of Fiscal 2019 to ₹ 7.97 trillion as of Fiscal
2025 thereby reporting a CAGR of 12.5% during the same period. As of the first quarter of Fiscal 2026, Secured
MSME loans portfolio has reached ₹ 8.2 trillion. The growth in Overall Secured MSME loans portfolio was
driven by growth in loan term loans and property loans.
Secured MSME loans grew at CAGR of 12.5% between Fiscals 2019 and 2025
(In Rs. trillion) 8.21
7.97
6.88
6.32
5.46
4.77
4.43
3.92
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26
Note: Above data includes secured MSME loans reported by lenders to the commercial bureau.
Source: CIBIL, Crisil Intelligence
181NBFCs’ share in Secured MSME Credit (Commercial) has increased to 31% as of the first quarter of Fiscal
2026
18% 17% 17% 16% 16% 15% 14% 14%
22% 25% 25% 24% 23% 27% 30% 31%
34% 35% 36% 38% 40% 37% 36% 35%
26% 23% 22% 21% 21% 22% 21% 20%
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26
Public Sector Banks Private Sector Banks NBFCs Others
Note: Above data includes secured MSME loans reported by lenders to the commercial bureau.
Source: CIBIL, Crisil Intelligence
Private Sector Banks and NBFCs have lowest GNPA% in Secured MSME Credit (Commercial) as of the
first quarter of Fiscal 2026
Players Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Q1 Fiscal
2019 2020 2021 2022 2023 2024 2025 2026
Public Sector 20.0% 20.4% 20.1% 20.3% 17.7% 16.2% 12.9% 13.0%
Banks
Private Sector 4.0% 3.8% 4.2% 4.1% 3.6% 3.5% 2.8% 2.7%
Banks
NBFCs 4.4% 6.9% 9.0% 9.2% 7.1% 5.5% 4.0% 4.2%
Others 20.7% 21.1% 21.4% 21.8% 20.1% 19.1% 17.4% 17.6%
Overall 11.2% 11.3% 11.8% 11.6% 10.1% 9.1% 7.3% 7.3%
Note: Above data includes secured MSME loans reported by lenders to the commercial bureau.
Source: CIBIL, Crisil Intelligence
MSME HYPOTHECATION LOAN
MSME Hypothecation Loans witnessed a CAGR of approximately 12.8% between Fiscal 2019 to Fiscal
2025
(In ₹trillion)
3.4
3.4
3.0
2.5
2.0
1.8 1.8
1.6
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26
Note: MSME hypothecation loan portfolio includes Hypothecated credit products provided to MSMEs and reported to Commercial bureau.
Source: CIBIL, Crisil Intelligence
MSME Hypothecation Loan segment, which included Auto Loans, Commercial Vehicle Loan, Equipment
Financing, Healthcare Finance, Demand Loan, Export Bill Discounting, Purchased and Advances against, Hire
182Purchase, Inland Bill Discounting and Purchased, Packing Credit and Seller Financing in India (reported to
Commercial bureau), stood at ₹ 3.4 trillion as of Fiscal 2025, witnessing a CAGR of 12.8% from Fiscal 2019. As
of the first quarter of Fiscal 2026, overall Hypothecation Loan segment stands at ₹ 3.4 trillion.
Private Sector Banks and NBFCs have led the growth in MSME Hypothecation Loan Segment at
approximately 14% to 15% each between Fiscal Year 2019 to 2015
CAGR Fiscal
5% 5% 6% 5% 4% 3% 3% 3% 2019 to 2025
21% 21% 21% 20% 20% 23% 23% 23% 14.5
%
56% 57% 57% 58% 60% 59% 60% 60% 14.3
18% 16% 17% 16% 15% 14% 14% 13% 7.6%
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26
Public Sector Banks Private Sector Banks NBFCs Others
Note: MSME hypothecation loan portfolio includes Hypothecated credit products provided to MSMEs and reported to Commercial bureau.
Source: CIBIL, Crisil Intelligence.
Among lenders, private sector banks and NBFCs witnessed the fastest growth during Fiscals 2019 to 2025,
growing at a CAGR of approximately 14% to 15% in the MSME Hypothecation Loan segment. Private Sector
banks accounted for the highest share in credit outstanding with a share of approximately 60% followed by NBFCs
accounting for approximately 23% share as of the first quarter of Fiscal 2026.
Among lenders, Private Banks had the best asset quality in MSME Hypothecation Loan Segment as of
Fiscal 2024
Among lenders, Private had the best asset quality in the MSME Hypothecation Loan segment with 90+ DPD at
2.7% as of Fiscal 2025 and they dominate the market share for these loans as depicted in the previous chart.
NBFCs’ 90+ DPD stands at 9.6% as of Fiscal 2024. Further, Public sector banks have a small market share in
these loans and they have the highest gross non performing asset among lenders.
Among lenders, Private Banks had the best asset quality in MSME Hypothecation Loan Segment as of
Fiscal 2025 (GNPA - 90+DPD)
Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Q1 Fiscal
Players
2019 2020 2021 2022 2023 2024 2025 2026
Public Sector 18.5% 20.8% 19.1% 30.8% 28.6% 24.9% 16.6% 16.4%
Banks
Private Sector 3.4% 3.8% 4.6% 4.2% 3.2% 2.7% 2.7% 2.6%
Banks
NBFCs 5.3% 9.1% 10.6% 11.9% 10.0% 9.7% 11.5% 11.8%
Others 18.2% 19.0% 18.5% 20.3% 17.0% 15.0% 12.7% 11.7%
Overall 7.3% 8.5% 9.1% 11.0% 9.0% 7.9% 7.0% 6.9%
Note: MSME hypothecation loan portfolio includes Hypothecated credit products provided to MSMEs and reported to Commercial bureau.
Source: CIBIL, Crisil Intelligence
1837% 7% 7% 8% 8% 9% 9% 9%
17% 17% 18% 18% 18% 19% 20% 20%
23% 23% 23% 24% 24% 25% 25% 25%
51% 50% 49% 48% 47% 45% 43% 43%
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26
Metro Urban Semi Urban Rural Not identified
Note: MSME hypothecation loan portfolio includes Hypothecated credit products provided to MSMEs and reported to Commercial bureau.
Source: CIBIL, Crisil Intelligence
Semi-Urban and Rural regions held a total share of 24% in Fiscal 2019 which has grown to 29% as of Fiscal
2025 in MSME Hypothecation Loan Segment.
Metro regions accounted for the highest share in MSME Hypothecation Loan Segment, accounting for 43%
market share followed by Urban regions accounting for 25% share and semi-urban regions accounting for 20%
market share.
UNSECURED MSME LOANS
Unsecured MSME Loans witnessed a CAGR of approximately 12.2% from Fiscal 2019 to 2025
(In ₹trillion)
19.14 19.36
16.76
14.72
12.61
11.30
9.60 10.04
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26
Note: Unsecured MSME loan portfolio includes unsecured credit products provided to MSMEs and reported to Commercial bureau.
Source: CIBIL, Crisil Intelligence
Overall Unsecured MSME Loan segment in India, stood at ₹ 19.14 trillion as of Fiscal 2025, witnessing a CAGR
of 12.2% from Fiscal 2019. As of the first quarter of Fiscal 2026, overall Unsecured MSME Loan segment stands
at ₹ 19.36 trillion
Unsecured MSME - The share of loans more than ₹ 2.5 million increased between Fiscal 2019 and Fiscal
2025 have grown from 61% to 75%
Among ticket brackets, the share of loans more than ₹ 2.5 million reached to 76% in the first quarter of Fiscal
2026 from 61% in Fiscal 2019.
184Trend of ticket-wise share
61.0% 61.3% 61.7% 64.6% 67.4% 70.7% 75.0% 76.2%
2.9% 2.9% 2.9%
56 .. 42 %% 56 .. 83 %% 66 .. 47 %% 662 ... 449 %%% 663 ... 640 %%%
663 ... 742 %%%
63 .. 42 %% 63 .. 42 %%
24.5% 23.7% 22.2% 19.7% 16.6% 12.9% 86 .. 94 %% 76 .. 84 %%
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26
<0.5 mn 0.5 mn to 1.0 mn 1.0 mn to 2.0 mn 2.0 mn to 2.5 mn >2.5 mn
Note: Unsecured MSME loan portfolio includes unsecured credit products provided to MSMEs and reported to Commercial bureauSource:
CIBIL, Crisil Intelligence
NBFCs witnessed the fastest growth among lenders from Fiscal 2019 to 2025, while public banks accounted
for the highest share in overall Unsecured MSME Loan Segment
As of the first quarter of Fiscal 2026, among lenders, Public Sector banks accounted for the highest share in credit
outstanding with a share of approximately 44% followed by Private Sector banks accounting for approximately
42% share. NBFCs have increased their share from 4% in Fiscal 2019 to 8% in the first quarter of Fiscal 2026.
NBFCs witnessed the fastest growth among lenders from Fiscal 2019 to 2025
CAGR Fiscal
2019 to 2025
5% 6% 6% 6% 6% 6% 5% 5%
4% 5% 5% 5% 6% 8% 8% 8% 24.6%
33%
35% 38% 41% 42% 42% 42% 42%
17.1%
57% 54% 50% 48% 46% 44% 44% 44% 7.3%
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26
Public Sector Bank Private Sector Bank NBFCs Others
Note: Unsecured MSME loan portfolio includes unsecured credit products provided to MSMEs and reported to Commercial bureau.
Source: CIBIL, Crisil Intelligence
Among lenders, Private Banks had the best asset quality (90+ DPD) in Unsecured MSME Loan Segment
as of Fiscal 2025
Players Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Q1 Fiscal
2019 2020 2021 2022 2023 2024 2025 2026
Public Sector 14.2% 15.4% 15.6% 17.2% 16.0% 14.4% 11.8% 11.8%
Bank
Private Sector 5.9% 6.7% 7.3% 6.6% 5.7% 5.7% 5.7% 5.6%
Bank
NBFCs 5.7% 7.9% 8.4% 10.7% 9.0% 7.5% 9.2% 10.1%
Others 9.9% 12.5% 12.9% 11.8% 10.9% 11.4% 9.8% 10.8%
Overall 10.9% 11.8% 11.9% 12.2% 11.0% 10.0% 8.9% 9.0%
185Note: Unsecured MSME loan portfolio includes unsecured credit products provided to MSMEs and reported to Commercial bureau.
Source: CIBIL, Crisil Intelligence
Among lenders, Private Banks had the best asset quality in the Unsecured MSME Loan segment with 90+ DPD
at 5.7% as of Fiscal 2025, this was followed by NBFCs with 90+ DPD at 10.1%.
Semi-Urban and Rural Regions grew from 27% share in Fiscal 2019 to 31% share in Unsecured MSME
Loan Segment as of Fiscal 2025
Metro regions accounted for the highest share in Unsecured MSME Loan Segment, accounting for approximately
40% market share followed by Urban regions accounting for approximately 26% share and semi-urban regions
accounting for approximately 22% market share.
3% 3% 3% 3% 4% 3% 3% 3%
7% 8% 8% 8% 9% 9% 9% 10%
20% 20% 21% 21% 21% 21% 22% 22%
26% 25% 26% 26% 26% 26% 26% 26%
43% 43% 43% 42% 41% 41% 40% 40%
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26
Metro Urban Semi Urban Rural Not identified
Note: Unsecured MSME loan portfolio includes unsecured credit products provided to MSMEs and reported to Commercial bureau.
Source: CIBIL, Crisil Intelligence
GROWTH DRIVERS FOR MSME CREDIT
Large and increasing credit gap in the MSME segment
As per estimates, less than 15% of approximately 70 million odd MSMEs have access to formal credit in any
manner as of March 2022. High risk perception and the prohibitive cost of delivering services physically have
constrained traditional institutions’ ability to provide credit to underserved or unserved MSMEs and self-
employed individuals historically. As a result, they resort to credit from informal sources. This untapped market
offers huge growth potential for financial institutions. As stated earlier, the credit gap was estimated at around ₹
58.4 trillion as of 2017 (Source: IFC report named Financing India’s MSMEs released in November 2018) and is
estimated to have widened further to around ₹ 103 trillion as of Fiscal 2024.
Increased data availability and transparency
With increased digital initiatives by the MSMEs, the shift towards their formalisation and digitisation has created
a plethora of data points for lenders that would help improve the efficacy of credit assessment and gradually enable
provision of credit to hitherto underserved customer segments. This has created a digital footprint of customers,
which can be potentially used for credit decision making, along with other relevant parameters such as customer
demographics, business details, credit score, and personal situation of the borrower. Demonetisation and GST
have further accelerated formalization of the Indian economy.
Advanced underwriting models powered by technology enabling lenders to serve MSMEs through
unsecured loans
Underwriting and technology have become essential growth drivers for unsecured retail loans in MSME sector,
fundamentally changing the way lenders assess risk and streamline processes. Modern underwriting models with
186data analytics leverage alternative data sources such as GST records, bank transaction history, e-commerce sales,
digital payment history, utility bills, etc. This wider data set allows lenders to gauge financial health of the
borrower without formal credit history. Machine learning algorithms analyse patterns with alternative data to
predict default risk, enabling more accurate risk assessments which enables lenders to provide loans to self-
employed individuals without collateral. Moreover, new-age credit scoring models integrate data from multiple
sources, enabling quick assessment without traditional collateral. These dynamic credit scoring models are
particularly beneficial for unsecured lending, where the focus shifts from collateral to creditworthiness.
With the adoption of artificial intelligence and machine learning, lenders are deploying models that continuously
adapt from new data, improving their accuracy in predicting borrower behaviour. AI-powered early warning
systems help lenders detect sign of potential defaults by continuously monitoring loan portfolios. Moreover, real-
time monitoring and post-loan management systems are also enabling lenders to keep a real-time check on the
ongoing financial health of the borrower post-disbursal analysing bank account activity, payment transactions,
and other digital data. This is helping lenders to stay aware of changes in borrower’s financial stability and manage
the risk of unsecured loans.
With advanced underwriting models and adoption of technology, lenders have been able to better serve the self-
employed with unsecured loans with greater efficiency, accuracy and reach. The ability to assess risk quickly and
accurately without collateral has been transformative for MSME financing, helping fill a crucial gap in access to
capital and fuelling growth in this segment.
Increasing access and faster TAT
Due to availability of multiple data points and technology solutions, the lending process involving documentation,
verification and processing of the transactions has evolved and now takes much lesser time. Technology led
enhancements such as use of big data analytics and social media campaigns to acquire customers, use of direct
and derived variables for underwriting, automated processes, minimum documentations, Aadhar based e-KYC,
Account aggregators, flexible repayment options due to simplified real-time digital payments system, have helped
in reducing hassles, increasing access to credit for borrowers and faster TAT.
Growth in branch network of players offering MSME loans
Over past few years, players offering MSME loans have expanded their branch network with the intent to serve a
larger customer base. Share of borrowers from top cities in India has been on a declining trend indicating that
lenders are shifting their focus on MSMEs in rural and semi urban areas. In the future also, Crisil Intelligence
expects lenders with a strong focus on MSME lending and healthy competitive positioning to continue to invest
in branch expansion. With increasing branch network, customer acquisition and credit penetration, share of
MSME loans is also expected to increase.
Increasing competition with entry of new players and partnerships between them
Lenders are increasing the use of digital platforms to help automate and digitize loan sanctioning process however
the borrower is required to possess documents for the initial clearance as stated by the banks. Incumbent traditional
lenders will increasingly leverage the network of their partners and/or digital ecosystem to cross-sell products to
existing customers, tap customers of other lenders, and also cater to new-to-credit customers. This will expand
the market for MSME loans.
Robust government support
The government has special focus on the MSME sector on account of its economic contribution to the economy
and number of people employed in the sector. MSMEs in India come under the purview of Government of India,
Ministry of MSME, Khadi Village and Coir Industries Commission (“KVIC”). The government launched Udyam
Assist Platform (“UAP”) on 11th January 2023 to enhance formalization of the economy. As of 28th June 2024,
19 million informal micro enterprises have joined UAP to come under the formal economy.
Relaxation in the threshold under SARFAESI Act from ₹ 5 million to ₹ 2 million for NBFCs
In the Union Budget 2021 to 2022, for NBFCs with a minimum asset size of ₹ 1 billion, the minimum loan size
eligible for debt recovery under the Securitisation and Reconstruction of Financial Assets and Enforcement of
Security Interest Act (“SARFAESI”) Act, 2002 was proposed to be reduced from the existing level of ₹ 5 million
187to ₹ 2 million. This relaxation is expected to facilitate recovery from stressed books, help the NBFCs to improve
their ability to recover smaller loans and strengthen their overall financial health.
Inclusion of retail and wholesale trade under MSME category
In July 2021, the Ministry of Micro, Small and Medium enterprises decided to include Retail and Wholesale trade
as MSMEs for the purpose of Priority Sector Lending and they would be allowed to be registered on Udyam
Registration Portal. The move is structurally positive from long-term perspective, as it will enable entities
operating in the segment to register on Government’s Udyam portal, participate in government tenders and also
avail financing options/ benefits available to the category.
Prime Minister’s Employment Generation Programme (PMEGP) providing margin money to MSMEs
PMEGP is a credit linked subsidy scheme to provide employment opportunities by establishing new micro
enterprises in the non-farm sector where margin money is provided to MSMEs availing loan from banks to set up
new enterprises. The maximum margin money provided under the scheme for setting up a new project is ₹ 5
million for manufacturing sector and ₹ 2 million for service sector. Geo-tagging for the products and services of
the units set up under this scheme has been initiated. This will help the enterprises with creating market linkages.
Credit Guarantee Fund Scheme extended to cover NBFCs
The government launched the Credit Guarantee Fund Scheme under the aegis of the Credit Guarantee Fund Trust
for Micro and Small Enterprises (CGTMSE) in order to make collateral-free credit available to micro and small
enterprises. In January 2017, the scheme was extended to cover systemically important NBFCs as well.
Other government initiatives addressing structural issues in the MSME market
Some of the other government and regulatory initiatives are detailed below:
• Stand-up India: It facilitates bank loans between ₹ 1 million and ₹ 10 million to at least one scheduled
caste or scheduled tribe borrower and at least one-woman borrower per bank branch for setting up a
greenfield enterprise.
• Make in India: Launched with an intention to make India a global manufacturing hub, which in turn will
provide employment to numerous youths in India
• Mudra loans: Pradhan Mantri Mudra Yojana (PMMY) is an initiative by the government to provide
affordable and collateral-free credit to the non-corporate, non-farm small and micro-enterprises. PMMY
provides loans under three categories: Shishu loans up to ₹ 50,000 for startups or new ventures; Kishore
loans between ₹ 50,000 to ₹ 5,00,000 for businesses that need further growth; and Tarun loans between ₹
5,00,000 to ₹ 10,00,000 for business expansion. Mudra loans have relatively low interest rates and entails
a quick and easy processing of loans.
• 59-minute loan: Online marketplace that provides in-principal approval to MSME loans up to ₹ 10 million
in 59 minutes.
• Unified Payments Interface 2.0 (UPI 2.0): Real-time system for seamless money transfer from account
• Trade Receivables Discounting System (TReDS): Institutional mechanism to facilitate financing of trade
receivables of MSMEs from corporates and other buyers through multiple financiers.
• Factoring Regulation: In an amendment to Factoring Regulation Act, 2011, the Lok Sabha passed the
Factoring Regulation (Amendment) Bill in July 2021
Further, there have been several schemes by the government such as Scheme for Promotion of Innovation, Rural
Industries and Entrepreneurship, Scheme of Fund for Regeneration of Traditional Industries, Micro and Small
Enterprises-Cluster Development Programme, MSME Champions Scheme, etc.
Key success factors for NBFCs offering MSME Loans
• Ability to dive into deeper geographies with a strong branch network: Players need to have a clear and
deeper understanding of their target customer segment, the markets they operate in and develop a strong
local network. The deeper understanding and presence of inhouse sales team for direct sourcing within the
segment also leads to lower customer churn.
188• Focussed approach to tap underserved niche borrower segments: MSME focussed lenders need to
build a portfolio with deep understanding of the target segment and market. Specific tailor-made lending
products for MSMEs with easier data availability to help lenders take a focussed approach.
• Strong underwriting capabilities: MSMEs tend to generally be more impacted by vagaries of the business
cycle given their limited financial wherewithal and/or reliance on larger buyers. On account of limited data
to support credibility of the MSME borrower, lenders are now using alternate methods of underwriting like
cash flow analysis to strengthen their underwriting capabilities.
• On-the-ground presence to manage collections and maintain portfolio quality: Additionally, given that
players in the segment also cater to a relatively riskier profile, a strong focus on collections and monitoring
risk of default at customer level is vital to manage asset quality. Direct Sourcing allows control over the
quality of customers and processes involved for disbursement, which can lead to better asset quality, as
compared to other methods of customer acquisition.
• Collateral risk management: Properties that are used as collateral for MSME loans sometimes lack proper
property titles, especially in the outskirts of large cities, semi-urban and rural areas.
• Physical presence: It is vital to have physical presence to cater to underserved and underbanked segments
like MSMEs which still prefers to have in-person interactions and understand various nuances which are
involved in lending. Physical presence with some extent of digitization will enable NBFCs to grow and
serve in the market.
Lending to MSMEs involves challenges such as limited financial records, small loan sizes, restricted access to
traditional banks and financial institutions, and reluctance to provide property as collateral for smaller loans,
making it difficult to underwrite loans for such customers.
Building expertise in cluster-based approach requires considerable investment of time and resources and presents
a notable challenge for new entrants to replicate in this sector.
SECURED MSME (LAP)
Secured MSME (LAP) portfolio
The LAP segment grew at a strong pace with portfolio outstanding registering a CAGR of approximately 16%
from Fiscal 2019 to Fiscal 2025. LAP portfolio increased from ₹ 4.8 trillion as of Fiscal 2019 to ₹ 12.6 trillion as
of Fiscal 2025 and reached ₹ 13.1 trillion as of the first quarter of Fiscal 2026.
A secured MSME (LAP) loan can be obtained by mortgaging residential or commercial real estate with the lender.
The loan product can be used for personal or business objectives, and both salaried and self-employed individuals
are eligible to apply. The main purpose of the loan is not strictly regulated as it offers the financier security in the
form of real estate. LAP offers a lower interest rate than a personal or corporate loan. Self-employed borrowers
are provided unsecured MSME loans in the absence of collateral.
Over the last few years, expansion in branch network, more data availability and government initiatives like GST,
Udyam, and increasing formalization of the MSME segment has led to increasing focus of lenders, especially the
NBFCs, on this space. NBFCs (including HFCs, NBFC-Fintech) enjoy a market share of 40% as of March 2025
in overall secured MSME portfolio outstanding. Crisil Intelligence expects the growth rate to moderate in coming
fiscals albeit with a high growth of 16% to 18% CAGR until Fiscal 2027 where LAP portfolio outstanding will
be approximately 17 to 18 trillion.
189Secured MSME (LAP) portfolio outstanding is projected to grow by 16% to 18% over Fiscals 2025 to 2027
₹trillion 17 to18
13.11
12.65
10.31
8.27
6.94
6.02
4.80 5.06
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26 FY27P
Note: P: Projected, Source: CIBIL, Crisil Intelligence
Share of LAP outstanding with ticket size < ₹ 1.5 million has been increasing in the overall pie
75% 72% 69% 67% 67% 68% 69% 69%
10% 11% 11% 11% 11% 10% 10%
9%
6% 6% 7% 7% 7% 7% 7% 7%
6% 7% 8% 9% 9% 9% 8% 8%
4% 4% 5% 6% 6% 6% 5% 5%
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26
< 0.5 mn 0.5 mn to 1.0 mn 1.0 mn to 1.5 mn 1.5 mn to 2.5 mn > 2.5 mn
Source: CIBIL, Crisil Intelligence
The share of ticket size less than ₹ 1.5 million in overall LAP portfolio outstanding has increased from 16% as of
Fiscal 2019 to 20% as of Q1 Fiscal 2026. Ticket size greater than ₹ 2.5 million has declined from 75% as of Fiscal
2019 to 69% as of the first quarter of Fiscal 2026 which reflects growing demand for small ticket size loans against
property.
190Private banks have the highest share of LAP portfolio outstanding
9% 10% 10% 10% 10% 10% 9% 9%
41% 33% 35% 34% 34% 37% 40% 40%
40% 45% 45% 45% 46% 44% 42% 42%
9% 12% 10% 11% 10% 9% 9% 9%
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26
Public Sector Banks Private Sector Banks NBFCs Others
Note: NBFCs include NBFC-Fintechs Source: CIBIL, Crisil Intelligence
The lender-wise portfolio for Loan Against Property (LAP) has remained relatively stable across all players.
However, NBFCs experienced a temporary setback in Fiscal 2020 due to the COVID-19 pandemic, resulting in a
loss of market share. Nevertheless, they have since regained momentum, and their share in the LAP market has
rebounded to 40% in the first quarter of Fiscal 2026, returning to pre-pandemic levels.
Private sector banks and NBFCs have highest share in LAP portfolio with ticket size < ₹ 0.5 million as of
Q1 Fiscal 2026
13% 11% 9% 7%
17%
29% 35%
33% 22% 47%
5% 10% 13%
18%
7%
22% 16%
31%
13%
23%
29% 31% 25%
19% 15%
< 0.5 mn 0.5 mn to 1.0 mn 1.0 mn to 1.5 mn 1.5 mn to 2.5 mn > 2.5 mn
HFC NBFCs PSU Private Others
Note: NBFCs include NBFC-Fintechs Source: CIBIL, Crisil Intelligence
Among various ticket sizes of LAP portfolio, NBFCs have their highest share in smaller ticket size loans of less
than ₹ 0.5 million at 31% as of the first quarter of Fiscal 2026. However, private sector banks remain dominant in
all the ticket sizes especially in the ticket size bucket of more than ₹ 1.5 million considered in the LAP portfolio
as of the first quarter of Fiscal 2026.
191Share of semi-urban and rural areas in LAP portfolio outstanding has been increasing while share of
private banks have remained range bound
3% 4% 5% 6% 6% 7% 8% 8%
11% 13% 13% 15% 16% 17% 18% 18%
20% 21% 21% 21% 22% 22% 22% 22%
62% 60% 58% 57% 55% 53% 52% 52%
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26
Metro Urban Semi Urban Rural Not identified
Source: CIBIL, Crisil Intelligence
NTC customers comprised of 9% in MSME Secured (LAP) portfolio in the first quarter of Fiscal 2026
Lenders are utilizing technologies like AI, ML, and alternative credit scoring mechanisms to determine customer’s
creditworthiness. These non-traditional data points are assisting in the underwriting process for customers with
limited credit history. The share of MSMEs obtaining secured loans who are new to credit is 9% in the first quarter
of Fiscal 2026 indicating the increasing penetration levels in this target segment.
Trend in NTC customers for LAP portfolio from Fiscal 2019 to the first quarter of Fiscal 2026
18%
16%
14%
13%
12%
11%
10%
9%
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26
Source: CIBIL, Crisil Intelligence
192Uttar Pradesh, West Bengal and Bihar accounts for approximately 35% of secured MSME (“SORP”)
addressable market size with ATS < ₹ 0.5 million
Uttarakhand, 1% Others, 5% Himachal Pradesh,
Chhattisgarh, 1% 0%
Delhi, 2%
Haryana, 2% Uttar
Telangana, 3%
Pradesh,
Punjab, 3%
15%
Odisha, 3%
West
Assam, 4%
Bengal, 11%
Karnataka, 4%
Bihar, 9%
Kerala, 4%
Andhra Pradesh, 4%
Madhya Pradesh, 4% Maharashtra, 7%
Gujarat, 5% Tamil Nadu, 6% Rajasthan, 6%
Source: Crisil Intelligence
Large addressable market exists in Uttar Pradesh, West Bengal, Bihar, Maharashtra, Rajasthan, Tamil Nadu,
Gujarat, Madhya Pradesh, Andhra Pradesh, Kerala, Karnataka and Assam accounting for almost 79% of the total
secured MSME (SORP) addressable market with average ticket size less than ₹ 0.5 million.
Average ticket size (ATS) increased for all lenders from Fiscal 2019 to the first quarter of Fiscal 2026
During Fiscal 2025, NBFCs recorded the average ticket size of ₹ 2.20 and 2.65 million respectively, trailed by
Private Banks, HFCs and Public sector banks.
Trend in average ticket size of LAP for all lenders from Fiscal 2019 to the first quarter of Fiscal 2026
ATS (In ₹ Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Q1 Fiscal
Million) 2019 2020 2021 2022 2023 2024 2025 2026
Public sector 1.98 1.95 1.75 2.59 1.86 2.13 2.22 2.70
banks
Private sector 2.14 2.05 1.78 2.69 2.02 2.18 2.62 3.03
banks
NBFCs 2.48 1.58 1.75 2.36 1.96 2.07 2.20 2.62
HFCs 2.55 2.03 1.59 2.00 1.58 1.58 1.67 1.93
Others 2.04 1.93 1.35 1.73 1.62 1.86 1.76 1.80
Industry 2.25 1.94 1.68 2.33 1.86 1.99 2.17 2.50
Note: NBFCs include NBFC-Fintechs, Average ticket size is calculated as sum of sanctioned amount divided by number of trades during a
given fiscal.
Source: CIBIL, Crisil Intelligence
Private banks had the best asset quality among major lenders with 90+ DPD at 1.4% as of the first quarter
of Fiscal 2026
Asset quality for all lenders deteriorated in Fiscal 2021 due to the pandemic where income of the borrowers was
impacted which led to rise in GNPA numbers. With continued improvement in economic activity, better collection
efficiency and strong credit growth, GNPA level started improving. As of Fiscal 2025, the GNPA ratio for LAP
industry stood at 3.2%. Private Banks and NBFCs exhibited better asset quality compared to the industry level.
NBFCs’ LAP NPA% is lower than the industry as of the first quarter of Fiscal 2026
Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Q1 Fiscal
Players 2019 2020 2021 2022 2023 2024 2025 2026
HFC 2.3% 4.5% 6.6% 8.0% 4.7% 4.9% 3.3% 3.8%
NBFC 5.1% 7.3% 7.3% 8.0% 5.1% 3.7% 3.0% 3.2%
193Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Q1 Fiscal
Players 2019 2020 2021 2022 2023 2024 2025 2026
Public Sector 6.7% 7.3% 7.8% 7.7% 6.9% 5.4% 4.4% 4.6%
Banks
Private Sector 2.1% 2.2% 3.1% 2.3% 2.1% 1.8% 1.5% 1.4%
Banks
Others 4.7% 7.1% 12.6% 12.3% 14.8% 10.2% 9.8% 11.6%
Overall 3.4% 4.4% 5.8% 5.9% 4.8% 3.9% 3.2% 3.4%
Source: CIBIL, Crisil Intelligence
GNPAs (90+ DPD) of LAP portfolio for ticket size bucket less than ₹ 0.5 million is the highest among all the
ticket sizes
Notably, while the Gross Non-Performing Assets (“GNPA”) of the Loan Against Property (“LAP”) portfolio with
a ticket size of less than ₹ 0.5 million remains the highest. The gap among all ticket sizes has narrowed
substantially from Fiscal 2023, suggesting a return to pre-pandemic norms as the Covid-19 impact subsides. The
highest improvement can be noted in ticket size less than 0.5 million. The asset quality has slightly deteriorated
in the first quarter of Fiscal 2026 for all ticket sizes.
Smaller ticket size loans are typically given to individuals or businesses with limited credit history, stable income
source or established financial background. Moreover, the borrowers in this segment are often vulnerable to
economic shocks such as job loss, medical emergencies, economic downturns, etc. which adds to deterioration of
the asset quality in small ticket size loans portfolio. However, improved credit scoring models, detailed cash flow
analysis, enhanced monitoring and early warning systems, adoption of artificial intelligence and machine learning,
alternative data sources, digitization, improved recovery mechanisms, partnership and risk sharing models are
enabling the lenders in keeping the NPAs of small ticket loans portfolio range bound.
Asset quality: 90+ Days Past Due (“DPD”) across various ticket sizes
Players (in Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Q1 Fiscal
million) 2019 2020 2021 2022 2023 2024 2025 2026
<0.5 5.3% 6.2% 7.5% 7.8% 7.3% 5.3% 5.6% 6.4%
0.5 to 1.0 3.5% 4.3% 5.2% 5.2% 5.7% 4.7% 3.7% 4.5%
1.0 to 1.5 2.8% 3.6% 4.6% 4.3% 4.0% 3.7% 3.0% 3.4%
1.5 to 2.5 2.8% 3.6% 4.8% 4.5% 4.0% 3.1% 2.8% 3.1%
> 2.5 3.4% 4.5% 6.1% 6.2% 4.7% 3.8% 3.0% 3.1%
Overall 3.4% 4.4% 5.8% 5.9% 4.8% 3.9% 3.2% 3.4%
Source: CIBIL, Crisil Intelligence
BUSINESS LOANS – SECURED AND UNSECURED
Note: Business loans considered in this section are business loans – secured, business loans – unsecured and business loans
– general which are reported to consumer bureau. For the analysis, CRISIL has considered Business loan – unsecured and
business loan – general as unsecured business loans.
SECURED BUSINESS LOANS
Secured Business Loans has witnessed robust growth in India
Secured Business Loans grew exponentially from ₹ 276 billion as of Fiscal 2019 to ₹ 3,863 billion as of Fiscal
2025, recording a CAGR of 556% during the same period. This growth is being driven by increasing demand for
business loans among the growing number of entrepreneurs, startups and established businesses. Moreover, easy
access to funds, multiple financing options and digitization are also driving the growth of this segment.
194Secured Business Loans grew at CAGR of 55% between Fiscals 2019 and 2025
3,863 3,912
2,685
1,717
1,097
638
460
276
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26
Source: CIBIL, Crisil Intelligence
NBFCs have the largest share in secured business loans for all ticket sizes up to ₹ 2.5 million (in the first
quarter of Fiscal 2026)
23% 28% 24%
43% 42%
5% 1%
8% 5%
10%
7% 7% 43%
8% 12%
63%
57%
42% 40%
32%
< 0.5 mn 0.5 mn to 1 mn 1 mn to 1.5 mn 1.5 mn to 2.5 mn > 2.5 mn
NBFCs PSUs PVTs Others
Note: NBFCs include HFCs Source: CIBIL, Crisil Intelligence
NBFCs’ share in Secured Business Loans has increased to 28% as of the first quarter of Fiscal 2026
14.5% 13.9%
24.5% 25.0% 22.9% 19.3% 19.3%
34.1%
29.4%
35.8% 26.7% 23.8% 21.2% 32.0% 32.1%
31.4%
26.1%
20.7% 32.6% 28.7% 20.3% 20.3%
7.4% 32.0%
29.0% 24.1% 27.1% 22.5% 29.8% 28.4% 28.3%
16.8%
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26
NBFCs PSUs PVTs Others
Note: NBFCs include HFCs Source: CIBIL, Crisil Intelligence
195GNPA% of NBFCs in Secured Business Loans has reduced from 23% as of Fiscal 2019 to 5.3% as of the
first quarter of Fiscal 2026. Private Banks have the best asset quality with GNPA at 2.4% as of the first
quarter of Fiscal 2026
Lender Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Q1
2019 2020 2021 2022 2023 2024 2025 Fiscal
2026
NBFCs 22.9% 22.4% 20.5% 21.0% 12.2% 5.4% 5.2% 5.3%
PSUs 13.4% 25.6% 30.4% 40.1% 34.7% 29.4% 17.9% 18.0%
Private 32.9% 4.8% 5.7% 4.1% 4.8% 4.1% 2.9% 2.4%
Banks
Others 17.5% 22.0% 13.5% 17.1% 16.5% 8.9% 9.0% 10.1%
Industry 23.7% 18.2% 14.2% 21.5% 17.2% 11.8% 7.6% 7.6%
Source: CIBIL, Crisil Intelligence
UNSECURED BUSINESS LOANS
Unsecured business loans are preferred by borrowers for ticket size less than ₹ 0.5 Million
As of the first quarter of Fiscal 2026, 51% of loans with ticket size less than ₹ 0.5 million are unsecured business
loans, followed by loans against property at 31% and secured business loans at 19%. Although during covid
pandemic, share of loans against property increased but as economic activities resumed with full throttle post
Fiscal 2023 and income of MSMEs stabilized, the share of unsecured business loans reached its pre pandemic
levels.
54% 50% 51%
67% 63% 69% 63% 62%
32% 34% 34%
29% 31% 24% 28% 25%
4% 6% 7% 10% 13% 14% 15% 15%
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26
Business Loans -Secured Business Loans - Unsecured LAP
Note: Business loans – Unsecured includes Business Loans – General
Source: CIBIL, CRISIL Intelligence
196Unsecured Business loans witnessed a CAGR of approximately 27% from Fiscal 2019 to 2025
8.91
8.60
6.22
3.26
3.05
2.45
2.04 2.05
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26
Note: Unsecured Business Loan portfolio includes business loan general and business loan unsecured reported to Consumer bureau.
Source: CIBIL, CRISIL MI&A
Overall Unsecured Business Loan segment, types of loan undertaken for business related purposes without any
security and collateral, which included general business loans and Unsecured Business loans in India, stood at ₹
8.6 trillion as of Fiscal 2025, witnessing a CAGR of 27% from Fiscal 2019. As of Q1 Fiscal 2026, overall
Unsecured Business Loan segment stands at ₹ 8.9 trillion. The segment has witnessed continuous growth across
fiscals, with the fastest year-on-year growth in outstanding witnessed in Fiscal 2025, Going forward, as per Crisil
Intelligence estimates, it is expected that the segment will grow at a CAGR of 18% to 20% till Fiscal 2027
primarily due to rising number of business enterprises in India and increasing financial penetration in both rural
and urban areas aided by multiple government initiatives in the segment. In the upcoming fiscals, as financiers
are moving to more advance methods of customer underwriting and not just taking credit bureau scores in
consideration, lenders would be able to lend more, significantly helping the segment to grow at a faster pace. The
faster growth will be supported by increasing number of micro businesses and enterprises in rural and semi-urban
regions requiring credit facilities for working capital etc. with the advent of technology, players can digitally
underwrite customers and disburse funds to them.
Around 66% of unsecured business loans are targeted at large ticket sizes of over ₹ 1.5 million as of the first
quarter of Fiscal 2026
Among ticket brackets, the share of loans less than ₹ 0.5 million reached to 16% in Fiscal 2025 from 14% in Fiscal
2019.
This reflects that borrowers prefer unsecured business loans for ticket size less than ₹ 0.5 million over LAP and
secured business loans. Over the years, preference of unsecured business loans for small ticket size loans have
remained high among MSMEs.
197Trend of ticket-wise share
49%
58% 57% 57% 58% 60%
65% 66%
11%
11% 11% 7% 8% 8% 8%
7% 6% 6% 5% 7% 7%
17 0% % 10% 13% 11% 10% 8% 75 %% 74 %%
14% 16% 20% 18% 18% 19% 16% 16%
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26
< 0.5 mn 0.5 mn to 1 mn 1 mn to 1.5 mn 1.5 mn to 2.5 mn > 2.5 mn
Note: Unsecured Business Loan portfolio includes business loan general and business loan unsecured reported to consumer bureau.
Source: CIBIL, CRISIL MI&A
Ticket-size wise share of lenders in Unsecured Business Loans as of the first quarter of Fiscal 2026
6% 6% 8% 8%
15%
21%
28% 29% 24%
33%
18%
18%
27%
20% 53%
56%
47%
32% 36%
15%
< 0.5 mn 0.5 mn to 1 mn 1 mn to 1.5 mn 1.5 mn to 2.5 mn > 2.5 mn
NBFCS PSUs PVT Others
Note: Unsecured Business Loan portfolio includes business loan general and business loan unsecured reported to consumer bureau.
Source: CIBIL, Crisil Intelligence
NBFCs witnessed the CAGR growth of 33% from Fiscal 2019 to Fiscal 2025, while accounting for the 25%
share in overall Unsecured Business Loan Segment
Among lenders in the Unsecured Business Loan segment, NBFCs witnessing a CAGR of approximately 33.0%.
as of Fiscal 2025, among lenders, Public Sector banks accounted for the highest share in credit outstanding with
a share of approximately 42% followed by NBFCs accounting for approximately 25% share and Private Banks
with 25% share.
Public Sector Banks witnessed the fastest growth among lenders from Fiscal 2019 to 2025, while accounting
for the highest share in overall Unsecured Business Loan Segment
Portfolio O/s (₹ Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Q1 CAGR
trillion) 2019 2020 2021 2022 2023 2024 2025 Fiscal
2026
NBFCs 0.38 0.48 0.36 0.46 4.42 6.82 2.11 2.20 33%
Private Banks 0.36 0.40 0.45 0.42 2.19 2.64 0.76 0.78 13%
PSU 0.82 1.04 0.56 1.41 7.52 12.87 3.57 3.70 28%
Others 0.48 0.54 0.68 0.76 4.24 5.04 2.15 2.24 28%
198Note: Unsecured Business Loan portfolio includes business loan general and business loan unsecured reported to consumer bureau.
Source: CIBIL, Crisil Intelligence
Trend of Lender-wise share
24% 22% 25% 23% 18% 25% 25%
33%
40% 43% 27% 46% 41% 47% 42% 42%
18% 16% 22% 12% 10% 9% 9%
14%
19% 19% 18% 15% 24% 25% 25% 25%
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26
NBFCs Others PSU PVTs
Note: Unsecured Business Loan portfolio includes business loan general and business loan unsecured reported to Consumer bureau.
Source: CIBIL, Crisil Intelligence
Among lenders, Private Banks had the best asset quality in Unsecured Business Loan Segment as of Fiscal
2025
Among lenders, Private Banks had the best asset quality in the Unsecured Business Loan segment with 90+ DPD
at 8.9 as of Q1 Fiscal 2026, this was followed by NBFCs with 90+ DPD at 12.3%.
Among lenders, NBFCs had the best asset quality in Unsecured Business Loan Segment as of Fiscal 2025
Lenders Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Q1 Fiscal
2019 2020 2021 2022 2023 2024 2025 2026
NBFCs 8.0% 11.5% 17.1% 19.5% 12.8% 11.1% 11.3% 12.3%
Others 6.4% 8.4% 16.8% 18.9% 19.1% 19.5% 18.9% 20.7%
PSU 33.4% 44.8% 29.5% 35.8% 25.9% 21.6% 18.1% 18.1%
Private 5.8% 7.5% 11.6% 12.0% 10.1% 10.5% 8.2% 8.9%
Banks
Industry 17.4% 24.3% 18.6% 25.1% 18.3% 16.8% 14.0% 14.6%
Note: Unsecured Business Loan portfolio includes business loan general and business loan unsecured reported to consumer bureau.
Source: CIBIL, Crisil Intelligence
Semi-Urban and Rural Regions accounted for 26% share in Fiscal 2019 and grew to 31% share as of Fiscal
Q1 Fiscal 2026 in Unsecured Business Loan Segment
Metro regions accounted for the highest share in Unsecured Business Loan Segment, accounting for
approximately 43% market share followed by Urban regions accounting for approximately 25% share and semi-
urban regions accounting for approximately 22% market share.
199Semi-Urban and Rural Regions accounted for 32% share in Unsecured Business Loan Segment as of Fiscal
2025
4% 4% 4% 1% 1% 1% 1% 1%
8% 8% 10% 10% 10% 10% 10% 10%
18% 18% 22% 22% 22% 21% 21%
22%
22% 21%
21% 23% 25% 25% 25% 25%
48% 49% 44% 45% 43% 42% 44% 43%
FY19 FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26
Metro Urban Semi-Urban Rural Others
Note: Unsecured Business Loan portfolio includes business loan general and business loan unsecured reported to consumer bureau.
Source: CIBIL, Crisil Intelligence
Profitability of NBFC Players present in the Unsecured Business Loan Segment
NBFCs in the Unsecured Business Loan segment operate with yield in the range of 24% to 26%, on average. With
average cost of funds being in the range of 12% to 13%, net interest margins (NIMs) for this segment are in the
range of 12% to 17%. Crisil Intelligence estimates the profitability in this segment to have turned negative in
Fiscal 2025 owing to higher credit costs faced by unsecured players of over leveraging and asset quality. Going
forward, profitability to improve on the back of growth in loan book and increasing operating efficiency.
Key metrics for Unsecured Business Loan Segment
Parameter Fiscal 2022 Fiscal 2023 Fiscal 2024 Fiscal 2025
Yield on advances 25.7% 24.4% 24.6% 25.6%
Cost of Borrowings 12.4% 12.2% 12.2% 13.0%
Net Interest Margins 12.5% 14.2% 16.9% 15.2%
Return on Assets (3.2%) 2.4% 2.9% (1.4%)
ROE (11.8%) 9.5% 11.7% (5.7%)
Sources: Company Reports, Crisil Intelligence
NBFCs operating in the Unsecured Business Loan Segment have been able to command higher margins
(approximately 15.2%) due to higher yield on advances (25.6%), with cost of borrowings at approximately 13%.
However due to higher credit costs in Fiscal 2025, negative ROA of 1.4% was noted.
Key Success Factors in the Unsecured Business Loan Landscape
Higher Interest Rate Margins: Unsecured Business Loans typically carry higher interest rates compared to
secured loans. The higher yield on unsecured loans compensates for the additional risk involved, making it an
attractive option for lenders seeking higher returns.
Technology Adoption: Leveraging technology in credit assessment, loan processing, and monitoring can
streamline operations, reduce costs, and enhance efficiency in Unsecured Business Loan lending. Automated
credit scoring models and digital platforms enable lenders to make faster decisions and serve a larger number of
borrowers.
200Regulatory Support: Government initiatives such as the Credit Guarantee Fund Trust for Micro and Small
Enterprises (CGTMSE) provide support to lenders to offer unsecured credit to MSMEs. These schemes help
mitigate risks for lenders and promote increased lending to small businesses.
Promoting Financial Inclusion: Providing Unsecured credit to micro and small enterprises plays a crucial role
in promoting financial inclusion. Many small businesses lack requisite collateral to avail formal credit. By offering
unsecured credit lenders can reach underserved businesses and support their growth and development.
Customised solutions: By understanding the challenges and aspirations of small businesses, lenders can provide
tailored solutions, Lenders can customize financial products to suit the unique needs and cash flow patterns of
Business loan borrowers, fostering long-term relationships and loyalty.
PEER BENCHMARKING
In this section, Crisil Intelligence has compared the financial and operating performance of NBFCs based on the
Fiscal 2023, Fiscal 2024, Fiscal 2025 and the first half of Fiscal 2026. For analysis, CRISIL has considered the
following MSME focused NBFCs as peers: Five-Star Business Finance Limited, SBFC Finance Limited, Veritas
Finance, Aye Finance, Vistaar Financial Services and Finova Capital.
Aye Finance reported highest 2.5Y CAGR among its peers at 37.4% from Fiscal 2023 to the first half of
Fiscal 2026.
Aye Finance reported a notable 37.4% compounded growth in AUM from Fiscal 2023 to the first half of Fiscal
2026 reaching a total of ₹ 60,276 million. Aye Finance has recorded highest CAGR for 2.5 years of 37.4% followed
by Veritas Finance at 36.9% and Finova Capital at 36.6%.
Assets under management (AUM)
YoY
First First
Assets under YoY Growth
Fiscal Fiscal Fiscal Half of Half of 2.5Y
Management (in ₹ Growth (%)
2023 2024 2025 Fiscal Fiscal CAGR
million) (in %)* (First
2025 2026
Half)
Aye Finance 27,216 44,633 55,339 23.9% 49,798 60,276 37.4% 21.0%
Five Star Business 69,148 96,406 118,770 23.2% 109,272 128,471 28.1% 17.6%
Finance
SBFC Finance 49,428 68,219 87,470 28.2% 77,150 99,380 32.2% 28.8%
Veritas Finance 35,337 57,238 73,487 28.3% 65,170 77,460 36.9% 18.9%
Vistaar Financial 31,325 40,545 49,300 21.5% 45,750 50,470 21.0% 10.3%
Services#
Finova Capital# 16,288 26,560 34,770 30.9% 28,180 35,535 36.6% 26.1%
Note: N.A. – Not Available; (*) - YoY growth from Fiscal 2024 to Fiscal 2025 is denoted; Source: Company reports, #Credit Report, Crisil
Intelligence
Aye Finance has second highest disbursement growth of 7% yoy from Fiscal 2024 to 2025 with Vistaar Financial
Services being at highest yoy growth of 8%.
Disbursements
Disbursements Fiscal 2023 Fiscal 2024 Fiscal YoY First First 2.5Y YoY
(in ₹ million) 2025 Growth Half Half CAGR Growth
(in %)* of of (%)
Fiscal Fiscal (First
2025 2026 Half)
Aye Finance 23,570 39,304 42,045 6.7% 19,883 22,324 (2.1%) 12.3%
Five Star Business Finance 33,914 48,814 49,700 1.8% 25,689 24,860 (11.7%) (3.2%)
SBFC Finance* 22,768 27,930 26,710 (4.4%) 12,060 16,240 (12.6%) 34.6%
Veritas Finance 22,447 37,024 39,331 6.2% 18,380 NA NA NA
Vistaar Financial Services 13,835 16,872 18,290 8.4% NA NA NA NA
Finova Capital 8,973 13,490 13,969 3.6% NA NA NA NA
Note: N.A. – Not Available; (*) For secured MSME product
Source: Company reports, Crisil Intelligence
201Aye Finance's Secured Loan Portfolio: A Dominant Share of AUM
As of the first half of Fiscal 2026, Aye Finance's AUM continued to demonstrate a strong growth trajectory with
a diversified portfolio comprising primarily of secured MSME loans, unsecured MSME loans and other loans.
The AUM mix for the first half of Fiscal 2026 was reported as follows: Secured MSME loans accounted up to
62.0% of the total AUM. Unsecured MSME loans accounted for upto 37.9% of the total AUM.
Aye Finance is a leading NBFC providing business loans to micro-scale enterprises in India with 503,219 active
unique customers across 18 states and 3 union territories. With its diversified portfolio and strong customer base,
Aye Finance is well-positioned to maintain its leadership in the NBFC space. The company's unique positioning
in the micro enterprise lending space, offering a full product line (secured and unsecured) to serve a large
unaddressed customer segment, sets it apart from its peers, including Five-Star Business Finance, SBFC Finance,
Veritas Finance, and Vistaar Financial Services.
AUM Mix (First Half of Fiscal 2026)
AUM Mix as the first half of Fiscal 2026 Secured MSME MSME Unsecured Others
Aye Finance 62% 38% -
Five Star Business Finance 100% - -
SBFC Finance 83% - 17%
Veritas Finance 56% 7% 37%
Vistaar Financial Services 76.7% 23.3% -
Finova Capital 79% 13% 8%
Note:; 1) Others include gold loan, unsecured (personal) loan, consumer durable loan etc.
Source: Company reports, Crisil Intelligence
Aye Finance offers granularity in their portfolio with a strong focus on lower ticket size loans
Aye Finance is technology-enabled pan-India player offering small-ticket loans with an average ticket size of ₹
0.1 to 0.15 million to micro enterprises in semi-urban areas across India, primarily for working capital and
business expansion needs against hypothecation of working assets or against the security of property.
Average Ticket Size as of Fiscal 2025
Players Average Ticket Size (in ₹ million)
Aye Finance 0.10 - 0.18
Five-Star Business Finance 0.3 - 0.5
SBFC Finance* 0.95
Veritas Finance 0.2 - 5
Vistaar Financial Services 2 - 10
Finova Capital 0.4
Note: N.A. – Not Available;* - For Secured MSME; Company reports, Crisil Intelligence
Aye Finance has the second highest number of branches as of First Half of Fiscal 2026 among the peer set
Aye Finance had the second highest number of branches at 568 as of the first half of Fiscal 2026 among the peers
considered and it has grown the network at 15% CAGR from Fiscal 2023 to first half of Fiscal 2026. Five-Star
Finance Business saw the highest growth of approximately 36% in branch growth from Fiscal 2023 to the first
half of Fiscal 2026 having the highest number of branches at 800. Aye Finance’s growth in employee strength is
commensurate to the branch growth between Fiscal 2023 and Fiscal 2025.
Number of branches and number of employees
Branches
Players First Half of First Half of
Fiscal 2023 Fiscal 2024 Fiscal 2025 2.5Y CAGR
Fiscal 2025 Fiscal 2026
Aye Finance 398 478 526 499 568 15.3%
Five-Star Business 373 520 748 660 800 35.7%
Finance
SBFC Finance 152 183 205 192 220 15.9%
Veritas Finance 287 382 438 NA NA NA
202Branches
Players First Half of First Half of
Fiscal 2023 Fiscal 2024 Fiscal 2025 2.5Y CAGR
Fiscal 2025 Fiscal 2026
Aye Finance 398 478 526 499 568 15.3%
Vistaar Financial 211 212 265 NA NA NA
Services
Finova Capital 200 400+ 393 NA NA NA
Source: Company reports, Crisil Intelligence
Players Employees
2.5Y
Fiscal Fiscal Fiscal First Half of First Half of Fiscal
CAG
2023 2024 2025 Fiscal 2025 26
R
Aye Finance 5,724 6,825 9,102 8,388 10,459 27.3%
Five-Star Business 7,347 9,327 11,934 10,366 13,074 25.9%
Finance
SBFC Finance 2,822 3,758 4,294 4,062 4,484 20.3%
Veritas Finance 4,432 6,299 7,796 NA NA NA
Vistaar Financial Services 2,446 2,468 3,187 NA NA NA
Finova Capital 1,988 3,664 4,483 NA NA NA
Source: Company reports, Crisil Intelligence
Aye Finance has the highest geographic diversity among peers with presence in maximum number of states
Aye Finance maintained a balanced and well-diversified pan-India presence across all 4 geographies viz. North,
East, South, and West, making them the fastest growing (in terms of year-on-year growth in AUM in Fiscal 2025)
pan-India MSME lender among the peers considered.
Aye Finance's growth strategy is built around a branch-based, high-touch lending model that caters to underserved
micro-enterprises with a focus on a "phygital" approach to attract and underwrite borrowers who lack formal
financial documents.
Aye Finance is the most geographically diversified lender among the MSME focused peers considered with top 3
states accounting for 41.3% and 42.6% of total AUM as of March 2025 and September 2025, as compared to other
peers among the peers considered. Aye Finance’s AUM has the most diversified footprint in terms of top state
concentration, with no state having more than 15% AUM concentration as of March 2025, which is the lowest
among the peer set SBFC Finance is focusing on secured MSME lending with the next highest presence in India
covering 18 states, and the top state contributing to 16% of the AUM as of September 2025.
Share of top states in AUM as of Sept 2025
First Half of Fiscal 2026
Presence in total Share of top states by AUM
Players Number of Top 5
Top State Top 3 states
States# states
Aye Finance 21 15.8% 42.6% 57.0%
Five-Star Business Finance 11 37.0% 84.0% 98.0%
SBFC Finance* 18 16.4% 40.9% 58.2%
Veritas Finance** 10 43.0% 71.0% N.A.
Vistaar Financial Services 12 37.0% 76.0% 81.0%
Finova Capital 16 N.A N.A N.A.
Fiscal 2025
Presence in total Share of top states by AUM
Players Number of Top 5
Top State Top 3 states
States# states
Aye Finance 21 15.0% 41.3% 55.6%
Five-Star Business Finance 11 38.0% 86.0% 99.0%
SBFC Finance* 18 15.3% 40.4% 87.1%
Veritas Finance** 11 43.0% 71.0% N.A.
Vistaar Financial Services 12 28.0% 63.0% 77.0%
Finova Capital 16 54.0% 74.0% N.A.
203Fiscal 2024
Presence in total Share of top states by AUM
Players Number of Top 5
Top State Top 3 states
States# states
Aye Finance 21 14.1% 40.0% 53.5%
Five-Star Business Finance 9 37.0% 87.0% 98.0%
SBFC Finance* 18 15.3% 40.4% 87.1%
Veritas Finance** 10 41.0% 68.0% N.A.
Vistaar Financial Services 12 39.0% 77.0% 87.0%
Finova Capital 16 N.A. N.A. N.A.
Fiscal 2023
Presence in total Share of top states by AUM
Players Number of Top 5
Top State Top 3 states
States# states
Aye Finance 21 14.9% 40.0% 55.1%
Five-Star Business Finance 9 35.0% 88.0% 99.0%
SBFC Finance* 18 15.3% 40.4% 87.1%
Veritas Finance** 9 43.0% 71.0% N.A.
Vistaar Financial Services 12 28.0% 60.1% 77.7%
Finova Capital 16 N.A. N.A. N.A.
Note: N.A. – Not Available; *: Mix based on number of branches; # States include UTs ** Top 4 states Source: Company reports, Crisil
Intelligence
Aye Finance has seen the highest reduction in the cost to income ratio from Fiscal 2023 (66%) to Fiscal 2025
(50%)
Aye Finance saw a substantial reduction in cost to income ratio from Fiscal 2023 to Fiscal 2025 to the extent of
16%, which was the highest reduction among the peers considered. Aye Finance is achieving economies of scale
through an increasing customer base thereby enabling the lowering of cost to income from Fiscal 2023 to Fiscal
2025. However, the ratio slightly increased to 53% in the first half of Fiscal 2026. Aye Finance's risk-based pricing
strategy helps mitigate the impact of high operating expenses, which can be attributed to Aye Finance's focus on
high-touch lending to micro-enterprises with smaller ticket sizes, which inherently increases operational costs due
to the more personalized and resource-intensive nature of this business model. Despite this, Aye Finance's risk-
based pricing model helps offset its high operating expenses, although profitability was impacted by elevated
credit costs in Fiscal 2025. In comparison to its peers, Aye Finance's cost-to-income ratio remains on the higher
side, provided that Aye Finance has higher number of branches and customers to cater to at a lower ticket size
when compared to its peers.
Cost to Income for players
Players Average Ticket Size as Active Customer Base Active Customer Base
of Fiscal 2025 (Fiscal 2023) (First Half of Fiscal
2026)
Aye Finance ₹ 0.10 - 0.18 million 305,524 586,825
Five Star Business Finance ₹ 0.3 - 0.5 million 293,954 NA
SBFC Finance ₹ 0.95 million - Secured 88,000 184,424
MSME
Veritas Finance ₹ 0.2 – 5 million 116,403 216,000
Vistaar Financial Services ₹ 0.3 – 10 million 39,517 NA
Finova Capital ₹ 0.4 million 48,562 NA
Cost to Income (%)
Players First Half of First Half of
Fiscal 2023 Fiscal 2024 Fiscal 2025
Fiscal 2025 Fiscal 2026
Aye Finance 66.0% 51.0% 50.1% 48% 53%
Five Star Business Finance 34.7% 32.2% 30.9% 30.3% 32.0%
SBFC Finance 49.7% 45.7% 40.0% 40.2% 38.2%
Veritas Finance 45.5% 48.1% 47.9% 51.1% 50.8%
Vistaar Financial Services 52.7% 48.7% 39.2% 43.1% NA
204Cost to Income (%)
Players First Half of First Half of
Fiscal 2023 Fiscal 2024 Fiscal 2025
Fiscal 2025 Fiscal 2026
Finova Capital 43.2% 44.6% 48.3% NA NA
Note: N.A. – Not Available; 1) Cost to Income ratio calculated as operating expenses for the relevant fiscal / period divided by total income
minus interest expense, Operating Expenses include employee expenses, depreciation and amortization, other expenses and fees and
commission expense; * - Investor presentation of respective companies; Source: Company reports, Crisil Intelligence
Aye Finance recorded the highest growth in AUM per branch and highest growth in AUM per employee
between Fiscal 2023 and Fiscal 2025
Aye Finance’s AUM per branch grew at a CAGR of 24% between Fiscal 2023 and 2025 which was the highest
amongst the peers. Also, for Fiscal 2023 to the first half of Fiscal 2026 its CAGR for AUM per branch stood at
19% Further, Aye Finance also achieved the fastest growth in AUM per employee at a CAGR of 13% between
Fiscal 2023 and Fiscal 2025 during the same period. Also, Fiscal 2023 to the first half of Fiscal 2026 CAGR AUM
per employee is at 8%.
Aye Finance's relatively lower absolute AUM per branch and AUM per employee are strategic outcomes of its
business model. The company's specialization in lending micro-enterprises with informal credit histories requires
a large on-the-ground team for customer acquisition and collections. To boost productivity metrics, Aye Finance
is focusing on increasing its AUM per branch by growing its mortgage loan portfolio which will naturally improve
AUM per branch and per employee.
AUM per branch and AUM per employee
AUM per branch (in ₹ million)
First
Players
Fiscal Fiscal Half of
Fiscal 2024 2.5Y CAGR First Half of Fiscal 2025
2023 2025 Fiscal
2026
Aye Finance 68.4 93.4 105 19.2% 99.8 106.1
Five Star Business Finance 185.4 185.4 158.8 (5.6%) 165.6 160.6
SBFC Finance 325.2 372.8 426.7 14.0% 401.8 451.7
Veritas Finance 123.1 149.8 167.8 NA NA NA
Vistaar Financial Services 148.5 191.3 186 NA NA NA
Finova Capital 81.4 88.5 88.5 NA NA NA
Players AUM per employee (in ₹ million)
Fiscal Fiscal 2024 Fiscal 2.5Y CAGR First Half of Fiscal 2025 First
2023 2025 Half of
Fiscal
2026
Aye Finance 4.8 6.5 6.1 7.6% 5.9 5.8
Five Star Business Finance 9.4 10.3 10 1.8% 10.5 9.8
SBFC Finance 17.5 18.2 20.4 9.9% 19.0 22.2
Veritas Finance 8 9.1 9.4 NA NA NA
Vistaar Financial Services 12.8 16.4 15.5 NA NA NA
Finova Capital 8.2 7.2 6.3 NA NA NA
Note: N.A. – Not Available; 1) AUM per branch calculated as AUM for the relevant fiscal year divided by numbers of branches for the relevant
fiscal year, 2) AUM per employee calculated as AUM for the relevant fiscal year divided by numbers of employees for the relevant fiscal year.
Source: Company reports, Crisil Intelligence
Aye Finance recorded the highest growth in disbursement per branch and disbursement per employee
growing from ₹59.2 million to ₹79.9 million between Fiscal 2023 and Fiscal 2025
Aye Finance’ disbursement per branch showed a robust growth between Fiscal 2023 and Fiscal 2025 which was
the highest amongst the peers considered, followed by Veritas Finance. In terms of disbursements per employee,
Aye Finance disburses ₹4.6 million as of Fiscal 2025.
205Disbursement per branch and Disbursement per employee
Disbursement per branch (in ₹ million)
Average
Players Ticket Size as Fiscal Fiscal Fiscal First Half First Half
of Sep 2025 2023 2024 2025 of Fiscal of Fiscal
2025 2026
Aye Finance ₹ 0.10 - 0.15 59.2 82.2 79.9 39.8 39.3
million
Five Star Business Finance ₹ 0.35 million 90.9 93.9 66.4 38.9 31.1
SBFC Finance* ₹ 0.94 million - 149.8 152.6 130.2 62.8 73.8
Secured
MSME
Veritas Finance ₹ 0.3 – 5 78.2 96.9 89.8 NA NA
million
Vistaar Financial Services ₹0.3 – 10 65.6 79.6 69.0 NA NA
million
Finova Capital ₹ 0.4 million 44.9 45.0 35.5 NA NA
Note: N.A. – Not Available; 1) Disbursements per branch calculated as Disbursement for the relevant fiscal divided by numbers of branches
for the relevant fiscal
Source: Company reports, Crisil Intelligence
Players Disbursement per employee (in ₹ million)
Fiscal 2023 Fiscal 2024 Fiscal 2025 First Half of First Half of
Fiscal 2025 Fiscal 2026
Aye Finance 4.1 5.8 4.6 2.4 2.1
Five Star Business Finance 4.6 5.2 4.2 2.5 0.9
SBFC Finance* 8.1 7.4 6.2 3.0 3.6
Veritas Finance 5.1 5.9 5.0 - -
Vistaar Financial Services 5.7 6.8 5.7 - -
Finova Capital 4.5 3.7 - - -
Note: N.A. – Not Available; 1) Disbursement per employee calculated as Disbursements for the relevant fiscal divided by numbers of
employees for the relevant fiscal.
Source: Company reports, Crisil Intelligence
Aye Finance disbursed ₹ 4.62 million per employee as of Fiscal 2025. SBFC Finance has the highest amount of
loan per employee at ₹ 6.2 million per employee.
Aye Finance recorded highest number of loans disbursed per employee amongst the peers considered for
Fiscal 2025 and first half of Fiscal 2026
Number of loans disbursed per employee as of Fiscal 2025
Players Number Loans Disbursed per Employee (Number of
Loans Disbursed / Number of Employees)
Aye Finance* 29.3
Five Star Business Finance 11.9
SBFC 6.6
Veritas Finance 12.6
Vistaar Financial Services * 5.7
Finova Capital 7.8
Note: N.A. – Not Available; Number of Loans Disbursed is calculated as Total Disbursement / Average Ticket Size; (*) – Average ticket size
computed from range of ticket size; Source: Company reports, Crisil Intelligence
Number of loans disbursed per employee as of the First Half of Fiscal 2026
Players Number Loans Disbursed per Employee (Number of
Loans Disbursed / Number of Employees)
Aye Finance* 12.05
Five Star Business Finance 4.91
SBFC 3.74
Veritas Finance NA
Vistaar Financial Services Ltd* NA
Finova Capital NA
206Aye finance witnessed the highest 2.5Y CAGR of PAT of 16.8% amongst the peers considered.
Aye Finance’s profit after tax witnessed a staggering growth of 292% from Fiscal 2023 to Fiscal 2024. However,
Y-O-Y growth of profit after tax was muted to 2.1% in Fiscal 2025. Aye Finance has the highest 2.5Y CAGR of
16.8% albeit on smaller base.
Profit after tax
Profit After Tax (in ₹ million) Fiscal Fiscal 2024 Fiscal 2025 First First YoY 2.5Y
2023 Half of Half of Growth CAGR
Fiscal Fiscal (in %)*
2025 2025
Fiscal
2026
Aye Finance 438.5 1,716.8 1,752.5 1,078.0 651.2 2.1% 16.8%
Five Star Business Finance 6,035.0 8,359.2 10,724.9 5,195.0 5,524.4 6.3% (3.5%)
SBFC Finance 1,497.9 2,370.2 3,451.7 1,626.9 2,100.3 29.1% 14.5%
Veritas Finance 1,764.0 2,450.5 2,951.1 1,331.1 1,293.0 (2.9%) (11.7%)
Vistaar Financial Services 1,000.3 1,471.0 2,210.5 940.5 NA NA NA
Finova Capital 883.7 1,515.1 1,850.0 NA NA NA NA
Note: N.A. – Not Available; (*) –YoY growth from Fiscal 2024 to Fiscal 2025 is denoted; Source: Company reports, Crisil Intelligence
Net worth
Net worth (in ₹ million) Fiscal Fiscal 2024 Fiscal 2025 First Half of First Half of 2.5Y CAGR
2023 Fiscal 2025 Fiscal 2026
Aye Finance 7,580.0 12,361.0 16,588.7 15,931.7 17,273.7 39.0%
Five Star Business Finance 43,395.0 51,962.0 63,046.1 57,233.0 68,067.0 19.7%
SBFC Finance 17,273.0 27,783.0 31,901.3 29,678.3 34,342.5 31.6%
Veritas Finance 15,913.0 23,296.0 27,831.7 26,106.5 29,211.5 27.5%
Vistaar Financial Services 8,851.0 13,677.0 24,458.2 14,617.4 NA NA
Finova Capital 10,094.0 11,627.0 19,443.6 NA NA NA
Note:
N.A. – Not Available
* - CAGR is from Fiscal 2023 to the first half of Fiscal 2026
1) Net worth includes Equity share capital and reserves and surplus
Source: Company reports, Crisil Intelligence
Aye Finance grew at a highest CAGR of 29% in Pre-Provision Operating Profit (PPOP) between Fiscal
2023 and the first half of Fiscal 2026, highest amongst the peers considered
Aye Finance has achieved a remarkable milestone, posting the highest growth rate among its peers with a
staggering CAGR of 29% in PPOP between Fiscal 2023 and the first half of Fiscal 2026. This exceptional growth
trajectory underscores the company's robust financial performance and its ability to consistently deliver strong
results, outpacing its competitors and solidifying its position as a leading player in the industry. followed by SBFC
Finance (approximately 16%).
PPOP
PPOP (in ₹ million) Fiscal Fiscal 2024 Fiscal First Half of First Half of 2.5Y
2023 2025 Fiscal 2025 Fiscal 2026 CAGR
Aye Finance 1,513 3,654 5,175 2,518 2,863 29.0%
Five Star Business Finance 8,249 11,713 15,196 9,572 6,132 (11.2%)
SBFC Finance 2,335 3,631 5,322 2,490 3,374 15.9%
Veritas Finance 2,797 4,194 5,597 2,425 2,913 1.6%
Vistaar Financial Services 1,549 2,254 3735 1561 NA NA
Finova Capital 1,469 2,210 2905 NA NA NA
Note: N.A. – Not Available; * - CAGR is from Fiscal 2023 to the first half of Fiscal 2026; Source: Company reports, Crisil Intelligence
207Aye Finance’s yield on net advances stood at 29.1% - which was the highest among the peer set considered
as of Fiscal 2025.
Aye Finance’s yield on gross and net advances stood at 27.2% and 28.4% - both of which were the highest among
the peer set considered as of the first half of Fiscal 2026.
PPOP stood at 8.5% being the highest for the peers considered for the first half of Fiscal 2026.
Meanwhile, NIMs stood at 14.1% being second highest amongst its peers during the first half of Fiscal 2026.
Key Financial Ratios (First Half of Fiscal 2026)
First Half of Fiscal 2026 Yield on Yield on NIMs Risk Net
Net Gross adjusted total
Advances Advances NIM income
Aye Finance 28.4% 27.2% 14.1% 8.9% 23.3%
Five Star Business Finance 23.8% 24.7% 15.6% 14.3% 16.6%
SBFC Finance 18.0% 17.7% 10.4% 9.2% 13.5%
Veritas Finance 22.5% 22.8% 12.6% 9.9% 15.9%
Vistaar Financial Services NA NA NA NA NA
Finova Capital NA NA NA NA NA
First Half of Fiscal 2026 Cost of Credit Opex - Opex – Opex – PPOP
Borrowing Cost Overall(%) Employee Non- (%)
(%) Employee(
%)
Aye Finance 10.6% 5.1% 9.5% 7.0% 2.4% 8.5%
Five Star Business Finance 9.0% 1.3% 5.3% 4.0% 1.3% 4.1%
SBFC Finance 8.9% 1.2% 4.5% 3.1% 1.4% 7.3%
Veritas Finance 9.5% 2.7% 6.8% 5.4% 1.4% 6.6%
Vistaar Financial Services NA NA NA NA NA NA
Finova Capital NA NA NA NA NA NA
Key Financial Ratios (Fiscal 2025)
Fiscal 2025 Yield on Yield on Gross NIMs Risk adjusted Net total
Net Advances NIM income
Advances
Aye Finance 29.1% 28.0% 15.3% 10.2% 23.2%
Five Star Business Finance 25.2% 23.0% 16.1% 15.4% 20.6%
SBFC Finance 17.5% 17.2% 9.9% 9.0% 13.3%
Veritas Finance 23.0% 22.0% 13.3% 11.0% 16.8%
Vistaar Financial Services 19.9% 19.1% 10.2% 8.5% 15.0%
Finova Capital 23.4% 23.1% 14.5% 13.3% 18.6%
Fiscal 2025 Cost of Credit Opex - Opex – Opex – PPOP
Borrowing Cost Overall(%) Employee Non- (%)
(%) Employee(
%)
Aye Finance 11.7% 5.2% 9.3% 6.8% 2.5% 9.2%
Five Star Business Finance 9.4% 0.7% 5.2% 4.0% 1.2% 11.6%
SBFC Finance 9.1% 0.9% 4.5% 3.2% 1.3% 6.8%
Veritas Finance 10.1% 2.3% 6.9% 5.5% 1.4% 7.5%
Vistaar Financial Services 10.5% 1.7% 4.9% 3.6% 1.3% 7.5%
Finova Capital 9.4% 1.1% 7.3% 5.9% 1.4% 7.8%
Source: Company reports, Crisil Intelligence
208Key Financial Ratios (Fiscal 2024)
Fiscal 2024 Yield on Net Yield on Gross NIM Risk adj NIM Net total inc.
Adv Adv
Aye Finance 28.4% 27.7% 15.5% 12.3% 22.7%
Five Star Business Finance 25.1% 24.7% 16.2% 15.6% 20.9%
SBFC Finance 16.9% 16.6% 8.9% 8.1% 13.1%
Veritas Finance 22.6% 22.2% 14.1% 12.4% 17.6%
Vistaar Financial Services 18.2% 17.9% 9.7% 8.9% 13.1%
Fiscal 2024 COB Credit Cost Opex - Opex – Opex – PPOP (%)
Overall(%) Empl (%) Non-Empl (
%)
Aye Finance 11.3% 3.3% 9.5% 6.9% 2.6% 9.1%
Five Star Business Finance 8.9% 0.5% 5.4% 4.2% 1.2% 11.5%
SBFC Finance 9.1% 0.7% 4.8% 3.4% 1.4% 5.7%
Veritas Finance 9.8% 1.7% 7.4% 5.6% 1.8% 7.9%
Vistaar Financial Services 9.3% 0.8% 5.6% 4.4% 1.2% 5.9%
Source: Company reports, Crisil Intelligence
Key Financial Ratios (Fiscal 2023)
Fiscal 2023 Yield on Net Adv Yield on Gross NIM Risk adj Net
Adv NIM total
inc
Aye Finance 26.2% 25.5% 13.5% 10.8% 21.0%
Five Star Business Finance 24.5% 24.1% 16.4% 16.1% 21.2%
SBFC Finance 16.1% 15.8% 7.4% 6.7% 12.5%
Veritas Finance 22.6% 22.2% 14.4% 13.0% 18.3%
Vistaar Financial Services 18.1% 17.8% 9.1% 8.4% 12.6%
Finova Capital 22.9% 22.6% 13.5% 11.9% 20.3%
Fiscal 2023 COB Credit Opex – Overall (%) Opex – Opex – PPOP
Cost Empl (%) Non-Empl (%)
(%)
Aye Finance 10.4% 2.7% 10.8% 7.8% 3.0% 5.6%
Five Star Business Finance 7.8% 0.3% 5.8% 4.6% 1.2% 11.0%
SBFC Finance 8.3% 0.6% 4.5% 3.1% 1.4% 4.6%
Veritas Finance 9.4% 1.4% 6.9% 5.0% 2.0% 8.3%
Vistaar Financial Services 9.3% 0.6% 5.6% 4.3% 1.3% 5.0%
Finova Capital 8.9% 1.6% 6.1% 5.0% 1.1% 8.0%
Source: Company reports, Crisil Intelligence
Note:
1) Yield on net advances calculated as Interest earned on loans and advances divided by average of total net advances on book.
2) Yield on gross advances calculated as Interest earned on loans and advances divided by average of total gross advances on book.
3) Cost of borrowing (COB) calculated as total interest paid divided by average of deposits and borrowings, Borrowings include debt
securities, borrowings other than debt securities, subordinated liabilities and deposits.
4) Net Interest Margin (NIM) calculated as total interest income subtracted by total interest paid divided by average of total assets on book.
5) Risk adjusted net interest margin calculated as net interest margins subtracted by credit cost of the company for the Fiscal.
6) Net Total Income calculated as Total Income (-) Interest Expense divided by average of total net advances on book.
7) Opex calculated as Operating expenses divided by total average assets at the end of the financial year, Operating Expenses include
employee expenses, depreciation and amortization, other expenses and fees and commission expense.
8) PPOP calculated as pre provision operating profit divided by average of total assets.
9) Credit cost calculated as provision/impairment divided by average total assets on book.
209Comparison of average ticket size as of March 2025 and Yield on Net Advances as of Fiscal 2025
29.10%
25.20%
23.00% 23.35%
19.85%
17.50%
1000
940
400 400
350
125
Aye Finance Five Star SBFC Finance Veritas Finance Vistaar Finova Capital
Business Financial
Finance Services Pvt Ltd
Average Ticket size (in '000) Yield on Net Advances
Source: Company reports, Crisil Intelligence
Aye Finance’s restructured portfolio was the lowest among peers considered
Aye Finance reported a restructured portfolio of 0.09% as of March 2025 which was the lowest among peers
considered, with Vistaar Financial Services Pvt. Ltd. being the second lowest among its peers at 0.14% as of
March 2025.
Restructured Book
Restructured Portfolio
Players First Half of Fiscal 2025 Fiscal 2024 Fiscal
Fiscal 2026 2023
Aye Finance 0.12% 0.09% 0.14% 0.71%
Five-Star Business Finance 0.23% 0.30% 0.52% 0.86%
SBFC Finance NA 0.67% 1.09% 2.04%
Veritas Finance* NA 0.36% 1.60% 2.30%
Vistaar Financial Services Pvt Ltd NA 0.14% 0.58% 1.25%
Finova Capital NA NA NA NA
Note: N.A. – Not Available, Source: Company reports, Crisil Intelligence
Aye Finance NNPA as of Fiscal 2025 stood at 1.4% with the highest provision coverage ratio as of Fiscal
2025
Aye Finance’s NNPA was at 1.4%, while Veritas Finance had an NNPA of 1.1%, preceded by Five Star Business
Finance with the lowest NNPA of 0.88% as of Fiscal 2025. Aye Finance recorded the highest provision coverage
ratio of 72.1% as of Fiscal 2025, followed by Five Star Business Finance with 50.8% as of Fiscal 2025.
Asset quality
Players GNPA
Fiscal Fiscal 2024 Fiscal 2025 First Half of First Half of
2023 Fiscal 2025 Fiscal 2026
Aye Finance 2.5% 3.2% 4.2% 3.3% 4.9%
Five Star Business 1.4% 1.4% 1.8% 1.5% 2.6%
Finance
SBFC Finance* 2.6% 2.4% 2.7% 2.7% 2.8%
Veritas Finance 2.2% 1.8% 1.8% 2.0% 2.9%
210Players GNPA
Fiscal Fiscal 2024 Fiscal 2025 First Half of First Half of
2023 Fiscal 2025 Fiscal 2026
Vistaar Financial 3.7% 2.7% 2.9% 2.7% NA
Services **
Finova Capital 1.0% 1.8% 2.4% NA NA
Source: Company Reports, Crisil Intelligence
Players NNPA
Fiscal Fiscal 2024 Fiscal 2025 First Half of First Half of
2023 Fiscal 2025 Fiscal 2026
Aye Finance 1.28% 0.91% 1.40% 1.15% 1.78%
Five Star Business 0.69% 0.63% 0.88% 0.71% 1.46%
Finance
SBFC Finance* 1.58% 1.36% 1.51% 1.63% 1.51%
Veritas Finance 1.26% 0.85% 1.10% 0.97% 1.61%
Vistaar Financial 2.42% 1.33% 1.9% 1.6% NA
Services **
Finova Capital 0.32% 0.99% NA NA NA
Players Provision Coverage Ratio
Fiscal 2023 Fiscal 2024 Fiscal 2025 First Half of First Half of
Fiscal 2025 Fiscal 2026
Aye Finance 59.1% 49.8% 72.1% 66.1% 64.5%
Five Star Business 49.3% 54.4% 50.8% 51.7% 44.7%
Finance
SBFC Finance* 38.5% 44.0% 44.9% 39.4% 45.5%
Veritas Finance 42.8% 53.1% 50.5% 50.8% 45.9%
Vistaar Financial 35.3% 51.5% 33.7% 42.8% NA
Services
Finova Capital 67.4% 45.0% 41.4% NA NA
Note: N.A.- Not Available; Provisioning Coverage Ratio is as reported by the company for the relevant Fiscal; (*) After impact of RBI circular;
PCR calculated as (GNPA – NNPA) / GNPA for the relevant Fiscal
Source: Company reports, Crisil Intelligence
Comparison of GNPA - Weighted Average among peers, Aye Finance and the Best among peers
4.2%
3.3%
3.2%
2.7%
2.4%2.5% 2.5%
2.3%
1.8%
1.7%
1.4% 1.4% 1.5% 1.4%
1.3% 1.3%
1.1% 1.0% 1.1% 0.9% 0.9%
0.7% 0.6%
0.3%
FY22 FY23 FY24 FY25 FY22 FY23 FY24 FY25
GNPA NNPA
Weighted average among peers Aye Finance Best Among Peers
Note: Weighted Average among peers is calculated using sum product of GNPA and Gross Advances of peers divided by Gross Advances of
peers; Best among peers is considered as lowest values across peers for Fiscal 2022, Fiscal 2023, Fiscal 2024 and Fiscal 2025; Source:
Company reports, Crisil Intelligence
211Comparison of Provision Coverage Ratio - Average among peers, Aye Finance and the Best among peers
75.8%75.8%
72.1%72.1%
67.3%
59.1%
54.3%
49.3%49.8% 48.9%
44.3%
41.9%
FY22 FY23 FY24 FY25
Provision Coverage Ratio
Average among peers Aye Finance Best Among Peers
Note: Best among peers is considered as highest values across peers for Fiscal 2022, Fiscal 2023, Fiscal 2024 and Fiscal 2025; Source:
Company reports, Crisil Intelligence
Aye Finance had the lowest Stage 2 Portfolio as percentage of total gross loans among the peers considered
as of the first half of Fiscal 2026
Aye Finance’s stage 2 assets as a percentage of total gross loans was at 1.5% as of the first half of Fiscal 2026,
lowest among the peers considered, followed by SBFC with 3.7%.
Stage 2 Portfolio
Players Stage 2 Portfolio (%)
Fiscal Fiscal 2024 Fiscal 2025 First Half First Half
2023 of Fiscal of Fiscal
2025 2026
Aye Finance 1.0% 1.0% 1.8% 1.7% 1.7%
Five Star Business Finance 9.1% 6.5% 7.9% 7.0% 9.5%
SBFC Finance 4.0% 4.4% 6.1% 3.2% 3.7%
Veritas Finance 2.2% 1.5% 1.6% NA NA
Vistaar Financial Services 1.5% 1.6% 2.6% NA NA
Finova Capital 1.6% 1.4% 2.5% NA NA
Note: N.A.- Not Available; Source: Company reports, Crisil Intelligence
Comparison of Stage 2 Portfolio - Weighted Average among peers, Aye Finance and the Best among peers
8.5%
4.6%
4.2%
4.0%
3.5%
2.0%
1.8% 1.7%
1.0% 1.0% 1.0% 1.0%
FY22 FY23 FY24 FY25
Stage 2 %
Weighted Average among peers Aye Finance Best Among Peers
212Note: Weighted Average among peers is calculated using sum product of Stage 2 (%) and Gross Advances of peers divided by Gross Advances
of peers; Best among peers is considered as lowest values across peers for Fiscal 2022, Fiscal 2023, Fiscal 2024 and Fiscal 2025; Source:
Company reports, Crisil Intelligence
Aye Finance had the 2nd highest total assets to equity ratio as of Fiscal 2025
Aye Finance has the highest debt to equity ratio of 2.8x and highest total assets to equity ratio of 3.8x as of March
2025. Five Star Business Finance had the lowest Debt to Equity ratio and Total assets to equity ratio of 1.3x and
2.3x respectively, followed by Vistaar Financial services where the ratios stood at 1.4x and 2.4x respectively.
Debt to equity and total assets to equity ratio
Players Debt to Equity (in times)
Fiscal 2023 Fiscal 2024 Fiscal 2025 First Half of First Half of
Fiscal 2025 Fiscal 2026
Aye Finance 3.0 2.8 2.8 2.7 3.2
Five Star Business 1.0 1.2 1.3 1.2 1.2
Finance
SBFC Finance 2.2 1.4 1.7 1.5 1.8
Veritas Finance 1.5 1.7 2.1 1.9 2.1
Vistaar Financial Services 2.7 2.1 1.4 NA NA
Finova Capital 1.0 1.6 1.6 NA NA
Players Total Assets to Equity (in times)
Fiscal 2023 Fiscal 2024 Fiscal 2025 First Half of First Half of
Fiscal 2025 Fiscal 2026
Aye Finance 4.1 3.9 3.8 3.7 4.1
Five Star Business Finance 2.0 2.2 2.3 2.2 2.3
SBFC Finance 3.3 2.5 2.7 2.5 2.9
Veritas Finance 2.6 2.8 3.1 2.9 3.1
Vistaar Financial Services 3.8 3.2 2.4 NA NA
Finova Capital 2.1 2.7 3.7 NA NA
Note: 1) Debt to Equity ratio calculated as total borrowings divided by total shareholder equity of the company, 2) Total Assets to Equity
ratio calculated as total assets divided by total shareholder equity of the company
Source: Company reports, Crisil Intelligence
Comparison of Debt-Equity Ratio - Weighted Average among peers, Aye Finance and the Best among peers
3.04 3.02
2.84
2.73
2.16
1.73
1.57 1.61 1.57
1.22 1.22 1.21 1.23
0.98
0.69
FY22 FY23 FY24 FY25 H1FY26
Weighted Average among peers Aye Finance Best among peers
Note: Weighted Average among peers is calculated using sum product of Debt-Equity Ratio and Net worth of peers divided by Net worth of
peers; Best among peers is considered as lowest values across peers for Fiscal 2022, Fiscal 2023, Fiscal 2024, Fiscal 2025 and of the first
half of Fiscal 2026; Source: Company reports, Crisil Intelligence
213Comparison of Total Assets-Equity Ratio - Weighted Average among peers, Aye Finance and the Best among
peers
4.14
3.95
3.82
3.65
3.28
2.63 2.67 2.61 2.60
2.29 2.25 2.24 2.24
2.01
1.71
FY22 FY23 FY24 FY25 H1FY26
Weighted Average among peers Aye Finance Best among peers
Note: Weighted Average among peers is calculated using sum product of Total Assets-Equity Ratio and Net worth of peers divided by Net
worth of peers; Best among peers is considered as lowest values across peers for Fiscal 2022, Fiscal 2023, Fiscal 2024, Fiscal 2025 and the
first half of Fiscal 2026; Source: Company reports, Crisil Intelligence
As of Fiscal 2025, Aye Finance's financial performance has been impacted by higher credit costs resulting in a
decline in profitability.. This has led to a significant decline in the ROA and ROE. The company's management
has stated that it has made prudent write-offs to clean up portfolio stress and noted that credit costs began to trend
downward in Q4 Fiscal 2025 continuing into the first half of Fiscal 2026. With a current AUM of ₹ 553.4 billion
in Fiscal 2025 and a focus on efficient asset utilization Aye Finance aims to navigate the challenges and improve
its financial performance in the coming quarters building on its solid top-line growth and effective financial
leverage while maintaining its position among the top performers in the peer set.
Return on assets and return on equity
Players ROA
Fiscal 2023 Fiscal 2024 Fiscal 2025 First Half of First Half of
Fiscal 2025* Fiscal 2026*
Aye Finance 1.6% 4.3% 3.0% 4.0% 1.9%
Five Star Business Finance 8.0% 8.2% 7.4% 8.5% 7.2%
SBFC Finance 2.9% 3.7% 4.6% 4.5% 4.5%
Veritas Finance 5.2% 4.7% 3.9% 3.8% 4.7%
Vistaar Financial Services 3.2% 3.8% 4.5% 4.1% NA
Finova Capital 4.8% 5.8% 4.9% NA NA
Players ROE
Fiscal 2023 Fiscal 2024 Fiscal 2025 First Half First Half
of Fiscal of Fiscal
2025* 2026*
Aye Finance 6.0% 17.2% 11.6% 15.3% 7.7%
Five Star Business Finance 15.0% 17.5% 17.0% 19.0% 16.9%
SBFC Finance 9.9% 10.5% 11.5% 11.3% 12.7%
Veritas Finance 11.8% 12.5% 11.4% 10.8% 9.1%
Vistaar Financial Services 12.0% 13.1% 11.6% 13.3% NA
Finova Capital 9.2% 14.0% 11.9% NA NA
Note: N.A – Not Available; 1) RoA calculated as profit after tax divided average of total assets on book of the company, 2) RoE calculated as
profit after tax divided average of shareholder equity of the company; (*) – Annualised figures
Source: Company reports, Crisil Intelligence
214Aye Finance was adequately leveraged as of Fiscal 2025 and the first half of Fiscal 2026
Five Star Business Finance Ltd has reported the highest capital adequacy ratio of 51% as of the first half of Fiscal
2026. Aye Finance reported a capital adequacy ratio of 32% for the first half of Fiscal 2026, which is well above
the mandatory requirement.
Capital Adequacy ratio for players
Players Capital Adequacy Ratio
Fiscal 2023 Fiscal 2024 Fiscal 2025 First Half of First Half of
Fiscal 2025 Fiscal 2026
Aye Finance 31.1% 32.8% 35.0% 37.6% 32.3%
Five Star Business 67.2% 50.5% 50.1% 48.7% 51.0%
Finance
SBFC Finance 31.9% 40.5% 36.1% 38.6% 34.1%
Veritas Finance 45.0% 41.5% 37.8% 40.9% 36.7%
Vistaar Financial Services 26.4% 33.4% 51.4% 31.1% NA
Finova Capital 59.1% 40.7% 47.2% NA NA
Note: N.A – Not Available; Source: Company reports, Crisil Intelligence
Borrowing mix for companies (First Half of Fiscal 2026)
Players NCD Term Loans Securitization Subordinated ECB
Liabilities
Aye Finance 29% 40% 20% - 12%
Five Star Business Finance* 10% 69% 20% - 1%
SBFC Finance 14% 50% 2% 17% 18%
Veritas Finance* 7% 72% 12.1%* - 3%
Vistaar Financial Services * 9% 76% - - 15%
Finova Capital* 0% 90% 10% 0% 0%
Note: (*) Data as of June 2024; NCD: Non-convertible debentures, ECB: Exchange commercial borrowings; Short term borrowings include
cash credit and overdraft facilities,
Source: Company reports, Crisil Intelligence
Share of Digital Collections
Players Digital collection share (%) as of June 2025
Aye Finance 93.5% ACH Activation Rate
Five-Star Business Finance 80%
SBFC Finance 99%
Veritas Finance Collections are done majorly through automatic clearing house (“ACH”)
payments/direct debit mandate (DDM), and through digital payment modes.
Vistaar Financial Services NA
Finova Capital Collections are done majorly through ACH payments/direct debit mandate, and
through digital payment modes
Note: N.A. – Not Available; (*) – Data as of September 2025 Source: Company reports, Crisil Intelligence
Sourcing Mix as of September 2025
Players DSA Non-DSA
Aye Finance 100%
Five-Star Business Finance NA 100%
SBFC Finance NA 100%
Veritas Finance NA NA
Vistaar Financial Services NA NA
Finova Capital NA NA
Note: N.A. – Not Available; (*) – As of June 2025; Source: Company reports, Crisil Intelligence
Aye Finance reported a customer base of 586,825 as of September 2025
As of Sept 2025 Aye Finance had a active base of 586,825 active customers, which makes them the MSME lender
among the peer set considered with the largest customer base in India.
215Customer Profile
Players Active Customers as of Customer Profile
Sept 2025
Aye Finance 586,825 Micro businesses like kiranas/general stores, dairies,
manufacturers and traders with an annual turnover of
Rs. 10 lakh -1 crore
Five-Star Business Finance 460,756* Small enterprises/self-employed, many first-time
borrowers, customers from lower income groups
SBFC Finance 184,424 Over 87% AUM from customers with CIBIL >700
(MARCH 2025); msme segment customers in majority;
Focus on services/ trading/ retailing businesses
Veritas Finance 216,000 MSME segment people in India which has remained
largely underserved despite several initiatives.
Vistaar Financial Services NA Textiles, Small Manufacturing Units, Hotel/Bakery,
Kirana/Retail Shops
Finova Capital NA Micro-entrepreneurs and semi-skilled professionals who
have limited or no access to lending from formal financing
institutions
Note: (*) – Fiscal 2025. fig.; Source: Company reports, Crisil Intelligence
Aye Finance saw an improvement in outstanding long-term credit rating as of July 2025
Aye's credit rating has been positively impacted by its enhanced capital structure, resulting from a successful
equity raise in Fiscal 2025. The company's funding profile has also become more diversified with a notable
increase in bank funding which now constitutes a larger share of its overall funding mix. Furthermore, Aye's loan
portfolio exhibits a favorable mix of secured and unsecured loans, complemented by a seasoned loan book and
bolstered profitability buffers.
Credit rating of companies (Latest Available Ratings)
Players Long Term Credit Rating
Aye Finance IND A
Five-Star Business Finance ICRA AA-
SBFC Finance ICRA AA-, CARE AA-
Veritas Finance CARE AA-
Vistaar Financial Services CARE A+
Finova Capital ACUITE A+
Source: Company reports, CRISIL Intelligence
List of Formulae
Parameters Formula
Operating expenses for the relevant Fiscal divided by total
Cost to Income Ratio
income minus interest expense
Operating Expenditure (Employee Expenses + Depreciation
Operating Expense and amortization expense + Fees and commission expense+
Other expenses)
Operating expenses divided by total average assets at the end
Opex to total average assets
of the financial year
RoA Profit after tax / average of total assets on book
RoE Profit after tax / average net worth
(Interest income on loans and advances – interest paid) /
NIMs
average of total assets on book
Interest earned on loans and advances / average of total net
Yield on net advances
advances on book
Interest earned on loans and advances / average of total gross
Yield on gross advances
advances on book
Cost of borrowings Interest paid / (average of deposits and borrowings)
Credit cost Provisions / average total assets on book
Stage 2 assets Stage 2 Assets for the Fiscal / total gross loans
(Stage 2 Assets + Stage 3 Assets for the Fiscal) / total gross
Stage 2 and 3 assets
loans
Provisioning Coverage Ratio calculated as GNPA subtracted
Provisioning Coverage Ratio
by NNPA and divided by GNPA for the relevant Fiscal
216Parameters Formula
Debt to Equity Ratio Total Borrowings / Total shareholder equity of the same Fiscal
Pre provisioning operating profit (Total income – Interest
PPOP %
expenses – Operating expenditure)/ Average total assets
(Total Income – Interest Expense)/ Average total advances on
Net Total Income %
book
217OUR BUSINESS
Some of the information in this section, including information with respect to our business plans and strategies,
contain forward-looking statements that involve risks and uncertainties. You should read “Forward-Looking
Statements” on page 19 for a discussion of the risks and uncertainties related to those statements and also the
sections “Risk Factors”, “Industry Overview”, “Financial Statements” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” on pages 33, 154, 304 and 410, respectively, as
well as financial and other information contained in this Prospectus as a whole, for a discussion of certain factors
that may affect our business, financial condition or results of operations. Our actual results may differ materially
from those expressed in or implied by these forward-looking statements.
Unless otherwise indicated or unless the context requires otherwise, the financial information included herein is
based on our Restated Financial Statements included in this Prospectus. For further information, see “Restated
Financial Statements” on page 304. Unless the context otherwise requires, in this section, references to “the
Company”, “our Company”, “we”, “us” or “our” are to Aye Finance Limited. Certain ratios for the six months
ended September 30, 2024 and September 30, 2025 have been presented on an annualized basis, as indicated in
this Prospectus.
Unless otherwise indicated, industry and market data used in this section has been derived from industry
publications, in particular, the report titled “Report on Loans and Financial Services Industry in India” dated
November 2025 (the “CRISIL Report”) prepared and issued by CRISIL, pursuant to an engagement letter dated
October 23, 2024. The CRISIL Report has been exclusively commissioned and paid for by us in connection with
the Offer. The data included herein includes excerpts from the CRISIL Report and may have been re-ordered by
us for the purposes of presentation. A copy of the CRISIL Report was made available on the website of our
Company at https://www.ayefin.com/wp-content/uploads/2024/12/industry-report.pdf. Unless otherwise
indicated, financial, operational, industry and other related information derived from the CRISIL Report and
included herein with respect to any particular year refers to such information for the relevant calendar year. For
further information, see “Risk Factors – 55. Industry information included in this Prospectus has been derived
from an industry report prepared by CRISIL, exclusively commissioned and paid for by us for such purpose”
on page 64. Also see, “Certain Conventions, Use of Financial Information and Market Data and Currency of
Presentation – Industry and Market Data” on page 15.
We have included various operational and financial performance indicators in this Prospectus, many of which
may not be derived from our Restated Financial Statements. The manner in which such operational and financial
performance indicators are calculated and presented, and the assumptions and estimates used in such calculations,
may vary from that used by other companies in India and other jurisdictions. Investors are accordingly cautioned
against placing undue reliance on such information in making an investment decision, and should consult their
own advisors and evaluate such information in the context of our Restated Financial Statements and other
information relating to our business and operations included in this Prospectus.
Overview
We are a non-banking financial company – middle layer (“NBFC-ML”) focused on providing loans to micro scale
micro, small and medium enterprises (“MSMEs”) across India. We offer a range of business loans for working
capital and business expansion needs, against hypothecation of working assets or against security of property to
customers across manufacturing, trading, service and allied agriculture sectors. We are among the leading non-
banking financial companies (“NBFCs”) providing business loans to the largely underserved micro scale
enterprises in India, with 586,825 active unique customers across 18 states and 3 union territories and with assets
under management (“AUM”) of ₹ 60,276.22 million, as of September 30, 2025. (Source: CRISIL Report) We
offer small-ticket business loans with an average ticket size (“ATS”) on disbursement of ₹ 0.18 million to micro
enterprises. Our expertise in underwriting business cash flows of a variety of business clusters has enabled us to
maintain stable credit costs and allowed us to profitably scale up our operations. We are the most geographically
diversified lender amongst the Peer MSME Focused NBFCs*. (Source: CRISIL Report)
* Peer MSME Focused NBFCs refer to NBFCs in India that provide loans to MSMEs and have been identified as peers of our Company by
CRISIL. For more information, see “Industry Overview” beginning on page 154.
Salient aspects of our business are set out below:
1. Diversified Growth. Our AUM has grown at a CAGR of 42.60% between Fiscal 2023 and Fiscal 2025 and
was ₹ 60,276.22 million as of September 30, 2025. We are the fastest growing NBFC in India among the
218Peer MSME Focused NBFCs in terms of year-on-year AUM growth between Fiscal 2023 and Fiscal 2025,
growing at 23.9%. (Source: CRISIL Report) Our growth has been achieved through a well-diversified
presence across the regions we serve, with no single state accounting for more than 15.77% of our total
AUM, and top five states collectively contributing 57.00% to our overall AUM as of September 30, 2025.
We manage our business across four zones in India, namely North, South, East and West Zones, and our
AUM is well distributed across these zones, with 34.80% in the North, 27.79% in the East, 22.73% in the
West and 14.69% in the South, as of September 30, 2025, with mature businesses in each zone. Our
geographical spread offers several opportunities for growth.
AUM (in ₹ million)
70,000.00
60,276.22
60,000.00 55,338.96
49,797.64
50,000.00
44,632.91
40,000.00
30,000.00 27,215.51
20,000.00
10,000.00
0.00
FY23 FY24 FY25 1HFY25 1HFY26
20.73% 23.73% 26.84% 25.99% 27.79%
23.69% 23.28% 22.75% 22.49% 22.73%
15.16%
16.51% 15.57% 16.61% 14.69%
40.41% 36.48% 34.84% 34.91% 34.80%
FY23 FY24 FY25 1H FY25 1H FY26
North South West East
2. Right Product Market Fit. Our experience in providing business loans against security of property or
security of working assets, as well as providing unsecured loans or partly secured loans, has allowed us to
remain flexible and responsive to business needs of micro scale MSMEs. We are able to service such micro
scale MSMEs through a ‘phygital’ presence that leverages our on-the-ground presence with technology
and data science.
3. Unique Underwriting Capabilities and Field Collections. Our underwriting expertise is a key competitive
advantage for our target segments where our customers have limited business documentation or credit
history. Our rigor in evaluating creditworthiness is based on an estimation of business cash flows and profit
margins of a specific category of business, namely a ‘business cluster’, developed from our deep
understanding of over 70 business clusters as of September 30, 2025. This underwriting is backed by our
collection capabilities that include a field team at our branches, as well as tele-collections and digital
models to optimize collections.
2194. Technology-Driven Operational Efficiency. Our ‘phygital’ model combines the ‘high touch’ approach
through field teams at our branches and our digital capabilities to enhance our pan-India presence. We use
technology to streamline our end-to-end operations, which span across our sourcing, underwriting,
disbursement and collections processes. The benefits of technology are also complemented by our in-house
data science and artificial intelligence (“AI”) team, through which we have deployed several statistical and
machine learning (“ML”) models that improve the execution of many of our key business processes. This
approach allows us to enhance our branch-based model and effectively address competition from new
entrants, as well as maintain a high level of operational efficiency.
5. Financial Performance. Our return on average total assets (“ROTA”) was 1.92% (annualized), 4.03%
(annualized), 3.13%, 4.29% and 1.47% as of September 30, 2025, September 30, 2024, March 31, 2025,
March 31, 2024 and March 31, 2023, respectively. This has been achieved along with a debt to equity ratio
of 3.02, 2.56, 2.73, 2.84 and 3.04 as of September 30, 2025, September 30, 2024, March 31, 2025, March
31, 2024 and March 31, 2023, respectively, which has resulted in our return on equity (“RoE”), increasing
from 5.46% as of March 31, 2023 to 17.28% as of March 31, 2024 to 12.12%, as of March 31, 2025. Our
RoE was 15.26% and 7.63% as of September 30, 2024 and September 30, 2025, respectively.
ROTA & Leverage
5.00% 3.04 3.02 3.1
3
4.00% 2.84
2.9
2.73
3.00% 2.8
2.7
2.00% 2.56 2.6
2.5
1.00%
1.47% 4.29% 3.13% 4.03% 1.92% 2.4
0.00% 2.3
FY23 FY24 FY25 1H FY25 1H FY26
ROTA D/E (avg)
ROE
20.00%
15.00%
10.00%
5.00%
5.46% 17.28% 12.12% 15.26% 7.63%
0.00%
FY23 FY24 FY25 1H FY25 1H FY26
Growth Runway and Large Target Addressable Market (“TAM”)
In India, 98% of MSMEs are classified as micro enterprises, highlighting a substantial TAM for financial services.
The emerging self-employed individuals and MSME segment is largely unaddressed by lending institutions in
India. (Source: CRISIL Report) As of Fiscal 2025, MSME credit demand is estimated to be around ₹ 159 trillion,
of which 27% to 28% of demand is met through formal financing. (Source: CRISIL Report) As of Fiscal 2025,
total addressable credit demand is estimated at approximately ₹ 76 trillion, out of which current formal financing
stands at approximately ₹42 trillion taking the total addressable MSME credit gap to around ₹ 34 trillion, which
needs to be met by financial institutions. (Source: CRISIL Report) Despite the significant demand, only a very
limited number of organized NBFCs or banks serve these customers. Barriers to entry in this market include high
operational costs for servicing small-ticket loans, nuanced underwriting owing to limited or no available credit
histories of borrowers, limited availability of data for underwriting and stringent regulatory requirements, which
make it challenging for new entrants to effectively cater to this underserved segment. These discrepancies present
a significant opportunity for financial institutions to address the unmet needs of this sector. (Source: CRISIL
Report)
220With our technological and operational capabilities, underwriting expertise and experience over the years, we are
well-positioned to capitalize on the opportunities presented by this growing TAM. For more information, see
“Industry Overview” on page 154.
Diversification of Geographic Concentration with Pan-India Branches
We are the most geographically diversified lender among the Peer MSME Focused NBFCs, with our top three
states accounting for 41.3% and 42.6% of our total AUM as of March 2025 and September 2025, respectively.
(Source: CRISIL Report) Our AUM is also spread across various types of industries, ensuring a balanced presence
in both regional and sectoral terms. This strategic distribution of our portfolio across India reduces the risk of
geographic concentration and strengthens our risk management and operational resilience. The graph below
represents our AUM split by industry as of September 30, 2025:
LIVESTOCK & ALLIED
INDUSTRY
27.12%
MANUFACTURING
49.68%
SERVICES
13.26%
9.94%
TRADING
Over the last three Fiscals and in the six months ended September 30, 2025, we have expanded significantly,
adding more than 260 branches. This expansion reflects our commitment to enhancing reach and accessibility for
our customers across India.
Branch Expansion & States Covered
600 21 21 21 21 21 21.5
21
500
20 20.5
20
400
19.5
300 19
18 18 18.5
200
18
17.5
100
172 211 311 398 478 526 499 568 17
0 16.5
FY20 FY21 FY22 FY23 FY24 FY25 1H FY25 1H FY26
Branches States
Product Fit for Target Customer Profile
Our target customers are micro scale businesses with annual turnovers ranging from ₹ 2.00 million to ₹ 10.00
million, predominantly located in semi-urban areas. The industries we serve include manufacturing, trading,
service and allied agriculture. Customers operate with a permanent business setup and have been in the same line
of business for at least two years. We aim to ensure that our customers are business owners that have established
businesses. As of September 30, 2025, over 90.86% of our customers owned their residence or place of business
221or both, and 94.04% employ five or less employees (excluding direct assignment purchases). Further, as of
September 30, 2025, 37.17% of our newly sourced customers were new to credit. In the absence of availability of
loans from formal lenders, such customers’ need for credit is met through informal sources such as money lenders,
chit funds and personal sources such as friends and relatives, and the interest rates for loans from such sources
generally ranges between 36% to 60% per annum. (Source: CRISIL Report)
Our Product Offerings
We offer a complete range of products, covering both secured and unsecured loans, to our target customer segment.
The table below represents our product offerings, along with details of the collateral involved in each loan and the
typical range of their ticker size, interest rate and tenor:
Sr. Product Offering Type of Collateral Ticket Size Tenor Interest Rate
No. (as of
September 30,
2025)
1. Mortgage Loans Fully secured against property ₹ 0.10 million 48 months to Upto 26% PA
collateral (mostly self-owned to ₹ 1.50 180 months
residences or self-owned million
business premises) and a contract
of hypothecation of working
assets, finished goods and
machinery
2. ‘Saral’ Property Fully secured against property ₹ 0.05 million 36 months to 60 Upto 28% PA
Loans collateral (all kinds of properties) to ₹ 0.60 months
and a contract of hypothecation million
of working assets, finished goods
and machinery
3. Secured Fully secured against a contract ₹ 0.05 million 6 months to 42 Upto 32% PA
Hypothecation Loans of hypothecation of working to ₹ 0.40 months
assets, finished goods and million
machinery
4. Unsecured Partly secured against a contract ₹ 0.05 million 6 months to 42 Upto 32% PA
Hypothecation Loans of hypothecation of working to ₹ 0.40 months
assets, finished goods and million
machinery
The table below provides details of the AUM per product offering in the periods indicated:
Particulars As of September 30,
2025 2024
(₹ million) Percentage of Total (₹ million) Percentage of Total
AUM (%) AUM (%)
Mortgage Loans 11,620.40 19.28% 4,727.41 9.49%
‘Saral’ Property Loans 1,047.76 1.74% 1,138.34 2.29%
Secured Hypothecation Loans 24,719.26 41.01% 23,280.23 46.75%
Unsecured Hypothecation Loans 22,888.82 37.97% 20,651.66 41.47%
Total 60,276.22 100.00% 49,797.64 100.00%
Particulars As of March 31,
2025 2024 2023
(₹ million) Percentage of (₹ million) Percentage of (₹ million) Percentage of
Total AUM Total AUM Total AUM
(%) (%) (%)
Mortgage Loans 8,143.67 14.72% 3,345.61 7.50% 506.40 1.86%
‘Saral’ Property Loans 1,096.10 1.98% 1,183.28 2.65% 1,163.17 4.27%
Secured Hypothecation Loans 24,138.20 43.62% 23,182.57 51.94% 17,309.88 63.60%
Unsecured Hypothecation 21,961.00 39.68% 16,921.44 37.91% 8,236.06 30.26%
Loans
Total 55,338.96 100.00% 44,632.91 100.00% 27,215.51 100.00%
By addressing the opportunity for business loans against the collateral of property or against hypothecation of
working assets, our product offerings address the market opportunity for under-served micro scale enterprises.
222Underwriting and Collections Methodology
Our underwriting capability is a key competitive advantage that aids in assessing creditworthiness of our
customers. Our target customers, who have an average annual turnover of ₹ 2.00 million to ₹ 10.00 million,
typically do not possess required documentation to demonstrate their business income. We have pioneered a
‘business cluster’ based underwriting methodology, which has been developed from our specific understanding of
over 70 business clusters across India as of September 30, 2025. These business clusters are bifurcated as either
‘horizontal’ or ‘vertical’ clusters, with horizontal clusters comprising businesses that exhibit the same commercial
and operational attributes across different geographies, and vertical clusters comprising businesses operating in
the same geographies with varying commercial and operational attributes.
Our business cluster-based underwriting approach, based on an in-depth analysis of over 70 clusters, has enabled
us to build a comprehensive internal knowledge database that helps estimate business cash flows and profit
margins based on observable data points. Our proprietary model for existing clusters is reviewed periodically to
hone underwriting models.
In specific clusters where we have substantial experience through a large number of loans serviced, we have also
developed data science models for simplified and faster credit decisions. As of September 30, 2025, 23.88% of
loans originated (excluding allied agriculture) have been supported by data science-based assessment models. By
combining data-driven analysis with a deep understanding of market dynamics, we make informed decisions that
minimize risk and enhance our ability to serve these underserved segments. We also use ML models for the
assessment of repeat borrowers, along with a risk-based renewal scorecard to support the credit evaluation process.
We believe that our underwriting ability has helped us achieve scale in a market segment that has been difficult to
operate in.
Our collection levels are attributed to our effective prioritization of efforts, timely customer contact, and the
integration of automation, data science, and field presence in our collections strategy. As of September 30, 2025,
over 93.45% of our active loans are managed with the Automated Clearing House (“ACH”) mandates for monthly
repayments, ensuring that collection of equated monthly installments (“EMIs”) is conducted with accuracy and
efficiency. A data science model determines the most effective treatment approach—whether SMS, voice bot, tele-
calling, or field visit — based on predictive analysis. Once an EMI becomes overdue, another ML model
prioritizes and allocates collection efforts. Collections are managed through a combination of digital channels,
tele-calling, and field visits, each optimized by ML models. Our collection management system (“CMS”) is an
automated platform that tracks the GPS location of collectors, their activity trails, and customer payment promises,
with receipts for field payments delivered electronically to customers’ mobile phones.
Technology-Enabled Branches
We employ a ‘phygital’ model, which is a combination of our ‘high touch’ approach (namely, contact by branch
teams) and our high-tech digital capabilities. As of September 30, 2025, we served our customers through a pan-
India network of 568 branches across 18 states and 3 union territories. The integration of technology in our
223
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1operations is critical, as it enables us to manage the complexity of cluster-based underwriting, economically
service a small ATS on disbursement of ₹ 0.18 million and effect timely controls in our business operations. Our
focus is on using end-to-end technology to streamline operations across sourcing, underwriting, disbursement and
collections. This approach allows us to enhance our branch-based model and effectively address competition from
new entrants by maintaining a high level of technological readiness and operational efficiency.
Using a data lake created securely in the cloud, our teams develop and deploy statistical ML models that improve
the execution of many key business processes. Use of data science models have been deployed in a variety of
areas like underwriting, collection, employee hiring and customer contact optimisation.
Financial and Operational Parameters
We have witnessed consistent revenue growth and profitability in the three preceding Fiscals. Our profit after tax
increased from ₹ 398.73 million in Fiscal 2023 to ₹ 1,752.52 million in Fiscal 2025, growing at a rate of
339.53% and was ₹ 645.97 million in the six months ended September 30, 2025.
Profit after Tax (in ₹ million)
2,000.00 1,716.79 1,752.52
1,500.00
1,078.00
1,000.00
645.97
398.73
500.00
0.00
FY23 FY24 FY25 1HFY25 1HFY26
The following table sets out certain financial and operational parameters in the relevant periods:
Particulars As of / For the Six Months
As of / For the Year Ended March 31,
Ended September 30,
2025 2024 2025 2024 2023
(₹ million, unless otherwise specified)
Operational Parameters
Number of Unique Customers(1) 586,825.00 508,224.00 554,699.00 454,586.00 305,524.00
Repeat Retention Rate (%)(2) 41.16% 49.03 49.54% 49.59% 41.18%
Repeat Loans Disbursed(3) 11,768.80 9,114.24 19,076.76 14,897.96 6,048.80
Number of Active Accounts(4) 589,352.00 511,476.00 557,760.00 458,262.00 311,013.00
AUM(5) 60,276.22 49797.64 55,338.96 44,632.91 27,215.51
AUM year-on-year growth (%) 21.04% 47.84% 23.99% 64.00% 57.45%
Gross Disbursements 23,167.95 20,141.46 42,913.39 39,389.34 23,570.93
AUM per Branch 106.12 99.79 105.21 93.37 68.38
ATS on Disbursement** 0.18 0.15 0.16 0.15 0.13
Number of Branches(6) 568 499 526 478 398
Disbursals per Branch 40.81 40.36 81.58 82.40 59.22
Disbursement Productivity 4.19 5.22 5.24 6.85 6.57
(number)(7)
Number of Employees 10,459.00 8,388.00 9,102.00 6,825.00 5,724.00
Disbursal per Employee 2.22 2.40 4.71 5.77 4.12
Financial Paramete
Total Income 8,630.22 7,170.45 15,049.87 10,717.50 6,433.35
Net Worth(8) 17,273.72 15,931.74 16,588.68 12,326.47 7,544.93
Net Interest Income(9) 4,749.66 4,109.84 8,579.62 6,221.55 3,685.25
Net Interest Margin (%) 14.12% 15.38% 15.31% 15.56% 13.54%
Pre Provision Operating 1,681.31 3,068.89 3,046.56 922.46
1,065.04
Profit(10)
Profit Before Tax 825.78 1,441.09 2,250.12 2,278.56 713.96
Profit After Tax for the period/ 1,078.00 1,752.52 1,716.79 398.73
645.97
year
224Particulars As of / For the Six Months
As of / For the Year Ended March 31,
Ended September 30,
2025 2024 2025 2024 2023
(₹ million, unless otherwise specified)
Operational Parameters
Total borrowings(11) 52,184.98 40,831.01 45,263.25 34,989.90 22,961.61
Total assets(12) 71,160.09 58,190.46 63,386.28 48,695.93 31,259.99
Yield (%)(13) 25.39%* 27.12%* 26.53% 26.41% 25.46%
Average cost of borrowings (%)(14) 11.21%* 11.64%* 11.57% 11.40% 11.80%
Debt to Equity Ratio(15) 3.02 2.56 2.73 2.84 3.04
Cost to Income Ratio (%)(16) 52.62% 48.39% 50.10% 50.96% 66.03%
Operating Expenditure Ratio 9.45%* 8.83% 9.27% 9.49% 10.80%
(Opex / Total Assets) (%) (17)
Credit Cost (%) 5.14%* 3.79%* 5.15% 3.29% 2.70%
Return on Total Assets (%)(18) 1.92%* 4.03%* 3.13% 4.29% 1.47%
Return on Equity (%)(19) 7.63%* 15.26%* 12.12% 17.28% 5.46%
Gross NPA Ratio (%)(20) 4.85% 3.32% 4.21% 3.19% 2.49%
Net NPA ratio (%)(21) 1.78% 1.15% 1.40% 0.91% 1.28%
Provision Coverage Ratio 66.07% 67.56% 72.14% 49.82%
64.47%
(%)(22)
Capital Adequacy Ratio (%) 32.27% 37.61% 34.92% 32.79% 31.07%
Tier I Capital (%) 32.27% 37.61% 34.92% 32.79% 31.07%
* Annualized.
**Excluding loans disbursed through SwitchPe.
Notes:
(1) Unique Customers represents our unique borrower who had an active loan with us at the last day of the relevant period/year.
(2) Repeat Retention Rate represents the number of customers who took repeat loans during their lifetime plus the number of attrited
customers who took repeat loans in the current month, divided by the number of customers with EMI end dates in the current month.
(3) Repeat loans represent the gross amount of subsequent loans taken by a borrower after taking the first loan with us in the relevant
period / year.
(4) Active Accounts represents our total active loans taken by our borrowers at the last day of the relevant period/year.
(5) AUM represents aggregate of future principal outstanding, principal overdue held in our books as on the last day of the relevant period,
as well as loan assets which have been transferred by our Company by way of securitization, including assignees’ share of loan portfolio
transferred under direct assignment and/ or co-lending transactions and are outstanding as on the last day of the relevant period.
(6) Number of branches represents the aggregate number of branches of our Company as of the last day of relevant period/year.
(7) Disbursement productivity represents ratio of total fresh loans disbursed by loan officers excluding mortgage loans.
(8) Net Worth represents total equity as of the last day of the relevant period/year.
(9) Net Interest Income represents Interest Income less Finance Cost of the relevant period / year.
(10) Pre Provision Operating Profit represents the sum of profit for the relevant year and impairment allowance (ECL provision) for such
period/year.
(11) Total Borrowings represents the aggregate of debt securities and borrowings (other than debt securities) as of the last day of the
relevant period/year.
(12) Total Assets represents total assets as of the last day of the relevant period/year.
(13) Yield represents the ratio of interest income for the period/year to the average AUM for the period/year.
(14) Average Cost of Borrowings represents Finance Cost for the relevant period/year as a percentage of Average Total Assets in such
period/year. Average Total Borrowings is the simple average of our monthly Total Borrowings outstanding as of the last day of the
month starting from the last month of the previous period/year and ending with the last month of the relevant period/year.
(15) Debt to equity ratio represents Debt securities, Borrowings other than debt securities, subordinated liabilities (lease liabilities)) / Net-
worth. As of the last day of the relevant period/year.
(16) Cost to Income Ratio represents Operating Expenses upon total income less finance costs for the relevant period/year.
(17) Operating Expenditure Ratio represents the Operating Expenses for the relevant period/year upon Average of Total Assets, represented
as a percentage.
(18) Return on Total Assets is calculated as the profit after tax for the relevant year as a percentage of Average Total Assets in such year.
(19) Return on Equity is calculated as the profit after tax for the relevant year as a percentage of Average Net Worth in such year.
(20) Gross NPA represents Gross Loan Book pertaining to loans which are required to be classified as NPA as per the Income Recognition,
Asset Classification and Provisioning Norms issued and modified by RBI from time to time. Gross NPA ratio (%) represents the Gross
NPA to the Gross Loan Book as of the last day of the relevant period, as per the Income Recognition, Asset Classification and
Provisioning Norms issued and modified by RBI from time to time.
(21) Net NPA ratio represents the ratio of our Net NPA to Net Loan portfolio as of last day of the relevant period/year. Net Loan portfolio
represents total loan portfolio reduced by impairment allowance, as per the Income Recognition, Asset Classification and
Provisioning Norms issued and modified by RBI from time to time.
(22) Provision Coverage Ratio represents total provisions held on Gross NPA as of the last day of the year, as a percentage of total Gross
NPAs as of the last day of the period/year.
225Competitive Strengths
Leading Lender of Small-Ticket Loans to Micro Scale MSMEs with Comprehensive Product Offerings and
Focus on Serving Large and Unaddressed TAM
We are uniquely positioned in the micro enterprise lending space as one of the only providers among the Peer
MSME Focused NBFCs to offer a full product line (secured and unsecured) to serve a large unaddressed customer
segment, with a mix of secured and unsecured MSME loans in our portfolio. (Source: CRISIL Report) In addition
to providing loans secured against property as collateral, we have expanded our coverage to include a large number
of businesses that intend to borrow loans against hypothecation of their working assets. The infographic below
represents our product mix (on the basis of AUM) as of September 30, 2025:
Product Mix (AUM as on September 30, 2025)
19.28%
Mortgage
1.74%
37.97%
Saral
Hypothecation Secured
41.01%
Hypothecation Unsecured
We disburse loans through our branch offices and our supply chain finance platform, SwitchPe. For details on the
SwitchPe platform, see " – Business Operations – Other Loans – SwitchPe" on page 241. The table below
provides details of the ATS on disbursement and average tenor of our product offerings, as of September 30, 2025:
S. No. Product Offering ATS on Disbursement (₹ Average Tenor (months)
million)
1. Mortgage Loans 0.41 75.12
2. ‘Saral’ Property Loans 0.19 39.54
3. Secured Hypothecation Loans 0.15 28.56
4. Unsecured Hypothecation Loans* 0.17 31.06
*Excluding loans disbursed through SwitchPe.
India has over 57.7 million MSMEs, of which 98% of MSMEs are classified as micro enterprises. (Source: CRISIL
Report) MSMEs in India contribute approximately 30% to the national GDP and face a substantial unmet credit
demand estimated at ₹ 103.00 trillion. (Source: CRISIL Report) Formal lending to MSMEs has often been
constrained due to high risk perception and prohibitive cost of delivering services physically, due to which the
market of MSMEs is largely unaddressed by lending institutions in India. (Source: CRISIL Report) According to
the CRISIL Report, as of Fiscal 2025, the MSME credit demand is estimated to be around ₹ 159 trillion, of which
27% to 28% of demand is met through formal financing, and the credit gap is estimated to have increased to ₹
117 trillion as of Fiscal 2025. (Source: CRISIL Report) While banks have remained the major source of finance
for MSMEs with credit requirements of ₹ 0.10 million to ₹ 0.50 million, the share of NBFCs has increased from
9.2% in Fiscal 2019 to 16.6% in Fiscal 2025, and is expected to rise further in this segment. (Source: CRISIL
Report)
Our deep understanding of micro scale businesses allows us to address the specific needs of a customer segment
that remains largely untapped by competitors, providing us with a clear competitive advantage. Our services are
available across more than 70 industrial and business clusters within the MSME sector as of September 30, 2025,
demonstrating our extensive and diversified market coverage. In addition, as of September 30, 2025, we had a
base of 586,825 active customers, which makes us the MSME lender among the Peer MSME Focused NBFCs
with the largest customer base in India. (Source: CRISIL Report)
We maintain a granular portfolio with an ATS on disbursement of approximately ₹ 0.18 million. The monthly
repayments available as part of our loans are affordable to our customers and help manage credit risks and avoid
226pressure on our yields. Set out below is a comparison of our ATS and yields in Fiscal 2025 to those of the Peer
MSME Focused NBFCs:
Strong Sourcing Capabilities Supported by a Diversified Pan-India Presence and High Customer Retention
Our AUM has grown from ₹ 27,215.51 million as of March 31, 2023 to ₹ 44,632.91 million as of March 31, 2024,
to ₹ 55,338.96 million as of March 31, 2025, and was ₹ 60,276.22 million as of September 30, 2025. Our
disbursements grew from ₹ 23,570.93 million in Fiscal 2023 to ₹ 39,389.34 million in Fiscal 2024, and to ₹
42,913.39 million in Fiscal 2025, and were ₹ 23,167.95 million in the six months ended September 30, 2025.
Accordingly, our active base of unique customers has grown from 305,524 as of March 31, 2023 to 454,586 as of
March 31, 2024, and to 554,699 as of March 31, 2025, and was 586,825 as of September 30, 2025. We have also
recorded the highest growth in AUM per branch and AUM per employee between Fiscal 2023 to Fiscal 2025
among the Peer MSME Focused NBFCs. (Source: CRISIL Report)
As of September 30, 2025, our footprint across India covers 415 districts, spanning 18 states and 3 union territories,
with 568 branches across India. Our wide geographic presence enables us to attract new customers from a large
catchment geography. All four zones, North, South, East and West, are led by experienced teams, ensuring a
mature and well-established business foundation in each region. The mix of AUM is well-distributed across these
zones, contributing to our overall portfolio diversification, with 34.80% in the North, 27.79% in the East, 22.73%
in the West and 14.69% in the South, as of September 30, 2025. We are the most geographically diversified lender
among the Peer MSME Focused NBFCs, with our top three states accounting for 41.3% and 42.6% of our total
AUM as of March 2025 and September 2025, respectively. (Source: CRISIL Report) As such, our AUM has the
most diversified footprint in terms of top state concentration, with no state having more than 15.77% AUM
concentration as of March 31, 2025, which is lowest among the Peer MSME Focused NBFCs. (Source: CRISIL
Report) Our strategy to spread our AUM growth across regions and avoid concentration in particular states keeps
us insulated from regional or state-specific business and operational disruptions. The map below shows
diversification across the zones in which we operate, while the graph below sets forth our customer concentration
levels from our top 1 and top 5 States for the years/ periods indicated:
227Geographic Concentration of Portfolio
57.00%
60.00% 55.12% 55.54%
53.50% 53.54%
50.00%
40.00%
30.00%
20.00% 14.92% 14.10% 14.98% 14.45% 15.77%
10.00%
0.00%
FY23 FY24 FY 25 1H FY25 1H FY26
Top State Top 5 State
The table below sets forth details of our AUM for our top 5 and top 10 States, as of September 30, 2025:
Particulars AUM as of September 30, 2025 (₹ million) Percentage of Total AUM
(%)
Top 5 States 34,355.46 57.00%
Bihar 9,505.26 15.77%
Uttar Pradesh 9,009.31 14.95%
Rajasthan 7,198.59 11.94%
Madhya Pradesh 4,603.53 7.64%
Maharashtra 4,038.77 6.70%
Top 10 States 49,758.65 82.55%
Bihar 9,505.26 15.77%
Uttar Pradesh 9,009.31 14.95%
Rajasthan 7,198.59 11.94%
Madhya Pradesh 4,603.53 7.64%
Maharashtra 4,038.77 6.70%
Jharkhand 3,454.67 5.73%
228Particulars AUM as of September 30, 2025 (₹ million) Percentage of Total AUM
(%)
Tamil Nadu 3,459.55 5.74%
Haryana 3,179.47 5.27%
Karnataka 2,897.94 4.81%
Punjab 2,411.56 4.00%
Other States/ Union Territories 10,517.57 17.45%
Total AUM 60,276.22 100.00%
In terms of our sourcing capabilities to attract new customers, our strategy has been to rely entirely on in-house
origination, so as to ensure that there is minimal compromise in the quality of our sourcing and that the
underwriting of lending risks is based on factual data. Through the elimination of reliance on direct selling agents
and third parties for sourcing, we have been able to develop a better understanding of our customer segments and
reduce early delinquencies that can arise from mis-selling. As of September 30, 2025, we have 1,019 relationship
officers in our mortgage loans business and 3,905 loan officers in our hypothecation loans business. Our sourcing
is conducted through branch-led marketing efforts, which ensures regular customer engagement and helps us in
building trust and providing hands-on support, thereby strengthening customer relationships.
We have been able to deliver 29.3 loans per employee during Fiscal 2025, which is the highest among the Peer
MSME Focused NBFCs. (Source: CRISIL Report) Our sourcing to disbursal turnaround time (which refers to the
average time taken to disburse fresh loans from the sourcing date under the full appraisal process) was 8.63 days,
9.82 days, 8.52 days, 9.40 days and 9.68 days in the six months ended September 30, 2025 and September 30,
2024, and in Fiscals 2025, 2024 and 2023, respectively. We have also witnessed the highest reduction in our cost
to income ratio from Fiscal 2023 to Fiscal 2025 to the extent of 16%, which was the highest reduction among the
Peer MSME Focused NBFCs. (Source: CRISIL Report)
The shorter tenures of our loans open the possibility of repeat loans to customers with good credit behavior. We
actively solicit repeat loan business through our call centre with 84 callers, as of September 30, 2025. The calls
are targeted at ‘low risk’ customers as scored by a repeat data science model. These are further validated by our
field credit officers during their loan review visits. Our call centre witnessed an incremental conversion rate of
53.39% during Fiscal 2025, and originated an average disbursement of ₹ 16.49 million per call per month during
Fiscal 2025. Overall, we witness a high level of customer stickiness, which refers to the intention of our customers
to continue their relationship with us. This is also evident in our low foreclosure rate of less than 2.86%
(annualized) for Fiscal 2025, wherein foreclosure refers to an event when a customer pays their outstanding dues
before the defined EMI end date, barring cases of loan closure due to death or write-off. Further, we also witnessed
a high net promoter score of 89.65% in Fiscal 2025, which represents the rating provided by a random sample of
customers as to how likely they are to refer our product offerings and services to others based on their experience.
As of September 30, 2025, over 41.16% of repeat retention rate is seen with customers who are eligible for repeat
loan. Repeat Loans account for % of total AUM as of September 30, 2025.
Further, as on September 30, 2025, we have 5,46,069 hypothecation loan borrowers of which 90.91% either own
their residential property or their business premises. This presents a substantial opportunity to upsell the relatively
larger ticket size mortgage loans.
Repeat loans and upselling of mortgage property loans are an important part of our growth strategy, as nurturing
long-term relationships with repeat customers not only enhances portfolio stability but also drives sustainable
growth by reducing acquisition costs and increasing lifetime customer value. The table below provides details of
our repeat customers and repeat loans in the periods / years indicated:
Six months ended September 30, Fiscal
Particulars
2025 2024 2025 2024 2023
Repeat customers 54,697 46,958 95,360 80,290 35,253
229Repeat Loans Disbursed (₹ million)
19,076.76
14,897.96
11,768.80
9,114.24
6,048.80
FY23 FY24 FY25 1H FY25 1H FY26
Repeat Loans Disbursed (₹ million)
The table below sets forth certain information in relation to our loans for the periods / years indicated:
Particulars As of September 30, As of March 31,
2025 2024 2025 2024 2023
Fresh Repeat Fresh Repeat Fresh Repeat Fresh Repeat Fresh Repeat
Loans Loans Loans Loans Loans Loans Loans Loans Loans Loans
Disbursed Disbursed Disbursed Disbursed Disburse Disburse Disburse Disburse Disburse Disburse
d d d d d d
Number of 71,311.00 54,697.00 83,701.00 46,958.00 170,923.0 95,360.00 189,218.0 80,290.00 144,827.0 35,253.00
Loans 0 0 0
ATS (₹ 0.15 0.22 0.13 0.19 0.13 0.20 0.13 0.19 0.12 0.17
million)
Tenor 37.42 37.12 30.89 33.42 34.11 34.71 28.63 33.60 25.32 30.76
(months)
Rate of 28.63 26.96 29.40% 27.39% 29.00 27.18 29.69% 27.06% 30.03% 27.37%
interest*
(%)
AUM (₹ 31,331.16 28,945.07 28,758.51 21,039.13 30,598.84 24,740.12 27,872.68 16,760.23 18,755.05 8,460.46
million)
Total 10,555.02 11,768.80 10,768.40 9,114.24 22,968.33 19,076.76 24,406.29 14,897.96 17,520.92 6,048.80
Disbursem
ents (₹
million)
Note: Except for AUM, all of the figures disclosed above do not take into account loans disbursed through SwitchPe, which is a revolving
credit facility.
* Rate of interest is defined as weighted average rate of interest on fresh/repeat loans disbursed in the relevant period/year, where weights
being the amount of total loans disbursed (in amount) during the relevant period/year.
Effective Underwriting Methodology
Our underwriting expertise gives us a key competitive advantage that has been honed over the years. Lending to
MSMEs involves challenges such as limited financial records, small loan sizes, restricted access to traditional
banks and financial institutions, and reluctance to provide property as collateral for smaller loans, making it
difficult to underwrite loans for such customers. (Source: CRISIL Report) The foundation of our approach to
evaluating creditworthiness is based on a reliable estimation of business cash flows and margins based on specific
understanding of the ‘business cluster’ using observable data points. We have pioneered a ‘business cluster’ based
underwriting methodology, developed from our specific understanding of over 70 business clusters, as of
September 30, 2025. These clusters range from shoe manufacturing in Agra, Uttar Pradesh, to garment trading in
Patna, Bihar to toys and wooden furniture in Channapatna, Karnataka. This unique approach to credit assessment
has evolved through years of operations, creating a cluster knowledge bank that enhances our understanding of
diverse business in manufacturing, trading, services, and animal allied agriculture. Building expertise in cluster-
based approach require considerable investment of time and resources and presents a notable challenge for new
230entrants to replicate in this sector (Source: CRISIL Report), which provides us a competitive edge over other
NBFCs in this segment.
Our approach is suitably supported by proprietary data science methods to minimize subjective field biases that
may arise in traditional personal discussion based methods. Our physical branches located near these business
clusters also supplement the underwriting process by adding local market knowledge and insights. Our
underwriting process has a two-pronged assessment: initial data collection and preliminary evaluation are
conducted at the branch level, while decision-making on all approvals is centralized at the head office. Our
technology platform enables speedy throughput, delivering rapid turnaround times despite the centralized
underwriting.
Combining data-driven analysis with a deep understanding of markets has allowed us to take informed
underwriting decisions, minimize risk and enhance our ability to serve these under-served segments. This hybrid
‘phygital’ approach enables better underwriting and allows greater flexibility in providing business loans suited
to the need of the micro scale enterprises, while maintaining high asset quality standards.
The end usage of loans is tracked by our field credit and vigilance teams to ensure proper utilization and minimize
risk. Our field vigilance team conducts risk-based sampling to prevent mis-selling and operational fraud, further
supporting the integrity of our underwriting process. The strength of our unique framework is reflected in
underwriting quality metrics like non-starters and early delinquency.
Non-Starter Early Delinquency
0.35% 0.34%
0.31% 0.29%
0.26%
0.07% 0.08% 0.09% 0.10% 0.08%
FY23 FY24 FY25 1H FY25 1H FY26 FY23 FY24 FY25 1H FY25 1H FY26
Non-Starter Early Delinquency
*Non-Starter: Delinquent in first month EMI, Early Delinquency: delinquent in any of first three EMIs.
Robust Multi-Tiered Collection Capabilities
Our collection processes have been designed to address the repayment behaviors of our target customer segment.
This starts with ensuring that our customers have registered ACH mandates to minimize cash collection on the
field. Additionally, to enhance repayment adherence, customers receive calibrated reminders prior to their EMI
dates through SMS, voice bot, tele-calling, or field visits. Furthermore, we deploy a strong field collection team
that is supported by data science models to optimize collection outcomes. Through the effective execution of our
collection efforts, we ensure that the overdue buckets are managed tightly. Our ratio of Stage 2 assets to total gross
231loans was 1.65% and 1.82% as of September 30, 2025 and March 31, 2025, respectively, which was the lowest
among the Peer MSME Focused NBFCs in those periods. (Source: CRISIL Report)
Our collection strategy comprises a three-tiered in-house collection infrastructure, consisting of the following:
(3) Tele-calling units;
(4) Field collection teams; and
(5) Legal and recovery teams
As of September 30, 2025, our tele-calling units have 310 call centre staff at Gurugram, Haryana and Bengaluru,
Karnataka, suited to local language needs. An ML model for default protection alerts us in advance about
customers who are more likely to default on their EMIs. The call centre orchestrates digital communication, voice
bots and agent calling through auto-dialer to optimize the default prevention effort. Once the default occurs, a
second machine learning model helps the call centre extract almost half of these defaults for a quick four-day
digital and tele-calling campaign that typically generates repayments from 25% to 40% of these customers over
the four days. The remaining default cases are then allocated to the field collections team to pursue further.
Field collections are managed by our in-house team of over 3,905 loan advisors, 1,019 relationship officers, and
880 ‘soft collection’ officers each as of September 30, 2025, who manage non-delinquent customers that were
regular with their EMI payments at the end of the last month, and delinquent cases below 30 DPD. We had 933
‘hard bucket’ collections staff as of September 30, 2025, who manage all delinquent cases above 30 DPD. Our
branches are staffed with persons sourced from the local area, with each branch servicing an area with a limited
radius, resulting in branch staff being able to respond speedily. Our collections management system has features
to record collections trails, log and monitor promises to pay by customers, use GPS logs and issue electronic
receipts for collection of repayments by customers. Data science helps in prioritizing the collections efforts on the
field by modeling customer repayment behavior.
Legal and recovery efforts are usually initiated when the loan reached the 90 DPD stage. While on the field, such
cases are followed up by our in-house collections and settlements staff, these cases are also given to our contracted
tele-collection agencies. Specialised legal managers in the collections function send out default notices and initiate
further legal remedies. For write-off cases, we continue to make recoveries through the contracted tele-collection
agencies.
Building Resilience through Technological Prowess
We follow a ‘phygital’ business model that combines the strengths of physical and digital channels to optimize
operations. This integrated model enables us to manage the complexity of cluster-based underwriting,
economically source and service a small loan ticket size on disbursement of ₹ 0.18 million and monitor and affect
timely controls in our business operations. It also allows us to leverage the benefits of both physical presence and
digital technology, delivering a seamless and cost-effective experience for our customers.
We utilize a flexible, cloud-based technology stack that enables scalable operations without significant capital
expenditure. All business units access core systems such as loan management systems (“LMS”), collection
systems, and applications such as CMS, loan origination systems (“LOS”), human resources administration
232(“HRMS”) and enterprise resource planning (“ERP”) for seamless operations. Workflow management, powered
by ServoStream, streamlines processes across both mobile and web platforms.
The effective automation of our processes has resulted in the use of many APIs to garner surrogate data, validate
KYC details from UIDAI, extract credit bureau records, get NACH registered and receive payments digitally.
This automation extends to use of GPS to track locations, analysis of customer contact trails and field vigilance
monitoring. We endeavor to ensure data security through our resilient identity and access management system. As
of September 30, 2025, some of the salient metrics achieved by us as part of our efforts to automate our processes
are as follows:
• 100% paperless loan sanctioning;
• 98.84% digital signing of loan disbursements (excluding direct assignment purchases) during the six months
ended September 30, 2025;
• 100% cashless disbursements;
• 93.45% of our customers (excluding through direct assignment purchases) are NACH registered;
• 100% of the repayment receipts to customers have been automated;
• Automated underwriting models for over 70 business clusters; and
• 23.88% straight through underwriting via data science scores.
All our core systems are integrated to the ‘Alteryx’ and ‘Tableau’ based data warehouse solutions that help in
monitoring of operational metrics. This comprehensive and layered technology stack allows us to maintain
flexibility, security and efficiency in our operations.
We have an in-house data science and AI team that works closely with the sourcing, credit, and collections teams
and has built various technological assets for key decision making across the customer life cycle. Advanced AI/ML
models are deployed to optimize the customer journey, such as: upfront bureau screening model; bounce
likelihood model; repeat credit risk model; central underwriting credit risk model; and early payment likelihood
model. This framework makes up a set of predictive models from sourcing to collections to improve effectiveness
and efficiency, from cashless distributions and collections to paperless loan cycles, enabling us to deliver end-to-
end technologically integrated services to our customers.
Our customers are provided with a customer application on their mobile phones at no charge, which provides them
a seamless and user-friendly experience and allows them to access essential financial services and information.
Set forth below are screenshots of our mobile application:
233Through this application, users can manage their loan accounts, track repayments and apply for repeat loans. It
also offers features such as viewing transaction histories and accessing customer support. The application is a
crucial tool in enhancing our customer engagement and ensuring that our financial services are easily accessible
to micro business owners.
Access to Diversified Lender Base and Cost-Effective Financing
We have historically funded our growth through a combination of equity and debt financing. Our debt to equity
ratio was 3.02, 2.56, 2.73, 2.84 and 3.04 as of September 30, 2025 and September 30, 2024 and March 31, 2025,
March 31, 2024 and March 31, 2023, respectively. We benefit from a diversified lender base, accessing capital
from 82 different lenders as of September 30, 2025. Our lender base has increased from 56, as of March 31, 2023
to 80, as of March 31, 2025.
We have historically secured and seek to continue to secure cost effective funding through a variety of sources,
including public sector banks, private sector banks, small finance banks, foreign banks other non-banking financial
institutions, developmental financial institutions, multilateral agencies and public investors, together with NCDs,
pass through certificates, and direct assignment of loans. Our liability profile features a mix of financial
instruments, of which as of September 30, 2025, 59.02% are term loans or working capital demand loans
(“WCDLs”) and pass-through certificates (“PTCs”), 28.95% are non-convertible debentures (“NCDs”) and
12.03% are external commercial borrowings (“ECBs”). Our large lender base also ensures access to liquidity to
meet our financing needs and helps mitigate risks relating to liquidity, maturity mismatches, interest rates and
concentration. Our credit ratings have consistently improved over the years, and as of September 30, 2025, we
have been rated ‘A’ by ICRA and India Ratings, and ‘B+’ with a positive outlook by CARE Edge Global.
234Borrowings as of September 30, 2025
18.34%
0.27% 30.23%
19.25%
31.91% Banks NBFCs
DFI Accrued Int. & EIR
Others/FI
12.00% 3.04 3.02 3.1
3
11.80%
2.84
2.9
11.60% 2.73 2.8
11.40% 2.7
2.56
2.6
11.20%
2.5
11.00%
2.4
11.80% 11.40% 11.57% 11.64% 11.21%
10.80% 2.3
FY23 FY24 FY25 1H FY25 1H FY26
Average cost of borrowings (%) D/E (avg)
In the six months ended September 30, 2025 and September 30, 2024 and in Fiscals 2025, 2024 and 2023, our
average cost of borrowings were 11.21% (annualized), 11.64% (annualized), 11.57%, 11.40% and 11.80%,
respectively, reflecting our experience with accessing domestic capital markets at competitive terms. Our
borrowing from banks (which includes interest accruals) has increased from 18.57% as of March 31, 2023 to
29.95% as of March 31, 2025, and was 31.38% as of September 30, 2025, reflecting a strategic shift towards more
stable and cost-effective sources of capital.
We have a vibrant securitization program supported by a diverse group of investors, providing stability to our
funding structure even during difficult financial markets, such as during the COVID-19 pandemic. Our financing
mix includes term loans / WCDLs / PTCs, NCDs and ECBs, amounting to ₹ 30,799.25 million, ₹ 15,109.33
million, and ₹ 6,276.40 million, respectively as of September 30, 2025, ensuring a balanced approach to capital
acquisition.
In terms of our assets and liabilities, as of September 30, 2025 and September 30, 2024 and as of March 31, 2025,
March 31, 2024 and March 31, 2023, our assets had an average tenor of 29.23 months, 25.17 months, 27.40
months, 25.08 months and 21.98 months, respectively, while our liabilities had an average tenor of 23.43 months,
24.17 months, 25.85 months, 22.06 months and 20.17 months, respectively, for such dates. We have a judicious
asset liability management policy, which is demonstrated by positive cumulative mismatch on maturity of our
assets and liabilities as of September 30, 2025 and September 30, 2024 and as of March 31, 2025, March 31, 2024
and March 31, 2023, which has allowed us to meet the growing loan demands of our increasing borrower base.
For further information, see “Selected Statistical Information – Asset Liability Management” on page 462.
We continue to augment our efforts to diversify our sources of capital with access to a wider set of investors. We
are also focused on lowering borrowing costs by changing the borrowing mix towards large banks and raising
debt with lower collaterization costs.
235Experienced and Professional Management Team backed by Marquee Investors with a Committed Employee
Base
Our Company is led by an experienced and professional management, including KMPs and Senior Management
with rich industry experience, who have demonstrated their ability to deliver growth and profitability across
business cycles. Our Senior Management bring in diverse experience in their functional areas in finance and
lending along with a deep understanding of the small business finance landscape in India.
Sanjay Sharma, our founder and Managing Director, holds a bachelor of technology degree in mechanical
engineering from the Indian Institute of Technology Bombay and a post graduate diploma from the Indian Institute
of Management, Bangalore. He started his long career in banking and financial services with the Hongkong and
Shanghai Banking Corporation Limited in 1988. He was also previously associated with Standard Chartered Bank,
both in India and the United Arab Emirates, HDFC Bank, ICICI Limited and Max New York Life Insurance
Company Limited and Tamweel International (a division of Tamweel PJSC). Niraj Kumar Kaushik, our Deputy
Chief Executive Officer, previously associated with Bajaj Finance Limited, Royal Bank of Scotland N.V, ICICI
Personal Financial Services Limited, Religare Finvest Limited and Larsen & Toubro Limited. Sovan Satyaprakash,
our interim Chief Financial Officer, was associated with Tata Consultancy Services. Ujual George, our Chief
Operating Officer, has held senior management positions in RBL Bank Limited, Abu Dhabi Commercial Bank
PJSC and Barclays Bank PLC. Jinu Joseph, our Chief Technology Officer, has been associated with Citicorp
Overseas Software Limited, Polaris Software Lab Limited, Accenture Services Private Limited, IBM India Private
Limited and IDFC First Bank. Vipul Sharma our Company Secretary and Compliance Officer was previously
associated with AU Small Finance Bank Limited, Satin Creditcare Network Limited, Hero Group, Jubilant Bhartia
Group and Jaypee Group. This leadership team brings extensive expertise in finance, operations, and strategic
management, driving our vision and growth.
Our leadership team is supported by a seasoned senior management team, with diverse experience across a range
of financial products and functions related to our business and operations. Our senior management team comprises
Niraj Kumar Kaushik – Deputy Chief Executive Officer; Ujual George – Chief Operating Officer; Jinu Joseph –
Chief Technology Officer; Nancy Gupta, Chief Risk Officer; Piyush Maheshwari, Head – Credit and Field
Operations; Ankur Sharma, Head – Human Resources; Tejamoy Ghosh, Head – Data Science and Artificial
Intelligence; Kapil Goyal, Head of Internal Audit and Akash Damodar Purswani, Head – Collections. For details
in relation to their profiles, see “Our Management – Brief biographies of our Senior Management” on page
298.
We have zonal heads for business, credit and collections, with regional experience that allows them to grow our
operations in their respective areas and ensure business efficiency. Each of our zonal heads has more than 10 years
of relevant experience with proven record of scaling businesses.
Further, our Company has benefited from investments from Elevation Capital, CapitalG Entities, British
International Investment Plc, Lightrock, A91 Partners, Alpha Wave India, and ABC Impact which underscores the
confidence and trust placed in us by leading financial institutions and industry veterans. We are well-positioned
to leverage their expertise and resources to drive our growth forward.
We also have a distinguished Board comprising nominees of investors and independent Directors with industry
experience. The Board provides robust governance and strategic direction to our business. For more details on our
Board, see “Our Management” on page 283.
Under the leadership of our management team and our Board, our dedication to creating a positive work
environment has been recognized through prestigious awards such as Best Companies to Work for in India by
Great Place to Work® for the fifth consecutive time in Fiscal 2025. For more information on our awards, see “ –
Awards and Accolades” on page 253.
Strategies
Increasing AUM per branch by increased penetration in our target segment
Our strategy for continued growth involves increasing our AUM per branch. As of September 30, 2025, our
average branch AUM (excluding direct assignment purchases) was ₹ 105.00 million, with each branch having an
average of 1,033 customers. With our offering of secured as well as unsecured business loans, we have an
opportunity to further grow the branch AUMs. The average AUM of branches that have over three years vintage
(excluding direct assignment purchases) is ₹ 135.47 million, while the branches under three years vintage have an
236average AUM (excluding direct assignment purchases) of ₹ 61.83 million. We have opened 260 branches in the
six months ended September 30, 2025 and the last three Fiscals, which will help increase the average AUM as
they mature. The effective conversion on repeat loans and upselling of mortgage loans to repeat customers will
further improve value generated per customer. We intend to reduce the pace of opening new branches as we have
adequate geographic diversification. As a higher proportion of branches mature, it will add to the overall average
branch AUM.
While we increase the number of customers served by each of our existing branches through our offerings of
secured and unsecured loans, we also intend to open new branches in towns and districts that are in the vicinity of
our existing branches, so as to ensure efficient management of logistics and benefit from economics of scale.
Growing our Mortgage Loan Portfolio
We have been able to increase our total mortgage loan portfolio from 1.86%, as of March 31, 2023 to 14.72%, as
of March 31, 2025 and to 19.28%, as of September 30, 2025. We intend to continue to focus on scaling our
mortgage loan portfolio to enhance overall portfolio stability and profitability through an increase in average
tenure of overall portfolio. To achieve this, we will continue to build our decentralized mortgage teams in the
existing well-established branch network, utilizing our extensive presence to tap into new opportunities for
secured against property lending. We intend to stay differentiated in the mortgage loan market through our
sourcing strategy of combining open market sourcing of new customers and up-selling to our existing base of
hypothecation loan customers. By strategically increasing the proportion of mortgage loans in our portfolio, we
aim to enhance portfolio quality and improve long term profitability.
Leveraging Technology and Data Sciences for Improving Productivity and Scalability
Our strategy to leverage technology and data science for enhancing productivity and scalability includes several
key initiatives. For instance, in terms of our underwriting capabilities, we aim to incorporate technology and data
science to enable the aggregation of surrogate information to complement our cluster based underwriting methods,
and we intend to enhance our existing credit scoring models as we add new business clusters. We are in the process
of developing image recognition models to enhance straight-through processing models to improve the
productivity of our underwriting teams. For our collections, we intend to ensure the better use of geolocation-
based analytics and digital footprints of customers to improve traceability of defaulting customers. We will also
invest in developing multiple alternate digital payment options for our customers, as well as customer education
to influence customer behaviour towards the most efficient method of repayment.
Additionally, we also intend to continuously upgrade our technology stacks and core systems such as LOS, LMS
and CMS to improve efficiency and functionality and maintain a modern and robust stack. We shall continue to
optimize our core platforms by integrating with APIs to enhance process automation. We intend to utilize
generative AI and RPA to improve internal service processes. Our focus will be on continuing to develop our
customer applications for building new loan journeys for existing as well as new customers, and to move towards
a lower cost of customer service. We also intend to enhance our paperless field intelligence application to develop
early warning models for optimal management of field related risks.
Improving Operating Leverage
We aim to continue reducing operating expenditure while improving efficacy and functionality through the
following:
• Improving staff productivity: We believe that our field teams in distribution and credit will play a key role
in improving operational efficiencies. In Fiscals 2023, 2024 and 2025, the number of loans disbursed per
loan officer per month was 6.57, 6.85, and 5.24 respectively, and the file productivity of our credit team
has been 211, 262, and 411 in Fiscals 2023, 2024 and 2025, respectively. This increase in the number of
disbursements as well as in the productivity levels is attributable to process automation and employee
training.
• Automation: We intend to leverage technology and data science to streamline our operations by automating
routine tasks, minimizing manual intervention and training our employees in the use of such technology in
their daily operations. We also intend to use data science models to optimize customer calling in tele-
collections as well as our customer applications, which can aid in improving efficiency and reducing costs.
• Mortgage Loans: We plan on increasing the share of mortgage loans in our product portfolio, which due
to their larger ticket size and longer tenor, will reduce our cost to income ratio.
237• Repeat Loan Conversion: We intend to build on our customer base by improving conversion on repeat
loans, supplemented by upselling of loans against the security of property to our hypothecation loan
customers.
Optimizing Borrowing Costs and Diversifying Lender Base
We intend to remain focused on diversifying our borrowing profile, optimizing our borrowing costs and
maintaining a positive ALM position. Through the adoption of risk management measures, investments in
technology and co-lending / securitisation arrangements, we aim to enhance our credit rating and secure stable
funding sources to support our continued growth and expansion. Our average cost of borrowings for the six months
ended September 30, 2025 and September 30, 2024 and for Fiscals 2025, 2024 and 2023 were 11.21%
(annualized), 11.64% (annualized), 11.57%, 11.40% and 11.80%, respectively. Our average incremental cost of
borrowings for Fiscal 2025 was 11.03%, as compared to 11.34% for Fiscal 2023, primarily due to our improved
financial performance and consistent asset quality.
We consider low borrowing costs as essential to pricing our loan products attractively, driving business growth,
increasing our margins and maintaining a competitive position in the micro scale MSME loans market.
Diversifying our funding mix and liability profile is a key focus area for us. As of September 30, 2025, we have
established relationships with over 84 counterparties, utilizing various instruments such as term loans from private
sector banks and public sector banks, the issuance of NCDs (excluding NCDs issued to individual holders) and
external commercial borrowings. We aim to continue to diversify our borrowing profile and strengthen
relationships with such lenders to support our growth trajectory and to ensure that our debt capital requirements
are met at optimal costs.
We have a positive asset-liability position as on September 30, 2025 and we intend to prioritize long-term
borrowings to ensure stability and mitigate tenor based liquidity risks. We intend to manage the business in a way
that we enhance our credit rating to gain access to additional funding sources and reduce our overall borrowing
costs. Our co-lending strategy is focused on establishing alliances with other lenders to maximize benefits for our
customers while optimizing and managing risk and retaining customer loyalty. We have established a co-lending
arrangement with two counterparties as of September 30, 2025. By collaborating with other lenders, we will be
able to achieve our goal of financial inclusion while penetrating deeper across geographies and creating
sustainable growth.
BUSINESS OPERATIONS
We are an NBFC offering secured and unsecured small business loans for working capital requirements in the
MSME sphere, primarily to micro scale MSMEs. Our loan offering includes mortgage loans, ‘Saral’ Property
Loans, secured hypothecation loans and unsecured hypothecation loans. Our footprint across India covers 415
districts across 18 states and 3 union territories with 568 branches, as of September 30, 2025.
Loan Portfolio
Our diverse loan offerings can be utilized for various business purposes, including working capital, business
expansion, acquiring machinery, or meeting seasonal demands.
Mortgage Loans
We offer mortgage loans tailored to support micro enterprises, securing the loan with immovable property as
collateral. Mortgage loans offer higher loan amounts or longer tenures, ideal for purchasing machinery or
livestock, settling debts, or fulfilling other business needs. This allows us to provide businesses with the necessary
capital for growth, operations, or expansion, while offering competitive interest rates due to the collateral-backed
structure. By using property as security, we effectively manage risk and provide flexible loan terms, furthering
our commitment to fostering financial inclusion and sustainable growth for underserved businesses across India.
The ATS on disbursement of our mortgage loans is ₹ 0.41 million with an average contractual tenure of 75.12
months and a rate of interest upto 26% PA, as of September 30, 2025. Our mortgage loans are designed to meet a
range of business needs, whether for purchasing machinery or livestock, repaying debts, compensating employees,
or renovating business premises. This product is suitable for customers seeking higher loan amounts or extended
tenures and willing to mortgage their property.
Customers can select an EMI option with tenures ranging from 48 months to 180 months for loans up to ₹ 1.5
million, addressing both short-term and long-term financial requirements.
238As of September 30, 2025, we have 32,945 active loans in our mortgage loan portfolio. The table below sets forth
certain information in relation to our disbursements in our mortgage loan segment for the years/ period indicated:
Particulars* As of September 30, As of March 31,
2025 2024 2025 2024 2023
Disbursements (₹ million) 3,633.91 1,678.90 5,604.40 3,046.03 465.46
Disbursement Yield (%) 23.71% 24.32% 24.14% 23.61% 23.71%
Disbursements as a percentage of 16.28% 8.44% 13.33% 7.75% 1.97%
total disbursements (%)
*Excluding loans disbursed through SwitchPe.
‘Saral’ Property Loans
We offer ‘Saral’ Property Loans to support micro enterprises, where movable and immovable assets are combined
as collateral, and where the title of the relevant properties may not be clear. ‘Saral’ Property Loans are tailored
for customers willing to mortgage their property, even when the property title is established, but it may not be
possible to create a charge over the property. The loan can be utilized for working capital needs or asset purchases.
The ATS on disbursement of our ‘Saral’ Property Loans is ₹ 0.19 million with an average contractual tenure of
39.54 months and a rate of interest up to 28% PA, as of September 30, 2025.
Customers can select an EMI option with tenures ranging from 36 to 60 months for a maximum loan amount of ₹
0.60 million, making it suitable for both short-term and long-term business requirements.
As of September 30, 2025, we have 10,338 active loans in our ‘Saral’ Property Loan portfolio. The table below
sets forth certain information in relation to our disbursements in our ‘Saral’ Property Loan segment for the years/
period indicated:
Particulars* As of September 30, As of March 31,
2025 2024 2025 2024 2023
Disbursements (₹ million) 273.38 276.24 554.79 709.37 688.58
Disbursement Yield (%) 26.54% 26.71% 26.70% 26.78% 26.92%
Disbursements as a percentage of 1.22% 1.39% 1.32% 1.80% 2.92%
total disbursements (%)
*Excluding loans disbursed through SwitchPe.
Secured Hypothecation Loans
We offer secured hypothecation loans designed to meet the financial needs of micro enterprises in India. These
loans are secured by the hypothecation of movable assets, such as machinery or equipment, enabling businesses
to access credit while retaining ownership of the assets. Secured loans, backed by the hypothecation of working
assets, and are tailored to meet customers’ short-term needs such as inventory procurement, wage payments,
business renovations, or other business-related expenses. The hypothecation model allows us to offer competitive
interest rates, while maintaining asset quality and reducing risk, helping to ensure financial inclusivity and
supports the growth of MSMEs across India.
The ATS on disbursement of our secured hypothecation loans is ₹ 0.15 million with an average contractual tenure
of 28.56 months and a rate of interest upto 32% as of September 30, 2025. Our hypothecation loans offer solutions
for short-term business needs without requiring mortgage collateral. This type of loan covers various expenses of
our customers, such as repaying debt, purchasing inventory, paying staff, and renovating their premises. We
provide loans up to ₹ 0.40 million, with tenures ranging from six months to 42 months, secured by assets like
stock, machinery, and receivables.
As of September 30, 2025, we have 2,88,703 active loans in our secured hypothecation loan portfolio. The table
below sets forth certain information in relation to our disbursements in our hypothecation loan segment for the
years/ period indicated:
Particulars* As of September 30, As of March 31,
2025 2024 2025 2024 2023
Disbursements (₹ million) 9,781.78 8,823.89 18,695.16 19,819.87 15,619.71
Disbursement Yield (%) 29.16% 29.83% 29.64% 30.05% 30.12%
239Particulars* As of September 30, As of March 31,
2025 2024 2025 2024 2023
Disbursements as a percentage of 43.82% 44.38% 44.46% 50.43% 66.27%
total disbursements (%)
*Excluding loans disbursed through SwitchPe.
Unsecured Hypothecation Loans
We offer unsecured hypothecation loans aimed at supporting micro enterprises, where loans secured against a
contract of hypothecation as well, however, the value of the hypothecation assets is not adequate to cover the loan
amount.
The ATS on disbursement of our unsecured hypothecation loans (except for loans disbursed through SwitchPe) is
₹ 0.17 million with an average contractual tenure of 31.06 months and an rate of interest up to 32% PA, as of
September 30, 2025. Customers can select an EMI tenure ranging from six months to 42 months for a maximum
loan amount of ₹ 0.40 million, making it suitable for both short-term and long-term business requirements.
As of September 30, 2025, we have 2,55,062 active loans in our unsecured hypothecation loan portfolio. The table
below sets forth certain information in relation to our disbursements in our unsecured hypothecation loan segment
for the years/ period indicated:
Particulars* As of September 30, As of March 31,
2025 2024 2025 2024 2023
Disbursements (₹ million) 8,634.74 9,103.62 17,190.74 15,728.98 6,795.97
Disbursement Yield (%) 27.89% 27.98% 27.95% 28.05% 28.19%
Disbursements as a percentage of 38.68% 45.79% 40.89% 40.02% 28.83%
total disbursements (%)
* Excluding loans disbursed through SwitchPe.
Eligibility criteria and fees
For each of the above categories of loans, eligibility criteria includes being an Indian citizen aged 18 years to 59
years, having at least two years of business stability and a permanent and stable business location. The fees and
charges for these loans include processing fees plus GST, default charges, late payment charges and applicable
foreclosure charges.
Other Loans
Shakti Loans
To address the funding challenges faced by women micro-entrepreneurs, we have introduced Shakti Loans to our
product suite. This product is specifically designed for women-led businesses in sectors such as services and job
work. Shakti Loans aims to ensure that adequate funding is available to unlock the growth potential of women-
led grassroots businesses.
Emergency Credit Line Guarantee Scheme
We are registered with the National Credit Guarantee Trustee Company Limited (“NCGTC”) as a Member
Lending Institution under Emergency Credit Line Guarantee Scheme (“ECLGS”) announced by the Government
of India on May 23, 2020 as part of the Atma Nirbhar Bharat initiative to support businesses impacted by the
COVID-19 pandemic. The ECLGS aims to provide a financial lifeline to MSMEs by offering a 100% guarantee
on additional funding to assist them in covering operational costs and recovering from economic distress.
Through this scheme, we are positioned to extend guaranteed emergency credit lines to eligible MSME borrowers.
The ECLGS offers loans with attractive interest rate caps and a one or two year moratorium on principal
repayments based on the tenor of the loan, thus facilitating easier repayment terms. By leveraging this scheme,
we are committed to supporting our customers in overcoming the financial challenges posed by the pandemic,
thereby contributing to the revival of the MSME sector and the broader economy.
240SwitchPe
We operate SwitchPe, a supply chain finance platform tailored for micro and small enterprises. SwitchPe aims to
provide essential support to small businesses in India by offering access to unsecured credit lines and seamless
connectivity to competitively priced suppliers. The platform features an intuitive user interface that allows shop
owners to explore products and manage payments efficiently, with the added benefit of cashback on full
repayments. Key features include no joining fees, paperless onboarding, a 14-day interest-free period, and flexible
repayment terms. Eligibility is limited to business owners, and various fees apply, including a convenience charge
starting in the second year and charges for late payments.
Our SwitchPe platform can be accessed by distributors and retailers through its mobile application, SwitchPe One,
our expert supply chain management application designed to facilitate the growth of our customers’ businesses.
SwitchPe One is a credit-backed payment solution, designed specifically for merchants to optimize their working
capital requirements. It provides integrated lending solutions by consolidating in one place services such as book-
keeping, working capital credit, digital payment options and optimization of available channels of promotion.
Through this infrastructure, we connect distributors to merchants. On the application, users can identify
distributors and explore various offers, facilitating the creation of business relationships amount distributors and
retailers. SwitchPe enables users to place orders at the best prices available in the market and earn cashbacks on
payments. As of September 30, 2025, we had 2,304 users on the SwitchPe platform. In the six months ended
September 30, 2025 and September 30, 2024 and Fiscals 2025, 2024 and 2023, we generated a net interest income
of ₹ 11.14 million, ₹ 3.18 million, ₹ 10.78 million, ₹ 1.17 million and ₹ 0.01 million, respectively.
Target Customer Segment
We provide an array of loan products in the MSME sphere, primarily to micro enterprises. Our multiple product
offerings, which includes secured and unsecured term loans as well as working capital facilities, are suitable to
cater to the specific business requirements of these micro enterprises, ranging from everyday working capital
requirement to long-term capital investments. We focus on micro enterprise owners from urban and semi-urban
markets, particularly those operating cash-and-carry businesses in the manufacturing, trading, service and allied
agriculture sectors. Though these customers have businesses which have been operational for more than five years,
most of them do not maintain documents such as income proof, business registration, GST registration, income
tax filings, and bank statements (Source: CRISIL Report), which makes access to credit challenging. The limited
availability of credit history also creates additional complexities in underwriting risks associated with such
customer segments. Our unique cluster based underwriting approach, which has been tested and strengthened for
over a decade, allows us to ascertain the scale and profitability of such businesses and focus on customers with
better income profiles.
Our customers typically have a monthly income between ₹ 0.03 million to ₹ 0.10 million. In all our loans, a spouse
or parent acts as a co-borrower to ensure that there are joint holders for loans. Our customer-centric approach,
which ensures appropriate risk management, along with our strong understanding of local characteristics of these
markets and customers, has allowed us to address the needs of MSME customers and assisted us to penetrate
deeper into such markets. We are the most geographically diversified lender among the Peer MSME Focused
NBFCs, with our top three states accounting for 41.3% and 42.6% of our total AUM as of March 2025 and
September 2025, respectively. (Source: CRISIL Report) This is further illustrated by our performance after the
COVID-19 pandemic. While the impact of the COVID-19 pandemic was felt through the industry, we were able
to restrict its impact in subsequent Fiscals, and we have been able to reduce our Gross NPA ratio to 4.21% in
Fiscal 2025.
Branch Network
As of September 30, 2025, we have a broad network of 568 branches spread across 18 states and 3 union territories,
with Bihar, Uttar Pradesh, Rajasthan, Madhya Pradesh and Maharashtra being our key states. These states
cumulatively account for approximately 49.47% of our branch network, as of September 30, 2025. We are
organized into four key zones – North, South, East and West – each supported by a stable and experienced
management hierarchy. The mix of AUM is well-distributed across these zones lowering our geographic
concentration risk, with 34.80% in the North, 27.79% in the East, 22.73% in the West and 14.69% in the South,
as of September 30, 2025. For details in relation to the AUM for our key states, see “- Our Competitive Strengths
– Strong Sourcing Capabilities Supported by a Diversified Pan-India Presence and High Customer Retention”
on page 227.
241The following table sets forth certain information of our branch network by state as of September 30, 2025:
State Year of Entry Number of AUM (₹ million) Percentage of
Branches Total AUM (%)
Delhi 2013 2 248.24 0.41%
Uttar Pradesh 2014 75 9,009.31 14.95%
Rajasthan 2015 57 7,198.59 11.94%
Haryana 2015 23 3,179.47 5.27%
Punjab 2015 21 2,411.56 4.00%
Uttarakhand 2016 8 854.39 1.42%
Karnataka 2016 44 2,897.94 4.81%
Tamil Nadu 2017 44 3,459.55 5.74%
Andhra Pradesh 2017 19 1,495.46 2.48%
Madhya Pradesh 2017 41 4,603.53 7.64%
Telangana 2018 14 1,002.59 1.66%
Himachal Pradesh 2019 6 326.85 0.54%
Chandigarh 2019 1 102.97 0.17%
Maharashtra 2019 42 4,038.77 6.70%
Gujarat 2019 20 2,073.83 3.44%
Bihar 2019 66 9,505.26 15.77%
Jharkhand 2019 25 3,454.67 5.73%
Chhattisgarh 2019 10 541.07 0.90%
West Bengal 2021 24 2,180.77 3.62%
Jammu 2021 1 84.30 0.14%
Orissa 202 2 25 1,607.10 2.67%
Total 568 60,276.22 100.00%
Our first branch was established in 2015 in New Delhi, India. As of September 30, 2025, 58.63% of our branches
have been opened for longer than 36 months, while 29.05% of our branches have been opened for between 12
months and 36 months, and 12.32% our branches have been opened for less than 12 months.
We recognize that our current market share indicates significant potential for enhancing our presence in existing
areas and exploring new geographical regions. The choice to establish a branch is driven by a calibrated strategy
involving a detailed analysis of the catchment area, economic and business potential, competition, and availability
of local human resource talent. Our review of the catchment area is dependent on factors such as retail density
and diversity, industrial activity and financial literacy, among others. The prevalence of retail activity
demonstrates the potential for lending to small business owners, who may need funding for their working capital
requirements or capital investments. We analyze competition within the potential catchment area as a risk
mitigation measure, because in locations where competitors are present, we are able to assess the general
acceptance of a formal lender like us, as well as customer repayment behaviour, asset quality trends and
availability of suitable employees to be hired as business and collection officers. We also prefer to open new
branches contiguous to our existing locations to leverage neighbouring insights and to exercise effective
supervision over new branch operations. Our hiring for the new branches is focused on recruiting talent that
understands the local area and has relevant experience in financial services.
Additionally, our hypothecation loan branch network comprises two types of branches, namely ‘branch’ and ‘mini
branch’. We typically establish mini branches to develop a deeper understanding of the catchment area and nearby
customers and their characteristics, including sourcing opportunities, collection behaviour and local culture. These
mini branches become branches once they have recorded at least nine months of consistent financial performance
and have met certain quantitative and qualitative factors that suggest that a transition to a ‘branch’ is deemed
necessary, such as meeting business and collection targets, maintaining asset quality, having the required ratio of
business officers and branch managers to customers, possessing suitable human resource skills and the potential
for growth in the catchment area. The following table sets forth certain differences between branches and mini
branches as of September 30, 2025:
Particulars Mini Branch Branch
Branch size 224 344
Branch managers / Assistant branch manager One assistant branch manager One branch manager
Loan advisors Four to six At least six
Branch credit officers 1 2
Operations personnel 0 1
Catchment area radius Up to 20 kilometers Up to 50 kilometers
242As of September 30, 2025, we had 224 mini branches and 344 branches, each contributing 20.38% and 79.62%
to our total AUM, respectively. Since April 1, 2022 to September 30, 2025, 60 mini branches have transitioned to
branches, which illustrates the success of our branch strategy.
Credit Approval and Disbursement
We employ a streamlined and structured credit approval and disbursement process designed to efficiently serve
our target customer base. Credit management is crucial to our business since a significant number of our customers
are from the underserved financial segment and lack formal proof of income documents. Hence, we work with a
distinctive cluster-based approach, and our credit assessment of prospective applicants is founded on evaluating
their:
(1) Ability to repay: We have a dedicated credit team at our branches with knowledge of the local market, which
validates the cash flows of the applicant using various industry margins. The team visits the applicant’s
residence and place of business, gathers information about the applicant from their neighborhood and
interviews their customers and suppliers. The team also conducts a thorough cash flow assessment of their
income to determine eligibility.
(2) Intent to pay: We analyze the repayment track record of applicants in relation to their formal and informal
borrowings. We conduct referral checks, use supply chain references and review their bank account
statements to check consistency in business volumes and assess their loan repayment habits.
(3) Traceability: We conduct physical visits to the applicant’s residence and place of business and corroborate
the information collected at the field through multiple sources and documentation such as Aadhar card, voter
ID and reference checks to confirm the financial stability of the applicant.
Leveraging our significant operational experience, we have a robust credit underwriting process following a two-
legged structure as follows:
First Leg – Sourcing & Field visits
Our process begins with prospective borrowers submitting a loan application, which includes digital collection by
our loan advisors of necessary documentation from the borrowers such as identification, financial statements, and
collateral details. High risk customers are filtered out at this level based on their credit bureau records and our
data science upfront rejection model.
The application is then forwarded to the branch credit officer for their assessment. The branch credit officer
conducts a preliminary assessment at a branch level to evaluate the applicant’s creditworthiness by undertaking a
basic verification of the applicant’s business and residence to assess whether they are likely to fulfil our policies
and guidelines. This includes reviewing the nature of business, cash flows and credit history through the review
of documents as well as physical visits. The branch credit officer also reviews payment evidence, delivery receipts
of stock, inventory levels and other such proxies to assess business traction and income levels of the applicant.
They conduct various reference checks the neighborhood to validate the information confirmed by the applicant.
Subsequently, they fill in the relevant information in the system required for our industry-cluster methodology to
assess the final eligibility amount for the applicant, post which they either approve or reject the application and
forward it to the branch manager.
The branch manager decides on the application by validating and verifying the information filled in by the loan
advisor and branch credit officer, either through a telephone call with the applicant or through a physical visit.
Branch managers are empowered to reject leads that they believe would not convert into a sanctioned loan, which
results in a substantial portion of incoming applications being rejected at this level. If the application is not
rejected, the application is forwarded to the central level in case of the centralized process or the field credit team
in case of the decentralized process.
Second Leg – Underwriting & Decisioning
At the head office and regional office, we undertake a detailed risk assessment and employ advanced underwriting
techniques before issuing final approval for the loan. Underwriting at this level includes the evaluation of market
conditions, business stability, financial ratios, assessment on the loan to value ratio and potential risks associated
with the applicant’s industry. For mortgage loans, the application with relevant property information is shared
with external legal and technical valuers for collateral clearance and valuation, post which the reports are shared
243with the central credit team, or the field credit team based on the type of process. Third-party information such as
the applicant’s bank account statements, credit bureau score checks, and a legal opinion on the title of the property
collateral are added in the system. Basis this review, the team may either approve or decline the loan application.
Centralized Model (Head Office Approval)
A detailed risk assessment takes place at our head office, where we employ advanced underwriting techniques
and issue the final approval for the loans. The central credit team is the final team in our underwriting process and
is the only team with approval and sanction authority for the centralized model. The central credit team is a remote
team that has access to all data and reports from our loan advisors, branch managers, field credit officers and
relevant third-party reports. The central credit team is located at our head office in Gurugram, Haryana and our
regional office in Bangalore, Karnataka to ensure our team has sufficient language capabilities regarding the local
dialects. Upon reviewing all of the information available and telephone verification with the applicant and co-
applicant(s), the team may either approve or decline the loan application.
Decentralized Model (Field Credit Approval)
In this model, the field credit team has the authority to approve or decline the case. Upon verification of the
information filled and provided by the business team, credit team & external valuers, the team with the sanctioned
authority visits the business & property of the customer (if required) and evaluates the customer’s financial health,
repayment capacity and compliance with product and policy guidelines. Upon reviewing, he/she may either
approve/decline the loan application.
Loan Sanction and Documentation
Upon approval, we provide the borrower with a loan agreement outlining the terms and conditions, including
repayment schedules and interest rates. We aim to ensure that the interest rates and terms offered are competitive
yet sustainable for both our company and the borrower. The borrowers sign this agreement and submit any
additional documentation required. For the six months ended September 30, 2025, 98.84% of our loan agreements
(excluding direct assignment purchase) were executed by e-signature.
Disbursement of Funds
Once the agreement is executed, we disburse funds to the borrower through 100% cashless disbursements.
Post-Disbursement Support
We remain engaged with borrowers even after loan disbursement, offering support and guidance throughout the
loan tenure to ensure timely repayments and address any issues that may arise.
Post-Disbursement End use Monitoring
We believe that continuous monitoring and review are key to maintaining asset quality in our business. Post
disbursement of a loan, we conduct loan utilization checks to check end use of funds. We track the end usage of
loans to ensure proper utilization and minimize risks. Our field vigilance team conducts risk-based sampling to
prevent mis-selling and operational fraud, further supporting the integrity of our underwriting process. This
comprehensive approach not only enhances the efficiency of our lending process but also strengthens relationships
with borrowers, ensuring that we remain a trusted partner for their financial needs.
Collections, Asset Quality and Monitoring
We adopt a comprehensive approach to collections, asset quality, and monitoring to ensure financial stability and
effectively manage our loan portfolio.
Collections Process
We employ proactive collections strategies to ensure timely repayments. Emphasis is given to control
delinquencies in the lower buckets itself to limit forward flows across DPD buckets. Extensive data science models
built by the in-house data science and AI team are used to select specific customers to finalize the allocation and
to strategize and improve overall collections.
244Our collections are conducted exclusively in-house, leveraging our digital infrastructure to attain visibly a high
collection efficiency and lower delinquencies. The table below sets forth our collection efficiency and portfolio at
risk over 30 days (“PAR 30+”) rates for the periods indicated:
Particulars As of September 30, As of March 31,
2025 2024 2025 2024 2023
Collection Efficiency(1) (%) 89.72% 92.38% 91.75% 93.95% 93.10%
PAR 30+(2) (%) 6.77% 4.98% 6.19% 4.06% 3.35%
Notes:
(3) Collection efficiency refers to the amount of EMI received, restricted to a maximum of one EMI per loan divided by EMI demand/due for
the relevant period.
(4) PAR 30+ refers to AUM which is overdue by more than 30 days as a percentage of the total AUM as of the last day of the relevant
period/year.
Our collections team initiates contact with borrowers through reminders and follow-up communications as loan
due dates approach. We utilize a blend of technology and personal engagement to track payments, focusing on
establishing strong relationships with our customers. This customer-centric approach helps us understand any
repayment challenges borrowers may face, enabling us to provide tailored solutions to support them. In the six
months ended September 30, 2025, over 81.83% of our collections were cashless.
Our collections are facilitated through a collection management mobile application named ‘CG Collect App’ and
a web application that allows supervisors to monitor their respective teams, a tele-calling unit and is supported by
a multi-tiered approach consisting of loan advisors, soft collectors, and hard collectors, depending on DPD
buckets.
Tele-collection
We have a dedicated call centre team that makes reminder calls prior to the due dates of the EMIs as well as calls
post default on the EMIs. Default cases are initially handled by the tele-calling unit, while the rest are escalated
to Loan Advisors. The tele-calling unit focuses on recovering EMIs through digital collection methods. The
customer samples for these campaigns are selected through in-house data science models, which helps reduce the
collection workload for the field teams. By utilizing digital tools, the tele-calling unit effectively supports recovery
of payments from defaulting customers, contributing to efficiency in the overall collections process.
Soft Collectors
Loan Advisors
We follow a call and collect based method, wherein each loan advisor is allocated 20 to 30 cases per month to
collect. Typically, they collect either from non-delinquent customers who have defaulted on their current month
EMIs, or from customers who are in the ‘below 30 DPD’ bucket.
In branches where the case load for loan advisors is beyond their allocated capacity, the incremental cases are
managed by a soft collector, who can handle collections for 70 to 80 cases per month. They are allocated cases
either from non-delinquent customers who have defaulted on their current month EMIs, or from customers who
are in the ‘below 30 DPD’ bucket
Hard Collectors
Hard collectors handle 0+ DPD, including write-offs at some locations. This team consists of collectors having
specific experience in collections from deep delinquent customers and knowledge of the local area and market.
Hard collectors have specific experience in collections from very delinquent customers. Each hard collector
handles 50 to 60 cases per month. Our settlement team consists of a specialized four member unit which handles
write offs post 330+ DPD. These individuals have collection experience of over three years in their respective
geographies and recoveries from NPAs and write-off pools.
Collection Agencies
We also work with third-party collection agencies that do digital collections for us on NPAs and write-off pools.
These agencies have considerable experience in working on write-offs and work with leading banks and NBFCs.
They are not permitted to do physical cash collections and are required to do collections either through various
245online modes or by asking borrowers to visit our branches for payment. As on the date of this Prospectus, we work
with 11 collection agencies.
Asset Quality Management
To maintain high asset quality, we conduct rigorous credit assessments before approving loans, which includes
evaluating the borrower’s financial health and the value of collateral. Once loans are disbursed, we continuously
monitor repayment patterns and financial stability. This ongoing scrutiny allows us to identify early signs of
distress, enabling us to implement preemptive measures to mitigate potential losses. We also track key
performance indicators related to loan performance, such as delinquency rates and collection efficiency.
We have successfully been maintaining a robust asset quality while generating superior returns. The table below
sets forth our portfolio at risk over 90 days rates (Stage 3 GNPA) and ROTA ratios for the periods indicated:
Particulars As of September 30, As of March 31,
2025 2024 2025 2024 2023
Stage 3 GNPA (%)(1) 4.85% 3.32% 4.21% 3.19% 2.49%
ROTA(2) (%) 1.92% 4.03%* 3.13% 4.29% 1.47%
*Annualized
Notes:
(1) Gross NPA represents gross loan book pertaining to loans which are required to be classified as NPA as per the income recognition, asset
classification and provisioning norms issued and modified by RBI from time to time.
(2) ROTA is calculated as the profit after tax for the relevant year as a percentage of Average Total Assets in such year.
Monitoring Process
We implement a structured monitoring process to effectively oversee our loan portfolio. This involves regular
review meetings and audits to assess the overall health of the asset book. We utilize data analytics to analyze
borrower behavior and identify trends that could impact collections. This data-driven approach enables us to adjust
strategies as needed, ensuring resilience against economic fluctuations.
Internal Audit
Our internal audit processes are designed to ensure operational integrity, compliance, and effective risk
management throughout the organization. We follow a structured audit approach that includes both scheduled and
surprise audits to evaluate the effectiveness of our internal controls, financial reporting accuracy, and adherence
to regulatory standards. Audits are conducted across all branches and departments, with a particular focus on
assessing the robustness of our lending practices, asset quality, and risk management frameworks.
Our internal audit team operates independently, reporting directly to senior management and the board to maintain
transparency and accountability. We leverage both manual and automated tools to identify discrepancies, mitigate
risks, and implement corrective actions swiftly. Our audit practices are aligned with industry best practices and
regulatory requirements, allowing us to uphold high standards of governance and control.
Through ongoing monitoring and continual improvements, we ensure that our internal audit processes play a
critical role in safeguarding our assets and supporting sustainable growth.
Capital Adequacy
The RBI currently requires NBFCs to comply with a capital to risk (weighted) assets ratio, or 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 the risk adjusted value of off-balance sheet
items, as applicable.
The table below sets forth certain details of our CRAR and other key metrics as of the periods indicated:
Particulars As of As of As of March As of March As of March
September September 30, 31, 2025 31, 2024 31, 2023
30, 2025 2024
(₹ million, except percentages)
Total assets (₹ million) 71,160.09 58,190.46 63,386.28 48,695.93 31,259.99
Tier I Capital 14,262.45 13976.85 14,295.19 10,587.63 6,563.76
246Particulars As of As of As of March As of March As of March
September September 30, 31, 2025 31, 2024 31, 2023
30, 2025 2024
(₹ million, except percentages)
Tier II Capital - - - - -
Total Capital 14,262.45 13,976.85 14,295.19 10,587.63 6,563.76
Risk Weighted Assets 44,201.36 37,163.92 40,940.80 32,292.76 21,124.92
Capital Adequacy Ratio 32.27% 37.61% 34.92% 32.79% 31.07%
(%)
CRAR – Tier I Capital 32.27% 37.61% 34.92% 32.79% 31.07%
(%)
CRAR – Tier II Capital - - -
(%)
Total Borrowings(1) to 3.02 2.56 2.73 2.84 3.04
Tangible Equity(2)
Ratio(3)
Notes:
• Total Borrowings represents the aggregate of debt securities, borrowings (other than debt securities) and collateralized borrowing
principal outstanding as of the last day of the relevant period.
• Total Tangible Equity represents the aggregate of Equity share capital and Other equity balance less goodwill as of the last day of the
relevant period.
• Total Borrowings to Tangible Equity ratio represents Total Borrowings as of the last day of the relevant period upon tangible net worth
as of the last day of the relevant period.
Credit Ratings
We hold a credit rating of A with a stable outlook as of September 2025, which was upgraded from A- (positive
outlook) in Fiscal 2024. This upgrade was awarded by India Ratings and Research on July 19, 2024. The improved
rating reflects our increased capital base, stable asset quality, and the overall robustness of our operations in
serving the micro enterprise sector. We also hold a credit rating of B+ with a positive outlook by CARE Edge
Global.
The table below sets forth certain information on our credit ratings as of the date of this Prospectus:
Rating Agency Instrument / Issuer Rating Amount (₹ million) Rating
India Ratings Non-convertible debentures 4,550,00 IND A (Stable)
India Ratings Non-convertible debentures 14,699.81 IND A (Stable)
India Ratings Long-term bank loans 3,000.00 IND A (Stable)
India Ratings Long-term bank loans 10,000.00 IND A (Stable)
India Ratings Commercial papers 500.00 IND A1
ICRA Long-term bank facilities 6,500.00 ICRA A (Stable)
ICRA Non-convertible debentures 4,000.00 ICRA A (Stable)
CARE Edge Global External commercial borrowings US$ 30.00 million CARE Edge B+ (Positive)
CARE Edge Global External commercial borrowings US$ 10.00 million CARE Edge B+ (Positive)
(proposed)
Risk Management Framework
Our risk management framework enables us to proactively identify challenges in the micro-enterprise sector and
respond with agility, thereby protecting both our reputation and financial stability. As the landscape of micro-
enterprise financing evolves, continuous monitoring and adaptation are essential to maintain resilience and
promote financial inclusion. (Source: CRISIL Report) By systematically identifying, assessing, and mitigating
risks, we strengthen our portfolio, ensure regulatory compliance, and enhance the rigor of our strategic decision-
making processes.
This framework is supported by our Internal Capital Adequacy Assessment Process (“ICAAP”) policy, third-
party risk monitoring, and quarterly reviews of Key Risk Indicators (“KRIs”). These mechanisms allow us to
continuously monitor and address key risks, ensuring that we take timely actions to keep risks within acceptable
limits while making informed decisions aligned with our strategic objectives.
We operate under a robust governance structure led by our Board of Directors and several specialized committees,
including the Asset and Liability Committee, IT Strategy Committee, CSR Committee, Nomination and
Remuneration Committee, InfoSec Committee, Risk Management Committee, and Audit Committee. These
committees provide oversight and guidance on key operational and strategic areas.
247The enterprise risk management is structured around a three-line defense model:
• First Line of Defense – Operational Functions: Functional heads are responsible for managing risks
associated with day-to-day activities, focusing on control effectiveness, incident frequency, and
compliance rate.
• Second Line of Defense – Compliance Management and Risk Management: Compliance management,
led by our Chief Compliance Officer, ensures adherence to statutory and regulatory requirements, while
Risk Management, led by our Chief Risk Officer, anticipates potential risks and develops strategic risk
mitigation plans. This includes managing key risk indicators and implementing action plans to mitigate
risks.
• Third Line of Defense – Internal Audit: Our internal audit team, headed by our Head of Audit &
Vigilance, provides independent oversight by testing controls and processes to ensure coverage, quality,
and timeliness.
The major types of risk we face in our businesses are credit risk, portfolio concentration risk, market and strategic
risk, money laundering risk, operational risk, IT and cyber risk, and compliance risk.
Credit Risk
Credit risk refers to the possibility of losses due to a decline in the credit quality of borrowers. . Credit losses can
stem from defaults due to inability to pay or due to unwillingness to repay by customers. We manage credit risk
through a board approved framework that details the policy norms, process and procedures to be adopted for credit
appraisal and approval, subject to RBI guidelines issued from time to time under which each new customer is
analyzed for creditworthiness before the loan is sanctioned.
Our unique cluster-focused underwriting framework, supported by proprietary data science methods along with
multi-step customer verification processes help us address challenges of underwriting microenterprise businesses.
As part of our multi-step customer verification, we have established processes by which separate set of
verifications are conducted by relationship officers, the credit officer and the Branch Manager to ensure the quality
of customers acquired. In addition, we have a clear segregation of functional responsibilities between credit
underwriting/ approval, sourcing/ business, operations and debt management (which includes collection and
recovery).
Portfolio Concentration Risk
Portfolio concentration risk arises from significant credit exposure to specific business segments, industries,
geographies, or locations. To avoid excessive concentrations of risk, the Risk Management Committee has laid
down specific guidelines to focus on maintaining a diversified portfolio across industry segments and geography.
Identified concentrations of credit risks are controlled and managed accordingly.
Market and Strategic Risk
Market and strategic risk is the risk to earnings and capital resulting from our lack of responsiveness to changes
in the business environment or poor strategic decision-making. The risks emanating out of the decisions we make
on markets and resources can potentially impact our long-term competitive advantage. Risks relating to inherent
characteristics of our industry include competitor scenario, technological landscape, the extent of linkage to
economic environment and regulatory requirements.
Our Company has a structured strategic planning process leading to an annual operating plan and financial budget.
Strategic planning considers macroeconomic conditions, competitive landscape and future trends. Important
strategic matters are discussed with our Board of Directors, consisting of members with diversified experience.
Management regularly reviews the strategy and operating plans to make necessary course corrections. We conduct
benchmarking with our key competitors and any inputs from this exercise is integrated with our strategic goals.
Annually, we do a review of strategic priorities, with participation from key middle level and senior-level
personnel from all functions which helps in making our planning exercise collaborative as well as in building
ownership of strategy across the organization.
248Money Laundering Risk
Money laundering risk involves the potential for financial institutions or businesses to be used in illegal activities
such as money laundering, financing terrorism, or other criminal activities. We mitigate this risk by adopting a
risk-based approach, continuously monitoring transactions, and conducting thorough customer due diligence.
Through our 'Know-Your-Customer and Anti-Money Laundering Policy (“KYC and AML Policy”)' which
outlines our Company’s compliance with RBI directions on KYC and anti-money laundering standards, we aim
to prevent the misuse of our services for money laundering by implementing robust customer acceptance and
identification procedures. The KYC and AML Policy categorizes customers into risk levels (low, medium, high)
based on their identity, business nature, and transaction patterns. We monitor transactions to identify unusual
activities and maintains records for at least five years. The policy also addresses the introduction of new
technologies, ensuring they do not pose money laundering risks. Specific roles are assigned to oversee compliance.
This approach helps our Company in managing risks prudently, maintaining transparency, and upholding
regulatory standards.
Operational Risk
Operational risk refers to the inherent risks in business operations due to inadequate or failed internal processes,
systems, people, or external events. We attempt to mitigate operational risk by maintaining a comprehensive
system of internal controls, establishing systems and procedures to monitor transactions, maintaining key back-
up procedures and undertaking contingency planning. In addition, periodic internal and process audits are
conducted to assess adequacy of and compliance with our internal controls, procedures and processes. Reports of
the internal auditors as well as the action taken on the matters reported upon are discussed and reviewed at the
Audit Committee meetings.
IT and Cyber Risk
IT and cyber risk is the risk of failure, disruption, unauthorized access, data loss, or destruction of systems,
infrastructure, or processes. As we leverage a ‘phygital’ model to effectively deliver products and services to our
target customers, technology forms the core of our operations. We have adopted a well-defined IT strategy since
our inception which sets out processes and controls that are required to be maintained in relation to the IT systems
to ensure performance stability and flexibility as well as IT security. Our IT strategy includes continuous
cybersecurity tracking, crisis management protocols, regular IT risk assessments, and a robust Business Continuity
and Disaster Recovery plan, along with stringent access controls.
Regulatory and Compliance Risk
Compliance risk arises from non-compliance with various regulations and statutory requirements, which can lead
to legal penalties, fines, or reputational damage. We manage this risk by continuously monitoring compliance and
regulatory updates, maintaining internal control over financial reporting, and utilizing external expertise in key
compliance areas.
Reputational Risk
Reputational risk is related to adverse perception of the company, on the part of customers, counterparties,
shareholders, investors and regulators. We manage reputation risk by training and instructing our employees to
adhere to our Fair Practices Code in all their dealings with the customers. We also have a well-defined grievance
redressal mechanism in place, to address any customer complaints, which is communicated to all our customers.
In addition, we have established a central customer service team, who pro-actively reach out to customers, to
ensure service quality as well as adherence to company policies by our branch employees. In addition, the
Company monitors the interactions with all external parties and assesses their ongoing behavior, performance and
risk that each of them represents to the Company.
Interest Risk
Interest rate risk is the risk where changes in market interest rates might adversely affect the Company’s financial
condition. The immediate impact of changes in interest rates is on the company’s earnings. We manage this risk
by pricing loan products to customers at a rate which covers interest rate risk. Measurement of such risk is done
at the time of deciding rates to be offered to customers.
249Liquidity Risk
Liquidity risk is the risk that we will encounter difficulty in meeting the obligations associated with our financial
liabilities that are settled by delivering cash or another financial asset. We have Asset Liability Management policy
approved by the Board and we have constituted Asset Liability Committee to oversee our liquidity risk
management function. We manage liquidity risk by maintaining sufficient liquidity to meet our liabilities when
they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage
to our reputation.
Our Company is monitoring its liquidity risk by estimating the future inflows and outflows during the start of the
year and planning funding requirements accordingly. The composition of our Company’s liability mix ensures
healthy asset-liability maturity pattern and well diversified resource mix.
Information Technology
Our information technology capabilities are a key component of our operations, enabling us to provide efficient
and scalable solutions for our financial services. We utilize advanced digital platforms that support the entire loan
lifecycle, including underwriting, disbursement, and collections. This technology-driven approach helps us
streamline processes, enhance customer service, and maintain high operational efficiency across our extensive
network.
We leverage a ‘phygital’ model, integrating on-the-ground presence with cutting-edge digital tools to better serve
micro-enterprises. By utilizing data analytics, machine learning, and automation in our credit risk assessment
processes, we can more effectively evaluate customers’ creditworthiness with increased speed and accuracy. Our
IT infrastructure also ensures secure and reliable transactions, while fostering financial inclusion through a user-
friendly digital interface. This focus on digital innovation enables us to scale operations, maintain cost efficiency,
and adapt to the evolving needs of micro and small business customers.
We have a multilayered technology stack, offering a flexible and scalable infrastructure. In relation to the
infrastructure, we utilize cloud-based infrastructure as a service from third party providers. Our approach allows
for scaling of operations based on demand without incurring significant capital expenditures. The use of cloud
services enhances availability and security of our technological infrastructure, eliminating the need for extensive
physical resources. In order to maintain confidentiality with respect to such third party service providers, we
ensure that access by third parties for IT infrastructure maintenance activities is strictly controlled and monitored.
We have implemented a Privileged Access Management (“PAM”) system. Any privileged access to the
production infrastructure must be conducted exclusively through the PAM solution. The PAM solution ensures
that individuals requiring such access to the servers are not provided with user IDs and passwords for the
production infrastructure. Instead, they must log in to the PAM solution, which grants them restricted access to
the infrastructure servers. Furthermore, these sessions are meticulously recorded by the PAM system and are
subject to regular review. Additionally, all customer documents captured by the application are stored in encrypted
form within a Document Management System (“DMS”). These files are encrypted and can only be viewed through
the application ensuring that they cannot be accessed if extracted from the backend. We also conduct regular user
access reviews to ensure that only authorized personnel have access to the production system.
On the application side, our technology stack is comprised on several key components:
1. Channels. Various business units and entities use channels to access the core applications and engines, such
as CMS, LOS, Lead, CS App and SwitchPe through mobile applications. In addition, web-based portals
provide access to core systems such as LMS and LOS. An API layer enables custom integration with
external entities, supporting seamless communication with the core applications.
2. Identity and Access Management. Access to these channels is managed through stringent access control
systems. This ensures secure authentication and authorisation across all channels, safeguarding sensitive
data and preventing unauthorized access.
3. Workflow Management. The workflow for systems such as LOS and Lead Management is handled by a
specialized workflow engine, ServoStream, from Servosys. This platform enables the creation of
workflows that are deployed across both mobile applications and web portals. These workflows, along
with customized business rules, facilitate smooth transaction processing across different departments. The
system is also capable of managing deviations and handling error workflows, ensuring operational
efficiency.
2504. Core Systems. Our core systems include: a loan management system – Mifin from Qualtech Edge; a
bookkeeping system – Navision from Microsoft; a collection management system – CG Collect from
Credgenics; and a human resource management system – Adrenalin Max from Adrenalin eSystems. These
systems are fundamental in supporting our daily operations and business processes.
Data Science and Artificial Intelligence
Our dedicated data science and AI team works closely with our distribution, credit and collections teams and has
built various technological assets to facilitate the key decision-making processes across the customer life cycle.
The models we use are as follows:
Upfront Bureau Screening Model
Utilizing this model, we screen new applications using bureau data in real-time to categories them into the
following categories: strict rejects; straight passes; and ‘to be scrutinized’. This screening process is fully
automated at branch level. This AI Model in combination with another heuristic policy rule engine, is deployed
to automate upfront bureau screening in real-time.
Bounce Likelihood Model
This predicts the likelihood of a customer to bounce on the repayment of the loan at the next due date. This model
is used for pre-EMI calling and for communication strategy and resource optimization.
Repeat Risk Model
This predicts the risk of delinquency of a customer if they were to be given a repeat loan, and is used for optimizing
repeat loan offers and list finalization, as well as risk-based pricing of a loan.
Central Underwriting Credit Risk Model
This predicts the likelihood of delinquency within a year of disbursement at the point of credit appraisal, and is
used in shortest processing time queueing and risk-based policy tuning. This model is used in straight-through
processing of almost 23.88% of all cases (excluding allied agriculture) submitted by branch teams for central
underwriting.
Early Payment Likelihood Model
This predicts the probability of a customer making an EMI payment earlier than expected, even after missing their
payment for the month. This model is used for optimizing default collection calling and for communication
strategy and resource optimization.
Intellectual Property
As of the date of this Prospectus, we do not have any registered trademarks in India. We have made applications
for three trademarks in India that are currently pending.
Sales and Marketing
We employ a multi-faceted sales and marketing strategy focused on reaching underserved micro enterprises in
India. We leverage data analytics to identify customer needs and tailor financial products accordingly. We also
emphasize on digital marketing channels to enhance visibility and accessibility. Our dedicated sales team,
comprising 5,967 personnel as of September 30, 2025, is trained to build strong relationships with customers,
ensuring a personalized approach. Additionally, we utilize community engagement initiatives to foster trust and
educate potential borrowers about their financial solutions. In the six months ended September 30, 2025 and
September 30, 2024, and Fiscals 2025, 2024 and 2023, our advertising and marketing expenses were ₹ 0.83
million, ₹ 0.38 million, ₹ 0.95 million, ₹ 0.63 million and ₹ 0.17 million, respectively, which accounted for
0.011%, 0.007%, 0.007% 0.007% and 0.003% of our total expenses in the same periods.
251Competition
We operate in a space that includes notable competitors in the MSME finance sector, such as Five Star, Veritas
and Kinara. These companies, along with small finance banks and specialized NBFCs, are positioning themselves
to capture additional market share. Furthermore, the growing liberalization of the financial sector in India is
expected to bring new entrants, both domestic and foreign, increasing competition across the board. (Source:
CRISIL Report) Additionally, consumer-facing companies with vast data repositories, such as e-commerce and
payment service providers, are likely to enter the lending market, further intensifying the competitive landscape.
(Source: CRISIL Report) Despite this, the significant untapped potential within the micro enterprise sector offers
a lucrative business opportunity for us to expand and capture a larger share of this market. Our strategy is to ensure
that we further build on our unique positioning in the micro enterprise lending space through our full product
range of business loans, unique underwriting capabilities and diversified geographic presence.
Given our extensive experience in micro-enterprise financing, our robust digital infrastructure, and our strong
customer-centric approach, we believe we are strategically positioned to outperform our competition. Our focus
on addressing the largely under-served micro enterprise segment, combined with our data-driven underwriting
and risk assessment capabilities, enables us to offer competitive financial solutions while maintaining operational
efficiency. Furthermore, our ability to adapt to evolving market demands and leverage technology positions us to
capitalize on the significant growth potential within this sector.
Insurance
We hold standard insurance policies typically found within our industry. Our main coverage includes directors’
and officers’ liability insurance, asset insurance, and a money insurance policy for cash in safes and during transit.
Additionally, we have cyber insurance policy and fidelity insurance, and related risks. For further information on
risks related to our insurance policies, see “Risk Factors – 43 Our insurance coverage may not be sufficient or
may not adequately protect us against all material hazards, which may adversely affect our business, results of
operations, cash flows and financial condition” on page 60.
Human Resources
In the six months ended September 30, 2025 and September 30, 2024, and Fiscals 2025, 2024 and 2023, we had
10,459, 8,388, 9,102, 6,825 and 5,724 full-time employees, respectively, engaged in our operations in India. The
table below sets forth details of our permanent employees, by function, as of September 30, 2025:
S. No. Particulars Number of Employees
(1) Administration 10
(2) Audit & Vigilance 62
(3) Central Operations(1) 23
(4) Collection 1,099
(5) Credit & Field Operations(2) 1,821
(6) Customer Service 354
(7) Data Science & AI 5
(8) Distribution- Hypothecation loans and Saral Property loans 5,452
(9) Distribution - ML Centralized 335
(10) Distribution - ML Decentralized 904
(11) Finance & Legal 35
(12) General Management 7
(13) HR 39
(14) IT 42
(15) ML Upsell 99
(16) Product 9
(17) Risk 3
(18) Strategy 8
(19) Digital Business 152
Total 10,459
Notes:
(1) In Fiscals 2025, 2024 and 2023, the ‘central operation’ function was part of the ‘operations’ function.
(2) In the six months ended September 30, 2025, the ‘field operations’ function had been merged with the ‘credit and field operations’
function. However, for Fiscals 2025, 2024 and 2023, the ‘field operations’ function was merged with the ‘operations’ function.
252We do not engage third-party or direct selling agents for loan origination and relying on our own employees
thereby ensuring quality sourcing. Instances of customer mis-selling or deviations from process discipline have
been minimal.
We regularly organize training programs for our employees covering key areas such as lending operations,
underwriting, due diligence, KYC and anti-money laundering standards, risk management, information
technology, and grievance redressal. Additionally, we maintain active engagement with our employees through
initiatives like “Life at Aye-Chaupal”, conferences, and refresher training sessions to ensure continuous
development and alignment with organizational goals.
The following table sets forth the attrition rate in the years/ periods indicated:
Particulars As of As of As of March As of March As of March
September 30, September 30, 31, 2025 31, 2024 31, 2023
2025 2025
Number of Employees 3,278 2,149 5,281 3,602 3,378
Exited
Attrition Rate* (%) 65.53% 54.95% 64.56% 56.39% 63.72%
*Attrition rate is calculated as overall exits including retired employees divided by average number of employees in the relevant period.
In the six months ended September 30, 2025 and September 30, 2024, and Fiscals 2025, 2024 and 2023, our
employee benefits expenses were ₹ 2,365.65 million, ₹ 1,739.09 million, ₹ 3,796.37 million, ₹ 2,752.11 million
and ₹ 2,122.00 million, respectively, which accounted for 30.31%, 30.35%, 29.66%, 32.61 % and 37.10% of our
total expenses in the same periods.
Awards and Accolades
We have been recognised with a suite of awards and accolades which reflect our commitment to innovation and
excellence in the MSME loans industry in India. The table below sets forth details of the awards we have received
in Fiscals 2025, 2024 and 2023:
Awarding Organization or
Year Award
Authority
Best Upcoming NBFC in MSME Lending -Aye Finance won the 1st PHD Chamber Of Commerce and
MSME Banking and NBFC Excellence Sammaan Industry
“SME Financier of the Year – Asia” Global SME Finance Forum
India’s Best Workplaces in NBFCs Great Place to Work®
Fiscal
8th NBFC 100 Leader of Excellence Awards Elets Technomedia
2025
Featured in the global list CNBC and Statista
Ranked 3rd Among Best Companies to Work For in India by “Great Great Place to Work®
Place to Work”
India’s Best Employers 2025 TIME and Statista
Ranked 6th Among Best Companies to Work For in India by “Great Great Place to Work®
Place to Work”
Frost & Sullivan recognized us as the “Technology Innovation Leader Bharat Fintech Summit 2024
in the Indian Inclusive Fintech Solution Industry for 2024”
Fiscal Runner-Up for the Best In Class Performance – NBFC Award ASSOCHAM
2024 One of the Best Brands in 2024 The Economic Times
Best SME Finance Company 2024 Global Banking & Finance
Review
Honored with a “Financial Inclusion Organization of the Year” at the Frost & Sullivan
prestigious Bharat Fintech Summit 2024
Received the Elets 2nd NBFC 100 Leader of Excellence Award for Elets Banking & Finance Post
“Most Innovative Use of AI”
Ranked in the top 25 category for India’s Best Workplaces by “Great Great Place to Work®
Place to Work”
Received “Best For-profit Project for Underserved Communities” The Money Awareness and
Fiscal
award by “The Money Awareness and Inclusion Awards” Inclusion Awards
2023
Featured amongst “India’s Best Workplaces for Millennials, 2023” by Great Place to Work®
“Great Place to Work”
Received the “Inclusive Finance India Award” by Access Development Inclusive Finance India Award
Services under the category “Inclusive Enterprise Lending by Non- by Access Development
Banking Finance Company”
253Awarding Organization or
Year Award
Authority
Received the “Best MSME Financing Institution” Award at the 5th Emerging Business Awards by
edition of the Emerging Businesses Awards hosted by BW BW Businessworld
Businessworld
Corporate Social Responsibility
Financial inclusion is at the core of our corporate social responsibility (“CSR”) strategy. All our decisions are
focused on balancing social and financial performance to aid comprehensive and sustainable development of
micro enterprises. We remain committed to providing the necessary financial and beyond-financial support to
these businesses.
In the six months ended September 30, 2025 and September 30, 2024, and Fiscals 2025, 2024 and 2023, our
corporate social responsibility related expenses were ₹ 12.26 million, ₹ 8.40 million, ₹ 17.48 million, ₹ 9.36
million and ₹ 5.30 million, representing 0.16%, 0.15% , 0.14%, 0.11% and 0.09% of our total expenses,
respectively.
Foundation for Advancement of Micro Enterprises
Our not-for-profit arm, the Foundation for Advancement of Micro Enterprises (“FAME”) scheme, aims at
creating a positive social impact in India. This initiative aims to enhance access to credit for micro entrepreneurs,
particularly in underserved segments of society. By offering collateral-free loans and financial products tailored
to the needs of small businesses, we empower women and marginalized communities, fostering entrepreneurship
and economic growth. Our focus areas primarily comprise livelihood enhancement, rural development, skill
development and benefit of the socially weaker population.
FAME’s interventions are focused on building the capabilities of unorganized micro businesses to scale up and
become competitive. This is achieved through non-financial support in the areas of skill development to increase
efficiency, product know-how, market development and enhancement of business and financial management
knowledge.
Certain key initiatives we have undertaken include:
1. Dairy Development Programme, launched in 2019, which aims to increase the income of rural households
from dairy farming while also providing preventive healthcare services for cattle and livestock, such as
the animal health camp in Meerut, where we conduct dairy awareness sessions to prevent livestock
diseases and improve the productivity of cattle;
2. Sports Cluster Development Programme, launched in August 2023, which focuses on enhancing the skills
of women in the sports manufacturing sector, acknowledging their vital contributions to the growth of this
industry. The initiative has also supported women in gaining greater decision-making influence within
their families and communities;
3. Shoe Artisans Programme, launched in April 2022, to support the women shoe artisans of Agra in
improving their skills, creating quality products and enhancing their livelihood opportunities; and
4. Development Initiative for Women Association, established in August 2023, which focusses on
empowering women from marginalized communities in urban and semi-urban areas to establish their own
savory businesses.
Social Performance Management Report 2024
The Social Performance Management Report 2024 dated March 8, 2025 (“Social Report”) was commissioned by
our Company on the basis of a baseline study initiated in 2019 for a comprehensive social audit and impact
assessment. The Social Report was prepared after an in-depth analysis of our internal processes and policies, using
the Universal Standards for Social and Environmental Performance Management Framework, which evaluates
seven dimensions of responsible finance, including social strategy, leadership, client-centered products, client
protection, human resources, responsible growth, and environmental management; as well as an assessment of the
impact of our loans on our customers’ businesses and lives through customer surveys focusing on changes since
the baseline study in 2019.
254As published in the Social Report, our Company has achieved a social and environmental score of 81%, which
was significantly above the average audit score of 64% from 99 social audits conducted via the SPI Online
software. This demonstrates our continued commitment to placing our clients and sustainability at the centre of
our strategic and operational decisions and to enhancing the positive impact of our financial services on micro-
entrepreneurs across India.
Properties
Our Registered Office is located at M-5, Magnum House-I, Community Centre, Karampura, West Delhi, New
Delhi 110 015, Delhi, India which is leased by us. Further, our Corporate Office is located at Unit No. 701-711,
7th Floor, Unitech Commercial Tower-2, Sector-45, Arya Samaj Road, Gurugram 122 003, Haryana, India and is
also leased by us.
As of September 30, 2025, we have a network of 568 branches and seven offices, all of which are located on
leased premises.
For details, see “Risk Factors – 32. We do not own any of our branch offices, including our Registered Office
and our Corporate Office. Any termination or failure by us to renew the lease and license agreements in a
favorable and timely manner, or at all, could adversely affect our business, cash flows and results of operations.
Additionally, we may be unable to enforce our rights under agreements with third parties due to inadequate
stamping or nonregistration of such agreements.” on page 53.
There is no conflict of interest between the lessors of the immovable properties (which are crucial for operations
of our Company) and our Company, Key Managerial Personnel, Senior Management, Directors and Subsidiary.
255KEY REGULATIONS AND POLICIES IN INDIA
Given below is an indicative summary of certain sector-specific and relevant laws, regulations, and policies in
India, which are applicable to our Company. The information detailed in this section has been obtained from
publications available in the public domain. The description of the applicable regulations as given below is only
intended to provide general information to the investors and may not be exhaustive and is neither designed nor
intended to be treated as a substitute for professional legal advice. The indicative summaries are based on the
current provisions of applicable law in India, which are subject to change or modification, or amendment by
subsequent legislative, regulatory, administrative, or judicial decisions.
Under the provisions of various Central Government and State Government statutes and legislations, our
Company is required to obtain and regularly renew certain licenses or registrations and to seek statutory
permissions to conduct our business and operations. For details, see “Government and Other Approvals” on
page 479.
I. Industry specific regulations
The Reserve Bank of India Act, 1934
The RBI is entrusted with the responsibility of regulating and supervising NBFCs by virtue of powers
vested in Chapter IIIB of the Reserve Bank of India Act, 1934 (“RBI Act”). The RBI Act defines an
NBFC as: (a) a financial institution which is a company; (b) a non-banking institution which is a
company and which is in the principal business of receiving deposits, under any scheme or arrangement
or in any other manner, or lending in any manner; or (c) such other non-banking institution or class of
institutions as the RBI may, with the previous approval of the Central Government, and by notification
in the Official Gazette, specify.
A company would be categorized as an NBFC if it has minimum net owned fund of ₹20 million or such
other amount, as the RBI may, by notification in the official gazette, specify from time to time. Further,
NBFCs are required to obtain a certificate of registration from the RBI prior to commencement of the
business as a non-banking financial company.
Pursuant to Section 45-IC of the RBI Act, every NBFC is required to create a reserve fund and transfer
thereto a sum not less than 20% of its net profit every year, as disclosed in the profit and loss account and
before any dividend is declared by such company. Further, no appropriation can be made from such fund
by the NBFC except for the purposes specified by the RBI from time to time and every such appropriation
shall be reported to the RBI within 21 days from the date of such withdrawal.
Master Direction – Reserve Bank of India (Non-Banking Financial Companies – Registration,
Exemptions and Framework for Scale Based Regulation) Directions, 2025
The Master Direction – Reserve Bank of India (Non-Banking Financial Companies – Registration,
Exemptions and Framework for Scale Based Regulation) Directions, 2025 (“Scale Based Regulations”)
divide NBFCs into four layers based on their size, activity, and perceived risk. The lowest layer is the
base layer (“NBFC-BL”), followed by the middle layer (“NBFC-ML”), upper layer (“NBFC-UL”) and
top layer (“NBFC-TL”).
• Base layer – The base layer comprises of (a) non-deposit taking NBFCs with assets worth up to
₹10,000 million 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) NBFC not availing public funds and
not having any customer interface.
• Middle layer – The middle layer comprises of (a) all deposit-taking NBFCs irrespective of asset
size, (b) non-deposit-taking NBFCs with assets worth ₹10,000 million or more, and (c) NBFCs
undertaking activities such as (i) Standalone Primary Dealer (“SPD”), (ii) Infrastructure Debt
Fund-Non-Banking Financial Company (“IDF-NBFC”), (iii) Core Investment Company
(“CIC”), (iv) Housing Finance Company (“HFC”) and (v) Non-Banking Financial Company-
Infrastructure Finance Company (“NBFC-IFC”).
• Upper layer – The Upper Layer shall comprise of those NBFCs which are specifically identified
by the Reserve Bank as warranting enhanced regulatory requirement based on the set of
256parameters and scoring methodology as provided in these regulations.
• Top layer – The Scale Based Regulations require the top layer to ideally remain empty unless,
in the opinion of the RBI, there is a substantial increase in the potential systemic risk from
specific NBFCs in the upper layer. Such NBFCs will be moved from the upper layer to the top
layer.
Under the Scale Based Regulations, all regulations applicable to an NBFC-BL are also applicable to an
NBFC-ML, unless specified otherwise. Further, from October 1, 2022, all references to NBFC-ND (i.e.,
non-systemically important non- deposit taking NBFC) shall mean NBFC-BL and all references to
NBFC-D (i.e., deposit taking NBFC) and NBFC-ND-SI (systemically important non-deposit taking
NBFC) shall mean NBFC-ML or NBFC-UL, as the case may be.
Our Company is classified as NBFC-ML.
Master Direction – Reserve Bank of India (Non-Banking Financial Companies –
Governance) Directions, 2025 (“NBFC Governance Directions”)
The NBFC Governance Directions primarily focus on strengthening governance, risk
management, and transparency. The application of this direction differs among various levels
of NBFCs. The broad compliance requirements are as follows:
Constitution of committees
Set out below are the committees required to be constituted by all NBFC-MLs:
(i) Audit committee: An NBFC is required to constitute an audit committee consisting of not less
than three members of its board of directors. The audit committee constituted by an NBFC as
required under Section 177 of the Companies Act shall be the audit committee for the purposes
of the NBFC Governance Directions as well, and its powers and functions shall be as provided
under Section 177 of the Companies Act 2013. The Audit Committee shall ensure that an
information system audit of the internal systems and processes is conducted as per the
periodicity prescribed in reserve bank of India (Non-Banking Financial Companies – Managing
Risks in Outsourcing) Directions, 2025, as amended from time to time, to assess operational
risks faced by the NBFC.
(ii) Nomination and remuneration committee: NBFCs are required to constitute a nomination and
remuneration committee to ensure ‘fit and proper’ status of proposed or existing directors, which
shall have the same powers and functions as the nomination and remuneration committee
required to be constituted under Section 178 of the Companies Act 2013.
(iii) Risk Management committee: NBFCs are required to constitute a risk management committee
for evaluating the overall risks faced by the NBFC including liquidity risk.
Certain additional corporate governance requirements applicable to all NBFC-MLs pursuant to the NBFC
Governance Directions include:
• Key managerial personnel of such NBFCs are prohibited from holding office in any other
NBFC-ML or NBFC- UL. However, such key managerial personnel can continue as a director
on the board of directors of a subsidiary of such NBFC.
• Independent directors on board of directors of such NBFCs are prohibited from being appointed
on the board of directors of more than three NBFCs (NBFC-ML or NBFC-ULs) at the same
time.
• Such NBFCs are required to adopt a board approved compensation policy which is required to
provide for, at minimum, (i) principles for fixed and variable pay structures and (ii) malus/ claw
back provisions.
In addition to the above- mentioned, all NBFCs are required to have at least one director that has work
experience in a bank or an NBFC.
257Further, in NBFCs from NBFC-ICC, NBFC-IFC, NBFC-MFI, NBFC-factors and IDF-NBFC categories
with an asset size of more than ₹50,000 million are required to appoint a chief risk officer. The chief risk
officer shall be a senior official in the hierarchy of an NBFC and shall possess adequate professional
qualification/experience in the area of risk management and shall be involved in the process of
identification, measurement and mitigation of risks.
Fit and proper criteria: NBFCs are, inter alia, required to (a) maintain a policy approved by the board of
directors for ascertaining the fit and proper criteria of the directors at the time of appointment, and on a
continuing basis, in line with the guidelines prescribed under the NBFC Governance Directions ; (b)
obtain a declaration and undertaking from directors giving additional information on the directors, in the
format prescribed under the NBFC Governance Directions ; (c) obtain a deed of covenant signed by
directors, in the format prescribed under the NBFC Governance Directions; and (d) furnish to the RBI a
quarterly statement on change of directors and a certificate from the managing director/CEO of the
NBFCs that fit and proper criteria in selection of the directors has been followed. The statement
submitted by NBFC for the quarter ending March 31 shall be certified by the auditors. The RBI reserves
the right to examine the ‘fit and proper’ criteria of directors of any NBFC irrespective of the asset size
of such NBFC.
Disclosure and Transparency: NBFCs are required to place before the board of directors, at regular
intervals, as may be prescribed by their respective boards of directors, the following: (i) progress made
in putting in place a progressive risk management system and risk management policy and strategy
followed by the concerned NBFC; and (ii) conformity with corporate governance standards including
composition of committees, their roles and functions, periodicity of the meetings and compliance with
coverage and review functions and so on.
Further, NBFCs shall frame their internal guidelines on corporate governance with the approval of the
board of directors which shall be published on their respective websites.
Master Direction – Reserve Bank of India (Non-Banking Financial Companies –
Acquisition of shareholding or control) Directions, 2025
NBFCs are required to obtain prior written permission of RBI for (a) any takeover or acquisition of
control, which may or may not result in change in management, (b) any change in the shareholding,
including progressive increases over time, which would result in acquisition or transfer of shareholding
of 26% or more of the paid-up equity capital (no prior approval is required if the shareholding going
beyond 26% is due to buy-back of shares or reduction in capital where it has approval of a competent
court however the same must be reported to the RBI within one month of the occurrence), Further, a
public notice shall be given in at least one leading national and in one leading local (covering the place
of registered office) vernacular newspaper, at least 30 days before effecting: (i) the transfer of the
ownership of the company by sale of shares, or (ii) transfer of control of the company, with or without
sale of shares.
Master Direction – Reserve Bank of India (Non-Banking Financial Companies – Prudential
Norms on Capital Adequacy) Directions, 2025
All NBFC - MLs are required to maintain capital to risk weighted asset ratio of minimum 15% of the
NBFC’s aggregate risk weighted assets. The Tier – I capital in respect of NBFC-MLs, at any point of
time, shall not be less than 10%. The Tier 2 capital of the NBFC-ML, at any point of time, shall not
exceed 100 per cent of Tier 1 capital. The NBFC shall restrict the total exposure to an obligor including
that covered by way of CDS within an internal exposure ceiling considered appropriate by the Board of
the NBFC in such a way that it shall not breach the single / group borrower exposure limit prescribed by
the Reserve Bank.
Master Direction – Reserve Bank of India (Non-Banking Financial Companies – Financial
Statements, Presentation, and Disclosures) Directions, 2025 (“NBFC – Financial Statements,
Presentation, and Disclosures Directions”)
In accordance with the NBFC – Financial Statements, Presentation, and Disclosures Directions, an
NBFC shall hold impairment allowances as required by Ind AS. In parallel, the NBFC shall also maintain
the asset classification and compute provisions as per extant prudential norms on Income Recognition,
Asset Classification and Provisioning (IRACP) including borrower / beneficiary wise classification,
provisioning for standard as well as restructured assets, NPA ageing, etc. A comparison between
258provisions required under IRACP and impairment allowances made under Ind AS 109 shall be disclosed
by the NBFC in the notes to its financial statements to provide a benchmark to it boards, supervisors of
the Reserve Bank and other stakeholders, on the adequacy of provisioning for credit losses.
Master Direction – Reserve Bank of India (Non-Banking Financial Companies – Asset Liability
Management) Directions, 2025 (“NBFC – Asset, Liability, Management Directions”)
Asset-liability management committee
NBFCs are required to constitute an asset liability management committee which will be responsible for
ensuring adherence to the risk tolerance set by the board of directors as well as implementing the liquidity
risk management strategy of the NBFC. The asset liability management committee is required to be
headed by the chief executive officer/ managing director or the executive director of such NBFC, as
prescribed under the NBFC – Asset, Liability, Management Directions.
Liquidity Risk Management Framework
NBFCs with an asset size of ₹1,000 million and above are required to adhere to the liquidity risk
management framework prescribed under the NBFC – Asset, Liability, Management Directions which ,
inter alia, require the board of directors of the NBFCs to formulate a liquidity risk management
framework, which ensures the maintenance of adequate 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 board shall approve the internally
defined limits for certain critical ratios used for liquidity risk management. The board shall approve the
prudential limits on individual Gaps for the prescribed maturity buckets for managing liquidity and
interest rate risks An NBFC shall establish an asset liability management system that offers a
comprehensive and dynamic framework for measuring, monitoring, and managing liquidity, interest rate,
equity, and foreign exchange risks.
Liquidity Coverage Ratio
The requirement of Liquid Coverage Ratio shall not extend to non-deposit taking NBFCs with an asset
size below ₹50 billion under the NBFC – Asset, Liability, Management Directions. As per these
directions, NBFCs are required to maintain a liquidity buffer in terms of liquidity coverage ratio which
will promote resilience of NBFCs to potential liquidity disruptions by ensuring that they have sufficient
high quality liquid asset to survive any significantly severe liquidity stress scenario lasting for 30 days.
An NBFC shall maintain Liquidity Coverage Ratio of minimum 100 per cent (i.e., the stock of High
Quality Liquid Assets) shall at least equal total net cash outflows) on an ongoing basis. Provided that an
NBFC shall have the option to use its stock of High Quality Liquid Assets during a period of financial
stress, thereby allowing LCR to fall below 100 per cent. Provided further that an NBFC shall
immediately report to the RBI such use of stock of High Quality Liquid Assets during a period of
financial stress along with reasons for such usage and corrective steps initiated to rectify the situation.
Master Direction – Reserve Bank of India (Non-Banking Financial Companies – Income
Recognition, Asset Classification, and Provisioning) Directions, 2025 (“NBFC Asset
Classifications and Provisioning Directions”)
All NBFCs are required to adopt the asset classification and provisioning norms as set forth below:
Asset Classification
(i) a “standard asset” means the asset in respect of which, no default in repayment of principal or
payment of interest is perceived and which does not disclose any problem or carry more than
normal risk attached to the business.
(ii) a “sub-standard asset” means (a) an asset which has been classified as non-performing asset for
a period not exceeding 12 months; (b) an asset where the terms of the agreement regarding
interest and/or principal have been renegotiated or rescheduled or restructured after
commencement of operations, until the expiry of one year of satisfactory performance under
the renegotiated or rescheduled or restructured terms. However, the classification of
infrastructure loans as sub-standard assets is subject to the conditions stipulated in the NBFC
Asset Classification and Provisioning Directions.
259(iii) a “doubtful asset” means (a) a term loan, or (b) a lease asset, or (c) a hire purchase asset, or (d)
any other asset, which remains a sub-standard asset for a period exceeding 12 months.
(iv) a “loss asset” means (a) an asset which has been identified as loss asset by an NBFC or its
internal or external auditor or by the RBI during the inspection of the NBFC, to the extent it is
not written off by the NBFC; and (b) an asset which is adversely affected by a potential threat
of non-recoverability due to either erosion in the value of security or non-availability of security
or due to any fraudulent act or omission on the part of the borrower.
Standard Asset Provisioning
NBFC-MLs are required to make provisions for standard assets of 0.40% of the outstanding, which shall
not be reckoned for arriving at the net NPAs (“Non Performing Assets”). The provision towards standard
assets shall not be netted from gross advances but are required to be shown separately as ‘Contingent
Provisions against Standard Assets’ in the balance sheet of the NBFCs.
Financial Statements and Accounting Standards
NBFCs are required to prepare their financials in compliance with the applicable directions of the RBI
and Accounting Standards and guidance notes issued by the Institute of Chartered Accountants of India
insofar as they are not inconsistent with any of the provisions of the directions from RBI . NBFCs that are
required to implement Ind AS as per the Companies (Indian Accounting Standards) Rules, 2015 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 Annex II of the Scale Based Directions.
Disclosure requirements for notes to accounts specified in Scale Based Directions shall continue to apply.
Classification as Special Mention Account and Non-Performing Asset
The borrower accounts shall be flagged as overdue by the lending institutions as part of their day-end
processes for the due date, irrespective of the time of running processes. Similarly, classification of
borrower accounts as Special Mention Account (“SMA”) as well as NPA shall be done as part of day-
end process for the relevant date and the SMA or NPA classification date shall be the calendar date for
which the day end process is run. In case of borrowers having more than one credit facility from a lending
institution, loan accounts shall be upgraded from NPA to standard asset category only upon repayment
of entire arrears of interest and principal by the borrower.
NPA classification in case of interest payments
In case of interest payments in respect of term loans, an account will be classified as NPA if the interest
applied remains overdue for more than 90 days.
Upgradation of accounts classified as NPAs
Loan accounts classified as NPAs may be upgraded as ‘standard’ asset only if entire arrears of interest
and principal are paid by the borrower. With regard to upgradation of accounts classified as NPA due to
restructuring, non-achievement of date of commencement of commercial operations, etc., the
instructions as specified for such cases shall continue to be applicable.
Master Direction – Reserve Bank of India (Non-Banking Financial Companies –
Responsible Business Conduct) Directions, 2025 (“NBFC Business Conduct Directions”)
All NBFCs having customer interface are required to adopt a fair practices code in line with the NBFC
Business Conduct Directions which stipulate that such fair practices code should cover, inter alia, the
form and manner of processing of loan applications; loan appraisal and terms and conditions thereof;
and disbursement of loans and changes in terms and conditions of loans. The NBFC Business Conduct
Directions also prescribe general conditions to be observed by NBFCs in respect of loans and requires
the board of directors of NBFCs to lay down a grievance redressal mechanism. Such fair practices code
should preferably be in vernacular language or language understood by borrowers of the NBFCs.
Regulation of Excessive Interest Charged by NBFCs
The board of directors of each NBFC is required to adopt an interest rate model taking into account
relevant factors such as cost of funds, margin and risk premium and determine the rate of interest to be
260charged for loans and advances. The rate of interest must be annualized rate so that the borrower is aware
of the exact rates that would be charged to the account. Although rates of interest charged by NBFCs are
not regulated by the RBI, rates of interest beyond a certain level may be seen to be excessive. The board
of directors of NBFCs is required to set out appropriate internal principles and procedures in determining
interest rates and processing and other charges. In this regard, the guidelines indicated in the fair practices
code about transparency in respect of terms and conditions of the loans are to be kept in view.
Penal Charges in Loan Accounts
Penalties for non-compliance with material terms and conditions of a loan contract by a borrower shall
be treated as ‘penal charges’ and shall not be levied as a ‘penal interest’ that is added to the rate of
interest charged on advances. No further interest shall be computed on such penal charges. The NBFC
Business Conduct Directions prohibit regulated entities, which include NBFCs, from introducing any
additional component to the rate of interest and stipulate that all NBFCs shall formulate a board approved
policy on penal charges or similar charges on loans. The quantum of penal charges shall be reasonable
without being discriminatory within a particular loan or product category. In addition to being displayed
on the NBFCs’ website, the reasons for penal charges shall be clearly disclosed by the NBFCs to the
customers in the loan agreement and the key fact statement.
Responsibilities of Direct Sales Agents (DSA) / Direct Marketing Agents (DMA) / Recovery Agents of
the NBFC
In light of the alleged deviations and violations by agents employed by regulated entities and reiterating
that the responsibility for outsourcing activities vests ultimately with regulated entities, the RBI has
directed regulated entities, including NBFCs, to strictly ensure that they or their agents do not resort to
intimidation or harassment of any kind, either verbal or physical, against any person in their debt
collection efforts, including acts intended to humiliate publicly or intrude upon the privacy of the
debtors’ family members, referees and friends, sending inappropriate messages either on mobile or
through social media, making threatening and/ or anonymous calls, persistently calling the borrower and/
or calling the borrower before 8:00 a.m. and after 7:00 p.m., for recovery of overdue loans, making false
and misleading representations, etc.
Master Direction – Reserve Bank of India (Non-Banking Financial Companies – Concentration Risk
Management) Directions, 2025
An NBFC-ML shall put in place comprehensive board-approved policy on concentration risk
management, which shall inter-alia include. internal limits for sensitive sector exposure separately for
capital market and commercial real estate exposures; fixing of various sub-limits, at the discretion of the
board, within the overall sensitive sector exposure internal limits subject to conditions. An NBFC [except
(Non-Banking Financial Company-Infrastructure Finance Company (NBFC-IFC)] shall not have
exposure (credit / investment taken together) exceeding (i) 25 per cent of its Tier 1 capital to a single
party; and (ii) 40 per cent of its Tier 1 capital to a single group of parties. Provided that an NBFC may
exceed the exposure norm specified above, by five per cent for any single party and by 10 per cent for a
single group of parties, if the additional exposure is on account of infrastructure loan and / or investment
Reserve Bank of India (Non-Banking Financial Companies – Prudential Norms on Declaration of
Dividends) Directions, 2025 (“NBFC Declaration of Dividends Directions”)
The NBFC Declaration of Dividends Directions intend to infuse greater transparency and uniformity in
practice of distribution of dividends by setting eligibility criteria and disclosure requirements for NBFCs
for distribution of dividends. According to the NBFC Declaration of Dividends Directions, NBFCs must
comply with four minimum prudential criteria to be considered eligible to declare dividends: (i)
prescribed levels of capital adequacy; (ii) prescribed levels of Net NPA; and (iii) compliance with
provisions of Section 45IC of the RBI Act.. The NBFC Declaration of Dividends Directions also
prescribe to the board of directors of the NBFCs to consider the decision to roll out dividends in light of
certain definite factors, such as, (i) supervisory findings of the RBI on divergence in classification and
provisioning of NPAs, (ii) qualifications in the auditor’s report to the financial statements and (iii) long
term growth plans of the NBFC. NBFCs, other than NBFC-BL, that declare dividend have to report
dividend declared during the financial year in the format prescribed under the NBFC Declaration of
Dividends Directions.
261Master Direction – Reserve Bank of India (Non-Banking Financial Companies – Managing Risks in
Outsourcing) Directions, 2025 (“NBFC Managing Risk in Outsourcing Directions”)
The NBFC Managing Risk in Outsourcing Directions specify the activities that cannot be outsourced
and also provide the basis for deciding materiality of outsourcing. It mandates the regulatory and
supervisory requirements and risk management practices to be complied with by every NBFC before
outsourcing its activities. Further, an NBFC intending to outsource any of the permitted activities under
the NBFC Managing Risk in Outsourcing Directions is required to formulate an outsourcing policy
which is to be approved by its board of directors.
The NBFC Managing Risk in Outsourcing Directions provides guidelines for outsourcing of financial
services and information technology services by financial institutions by NBFCs. The aim of the NBFC
Managing Risk in Outsourcing Directions is to ensure that outsourcing arrangements does not diminish
the NBFC’s obligations, and those of its Board and Senior Management, who have the ultimate
responsibility for the outsourced activity. An NBFC intending to outsource any of its financial or IT
activities shall put in place corresponding comprehensive Board approved outsourcing policy, the
coverage of which should be as indicated in the NBFC Managing Risk in Outsourcing Directions. The
board/committee to which powers have been delegated, as applicable for financial or IT outsourcing,
shall be responsible for putting in place a framework to evaluate the risks and materiality of all existing
and prospective outsourcing arrangements, laying down appropriate approval authorities depending on
risks and materiality, and undertaking regular review. An NBFC which chooses to outsource financial
services shall however not outsource core management functions including Internal Audit, strategic and
compliance functions, and decision-making functions such as determining compliance with KYC norms
for opening deposit accounts, giving sanction for loans (including retail loans) and management of
investment portfolio. As per the directions, a regulated entity shall take steps to ensure that the service
provider employs the same high standard of care in performing the services as would have been employed
by the regulated entity itself, had the same activity not been outsourced. The regulated entities need to ask
their service providers to develop and establish a robust framework for documenting, maintaining, and
testing business continuity plan and disaster recovery plan
A regulated entity can also outsource functions within its business group/conglomerate, subject to
conditions specified in the directions. The NBFC Managing Risk in Outsourcing Directions also require
regulated entities to immediately notify the RBI in the event of breach of security and leakage of
confidential customer related information. In these eventualities, the NBFC shall be liable to its customers for
any damage.
RBI notification – Compliance Function and Role of Chief Compliance Officer- NBFCs dated April
11, 2022
The Scale Based regulation- Revised Regulatory Framework for NBFCs by the RBI, 2021, dated October
22, 2021, as amended (“SBR Framework”), reflects the RBI’s attempt to premise the regulatory
framework for NBFCs on the scale, size, leverage, risk, and complexity of its operations. In this respect,
the Scale Based Regulations have been implemented by RBI.
The RBI notification – Compliance Function and Role of Chief Compliance Officer- NBFCs dated April
11, 2022 (“CCO RBI Notification”) mandates NBFC-UL and NBFC-ML to have an independent
Compliance Function and a Chief Compliance Officer (“CCO”) latest by April 1, 2023, and October 1,
2023, respectively. The Board/Audit Committee shall ensure that an appropriate Compliance Policy is
put in place and implemented. The senior management of the NBFCs shall carry out an exercise, at least
once a year, to identify and assess the major compliance risk facing the NBFC and formulate plans to
manage it.
Reserve Bank of India (Non-Banking Financial Companies - Internal Ombudsman) Directions, 2026
The Reserve Bank of India (Non-Banking Financial Companies - Internal Ombudsman) Directions, 2026
dated January 14, 2026 (“Internal Ombudsman Directions”), inter alia applies to NBFCs (excluding
Housing Finance Company, Core Investment Company, Infrastructure Debt Fund-Non-Banking
Financial Company, Non-Banking Financial Company – Infrastructure Finance Company, Non-
Operative Financial Holding Company, Primary dealers, Mortgage Guarantee Company)
where the deposit-taking NBFCs with 10 or more branches and non-Deposit taking NBFCs with asset
262size of Rs.50 billion and above and having public customer interface. These Directions aim to strengthen
the internal grievance redressal mechanism within a NBFC and ensure a speedy and meaningful
resolution of customer complaints by enabling a review before their rejection, by an apex level authority
within the NBFC. by standardizing procedures such as complaint escalation to the Internal Ombudsman,
appointment qualifications, and the complaint resolution process. Regulated entities are required to
establish a mechanism for periodic reporting to the Consumer Education and Protection Department,
Central Office, RBI, following the formats outlined in the Internal Ombudsman Directions.
The Internal Ombudsman Directions require regulated entities to appoint at least one Internal
Ombudsman, and may further appoint one or more deputy Internal Ombudsman, depending on the
volume of complaints received by them. The Internal Ombudsman Directions specifies the prerequisites
for appointment of the ombudsman, the role and responsibilities of the ombudsman and the procedure
for complaint redressal by the ombudsman.
Reserve Bank of India (Non-Banking Financial Companies – Know Your Customer) Directions, 2025
The RBI issued the Master Directions on Know Your Customer (“KYC”) dated November 28, 2025,
(updated as on December 29, 2025) as amended (“RBI KYC Directions”), mandating regulated entities
to adhere to specific customer identification procedures, including the video-based customer
identification process (“V-CIP”).
As per the RBI KYC Regulations, the board of every NBFC shall have a KYC policy which shall include
the following four elements: (i) customer acceptance policy; (ii) risk management; (iii) customer
identification procedures (cip); and (iv) monitoring of transactions. The KYC policy shall, inter alia,
incorporate provisions for the following: (i) periodic updation of kyc; (ii) any exceptional measures for
KYC updation, such as requiring a recent photograph, physical presence, or a more frequent updation
schedule than the minimum prescribed, (iii) Obtaining a copy of officially valid document or deemed
officially valid document, for the purpose of proof of change of address during KYC updation, (iv)
providing facility of updation / periodic updation of KYC at any branch; and (v) change of registered
mobile number for accounts opened in non-face-to-face mode.
In terms of the RBI KYC Directions, every entity regulated thereunder shall duly adopt 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 key elements,
namely, customer acceptance policy; risk management policy; customer identification procedures; and
monitoring of transactions. All NBFCs are required to ensure compliance with the KYC policy through
specification of who constitutes ‘senior management’ for the purpose of KYC compliance; allocation of
responsibility for effective implementation of policies and procedures; independent evaluation of the
compliance of KYC and anti-money laundering policies and procedures; concurrent/internal audit
system to verify the compliance with KYC and anti-money laundering policies and procedures; and
submission of quarterly audit and compliance to the audit committee. The RBI KYC Directions further
require that such programmes shall include adequate safeguards on the confidentiality and use of
information exchanged, including safeguards to prevent tipping-off. Regulated entities shall apply a risk-
based approach for mitigation and management of the risks and shall have board approved policies,
controls and procedures in this regard. Further, regulated entities shall implement a customer due
diligence programme, having regard to identified risks and size of business, and regulated entities should
monitor implementation of controls and enhance them if necessary.
The RBI KYC Directions have also issued instructions on sharing of information while ensuring secrecy
and confidentiality of information held by NBFCs, amongst others. The regulated entities must also adhere
to the reporting requirements under Foreign Account Tax Compliance Act and Common Reporting
Standards and ensure compliance with requirements/obligations as per applicable provisions of the
Unlawful Activities Prevention (“UAPA”) Act, 1967. 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 further
amended to:-
(1) enhance the disclosure requirements under the Prevention of Money-Laundering Act, 2002, and
the rules made thereunder;
(2) accommodate authentication as per the Aadhaar (Targeted Delivery of Financial and Other
263Subsidies, Benefits and Services) Act, 2016; and
(3) 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 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. In the accounts opening procedure by NBFCs, in case a person who
desires to open an account is not able to produce documents, NBFCs may at their discretion open accounts
subject to certain conditions, including monitoring of the account. For opening accounts of a trust,
regulated entities are required to ensure that the trustees disclose their status at the time of
commencement of an account-based relationship or when carrying out transactions as specified in the RBI
KYC Directions.
Master Directions on Fraud Risk Management in Non-Banking Financial Companies (including
Housing Finance Companies) dated July 15, 2024
The Master Directions on Fraud Risk Management issued in Non-Banking Financial Companies dated
July 15, 2024, (“Fraud Risk Management Directions”) aims to provide a framework to NBFCs for
prevention, early detection and timely reporting of incidents of fraud to Law Enforcement Agencies and
RBI. The Fraud Risk management Directions delineates the requisite frameworks for NBFCs, to address
and mitigate fraud risks effectively. It mandates the establishment of comprehensive internal control
systems and enhanced employee training protocols. Furthermore, it stipulates the implementation of
robust monitoring mechanisms to detect and deter fraudulent activities. The Directions` also require
prompt reporting and thorough investigation of any fraud incidents. A risk-based approach to fraud
prevention is emphasized throughout the framework. The prescribe penal framework includes debarment
of persons or Entities classified and reported as fraud by NBFCs and also entities and persons associated
with such entities, shall be debarred from raising of funds and / or seeking additional credit facilities
from financial entities regulated by RBI, for a period of five years from the date of full repayment of the
defrauded amount or mutually agreed settlement amount of a compromise settlement.
Master Direction – Reserve Bank of India (Filing of Supervisory Returns) Directions – 2024 dated
February 27, 2024
The Master Direction Reserve Bank of India (Filing of Supervisory Returns) Directions dated February
27, 2024 (“Directions on Filing Returns”), outlines the requirements and procedures for the filing of
supervisory returns by regulated entities. It establishes timelines, formats, and guidelines for submission,
ensuring compliance with regulatory standards. The Direction aims to enhance transparency and
facilitate effective supervision by the Reserve Bank or mid-layer NBFCs, the timeline for filing
supervisory returns as per the Master Direction issued by the Reserve Bank of India typically includes:
timelines for submission of returns, in general, will depend on the frequency at which the return is to be
submitted. The Directions on Filing Returns prescribes timelines for submission of returns, such timeline
will depend on the frequency at which the return is to be submitted.
Master Direction – Non-Banking Financial Companies Auditor’s Report (Reserve Bank) Directions,
2016 dated September 29, 2016
The Master Direction – Non-Banking Financial Companies Auditor’s Report (Reserve Bank) Directions,
2016 dated September 29, 2016 (“Auditor’s Report Directions”)set out disclosures that are to be
included in every auditor’s report on the accounts of an NBFC such as: (i) compliance with requirement
to obtain certificate of registration from the RBI; (ii) the validity of such NBFC’s certificate of
registration and whether the NBFC is entitled to continue to hold such certificate of registration in terms
of its principal business criteria as of March 31 of the applicable year; and (iii) compliance with net
owned fund requirements as laid down in the Master Directions.
Additionally, every auditor of a non-banking financial company not accepting public deposits is required
include a statement in accounts of the NBFC on following matters: (i) whether the board has passed a
resolution for non-acceptance of any public deposits; (ii) whether the NBFC has accepted any public
deposits during the relevant period/year; (iii) whether the NBFC 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 in terms of the NBFC-ND-SI Directions; (iv) in case of NBFC-ND-SI:
264(a) whether the capital adequacy ratio as disclosed in the return submitted to the RBI by the NBFC, has
been correctly arrived at and whether such ratio is in compliance with the minimum Capital to Risk
(Weighted) Assets Ratio prescribed by the RBI; (b) whether the NBFC has furnished to the RBI the
annual statement of capital funds, risk assets/exposures and risk asset ratio within the stipulated period;
and (v) whether the non-banking financial company has been correctly classified as NBFC-MFI as
defined in the NBFC-ND-SI Directions.
The NBFC Managing Risk in Outsourcing Directions provides guidelines for outsourcing of financial
services and information technology services by financial institutions by NBFCs. The aim of the NBFC
Managing Risk in Outsourcing Directions is to ensure that outsourcing arrangements does not diminish
the NBFC’s obligations, and those of its Board and Senior Management, who have the ultimate
responsibility for the outsourced activity. An NBFC intending to outsource any of its financial or IT
activities shall put in place corresponding comprehensive Board approved outsourcing policy, the
coverage of which should be as indicated in the NBFC Managing Risk in Outsourcing Directions. The
board/committee to which powers have been delegated, as applicable for financial or IT outsourcing,
shall be responsible for putting in place a framework to evaluate the risks and materiality of all existing
and prospective outsourcing arrangements, laying down appropriate approval authorities depending on
risks and materiality, and undertaking regular review. An NBFC which chooses to outsource financial
services shall however not outsource core management functions including Internal Audit, strategic and
compliance functions, and decision-making functions such as determining compliance with KYC norms
for opening deposit accounts, giving sanction for loans (including retail loans) and management of
investment portfolio. As per the directions, a regulated entity shall take steps to ensure that the service
provider employs the same high standard of care in performing the services as would have been employed
by the regulated entity itself, had the same activity not been outsourced. The regulated entities need to ask
their service providers to develop and establish a robust framework for documenting, maintaining, and
testing business continuity plan and disaster recovery plan
A regulated entity can also outsource functions within its business group/conglomerate, subject to
conditions specified in the directions. The NBFC Managing Risk in Outsourcing Directions also require
regulated entities to immediately notify the RBI in the event of breach of security and leakage of
confidential customer related information. In these eventualities, the NBFC shall be liable to its customers for
any damage. Master Directions – Information Technology Governance, Risk, Control and Assurance
Practices, dated November 7, 2023
The RBI notified the Master Directions – Information Technology Governance, Risk, Control and
Assurance Practices, dated November 7, 2023 (“IT Governance Directions”) to consolidate and update
regulations pertaining to the governance of information technology and the risks, assurance practices,
control mechanisms and disaster management associated with IT and cyber security. The IT Governance
Directions apply to all NBFCs.
The key requirements are as follows:
IT Governance
The IT Governance Directions lays down a framework for information technology that focuses on
strategic alignment, risk management, resource management, performance management and disaster
recovery management. NBFCs are obligated to set up an IT Governance Framework that specifies the
governance structure adhering to the business objectives of the respective NBFC, that specifies the roles
of the board of directors and includes adequate oversight mechanisms to mitigate risks associated with
cyber and information security. Under the IT Governance Framework, an IT Strategy Committee
(“ITSC”) must be established that shall, inter alia, ensure that the NBFC has an effective IT strategic
planning process and the NBFC’s IT governance provides for accountability. The risk management
policy, which shall include IT related risks and cyber security related risks, shall be reviewed periodically
by the risk management committee of the board, in consultation with the ITSC.
IT Infrastructure and Services Management
The IT Governance Directions also mandates NBFCs to have a framework that supports their
information systems and infrastructure to ensure operational resilience. In the event there are third-
parties handling the NBFC’s information technology or cyber security, the NBFC is required to put in
place appropriate vendor risk assessment processes to, inter alia, mitigate risk and to eliminate and
address any conflict of interests.
265IT Information and Security Risk Management
Under the IT Governance Directions, NBFCs are mandated to set up a framework that, inter alia, contains
internal control and processes to mitigate and manage risks, identifies critical information systems and
provides for the fortification of the same and contains procedures and controls to ensure a secure
transmission/ storage/ processing of data and information.
Business Continuity Plan and Disaster Recovery Policy
The IT Governance Directions prescribe a business continuity plan and disaster recovery policy in order
to reduce the likelihood and impact of disruptive incident and to ensure the continuity of business.
Disaster recovery drills in relation to critical information are required to be done at least on a half-yearly
basis and for other information systems, as per the risk assessment of the NBFC.
Information System Audit
The IT Governance Directions states that the audit committee of the board shall overlook the functioning
of the Information System (“IS”) Audit. All entities are required to have an IS audit policy that shall
describe the mandate, scope and purpose of the audit. The audit committee, under the IT Governance
Directions, has to review the critical issues related to IT, information security and cyber security and
thereafter, provide guidance to the management regarding the same.
RBI Circular on Streamlining of Internal Compliance monitoring function – leveraging use of
technology dated January 31, 2024
An assessment of internal compliance monitoring systems in select supervised entities (“SEs”) was
recently conducted by the RBI. It was observed that SEs have adopted varying levels of automation,
from macro-enabled spreadsheets to workflow-based software solutions. The review highlighted that
compliance monitoring automation remains a work in progress, with significant manual intervention still
present. The implementation of comprehensive, integrated, enterprise-wide workflow-based solutions is
thus deemed necessary to enhance effectiveness. Such solutions should facilitate effective
communication among stakeholders, manage compliance requirements, escalate non-compliance issues,
and provide a unified dashboard view.
Reserve Bank of India (Non-Banking Financial Companies- Securitisation Transactions)
Directions, 2025
Securitisation involves transactions where credit risk in assets are redistributed by repackaging them into
tradeable securities with different risk profiles which may give investors of various classes access to
exposures which they otherwise might be unable to access directly. While complicated and opaque
securitisation structures could be undesirable from the point of view of financial stability, prudentially
structured securitisation transactions can be an important facilitator in a well-functioning financial
market in that it improves risk distribution and liquidity of lenders in originating fresh loan exposures.
These directions enunciated the assets which were eligible for securitisation and provided for skin-in-
the-game requirements by way of specifying Minimum Retention Requirement(s) (“MRR”) for any
lender who transfers from its balance sheet a single asset or a pool of assets to a Special Purpose Entity
(“SPE”) as a part of a securitisation transaction and would include other entities of the consolidated
group to which the lender belongs.
RBI circular on Co-Lending by Banks and NBFCs to Priority Sector dated November 5, 2020
The RBI introduced the co-lending model to increase the affordability and outreach of capital to
underserviced sections of the economy. By entering co-lending arrangements, banks and NBFCs can
combine the relative advantages of the two to provide financial services. Banks are permitted to co-lend
with registered NBFCs, not forming part of their promoter group, (including HFCs) based on a prior
agreement. The co-lending banks will take their share of the individual loans on a back-to-back basis in
their books. However, NBFCs are required to retain minimum 20% share of the individual loans on their
books. The bank and the NBFCs will have to maintain their own individual customer accounts but there
is a requirement for the funds to be disbursed via an escrow account maintained with the bank. The
liability for the representations and warranties found in the master agreement will be ascribed to the
originating NBFCs. The co-lenders will be mutually required to set up a framework for loan monitoring
and recovery, put in place a suitable arrangement for grievance redressal, arrange for the creation of
266security and charge and include loans under the co-lending mechanism in the scope of their
internal/statutory audit to ensure compliance with their respective internal guidelines.
Guidelines on Risk-based Internal Audit System for Select NBFCs and Urban Co-operative Banks
dated February 3, 2021
In terms of the Guidelines on Risk-based Internal Audit (“RBIA”) System for Select NBFCs and Urban
Co-operative Banks dated February 3, 2021, as amended (the “RBIA Guidelines”), the non-deposit
taking NBFCs with an asset size of ₹50,000 million and above are required to implement the RBIA
framework in accordance with RBIA Guidelines. The RBIA Guidelines, inter alia, are intended to
enhance the efficacy of internal audit systems and contribute to the overall improvement of governance,
risk management and control processes followed by the NBFCs. Under the RBIA Guidelines, the board
of directors of the NBFC must approve a policy clearly documenting the purpose, authority, and
responsibility of the internal audit activity, with a clear demarcation of the role and expectations from
risk management function and the RBIA function. It is also mandated that the policy be reviewed
periodically, and that the internal audit function is not outsourced. Further, the RBIA Guidelines also
require that the risk assessment of business and other functions of NBFCs should be conducted at least
on an annual basis.
Reserve Bank of India of India (Non-Banking Financial Companies – Transfer and Distribution of
Credit Risk) Directions, 2025 (“Transfer and Distribution of Credit Risk Directions”)
With the intent to create a robust secondary market for loan exposures, the RBI has introduced Transfer
and Distribution of Credit Risk Directions dated November 28, 2025, The self-contained nature of the
Master Direction is explicit in its prohibition on transfer and acquisition of loans except those permitted
under the Master Direction. Pursuant to the directions, the Board must approve a policy for transfer and
acquisition of loans which lay down, among others, the minimum quantitative and qualitative standards
relating to due diligence, valuation, requisite IT systems for capture, storage and management of data,
risk management, periodic board level oversight, etc. Further, the policy must also ensure independence
of functioning and reporting responsibilities of the units and personnel involved in transfer / acquisition
of loans from that of personnel involved in originating the loans. The loan transfers shall not impact the
terms and conditions of the original loan contract. A transferor cannot re-acquire a loan exposure, except
as part of a resolution plan under the Resolution of Stressed Assets Directions or the Insolvency and
Bankruptcy Code, 2016..
Transfer of Stressed Loans
Stressed Loans are mean loan exposures which are classified as NPA or as special mention accounts.
Such loans can only be transferred through novation or assignment. Well documented policy on transfer
of stressed loans is required under the Master Directions which follow the top-down management
approach in identification of the stressed loans to be transferred and require the board/board committee
to conduct periodic review of loans classified as NPA. This policy must also cover the following aspects
–
(1) Norms and procedure for transfer or acquisition of such loans;
(2) Valuation methodology to be followed to ensure that the realizable value of stressed loans,
including the realizability of the underlying security interest, if available, is reasonably
estimated;
(3) Delegation of powers to various functionaries for taking decision on the transfer or acquisition
of the loans;
(4) Stated objectives for acquiring stressed assets; and
(5) Risk premium to be applied.
The board of directors of NBFCs transferring their loans must also put in place a policy for valuation of
loan exposures proposed to be transferred. The policy must also delineate the grounds for valuation of
stressed loans. In case, the loan exposure to be transferred, jointly or severally, is ₹1,000 million or more,
the NBFCs would require two external valuation reports. Another internal policy mandated to formalise
the transfer of stressed loans concerns adoption of Swiss Challenge Method to finalise the auction of the
267stressed loans. The policy should specify the conditions under which lender(s) may opt for the Swiss
Challenge method, and the minimum mark-up over the base-bid required for the challenger bid to be
considered by the lender(s), which in any case, shall not be less than 5% and shall not be more than 15%.
Crucial to note is the limitation placed on the types of entities which can acquire stressed loans. The RBI
permits NBFCs to acquire stressed loans. Further, the NBFCs can acquire the stressed loans only on cash
basis. Such NBFCs must hold the loans for a period of six months in their books and are generally
prohibited to acquire those loans which have been transferred as stressed loans in the previous six
months. In case an NBFC has an existing exposure to the borrower whose stressed loan account is
acquired, the asset classification of the acquired exposure shall be the same as the existing asset
classification of the borrower with the transferee. Otherwise, the acquired exposure would be treated as
standard by the NBFC.
Transfer of Loans not in Default
A non-payment of whole or any part or instalment of the debt upon being due and payable is considered
as default on the part of the borrower. These loans can be transferred to permitted transferees including
NBFCs through novation, assignment, or loan participation contracts. The transfer shall be only on cash
basis and the consideration shall be received not later than at the time of transfer of loans. The transfer
consideration should be arrived at in a transparent manner on an arm’s length basis. The NBFCs can
transfer loans only after a minimum holding period, as counted from the date of registration of security
interest, i.e., (a) three months in case of loans with tenor of up to two years; (b) six months in case of
loans with tenor of more than two years. These Directions codify the prudential and conduct framework
for co-lending between banks and NBFCs. They require board-approved policies, clear allocation of
responsibilities across origination, underwriting, servicing and recovery, transparent customer
disclosures on lender roles and grievance channels, and non-discriminatory pricing. The Directions
address asset recognition and provisioning in each lender’s books, participation/assignment mechanics,
escrow and cash-flow management, and reporting to credit information companies, while reinforcing
fair practices, data-sharing safeguards, and compliance with norms on transfer of loan exposures and
securitization where relevant.
Implementation of ‘Core Financial Services Solution’ by Non-Banking Financial Companies dated
February 23, 2022
Pursuant to this circular, an NBFC-ML with 10 and more ‘fixed point service delivery units’ is mandated
to adopt ‘Core Financial Services Solution’ (“CFSS”), akin to the Core Banking Solution adopted by
banks on or before September 30, 2025. The CFSS shall provide for (i) seamless customer interface in
digital offerings and transactions relating to products and services with anywhere / anytime facility, (ii)
enable integration of NBFCs’ functions, (iii) provide centralised database and accounting records, and be
able to generate suitable MIS, both for internal purposes and regulatory reporting. It also requires the
relevant NBFCs to furnish a quarterly progress report on implementation of the Core Financial Services
Solution, along with various milestones as approved by the board of directors/committee of the board of
directors, to the Senior Supervisory Manager Office of the RBI starting from quarter ending March 31,
2023.
Statement on Development and Regulatory Policies
The Statement on Development and Regulatory Policies dated August 6, 2020, as amended on June 7,
2024(“Statement on DRP Policies”) facilitated revival of real sector activities and mitigate the impact on
the ultimate borrowers, provided a window under the Reserve Bank of India (Prudential Framework for
Resolution of Stressed Assets) Directions, 2019 (“Prudential Framework”) to enable the lenders to
implement a resolution plan in respect of eligible corporate exposures without change in ownership, and
personal loans, while classifying such exposures as standard (as set out under the Prudential Framework)
subject to specified conditions. Moreover, in order to ameliorate the stress being faced by smaller NBFCs
and micro-finance institutions (“MFIs”) in obtaining access to liquidity, the RBI decided to provide an
additional special liquidity facility (“ASLF”) of ₹50 billion to NABARD for a period of one year at the
RBI’s policy repo rate for refinancing NBFC-MFIs and other smaller NBFCs of asset size of ₹5,000
million and less to support agriculture and allied activities and the rural non-farm sector.
268The Statement on Development and Regulatory Policies dated June 7, 2024, proposed the establishment
of a Digital Payments Intelligence Platform aimed at mitigating the risk of payment fraud. Additionally,
a new mechanism for delegated payments is under consideration, which would permit payments made
by another individual on behalf of the primary user’s bank account. Furthermore, the limit for tax
payments via UPI transactions has been increased from ₹0.1 million to ₹0.5 million.
Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of
Commercial Banks (excluding Regional Rural Banks), UCBs and NBFCs (including HFCs) dated
April 27, 2021
The RBI had issued the guidelines which are applicable to all commercial banks (excluding Regional
Rural Banks (“RRBs”), Primary (Urban) Co- operative Banks (“UCBs”), and Non-Banking Finance
Companies (“NBFCs”) (including Housing Finance Companies but excluding non-deposit taking
NBFCs with asset size below ₹10 billion). Pursuant to these RBI guidelines, there are certain eligibility
criteria and procedures to be adhered by the aforementioned entities for appointment/reappointment of
statutory central auditors/statutory auditors. Further, NBFCs do not have to take prior approval of RBI
for appointment of statutory central auditors/statutory auditors, but all NBFCs need to inform the RBI
about the appointment or removal of Statutory Central Auditors/Statutory Auditors for each year, within
one month of such appointment and/or decision taken in relation of removal, as the case may be.
Prevention of Money Laundering Act, 2002
The Prevention of Money Laundering Act, 2002 (“PMLA”) was enacted to prevent money laundering
and to provide for confiscation of property derived from, or involved, in money laundering, and for
incidental matters connected therewith. Section 12 of the PMLA inter alia casts certain obligations on
reporting entities (as defined under the PMLA) in relation to preservation of records and reporting of
transactions.
The Insurance Act, 1938 and the Insurance Regulatory and Development Authority Act, 1999
The Insurance Act 1938 (the “Insurance Act”) along with the various regulations, guidelines and
circulars issued by Insurance Regulatory and Development Authority (“IRDAI”), govern, amongst other
matters, registration of the insurers, opening of new places of business, accounts and balance sheet, audit
of financial statements, actuarial report and abstract, insurance intermediaries and agents, investment of
funds, valuation of assets and liabilities, solvency margins, restrictions on dividends, limits on expenses
of management, commission and/or remuneration and/or rewards payable to insurance agents and
intermediaries, reinsurance, and obligation of insurers in respect of rural and social sectors. The IRDAI
came into existence by virtue of promulgation of the Insurance Regulatory and Development Authority
Act, 1999 (the “IRDA Act”) to regulate, promote and ensure orderly growth of the insurance sector in
India and to protect the interests of policyholders. Insurers are required to be registered with the IRDAI
under the Insurance Act for carrying out any class of insurance business, including health insurance in
India. Insurers are required to pay an annual fee, failure to pay which will render their certificate of
registration liable to be cancelled by the IRDAI. In case a person carries on insurance business without
registering itself with the IRDAI, such person is liable for a penalty of up to ₹250,000,000 and
imprisonment of up to 10 years. The Insurance Act stipulates, among other things, certain requirements
with respect to the capital structure for insurers including minimum paid-up equity share capital, net
owned funds and equal voting rights. Insurers are required to maintain records of policies, including the
details of policyholders, record of claims including details of discharge or rejection of claims, record of
insurance agents, beneficial owner, etc. Insurers are required to maintain its books of accounts in the
form of a balance sheet, a profit and loss account, a separate account of receipts and payments, a revenue
account and are required to maintain separate accounts for shareholder’s funds and policyholders’ funds.
Further, they are required to conduct an annual audit and submit periodical returns, within six months
from the end of the period to which the return pertains to, to the IRDAI. The maximum penalty under
the Insurance Act for non-compliance with the Insurance Act or any IRDAI regulation or guideline is a
fine of ₹100,000 for each day during which such non-compliance continues, or ₹10,000,000, whichever
is less for each violation.
IRDAI (Registration of Corporate Agents) Regulations, 2015
Corporate agents are granted a certificate of registration by IRDAI in accordance with the IRDAI
(Registration of Corporate Agents) Regulations, 2015 for solicitation and servicing of insurance business
for any of the specified category of life, general and health. A corporate agency registration is valid for
269a period of three years from the date of issuance, unless the same is suspended or cancelled by the IRDAI.
The grant and renewal of a corporate agency registration is subject to the applicant meeting the eligibility
criteria prescribed in the IRDAI Registration of Corporate Agents Regulations. The criteria includes
matters such as: (a) whether the applicant has the necessary infrastructure and trained personnel/
manpower for effectively undertaking the activities as a corporate agent; (b) whether the principal
officer, directors and other employees of the applicant have violated the code of conduct set out under
the IRDAI Registration of Corporate Agents Regulations in the last three years; (c) whether any person,
directly or indirectly connected with the applicant, has been refused in the past the grant of a
licence/registration by the IRDAI; and (d) whether the applicant, in case the principal business of the
applicant is other than insurance, maintain an arms-length relationship in financial matters between its
activities as Corporate Agent and other activities. The IRDAI notified the Insurance Regulatory and
Development Authority of India (Insurance Intermediaries) (Amendment) Regulations, 2022 on
December 5, 2022. Asper these regulations, depending on the type of registration (i.e. General, Life,
Health or Composite) a corporate agent is permitted to act as a corporate agent for a maximum of nine
life, nine general and/ or nine health insurers and is required to adopt a board approved open architecture
policy on the same. The corporate agents are required to adhere to a code of conduct on soliciting and
servicing of insurance policies as prescribed by the regulations.
Reserve Bank of India (Non-Banking Financial Companies – Credit Information Reporting)
Directions, 2025
Reserve Bank of India (RBI) has issued the “Reserve Bank of India (Non-Banking Financial Companies
– Credit Information Reporting) Directions, 2025” dated November 28,, 2025, provides a consolidated
framework standardizing reporting and dissemination of credit information by credit institutions and
credit information companies. It mandates membership of regulated credit institutions with
RBI-registered credit information companies, prescribes standardized formats for consumer, commercial
and microfinance segments, and sets defined timelines for periodic updates, corrections and dispute
resolution. The Directions strengthen data quality through a Data Quality Index, require borrower-centric
grievance redressal (including compensation for delayed corrections). A credit institution shall keep the
credit information collected / maintained by it, updated regularly on a fortnightly basis (i.e., as on 15th
and last day of the respective month) or at shorter intervals as mutually agreed upon between the credit
institution and credit information company. The fortnightly submission of credit information by a credit
institution to credit information company shall be ensured within seven calendar days of the relevant
reporting fortnight. Credit information companies shall provide a list of Credit Institutions which are not
adhering to the fortnightly data submission timelines to Reserve Bank of India, Central Office at half
yearly intervals for information and monitoring purposes.
Prevention of financial frauds perpetrated using voice calls and SMS – Regulatory prescriptions
and Institutional Safeguards
The Reserve Bank of India notified the “Prevention of financial frauds perpetrated using voice calls and
SMS – Regulatory prescriptions and Institutional Safeguards on January 17, 2025, which aims to
mitigate the risks involved in unsolicited commercial communications, especially in the financial sector,
amid the surge in digital frauds and the proliferation of scams through customers’ personal mobile
numbers. Key elements include stronger customer authentication and transaction risk controls, secure
and traceable communication (e.g., regulated SMS headers/content templates), rapid response
mechanisms for reporting and blocking suspect transactions, enhanced coordination among banks,
payment system operators and telecom stakeholders, and consumer awareness obligations. Regulated
entities are expected to implement governance, monitoring and reporting arrangements commensurate
with their risk profile and ensure timely incident reporting to the regulator. Based on the materials
available, a single consolidated master direction is not cited; these safeguards are implemented through
RBI circulars/advisories applicable to regulated entities and payment system participants.
Processing of Regulatory Authorisations/ Licenses/ Approvals/ through PRAVAAH
PRAVAAH is the RBI’s online portal launched on April 11, 2025 for end-to-end filing and tracking of
applications seeking authorizations, licenses and regulatory approvals. It provides standardized
application forms, document checklists, status-tracking and communication modules, with time-bound
processing by the relevant RBI departments. Regulated entities must submit applicable proposals
through PRAVAAH where mandated and respond to clarifications/deficiencies online. The portal
enhances transparency and efficiency in regulatory processing but does not alter the underlying
eligibility criteria or prudential conditions for approvals.
270II. Laws relating to intellectual property rights
Trademarks Act
The Trade Marks Act governs the statutory protection of trademarks and prohibits any use of deceptively
similar trademarks, among others. The purpose of the Trade Marks Act is to grant exclusive rights to
marks such as a brand, label and heading, and to obtain relief in case of infringement of registered
trademarks. Indian law permits the registration of trademarks for both goods and services. Under the
provisions of the Trademarks Act, an application for trademark registration may be made before the
Trademark Registry by any person claiming to be the proprietor of a trademark, whether individual or
joint applicants, and can be made on the basis of either actual use or intention to use a trademark in the
future.
III. Labour Law related legislations
The Occupational Safety, Health and Working Conditions Code, 2020
The Occupational Safety, Health and Working Conditions Code, 2020 (“Occupational Safety Code”)
consolidates and rationalizes 13 central labour enactments to ensure safe, healthy workplaces and
humane working conditions across establishments. It applies broadly to establishments employing at
least 10 workers, and to all mines and docks, with certain core health, safety, welfare, hours-of-work and
leave provisions extendable to all employees. The Occupational Safety Code prescribes duties of
employers to provide a hazard-free workplace, issue appointment letters, conduct medical examinations
in notified cases, report accidents/dangerous occurrences/occupational diseases, and comply with
standards notified by the appropriate government. Covered establishments must obtain one-time
registration; factories and specified activities may also require a common licence, and contractors
engaging 50 or more contract labourers must be licensed, with designated responsibilities on principal
employers. The framework provides for inspector-cum-facilitators, safety committees and safety officers
in larger or hazardous units and empowers authorities to prohibit dangerous work. Non-compliance
attracts monetary penalties (which may be adjudicated and, in certain cases, compounded), with
enhanced punishment for serious contraventions leading to accidents or death, repeat offences,
falsification of records, or breaches of hazardous-process duties; licences/registrations may be suspended
or cancelled, and a portion of penalties may be payable to victims or their legal heirs, in addition to other
remedies.
The Industrial Relations Code, 2020
The Industrial Relations Code, 2020 (“The Industrial Code”) consolidates and amends laws on trade
unions, standing orders and industrial disputes to promote harmonious employer–worker relations,
streamline dispute resolution and balance flexibility with protections. It subsumes the Trade Unions Act,
1926, the Industrial Employment (Standing Orders) Act, 1946 and the Industrial Disputes Act, 1947, and
applies across industrial establishments, with key thresholds for specific obligations. Registration applies
primarily to trade unions, which must be registered with the registrar of trade unions; establishments
employing 300 or more workers must prepare and have certified standing orders (with model standing
orders deemed adopted until certification), and those employing 20 or more must constitute a grievance
redressal committee. The Industrial Code recognises a negotiating union (51% membership) or
negotiating council (unions with at least 20% support) for collective bargaining. Strikes and lockouts
require prior notice and are barred during specified conciliation/adjudication windows; non-seasonal
factories, mines and plantations with 300 or more workers require prior government permission for lay-
off, retrenchment and closure. Contraventions attract monetary penalties (with compounding available
for certain offences) and, for serious or repeated violations (including unlawful strikes/lockouts, unfair
labour practices, and breaches of lay-off/retrenchment/closure provisions), higher fines and potential
imprisonment; authorities may also cancel or refuse certification/recognition where warranted.
271The Code on Wages, 2019
The Code on Wages, 2019 (“Code on Wages”) consolidates India’s wage and bonus laws to ensure
universal coverage of minimum wages, timely payment of wages, equal remuneration, and a streamlined
bonus regime across organized and unorganized sectors. It applies to all employees nationwide,
empowers the Central Government to notify a floor wage (below which state minimum wages cannot
fall), and requires appropriate governments to fix, review and revise minimum wages, stipulate normal
working day hours, and mandate overtime at not less than twice the normal rate. Employers must pay
wages within prescribed timelines (daily, weekly, fortnightly or monthly), observe authorized deductions
(capped at 50% of wages), and comply with labelling, records, returns, wage slips, and notice display
requirements. There is no standalone “license” under the Code on Wages; however, employers must
maintain prescribed registers and notices, issue wage slips, and adhere to bonus provisions (eligible
employees receive at least 8.33% of wages, up to 20%, subject to notified thresholds). Enforcement is
via inspector-cum-facilitators who may first direct compliance before prosecution. Penalties include fines
up to ₹50,000 for first-time underpayment of wages and up to ₹1,00,000 and/or three months’
imprisonment for repeated instances; other contraventions may attract graded fines (with compounding
available for specified offences).
The Code on Social Security, 2020
The Code on Social Security, 2020 consolidates nine central social security laws to extend social security
across organised, unorganised, and other sectors by streamlining provident fund, state insurance, gratuity,
maternity benefit, employees’ compensation, construction workers’ welfare, and employment
information frameworks. It applies nationwide and establishes social security organisations, enabling
scheme-making for employees as well as unorganised, and platform workers, and mandating electronic
registration of covered establishments and workers. Establishments must obtain registration; employee
provident fund generally applies to units with 20 or more employees and employee state insurance to
those with 10 or more (with notified hazardous occupations covered even with one employee), while
gratuity, maternity benefit, and employees’ compensation apply per specific thresholds. Employers must
make timely contributions, maintain prescribed records/returns, issue wage slips, and ensure Aadhaar-
enabled enrolment where required; aggregators must contribute 1–2% of annual turnover (capped at 5%
of payouts) towards platform worker schemes. Non-compliance attracts graded monetary penalties,
compounding for specified offences, recovery with interest/damages, and, for serious or repeated
contraventions (such as failure to pay contributions/benefits), higher fines and potential imprisonment,
alongside cancellation of exemptions/benefits and priority recovery of dues.
Shops and establishments legislations
Under the provisions of local shops and establishment legislations applicable in the states in which
establishments are set up, establishments are required to be registered under the respective legislations.
These legislations regulate the condition of work and employment in shops and commercial
establishments and generally prescribe obligations in respect of, among others, registration, opening and
closing hours, daily and weekly working hours, rest intervals, overtime, holidays, leave, health and safety
measures, termination of service and wages for overtime work. There are penalties prescribed in the form
of monetary fine or imprisonment for violation of these legislations. In addition to the Factories Act, the
CLRA and the local shops and establishments legislations, the employment of workers, depending on
the nature of activity, is regulated by a wide variety of generally applicable labour laws. The various
other labour and employment-related legislations (and rules issued thereunder) that may apply to our
operations, from the perspective of protecting the workers’ rights and specifying registration, reporting
and other compliances, and the requirements that may apply to us as an employer, would include the
following:
• Employees’ Compensation Act, 1923;
• Employees’ Provident Funds and Miscellaneous Provisions Act, 1952;
• Employees’ State Insurance Act, 1948;
• The Equal Remuneration Act, 1976;
272• Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979;
• Industries Dispute Act 1947;
• The Trade Union Act, 1926;
• Maternity Benefit Act, 1961;
• Minimum Wages Act, 1948;
• Payment of Bonus Act, 1965;
• Payment of Gratuity Act, 1972;
• Payment of Wages Act, 1936;
• The Child and Adolescent Labour (Prohibition and Regulation) Act, 1986;
• The Labour Welfare Fund Act, 1965;
• Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
IV. Other regulations
The Digital Personal Data Protection Act, 2023
The Central Government published the DPDP Act for general information on August 11, 2023, which
came into force on November 14, 2025, as the Central Government notified the DPDP Rules in the
Official Gazette. The substantive compliance obligations will take effect in phases over the next 12 to
18 months. In particular, significant data fiduciary requirements, such as appointing a Data Protection
Officer and the consent and data-rights framework are scheduled to commence during 2026–2027, per
the notified schedule. The DPDP Act provides for the processing of digital personal data in a manner
that recognizes both the right of individuals to protect their personal data and the need to process such
personal data for lawful purposes and for matters connected therewith or incidental thereto. The Act is
based on the principles of consented, lawful and transparent use of personal data, purpose limitation,
data minimization, data accuracy, storage limitation, reasonable security safeguards and accountability.
The DPDP Act lays down the obligations of a data fiduciary, the rights and duties of a data principal,
grievance redressal mechanism, setting up of a data protection board, and penalties in respect of various
breaches.
The DPDP Rules provide a comprehensive framework for operation of the DPDP Act, setting out key standards
for data governance. The DPDP Rules regulate the processing of personal data for the delivery of subsidies,
benefits, and services by the State, with a strong emphasis on lawful, transparent, and secure handling. The Rules
require reasonable security safeguards, prescribe protocols for reporting personal data breaches, and establish
clear mechanisms for individuals to exercise their data rights. Further, the DPDP Rules include special protections
for processing the personal data of children and persons with disabilities, ensuring heightened care and
compliance. The framework also details the constitution of the Data Protection Board, including the appointment,
tenure, and service conditions of its chairperson and members, and its operation as a digital-first body. In addition,
the DPDP Rules set out a structured procedure for filing appeals before the Appellate Tribunal to facilitate dispute
resolution.
273Other Indian laws
In addition to the above, we are also governed by the provisions of the Companies Act and rules framed
thereunder, fire safety related laws, the Contract Act, 1872, municipal trade laws and other applicable laws and
regulation imposed by the Central Government and State Governments and other authorities for our day to day
business.
274HISTORY AND CERTAIN CORPORATE MATTERS
Brief history of our Company
Our Company was incorporated on August 12, 1993, as a private limited company under the Companies Act 1956,
under the name ‘Doda Finance Private Limited’, at Jalandhar, Punjab pursuant to a certificate of incorporation
issued by the Registrar of Companies, Punjab, Himachal Pradesh and Chandigarh.* Our Company was originally
promoted by Suresh Chander and other individuals forming part of the initial subscriber group.
Pursuant to the share purchase agreement dated January 10, 2014 entered into by and between Suresh Chander,
Kamlesh Jagota, Meenu Bala, Bheem Sen, Naresh Basi, Tripta, Shiv Kumar, Raman Kumar, Hari Kisan Lal,
Sunita Dayi, Sanjay Sharma, Vikram Jetley and our Company, the shareholding of Doda Finance Private Limited
was transferred to our Sanjay Sharma and Vikram Jetley and the name of our Company was changed to ‘Aye
Finance Private Limited’ pursuant to resolutions dated February 17, 2014 and dated March 15, 2014, passed by
our Board and our Shareholders, respectively and a fresh certificate of incorporation dated March 28, 2014 was
issued to our Company by the Registrar of Companies, Punjab and Chandigarh consequent to the change of name.
Subsequently, Vikram Jetley separated from our Company pursuant to an Agreement for Separation dated April
18, 2020 (“Separation Agreement”) and Sanjay Sharma continued as a founder of our Company.
Sanjay Sharma and Vikram Jetley were initially identified as promoters of our Company in filings made with the
RBI upto quarter ended December 31, 2020. Following Vikram Jetley’s separation, his shareholding was classified
under the ‘other’ category. Sanjay Sharma continued to be disclosed as a promoter until January 1, 2022.
Thereafter, our Company has not identified any promoter in its statutory filings and has been managed as a
professionally managed company without an identifiable promoter.
Subsequent to a change in our registered office from the state of Punjab to the National Capital Territory of Delhi
pursuant to resolutions dated July 22, 2014 and August 18, 2014 passed by our Board and Shareholders,
respectively and a fresh certificate of registration dated August 10, 2015, was issued by the RoC. Upon the
conversion of our Company to a public limited company, pursuant to resolutions dated October 16, 2024 and
October 17, 2024 passed by our Board and our Shareholders, respectively, the name of our Company was changed
to “Aye Finance Limited”. A fresh certificate of incorporation dated December 10, 2024 was issued by the RoC
consequent to our Company’s conversion into a public limited company.
Prior to the change of the name of our Company from Doda Finance Private Limited, RBI had granted a certificate
of registration dated December 15, 2000 bearing no. B-06.00369 for registration as an NBFC under Section 45-
IA of the Reserve Bank of India Act, 1934. Subsequently, the RBI granted a certificate of registration dated
November 27, 2015, bearing no. B-14.03323 to our Company, for registration as an NBFC under Section 45-IA
of the Reserve Bank of India Act, 1934. Additionally, RBI granted a certificate of registration dated March 25,
2025, bearing no. B-14.03323, to our Company, for registration as an NBFC under Section 45-IA of the Reserve
Bank of India Act, 1934, post change of name of Company from Aye Finance Private Limited to Aye Finance
Limited.
*The minutes of the meeting of the Board noting the initial subscription to the MoA is not available. We have relied on the memorandum of
association date July 28, 1993 and the certificate of incorporation dated August 12, 1993 issued by the Registrar of Companies, Punjab,
Himachal Pradesh and Chandigarh. For details, see “Risk Factors – 29 Certain of our historical records are not traceable, and there have
been some delays and inaccuracies in the filing of certain forms with the RoC. We cannot assure that regulatory proceedings or actions
will not be initiated against us in the future and we will not be subject to any penalty imposed by the competent regulatory authority in this
regard.” on page 52.
Changes in our Registered Office
Except as disclosed below, there has been no change in the registered office of our Company since its
incorporation.
Date of change Details of change in the address of registered office Reasons for change
July 1, 2015 Change of registered office from Moga Road, opposite bus To handle our operations effectively and
stand shahkot, Jalandhar 144 702, Punjab, India to M-5, thereby carrying business more economically
Magnum House-1, Community Centre, Karampura,, and efficiently.
West Delhi, New Delhi 110 015, Delhi, India.
Main objects of our Company
The main objects contained in our Memorandum of Association are as follows:
2751. “To carry on the business of a finance company and provide finance (whether short term or long term
loan or working capital finance, development finance, factoring, leasing, guarantees or any other debt
related funding) to micro, small and medium scale enterprises and to individuals;
2. To carry on the business of providing consultation, technical assistance, technology solutions and
training and development inputs to businesses and individuals for sustained livelihoods and for
improving their financial viability; and
3. To act as an intermediary or agent for banks, mutual funds, insurance companies, commodity futures
and derivatives funds, social venture funds, investment funds, pension funds and other financial
institutions for distributing their products and services.”
The main objects clause as contained in the Memorandum of Association enable our Company to undertake
its existing activities.
Amendments to our Memorandum of Association
Set out below are the amendments to our Memorandum of Association in the last 10 years preceding the date of
this Prospectus:
Date of Shareholder’s Particulars
resolution/ Effective date
October 19, 2016 Clause (V) of the Memorandum of Association was amended to reflect an increase in the
authorized share capital of our Company from ₹150,000,000 consisting of 5,000,000 equity
shares of ₹10 each and 10,000,000 preference shares of ₹10 each to ₹170,000,000 consisting
of 5,000,000 equity shares of ₹10 each and 12,000,000 preference shares of ₹10 each.
May 17, 2018 Clause (V) of the Memorandum of Association was amended to reflect an increase in the
authorized share capital of our Company from ₹170,000,000 consisting of 5,000,000 equity
shares of ₹10 each and 12,000,000 preference shares of ₹10 each to ₹280,000,000 consisting
of 5,000,000 equity shares of ₹10 each and 23,000,000 preference shares of ₹10.
April 30, 2020 Clause (V) of the Memorandum of Association was amended to reflect an increase in the
authorized share capital of our Company from ₹280,000,000 consisting of 5,000,000 equity
shares of ₹10 each and 23,000,000 preference shares of ₹10 each to ₹341,000,000 consisting
of 5,000,000 equity shares of ₹10 each and 29,100,000 preference shares of ₹10 each.
October 9, 2020 Clause (V) of the Memorandum of Association was amended to reflect an increase in the
authorized share capital of our Company from ₹341,000,000 consisting of 5,000,000 equity
shares of ₹10 each and 29,100,000 preference shares of ₹10 each to ₹346,000,000 consisting
of 5,500,000 equity shares of ₹10 each and 29,100,000 preference shares of ₹10 each.
November 17, 2023 Clause (V) of the Memorandum of Association was amended to reflect an increase in the
authorized share capital of our Company from ₹346,000,000 consisting of 5,500,000 equity
shares of ₹10 each and 29,100,000 preference shares of ₹10 each to ₹453,100,000 consisting
of 6,730,000 equity shares of ₹10 each and 29,100,000 preference shares of ₹10 each and
4,740,000 preference shares of ₹20 each.
August 16, 2024 Clause (V) of the Memorandum of Association was amended to reflect an increase in the
authorized share capital of our Company from ₹453,100,000 consisting of 6,730,000 equity
shares of ₹10 each and 29,100,000 preference shares of ₹10 each and ₹4,740,000 preference
shares of ₹20 each to ₹820,000,000 consisting of 43,420,000 equity shares of ₹10 each and
29,100,000 preference shares of ₹10 each and 4,740,000 preference shares of ₹20 each.
October 17, 2024 Clause (V) of the Memorandum of Association was amended to reflect the reclassification of
the authorized share capital of our Company from ₹820,000,000 consisting of 43,420,000
equity shares of ₹10 each and 29,100,000 preference shares of ₹10 each and 4,740,000
preference shares of ₹20 each to ₹820,000,000 consisting of 82,000,000 equity shares of ₹10
each
October 17, 2024 Clause (V) of the Memorandum of Association was amended to reflect the sub-division in the
face value of equity shares of the Company from ₹10 each to ₹2 each. The authorized share
capital of our Company was amended from ₹820,000,000 consisting of ₹82,000,000 equity
shares of ₹10 each to ₹820,000,000 consisting of ₹410,000,000 equity shares of ₹2 each
October 17, 2024 The name of our Company was changed from “Aye Finance Private Limited” to “Aye Finance
Limited”, consequent to the conversion of our Company from a private limited company to a
public limited company.
276Major events and milestones of our Company
The table below sets forth some of the key events in the history of our Company:
Calendar Year Events
2014 The shareholding of Doda Finance Private Limited was transferred to Sanjay Sharma and
Vikram Jetley and the name of our Company was changed to Aye Finance Private Limited
2015 Raised series A and A1 funding from Accion Africa-Asia Investment Company and SAIF
Partners India V Limited
Our Company obtained the certificate of registration as NBFC from RBI in the name of Aye
Finance Private Limited
Disbursed loans of approximately ₹290 million
Opened our first branch in Rajasthan and Punjab and Haryana, respectively
Expanded our network to 16 branches
2016 Raised series B funding from LGT Capital Invest Mauritius PCC with Cell E/VP
Opened our first branch in Tamil Nadu and Karnataka, respectively
Commenced digital journey through an automated loan origination and decision process
2017 Reached a landmark of 33,000 customers (across loan portfolios)
Crossed AUM of ₹3,400.00 million
2018 Raised series C funding from CapitalG LP
Expanded to 100 branches across 18 states and 3 union territories
Got classified by the RBI as a ‘systemically important NBFC’
2019 Raised series D funding from Maj Invest Financial Inclusion Fund II K/S and Alpha Wave
India Fund I LP
Crossed 200,000 customers, AUM of ₹15,900.00 million and 3,000 plus employees
2020 Raised series E equity round during covid times from CapitalG International LLC, A91
Emerging Fund I LLP, MAJ Invest Financial Inclusion Fund II K/S, Alpha Wave India I LP
and LGT Capital Invest Mauritius PCC with Cell E/VP
Expanded to 203 branches in 16 states and 2 union territories
2021 Expanded to 308 branches in 17 states and 3 union territories
2022 Expanded to 395 branches in 18 states and 3 union territories
Crossed 5,000 employees
2024 Raised series F funding from British International Investment plc and Waterfield Alternative
Investments Fund I
Disbursed loans of approximately ₹100,000 million
Expanded to 499 branches in 18 states and 3 union territories
Raised series G funding from ABC Impact
Crossed AUM of ₹50,000.00 million
Key awards, accreditations and recognitions
The table below sets forth some of the significant awards, accreditations and recognitions received by our
Company.
Calendar Year Key awards, accreditations and recognitions
2018 Received the “Skoch Award-Skoch Order of Merit” for qualifying in top ranking digital
economy projects in India to enable financial inclusion of micro enterprises
Received the “award for building the Next Billion category” from Facebook on the Indian
Startup Day
2019 Received the “DigiDhan Mission-FinTech Award for Promotion of Digital Payments” award
for innovation of digital payments through lending
Received the award for “Best Financial Inclusion Initiative-Cluster-Based Credit Assessment
of Micro Enterprises” from BusinessWorld Digital India
Received the ETBFSI excellence award for innovation in financial services-innovative NBFC
of the year
Received “Inclusive Finance India” award under the category “Non-Banking Finance
Company lending to Micro and Small Enterprises”
2020 Ranked 14th by “Great Place to Work Institute (India)” in India’s best companies to work for
in 2020
2021 Ranked nine by “Great Place to Work Institute (India)” in best large workplaces in Asia for
2021
Received an award for the “SME Financier of the Year”, Asia in the gold category by the SME
Finance Forum
Ranked fourth by by “Great Place to Work Institute (India)” in India’s best companies to work
for in 2021
277Calendar Year Key awards, accreditations and recognitions
Received an award for the best financial inclusion initiative by “Banking Frontiers”
Recognized in BFSI Segment among the best companies to work for in India by “Great Place
to Work”
2022 Received the Elets first “NBFC 100 Leader of Excellence Award” for “Financial Inclusion
Crusader”
Recognized in BFSI Segment among the top 30 best companies to work for in India by “Great
Place to Work”
Ranked second in the best companies to work for “Great Place to Work” in India 2022 and
Great Place to Work Institute (India).
Received an award by Inaugural Edition of the BW Unicorn Summit & Awards for “Most
Impactful Leadership Team.
2023 Received the Elets 2nd NBFC 100 Leader of Excellence Award for “Most Innovative Use of
AI”
Recognized in top 25 category for India’s Best Workplaces by “Great Place to Work”
Received “Best For-profit Project for Underserved Communities” award by “The Money
Awareness and Inclusion Awards”
Featured amongst “India’s Best Workplaces for Millennials, 2023” by “Great Place to Work”
Received the “Inclusive Finance India Award” by Access Development Services under the
category “Inclusive Enterprise Lending by Non-Banking Finance Company”
Received the “Best MSME Financing Institution” Award at the 5th edition of the Emerging
Businesses Awards hosted by BW Businessworld
2024 Frost & Sullivan, leading global research and consulting firm, recognized us as the
“Technology Innovation Leader in the Indian Inclusive Fintech Solution Industry for 2024”
Ranked sixth, Best Companies to work for in India by “Great Place to Work”
Recognized as runner up for the Best Overall Performance byASSOCHAM at the 19th Annual
Summit & Awards on Banking & Financial Sector Lending Companies.
ET Edge (The Times Group) recognized us as as one of the Best Brands in 2024.
Recognised as the Best SME Finance Company India 2024 by Global Banking & Finance
Review
Honored with a “Financial Inclusion Organization of the Year” at the prestigious Bharat
Fintech Summit 2024
2025 Ranked 3rd by “Great Place to Work Institute (India)” in India’s best companies to work for in
2025.
Received the “Best Upcoming NBFC in MSME Lending” at 1st MSME Banking and NBFC
Excellence Sammaan from PHD Chamber Of Commerce and Industry in the category of ‘Best
Upcoming NBFC in MSME Lending’
Recognized as “SME Financier of the Year – Asia” award at the Global SME Finance Forum
2025 (Johannesburg, South Africa)
Aye Finance has been recognized as one of India’s Best Workplaces in NBFCs 2025 by Great
Place to Work.
Recognised for Excellence in Financial Inclusion at the 8th NBFC 100 Leader of Excellence
Awards, hosted by Elets Technomedia in New Delhi.
Featured in the global list curated by CNBC and Statista.
Recognized by TIME and Statista as one of India’s Best Employers 2025.
Significant financial and strategic partnerships
As of the date of this Prospectus, our Company does not have any significant financial or strategic partnerships.
Time/cost overrun
As on the date of this Prospectus, there has been no time or cost over-run in respect of our business operations.
Defaults or rescheduling/ restructuring of borrowings with financial institutions/ banks
As on the date of this Prospectus, there has been no instance of rescheduling/ restructuring of borrowings with
financial institutions/ banks.
Launch of key products or services, entry into new geographies or exit from existing markets, capacity/
facility creation or location of plants
For details of key products or services launched by our Company, entry into new geographies or exit from existing
markets, see “Our Business” and “- Major events and milestones of our Company” on pages 218 and 277,
respectively.
278Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation,
any revaluation of assets, etc. in the last 10 years
There has neither been any material acquisition or divestment of any business or undertaking nor has our Company
undertaken any merger, amalgamation or revaluation of assets in the last 10 years preceding the date of this
Prospectus.
Summary of key agreements and shareholders’ agreements
Except as set forth below, there are no other outstanding arrangements or agreements, deeds of assignment,
acquisition agreements, shareholders agreements, inter-se agreements, any agreements between our Company and
Shareholders, or agreements of like nature or agreements comprising any clauses/covenants which are material to
our Company and which need to be disclosed or non-disclosure of which may have bearing on the investment
decision in the Offer. Further, there are no clauses/covenants that are adverse or prejudicial to the interest of the
minority/public Shareholders of our Company.
All the terms defined below for a particular agreement shall be specific to the description of the agreements
included in this section.
Amended and restated shareholders’ agreement dated September 18, 2024 entered into by and among (i) our
Company, (ii) IMP2 Assets Pte. Ltd., British International Investment plc, Waterfield Alternative Investments
Fund I, Elevation Capital V Limited, A91 Emerging Fund I LLP, LGT Capital Invest Mauritius PCC with Cell
E/VP, CapitalG LP, CapitalG International LLC, Alpha Wave India I LP and MAJ Invest Financial Inclusion
Fund II K/S, (collectively, the “Investors”), (iii) Umesh Kumar Gupta and Gitika Gupta (jointly), Ashok
Prabhakar Nadkarni, Deepa Pandit and Sumant Misra (collectively, the Angel Investors”), (iv) Sanjay Sharma,
Shvet Corporation LLP, Shankh Corporation LLP (collectively, the “Founders”) and (v) Namrata Sharma (the
“Shareholders’ Agreement” or “SHA”), as amended pursuant to the amendment cum waiver agreement to the
SHA dated December 12, 2024 (“Amendment Agreement”).
Pursuant to various share subscription agreements and share purchase agreements, the aforementioned
shareholders have subscribed to or acquired Equity Shares and Preference Shares in our Company. Our Company,
Investors, Angel Investors, Founders and Namrata had entered into the SHA, to record their mutual understanding
with respect to inter alia, their inter se rights and obligations in the management of our Company by virtue of
them being Shareholders of our Company. The Investors are entitled to certain rights under the Shareholders’
Agreement which include (i) restrictions on transfer of Equity Shares; (ii) anti-dilution protection; (iii) liquidation
preference; and (iv) information and inspection rights.
Under the Shareholders’ Agreement, the parties thereof have certain rights with respect to the Equity Shares and
our Company, including, amongst others, as follows:
(1) Board of Directors: The parties have agreed that for so long as (i) Elevation Capital holds at least six
percent of the share capital of our Company on a fully diluted basis, they shall have the right to nominate
and maintain one Director on the Board (“Elevation Capital Director”); (ii) A91 and Waterfield Entities
holds at least six percent of the share capital of the Company on a fully diluted basis, A91 shall have the
right to nominate and maintain one Director on the Board (“A91 Director”); and (iii) LGT Capital holds
at least six percent of the share capital of our Company on a fully diluted basis, they shall have the right
to nominate and maintain one Director on the Board (“LGT Capital Director”); (iv) CapitalG Entities
holds at least six percent of the share capital of our Company on a fully diluted basis, they shall have the
right to nominate and maintain one Director on the Board (“CapitalG Director”); (v) Alpha Wave holds
at least six percent of the share capital of the Company on a fully diluted basis, they shall have the right
to nominate and maintain one Director on the Board (“Alpha Wave Director”); (vi) BII holds at least
six percent of the share capital of our Company on a fully diluted basis, they shall have the right to
nominate and maintain one Director on the Board (“BII Director”); (vii) ABC Impact holds at least six
percent of the share capital of our Company on a fully diluted basis, they shall have the right to nominate
and maintain one Director on the Board (“ABC Impact Director”); and (viii) so long as Sanjay Sharma
is in the employment of our Company, he shall have the right to be on the Board of our Company.
(2) Observer: Each of the investors who holds at least five per cent of our Company’s share capital calculated
on a fully diluted basis shall be entitled to appoint one observer to the Board.
(3) Indemnity: Our Company is required to indemnify and hold the Investor Directors harmless from all
claims, proceedings and liabilities to the maximum extent permitted under applicable laws.
279The Shareholders’ Agreement shall automatically terminate in respect to each party, in its entirety, immediately
upon the listing of the Shares in accordance with the terms of the Shareholders’ Agreement without any further
act or deed, including any corporate action, inter alia, amendment to the articles of association and change of the
board of directors, required on the part of any party and without prejudice to any existing or accrued rights or
liabilities of any party under the Shareholders’ Agreement prior to the date of such termination, subject to the
survival of certain provisions related to definitions and interpretation, confidentiality, notices, miscellaneous and
governing law, dispute resolution etc.
In view of the Offer, the parties to the SHA have entered into the Amendment Agreement with the objective of
facilitating of the Offer. Pursuant to the Amendment Agreement, the parties have amended certain provisions of
the Shareholders’ Agreement and have provided certain waivers and consents on some matters in relation to the
Offer, including, inter alia, (i) appointment of Directors representing investors on committees constituted by our
Board; (i) waiver of right to appoint observers from the date of filing of the RHP; (ii) waiver of information and
inspection rights from the date of filing of the RHP; (iii) waiver of right of first refusal and tag along right to the
extent of proposed transfers in the initial public offering and in a secondary-pre IPO sale.
The Amendment Agreement will stand automatically terminated on the date which is the earliest of the following
(“Long Stop Date”): (a) termination of the SHA in accordance with the terms thereof; (b) March 31, 2026 or such
other date as may be mutually agreed in writing by the parties, if the listing of the Equity Shares pursuant to the
IPO is not completed by then; (c) the date on which the Board decides not to undertake the IPO and/or to withdraw
any offer document filed with any regulatory authority in respect of the IPO, including any draft offer document
filed with the SEBI; or (d) expiry of 12 months from the date of receipt of final observations from SEBI on the
DRHP, if the listing of the Equity Shares pursuant to the IPO is not completed by then.
The Articles of Association of our Company consist of two parts, Part A and Part B, which parts shall, unless the
context otherwise requires, co-exist with each other until the date of the listing of the Equity Shares in connection
with Offer on the recognized stock exchange(s) in India or till the Long Stop Date. In case of any inconsistency
or contradiction, conflict or overlap between Part A and Part B, the provisions of Part B shall prevail and be
applicable until the Long Stop Date. All articles of Part B shall automatically terminate and cease to have any
force and effect from the date of listing of the Equity Shares on the recognized stock exchange(s) in India pursuant
to the Offer and the provisions of Part A shall continue to be in effect and be in force, without any further corporate
or other action, by our Company or by its Shareholders. Alternatively, all the articles of Part A shall automatically
terminate and cease to have any force and effect from the Long Stop Date (if not on account of listing of the Equity
Shares pursuant to the IPO) and the provisions of Part B shall continue to be in effect and be in force, without any
further corporate or other action, by our Company or by its Shareholders.
For further details, see “- Main Provisions of our Articles of Association” on page 543.
Our holding company
As on the date of this Prospectus, our Company does not have a holding company.
Our Subsidiary, associates and joint ventures
As on the day of this Prospectus, our Company has one Subsidiary, details of which are as set forth below. As on the
date of this Prospectus, our Company does not have any associates or joint ventures.
Foundation for Advancement of Micro Enterprises
Corporate Information
Foundation for Advancement of Micro Enterprises (“FAME”) was incorporated on April 4, 2019, under section
8 of the Companies Act, 2013. The registered office of FAME is at Unit No. 701 to 711, 7th floor, Unitech
Commercial Tower 2, Sector 45, Gurugram 122 003, Haryana, India. Its CIN is U85300HR2019NPL079587.
280Nature of business
FAME is inter alia engaged to act for social welfare, education, promote skill development programme, research
orientation programme and to create health awareness program.
Capital Structure
As on the date of this Prospectus, the authorised share capital of FAME is ₹10,000,000 divided into 1,000,000
equity shares of ₹10 each. The issued, subscribed and paid-up equity share capital of FAME is ₹2,500,000 divided
into 250,000 equity shares of ₹10 each.
Shareholding Pattern
Name of the Numbers of equity shares of Percentage of equity shareholding
Sr. No.
shareholders ₹10 each (%)
1. Our Company 249,994 99.99
2. Brij Mohan* 1 Negligible
3. Sanjay Sharma* 1 Negligible
4. Niraj Kumar Kaushik* 1 Negligible
5. Sovan Satyaprakash*# 1 Negligible
6. Ujual George* 1 Negligible
7. Sheena Sakhuja* 1 Negligible
Total 250,000 100.00
* As a nominee shareholder of our Company.
#Transfer from Krishan Gopal to Sovan Satyaprakash was approved by the board of directors in their board meeting held on January 10,
2026. The credit of equity shares to Sovan Satyaprakash is underway.
Accumulated profits or losses
Since FAME is registered as a non-profit company under Section 8 of the Companies Act 2013, there is no revenue
and therefore no profits or losses are accounted for by the Company.*
*Since FAME is registered as a non-profit company under Section 8 of the Companies Act 2013, FAME is
prohibited to distribute any dividend / economic benefits to its members; hence our Company is unable to earn
any variable return/ economic benefits from the voting rights through its holding in equity shares of FAME.
Accordingly, the above investment does not meet the definition of control under Indian Accounting Standard (Ind
AS) 110 – Consolidated Financial Statements. Hence consolidation is not required.
Interest in our Company
Our Subsidiary does not have any business interest in our Company. For details of related party transactions
between our Company and our Subsidiary, see “Summary of this Prospectus – Summary of Related Party
Transactions” on page 279.
Common Pursuits
As on the date of this Prospectus, there are no common pursuits between our Subsidiary and our Company.
Agreements required under Clause 5A of paragraph A of part A of Schedule III of the SEBI Listing
Regulations
As on the date of this Prospectus, except as disclosed under “- Summary of key agreements and shareholders’
agreements” on page 279, there are no other agreements required to be disclosed under Clause 5A of paragraph
A of part A of Schedule III of the SEBI Listing Regulations.
Relationship between the Selling Shareholders
As on the date of this Prospectus, none of the Selling Shareholders are related to each other.
Agreements with Key Managerial Personnel, Senior Management, Director or any other employee of our
Company
As on the date of this Prospectus, there are no agreements entered into by a Key Managerial Personnel, Senior
Management or Director or any other employee of our company, either by themselves or on behalf of any other
281person, with any Shareholder or any other third party with regard to compensation or profit sharing in connection
with dealings in the securities of our Company.
282OUR MANAGEMENT
In terms of the Companies Act, 2013 and our Articles of Association, our Company is authorized to have a
maximum of 11 Directors. As on the date of this Prospectus, we have 7 Directors on our Board, comprising one
Managing Director, one Non-Executive Director, and five Independent Directors of which two are woman
Independent Directors. The present composition of our Board and its committees is in accordance with the
corporate governance requirements provided under the Companies Act, 2013 and the rules made thereunder, the
SEBI Listing Regulations and Scale Based Regulations.
The following table sets forth details regarding our Board as of the date of this Prospectus:
Name, designation, address, occupation, date of birth, Age (in Directorships in other companies
term, period of directorship and DIN years)
Govinda Rajulu Chintala 63 Indian companies
Designation: Chairperson and Independent Director ▪ Annapurna Finance Private Limited (private
limited company)
▪ IIFL Samasta Finance Limited (public limited
Address: 401, Krishi Vihar, NABARD Quarters, Amerpet,
company)
Opposite Lal Bungalow, Sanathnagar, Hyderabad,
▪ NSL Krishnaveni Sugars Limited (public
Telangana 500 018, India
limited company)
▪ NSL Sugars Limited (public limited company)
Occupation: Banker
▪ Kaveri Seed Company Limited (public limited
company)
Date of birth: July 15, 1962
Foreign companies
Term: For a period of five years with effect from September Nil
1, 2023 to August 31, 2028 and not liable to retire by rotation
Period of Directorship: Director since September 1, 2023
DIN: 03622371
Sanjay Sharma 64 Indian companies
Designation: Managing Director, Executive Director ▪ Foundation for Advancement of Micro
Enterprises (Section 8 company)
Address: 504/21, Heritage City, M.G. Road, DLF Phase-II,
Gurugram, Haryana 122 008, India Foreign companies
Nil
Occupation: Service
Date of birth: June 16, 1961
Term: For a period of five years with effect from July 5,
2024 to July 4, 2029 and liable to retire by rotation
Period of Directorship: Director since November 27, 2013
DIN: 03337545
Sanjaya Gupta 63 Indian companies
Designation: Independent Director Altum Credo Home Finance Private Limited
(Non-banking financial company)
Address: K-74A, 2nd Floor, Hauz Khas Enclave, Hauz Khas,
New Delhi, Delhi 110 016, India Foreign companies
Nil
Occupation: Consultant
Date of birth: January 1, 1963
Term: For a period of five years with effect from September
1, 2023 to August 31, 2028 and not liable to retire by rotation
283Name, designation, address, occupation, date of birth, Age (in Directorships in other companies
term, period of directorship and DIN years)
Period of Directorship: Director since September 1, 2023
DIN: 02939128
Kanika Tandon Bhal 61 Indian companies
Designation: Independent Director ▪ New Delhi Municipal Council Smart City
Limited (public limited company)
Address: 68, Vikramshila Apartments, IIT Campus, New ▪ Ramagundam Fertilizers and Chemicals
Delhi, Delhi 110 016, India Limited (public limited company)
Foreign companies
Occupation: Academics
Nil
Date of birth: October 24, 1964
Term: For a period of five years with effect from September
1, 2023 to August 31, 2028 and not liable to retire by rotation
Period of Directorship: Director since September 1, 2023
DIN: 06944916
Vinay Baijal 74 Indian companies
Designation: Independent Director ▪ Indifi Technologies Private Limited
(private limited company)
Address: 701, Lodha Grandeur, Sayani Road, Opp S T Bus ▪ Indifi Capital Private Limited
Depot, Prabhadevi, Mumbai 400 025, Maharashtra, India (private limited company)
▪ True North Fund Trusteeship Entity
Private Limited (private limited
Occupation: Consultant
company),
▪ True North Fund Trusteeship Private
Date of birth: June 15, 1951
Limited (private limited company)
▪ True North Trusteeship Private
Term: For a period of five years with effect from August 16,
Limited (private limited company)
2024 to August 15, 2029 and not liable to retire by rotation
Foreign companies
Period of Directorship: Director since August 16, 2024
Nil
DIN: 07516339
Padmaja Nair 72 Indian companies
Designation: Independent Director ▪ UC Inclusive Credit Private Limited (private
limited company)
Address: Apartment B, Kings Crest, 8, Millers Road, Near
Government Railway Station, Bangalore 560 046, Foreign companies
Karnataka, India
Nil
Occupation: Retired
Date of birth: July 8, 1953
Term: For a period of five years with effect from October
17, 2024 to October 16, 2029 and not liable to retire by
rotation
Period of Directorship: Director since October 17, 2024
DIN: 06841868
Aditya Misra** 35 Indian companies
Designation: Non-Executive, Non-Independent Director Nil
Foreign companies
284Name, designation, address, occupation, date of birth, Age (in Directorships in other companies
term, period of directorship and DIN years)
Address: E-101, Pearls Gateway Towers, Sector – 44, Noida
201 303, Uttar Pradesh, India Nil
Occupation: Professional
Date of birth: September 25, 1990
Term: For a period of five years with effect from September
28, 2024 to September 27, 2029 and liable to retire by
rotation
Period of Directorship: Director since September 28, 2024
DIN: 09376632
** Representative of ABC Impact.
Brief profiles of our Directors
Dr. Govinda Rajulu Chintala is an Independent Director and the Chairperson of the Board of Directors of our
Company. He has been associated with our Company since September 2023. He holds a bachelors of science
degree in agriculture from the Andra Pradesh Agriculture University and a masters of science degree from Indian
Agricultural Research Institute, New Delhi. He has served as the chairman of the National Bank for Agriculture
and Rural Development (NABARD) and as the managing director of NABFINS (NABARD Financial Services
Limited). He has also been the director of Bankers Institute of Rural Development (BIRD) and has also served on
the board of governors of the Institute for Rural Management Anand and as a director on the board of Deposit
Insurance and Credit Guarantee Corporation (DICGC). He has over 36 years of experience across development
of financial institutions and rural infrastructure development.
Sanjay Sharma is the founder and Managing Director of our Company. He holds bachelor of technology degree
in mechanical engineering from Indian Institute of Technology Bombay and a post graduate diploma from the
Indian Institute of Management, Bangalore. He started his long career in banking and financial services with the
Hongkong and Shanghai Banking Corporation Limited in 1988. He has been associated with Standard Chartered
Bank, both in India and UAE. Later, he served as a vice president in HDFC Bank where he headed the direct
banking business. He was part of the leadership team in the personal financial services division of ICICI Limited,
which was responsible for launching all its retail asset products including automobile finance, home finance,
consumer durables finance, and personal loans. He also served as senior vice president – customer operations &
service delivery at Max New York Life Insurance Company Limited. Prior to being associated with our Company,
he served as the CEO of Tamweel International, a division of Tamweel PJSC, a UAE based mortgage finance
company. He has over 29 years of experience in banking, finance and insurance sector in India and abroad.
Sanjaya Gupta is an Independent Director of our Company. He has been associated with our Company since
September 1, 2023. He holds a bachelors of commerce degree from the University of Lucknow and a master of
business administration degree from University of Lucknow. Previously, he was associated with HDFC Bank,
ABN AMRO Bank (including ABN AMRO Central Enterprise Services Private Limited Bank), American
International Group Inc., PNB Housing Finance Limited as the managing director and as a director on the board
of directors of India Shelter Finance Corporation Limited. Additionally, he is also a member of the advisory
committee to advise the Administrator of Aviom India Housing Finance Private Limited. He has over 31 years of
experience across the banking and financial services.
Kanika Tandon Bhal is an Independent Director of our Company. She has been associated with our Company
since September 1, 2023. She holds a bachelors of arts degree from the University of Lucknow, a master of arts
degree from Kanpur University and a PhD from the Indian Institute of Technology, Kanpur. She is a professor in
the department of management studies with the Indian Institute of Technology, Delhi. She has been a part of the
academic sector for the past 32 years.
Vinay Baijal is an Independent Director of our Company. He has been associated with our Company since August
16, 2024. He holds a bachelors of science degree from the University of Allahabad and a masters of science degree
from University of Allahabad. Previously, he served as the chief general manager with the RBI and was also
associated with Microfinance Institutions Network. He has served as a member of the World Bank Task Force on
285International Standards on Credit Data Reporting as well of the National Core Committee to deal with FATF
Assessment of India in 2009. He has over 42 years of experience across the banking and finance sector.
Padmaja Nair is an Independent Director of our Company. She has been associated with our Company since
October 17, 2024. She holds a bachelor of arts degree from Lady Shri Ram, University of Delhi and a master of
arts (history) degree from University of Delhi. She currently serves on the board of UC Inclusive Credit Private
Limited and has previously held several leadership positions including the designation of general manager in the
State Bank of India and senior vice president of SBI Capital Markets Limited. She has over 35 years of experience
in the banking and finance sector.
Aditya Misra is a Non-Executive Non- Independent Director of our Company. He has been associated with our
Company since September 28, 2024. He holds a bachelors of technology degree from Indian Institute of
Technology, Bombay. He is currently a director of investments at ABC Impact (a member of Temasek Trust Asset
Management Pte. Ltd.). Previously, he was also associated with Omidyar Network India Advisors Private Limited
and A.T. Kearney Limited. He has over 11 years of experience in the investment sector.
Relationship between Directors, Key Managerial Personnel and Senior Management
None of our Directors, Key Managerial Personnel and Senior Management are related to each other.
Arrangement or understanding with major shareholders, customers, suppliers or others
Other than our Managing Director, Sanjay Sharma, who has a right to be appointed as and shall be entitled to
continue as a director on our Board, subject to continued employment with our Company, pursuant to the
Shareholders’ Agreement and Aditya Misra, who is a representative of ABC Impact, on our Board, there is no
arrangement or understanding with the major Shareholders, customers, suppliers or others, pursuant to which any
of our Directors, Key Managerial Personnel or Senior Management has been appointed. For further details, see
“History and Certain Corporate Matters – Summary of key agreements and shareholders’ agreements –
Shareholders’ Agreement” on page 279.
Terms of Appointment of our Directors
Terms of Appointment of our Executive Director
Sanjay Sharma
Pursuant to resolutions passed by our Board dated May 24, 2024 and December 11, 2024 respectively, and
resolutions passed by our Shareholders dated June 26, 2024 and December 11, 2024, respectively and the
appointment letter dated July 5, 2024, Sanjay Sharma was re-appointed as the Managing Director of our Company
for a period of 5 years with effect from July 5, 2024. The terms of appointment of Sanjay Sharma are provided in
the employment agreement issued by our Company to Sanjay Sharma dated September 20, 2024 read with
addendum letter dated December 11, 2024 (together the “Employment Agreement”) entered into by and between
our Company and Sanjay Sharma.
The details of remuneration for Sanjay Sharma are stated below with effect from April 1, 2024:
S. No. Particulars Details
1. Salary and other ₹34.04 million
allowances
2. Perquisites (a) ₹1.00 million group medical cover for self, spouse and two dependent kids;
(b) ₹1.00 million group personal accident cover;
(c) Reimbursement of mobile phone expenses;
(d) Reimbursement of petrol expenses for personal car used for official purpose; and
(e) Yearly bonus as approved by the Board
Terms of Appointment of our Non-Executive Non-Independent Director
Our Non-Executive Non-Independent Director is not entitled to receive any sitting fees and remuneration.
Terms of Appointment of our Independent Directors
Pursuant to the resolution dated February 12, 2024 passed by our Board, the Independent Directors are entitled to
sitting fees as follows:
286Board Meeting Committee Meeting
Chairperson of the Board (Independent
Other Independent Directors Independent Director
Director)
₹ 100,000 per meeting ₹ 70,000 per meeting ₹ 35,000 per meeting
Payment or Benefit to Directors of our Company
Details of the remuneration and sitting fees paid to the Directors in the last Financial Year, by our Company are
as disclosed below:
1. Compensation to our Executive Director
The remuneration paid by our Company to our Managing Director, Sanjay Sharma, during Financial Year
2025 was ₹42.10 million.
2. Compensation to our Non-Executive Non-Independent Director
No compensation was paid to our Non-Executive Non-Independent Director.
3. Compensation paid to our Independent Director
The details of the sitting fees paid to the Independent Directors during the Financial Year 2025 is as follows:
(₹ in million)
Name Remuneration
Govinda Rajulu Chintala 1.66
Sanjaya Gupta 1.41
Vinay Baijal** 0.76
Kanika Tandon Bhal 1.14
Padmaja Nair 0.50
**Vinay Baijal resigned from the post of independent director with effect from September 2, 2023 and was reappointed as an
independent director with effect from August 16, 2024.
Remuneration paid by our Subsidiary
None of our Directors have received or were entitled to receive any remuneration, sitting fees or commission from
our Subsidiary in Fiscal 2025.
Loans to Directors
No loans have been availed by our Directors from our Company.
Bonus or profit-sharing plan for our Directors
Other than the yearly bonus to which our Managing Director, Sanjay Sharma, is entitled to in accordance with the
employment agreement dated September 20, 2024, none of our Directors are party to any bonus or profit-sharing
plan of our Company.
Shareholding of our Directors in our Company
Except as disclosed in “Capital Structure – Shareholding of our Directors, Key Managerial Personnel and
Senior Management in our Company” on page 108, none of our Directors hold any Equity Shares in our
Company as on the date of this Prospectus.
Contingent and deferred compensation payable to our Directors
There is no contingent or deferred compensation payable to our Directors in the preceding financial year, which
does not form part of their remuneration.
Service contracts with Directors
There are no service contracts entered into with any Directors, which provide for benefits upon termination of
employment.
287Interest of Directors
All our Directors may be deemed to be interested to the extent of remuneration and reimbursement of expenses,
if any, payable to them by our Company as well as sitting fees, if any, payable to them for attending meetings of
our Board or a committee thereof, as well as to the extent of other remuneration and reimbursement of expenses,
if any, payable to them.
Our Directors may also be interested to the extent of Equity Shares, if any (together with dividends in respect of
such Equity Shares), held by them or held by the entities in which they are associated as partners, promoters,
directors, proprietors, members or trustees, or that may be subscribed by or allotted to the companies, firms,
ventures, trusts in which they are interested as promoters, directors, partners, proprietors, members or trustees,
pursuant to the Offer and any dividend and other distributions payable in respect of such Equity Shares.
Certain of 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 which is promoted by them or in which they hold
directorships or any partnership firm in which they are partners in the ordinary course of business.
Except in the ordinary course of business and as disclosed in “Other Financial Information – Related Party
Transactions” at page 405, our Directors do not have any other business interest in our Company.
Interest in land and property
None of our Directors are interested in any property acquired or proposed to be acquired of or by our Company.
None of our Directors have any interest in any transaction by our Company for acquisition of land, construction
of building or supply of machinery.
Interest in promotion or formation of our Company
Our Company does not have any identifiable promoter in terms of the SEBI ICDR Regulations and the Companies
Act 2013.
Confirmations
Our Directors are not, and during the five years prior to the date of this Prospectus, have not been a director on
the board of any listed company whose shares have been/ were suspended from being traded on the stock
exchange(s) during the term of his/her directorship in such company.
None of our Directors is or has been a director on the board of any listed companies whose shares have been/had
been delisted from any stock exchange(s) in India during the term of their directorship in such companies.
No consideration in cash or shares or otherwise has been paid, or agreed to be paid to any of our Directors, or to
the firms or companies in which they are interested as a member by any person either to induce such director to
become, or to help such director to qualify as a Director, or otherwise for services rendered by him/her or by the
firm or company in which he/she is interested, in connection with the promotion or formation of our Company.
None of our Directors have been identified as a ‘Wilful Defaulter’ or ‘Fraudulent Borrower’, as defined under the
SEBI ICDR Regulations.
Changes in our Board during the last three years
The changes in our Board during the three years immediately preceding the date of this Prospectus are set forth
below.
Name of Director Date of Change Reasons
Kartik Srivatsa December 12, 2024 Resignation as Non- Executive Non-Independent Director
on account of the decision of LGT Capital to not continue to
exercise its nomination right under the SHA
Kaushik Anand Kalyana Krishnan December 12, 2024 Resignation as Non- Executive Non-Independent Director
on account of the decision of A91 to not continue to exercise
its nomination right under the SHA
Navroz Darius Udwadia December 12, 2024 Resignation as Non- Executive Non-Independent Director
on account of the decision of Alpha Wave to not continue to
exercise its nomination right under the SHA
288Name of Director Date of Change Reasons
Gaurav Malhotra December 12, 2024 Resignation as Non- Executive Non-Independent Director
on account of the decision of BII to not continue to exercise
its nomination right under the SHA
Vivek Kumar Mathur December 12, 2024 Resignation as Non- Executive Non-Independent on account
of the decision of Elevation to not continue to exercise its
nomination right under the SHA
Padmaja Nair October 17, 2024 Appointment as an Independent Director
Aditya Misra September 28, 2024 Appointment as Non – Executive Non-Independent Director
Vinay Baijal August 16, 2024 Appointment as an Independent Director
Gaurav Malhotra June 26, 2024 Appointment as a Non – Executive Non-Independent
Director
Govinda Rajulu Chintala September 1, 2023 Appointment as an Independent Director
Kanika Tandon Bhal September 1, 2023 Appointment as an Independent Director
Sanjaya Gupta September 1, 2023 Appointment as an Independent Director
Arpita Pal Agarwal September 2, 2023 Resignation as an Independent Director due to delays caused
in the process for approval of loans applied for by our
Company on account of her directorship in a scheduled
bank.
Navin Kumar Maini September 2, 2023 Resignation as an Independent Director due to delays caused
in the process for approval of loans applied for by our
Company on account of his directorship in a scheduled bank.
Vinay Baijal September 2, 2023 Resignation as an Independent Director due to delays caused
in the process for approval of loans applied for by our
Company on account of his directorship in a scheduled bank.
Sumiran Das March 9, 2023 Resignation as Non-Executive Director on account of
resignation from CapitalG, who had appointed him as its
representative on our Board pursuant to the SHA.
Note: Changes on account of reappointment have not been considered.
Borrowing Powers
Pursuant to Section 180(1)(c) and other applicable provisions, if any, of the Companies Act 2013 and our Articles
of Association, subject to applicable laws and pursuant to the special resolution passed by our Shareholders on
September 26, 2025, our Board is authorized to borrow such sum or sums of money or monies for the purposes
of the business of our Company as may be required from time to time, on such terms and conditions and with or
without security as our Board may think fit, which together with the monies already borrowed by our Company,
provided that the total amount of money/ monies so borrowed by our Board shall not at any time exceed the limit
of ₹80,000.00 million.
Corporate Governance
As on the date of this Prospectus, there are seven Directors on our Board comprising one Non-Executive Non-
Independent Director, one Managing Director and five Independent Directors out of which we have two
independent women directors on our Board.
Our Board functions either as a full board or through various committees constituted to oversee specific functions.
Our Company is in compliance with the corporate governance norms prescribed under the SEBI Listing
Regulations, the Companies Act 2013 and the Scale Based Regulations (as applicable) in relation to the
composition of our Board and constitution of committees thereof.
Our Company undertakes to take all necessary steps to continue to comply with all the applicable requirements of
SEBI Listing Regulations and the Companies Act 2013.
Board committees
Our Company has constituted the following Board committees in terms of the SEBI Listing Regulations, the
Companies Act 2013 and the Scale Based Regulations (as applicable):
(a) Audit Committee;
(b) Nomination and Remuneration Committee;
(c) Stakeholders’ Relationship Committee;
289(d) Risk Management Committee; and
(e) Corporate Social Responsibility Committee.
Audit Committee
The Audit Committee was last re-constituted at a meeting of our Board held on December 11, 2024. The Audit
Committee is in compliance with Section 177 and other applicable provisions of the Companies Act 2013 and
Regulation 18 of the SEBI Listing Regulations and the Scale Based Regulations. The Audit Committee currently
comprises:
S. No. Name of our Director Designation
1. Govinda Rajulu Chintala Chairperson
2. Sanjaya Gupta Member
3. Vinay Baijal Member
4. Aditya Misra Member
Scope and terms of reference:
The Audit Committee shall be responsible for, among other things, as may be required by the stock exchange(s)
from time to time, the following:
Powers of Audit Committee
The Committee will provide assistance to the Board of Directors in fulfilling its oversight responsibility to the
shareholders, potential shareholders, the investment community and others relating to:
(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;
(4) To secure attendance of outsiders with relevant expertise, if it considers necessary as may be prescribed
under the Companies Act, 2013 (together with the rules notified thereunder) and SEBI Listing
Regulations;
(5) To have full access to information contained in records of Company; and
(6) Such other powers as may be prescribed under the Companies Act and the SEBI Listing Regulations.
Role of Audit Committee
The role of the Audit Committee shall include the following:
(1) recommendation to Board for appointment, re-appointment, replacement, removal, remuneration and
terms of appointment of auditors including the internal auditor, cost auditor and statutory auditor, or any
other external auditor of the Company and the fixation of the audit fee;
(2) oversight of financial reporting process and the disclosure of financial information relating to the
Company to ensure that the financial statements are correct, sufficient and credible;
(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;
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;
290d) 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; and
g) modified opinion(s) in the audit report.
(5) reviewing, with the management, the quarterly, half-yearly and annual financial statements before
submission to the Board for approval;
(6) reviewing, and monitoring with the management, the statement of uses/ application of funds, and the end
use 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 issue or rights
issue or preferential issue or qualified institutions placement, 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 and
omnibus approval for related party transactions proposed to be entered into by the Company, subject to
the conditions as may be prescribed;
a) Recommend criteria for omnibus approval or any changes to the criteria for approval of the
Board;
b) Make omnibus approval for related party transactions proposed to be entered into by the
Company for every financial year as per the criteria approved;
c) Review of transactions pursuant to omnibus approval;
d) Make recommendation to the Board, where Audit Committee does not approve transactions
other than the transactions falling under Section 188 of the Companies Act, 2013.
Explanation: The term “related party transactions” shall have the same meaning as provided in Clause
2(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies
Act, 2013.
(9) scrutiny of inter-corporate loans and investments;
(10) valuation of undertakings or assets of the Company and appointing a registered valuer in terms of Section
247 of the Companies Act, 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, and 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 thereon;
(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 depositors, debenture holders,
291shareholders (in case of non-payment of declared dividends) and creditors;
(18) reviewing the functioning of the whistle blower mechanism;
(19) overseeing the vigil mechanism established by the Company, with the Chairperson of the Audit
Committee directly hearing grievances of victimization of employees and directors, who used vigil
mechanism to report genuine concerns in appropriate and exceptional cases;
(20) approval of appointment of chief financial officer (i.e., the whole-time finance Director or any other
person heading the finance function or discharging that function) after assessing the qualifications,
experience and background, etc. of the candidate;
(21) reviewing the utilization of loans and/or advances from/investment by the holding company in the
subsidiary exceeding ₹1,000,000,000 or 10% of the asset size of the subsidiary, whichever is lower
including existing loans/ advances/ investments existing as on the date of coming into force of this
provision;
(22) considering and commenting on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the listed entity and its shareholders;
(23) formulating, reviewing and making recommendations to the Board to amend the terms of reference of
Audit Committee from time to time;
(24) approving the KPIs for disclosure in the offer documents, and approval of KPIs once every year, or as
may be required under applicable law;
(25) reviewing compliance with the provisions of the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, as amended, at least once in a financial year and shall verify that the
systems for internal control under the said regulations are adequate and are operating effectively; and
(26) carrying out any other functions required to be carried out by the Audit Committee as may be decided
by the Board and/or as provided under the Companies Act, the SEBI Listing Regulations, Scale Based
Regulations, and/or any other applicable laws, as and when amended from time to time, or by any
regulatory authority and performing such other functions as may be necessary or appropriate for the
performance of its duties.
(27) Ensuring that an Information System Audit of the internal systems and process is conducted at least once
in two years to assess operational risks faced by the Company
The Audit Committee shall mandatorily review the following information:
• Management discussion and analysis of financial condition and results of operations;
• Management letters / letters of internal control weaknesses issued by the statutory auditors;
• Internal audit reports relating to internal control weaknesses;
• The appointment, removal and terms of remuneration of the chief internal auditor; and
• Statement of deviations in terms of the SEBI Listing Regulations:
a) quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) where the Equity Shares are proposed to be
listed in terms of the SEBI Listing Regulations; and
b) annual statement of funds utilized for purposes other than those stated in the offer
document/ prospectus/ notice in terms of the SEBI Listing Regulations.
• The financial statements, in particular, the investments made by any unlisted subsidiary; and
• Such information as may be prescribed under the Companies Act and SEBI Listing Regulations.
292Nomination and Remuneration Committee
The Nomination and Remuneration Committee was last re-constituted at a meeting of our Board held on December
31, 2025. The Nomination and Remuneration Committee is in compliance with Section 178 of the Companies
Act, the SEBI Listing Regulations and the Scale Based Regulations. The Nomination and Remuneration
Committee currently comprises:
S. No. Name of our Director Designation
1. Kanika Tandon Bhal Chairperson
2. Sanjaya Gupta Member
3. Vinay Baijal Member
4. Aditya Misra Member
Scope and terms of reference:
The Nomination and Remuneration Committee shall be responsible for, inter alia, 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 (“Remuneration Policy”);
(2) For every appointment of an independent director, the Nomination and Remuneration Committee shall
evaluate the balance of skills, knowledge and experience on the Board and on the basis of such
evaluation, prepare a description of the role and capabilities required of an independent director. The
person recommended to the Board for appointment as an independent director shall have the capabilities
identified in such description. For the purpose of identifying suitable candidates, the Committee may:
a) use the services of an external agencies, if required;
b) consider candidates from a wide range of backgrounds, having due regard to diversity; and
c) consider the time commitments of the candidates.
(3) Formulation of criteria for evaluation of independent directors and the Board;
(4) Devising a policy on Board diversity;
(5) 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 and carrying out evaluation of every director’s performance (including independent
director), its committees and individual directors to be carried out either by the Board, by the Nomination
and Remuneration Committee or by an independent external agency and review its implementation and
compliance. The Company shall disclose the remuneration policy and the evaluation criteria in its annual
report;
(6) Analysing, monitoring and reviewing various human resource and compensation matters;
(7) Determining the Company’s policy on specific remuneration packages for executive directors including
pension rights and any compensation payment, and determining remuneration packages of such directors;
(8) 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;
(9) Recommend to the board, all remuneration, in whatever form, payable to senior management;
(10) The Nomination and Remuneration Committee, while formulating the Remuneration Policy, should
ensure that:
a) the level and composition of remuneration be reasonable and sufficient to attract, retain and
motivate directors of the quality required to run the Company successfully
b) relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and
c) remuneration to directors, key managerial personnel and senior management involves a balance
293between fixed and incentive pay reflecting short and long term performance objectives
appropriate to the working of the Company and its goals.
(11) perform such functions as are required to be performed by the Nomination and Remuneration Committee
under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, as amended, including the following:
a) administering the employee stock option plans of the Company, as may be required;
b) determining the eligibility of employees to participate under the employee stock option plans of
the Company;
c) granting options to eligible employees and determining the date of grant;
d) determining the number of options to be granted to an employee;
e) determining the exercise price under the employee stock option plans of the Company; and
f) construing and interpreting the employee stock option plans of the Company and any
agreements defining the rights and obligations of the Company and eligible employees under
the employee stock option plans of the Company, and prescribing, amending and/or rescinding
rules and regulations relating to the administration of the employee stock option plans of the
Company.
(12) frame suitable policies, procedures and systems to ensure that there is no violation of securities laws, as
amended from time to time, including:
a) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
and
b) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade
Practices Relating to the Securities Market) Regulations, 2003, by the trust, the Company and
its employees, as applicable.
(13) carrying out any other functions required to be carried out by the Nomination and Remuneration
Committee as may be decided by the Board and/or as provided under the Companies Act, the SEBI
Listing Regulations and/or any other applicable laws, as and when amended from time to time, or by any
regulatory authority and performing such other functions as may be necessary or appropriate for the
performance of its duties.
Stakeholders’ Relationship Committee
The Stakeholders’ Relationship Committee was last re-constituted by way of a Board resolution dated December
11, 2024. The composition and terms of reference of the Stakeholders’ Relationship Committee are in compliance
with Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI Listing Regulations. The
Stakeholders’ Relationship Committee currently comprises:
S. No. Name of our Director Designation
1. Govinda Rajulu Chintala Chairperson
2. Sanjay Sharma Member
3. Sanjaya Gupta Member
Scope and terms of reference:
The Stakeholders’ Relationship Committee shall be responsible for, among other things, as may be required by
the under applicable law, the following:
(1) Resolve the grievances of the stakeholders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc.
(2) Review of measures taken for effective exercise of voting rights by stakeholders.
294(3) Review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the registrar & share transfer agent.
(4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends/interest/principal amount and ensuring timely receipt of interest payments/principal
repayments/dividend warrants/annual reports/statutory notices by the stakeholders of the Company.
(5) The Stakeholders’ Relationship Committee shall lay down policies, procedures and ask for report on status
of compliances and various measures taken.
Risk Management Committee
The Risk Management Committee was last re-constituted at a meeting of our Board held on December 11, 2024.
The composition and terms of reference of the Risk Management Committee are in compliance with Regulation
21 of the SEBI Listing Regulations and the Scale Based Regulations. The Risk Management Committee currently
comprises:
S. No. Name of our Director Designation
1. Sanjaya Gupta Chairperson
2. Govinda Rajulu Chintala Member
3. Sanjay Sharma Member
4. Vinay Baijal Member
Scope and terms of reference:
The Risk Management Committee shall be responsible for inter alia, as may be required by the under applicable
law, the following:
(1) Review, assess and formulate the risk management system and policy of the Company from time to time
and recommend for an amendment or modification thereof, which shall include:
a) a framework for identification of internal and external risks specifically faced by the listed
entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG
related risks), information, cyber security risks or any other risk as may be determined by the
Risk Management Committee;
b) measures for risk mitigation including systems and processes for internal control of identified
risks; and
c) business continuity plan.
(2) Ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks
associated with the business of the Company;
(3) Monitor and oversee implementation of the risk management policy, including evaluating the adequacy
of risk management systems;
(4) Periodically review the risk management policy, at least once in two years, including by considering the
changing industry dynamics and evolving complexity, and recommend for any amendment or
modification thereof, as necessary;
(5) Approve the process for risk identification and mitigation;
(6) Decide on risk tolerance and appetite levels, recognizing contingent risks, inherent and residual risks
including for cyber security;
(7) Monitor the Company’s compliance with the risk structure;
(8) Assess whether current exposure to the risks it faces is acceptable and that there is an effective
295remediation of non-compliance on an on-going basis;
(9) Approve major decisions affecting the risk profile or exposure and give appropriate directions;
(10) Consider the effectiveness of decision making process in crisis and emergency situations;
(11) Generally, assist the Board in the execution of its responsibility for the governance of risk;
(12) Keep the Board of directors of the Company informed about the nature and content of its discussions,
recommendations and actions to be taken;
(13) To review the appointment, removal and terms of remuneration of the chief risk officer (if any) shall be
subject to review by the Risk Management Committee;
(14) Implement and monitor policies and/or processes for ensuring cyber security;
(15) To review and recommend potential risk involved in any new business plans and processes;
(16) To coordinate its activities with other committees, in instances where there is any overlap with activities
of such committees, as per the framework laid down by the Board of Directors;
(17) Monitor and review regular updates on business continuity;
(18) Monitoring and reviewing of the risk management plan, and;
(19) Any other similar or other functions as may be laid down by Board from time to time and/or as may be
required under applicable law, as and when amended from time to time, including the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee was last reconstituted at a meeting of our Board held on
December 11, 2024. The composition and terms of reference of the Corporate Social Responsibility Committee
are in compliance with Section 135 and other applicable provisions of the Companies Act 2013. The Corporate
Social Responsibility Committee currently comprises:
S. No. Name of our Director Designation
1. Kanika Tandon Bhal Chairperson
2. Sanjay Sharma Member
3. Padmaja Nair Member
Scope and terms of reference:
The Corporate Social Responsibility Committee shall be authorized to perform the following functions:
(i) Formulate CSR policy and seek approval from the Board of Directors. Also, review the policy on a
yearly basis.
(ii) Formulate and share the CSR action plan with budget for the year with the Board of Directors and
seek approval. Implement the activities either through its Section 8 Company-Foundation for
Advancement of Micro Enterprises (FAME) or directly through its own team or through any other
permitted mode.
(iii) Monitors the spending of the allocated amount on CSR activities once approved by the Board of
Directors and create a transparent monitoring mechanism of CSR initiatives.
(iv) Submit periodic reports (once in six months at the minimum) to the Board for the activities undertaken.
(v) Monitor the corporate social responsibility policy of the Company from time to time.
296Management Organization Chart
297Key Managerial Personnel and Senior Management
Key Managerial Personnel
In addition to our Managing Director, Sanjay Sharma whose details are provided in ‘- Brief Profiles of our
Directors’ on page 285, the details of our other Key Managerial Personnel as on the date of this Prospectus are
set forth below:
Sovan Satyaprakash is the interim Chief Financial Officer of our Company. He has been associated with our
Company since May 2016. He is responsible for leading our corporate finance, treasury, investor relations,
accounting functions and overseeing the financial and regulatory reporting and also overseeing the strategy,
product and supply chain lending functions. Prior to joining our Company, he was associated with Tata
Consultancy Services. He pursued for the bachelor of technology degree in mechanical engineering from Orissa
Engineering College, Bhubaneswar and a post graduate diploma in management (finance) from Institute of
Management Technology, Ghaziabad. In Financial Year 2025, he received an aggregate compensation of ₹ 11.83
million# (includes share based payments and provident fund contributions) from our Company.
Vipul Sharma is the Company Secretary and Compliance Officer of our Company. He has been associated with
our Company since January 2024. He has been designated as the Chief Compliance Officer with effect from May
25, 2024 for a period of three years. He is responsible for all regulatory compliances including those of Ministry
of Corporate Affairs, Securities and Exchange Board of India and Reserve Bank of India. Prior to joining our
Company, he was previously associated with AU Small Finance Bank Limited, Satin Creditcare Network Limited,
Hero Group, Jubilant Bhartia Group and Jaypee Group. He holds a bachelors of commerce degree from Dr.
Harisingh Gour Vishwavidhyalaya, Sagar and is a member of the Institute of Company Secretaries of India. In
Financial Year 2025, he received an aggregate compensation of ₹ 3.46 million* (includes provident fund
contributions and share based payment) from our Company.
#Remuneration paid in his prior role as Head of Strategy & Product.
*Remuneration paid includes prior role as deputy vice president 2 (finance & legal).
Senior Management
In addition to Sanjay Sharma, the Managing Director, Sovan Satyaprakash, the interim Chief Financial Officer of
our Company and Vipul Sharma, the Company Secretary and Compliance Officer of our Company who are also
our Key Managerial Personnel and whose details have been disclosed above, the details of our Senior
Management as on the date of this Prospectus are as set forth below:
Niraj Kumar Kaushik is the Deputy Chief Executive Officer of our Company. He has been associated with our
Company since March 2019. He is responsible for overseeing sales and collection departments. Prior to joining
our Company, he was executive vice president and head-central underwriting with Religare Finvest Limited and
national head-credit PSBL at Bajaj Finance Limited. In the past he has also been associated with Royal Bank of
Scotland N.V, Larsen & Toubro Limited and ICICI Personal Financial Services Limited. He pursued bachelors
in engineering at Malaviya National Institute of Technology Jaipur and diploma in business management at
Institute of Management Technology, Ghaziabad. In Financial Year 2025, he received an aggregate compensation
of ₹ 39.98 million (includes a one-time ex gratia payment, share based payments and provident fund contributions)
from our Company.
Ujual George is the Chief Operating Officer of our Company. He has been associated with our Company since
December 2020. He is responsible for overseeing operations, customer service, tele sales, tele collections and IT
functions. Prior to joining our Company, he served on the management committee of RBL Bank as the chief of
staff and head of transformation. He has previously been associated with Abu Dhabi Commercial Bank PJSC as
head – operations & IT and Barclays Bank PLC as COO-CIBWM Operations. He holds a bachelors of science
degree in Physics from University of Calicut and post graduate diploma in management from Indian Institute of
Management, Bangalore. In Financial Year 2025, he received an aggregate compensation of ₹ 28.14 million
(includes share based payments and provident fund contributions) from our Company.
Jinu Joseph is the Chief Technology Officer of our Company. He has been associated with our Company since
January 2023. He is responsible for overseeing all technology functions including core business applications,
Infrastructure and Technology governance and risk. Prior to joining our Company, he served as senior vice
president in information technology in IDFC First Bank and as Head of IT in Abu Dhabi Commercial Bank PJSC.
He has previously been associated with Barclays Bank PLC, Accenture Services Private Limited, IBM India
Private Limited, Polaris Software Lab Limited and Citicorp Overseas Software Limited. He holds a bachelors of
298engineering degree in electronics and communications from Mangalore University and masters of business
administration degree from the Institute for Technology and Management. In Financial Year 2025, he received
an aggregate compensation of ₹ 16.21 million (includes share based payments and provident fund contributions)
from our Company.
Nancy Gupta is the Chief Risk Officer of our Company. She has been associated with our Company since May
2016 and her current term as CRO is from July 2024 till July 2027. She heads the risk function of the company
and is responsible for risk management and mitigation. She joined our Company after completing her post
graduation. She holds a bachelors of computer science and engineering degree from Rajasthan Technical
University and post graduate diploma in management from Institute of Management Technology, Ghaziabad. In
Financial Year 2025, she received an aggregate compensation of ₹ 6.86 million (includes share based payments
and provident fund contributions) from our Company.
Piyush Maheshwari is the Head of Credit & Field Operations of our Company. He has been associated with our
Company since March 2015. He is responsible for overseeing credit underwriting and field operations of our
Company. Prior to joining our Company, he was previously associated with RBS Business Services Private
Limited, J.P. Morgan Services India Private Limited and UBS Services Centre (India) Private Limited. He
pursued bachelor of commerce degree from Sriram College of Commerce, University of Delhi and holds a master
of business administration degree from Narsee Monjee Institute of Management Studies. In Financial Year 2025,
he received an aggregate compensation of ₹ 14.80 million (includes share based payments and provident fund
contributions) from our Company.
Ankur Sharma is the Head of Human Resources of our Company. He has been associated with our Company
since February 2018. He is responsible for all human resource functions including learning and development,
talent acquisition and HR operations of our Company. Prior to joining our Company, he was associated with
Raymond Limited, Dr Reddy’s Laboratories Limited and Evauleserve SEZ (Gurugram) Private Limited. He holds
bachelors of engineering degree from the University of Delhi and a masters of human resource management
degree from XLRI-Xavier School of Management, Jamshedpur. In Financial Year 2025, he received an aggregate
compensation of ₹ 14.24 million (includes share based payments and provident fund contributions) from our
Company.
Tejamoy Ghosh is the Head of Data Science & Artificial Intelligence of our Company. He has been associated
with our Company since March 2019. He is responsible for overseeing data sciences and artificial intelligence of
our Company. Prior to joining our Company, he was associated with Quatrro Processing Services Private Limited
and WNS Global Services Private Limited. He holds a bachelors of science degree from University of Calcutta
and a master of arts (economics) degree from Jawaharlal Nehru University New Delhi. In Financial Year 2025,
he received an aggregate compensation of ₹ 14.32 million (includes share based payments and provident fund
contributions) from our Company.
Kapil Goyal is the Head of Internal Audit & Vigilance of our Company. He has been associated with our
Company since November 2023 and his current term as Head of Internal Audit is from August 2024 till August
2027. He is responsible for overseeing audit and vigilance functions of our Company. Prior to joining our
Company, he was previously associated with Home Credit India Finance Private Limited and Jubilant FoodWorks
Limited. He is a chartered accountant from the Institute of Chartered Accountants of India. In Financial Year
2025, he received an aggregate compensation of ₹ 2.77 million (includes provident fund contributions and share
based payment) from our Company.
Akash Damodar Purswani is the Head of Collection of our Company. He has been associated with our Company
since September 2019. He is responsible for overseeing overdue collections, settlements and legal recovery. He
was previously associated with Religare Finvest Limited, Bajaj Finserv Limited, The Royal Bank of Scotland
N.V., Citicorp Finance (India) Limited and SREI Infrastructure Finance Limited. He holds a bachelor of
commerce degree from Gujarat University and a post graduate diploma in International Business from K.J.
Somaiya Institute of management studies and research. In Financial Year 2025, he received an aggregate
compensation of ₹ 15.82 million (includes share based payments and provident fund contributions) from our
Company.
Status of Key Managerial Personnel and Senior Management
All the Key Managerial Personnel and Senior Management are permanent employees of our Company.
Relationship among Key Managerial Personnel and Senior Management
299None of our Key Managerial Personnel and Senior Management are related to each other.
Bonus or profit-sharing plan for the Key Managerial Personnel and Senior Management
Except as disclosed above under “–Bonus or profit-sharing plan for our Directors” on page 287, none of our
Key Managerial Personnel or Senior Management are party to any bonus or profit-sharing plan of our Company.
Loans to Key Managerial Personnel and Senior Management
No loans have been availed by our Key Managerial Personnel and Senior Management from our Company as on
the date of this Prospectus.
Shareholding of Key Managerial Personnel and Senior Management in our Company
Except as disclosed in “Capital Structure – Shareholding of our Directors, Key Managerial Personnel and
Senior Management in our Company” on page 108, none of our Key Managerial Personnel or Senior
Management, hold any Equity Shares in our Company as on the date of this Prospectus.
Service Contracts with Directors and Key Managerial Personnel and Senior Management
No officer of our Company, including our Directors and the Key Managerial Personnel has entered into a service
contract with our Company pursuant to which they are entitled to any benefits upon termination of employment.
Except statutory benefits upon termination of their employment in our Company, no Key Managerial Personnel
or Senior Management are entitled to any benefit upon termination of employment or superannuation.
Contingent and deferred compensation payable to our Key Managerial Personnel and Senior Management
Except as disclosed in “- Key Managerial Personnel and Senior Management- Key Managerial Personnel” “-
Key Managerial Personnel and Senior Management- Senior Management”, no contingent or deferred
compensation is payable to our Key Managerial Personnel and Senior Management, which does not form part of
their remuneration.
Interest of Key Managerial Personnel and Senior Management
For details of the interest of our Executive Directors in our Company, see “Interest of Directors” above.
None of our Key Managerial Personnel or Senior Management have any interest in our Company except to the
extent of their remuneration or benefits to which they are entitled to as per their terms of appointment and
reimbursement of expenses incurred by them in the ordinary course of business.
Further, our Key Managerial Personnel or Senior Management may be regarded as interested in the Equity Shares
which may be allotted to them (together with dividends in respect of such Equity Shares). Our Key Managerial
Personnel or Senior Management may also be deemed to be interested to the extent of options granted to them
under the Employee Stock Option Plans. For details, see “Capital Structure–Employee Stock Option Plans” on
page 110.
Ankur Sharma and Piyush Maheshwari are trustees of the Aye Finance Employees Welfare Trust.
300Changes in Key Managerial Personnel or Senior Management during the last three years
Except as disclosed below and in “- Changes in our Board during the last three years” on page 288, there are no
other changes in our Key Managerial Personnel or Senior Management during the three years immediately
preceding the date of this Prospectus:
Name Date of Change Reasons
Sovan Satyaprakash January 11, 2026 Appointment as the interim Chief Financial Officer
Krishan Gopal January 10, 2026 Resignation as chief financial officer due to personal reasons#
Vipul Sharma May 25, 2024 Appointment as Company Secretary and Compliance Officer*
Tripti Pandey May 24, 2024 Resignation as company secretary, compliance officer and chief
compliance officer due to personal reasons.
Krishan Gopal July 7, 2023 Appointment as chief financial officer
Mayank Shyam Thatte May 24, 2023 Resignation as chief financial officer due to other commitments and
certain other pre-occupations.
Jinu Joseph June 1, 2023 Designated as Chief Technology Officer
Kapil Goyal August 13, 2024 Designated as Head of Internal Audit & Vigilance
Nancy Gupta July 13, 2024 Designated as Chief Risk Officer
* Vipul Sharma was also designated as the Chief Compliance Officer in accordance with the Scale Based Regulations.
#Krishan Gopal was associated with our Company as a member of Senior Management until January 16, 2026. Please refer to
https://www.bseindia.com/xml-data/corpfiling/AttachHis/764dfe40-4ed2-4502-be65-103356228e09.pdf for the copy of resignation letter and
the intimation made by our Company to BSE in this regard.
Employee stock option and stock purchase schemes
For details of the Employee Stock Option Plans of our Company, see “Capital Structure – Employee Stock Option
Schemes” on page 110.
Payment or benefit to Key Managerial Personnel and Senior Management of our Company
No non-salary related amount or benefit has been paid or given to any of our Company’s officers including our
Key Managerial Personnel and Senior Management within the two preceding years of this Prospectus or is
intended to be paid or given, other than in the ordinary course of their employment. For details on related party
transactions and loans to our Key Managerial Personnel and Senior Management, see “Summary of this
Prospectus- Summary of Related Party Transactions” and “-Restated Financial Statements – Note – 36 –
Related Party Disclosures” and “-Loans to Key Managerial Personnel and Senior Management” on pages 27,
347 and 300, respectively.
301OUR PRINCIPAL SHAREHOLDERS
Our Company does not have an identifiable promoter in terms of SEBI ICDR Regulations and the Companies Act
2013. Consequently, there are no members forming part of the ‘promoter group’ in terms of the SEBI ICDR
Regulations.
Principal Shareholders
1. Shareholders who control 15% or more of the voting rights in our Company
As on the date of this Prospectus, except for Elevation Capital, who holds 16.03% on a fully diluted basis
of the issued and paid up share capital of our Company, as on the date of this Prospectus, no Shareholder
individually or as a group controls 15% or more of the voting rights in our Company. See “Capital
Structure – Notes to Capital Structure – Details of shareholding of the major Shareholders of our
Company” and “History and Certain Corporate Matters – Summary of key agreements and
shareholders’ agreements – Shareholders’ Agreement” on pages 108 and 279, respectively.
2. Persons who have the right to appoint director(s) on our Board
Under the Shareholders’ Agreement, the parties thereof have the following rights with respect to the right
to nominate Directors:
For so long as (i) Elevation Capital holds at least six percent of the share capital of our Company on a
fully diluted basis, they shall have the right to nominate and maintain one Director on the Board
(“Elevation Capital Director”); (ii) A91 and Waterfield Entities holds at least six percent of the share
capital of the Company on a fully diluted basis, A91 shall have the right to nominate and maintain one
Director on the Board (“A91 Director”); and (iii) LGT Capital holds at least six percent of the share
capital of our Company on a fully diluted basis, they shall have the right to nominate and maintain one
Director on the Board (“LGT Capital Director”); (iv) CapitalG Entities holds at least six percent of the
share capital of our Company on a fully diluted basis, they shall have the right to nominate and maintain
one Director on the Board (“CapitalG Director”); (v) Alpha Wave holds at least six percent of the share
capital of the Company on a fully diluted basis, they shall have the right to nominate and maintain one
Director on the Board (“Alpha Wave Director”); (vi) BII holds at least six percent of the share capital
of our Company on a fully diluted basis, they shall have the right to nominate and maintain one Director
on the Board (“BII Director”); (vii) ABC Impact holds at least six percent of the share capital of our
Company on a fully diluted basis, they shall have the right to nominate and maintain one Director on the
Board (“ABC Impact Director”); and so long as the Sanjay Sharma is in the employment of our
Company, he shall have the right to be on the Board of our Company.
The Shareholders’ Agreement including the right to nominate Directors shall automatically terminate in
respect to each party, in its entirety, immediately upon the listing of the Shares in accordance with the
terms of the Shareholders’ Agreement.
For details, see “History and Certain Corporate Matters –Shareholders’ agreements and other
agreements –Shareholders’ agreements” on page 279.
302DIVIDEND POLICY
As on the date of this Prospectus, our Company does not have any formal dividend policy.
The declaration and payment of dividend on the Equity Shares, if any, will be recommended by our Board and
will be as approved by our Shareholders, at their discretion, in accordance with the provisions of the Articles of
Association and applicable law, including the Companies Act, 2013, read with the rules notified thereunder, each
as amended, together with the applicable rules issued thereunder, and will depend on a number of factors,
including but not limited to profits, capital requirements, contractual obligations and restrictions, restrictive
covenants in financing arrangements, the overall financial condition of our Company and other factors considered
relevant by our Board.
We may retain all our future earnings, if any, for use in the operations and expansion of our business. As a result,
we may not declare dividend in the foreseeable future. For details in relation to risks involved in this regard, see
“Risk Factors – 56. Our Company may not be able to pay dividends in the future. Our ability to pay dividends
in the future will depend upon our future earnings, financial condition, profit after tax available for
distribution, cash flows, working capital requirements and capital expenditure and the terms of our financing
arrangements.” On page 64.
303SECTION V – FINANCIAL STATEMENTS
RESTATED FINANCIAL STATEMENTS
[The remainder of this page has been intentionally left blank]
304INDEPENDENT AUDITOR’S EXAMINATION REPORT ON RESTATED FINANCIAL
INFORMATION
To,
The Board of Directors
Aye Finance Limited
(Formerly Known as Aye Finance Private Limited)
Unit No. - 701-711, 7th Floor,
Unitech Commercial Tower-2,
Sector-45, Arya Samaj Road,
Gurugram – 122003, India
Dear Sirs,
1) We, S S Kothari Mehta & Co. LLP, Chartered Accountants, have examined, the Restated Financial
Information of Aye Finance Limited (Formerly Known as Aye Finance Private Limited) (the “Company” or
the “Issuer”) comprising the Restated Statement of Assets and Liabilities as at September 30, 2025,
September 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023, the Restated Statement of Profit
and Loss (including Other Comprehensive Income), the Restated Statement of Changes in Equity, the
Restated Statement of Cash Flows for the six months ended September 30, 2025 and September 30, 2024 and
for the year ended March 31, 2025, March 31, 2024 and March 31, 2023, the summary statement of material
accounting policies, other explanatory information, Annexures (collectively, the “Restated Financial
Information”), as approved by the Board of Directors of the Company (the “Board of Directors”) at their
meeting held on November 30, 2025 for the purpose of inclusion in the Red Herring Prospectus (“RHP”),
Prospectus and any other material used in connection with the Offer (together referred as “Offer Document”),
prepared by the Company in connection with its proposed Initial Public Offer of equity shares (“IPO”)
prepared in terms of the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013 ("the Act");
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended ("SEBI ICDR Regulations"); and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India (“ICAI”), (the “Guidance Note”).
2) The Company’s management is responsible for the preparation of the Restated Financial Information which
have been approved by Board of Directors for the purpose of inclusion in the Offer Document to be filed
with Securities and Exchange Board of India (“SEBI”) and the stock exchanges where the equity shares of
the Company are proposed to be listed (“Stock Exchanges”), in connection with the proposed IPO. The
Restated Financial Information have been prepared by the management of the Company in accordance with
the basis of preparation stated in Annexure V to the Restated Financial Information.
The Board of Directors of the Company are responsible for designing, implementing and maintaining
adequate internal control relevant to the preparation and presentation of the Restated Financial Information.
The Board of Directors of the Company are also responsible for identifying and ensuring that the Company
complies with the Act, the ICDR Regulations and the Guidance Note.
3) We have examined such Restated Financial Information taking into consideration:
a) The terms of reference and our engagement agreed upon with you in accordance with our engagement
letter dated August 22, 2024 along with addendum dated June 30, 2025 in connection with the proposed
IPO of equity shares of the Company;
b) The Guidance Note - The Guidance Note also requires that we comply with the ethical requirements of
the Code of Ethics issued by the ICAI;
c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence
supporting the Restated Financial Information; and
305d) The requirements of Section 26 of the Act and the ICDR Regulations.
Our work was performed solely to assist you in meeting your responsibilities in relation to your
compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the proposed
IPO of equity shares of the Company.
4) These Restated Financial Information have been compiled by the Company’s management from:
i. the audited special purpose interim financial statements of the Company as at and for the six months
ended September 30, 2025 and September 30, 2024 prepared in accordance with recognition and
measurement principles under Indian Accounting Standard (Ind AS) 34 "Interim Financial Reporting",
specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules
2015, as amended and other accounting principles generally accepted in India (the “Special Purpose
Interim Financial Statements”) which have been approved by the Board of Directors at their Board
meeting held on November 30, 2025 and December 11,2024 respectively.
ii. the audited financial statement of the Company as at and for the year ended March 31, 2025, March 31,
2024 and March 31, 2023 prepared in accordance with Indian Accounting Standard as prescribed under
section 133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015, as amended,
and other accounting principles generally accepted in India (the “Audited Financial Statements”) which
have been approved by the Board of Directors at their meeting held on May 21, 2025, May 24, 2024 and
May 23, 2023, respectively.
5) For the purpose of our examination, we have relied on:
a) Auditor’s reports issued by us dated November 30, 2025 and December 11, 2024 respectively on the
Special Purpose Interim Financial Statements of the Company as at and for the six months ended
September 30, 2025 and September 30, 2024, respectively as referred in Paragraph 4 (i) above.
b) Auditor’s reports issued by us dated May 21, 2025 and May 24, 2024 respectively on the Audited
Financial Statements of the Company as at and for the years ended March 31, 2025 and March 31, 2024,
respectively as referred in Paragraph 4 (ii) above.
c) Auditors’ reports issued by S.R. Batliboi & Associates LLP, Chartered Accountants (the “Previous
Auditor”) dated May 23, 2023 on the Audited Financial Statements of the company as at and for the year
ended March 31, 2023, as referred in paragraph 4(ii) above.
6) The audit reports issued by us referred in paragraph 5(b) included following matters which did not require
any adjustment in the Restated Financial Information:
Report on Other Legal and Regulatory Requirements paragraphs with respect to our audit reports issued by
us referred in paragraph 5(b).
Reporting on Audit Trail for the financial year ended March 31, 2024
Based on our examination which included test checks, the Company has used accounting software and loan
management software for maintaining its books of account which has feature of recording audit trail (edit
log) facility and the same has operated throughout the year for all relevant transactions recorded in the
software, except that audit logs at database level for the accounting software were not enabled and certain
parameters of audit trail were not captured for loan management software. Further, during the course of our
audit we did not come across any instance of audit trail feature being tampered with, wherein the audit trail
functionality was enabled As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable
from April 1, 2023, thus reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on
preservation of audit trail as per the statutory requirements for record retention is not applicable for the
financial year ended March 31, 2024.
Reporting on Audit Trail for the financial year ended March 31, 2025
306Based on our examination which included test checks, the Company has used accounting software and loan
management software for maintaining its books of account which has feature of recording audit trail (edit
log) facility and the same has operated throughout the year for all relevant transactions recorded in the
software, except that audit logs at database level for the accounting software and certain parameters of audit
trail were enabled and made effective from September 19, 2024 onwards.
Further, during the course of our audit we did not come across any instance of audit trail feature being
tampered with, wherein the audit trail functionality was enabled and the audit trail has been preserved by
the Company as per the statutory requirements for record retention
7) Based on our examination and according to the information and explanations given to us for the respective
years as per paragraph 5 above, we report that:
i. the Restated Financial Information have been prepared after incorporating adjustments for the changes
in accounting policies, material errors and regrouping/reclassifications, as may be applicable,
retrospectively in the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 and in
the Special Purpose Interim Financial Statements of the Company as at and for the six months ended
September 30, 2024 to reflect the same accounting treatment as per the accounting policy and
grouping/classifications followed as at and for the six months ended September 30, 2025;
ii. there are no qualifications in the auditor’s reports which require any adjustments; and
iii. the Restated Financial Information has been prepared in accordance with the Act, the SEBI ICDR
Regulations and the Guidance Note.
8) 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.
9) The Restated Financial Information does not reflect the effects of events that occurred subsequent to the
respective dates of the reports on the Special Purpose Interim Financial Statements and Audited Financial
Statements mentioned in paragraph 4 above.
10) This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports
issued by us or the Predecessor Auditor, nor should this report be construed as a new opinion on any of the
financial information referred to herein.
11) We have no responsibility to update our report for events and circumstances occurring after the date of the
report.
12) Our report is intended solely for use of the Board of Directors for inclusion in the Offer Document to be filed
with SEBI and the Stock Exchanges as applicable in connection with the proposed IPO. Our report should
not be used, referred to or distributed for any other purpose except with our prior consent in writing.
Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any
other person to whom this report is shown or into whose hands it may come without our prior consent in
writing.
For S S Kothari Mehta & Co. LLP
Chartered Accountants
Firm Registration No.: 000756N / N500441
Vijay Kumar
Partner
Membership No.: 092671
UDIN: 25092671BMOFJJ9853
Place: New Delhi
Date: November 30, 2025
307Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure I-Restated Statement of Assets and Liabilities
(All amounts in Indian Rupees millions, unless otherwise stated)
As at As at As at As at As at
Particulars Notes
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
ASSETS
Financial assets
Cash and cash equivalents 3 1 1,451.18 9,261.54 9,311.58 5,265.89 2,726.29
Bank balances other than cash and cash equivalents 4 2,278.04 1,907.89 2,067.31 2,036.70 1,214.16
Derivative financial instruments 12 316.54 24.15 2 .41 - 30.70
Loans 5 5 3,823.30 4 5,162.27 4 9,502.13 4 0,031.24 2 5,554.43
Investments 6 666.03 227.61 417.63 106.09 844.60
Other financial assets 7 824.75 318.80 606.06 306.55 228.12
Total financial assets 6 9,359.84 5 6,902.26 6 1,907.12 4 7,746.47 3 0,598.30
Non-financial assets
Current tax assets (net) 8 281.14 209.79 184.11 82.77 40.69
Deferred tax assets (net) 9 582.05 524.90 609.78 439.37 293.35
Property, plant and equipment 10A 155.83 127.48 121.04 89.61 54.65
Right of use assets 10C 383.70 262.94 262.65 214.31 211.50
Intangible assets under development 37 41.47 23.78 41.30 29.53 4 .70
Intangible assets 10B 23.40 34.64 22.50 13.20 5 .50
Other non-financial assets 11 332.66 104.67 237.78 80.67 51.30
Total non-financial assets 1 ,800.25 1 ,288.20 1 ,479.16 949.46 661.69
Total assets 7 1,160.09 5 8,190.46 6 3,386.28 4 8,695.93 3 1,259.99
LIABILITIES AND EQUITY
LIABILITIES
Financial liabilities
Derivative financial instruments 12 - - - 31.52 -
Debt securities 13 1 5,109.33 13,873.11 1 4,181.29 1 0,223.43 8,998.50
Borrowings (other than debt securities) 14 3 7,075.65 2 6,957.90 3 1,081.96 2 4,766.47 13,963.11
Lease liabilities 15 402.40 285.50 284.11 236.31 242.90
Other financial liabilities 16 492.14 517.15 481.30 554.23 160.65
Total financial liabilities 5 3,079.52 4 1,633.66 4 6,028.66 3 5,811.96 2 3,365.16
Non-financial liabilities
Current tax liabilities (net) 8 46.00 1 05.30 4 5.76 - -
Provisions 17 492.38 3 33.39 4 33.34 302.86 226.70
Other non-financial liabilities 18 268.47 1 86.37 2 89.84 254.64 123.20
Total non-financial liabilities 806.85 625.06 768.94 557.50 349.90
EQUITY
Equity share capital 19 377.88 3 77.88 377.88 399.31 304.53
Other equity 20 1 6,895.84 1 5,553.86 1 6,210.80 1 1,927.16 7,240.40
Total equity 1 7,273.72 1 5,931.74 1 6,588.68 1 2,326.47 7 ,544.93
Total liabilities and equity 7 1,160.09 5 8,190.46 6 3,386.28 4 8,695.93 3 1,259.99
Summary of material accounting policies 2
The above Statement should be read with Annexure V- Material accounting policies and explanatory notes to Restated financial statements and Annexure VI- Statement of Restatement Adjustment to
Audited financial statements.
In terms of our report attached
For S S Kothari Mehta & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
FRN: 000756N / N500441
per Vijay Kumar Sanjay Sharma Krishan Gopal Vipul Sharma Govinda Rajulu Chintala
Partner Managing Director Chief Financial Officer Company Secretary Chairperson and Independent Director
Membership No: 092671 DIN: 03337545 M. No: A27737 DIN: 03622371
New Delhi Gurugram Gurugram Nagpur Nairobi
November 30, 2025 November 30, 2025 November 30, 2025 November 30, 2025 November 30, 2025
308Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure II-Restated Statement of Profit and Loss
(All amounts in Indian Rupees millions, unless otherwise stated)
Six months ended Six months ended Year ended Year ended Year ended
Particulars Notes
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Revenue from operations
Interest income 21 7,338.30 6,402.39 13,259.64 9,486.86 5,664.85
Fees and commission income 23 326.86 250.04 544.17 478.64 254.80
Net gain on derecognition of financial instruments under
22 2 93.24 17.01 375.93 1 89.48 1 25.10
amortised cost category
Net gain on fair value changes 24 476.74 252.96 417.58 247.20 189.50
Total revenue from operations 8,435.14 6,922.40 14,597.32 10,402.18 6,234.25
Other income 25 195.08 248.05 452.55 315.32 199.10
Total income 8,630.22 7,170.45 15,049.87 10,717.50 6,433.35
Expenses
Finance cost 26 2,588.64 2,292.57 4,680.03 3,265.31 1,979.60
Net loss on fair value changes 27 307.53 62.59 36.21 61.80 65.70
Impairment on financial instruments 28 1,729.25 1,013.90 2,888.26 1,314.01 733.50
Employee benefit expenses 29 2,365.65 1,739.09 3,796.37 2,752.11 2,122.00
Depreciation and amortization expense 10 113.43 97.63 221.61 145.44 114.47
Other expenses 30 699.94 523.58 1,177.27 900.27 704.12
Total expenses 7,804.44 5,729.36 12,799.75 8,438.94 5,719.39
Profit / (Loss) before tax 825.78 1,441.09 2,250.12 2,278.56 713.96
Tax expense:
Current tax 150.97 445.72 665.52 706.29 145.32
Deferred tax charge/(credit) 28.84 (82.63) (167.92) (144.52) 169.91
Income tax expense 179.81 363.09 497.60 561.77 315.23
Profit / (Loss) for the year / period (A) 645.97 1,078.00 1,752.52 1,716.79 398.73
Other comprehensive (loss) / income
Items that will not be reclassified subsequently to profit or loss
Re-measurement gains/ (losses) on defined benefit plans (4.36) (11.56) (9.72) (5.61) 39.90
Income tax effect 1.11 2.90 2.49 1.50 (10.02)
Other comprehensive (loss) / income (B) (3.25) (8.66) (7.23) (4.11) 29.88
Total comprehensive income / (loss) for the year / period (A+B) 642.72 1,069.34 1,745.29 1,712.68 428.61
Earnings per share (equity share, par value of Rs. 2 each)
Basic (in Rs)* 3.37 6.09 9.51 10.62 2.57
Diluted (in Rs)* 3.32 5.97 9.34 10.50 2.54
Face value per share (in Rs)** 2.00 2.00 2.00 2.00 2.00
* Not annualised for September 30, 2025 & September 30, 2024
**Face value reduced from Rs. 10 to Rs. 2 as a result of subdivision of shares. Refer Note 32.1
Summary of material accounting policies 2
TheaboveStatementshouldbereadwithAnnexureV-MaterialaccountingpoliciesandexplanatorynotestoRestatedfinancialstatementsandAnnexureVI-StatementofRestatementAdjustmentto
Audited financial statements.
In terms of our report attached
For S S Kothari Mehta & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
FRN: 000756N / N500441
per Vijay Kumar Sanjay Sharma Krishan Gopal Vipul Sharma Govinda Rajulu Chintala
Partner Managing Director Chief Financial Officer Company Secretary Chairperson and Independent Director
Membership No: 092671 DIN: 03337545 M. No: A27737 DIN: 03622371
New Delhi Gurugram Gurugram Nagpur Nairobi
November 30, 2025 November 30, 2025 November30 ,20 25 November 30, 2025 November 30, 2025
309Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure III-Restated Statement of Cash Flows
(All amounts in Indian Rupees millions, unless otherwise stated)
Six months ended Six months ended Year ended Year ended Year ended
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Cash flow from operating activities
Profit / (Loss) before tax 825.78 1441.09 2250.12 2278.56 7 13.96
Adjustments for:
Depreciation and impairment of PPE 5 1.10 4 5.13 1 09.61 5 0.85 4 1.27
Depreciation on right of use assets 6 2.33 5 2.50 1 12.00 9 4.59 7 3.20
Loss/ (Gain) on fair value of cross currency swap ( 314.14) 6 .92 ( 33.93) 6 2.16 ( 3.90)
Unrealised (gain) / loss on investments in mutual fund - - - - ( 1.36)
Profit on sale of mutual fund units ( 162.60) ( 197.29) ( 383.65) ( 210.10) ( 118.54)
Impairment of financial instruments 2 39.75 2 40.22 8 24.07 7 68.00 2 08.50
Gain on Early Termination of lease ( 1.40) ( 2.12) ( 4.98) ( 2.59) -
Provision on Investment created - - 2 90.51 2 .50 -
Loans and advances written off 1 ,462.03 7 83.51 2 ,162.81 5 53.14 5 00.00
Loss on settlement 2 7.47 9 .40 2 9.30 1 6.81 2 5.00
(Profit)/loss on sale of property, plant and equipment (net) ( 0.49) ( 0.35) ( 0.37) 0 .50 -
Expense on employee stock option scheme 4 2.32 3 7.47 9 2.41 4 6.99 5 7.06
Unrealised Interest income on security deposit ( 2.09) ( 2.11) ( 4.05) ( 6.32) ( 1.40)
Interest on leases liabilities 2 8.79 1 9.41 4 5.72 2 2.11 3 1.60
Interest on Income Tax refund - - ( 8.48) -
Operating profit before working capital changes 2 ,258.85 2 ,433.78 5 ,481.09 3 ,677.20 1 ,525.39
Movements in working capital:
(Increase)/Decrease in bank balances not considered as cash and cash
( 210.72) 1 28.81 ( 30.61) ( 822.54) 1 ,029.54
equivalents
(Increase) / Decrease in loan portfolio ( 6,074.41) ( 6,164.16) ( 12,487.07) ( 15,814.73) ( 9,410.83)
(Increase) / Decrease in other financial assets ( 223.25) ( 13.20) ( 300.40) ( 82.67) ( 159.52)
(Increase) / Decrease in other non financial assets ( 94.90) ( 24.00) ( 157.11) ( 29.37) 1 2.10
Increase / (Decrease) in other financial liabilities (excluding lease liabilities) 9 .97 ( 32.94) ( 67.03) 3 90.24 ( 167.10)
Increase in derivative financial instruments - - - - ( 69.60)
Increase / (Decrease) in other non financial liabilities ( 21.28) ( 68.27) 3 5.20 1 31.43 5 9.75
Increase / (Decrease) in provisions 5 4.74 1 8.97 1 20.76 7 0.55 6 5.04
Cash used in operations ( 4,301.00) ( 3,721.01) ( 7,405.16) ( 12,479.89) ( 7,115.23)
Income taxes paid ( 247.76) ( 467.44) ( 712.62) ( 748.37) ( 88.67)
Net cash used in operating activities (A) ( 4,548.76) ( 4,188.45) ( 8,117.78) ( 13,228.26) ( 7,203.90)
Cash flow from investing activities
Purchase of property, plant and equipment, excluding right of use assets ( 88.14) ( 103.68) ( 168.93) ( 116.13) ( 44.29)
Sale of property, plant and equipment, excluding right of use assets 2 .40 1 .21 1 .29 0 .46 -
Purchase of investments ( 50,811.37) ( 53,650.26) ( 1,11,739.50) ( 71,885.00) ( 37,438.10)
Sale of investments 5 0,749.48 5 3,726.03 1 ,11,521.10 7 2,831.11 3 8,264.50
Net cash used in investing activities (B) ( 147.63) ( 26.70) ( 386.04) 8 30.44 7 82.11
Cash flow from financing activities
Proceeds from issue of equity shares (including securities premium net of issue
- 2 ,498.51 2 ,424.56 3 ,020.87 -
expenses)
Amount received from issue of share warrants - - - 0 .95 -
Proceeds from issue of debt securities 3 ,750.00 6 ,240.00 9 ,290.00 6 ,787.00 4 ,926.51
Redemption of debt securities ( 2,821.96) ( 2,590.32) ( 5,332.14) ( 5,562.07) ( 5,150.31)
Proceeds from borrowings (other than debt securities) 1 6,074.73 1 2,859.98 2 8,316.00 2 8,395.00 1 2,677.23
Repayment of borrowings (other than debt securities) ( 10,081.04) ( 10,731.19) ( 22,000.51) ( 17,591.63) ( 4,736.35)
Payment of lease liabilities (including interest) ( 85.74) ( 66.18) ( 148.50) ( 112.70) ( 97.40)
Net cash generated from financing activities (C) 6 ,835.99 8 ,210.80 1 2,549.41 1 4,937.42 7 ,619.68
Net increase / (decrease) in cash and cash equivalents (A + B + C) 2 ,139.60 3 ,995.65 4 ,045.59 2 ,539.60 1 ,197.89
Cash and cash equivalents at the beginning of the period/year 9 ,311.58 5 ,265.89 5 ,265.89 2 ,726.29 1 ,528.40
Cash and cash equivalents at the end of the year/period (refer note 3) 1 1,451.18 9 ,261.54 9 ,311.58 5 ,265.89 2 ,726.29
310Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure III-Restated Statement of Cash Flows
(All amounts in Indian Rupees millions, unless otherwise stated)
As at As at Year ended Year ended Year ended
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Components of cash and cash equivalents as at the end of the period
Cash in hand 1 01.41 7 1.22 1 12.40 9 2.02 4 9.31
Balance with banks - on current account 4 ,222.55 2 ,136.70 4 ,048.73 2 ,271.41 3 73.66
Deposits with original maturity of less than or equal to 3 months 7 ,127.22 7 ,053.62 5 ,150.45 2 ,902.46 2 ,303.32
Total cash and cash equivalents 1 1,451.18 9 ,261.54 9 ,311.58 5 ,265.89 2 ,726.29
Note:
The above cash flow statement has been prepared under the "Indirect Method" as set out in Indian Accounting Standard (Ind AS) 7 - "Statement of Cash Flows".
Summary of material accounting policies 2
TheaboveStatementshouldbereadwithAnnexureV-MaterialaccountingpoliciesandexplanatorynotestoRestatedfinancialstatementsandAnnexureVI-StatementofRestatementAdjustmenttoAudited
financial statements.
In terms of our report attached
For S S Kothari Mehta & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
FRN: 000756N / N500441
per Vijay Kumar Sanjay Sharma Krishan Gopal Vipul Sharma Govinda Rajulu Chintala
Partner Managing Director Chief Financial Officer Company Secretary Chairperson and Independent Director
Membership No: 092671 DIN: 03337545 M. No: A27737 DIN: 03622371
New Delhi Gurugram Gurugram Nagpur Nairobi
November 30, 2025 November 30, 2025 November 30, 2025 November 30, 2025 November 30, 2025
311Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure IV-Restated Statement of changes in equity
(All amounts in Indian Rupees millions, unless otherwise stated)
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Equity shares of Rs. 2 each for September 30, 2025 & March 31, 2025 & Rs.10 each for
September 30, 2024, March 31, 2024 and March 31, 2023 issued, subscribed and fully paid No. of shares Amount No. of shares Amount No. of shares Amount No. of shares Amount No. of shares Amount
Balance at the beginning of the reporting year/period 1 9,17,41,570 3 83.48 4 8,30,520 4 8.31 4 8,30,520 4 8.31 4 8,30,500 4 8.31 4 8,30,500 4 8.31
Effect of Split on the opening number of outstanding shares (Refer note No. 19.1) - - - - 1 ,93,22,080 -
Changes in share capital due to prior period errors - - - - - - - - - -
Amount recoverable from ESOP Trust (For the period ended September 30, 2025 & for the year
ended March 31, 2025 28,01,470 shares of Rs.2 face value and For the period ended September
30, 2024 & for the year ended March 31, 2024 and March 31, 2023 5,60,294 shares of Rs.10 face (28,01,470) (5.60) (5,60,294) (5.60) (5,60,294) ( 5.60) ( 5,60,294) (5.60) ( 5,60,294) (5.60)
value each) held by trust
Effect of Split on the number of shares held by trust - - - - (22,41,176) - - - - -
Restated balance at the beginning of the current/previous Reporting period/year 1 8,89,40,100 3 77.88 4 2,70,226 4 2.70 2 ,13,51,130 4 2.70 4 2,70,206 4 2.70 4 2,70,206 4 2.70
Changes in share capital during the period/year - - 3 ,35,17,794 3 35.18 3 ,35,17,794 3 35.18 2 0.00 0 .00 - -
Additional shares pursuant to share split during the period/year - - - - 1 3,40,71,176 - - - - -
Balance at the end of the reporting period/year 1 8,89,40,100 3 77.88 3 ,77,88,020 3 77.88 1 8,89,40,100 3 77.88 4 2,70,226 4 2.70 4 2,70,206 4 2.70
Compulsorily Convertible Cumulative Preference Shares (CCPS)
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Preference shares of Rs. 10 each issued, subscribed and fully paid No. of shares Amount No. of shares Amount No. of shares Amount No. of shares Amount No. of shares Amount
Balance at the beginning of the reporting period/year - - 2 ,61,82,448 2 61.82 2 ,61,82,448 2 61.82 2 ,61,82,448 2 61.82 2 ,61,82,448 261.82
Changes in share capital due to prior period errors - - - - - - - - - -
Restated balance at the beginning of the current/previous Reporting period/year - - 2,61,82,448 261.82 2 ,61,82,448 261.82 2 ,61,82,448 2 61.82 2 ,61,82,448 2 61.82
Changes in share capital during the period/year - - ( 2,61,82,448) ( 261.82) ( 2,61,82,448) ( 261.82) - - - -
Balance at the end of the reporting period/year - - - - - - 2 ,61,82,448 2 61.82 2 ,61,82,448 2 61.82
Compulsorily Convertible Cumulative Preference Shares (CCPS)
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Preference shares of Rs. 20 each issued, subscribed and fully paid* No. of shares Amount No. of shares Amount No. of shares Amount No. of shares Amount No. of shares Amount
Balance at the beginning of the reporting period/year - - 47,39,244 94.78 4 7,39,244 94.78 - - - -
Changes in share capital due to prior period errors - - - - - - - - - -
Restated balance at the beginning of the current/previous Reporting period/year - - 47,39,244 94.78 4 7,39,244 94.78 - - - -
Changes in share capital during the period/year - - (47,39,244) ( 94.78) ( 47,39,244) (94.78) 4 7,39,244 9 4.78 - -
Balance at the end of the reporting period/year - - - - - - 4 7,39,244 9 4.78 - -
Total Equity Share Capital 1 8,89,40,100 3 77.88 3 ,77,88,020 3 77.88 1 8,89,40,100 3 77.88 3 ,51,91,918 3 99.31 3 ,04,52,654 3 04.53
312Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure IV-Restated Statement of changes in equity
(All amounts in Indian Rupees millions, unless otherwise stated)
B. Other equity
Reserves and Surplus
Statutory reserve
Particulars Share option Retained Total
Security Premiumunder section 45IC Other comprehensive income Share warrants
Outstanding account earnings
of RBI Act
Balance at April 01, 2025 1 1,966.43 9 26.11 3 11.46 2 ,983.05 2 3.75 - 16,210.80
Change in accounting policy or prior period errors - - - - - - -
Restated balance at April 01, 2025 1 1,966.43 9 26.11 3 11.46 2 ,983.05 2 3.75 - 1 6,210.80
Profit for the six months - - - 645.97 - - 6 45.97
Transfer to / (from) statutory reserve under 45IC of RBI Act 1934 - 1 29.18 - ( 129.18) - - -
Other comprehensive income for the six months - - - - ( 3.25) - ( 3.25)
Transfer to / from share option outstanding account - - 4 2.32 - - - 42.32
Utilisation / lapses of share option outstanding - - - - - - -
Balance at the end of September 30, 2025 1 1,966.43 1 ,055.29 3 53.78 3 ,499.84 2 0.50 - 1 6,895.84
Balance at April 01, 2024 9 ,519.49 5 83.60 2 19.05 1 ,573.04 3 0.98 0.95 11,927.16
Change in accounting policy or prior period errors - - - - - - -
Restated balance at April 01, 2024 9 ,519.49 5 83.60 2 19.05 1 ,573.04 3 0.98 0 .95 11,927.16
Profit for the six months - - - 1,078.00 - - 1,078.00
Transfer to / (from) statutory reserve under 45IC of RBI Act 1934 - 2 15.60 - ( 215.60) - - -
Other comprehensive income for the six months - - - - ( 8.66) - ( 8.66)
Transfer to / from share option outstanding account - - 3 7.47 - - - 37.47
Utilisation / lapses of share option outstanding - - - - - - -
Premium on Issue of share capital 2 ,520.89 - - - - - 2,520.89
Share warrants converted into Equity shares of Rs. 10 each - - - - - ( 0.95) ( 0.95)
Balance at the end of September 30, 2024 1 2,040.38 7 99.20 2 56.52 2 ,435.44 - 2 2.32 - 1 5,553.86
313Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure IV-Restated Statement of changes in equity
(All amounts in Indian Rupees millions, unless otherwise stated)
Reserves and Surplus
Statutory reserve
Particulars Share option Retained Total
Security Premiumunder section 45IC Other comprehensive income Share warrants
outstanding account earnings
of RBI Act
Balance as at April 01, 2022 6 ,593.40 151.30 115.00 ( 110.18) 5 .21 - 6,754.73
Change in accounting policy or prior period errors - - - - - - -
Restated balance as at April 01, 2022 6 ,593.40 1 51.30 1 15.00 ( 110.18) 5 .21 - 6,754.73
Profit for the year - - - 398.73 - - 3 98.73
Transfer to / (from) statutory reserve under 45IC of RBI Act 1934 - 1 10.00 - ( 110.00) - - -
Other comprehensive income for the year - - - - 2 9.88 - 29.88
Transfer to / from share option outstanding account - - 5 7.06 - - - 57.06
Balance at the end of the reporting year 2023 6 ,593.40 261.30 1 72.06 178.55 3 5.09 - 7,240.40
Change in accounting policy or prior period errors - - - - - -
Restated balance at the end of the reporting year 2023 6 ,593.40 261.30 172.06 178.55 3 5.09 - 7,240.40
Profit for the year - - - 1,716.79 - - 1,716.79
Transfer to / (from) statutory reserve under 45IC of RBI Act 1934 - 322.30 - ( 322.30) - - -
Other comprehensive income for the year - - - - ( 4.11) - ( 4.11)
Transfer to / from share option outstanding account - - 4 6.99 - - - 46.99
Premium on Issue of share capital 2 ,926.09 - - - - - 2,926.09
Money received against share warrants - - - - - 0.95 0.95
Balance at the end of the reporting year 2024 9 ,519.49 583.60 219.05 1 ,573.04 3 0.98 0.95 11,927.16
Change in accounting policy or prior period errors - - - - - -
Restated balance at the end of the reporting year 2024 9 ,519.49 583.60 219.05 1 ,573.04 3 0.98 0.95 11,927.16
Profit for the year - - - 1,752.52 - - 1,752.52
Transfer to / (from) statutory reserve under 45IC of RBI Act 1934 - 3 42.51 - ( 342.51) - - -
Other comprehensive income for the year - - - - ( 7.23) - ( 7.23)
Transfer to / from share option outstanding account - - 9 2.41 - - - 92.41
Premium on Issue of share capital 2 ,446.94 - - - - - 2,446.94
Conversion of share warrants into equity shares - - - - - ( 0.95) ( 0.95)
Balance at the end of the reporting year 2025 11,966.43 9 26.11 311.46 2 ,983.05 23.75 - 1 6,210.80
Summary of material accounting policies
The above Statement should be read with Annexure V- Material accounting policies and explanatory notes to Restated financial statements and Annexure VI- Statement of Restatement Adjustment to Audited financial statements.
In terms of our report attached
For S S Kothari Mehta & Co. LLP
Chartered Accountants
FRN: 000756N / N500441
per Vijay Kumar Sanjay Sharma Krishan Gopal Vipul Sharma Govinda Rajulu Chintala
Partner Managing Director Chief Financial Officer Company Secretary Chairperson and Independent Director
Membership No: 092671 DIN: 03337545 M. No: A27737 DIN: 03622371
New Delhi Gurugram Gurugram Nagpur Nairobi
November 30, 2025 November 30, 2025 November 30, 2025 November 30, 2025 November 30, 2025
314Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V- Material accounting policies and explanatory notes to Restated financial statements
(All amounts in Indian Rupees millions, unless otherwise stated)
1 General information
AyeFinanceLimited(Formerlyknownas AyeFinancePrivateLimited)“theCompany”wasincorporatedtocarryonthebusinessofafinancecompanyandtoprovidefinance(whethershortorlong
termloanorworkingcapitalfinance,developmentfinance,factoring,leasing,guaranteesoranyotherdebtrelatedfunding)tomicro,smallandmediumscaleenterprisesandtoindividuals.OnJuly18,
2014,theCompanyreceivedacertificateofregistrationfromtheReserveBankofIndiavideregistrationno.B-14.03323underSection45-IAoftheReserveBankofIndiaAct,1934tocarryonthe
businessofaNon-BankingFinancialCompany(NBFC)withoutacceptanceofpublicdeposits.TheCompanyiscurrentlyasystemicallyimportantnondeposittakingNonBankingFinanceCompany(ND-
NBFC)asdefinedunderSection45–IAoftheReserveBankOfIndiaAct,1934.Accordingly,allprovisionsoftheReserveBankofIndiaAct,1934andalldirections,guidelinesorinstructionsofthe
ReserveBankofIndiathathavebeenissuedfromtimetotimeandareinforceandasapplicabletoaNondeposittakingNon-BankingFinancialCompanyareapplicabletotheCompany.Theregistered
office of the Company is situated in Delhi.
The Company has issued debentures on a private placement basis and the said securities are listed with Bombay Stock Exchange (BSE) on Debt market segment.
TheCompany’sRestatedFinancialStatementsforthesixmonthsended30September2025and30September2024andfortheyearsended31March2025,31March2024,and31March2023were
approved for issue by the Board of Directors, in accordance with resolution passed on November 30, 2025
PursuanttoresolutionsdatedOctober16,2024andOctober17,2024passedbyourBoardandourShareholdersrespectively,thenameofourCompanywaschangedto'AyeFinanceLimited'.Afresh
certificate of incorporation dated December 10, 2024 was issued by the ROC consequent to our Company’s conversion into a public limited company.
2 Material accounting policies:
2.1 Statement of compliance:
ThefinancialstatementshavebeenpreparedinaccordancewiththeprovisionsoftheCompaniesAct,2013andtheIndianAccountingStandards(IndAS)notifiedundertheCompanies(Indian
AccountingStandards)Rules,2015(asamendedfromtimetotime)issuedbyMinistryofCorporateAffairsinexerciseofthepowersconferredbysection133ofCompaniesAct,2013,(the'Act'),other
relevantprovisionsoftheAct.Inaddition,theguidancenotes/announcementsissuedbytheInstituteofCharteredAccountantsofIndia(ICAI)arealsoappliedexceptwherecompliancewithother
statutory promulgations require a different treatment. Any directions issued by the RBI or other regulators are implemented as and when they become applicable.
2.2 Basis of preparation:
Thefinancialstatementshavebeenpreparedonagoingconcernbasisthehistoricalcostbasisexceptforcertainfinancialinstrumentsthataremeasuredatfairvaluesattheendofeachreporting
period.
TheRestatedfinancialinformation comprisetheRestatedStatementofAssetsandLiabilitiesasatSeptember30,2025,September30,2024,March31,2025,March31,2024andMarch31,2023,the
Restated StatementofProfit&Lossaccount(includingOtherComprehensiveIncome),theRestated StatementofCashFlowsandtheRestated StatementofChangesinEquityforperiodsended
September30,2025,September30,2024andyearsendedMarch31,2025,March31,2024andMarch31,2023;andmaterialaccountingpoliciesandotherexplanatoryinformationtotheRestated
financialstatement(collectively,the‘Restated financialStatementsorRestated financialinformation),hasbeenspecificallypreparedbythemanagementforinclusionintheRedHerringProspectus
(the“RHP”)andProspectus(togetherreferredas“OfferDocument”)tobefiledbytheCompanywiththeSecuritiesandExchangeBoardofIndia(“SEBI”)andNationalStockExchangeofIndiaLimited
andBSELimited,wheretheEquitySharesareproposedtobelisted(the“StockExchanges”)inconnectionwiththeproposedInitialPublicOffer(‘IPO’)ofequitysharesoftheCompany(referredtoasthe
“Issue”), in accordance with the requirements of:-
a. Section 26 of Part I of Chapter III of the Companies Act 2013 (the “Act”) and
b.RelevantprovisionsofTheSecuritiesandExchangeBoardofIndia(IssueofCapitalandDisclosureRequirements)Regulations,2018,asamended(“theSEBIICDRRegulations”)issuedbytheSecurities
and Exchange Board of India ('SEBI') on September 11, 2018 as amended from time to time in pursuance of the Securities and Exchange Board of India Act, 1992.
c. The Guidance Note on Report in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India.
2.3 Presentation of financial statements:
ThefinancialstatementshavebeenpreparedinaccordancewithIndianAccountingStandards(IndAS)aspertheCompanies(IndianAccountingStandards)Rules,2015asamendedfromtimetotime
andnotifiedundersection133oftheCompaniesAct,2013(theAct)alongwithotherrelevantprovisionsoftheActandtheMasterDirection-ReserveBankofIndia(Non-BankingFinancialCompany-
Scale Based Regulations) Directions, 2023. , as amended (‘the NBFC Master Directions’) issued by RBI. The financial statements have been prepared on a going concern basis.
TheCompanyusesaccrualbasisofaccountingexceptincaseofsignificantuncertainties.ThefinancialstatementsarepresentedinIndianRupees(INR)andallvaluesareroundedtothemillionsupto
twodecimals,exceptwhenotherwiseindicated.TheregulatorydisclosuresasrequiredbyRBIMasterDirectionstobeincludedasapartoftheNotestoAccountsarealsopreparedaspertheIndAS
financial statements.
TheCompanypresentsitsbalancesheetinorderofliquidity.Financialassetsandfinancialliabilitiesaregenerallyreportedgrossinthebalancesheet.Theyareonlyoffsetandreportednetwhen,in
additiontohavinganunconditionallegallyenforceablerighttooffsettherecognisedamountswithoutbeingcontingentonafutureevent,thepartiesalsointendtosettleonanetbasisinallofthe
following circumstances:
(a) The normal course of business
(b) The event of default
(c) The event of insolvency or bankruptcy of the Group and / or its counterparties
315Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V- Material accounting policies and explanatory notes to Restated financial statements
(All amounts in Indian Rupees millions, unless otherwise stated)
2.4 Revenue recognition:
RevenueisrecognisedtotheextentthatitisprobablethattheeconomicbenefitswillflowtotheCompanyandtherevenuecanbereliablymeasuredandthereexistsreasonablecertaintyofits
recovery. Revenue is measured at the fair value of the consideration received or receivable as reduced for estimated customer credits and other similar allowances.
(a) Interest income
EIR method
UnderIndAS109,interestincomeisrecordedusingtheeffectiveinterestratemethodforallfinancialinstrumentsmeasuredatamortisedcostandfinancialinstrumentmeasuredatfairvaluethrough
othercomprehensiveincome('FVOCI')andfairvaluethroughprofitandloss(FVTPL).TheEIRistheratethatexactlydiscountsestimatedfuturecashreceiptsthroughtheexpectedlifeofthefinancial
instrument or, when appropriate, a shorter period, to the net carrying amount of the financial asset. For financial assets at FVTPL transaction costs are recognised in profit or loss at initial recognition.
TheEIR(andtherefore,theamortisedcostoftheasset)iscalculatedbytakingintoaccountanydiscountorpremiumonacquisition,feesandcoststhatareanintegralpartoftheEIR.TheCompany
recognises interest income using a rate of return that represents the best estimate of a constant rate of return over the expected life of the financial instrument.
TheinterestincomeiscalculatedbyapplyingtheEIRtothegrosscarryingamountofnon-creditimpairedfinancialassets(i.e.attheamortisedcostofthefinancialassetbeforeadjustingforany
expected credit loss allowance). For credit-impaired financial assets the interest income is recorded as and when realised.
Ifexpectationsregardingthecashflowsonthefinancialassetarerevisedforreasonsotherthancreditrisk,theadjustmentisbookedasapositiveornegativeadjustmenttothecarryingamountofthe
asset in the balance sheet with an increase or reduction in interest income. The adjustment is subsequently amortised through Interest income in the statement of profit and loss.
(b) Net gain or fair value changes
Anydifferencesbetweenthefairvaluesofthefinancialassetsclassifiedasfairvaluethroughtheprofitorloss,heldbytheCompanyonthebalancesheetdateisrecognisedasanunrealisedgain/lossin
the statement of profit and loss.
(c) Net gain / (loss) on de recognition of financial instruments under amortised cost category
Gainsarisingoutofdirectassignmenttransactionscomprisethedifferencebetweentheinterestontheloanportfolioandtheapplicablerateatwhichthedirectassignmentisenteredintowiththe
assignee,alsoknownastherightofExcessInterestSpread(EIS).ThefutureEISbasisthescheduledcashflows,onexecutionofthetransaction,discountedattheapplicablerateenteredintowiththe
assignee is recorded upfront in statement of profit and loss.
Incomefromdirectassignmenttransactionrepresentsthedifferencebetweenthecarryingamountoftheasset(orthecarryingamountallocatedtotheportionoftheassetde-recognised)and
consideration received (including any new asset obtained less any new liability).
(d) Other operational revenue:
Otheroperationalrevenuerepresentsincomeearnedfromtheactivitiesincidentaltothebusinessandisrecognisedwhentherighttoreceivetheincomeisestablishedasperthetermsofthecontract.
This includes cheque bouncing charges, late payment charges and prepayment charges etc. which are recorded as and when realised.
The Company recognises revenue from contracts with customers based on a five-step model as set out in IndAS 115:
Step1:Identifycontract(s)withacustomer:Acontractisdefinedasanagreementbetweentwoormorepartiesthatcreatesenforceablerightsandobligationsandsetsoutthecriteriaforevery
contract that must be met.
Step 2: Identify performance obligations in the contract: A performance obligation is a promise in a contract with a customer to transfer a good or service to the customer.
Step3:Determinethetransactionprice:ThetransactionpriceistheamountofconsiderationtowhichtheCompanyexpectstobeentitledinexchangefortransferringpromisedgoodsorservicestoa
customer, excluding amounts collected on behalf of third parties.
Step4:Allocatethetransactionpricetotheperformanceobligationsinthecontract:Foracontractthathasmorethanoneperformanceobligation,theCompanyallocatesthetransactionpricetoeach
performance obligation in an amount that depicts the amount of consideration to which the Company expects to be entitled in exchange for satisfying each performance obligation.
Step 5: Recognise revenue when (or as) the Company satisfies a performance obligation.
RevenuefromcontractswithcustomersisrecognisedwhencontrolofthegoodsorservicesaretransferredtothecustomeratanamountthatreflectstheconsiderationtowhichtheCompanyexpects
to be entitled in exchange for those goods or services.
Income from other financial charges including cheque bouncing charges, foreclosure charges are collected from loan customers for early payment/closure of loan and are recognised on realisation.
(e) Insurance claims:
Insuranceclaimsareaccountedforonthebasisofclaimsadmitted/expectedtobeadmittedandtotheextentthattheamountrecoverablecanbemeasuredreliablyanditisreasonabletoexpect
ultimate collection.
316Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V- Material accounting policies and explanatory notes to Restated financial statements
(All amounts in Indian Rupees millions, unless otherwise stated)
2.5 Leases:
The Company evaluates each contract or arrangement, whether it qualifies as lease as defined under Ind AS 116
The Company as a lessee
TheCompany’sleaseassetclassesprimarilyconsistofleasesforitsvariousofficespaces.TheCompanyassesseswhetheracontractcontainsalease,atinceptionofacontract.Acontractis,orcontains,
aleaseifthecontractconveystherighttocontroltheuseofanidentifiedassetforaperiodoftimeinexchangeforconsideration.Toassesswhetheracontractconveystherighttocontroltheuseofan
identifiedasset,theCompanyassesseswhether:(i)thecontractinvolvestheuseofanidentifiedasset(ii)theCompanyhassubstantiallyalloftheeconomicbenefitsfromuseoftheassetthroughthe
period of the lease and (iii) the Company has the right to direct the use of the asset.
Atthedateofcommencementofthelease,theCompanyrecognizesaright-of-useasset(“ROU”)andacorrespondingleaseliabilityforallleasearrangementsinwhichitisalessee.Thecompanyhas
not exercised the exemption to exclude short term leases or low value leases.
Certainleasearrangementsincludestheoptionstoextendorterminatetheleasebeforetheendoftheleaseterm.ROUassetsandleaseliabilitiesincludestheseoptionswhenitisreasonablycertain
that they will be exercised.
Theright-of-useassetsareinitiallyrecognizedatcost,whichcomprisestheinitialamountoftheleaseliabilityadjustedforanyleasepaymentsmadeatorpriortothecommencementdateofthelease
plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.
Right-of-useassetsaredepreciatedfromthecommencementdateonastraight-linebasisovertheshorteroftheleasetermandusefullifeoftheunderlyingasset.Rightofuseassetsareevaluatedfor
recoverabilitywhenevereventsorchangesincircumstancesindicatethattheircarryingamountsmaynotberecoverable.Forthepurposeofimpairmenttesting,therecoverableamount(i.e.thehigher
ofthefairvaluelesscosttosellandthevalue-in-use)isdeterminedonanindividualassetbasisunlesstheassetdoesnotgeneratecashflowsthatarelargelyindependentofthosefromotherassets.In
such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.
Theleaseliabilityisinitiallymeasuredatamortizedcostatthepresentvalueofthefutureleasepayments.Theleasepaymentsarediscountedusingtheinterestrateimplicitintheleaseor,ifnotreadily
determinable,usingtheincrementalborrowingratespertainingtothecompany.LeaseliabilitiesareremeasuredwithacorrespondingadjustmenttotherelatedrightofuseassetiftheCompany
changes its assessment if whether it will exercise an extension or a termination option.
Lease liability and ROU asset have been separately presented in the balance sheet and lease payments have been classified as financing cash flows.
2.6 Employee benefits:
Employee benefits include provident fund, employee state insurance scheme, gratuity fund and compensated absences.
(a) Short term employee benefits:
Employeebenefitsfallingduewhollywithintwelvemonthsofrenderingtheserviceareclassifiedasshorttermemployeebenefitsandareexpensedintheperiodinwhichtheemployeerendersthe
related service. Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.
(b) Post employment benefits:
(i) Defined contribution plan
TheCompany'scontributiontoEmployeeProvidentFund,EmployeeStateInsuranceSchemeandLabourWelfareFundundertherelevantActsareconsideredasdefinedcontributionplansandare
charged as an expense based on the amount of contribution required to be made and when services are rendered by the employees.
(ii) Defined benefit plan
BenefitspayabletoeligibleemployeesoftheCompanywithrespecttogratuity,adefinedbenefitplanisaccountedforonthebasisofanactuarialvaluationasatthebalancesheetdate.Inaccordance
withthePaymentofGratuityAct,1972,theplanprovidesforlumpsumpaymentstovestedemployeesonretirement,deathwhileinserviceoronterminationofemploymentinanamountequivalent
to15daysbasicsalaryforeachcompletedyearofservice.Vestingoccursuponcompletionoffiveyearsofservice.Thepresentvalueofsuchobligationisdeterminedbytheprojectedunitcreditmethod
andadjustedforpastservicecostandfairvalueofplanassetsasatthebalancesheetdatethroughwhichtheobligationsaretobesettled.Theresultantactuarialgainorlossonchangeinpresentvalue
of the defined benefit obligation is reflected immediately in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur.
(c) Long-term employee benefits
CompensatedabsenceswithrespecttoleaveencashmentbenefitspayabletoemployeesoftheCompanywhileinservice,onretirement,deathwhileinserviceoronterminationofemploymentwith
respecttoaccumulatedleavesoutstandingattheyearendareaccountedforonthebasisofanactuarialvaluationasatthebalancesheetdate.Thedefinedbenefitobligationiscalculatedannuallyby
an actuary using the projected unit credit method.
(d) Termination benefits
TerminationbenefitssuchascompensationunderemployeeseparationschemesarerecognisedasexpensewhentheCompany’sofferoftheterminationbenefitisacceptedorwhentheCompany
recognises the related restructuring costs whichever is earlier.
2.7 Taxation:
Income tax expense represents the sum of the tax currently payable and deferred tax.
(a) Current tax
Thetaxcurrentlypayableisbasedontaxableprofitfortheyear.Taxableprofitdiffersfrom‘profitbeforetax’asreportedinthestatementofprofitandlossbecauseofitemsofincomeorexpensethat
aretaxableordeductibleinotheryearsanditemsthatarenevertaxableordeductible.TheCompany’scurrenttaxiscalculatedusingtaxratesthathavebeenenactedorsubstantivelyenactedbythe
end of the reporting period and is measured in accordance with Income tax Act, 1961, Income Computation and Disclosure Standards and other applicable tax laws.
Currenttaxassetsandliabilitiesareoffsetonlyifthereisalegallyenforceablerighttosetofftherecognisedamounts,anditisintendedtorealisetheassetandsettletheliabilityonanetbasisor
simultaneously.
(b) Deferred tax
Deferredtaxisrecognisedontemporarydifferencesbetweenthecarryingamountsofassetsandliabilitiesinthefinancialstatementsandthecorrespondingtaxbasesusedinthecomputationof
taxableprofit.Deferredtaxliabilitiesaregenerallyrecognisedforalltaxabletemporarydifferences.Deferredtaxassetsaregenerallyrecognisedforalldeductibletemporarydifferencestotheextent
thatitisprobablethattaxableprofitswillbeavailableagainstwhichthosedeductibletemporarydifferencescanbeutilised.Suchdeferredtaxassetsandliabilitiesarenotrecognisedifthetemporary
difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Thecarryingamountofdeferredtaxassetsisreviewedattheendofeachreportingperiodandreducedtotheextentthatitisnolongerprobablethatsufficienttaxableprofitswillbeavailabletoallow
all or part of the asset to be recovered.
317Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V- Material accounting policies and explanatory notes to Restated financial statements
(All amounts in Indian Rupees millions, unless otherwise stated)
Deferredtaxliabilitiesandassetsaremeasuredatthetaxratesthatareexpectedtoapplyintheperiodinwhichtheliabilityissettledortheassetrealised,basedontaxrates(andtaxlaws)thathave
been enacted or substantively enacted by the end of the reporting period.
ThemeasurementofdeferredtaxliabilitiesandassetsreflectsthetaxconsequencesthatwouldfollowfromthemannerinwhichtheCompanyexpects,attheendofthereportingperiod,torecoveror
settle the carrying amount of its assets and liabilities.
Deferredtaxassetsanddeferredtaxliabilitiesareoffsetifalegallyenforceablerightexiststosetoffcurrenttaxassetsagainstcurrenttaxliabilitiesandthedeferredtaxesrelatetothesametaxable
entity and the same taxation authority.
(c) Current tax and deferred tax for the year
Currenttaxanddeferredtaxarerecognisedinstatementofprofitorloss,exceptwhentheyrelatetoitemsthatarerecognisedinothercomprehensiveincomeordirectlyinequity,inwhichcase,the
current and deferred tax are also recognised in other comprehensive income or directly in equity respectively.
2.8 Property, plant and equipment:
(a) Property, plant and equipment
Property,plantandequipmentisstatedatcost,lessaccumulateddepreciationandaccumulatedimpairmentlosses.Theinitialcostofanassetcomprisesitspurchasepriceorconstructioncost,any
costsdirectlyattributabletobringingtheassetintothelocationandconditionnecessaryforittobecapableofoperatinginthemannerintendedbymanagement,theinitialestimateofany
decommissioningobligation,ifany,and,forassetsthatnecessarilytakeasubstantialperiodoftimetogetreadyfortheirintendeduse,financecosts.Costincludesimportdutiesandanynon-refundable
taxesonsuchpurchase,afterdeductingrebatesandtradediscountsandisinclusiveoffreight,duties,taxesandotherincidentalexpenses.Allcostarecapitalizedwhicharedirectlyattributableto
bringingassetstotheconditionandlocationessentialforittooperateinamannerasintendedbythemanagement.Inrespectofassetsdueforcapitalization,wherefinalbills/claimsaretobe
received/passed,thecapitalisationisbasedontheengineeringestimates.Finaladjustments,forcostsanddepreciationaremaderetrospectivelyintheyearofascertainmentofactualcostand
finalisation of claim.
Subsequent expenditure incurred on assets put to use is capitalised only when it increases the future economic benefits / functioning capability from / of such assets.
Capital work in progress includes the cost of property plant and equipment that are not yet ready for their intended use and the cost of assets not put to use before the Balance Sheet date.
(b) Depreciation and amortisation
Depreciationiscalculatedoncostofitemsofproperty,plantandequipmentlesstheirestimatedresidualvaluesovertheirestimatedusefullivesusingthewrittendownvaluemethod,andisgenerally
recognisedinthestatementofprofitandloss.TheCompanyfollowsestimatedusefulliveswhicharegivenunderPartCoftheScheduleIIoftheCompaniesAct,2013.Leaseholdimprovementsare
amortised over the period of lease.
Depreciationonadditiontoproperty,plantandequipmentisprovidedonpro-ratabasisfromthedatetheassetsisacquired/installed.Depreciationonsale/deductionfromproperty,plantand
equipment is provided for up to the date of sale deduction and discernment as the case may be.
Theestimatedusefullifeandamortizationmethodarereviewedattheendofeachreportingperiod,withtheeffectofanychangesinestimatebeingaccountedforonaprospectivebasis.Inrespectof
assets whose useful lives has been revised, the unamortized depreciable amount is charged over the revised remaining useful lives of the assets.
(c) Derecognition of property, plant and equipment
Anitemofproperty,plantandequipmentisderecognisedupondisposalorwhennofutureeconomicbenefitsareexpectedtoarisefromthecontinueduseoftheasset.Anygainorlossarisingonthe
disposal or retirement of an item of property, plant and equipment is recognised in profit or loss.
2.9 Intangible assets / Intangible assets under development:
(a) Recognition and measurement
Intangibleassetswithfiniteusefullivesthatareacquiredseparatelyarecarriedatcostlessaccumulatedamortizationandaccumulatedimpairmentlosses.Amortizationisrecognizedonawrittendown
basisovertheirestimatedusefullives.Theestimatedusefullifeandamortizationmethodarereviewedattheendofeachreportingperiod,withtheeffectofanychangesinestimatebeingaccounted
foronaprospectivebasis.Intangibleassetswithindefiniteusefullivesthatareacquiredseparatelyarecarriedatcostlessaccumulatedimpairmentlosses.Subsequentexpenditureincurredonassets
put to use is capitalised only when it increases the future economic benefits / functioning capability from / of such assets.
(b) Derecognition of Intangible assets
Anintangibleassetisderecognizedondisposal,orwhennofutureeconomicbenefitsareexpectedfromuseordisposal.Gainsorlossesarisingfromderecognitionofanintangibleasset,measuredas
the difference between the net disposal proceeds and the carrying amount of the asset, are recognized in profit or loss when the asset is derecognized.
(c) Useful lives of intangible assets
Estimated useful lives of the intangible asset for the current and comparative periods are as follows:
Computer software: 3 years
(d)OtherIndirectExpensesincurredrelatingtoproject,netofincomeearnedduringtheprojectdevelopmentstagepriortoitsintendeduse,areconsideredaspre-operativeexpensesanddisclosed
under Intangible Assets Under Development.
2.10 Impairment of non financial assets
Attheendofeachreportingperiod,thecompanyreviewsthecarryingamountsofitstangibleandintangibleassetstodeterminewhetherthereisanyindicationthatthoseassetshavesufferedan
impairmentloss.Ifanysuchindicationexists,therecoverableamountoftheassetisestimatedinordertodeterminetheextentoftheimpairmentloss(ifany).Whenitisnotpossibletoestimatethe
recoverableamountofanindividualasset,theCompanyestimatestherecoverableamountofthecash-generatingunittowhichtheassetbelongs.Whenareasonableandconsistentbasisofallocation
canbeidentified,corporateassetsarealsoallocatedtoindividualcash-generatingunits,orotherwisetheyareallocatedtothesmallestgroupofcash-generatingunitsforwhichareasonableand
consistent allocation basis can be identified.
Recoverableamountisthehigheroffairvaluelesscostsofdisposalandvalueinuse.Inassessingvalueinuse,theestimatedfuturecashflowsarediscountedtotheirpresentvalueusingapre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
Ifrecoverableamountofanasset(orcashgeneratingunit)isestimatedtobelessthanitscarryingamount,suchdeficitisrecognisedimmediatelyinthestatementofprofitandlossasimpairmentloss
and the carrying amount of the asset (or cash generating unit) is reduced to its recoverable amount.
Anassessmentismadeannuallyastoseeifthereareanyindicationsthatimpairmentlossesrecognizedearliermaynolongerexistormayhavecomedown.Theimpairmentlossisreversed,iftherehas
beenachangeintheestimatesusedtodeterminetheasset’srecoverableamountsincethepreviousimpairmentlosswasrecognized.Ifitisso,thecarryingamountoftheassetisincreasedtothelower
ofitsrecoverableamountandthecarryingamountthathavebeendetermined,netofdepreciation,hadnoimpairmentlossbeenrecognizedfortheassetinprioryears.Afterareversal,the
depreciationchargeisadjustedinfutureperiodstoallocatetheasset’srevisedcarryingamount,lessanyresidualvalue,onasystematicbasisoveritsremainingusefullife.ReversalsofImpairmentloss
are recognized in the Statement of Profit and Loss.
318Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V- Material accounting policies and explanatory notes to Restated financial statements
(All amounts in Indian Rupees millions, unless otherwise stated)
2.11 Provisions, contingent liabilities and contingent assets:
(a) Provisions
Provisionsarerecognizedwhenthecompanyhasapresentobligation(legalorconstructive)asaresultofapastevent,itisprobablethatthecompanywillberequiredtosettletheobligation,anda
reliable estimate can be made of the amount of the obligation.
Provisionismeasuredusingthecashflowsestimatedtosettlethepresentobligationandwhentheeffectoftimevalueofmoneyismaterial,thecarryingamountoftheprovisionisthepresentvalueof
those cash flows. Reimbursement expected in respect of expenditure required to settle a provision is recognised only when it is virtually certain that the reimbursement will be received.
(b) Contingent liabilities
Contingentliabilitiesaredisclosedwhenthereisapossibleobligationarisingfrompastevents,theexistenceofwhichwillbeconfirmedonlybytheoccurrenceornon-occurrenceofoneormore
uncertainfutureeventsnotwhollywithinthecontroloftheCompanyorapresentobligationthatarisesfrompasteventswhereitiseithernotprobablethatanoutflowofresourceswillberequiredto
settle or a reliable estimate of the amount cannot be made.
(c) Contingent assets
Contingent assets are not recognized in the financial statements, however they are disclosed when an inflow of economic benefits is probable.
2.12 Share-based payment arrangements:
ThestockoptionsgrantedtoemployeespursuanttotheCompany’sStockOptionsSchemes,aremeasuredatthefairvalueoftheoptionsatthegrantdateinaccordancewithINDAS102,Share-based
payments.Thefairvalueoftheoptionsistreatedasdiscountandaccountedasemployeecompensationcostoverthevestingperiodonastraight-linebasis.Theamountrecognisedasexpenseineach
yearisarrivedatbasedonthenumberofgrantsexpectedtovest.Ifagrantlapsesafterthevestingperiod,thecumulativediscountrecognisedasexpenseinrespectofsuchgrantistransferredtothe
general reserve within equity.
ThecompanyhasconstitutedanEmployeeStockOptionPlan2016.ThePlanprovidesforgrantofoptionstoemployeesoftheCompanytoacquireequitysharesoftheCompanythatvestinagraded
manner and that are to be exercised within a specified period.
ThecompanyhasconstitutedanEmployeeStockOptionPlan2020.ThecompanyhastransferredalltheungrantedoptionsunderEmployeeStockOptionPlan2016toEmployeeStockOptionPlan2020
whileoptionsgrantedundertheEmployeeStockOptionPlan2016continuetobegovernedbytheconditionsofEmployeeStockOptionPlan2016.Bothplansprovideforgrantofoptionstoemployees
of the Company to acquire equity shares of the Company that vest in a graded manner and that are to be exercised within a specified period.
2.13 Financial instruments:
Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions of the instrument.
Financialassetsandfinancialliabilitiesareinitiallymeasuredatfairvalue.Transactioncoststhataredirectlyattributabletotheacquisitionorissueoffinancialassetsandfinancialliabilities(otherthan
financialassetsandfinancialliabilitiesatfairvaluethroughprofitorloss)areaddedtoordeductedfromthefairvalueofthefinancialassetsorfinancialliabilities,asappropriate,oninitialrecognition.
Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.
(a) Financial assets
Initial recognition and measurement
All financial assets are recognized initially at fair value and transaction costs that are attributable to the acquisition of the financial asset are adjusted to the fair value on initial recognition.
Subsequent measurement
For the purpose of Subsequent measurement, the Company classifies financial assets in following categories:
(i) Financial assets at amortized cost
(ii) Financial assets at fair value through other comprehensive income (FVTOCI)
(iii) Financial assets at fair value through profit or loss (FVTPL)
Financial assets shall be measured at amortized cost if both of the following conditions are met:
(i) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
(ii) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.
A financial asset shall be measured at fair value through other comprehensive income if both of the following conditions are met:
(i) The asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
(ii) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.
All financial assets not classified as measured at amortized cost or FVTOCI as described above are measured at FVTPL
Subsequent measurement of financial assets
Financialassetsatamortisedcostaresubsequentlymeasuredatamortisedcostusingeffectiveinterestmethod.Theamortisedcostisreducedbyimpairmentlosses.Interestincome,foreignexchange
gains and losses and impairment are recognised in Statement of profit and loss. Any gain and loss on derecognition is recognised in statement of profit and loss.
FinancialinvestmentatFVOCIaresubsequentlymeasuredatfairvalue.Interestincomeundereffectiveinterestmethod,foreignexchangegainsandlossesandimpairmentarerecognisedinStatement
of profit and loss. Other net gains and losses are recognised in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to statement of profit and loss.
Financial assets at FVTPL are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in statement of profit and loss.
Allotherequityinvestmentsaremeasuredatfairvalue,withvaluechangesrecognisedinProfitandloss,exceptforthoseequityinvestmentsforwhichthecompanyhaselectedtopresentthechanges
in fair value through OCI.
De-recognition of financial assets
TheCompanyderecognisesafinancialassetwhenthecontractualrightstothecashflowsfromthefinancialassetexpire,orittransferstherightstoreceivethecontractualcashflowsinatransactionin
whichsubstantiallyalloftherisksandrewardsofownershipofthefinancialassetaretransferredorinwhichtheCompanyneithertransfersnorretainssubstantiallyalloftherisksandrewardsof
ownership and does not retain control of the financial asset.
319Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V- Material accounting policies and explanatory notes to Restated financial statements
(All amounts in Indian Rupees millions, unless otherwise stated)
(b) Financial liabilities
Initial recognition and measurement
All financial liabilities are recognized initially at fair value and transaction costs that are attributable to the acquisition of the financial liabilities are adjusted to the fair value on initial recognition.
Subsequent measurement
Subsequenttoinitialrecognition,allliabilitiesaremeasuredatamortizedcostusingtheeffectiveinterestmethodexceptforderivatives,financialliabilitiesdesignatedformeasurementatFVTPLwhich
are measured at fair value.
De-recognition of financial liabilities
Afinancialliabilitiesisde-recognizedwhentheobligationundertheliabilityisdischargedorcancelledorexpires.Whenanexistingfinancialliabilityisreplacedbyanotherfromthesamelenderon
substantiallydifferentterms,orthetermsofanexistingliabilityaresubstantiallymodified,suchanexchangeormodificationistreatedasthede-recognitionoftheoriginalliabilityandtherecognitionof
a new liability. The difference in the respective carrying amounts is recognized in the statement of profit and loss.
Offsetting of financial instruments
Afinancialassetandafinancialliabilityisoffsetandpresentedonnetbasisinthebalancesheetwhenthereisacurrentlegallyenforceablerighttoset-offtherecognisedamountsanditisintendedto
either settle on net basis or to realise the asset and settle the liability simultaneously.
Reclassification of financial assets and liabilities
The Company doesn’t reclassify its financial assets and liabilities subsequent to their initial recognition.
Modification of financial assets and financial liabilities
Financial assets
TheCompanyevaluateswhetherthecashflowsfromafinancialassetaremodifiedandthemodifiedassetissubstantiallydifferent.Ifthecashflowsaresubstantiallydifferent,thenthecontractual
rights to cash flows from the original financial asset are deemed to have expired. In this case, the original financial asset is derecognised and a new financial asset is recognised at fair value.
Incasethecashflowsofthemodifiedassetcarriedatamortisedcostarenotsubstantiallydifferent,thenthemodificationdoesnotresultinderecognitionofthefinancialasset.Inthiscase,the
Companyrecalculatesthegrosscarryingamountofthefinancialassetasthepresentvalueoftherenegotiatedormodifiedcontractualcashflowsthatarediscountedatthefinancialasset'soriginal
effectiveinterestrateandrecognisestheamountarisingfromadjustingthegrosscarryingamountasmodificationgainorlossinstatementofprofitandloss.Anycostsorfeesincurredadjustthe
carryingamountofthemodifiedfinancialassetandareamortisedovertheremainingtermofthemodifiedfinancialasset.Ifsuchamodificationiscarriedoutbecauseoffinancialdifficultiesofthe
borrower, then the gain or loss is presented together with impairment losses. In other cases, it is presented as interest income.
Financial liabilities
TheCompanyderecognisesafinancialliabilitywhenitstermsaremodifiedandthecashflowsofthemodifiedliabilityaresubstantiallydifferent.Inthiscase,anewfinancialliabilitybasedonthe
modifiedtermsisrecognisedatfairvalue.Thedifferencebetweenthecarryingamountofthefinancialliabilityextinguishedandthenewfinancialliabilitywithmodifiedtermsisrecognisedinstatement
of profit and loss.
2.14 Impairment of Financial instruments
InaccordancewithIndAs-109,theCompanyappliesexpectedcreditloss(ECL)modelformeasurementandrecognitionofimpairmentlossoffinancialassetsotherthanthosemeasuredthroughprofit
and loss (FVTPL)
(a) Expected credit losses are measured through a loss allowance at an amount equal to:
The 12-months expected credit losses (expected credit losses that result from those default events on the financial instrument that are possible within 12 months after the reporting date); or
Full lifetime expected credit losses (expected credit losses that result from all possible default events over the life of the financial instrument)
Both LTECLs (Lifetime expected Credit losses) and 12 months ECLs are calculated on collective basis.
(b) Based on the above, the Company categorises its loans into Stage 1, Stage 2 and Stage 3, as described below:
Stage 1
Whenloansarefirstrecognised,theCompanyrecognisesanallowancebasedon12monthsECL.Stage1loansincludesthoseloanswherethereisnosignificantincreaseincreditriskobservedandalso
includes facilities where the credit risk has been improved and the loan has been reclassified from stage 2 or stage 3.
Stage 2
Whenaloanhasshownasignificantincreaseincreditrisksinceorigination,theCompanyrecordsanallowanceforthelifetimeECL.Stage2loansalsoincludesfacilitieswherethecreditriskhas
improved and the loan has been reclassified from stage 3 and facilities where the credit risk has been increased due to restructuring and loan has been reclassified from stage 1.
Stage 3
Loans considered credit impaired are the loans which are past due for more than 90 days. The Company records an allowance for life time ECL.
Definition of Default
TheCompanyconsidersafinancialinstrumentasdefaultedandconsidereditasStage3(credit-impaired)forECLcalculationsinallcases,whentheborrowerbecomesmorethan90dayspastdueonits
contractual payments.
Significant increase in credit risk
TheCompanycontinuouslymonitorsallassetssubjecttoECLs.Inordertodeterminewhetheraninstrumentoraportfolioofinstrumentsissubjectto12mECLorLTECL,theCompanyassesseswhether
therehasbeenasignificantincreaseincreditrisksinceinitialrecognition.TheCompanyconsidersanexposuretohavesignificantlyincreasedincreditriskwhencontractualpaymentsaremorethan30
days past due.
320Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V- Material accounting policies and explanatory notes to Restated financial statements
(All amounts in Indian Rupees millions, unless otherwise stated)
(c) Calculation of ECLs
The mechanics of ECL calculations are outlined below and the key elements are, as follows:
Probability of Default (PD)
ProbabilityofDefault(PD)isanestimateofthelikelihoodofdefaultoveragiventimehorizon.Adefaultmayonlyhappenatacertaintimeovertheassessedperiod,ifthefacilityhasnotbeenpreviously
derecognised and is still in the portfolio.
Exposure at Default (EAD)
Exposure at Default (EAD) is an estimate of the exposure at a future default date, taking into account expected changes in the exposure after the reporting date.
Loss Given Default (LGD)
LossGivenDefault(LGD)isanestimateofthelossarisinginthecasewhereadefaultoccursatagiventime.Itisbasedonthedifferencebetweenthecontractualcashflowsdueandthosethatthe
lender would expect to receive, including from the realisation of any collateral. It is usually expressed as a percentage of the EAD.
TheCompanyhascalculatedPD,EADandLGDtodetermineimpairmentlossontheportfolioofloans.Ateveryreportingdate,theabovecalculatedPDs,EADandLGDsarereviewedandchangesinthe
forward looking estimates are analysed.
Forward looking information
Whileestimatingtheexpectedcreditlosses,theCompanyreviewsmacro-economicdevelopmentsoccurringintheeconomyandmarketitoperatesin.Onaperiodicbasis,thecompanyanalysesifthere
isanyrelationshipbetweenkeyeconomictrendslikeGDP,Unemploymentrates,BenchmarkratessetbytheReserveBankofIndia,inflationetc.withtheestimateofPD,LGDdeterminedbythe
Companybasedonitsinternaldata.WhiletheinternalestimatesofPD,LGDratesbytheCompanymaynotbealwaysreflectiveofsuchrelationships,temporaryoverlaysareembeddedinthe
methodology to reflect such macro-economic trends reasonably.
The mechanics of the ECL method are summarised below:
Stage 1
The12monthsECLiscalculatedastheportionofLTECLsthatrepresenttheECLsthatresultfromdefaulteventsonafinancialinstrumentthatarepossiblewithinthe12monthsafterthereportingdate.
TheCompanycalculatesthe12monthsECLallowancebasedontheexpectationofadefaultoccurringinthe12monthsfollowingthereportingdate.Theseexpected12-monthsdefaultprobabilitiesare
applied to the EAD and multiplied by the expected LGD.
Stage 2
Whenaloanhasshownasignificantincreaseincreditrisksinceorigination,theCompanyrecordsanallowancefortheLTECLs.Themechanicsaresimilartothoseexplainedabove,butPDsandLGDsare
estimated over the lifetime of the instrument.
Stage 3 / Regulatory Stage 3
For loans considered credit-impaired, the Company recognises the lifetime expected credit losses for these loans. The method is similar to that for Stage 2 assets, with the PD set at 100%.
(d) Loss allowances for ECL are presented in the statement of financial position as follows:
(i) for financial assets measured at amortised cost: as a deduction from the gross carrying amount of the assets;
(ii) for debt instruments measured at FVTOCI: no loss allowance is recognised in Balance Sheet as the carrying amount is at fair value.
(e) Write offs
LoansanddebtsecuritiesarewrittenoffwhentheCompanyhasnoreasonableexpectationsofrecoveringthefinancialasset(eitherinitsentiretyoraportionofit).ThisisthecasewhentheCompany
determinesthattheborrowerdoesnothaveassetsorsourcesofincomethatcouldgeneratesufficientcashflowstorepaytheamountssubjecttothewrite-off.Awrite-offconstitutesaderecognition
event. The Company may apply enforcement activities to financial assets written off. Recoveries resulting from the Company’s enforcement activities will result in impairment gains.
2.15 Derivative financial instruments
TheCompanyentersintoderivativefinancialinstruments,primarilyforeignexchangeforwardcontracts,currencyswapsandinterestrateswaps,tomanageitsborrowingexposuretoforeignexchange
andinterestraterisks. Derivativesembeddedinnon-derivativehostcontractsaretreatedasseparatederivativeswhentheirrisksandcharacteristicsarenotcloselyrelatedtothoseofthehost
contractsandthehostcontractsarenotmeasuredatFVTPL. Derivativesareinitiallyrecognisedatfairvalueatthedatethecontractsareenteredintoandaresubsequentlyremeasuredtotheirfair
value at the end of each reporting period. The resulting gain/loss is recognised in statement of profit and loss.
Hedge accounting
TheCompanymakesuseofderivativeinstrumentstomanageexposurestointerestrateandforeigncurrency.Inordertomanageparticularrisks,theCompanyapplieshedgeaccountingfortransactions
that meet specified criteria.
Hedges that meet the criteria for hedge accounting are accounted for, as described below:
Fairvaluehedgestheexposuretochangesinthefairvalueofarecognisedassetorliability,oranidentifiedportionofsuchanasset,liability,thatisattributabletoaparticularriskandcouldaffectprofit
or loss.
Fordesignatedandqualifyingfairvaluehedges,thecumulativechangeinthefairvalueofahedgingderivativeisrecognisedinthestatementofprofitandlossinnetgain/(loss)onfairvaluechanges.
Meanwhile,thecumulativechangeinthefairvalueofthehedgeditemattributabletotheriskhedgedisrecordedaspartofthecarryingvalueofthehedgediteminthebalancesheetandisalso
recognised in the statement of profit and loss in net gain/(loss) on fair value changes.
2.16 Fair value measurement
Fairvalueisthepriceatthemeasurementdate,atwhichanassetcanbesoldorpaidtotransferaliability,inanorderlytransactionbetweenmarketparticipantsatthemeasurementdate.The
Company’saccountingpoliciesrequire,measurementofcertainfinancial/non-financialassetsandliabilitiesatfairvalues(eitheronarecurringornon-recurringbasis).Also,thefairvaluesoffinancial
instrumentsmeasuredatamortizedcostarerequiredtobedisclosedinthesaidfinancialstatements.TheCompanyisrequiredtoclassifythefairvaluationmethodofthefinancial/non-financialassets
andliabilities,eithermeasuredordisclosedatfairvalueinthefinancialstatements,usingathreelevelfair-value-hierarchywhichreflectsthesignificanceofinputsusedinthemeasurement).
Accordingly,theCompanyusesvaluationtechniquesthatareappropriateinthecircumstancesandforwhichsufficientdataisavailabletomeasurefairvalue,maximizingtheuseofrelevantobservable
inputs and minimizing the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy described as follows:
(a) Level 1 financial instruments
ThosewheretheinputsusedinthevaluationareunadjustedquotedpricesfromactivemarketsforidenticalassetsorliabilitiesthattheCompanyhasaccesstoatthemeasurementdate.TheCompany
considersmarketsasactiveonlyiftherearesufficienttradingactivitieswithregardstothevolumeandliquidityoftheidenticalassetsorliabilitiesandwhentherearebindingandexercisableprice
quotes available on the balance sheet date.
321Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V- Material accounting policies and explanatory notes to Restated financial statements
(All amounts in Indian Rupees millions, unless otherwise stated)
(b) Level 2 financial instruments
Those where the inputs that are used for valuation and are significant, are derived from directly or indirectly observable market data available over the entire period of the instrument’s life.
(c) Level 3 financial instruments
Include one or more unobservable input where there is little market activity for the asset/liability at the measurement date that is significant to the measurement as a whole.
2.17 Significant management judgements in applying accounting policies and estimation uncertainty
Thepreparationoffinancialstatementsrequirestheuseofaccountingestimateswhich,bydefinition,willseldomequaltheactualresults.Managementalsoneedstoexercisejudgementinapplyingthe
Company’saccountingpolicy. Thisnoteprovidesanoverviewoftheareasthatinvolvedahigherdegreeofjudgementorcomplexity,andofitemswhicharemorelikelytobemateriallyadjusteddueto
estimatesandassumptionsturningouttobedifferentthanthoseoriginallyassessed.Detailedinformationabouteachoftheseestimatesandjudgementsisincludedinrelevantnotestogetherwith
information about the basis of calculation for each affected line item in the financial statements.
The following are significant management estimation/uncertainty and judgement in applying the accounting policies of the Company that have the most significant effect on the financial statements:
Defined benefit obligation
Managementestimatesoftheseobligationisbasedonanumberofcriticalunderlyingassumptionssuchasstandardratesofinflation,mortality,discountrateandanticipationoffuturesalaryincreases.
Variation in these assumptions may significantly impact the defined benefit obligation amount and the annual defined benefit expenses.
Business model assessment
Classificationandmeasurementoffinancialassetsdependsontheresultsofbusinessmodelandthesolelypaymentsofprincipalandinterest("SPPI")test.TheCompanydeterminesthebusinessmodel
atalevelthatreflectshowgroupsoffinancialassetsaremanagedtogethertoachieveaparticularbusinessobjective.Thisassessmentincludesjudgementreflectingallrelevantevidenceincludinghow
theperformanceoftheassetsisevaluatedandtheirperformancemeasured,therisksthataffecttheperformanceoftheassetsandhowthesearemanagedandhowthemanagersoftheassetsare
compensated.TheCompanymonitorsfinancialassetsmeasuredatamortisedcostthatarederecognisedpriortotheirmaturitytounderstandthereasonfortheirdisposalandwhetherthereasonsare
consistentwiththeobjectiveofthebusinessforwhichtheassetwasheld.MonitoringispartoftheCompany’scontinuousassessmentofwhetherthebusinessmodelforwhichtheremainingfinancial
assets are held continues to be appropriate and if it is not appropriate whether there has been a change in business model and so a prospective change to the classification of those assets.
Fairvalueoffinancialinstruments:Thefairvalueoffinancialinstrumentsisthepricethatwouldbereceivedtosellanassetorpaidtotransferaliabilityinanorderlytransactionintheprincipal(ormost
advantageous)marketatthemeasurementdateundercurrentmarketconditions(i.e.anexitprice)regardlessofwhetherthatpriceisdirectlyobservableorestimatedusinganothervaluation
technique.Whenthefairvaluesoffinancialassetsandfinancialliabilitiesrecordedinthebalancesheetcannotbederivedfromactivemarkets,theyaredeterminedusingavarietyofvaluation
techniquesthatincludetheuseofvaluationmodels.Theinputstothesemodelsaretakenfromobservablemarketswherepossible,butwherethisisnotfeasible,estimationisrequiredinestablishing
fair values.
EffectiveInterestRate(EIR)method:TheCompanyrecognizesinterestincome/expenseusingarateofreturnthatrepresentsthebestestimateofaconstantrateofreturnovertheexpectedlifeof
theloansgiven/taken.Thisestimation,bynature,requiresanelementofjudgementregardingtheexpectedbehaviourandlife-cycleoftheinstruments,aswellasexpectedchangestootherfee
income/expense that are integral parts of the instrument.
Recognition of deferred tax assets
The extent to which deferred tax assets can be recognized is based on an assessment of the probability of the Company’s future taxable income against which the deferred tax assets can be utilized.
Property, plant and equipment
Measurement of useful life and residual values of property, plant and equipment and useful life of intangible assets.
Evaluation of indicators for impairment of assets
The evaluation of applicability of indicators of impairment of assets requires assessment of several external and internal factors which could result in deterioration of recoverable amount of the assets.
Contingent liabilities
Ateachbalancesheetdatebasisthemanagementjudgment,changesinfactsandlegalaspects,theCompanyassessestherequirementofprovisionsagainsttheoutstandingcontingentliabilities.
However the actual future outcome may be different from this judgement.
Impairment of financial assets
Ateachbalancesheetdate,basedonhistoricaldefaultratesobservedoverexpectedlife,themanagementassessestheexpectedcreditlossesonoutstandingreceivablesandadvances.TheCompany’s
expected credit loss ("ECL") calculations are outputs of complex models with a number of underlying assumptions regarding the choice of variable inputs and their interdependencies.
Theseestimatesandjudgementsarebasedonhistoricalexperienceandotherfactors,includingexpectationsoffutureeventsthatmayhaveafinancialimpactontheCompanyandthatarebelievedto
be reasonable under the circumstances. Management believes that the estimates used in preparation of the standalone financial statements are prudent and reasonable.
Determination of lease term
IndAS116Leasesrequireslesseetodeterminetheleasetermasthenon-cancellableperiodofaleaseadjustedwithanyoptiontoextendorterminatethelease,iftheuseofsuchoptionisreasonably
certain.TheCompanymakesassessmentontheexpectedleasetermonleasebyleasebasisandtherebyassesseswhetheritisreasonablycertainthatanyoptionstoextendorterminatethecontract
willbeexercised.Inevaluatingtheleaseterm,theCompanyconsidersfactorssuchasanysignificantleaseholdimprovementsundertakenovertheleaseterm,costsrelatingtotheterminationoflease
andtheimportanceoftheunderlyingtotheCompany’soperationstakingintoaccountthelocationoftheunderlyingassetandtheavailabilityofthesuitablealternatives.Theleaseterminfuture
periods is reassessed to ensure that the lease term reflects the current economic circumstances.
Discount rate for lease liability
Thediscountrateisgenerallybasedontheincrementalborrowingratespecifictotheleasebeingevaluatedorforaportfolioofleaseswithsimilarcharacteristics.Anddiscountrateofsecuritydeposits
is generally based on the SBI deposit rate at the time of deposit.
Fair value of share-based payments
Estimatingfairvalueforshare-basedpaymenttransactionsrequiresdeterminationofthemostappropriatevaluationmodel,whichdependsonthetermsandconditionsofthegrant.Thisestimatealso
requiresdeterminationofthemostappropriateinputstothevaluationmodelincludingtheexpectedlifeoftheshareoptionorappreciationright,volatilityanddividendyieldandmakingassumptions
about them. For the measurement of the fair value of equity-settled transactions with employees at the grant date, the Company uses a Black-Scholes model.
322Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
As at As at As at As at As at
3 Cash and cash equivalents
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Cash on hand 101.41 71.22 112.40 92.02 49.31
Balances with banks:
On current accounts 4,222.55 2,136.70 4,048.73 2,271.41 373.66
Deposit with original maturity of less than three months 7,127.22 7,053.62 5,150.45 2,902.46 2,303.32
1 1,451.18 9 ,261.54 9 ,311.58 5 ,265.89 2 ,726.29
Note (1): Cash in hand includes balance in prepaid cards obtained by Company for its routine expenses from the banks.
Note(2):Balanceswithbanksincurrentaccountsdonotearnanyinterest.Short-termdepositsaremadeforvaryingperiodsofbetweenonedayandthreemonths,dependingupontheimmediate
cash requirements of the Company, and earn interest at the respective short-term deposit rates.
As at As at As at As at As at
4 Bank balances other than cash and cash equivalents
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Fixed deposit with balance maturity for more than three months 532.30 21.64 577.80 463.43 50.00
Balances with banks to the extent held as margin money or security against
borrowing, guarantees and other commitments
Balance held as security against borrowings 72.50 67.07 70.10 65.07 373.99
Balance held as security against securitisation 1,673.24 1,819.18 1,419.41 1,508.20 790.17
2 ,278.04 1 ,907.89 2 ,067.31 2 ,036.70 1 ,214.16
Note: Fixed deposits and margin money deposits with banks earns interest at fixed rates or floating rates based on daily bank deposit rates.
As at As at As at As at As at
5 Loan portfolio
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
At Amortised cost:
Revolving working capital - - - - 0.10
Term loans 56,151.92 46,666.65 51,573.32 41,296.60 26,056.88
Staff loan 50.47 38.60 55.62 37.39 32.23
Total - Gross 5 6,202.39 4 6,705.25 51,628.94 4 1,333.99 2 6,089.21
Less: Impairment loss allowance 2,373.29 1,542.98 2,121.51 1,302.75 534.78
Less: Impairment loss allowance - Staff loans 5.80 - 5.30 - -
Total - Net 5 3,823.30 4 5,162.27 4 9,502.13 4 0,031.24 2 5,554.43
(A) Based on security
(I) Secured 3 3,141.04 2 6,271.23 2 9,599.90 24,742.10 17,927.40
Secured against mortgage of property 1 0,244.49 5,887.58 7,660.12 4 ,537.50 1 ,669.59
Secured against hypothecation of Inventory, Stock etc. 2 2,896.55 2 0,383.65 2 1,939.78 2 0,204.60 1 6,257.81
(II) Unsecured 23,061.35 20,434.02 22,029.04 16,591.89 8 ,161.81
Total (A) Gross 5 6,202.39 4 6,705.25 5 1,628.94 41,333.99 26,089.21
Less: Impairment loss allowance 2,379.09 1,542.98 2,126.81 1 ,302.75 534.78
Total (A) Net 5 3,823.30 4 5,162.27 4 9,502.13 40,031.24 25,554.43
(B) Based on region
(I) Loans in India
(i) Public sector - - - - -
(ii) Others 56,202.39 46,705.25 51,628.94 41,333.99 26,089.21
Total (B) (I) Gross 5 6,202.39 4 6,705.25 5 1,628.94 41,333.99 26,089.21
Less: Impairment loss allowance 2,379.09 1,542.98 2,126.81 1 ,302.75 534.78
Total (B) (I) Net 5 3,823.30 4 5,162.27 4 9,502.13 40,031.24 25,554.43
(II) Loans outside India
Less: Impairment loss allowance - - - - -
Total (B) (II) Net - - - - -
Total (B) (I) and (B) (II) Net 5 3,823.30 4 5,162.27 4 9,502.13 40,031.24 25,554.43
Note:
FortheperiodendedSeptember30,2025,managementoverlayofRs.150.00millions(September30,2024Rs.145.00millions,March31,2025Rs.255.00millions,March31,2024Rs.200.10millions
and March 31, 2023 Rs. Nil is considered in Stage 3 of the Hypothecated Portfolio, as an additional provision, to factor future contingency and change in market conditions basis the risk perceived and as
a matter of prudence.
323Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
As at As at As at As at As at
6 Investments
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Investments measured at fair value through profit or loss
Mutual funds - - - - 585.10
Security receipts
ARCIL - trust 340.30 105.67 369.74 157.09 308.00
Less: Impairment loss / Written off 317.61 51.00 341.51 51.00 51.00
Investments carried at Fair value through Profit or loss 2 2.69 5 4.67 2 8.23 106.09 842.10
Investment in subsidiary at cost (unquoted)
249,999 equity shares of RS 10 in Foundation for Advancement of Micro
2.50 2.50 2.50 2.50 2.50
Enterprises (FAME) (A)
Provision on investments (B)* 2.50 2.50 2.50 2.50 -
Investment in subsidiary at cost (unquoted) (A-B) - - - - 2.50
Investments measured at amortised cost
Pass through certificates 643.34 172.94 389.40 - -
Gross investments 986.14 281.11 761.64 159.59 895.60
Based on region:
Investments outside India - - -
Investments in India 986.14 281.11 761.64 159.59 895.60
986.14 281.11 761.64 159.59 895.60
Less: Allowance for impairment loss 320.11 53.50 344.01 53.50 51.00
666.03 2 27.61 4 17.63 106.09 844.60
*Duringthefinancialyear2019-20,theCompanyhadsubscribed2,49,999equitysharesofRs.10/-eachofFoundationforAdvancementofMicroEnterprises(FAME)(aSection8-Companyasper
CompaniesAct2013)}.FoundationforAdvancementofMicroEnterprises(FAME)becameasubsidiaryoftheCompanyw.e.f.04/04/2019byvirtueofholding2,49,999equitysharesequivalentto99.99%
sharecapitalinFoundationforAdvancementofMicroEnterprises(FAME).FoundationforAdvancementofMicroEnterprises(FAME)isprohibitedtodistributeanydividend/economicbenefitstoits
members;hencetheCompanyisunabletoearnanyvariablereturn/economicbenefitsfromthevotingrightsthroughitsholdinginequitysharesofFoundationforAdvancementofMicroEnterprises
(FAME).Accordingly,theaboveinvestmentdoesnotmeetthedefinitionofcontrolunderIndianAccountingStandard(IndAS)110-ConsolidatedFinancialStatementsandtheaforesaidinvestmentvalue
of Rs. 2.5 millions has been impaired to the Statement of profit and loss for the year ended March 31, 2024.
As at As at As at As at As at
7 Other financial assets (at amortised cost)
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Receivable from insurance company 41.67 59.81 55.57 38.70 17.40
Security deposits 42.57 34.62 38.06 30.60 26.64
Other receivables 740.51 224.37 512.43 237.25 184.08
8 24.75 3 18.80 6 06.06 3 06.55 2 28.12
As at As at As at As at As at
8 Current tax assets / (liabilities)
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Current tax asset (Net) 281.14 209.78 184.11 82.77 40.69
281.14 209.78 184.11 82.77 40.69
Current Tax liability (Net) (46.00) (105.30) (45.76) - -
(46.00) (105.30) (45.76) - -
As at As at As at As at As at
9 Deferred tax assets (Net)
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Deferred tax assets (net) 582.05 524.90 609.78 439.37 293.35
5 82.05 5 24.90 6 09.78 4 39.37 2 93.35
324Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
10A Property, plant and equipment
Gross carrying amount Accumulated depreciation Net carrying amount
Particulars As at As at As at Depreciation for As at As at
Additions Disposals Adjustments Disposals Adjustments
April 01, 2025 September 30, 2025 April 01, 2025 the period September 30, 2025 September 30, 2025
Furniture and fixtures 2 4.74 0 .06 0 .23 - 2 4.57 2 0.88 0 .48 0 .21 - 2 1.15 3 .42
Office equipments 3 8.38 1 0.08 0 .80 - 4 7.66 2 5.66 3 .79 0 .73 - 2 8.72 1 8.94
Electrical installations and equipments 2 0.38 5 .20 0 .11 - 2 5.47 9 .45 1 .79 0 .10 - 1 1.14 1 4.33
Computers 2 56.79 5 1.53 2 4.02 - 2 84.30 1 71.35 3 1.50 2 2.72 - 1 80.13 1 04.17
Leasehold improvements 2 2.26 9 .48 - - 3 1.74 1 4.17 2 .60 - - 1 6.77 1 4.97
362.55 7 6.35 2 5.16 - 413.74 241.51 40.16 23.76 - 257.91 155.83
Gross carrying amount Accumulated depreciation 48.63
Particulars As at As at As at Depreciation for As at
Additions Disposals Adjustments Disposals Adjustments (48.63)
April 01, 2024 September 30, 2024 April 01, 2024 the period September 30, 2024
Furniture and fixtures 2 4.79 - 0 .06 - 2 4.73 1 9.73 0 .61 0 .05 - 2 0.29 4 .44
Office equipments 3 1.57 2 .82 0 .59 - 3 3.80 2 0.47 2 .82 0 .49 - 2 2.80 1 1.00
Electrical installations and equipments 1 1.88 5 .73 0 .05 - 1 7.56 6 .85 1 .05 0 .04 - 7 .86 9 .70
Computers 1 81.45 5 7.61 1 3.36 - 2 25.70 1 13.93 2 7.67 1 2.62 - 1 28.98 9 6.72
Leasehold improvements 1 0.00 7 .08 - - 1 7.08 9 .09 2 .37 - - 1 1.46 5 .62
259.69 7 3.24 1 4.06 318.87 170.07 34.52 13.20 - 191.39 127.48
Particulars Gross carrying amount Accumulated depreciation Net carrying amount
As at As at As at Depreciation for As at As at
Additions Disposals Adjustments Disposals Adjustments
April 01, 2024 March 31, 2025 April 01, 2024 the year March 31, 2025 March 31, 2025
Furniture and fixtures 2 4.79 0.09 0.14 - 2 4.74 1 9.73 1 .25 0.10 - 2 0.88 3 .86
Office equipments 3 1.57 7.92 1.11 - 3 8.38 2 0.47 6 .25 1.06 - 2 5.66 1 2.72
Electrical installations and equipments 1 1.88 8.54 0.04 - 2 0.38 6 .85 2 .62 0.02 - 9 .45 1 0.93
Computers 1 81.45 8 8.84 1 3.50 - 2 56.79 1 13.93 70.11 1 2.69 - 1 71.35 8 5.44
Leasehold improvements 1 0.00 1 2.26 - - 2 2.26 9 .09 5 .08 - - 1 4.17 8 .09
259.69 117.65 1 4.79 - 362.55 170.07 85.31 13.87 - 241.51 121.04
Gross carrying amount Accumulated depreciation Net carrying amount
Particulars As at As at As at Depreciation for As at As at
Additions Disposals Adjustments Disposals Adjustments
April 01, 2023 March 31, 2024 01 April, 2023 the year March 31, 2024 March 31, 2024
Furniture and fixtures 2 1.90 0.30 0.05 2.64 2 4.79 1 5.50 1 .62 0.03 2.64 1 9.73 5 .06
Office equipments 2 8.67 6.24 5.84 2.50 3 1.57 1 8.01 5 .36 5.40 2.50 2 0.47 1 1.10
Electrical installations and equipments 9 .60 1.68 - 0.60 1 1.88 5 .00 1 .25 - 0.60 6 .85 5 .03
Computers 1 11.49 7 0.67 8.21 7.50 1 81.45 7 9.90 34.43 7.90 7.50 1 13.93 6 7.52
Leasehold improvements 9 .80 - - 0.20 1 0.00 8 .40 0 .49 - 0.20 9 .09 0 .91
181.46 7 8.89 1 4.10 1 3.44 259.69 126.81 43.15 13.33 1 3.44 170.07 89.61
325Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
Gross carrying amount Accumulated depreciation Net carrying amount
Particulars As at As at As at Depreciation for As at As at
Additions Disposals Adjustments Disposals Adjustments
April 01, 2022 March 31, 2023 April 01, 2022 the year March 31, 2023 March 31, 2023
Furniture and fixtures 2 1.90 - - - 2 1.90 1 3.30 2 .20 - - 1 5.50 6 .40
Office equipments 2 3.10 6 .17 0 .60 - 2 8.67 1 3.50 5 .11 0 .60 - 1 8.01 1 0.66
Electrical installations and equipments 9 .10 0 .50 - - 9 .60 3 .50 1 .50 - - 5 .00 4 .60
Computers 8 6.00 3 0.19 4 .70 - 1 11.49 6 4.50 1 9.80 4 .40 - 7 9.90 3 1.59
Leasehold improvements 9 .80 - - - 9 .80 7 .30 1 .10 - - 8 .40 1 .40
149.90 3 6.86 5.30 - 181.46 102.10 29.71 5 .00 - 126.81 54.65
10B Intangible assets
Gross carrying amount Accumulated amortisation Net carrying amount
Particulars As at As at As at Depreciation for As at As at
Additions Disposals Adjustments Disposals Adjustments
April 01, 2025 September 30, 2025 April 01, 2025 the period September 30, 2025 September 30, 2025
Computer software 9 6.35 1 2.35 1 0.12 - 9 8.58 7 3.85 1 0.94 9.61 - 7 5.18 2 3.40
96.35 1 2.35 1 0.12 - 9 8.58 7 3.85 10.94 9 .61 - 7 5.18 23.40
Gross carrying amount Accumulated amortisation Net carrying amount
Particulars As at As at As at Depreciation for As at As at
Additions Disposals Adjustments Disposals Adjustments
April 01, 2024 September 30, 2024 April 01, 2024 the period September 30, 2024 September 30, 2024
Computer software 6 2.75 3 2.05 - - 9 4.80 4 9.55 1 0.61 - - 6 0.16 3 4.64
62.75 3 2.05 - - 9 4.80 4 9.55 10.61 - - 6 0.16 34.64
Gross carrying amount Accumulated amortisation Net carrying amount
Particulars As at As at As at Depreciation for As at As at
Additions Disposals Adjustments Disposals Adjustments
April 01, 2024 March 31, 2025 April 01, 2024 the year March 31, 2025 March 31, 2025
Computer software 6 2.75 3 3.60 - - 96.35 49.55 24.30 - - 73.85 22.50
62.75 3 3.60 - - 9 6.35 4 9.55 24.30 - - 7 3.85 22.50
Gross carrying amount Accumulated amortisation Net carrying amount
Particulars As at As at As at Depreciation for As at As at
Additions Disposals Adjustments Disposals Adjustments
April 01, 2023 March 31, 2024 April 01, 2023 the year March 31, 2024 March 31, 2024
Computer software 5 0.45 1 2.30 1 .40 1 .40 6 2.75 4 4.86 7 .70 1 .31 ( 1.70) 4 9.55 1 3.20
50.45 1 2.30 1.40 1.40 6 2.75 4 4.86 7.70 1 .31 ( 1.70) 4 9.55 13.20
Gross carrying amount Accumulated amortisation Net carrying amount
Particulars As at As at As at Depreciation for As at As at
Additions Disposals Adjustments Disposals Adjustments
April 01, 2022 March 31, 2023 April 01, 2022 the year March 31, 2023 March 31, 2023
Computer software 4 7.00 3 .45 - - 5 0.45 3 3.30 1 1.56 - - 4 4.86 5 .50
47.00 3.45 - - 5 0.45 3 3.30 11.56 - - 4 4.86 5 .50
326Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
10C Right of use assets (ROU)
Carrying value of Right of Use Assets
Particulars Buildings Total
Balance at April 1, 2025 262.65 262.65
Additions 193.56 193.56
Deletions / Adjustments (10.18) (10.18)
Depreciation charge for the period (62.33) (62.33)
Balance at September 30, 2025 383.70 383.70
Balance at April 1, 2024 214.31 214.31
Additions 109.63 109.63
Deletions / Adjustments (8.50) (8.50)
Depreciation charge for the period (52.50) (52.50)
Balance at September 30, 2024 262.94 262.94
Balance at April 1, 2022 205.80 205.80
Additions 8 3.40 8 3.40
Deletions / Adjustments ( 4.50) ( 4.50)
Depreciation charge for the year ( 73.20) ( 73.20)
Balance at March 31, 2023 211.50 211.50
Additions 112.01 112.01
Deletions / Adjustments (14.61) (14.61)
Depreciation charge for the year (94.59) (94.59)
Balance at March 31, 2024 214.31 214.31
Additions 198.20 198.20
Deletions / Adjustments (37.86) (37.86)
Depreciation charge for the year (112.00) (112.00)
Balance at March 31, 2025 262.65 262.65
327Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
As at As at As at As at As at
11 Other non-financial assets
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
TDS recoverable - 0.09 - 0.08 0.10
Goods and service tax receivable - - - - 7.80
Prepaid expenses 219.75 43.11 152.89 33.11 25.20
Employees advances 8.87 5.79 6.74 3.99 3.90
Others 104.04 55.68 78.15 43.49 14.30
3 32.66 1 04.67 2 37.78 8 0.67 5 1.30
As at As at As at As at As at
12 Derivative financial instruments
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Carried at fair value [Assets
Cross currency swap rate contract not designated in hedge accounting
316.54 24.15 2.41 - 30.70
relationship
3 16.54 2 4.15 2 .41 - 3 0.70
Carried at fair value (Liability)
Cross currency swap rate contract not designated in hedge
- - - ( 31.52) -
accounting relationship
- - - ( 31.52) -
As at As at As at As at As at
13 Debt securities (at amortised cost)
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Redeemable non-convertible debentures
Secured 1 5,067.72 1 2,836.85 1 4,077.48 9,126.44 7,719.20
Unsecured 41.61 1,036.26 1 03.81 1,096.99 1,279.30
1 5,109.33 1 3,873.11 1 4,181.29 1 0,223.43 8 ,998.50
Based on region:
Debt securities in India 1 5,109.33 1 3,873.11 1 4,181.29 1 0,223.43 8,998.50
Debt securities outside India - - - -
1 5,109.33 1 3,873.11 1 4,181.29 1 0,223.43 8 ,998.50
Note: Refer Note 13(i) for the repayment details along with rate of interest and security details.
328Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
13(i) Details of terms of repayment for the other long-term borrowings and security provided in respect of the secured other long-term borrowings
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Redemption Interest
ISIN Issuance Date Secured Unsecured Secured Unsecured Secured Unsecured Secured Unsecured Secured Unsecured
Date Rate
INE501X08065 29-Mar-22 30-Apr-23 11.25% - - - - - - - - - 1 00.00
INE501X07190 22-May-20 22-May-23 13.50% - - - - - - - - 1 3.80 -
INE501X07042 29-Aug-17 29-Aug-23 13.47%
- - - - - - - - 4 40.00 -
and 13.55%
INE501X07240 02-Sep-21 07-Sep-23 9.68% - - - - - - - - 5 00.00 -
INE501X07273 25-Mar-22 25-Sep-23 9.50% - - - - - - - - 1 50.00 -
INE501X07141 25-Oct-19 25-Oct-23 10.78% - - - - - - - - 9 37.50 -
INE501X07307 05-Sep-22 05-Mar-24 9.75% - - - - - - - - 5 00.00 -
INE501X08032 06-Mar-19 06-Mar-24 12.14% - - - - - - - - - 2 00.00
INE501X07265 24-Mar-22 24-Mar-24 10.70% - - - - - - - - 1 25.00 -
INE501X07281 25-Mar-22 25-Mar-24 9.90% - - - - - - - - 1 50.00 -
INE501X07323 28-Sep-22 27-Mar-24 10.50% - - - - - - - - 2 50.00 -
INE501X07372 24-Jan-23 25-Apr-24 10.50% - - - - - - 1 00.00 - 5 00.00 -
INE501X07232 08-Dec-20 13-May-24 10.70% - - - - - - 0 .10 - 0 .10 -
INE501X07414 05-Dec-22 05-Jun-24 10.00% - - - - - - 1 ,000.00 - 1 ,000.00 -
INE501X07422 11-Apr-23 25-Jul-24 10.59% - - - - - - 1 20.00 - - -
INE501X07166 07-Nov-19 08-Nov-24 12.50% - - 0 .04 - - - 0 .10 - - -
INE501X07463 08-Aug-23 08-Dec-24 10.60% - - 7 5.00 - - - 2 25.00 - - -
INE501X08073 13-Dec-22 31-Dec-24 12.70% - - - 1 17.00 - - - 1 17.00 - 2 34.00
INE501X07448 26-Jul-23 26-Jan-25 10.60% - - 8 3.34 - - - 1 66.60 - - -
INE501X07455 02-Aug-23 02-Feb-25 10.50% - - 8 3.33 - - - 1 66.60 - - -
INE501X07471 25-Aug-23 25-Feb-25 10.50% - - 1 16.67 - - - 2 33.30 - - -
INE501X07489 04-Sep-23 04-Mar-25 8.60% - - 4 00.00 - - - 4 00.00 - - -
INE501X07497 14-Sep-23 14-Mar-25 9.00% - - 1 33.33 - - - 2 66.70 - - -
INE501X08057 28-Feb-22 15-Mar-25 11.35% - - - 3 75.00 - - - 3 75.00 - 3 75.00
INE501X08057 28-Feb-22 15-Mar-25 11.35% - - - 3 75.00 - - - 3 75.00 - 3 75.00
INE501X07406 24-Mar-23 31-Mar-25 10.70% - - 8 4.50 - - - 1 69.00 - 3 38.00 -
INE501X07430 18-May-23 30-Apr-25 10.70% - - 1 86.00 - 9 3.00 - 2 79.14 - - -
INE501X07380 08-Feb-23 08-May-25 11.25% - - 5 0.00 - 1 6.67 - 8 3.30 - 1 50.00 -
INE501X07257 15-Nov-21 13-May-25 10.20% - - 0 .02 - 0 .02 - 0 .10 - 2 22.20 -
INE501X07398 15-Feb-23 15-May-25 11.25% - - 9 0.00 - 3 0.00 - 1 50.00 - 2 70.00 -
INE501X07125 31-May-19 26-Jun-25 13.00% - - 2 62.50 - 2 62.50 - 2 62.50 - 2 62.50 -
INE501X07364 06-Dec-22 31-Jul-25 12.55% - - 1 00.00 - 1 00.00 - 1 00.00 - 1 50.00 -
INE501X07547 23-Feb-24 23-Aug-25 9.50% - - 5 00.00 - 5 00.00 - 5 00.00 - - -
INE501X07505 25-Sep-23 31-Aug-25 10.75% - - 2 50.00 - 1 25.00 - 3 75.00 - - -
INE501X07513 27-Sep-23 27-Sep-25 11.00% - - 1 25.00 - 6 2.50 - 1 87.50 - - -
INE501X07562 22-Mar-24 07-Oct-25 9.50% 5 00.00 - 5 00.00 - 5 00.00 - 5 00.00 - - -
INE501X08081 24-Jan-24 24-Jan-26 11.60% - 4 1.65 - 1 66.66 - 1 04.16 - 2 29.19 - -
INE501X07612 25-Jul-24 25-Jan-26 10.60% 5 00.00 - 5 00.00 - 5 00.00 - - - - -
INE501X07554 06-Mar-24 06-Mar-26 10.75% 2 25.00 - 6 75.00 - 4 50.00 - 9 00.00 - - -
INE501X07604 20-Jun-24 20-Mar-26 10.25% 1 ,250.00 - 1 ,250.00 - 1 ,250.00 - - - - -
INE501X07620 28-Aug-24 28-Aug-26 10.50% 3 75.00 - 7 50.00 - 5 62.50 - - - - -
INE501X07539 24-Nov-23 15-Sep-26 11.15% 4 15.00 - 5 00.00 - 5 00.00 - 500.00 - - -
INE501X07588 17-May-24 17-Nov-26 10.50% 2 50.00 - 2 50.00 - 2 50.00 - - - - -
INE501X07588 15-Jul-25 17-Nov-26 10.50% 3 00.00 - - - - - - - - -
INE501X07653 31-Dec-24 31-Dec-26 9.95% 2 50.00 - - - 2 50.00 - - - - -
INE501X07661 20-Mar-25 20-Mar-27 9.95% 8 00.00 - - - 8 00.00 - - - - -
INE501X07570 30-Apr-24 30-Apr-27 10.50% 4 90.00 - 4 90.00 - 4 90.00 - - - - -
INE501X07570 13-Jun-24 30-Apr-27 10.50% 5 10.00 - 5 10.00 - 5 10.00 - - - - -
INE501X07703 30-Jun-25 30-Jun-27 10.25% 5 00.00 - - - - - - - - -
INE501X07299 28-Jul-22 28-Jul-27 11.16% - - 3 10.00 - 3 10.00 - 3 10.00 - 3 10.00 -
INE501X07729 12-Sep-25 12-Sep-27 10.05% 1 ,500.00 - - - - - - - - -
INE501X07315 20-Sep-22 20-Sep-27 11.20% - - 2 60.00 - 2 60.00 - 260.00 - 2 60.00 -
INE501X07638 09-Oct-24 09-Oct-27 10.50% 7 50.00 - - - 7 50.00 - - - - -
INE501X07349 15-Nov-22 15-Nov-27 11.20% 3 10.00 - 3 10.00 - 3 10.00 - 310.00 - 3 10.00 -
INE501X07679 20-Mar-25 20-Dec-27 10.35% 4 00.00 - - - 4 00.00 - - - - -
INE501X07646 31-Dec-24 31-Mar-27 10.10% 6 61.11 - - - 8 50.00 - - - - -
INE501X07331 13-Sep-22 08-Mar-28 11.00% 1 63.63 - 3 27.25 - 3 27.25 - 3 27.25 - 3 27.25 -
INE501X07331 13-Sep-22 08-Mar-28 11.00% 1 63.63 - 3 27.25 - 3 27.25 - 3 27.25 - 3 27.25 -
INE501X07711 12-Sep-25 12-Mar-28 10.10% 1 ,000.00 - - - - - - - - -
INE501X07695 30-Jun-25 30-Mar-28 10.40% 2 50.00 - - - - - - - - -
INE501X07687 20-Jun-25 17-Apr-29 11.00% 2 00.00 - - - - - - - - -
INE501X07596 31-May-24 30-May-29 11.30% 2 ,490.00 - 2 ,490.00 - 2 ,490.00 - - - - -
INE501X07521 29-Sep-23 27-Sep-29 11.60% 7 65.00 - 7 65.00 - 7 65.00 - 7 65.00 - - -
1 5,018.36 4 1.65 1 2,754.23 1 ,033.66 1 4,041.79 1 04.16 8 ,984.44 1 ,096.19 7 ,493.60 1 ,284.00
Accrued Interest 1 96.68 0 .09 2 43.42 4 .20 1 94.82 0 .24 2 39.00 4 .20 2 85.60 3 .80
EIR Impact ( 147.32) ( 0.13) ( 160.80) ( 1.60) ( 159.13) ( 0.59) ( 97.00) ( 3.40) ( 60.00) ( 8.50)
1 5,067.72 4 1.61 1 2,836.85 1 ,036.26 1 4,077.48 1 03.81 9 ,126.44 1 ,096.99 7 ,719.20 1 ,279.30
Note:SecuredNon-ConvertibleDebenturesoftheCompanyaresecuredbywayoffirstexclusivechargeonhypothecatedbookdebtsoftheCompanyuptotheextentminimumof100%oftheamount
outstanding.
329Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
As at As at As at As at As at
14 Borrowings (other than debt securities at amortised cost)
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Secured
Term loans
From banks 13,168.07 8,257.98 12,065.20 6,911.61 908.80
From other financial institutions 7,263.11 5,460.38 6,066.93 5,746.86 3,692.61
External commercial borrowings 4,931.87 2,736.75 1,997.27 2,674.07 2,661.80
Loans repayable on demand*
From banks - 5.61 10.66 50.00 430.00
Liabilities in respect of securitised transactions
From banks 3,208.19 2,382.30 1,479.12 3,964.67 2,925.90
From non-banking financial companies 6,997.58 6,141.68 7,772.15 4,043.81 2,694.50
Unsecured
Term loans
From other financial institutions 162.30 699.81 396.79 412.08 649.50
External commercial borrowings 1,344.53 1,273.39 1,293.84 963.37 -
3 7,075.65 2 6,957.90 3 1,081.96 2 4,766.47 1 3,963.11
Borrowings in India 3 0,799.25 2 2,947.76 2 7,790.85 2 1,129.03 1 1,301.31
Borrowings outside India 6 ,276.40 4 ,010.14 3 ,291.11 3 ,637.44 2 ,661.80
3 7,075.65 2 6,957.90 3 1,081.96 2 4,766.47 1 3,963.11
* Secured by hypothecation of specific loan receivables (current and future) / cash and cash equivalents of the Company.
Note: Refer Note 14(i) for the repayment details along with rate of interest details.
330Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
14(i) Details of terms of repayment for the other long-term borrowings and security provided in respect of the secured other long-term borrowings:
a) Terms of principal repayment of borrowings (other than debt securities & securitisation) as on September 30, 2025
Due within Due between Due Between Due between Due between
Original Maturity of 1 Years 1 to 2 Years 2 to 3 Years 3 to 4 years 4 to 5 years Total
loan and ROI No of No of No of No of No of Amount
Amount Amount Amount Amount Amount
Instalments Instalments Instalments Instalments Instalments
Bullet - - 2 1,563.33 3 3,684.88 1 310.77 - - 5,558.98
Monthly 184 2,695.99 601 7,735.67 344 4,429.34 40 1,250.04 - - 16,111.04
Quarterly 15 474.31 43 2,170.77 39 1,876.53 - - - - 4,521.61
Yearly - - 2 591.95 - - - - - - 591.95
Accrued interest 187.82
EIR impact ( 101.52)
Total 199 3 ,170.30 648 1 2,061.72 386 9 ,990.75 41 1 ,560.81 - - 2 6,869.88
Interest rate ranges from 07.51% to 13.50%
b) Terms of Principal Repayment of Borrowings (securitisation) as on September 30, 2025
Due within Due between Due Between Due between Due between
Original Maturity of 1 Years 1 to 2 Years 2 to 3 Years 3 to 4 years 4 to 5 years Total
loan and ROI No of No of No of No of No of Amount
Amount Amount Amount Amount Amount
Instalments Instalments Instalments Instalments Instalments
Monthly 21 365.18 108 5,642.85 32 4,190.70 - - - - 10,198.73
Accrued Interest 25.03
EIR Impact ( 17.99)
21 365.18 108 5,642.85 32 4,190.70 - - - - 10,205.77
Interest rate ranges from 09.51% to 11.00%
331Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
c) Terms of Principal Repayment of Borrowings (other than debt securities & securitisation) as on September 30, 2024
Due within Due between Due Between Due between Due between
Original Maturity of 1 Years 1 to 2 Years 2 to 3 Years 3 to 4 years 4 to 5 years Total
loan and ROI No of No of No of No of No of Amount
Amount Amount Amount Amount Amount
Instalments Instalments Instalments Instalments Instalments
Bullet 4 424.55 - - 2 1,403.01 1 963.80 1 293.49 3,084.85
Monthly 164 1,983.15 529 8,074.51 237 1,941.15 - - - - 11,998.81
Quarterly 14 247.92 32 1,047.02 33 1,125.10 - - - - 2,420.04
Yearly - - - - 3 837.89 - - - - 837.89
Accrued interest 166.11
EIR impact ( 73.78)
182 2,655.61 561 9,121.53 275 5,307.15 1 963.80 1 293.49 18,433.92
Interest rate ranges from 8.01% to 13.50%
d) Terms of Principal Repayment of Borrowings (securitisation) as on September 30, 2024
Due within Due between Due Between Due between Due between
Original Maturity of 1 Years 1 to 2 Years 2 to 3 Years 3 to 4 years 4 to 5 years Total
loan and ROI No of No of No of No of No of Amount
Amount Amount Amount Amount Amount
Instalments Instalments Instalments Instalments Instalments
Monthly 72 1,504.93 171 4,859.22 15 2,151.78 - - - - 8,515.94
Accrued Interest 29.04
EIR Impact ( 21.00)
72 1,504.93 171 4,859.22 15 2,151.78 - - - - 8,523.98
Interest rate ranges from 9.51% to 11.00%
332Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
e) Terms of principal repayment of borrowings (other than debt securities & securitisation) as on March 31, 2025
Due within Due between Due between Due between Due between
Original Maturity of 1 years 1 to 2 years 2 to 3 years 3 to 4 years 4 to 5 years Total
loan and ROI Amount
No of No of No of No of No of
Amount Amount Amount Amount Amount
Instalments Instalments Instalments Instalments Instalments
Bullet 1 10.70 2 1,384.90 1 984.20 - - 1 299.50 2,679.30
Monthly 209 3,463.70 501 6,391.20 330 3,487.04 8 2 1,937.50 - - 15,279.44
Quarterly 14 3 00.89 3 4 1,683.60 41 1,283.23 - - - - 3,267.73
Yearly - - 2 5 70.50 - - - - - - 570.50
Accrued Interest 108.42
EIR Impact (74.70)
Total 2 24 3 ,775.29 5 39 1 0,030.20 3 72 5 ,754.47 8 2 1 ,937.50 1 2 99.50 2 1,830.69
Interest rate ranges from 8.01% to 13.50%
f) Terms of principal repayment of borrowings (securitisation) as on March 31, 2025
Due within Due between Due between Due between Due between
Original Maturity of 1 years 1 to 2 years 2 to 3 years 3 to 4 years 4 to 5 years Total
loan and ROI Amount
No of No of No of No of No of
Amount Amount Amount Amount Amount
Instalments Instalments Instalments Instalments Instalments
Monthly 88 1,595.44 89 4,093.63 33 3,554.72 - - - - 9,243.79
Accrued Interest 29.90
EIR Impact (22.42)
Total 8 8 1 ,595.44 8 9 4 ,093.63 3 3 3 ,554.72 - - - - 9 ,251.27
Interest rate ranges from 9.51% to 11.00%
g) Terms of Principal Repayment of Borrowings (other than debt securities & securitisation) as on 31 March, 2024
Due within Due between Due Between Due between Due between
Original Maturity of 1 Years 1 to 2 Years 2 to 3 Years 3 to 4 years 4 to 5 years Total
loan and ROI No of No of No of No of No of Amount
Amount Amount Amount Amount Amount
Instalments Instalments Instalments Instalments Instalments
Bullet 2 466.89 1 1.30 2 1,353.27 1 958.80 - - 2,780.26
Monthly 128 1,641.09 555 8,314.37 171 1,675.38 36 250.00 - - 11,880.84
Quarterly 5 104.17 30 598.48 12 500.00 - - - - 1,202.65
Yearly - - - - 3 833.70 - - - - 833.70
Accrued interest 126.44
EIR impact ( 65.90)
135 2,212.15 586 8,914.15 188 4,362.35 37 1,208.80 - - 16,757.99
Interest rate ranges from 9.01% to 13.50%
333Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
h) Terms of Principal Repayment of Borrowings (securitisation) as on 31 March, 2024
Due within Due between Due Between Due between Due between
Original Maturity of 1 Years 1 to 2 Years 2 to 3 Years 3 to 4 years 4 to 5 years Total
loan and ROI No of No of No of No of No of Amount
Amount Amount Amount Amount Amount
Instalments Instalments Instalments Instalments Instalments
Monthly 109 2,185.30 209 5,815.57 - - - - - - 8,000.87
Accrued Interest 24.90
EIR Impact ( 17.29)
109 2,185.30 209 5,815.57 - - - - - - 8,008.48
Interest rate ranges from 8.51% to 11.00%
i) Terms of Principal Repayment of Borrowings (other than debt securities & securitisation) as on 31 March, 2023
Due within Due between Due Between Due between Due between
Original Maturity of 1 Years 1 to 2 Years 2 to 3 Years 3 to 4 years 4 to 5 years Total
loan and ROI No of No of No of No of No of Amount
Amount Amount Amount Amount Amount
Instalments Instalments Instalments Instalments Instalments
Bullet 9 2,124.10 1 411.10 - - - - - - 2,535.20
Monthly 88 656.14 281 2,575.70 91 994.90 - - - - 4,226.74
Quarterly 8 166.67 12 279.20 11 229.20 - - - - 675.07
Half Yearly - - - - 3 822.20 - - - - 822.20
Accrued Interest 104.70
EIR Impact ( 21.20)
105 2,946.91 294 3,266.00 105 2,046.30 - - - - 8,342.71
Interest rate ranges from 9.01% to 13.00%
j) Terms of Principal Repayment of Borrowings (securitisation) as on 31 March, 2023
Due within Due between Due Between Due between Due between
Original Maturity of 1 Years 1 to 2 Years 2 to 3 Years 3 to 4 years 4 to 5 years Total
loan and ROI No of No of No of No of No of Amount
Amount Amount Amount Amount Amount
Instalments Instalments Instalments Instalments Instalments
Monthly 200 4,562.30 57 1,058.00 - - - - - - 5,620.30
Accrued Interest 16.30
EIR Impact ( 16.20)
200 4,562.30 57 1,058.00 - - - - - - 5,620.40
Interest rate ranges from 9.01% to 14.00%
334Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
As at As at As at As at As at
15 Lease liabilities
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Lease liabilities 402.40 285.50 284.11 236.31 242.90
4 02.40 2 85.50 2 84.11 2 36.31 2 42.90
Note: Refer note 50 for lease liability disclosure.
As at As at As at As at As at
16 Other financial liabilities
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
At amortised cost
Employee benefit payable 115.80 90.95 100.41 54.24 29.00
Expenses payable 220.81 158.07 170.11 156.76 95.77
Creditors for expenses 9.40 13.24 7.74 33.45 24.92
Payables on purchase of property, plant and equipment 4.33 5.26 3.49 9.40 6.10
Other financial liabilities 141.80 249.63 199.56 300.38 4.86
4 92.14 5 17.15 4 81.30 5 54.23 1 60.65
As at As at As at As at As at
17 Provisions
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Provision for employee benefits
Provision for gratuity 149.01 116.51 130.64 92.51 67.80
Provision for compensated absences 111.96 85.80 58.46 39.83 34.20
Provision for bonus 231.41 131.08 244.24 170.36 124.60
Other provisions
Provision for dividend on CCPS - - - 0.16 0.10
4 92.38 3 33.39 4 33.34 3 02.86 2 26.70
As at As at As at As at As at
18 Other non-financial liabilities
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Statutory dues payable 87.53 81.05 118.02 118.54 62.99
EMI and interest received in advance from customers (including
164.28 85.64 147.24 104.67 60.21
Pre EMI)
Goods and service tax payable 16.66 15.43 24.58 28.14 -
Others - 4.25 - 3.29 -
2 68.47 1 86.37 2 89.84 2 54.64 1 23.20
335Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
As at As at As at As at As at
19 Equity share capital
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
No. of Shares Amount No. of Shares Amount No. of Shares Amount No. of Shares Amount No. of Shares Amount
Authorized
Equity shares of Rs.2 each with voting rights for September 30, 2025 & March 31,
2025 and Equity shares of Rs.10 each with voting rights for September 30, 2024, 41,00,00,000 820.00 4,34,20,000 434.20 41,00,00,000 820.00 67,30,000 67.30 5 5,00,000 55.00
March 31, 2024 and March 31, 2023
Compulsorily Convertible Cumulative Preference shares (CCPS) of Rs. 10 each
- - 2,91,00,000 291.00 - - 2,91,00,000 291.00 2 ,91,00,000 291.00
with voting rights
Compulsorily Convertible Cumulative Preference shares (CCPS) of Rs. 20 each
- - 47,40,000 94.80 - - 4 7,40,000 94.80 - -
with voting rights
41,00,00,000 820.00 7,72,60,000 820.00 41,00,00,000 820.00 4,05,70,000 453.10 3,46,00,000 346.00
Issued, subscribed and paid-up
Equity shares of Rs.2 each with voting rights for September 30, 2025 & March 31,
2025 and Equity shares of Rs.10 each with voting rights for September 30, 2024, 19,17,41,570 383.48 3,83,48,314 383.48 19,17,41,570 383.48 4 8,30,520 48.31 4 8,30,500 48.31
March 31, 2024 and March 31, 2023
Less: amount recoverable from ESOP Trust (face value of Rs.2 each for
September 30, 2025 & March 31, 2025 and face value of Rs.10 each for (28,01,470) (5.60) (5,60,294) (5.60) (28,01,470) ( 5.60) ( 5,60,294) (5.60) ( 5,60,294) (5.60)
September 30, 2024, March 31, 2024 and March 31, 2023) held by trust)
0.01% Compulsorily Convertible Cumulative Preference Shares (CCPS) of Rs. 10
- - - - - - 2 ,61,82,448 261.82 2 ,61,82,448 261.82
each
0.01% Compulsorily Convertible Cumulative Preference Shares (CCPS) of Rs. 20
Amount recoverable from ESOP Trust (face value of 5,60,294 shares of Rs.10 each held by t r u s t ) ( C ) - - - - - - 4 7,39,244 94.78 - -
each
377.88 377.88 377.88 399.31 304.53
Details of shares held by promoters **
As at September 30, 2025
S. No. Promoter name No. of shares % of total shares
Nil Nil Nil
As at September 30, 2024
S. No. Promoter name No. of shares % of total shares
Nil Nil Nil
As at March 31, 2025
S. No. Promoter name No. of shares % of total shares
Nil Nil Nil
As at March 31, 2024
S. No. Promoter name No. of shares % of total shares
Nil Nil Nil
As at March 31, 2023
S. No. Promoter name No. of shares % of total shares
Nil Nil Nil
** Disclosure is given as per annual return filed under section 92 of the Companies Act, 2013
336Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
19.1 Reconciliation of the number of equity shares and amount outstanding at the beginning and at the end of the reporting period*:
Particulars Opening balance Fresh Issue CCPS and Warrant Additional shares pursuant to Closing Balance
Conversion share split during the year*
As at September 30, 2025
Equity shares with voting rights
No. of shares 19,17,41,570 - - - 19,17,41,570
Amount 383.48 - - - 383.48
As at September 30, 2024
Equity shares with voting rights
No. of shares 4 8,30,520 21,39,125.00 3,13,78,669.00 - 3 ,83,48,314
Amount 48.31 21.39 313.79 - 383.48
0.01% Compulsorily Convertible Cumulative Preference Shares (CCPS) of Rs 10 each
No. of shares 2 ,61,82,448 - 2,61,82,448.03 - -
Amount 261.82 - 261.82 - -
0.01% Compulsorily Convertible Cumulative Preference Shares (CCPS) of Rs. 20 each
No. of shares 4 7,39,244 - 4 7,39,244.00 - -
Amount 94.78 - 9 4.78 - -
As at March 31, 2025
Equity shares of face value Rs.2 each with voting rights
No. of shares 48,30,520 21,39,125 3 ,13,78,669 15,33,93,256 19,17,41,570
Amount 48.31 21.39 313.79 - 383.48
0.01% Compulsorily Convertible Cumulative Preference Shares (CCPS) of Rs 10 each
No. of shares 2 ,61,82,448 - ( 2,61,82,448) - -
Amount 261.82 - (261.82) - -
0.01% Compulsorily Convertible Cumulative Preference Shares (CCPS) of Rs. 20 each
No. of shares 4 7,39,244 - (47,39,244) - -
Amount 94.78 - ( 94.78) - -
As at March 31, 2024
Equity shares with voting rights
No. of shares 48,30,500 20 - - 4 8,30,520
Amount 48.31 0.00 - - 48.31
0.01% Compulsorily Convertible Cumulative Preference Shares (CCPS) of Rs 10 each
No. of shares 2,61,82,448 - - - 2 ,61,82,448
Amount 2 61.82 - - - 261.82
0.01% Compulsorily Convertible Cumulative Preference Shares (CCPS) of Rs 20 each
No. of shares 47,39,244 - - 4 7,39,244
Amount 94.78 - - 94.78
337Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
As at March 31, 2023
Equity shares with voting rights
No. of shares 4 8,30,500 - - - 4 8,30,500
Amount 48.31 - - - 48.31
0.01% Compulsorily Convertible Cumulative Preference Shares (CCPS) of Rs 10 each
No. of shares 2 ,61,82,448 - - - 2 ,61,82,448
Amount 2 61.82 - - - 261.82
19.2 Terms, rights, preferences and restrictions attached to shares:
ThecompanyhasonlyoneclassofequityshareshavingparvalueofRs.2pershare.Eachholderofequitysharesisentitledtoonevotepershare.Intheeventofliquidation,theequityshareholdersareeligibletoreceivetheremainingassetsofthecompanyafterdistributionofallpreferentialamounts,in
proportion of their shareholding.
19.3 During the financial year ended March 31, 2025, the Company had allotted 3,04,29,293 equity shares of INR 10 each on conversion of 3,09,21,692 0.01% Compulsory Convertible Preference Shares ('CCPs') on September 23, 2024 as per the agreed terms to CCPS holders as per the below details*:
Sr. No. Series No. of CCPS Face Value (in INR) No. of Equity
Shares on
Conversion at a
1 Series A 20,68,764 10 20,68,764
2 Series A1 29,35,726 10 2 9,35,726
3 Series B 65,56,360 10 65,56,360
4 Series C 57,36,709 10 57,36,709
5 Series D 54,75,089 10 5 4,75,089
6 Series E 34,09,800 10 3 4,09,800
7 Series F 47,39,244 20 42,46,845
Total 3 ,09,21,692 3 ,04,29,293
19.4 Mr. Sanjay Sharma had exercised his rights to convert 9,49,376 warrants into equivalent equity shares and paid remaining amount of Rs 653.11 per warrant. Post that Company allotted him 9,49,376 equity shares of INR 10 each on September 24, 2024.
TheCompanyhadalsoallotted21,39,125equitysharesoftheCompanyoffacevalueofRs10eachatapremiumofRs.868.63onSeptember26,2024aspersharesubscriptionagreementdatedSeptember18,2024enteredintobyandamongsttheCompany,IMP2AssetsPte.Ltd.(“ABCImpact”),British
International Investment plc (“BII”), Mr. Sanjay Sharma, Shvet Corporation LLP and Shankh Corporation LLP, and the amended and restated shareholders’ agreement dated September 18, 2024 entered by and amongst inter alia the Company, BII and ABC Impact.
338Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
19.5 Details of equity shares held by each shareholder holding more than 5% shares in the Company:
As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Particulars
Number of shares Number of shares Number of shares
Number of shares held % Number of shares held % % % %
held held* held*
Equity shares with voting rights*
Sanjay Sharma 5 5,45,630 2.89% 1 9,29,126 5.03% 5 5,45,630 2.89% 4 8,98,750 20.28% 4 8,98,750 20.28%
Shankh Corporation LLP 4 2,48,125 2.22% 8,49,625 2.22% 4 2,48,125 2.22% 4 2,48,125 17.59% 4 2,48,125 17.59%
Shvet Corporation LLP 4 2,48,125 2.22% 8,49,625 2.22% 4 2,48,125 2.22% 4 2,48,125 17.59% 4 2,48,125 17.59%
Vikram Jetley 2 8,90,000 1.51% 5,78,000 1.51% 2 8,90,000 1.51% 2 8,90,000 11.97% 3 1,55,000 13.06%
Aye Finance Employee Welfare Trust 2 8,01,470 1.46% 5,60,294 1.46% 2 8,01,470 1.46% 2 8,01,470 11.60% 2 8,01,470 11.60%
Namrata Sharma 1 3,09,825 0.68% 2,61,965 0.68% 1 3,09,825 0.68% 1 3,09,825 5.42% 1 3,09,825 5.42%
A91 Emerging Fund I LLP 1 ,77,15,595 9.24% 3 5,43,119 9.24% 1 ,77,15,595 9.24% 3 25 0.00% 3 25 0.00%
Elevation Capital V Limited 3 ,10,67,645 16.20% 6 2,13,529 16.20% 3 ,10,67,645 16.20% 2,68,385 1.11% 2,68,385 1.11%
LGT Capital Invest Mauritius PCC with Cell E/VP 2 ,71,20,090 14.14% 5 4,24,018 14.14% 2 ,71,20,090 14.14% 1,65,465 0.69% 1,65,465 0.69%
CapitalG LP 1 ,96,86,685 10.27% 3 9,37,337 10.27% 1 ,96,86,685 10.27% 5 00 0.00% 5 00 0.00%
Alpha Wave India I LP (Formerly kown as Falcon Edge India I Lp) 2 ,15,14,185 11.22% 4 3,02,837 11.22% 2 ,15,14,185 11.22% 8,54,250 3.54% 8,54,250 3.54%
British International Investment plc 1 ,82,62,595 9.52% 3 6,52,519 9.52% 1 ,82,62,595 9.52% 5 0 0.00% - 0.00%
MAJ Invest Financial Inclusion Fund II K/S 1 ,14,56,000 5.97% 2 2,91,200 5.97% 1 ,14,56,000 5.97% 4,31,075 1.78% 4,31,075 1.78%
IMP2 Assets Pte. Ltd. 1 ,36,57,490 7.12% - - 1 ,36,57,490 7.12% - - - -
0.01% Compulsorily Convertible Cumulative Preference shares
Elevation Capital V Limited - - - - - - 6 1,59,852 19.92% 6 1,59,852 23.53%
LGT Capital Invest Mauritius PCC with Cell E/VP - - - - - - 5 3,90,925 17.43% 5 3,90,925 20.59%
CapitalG LP - - - - - - 3 9,37,237 12.73% 3 9,37,237 15.04%
MAJ Invest Financial Inclusion Fund II K/S - - - - - - 2 2,04,985 7.13% 2 2,04,985 8.42%
Alpha Wave India I LP (Formerly kown as Falcon Edge India I Lp) - - - - - - 4 1,31,987 13.36% 4 1,31,987 15.78%
A91 Emerging Fund I LLP - - - - - - 3 5,82,764 11.59% 3 2,00,565 12.22%
British International Investment plc - - - - 3 8,21,977 12.36% - -
*For Previous year/period no. of Equity shares Impact of split has been considered Refer Note 32.1
19.6 Number of shares reserved for share options*
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Equity shares of Rs. 2 fully paid up
Number of shares reserved for ESOPs* 8 4,28,140 1 4,91,839 7 4,54,306 6 3,99,665 4 2,54,840
*For Previous year/period no. Impact of split has been considered Refer Note 32.1
19.7 Number of shares reserved for warrants
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Equity shares of Rs. 1 fully paid up
Number of shares reserved for warrants - - - 9 ,49,376 -
19.8 Shares allotted as fully paid-up without payment being received in cash / by way of bonus shares
The Company have not issued bonus shares or shares for consideration other than cash during the five year period immediately preceding the reporting date.
19.9 Shares bought back
Company have not bought back any of its securities during the five year period immediately preceding the reporting date.
339Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
As at As at As at As at As at
20 Other equity
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Securities premium
Opening balance 11,966.43 9,519.49 9,519.49 6,593.40 6,593.40
Add: Premium on shares issued during the period - 2,520.89 2,446.94 2,926.09 -
Closing balance 1 1,966.43 1 2,040.38 1 1,966.43 9 ,519.49 6 ,593.40
Amount received from issue of share warrants - - - 0 .95 -
Share option outstanding account
Opening balance 311.46 219.05 219.05 172.06 115.00
Add: Deferred stock compensation expense 42.32 37.47 92.41 46.99 57.06
Less: Utilisation of deferred stock compensation expense - - - - -
Closing balance 353.78 256.52 311.46 2 19.05 1 72.06
Statutory reserve
Opening balance 926.11 583.60 583.60 261.30 151.30
Add: Amount transferred from surplus of profit and loss 129.18 215.60 342.51 322.30 110.00
Closing balance 1,055.29 799.20 926.11 5 83.60 2 61.30
Retained earnings - other than remeasurement of post employment benefit obligation
Opening balance 2,983.05 1,573.04 1,573.04 178.55 (110.18)
Add: Profit for the year/period 645.97 1,078.00 1,752.52 1,716.79 398.73
Less: Transfer to statutory Reserve (129.18) (215.60) (342.51) (322.30) (110.00)
Closing balance 3,499.84 2,435.44 2,983.05 1 ,573.04 1 78.55
Retained earnings - remeasurement of post employment benefit obligation
Opening balance 23.75 30.98 30.98 35.09 5.21
Add: Other comprehensive (loss) / income (3.25) (8.66) (7.23) (4.11) 29.88
Closing balance 20.50 22.32 23.75 3 0.98 3 5.09
Total 1 6,895.84 1 5,553.86 1 6,210.80 1 1,927.16 7 ,240.40
Nature and purpose of reserves
Statutory reserves
ThereserveiscreatedaspertheprovisionofSection45(IC)ofReserveBankofIndiaAct,1934.Thisisarestrictedreserveandnoappropriationcanbemadefromthisreservefundexceptforthepurposeasmaybe
prescribed by Reserve Bank of India.
Securities premium reserves
SecuritiesPremiumReserveiscreditedwhensharesareissuedatpremium.ItisutilizedinaccordancewiththeprovisionsofAct,toissuebonusshares,toprovideforpremiumonredemptionofshares,write-off
equityrelatedexpenseslikeunderwritingcostetc.,andduringtheyearendedMarch31,2025andduringtheperiodendedSeptember30,2024andduringtheyearendedMarch31,2024suchexpensesamounting
to the tune of Rs 22.50 Millions, Rs 1.03 Millions and Rs. 78.40 millions respectively have been utilised.
Employee stock outstanding account
Inaccordancewithresolutionapprovedbytheshareholders,theCompanyhasreservedsharesoptions,forissuancetotheeligibleemployeesthroughESOPscheme.TheCompanyhasapprovedstockoption
schemes - ESOP Scheme 2016, 2020 and 2024 on August 05, 2016, November 10, 2020 and June 26, 2024 respectively as amended from time to time.
TheAdministrator(i.e.NominationandRemunerationCommittee('NRC')oftheCompany'sboardofdirectors)hasthepowertogranttheoptionsinpursuancetotheESOPschemes,eachoptionconsistsofone
equityshare.Suchoptionvestatadefinitedate,saveforspecificincidents,prescribedintheschemesasframed/approvedbytheCompanyandshareholders.Suchoptionsareexercisableforaperiodfollowing
vesting at the discretion of the Board of Directors of the Company , subject to the conditions prescribed in the ESOP schemes as amended from time to time.
Retained earnings - other than remeasurement of post employment benefit obligation
RetainedearningsoraccumulatedsurplusrepresentstotalofallprofitsretainedsinceCompany’sinception.Retainedearningsarecreditedwithcurrentyearprofits,reducedbylosses,ifany,dividendpayouts,
transfers to General reserve or any such other appropriations to specific reserves.
Retained earnings - remeasurement of post employment benefit obligation
Remeasurement of the net defined benefit liabilities comprise actuarial gain or loss.
340Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
Six months ended Six months ended Year ended Year ended Year ended
21 Interest income
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
On Financial Assets measured at amortised cost
Interest on loans to customers 7,207.22 6,301.11 13,026.32 9,322.30 5,557.25
Interest on deposits with banks 130.22 101.28 233.32 164.56 107.60
Interest income on treasury bill 0.86 - - - -
7 ,338.30 6 ,402.39 1 3,259.64 9 ,486.86 5 ,664.85
Net gain/(loss) on derecognition of financial instruments under Six months ended Six months ended Year ended Year ended Year ended
22
amortised cost category September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Net gain on derecognition of financial instruments under
2 93.24 1 7.01 3 75.93 189.48 125.10
amortised cost category
2 93.24 1 7.01 3 75.93 1 89.48 1 25.10
3,759.25 3,799.72 (40.47)
Six months ended Six months ended Year ended Year ended Year ended
23 Fees and commission income
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Servicing fee 20.67 10.11 21.84 35.87 5.70
Application fee 75.05 64.85 133.95 132.44 98.90
Delay payment charges, registration charges and others 231.14 175.08 388.38 310.33 150.20
3 26.86 2 50.04 5 44.17 4 78.64 2 54.80
Six months ended Six months ended Year ended Year ended Year ended
24 Net gain on fair value changes
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Gain on sale of mutual funds 162.60 197.29 383.65 210.10 119.90
Gain on currency fluctuation - - - 37.10 69.60
Gain on fair value of cross currency swap 314.14 55.67 33.93 - -
4 76.74 2 52.96 4 17.58 2 47.20 1 89.50
Realised gain 1 62.60 1 97.29 3 83.65 2 69.90 1 16.50
Unrealised (loss) / gain 3 14.14 5 5.67 3 3.93 ( 22.70) 7 3.00
4 76.74 2 52.96 4 17.58 2 47.20 1 89.50
Six months ended Six months ended Year ended Year ended Year ended
25 Other income
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Miscellaneous income* 192.65 245.58 447.20 312.63 199.10
Profit on early termination of lease 1.40 2.12 4.98 2.59 -
Profit on sale of assets 1.03 0.35 0.37 0.10 -
1 95.08 2 48.05 4 52.55 3 15.32 1 99.10
* Includes interest on Income tax refund.
Six months ended Six months ended Year ended Year ended Year ended
26 Finance cost
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Interest on:
Debt securities 782.32 717.43 1,522.94 1,132.40 1,024.60
Borrowings (other than debt securities) 1,643.64 1,438.43 2,863.11 1,932.40 815.90
Lease liabilities 28.79 19.41 45.72 22.11 31.60
Delayed payment of statutory dues 0.04 0.95 4.88 - 0.10
Other finance cost* 133.85 116.35 243.38 178.40 107.40
2 ,588.64 2 ,292.57 4 ,680.03 3 ,265.31 1 ,979.60
* Other finance cost includes interest expense calculated using the EIR method.
341Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
Six months ended Six months ended Year ended Year ended Year ended
27 Net loss on fair value changes
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Loss on fair value of cross currency swap - - - 61.80 65.70
Loss on currency fluctuation 307.53 62.59 36.21 - -
3 07.53 6 2.59 3 6.21 6 1.80 6 5.70
Six months ended Six months ended Year ended Year ended Year ended
28 Impairment on financial instruments
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Measured at amortised cost
Impairment on financial instruments at amortised cost 239.26 240.22 818.77 768.00 208.50
Amounts written off (net of recovery) 1,462.03 764.28 2,034.89 529.20 500.00
Loss on settlement 27.47 9.40 29.30 16.81 25.00
Impairment Provision on Staff Loan 0.49 - 5.30
1 ,729.25 1 ,013.90 2 ,888.26 1 ,314.01 7 33.50
Six months ended Six months ended Year ended Year ended Year ended
29 Employee benefits expense
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Salaries and wages 1,951.05 1,449.49 3,141.45 2,252.00 1,743.50
Contribution to provident and other funds 139.40 108.53 232.65 176.10 152.70
Expense on employee stock option (ESOP) scheme 42.33 37.48 92.41 47.00 57.00
Staff welfare expenses 212.65 126.50 292.32 249.91 144.90
Gratuity expenses [Refer note 35] 20.22 17.09 37.54 27.10 23.90
2 ,365.65 1 ,739.09 3 ,796.37 2 ,752.11 2 ,122.00
Six months ended Six months ended Year ended Year ended Year ended
30 Other expenses
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Rent - 1 .03 - - 0.80
Rates and taxes 1 3.34 1 0.16 4 1.86 25.55 12.20
Communication costs 2 0.99 2 8.30 5 5.84 63.14 48.50
Printing and stationery 1 0.63 1 0.73 2 2.96 23.90 19.20
Legal and Professional charges 1 52.05 1 02.33 2 29.62 153.90 98.60
Directors fees 2 .58 1 .66 5 .52 3.50 2.50
Payment to auditors [Refer Note below] 4 .49 4 .62 8 .59 10.49 12.23
Corporate social responsibility (CSR) [Refer note 31] 1 2.26 8 .40 1 7.48 9.36 5.30
Membership and subscription fees 9 7.09 7 0.04 1 67.24 121.06 98.70
Travel and conveyance 1 96.41 1 52.89 3 37.31 293.78 240.90
Tour and travelling 4 8.02 4 0.21 9 4.75 68.24 51.90
Electricity expenses 8 .67 9 .49 1 9.54 14.85 10.50
Office expenses 4 2.04 3 5.52 6 9.96 61.04 53.40
CGTMSE premium charge - 0 .01 - 0.75 22.50
CGFMU guarantee fee 4 8.64 - - - -
Bank charges 1 4.54 1 4.45 3 5.77 22.99 11.70
Loss on sale of property, plant and equipment 0 .54 - - 0.60 -
Provision on investments - - - 2.53 -
Miscellaneous expenses 2 7.66 3 3.74 7 0.83 24.59 15.19
6 99.94 5 23.58 1 ,177.27 9 00.27 7 04.12
Note : Payment to auditors
Statutory audit 2.48 2.28 4.51 4.65 6.79
Limited review 0.89 1.15 1.80 3.01 4.09
Tax audit 0.30 0.25 0.64 0.49 0.71
Other certifications 0.46 0.58 1.07 1.80 0.64
Out of Pocket Expense 0.36 0.36 0.57 0.54 -
4 .49 4 .62 8 .59 1 0.49 1 2.23
Note:
1. The above amount includes GST, for which 50% input credit is not available.
2. For the year ended March 31, 2025, the company has incurred INR 7.10 Millions towards service received from the auditors of the Company in relation to the proposed
Initial Public Offering (IPO). The amount is inclusive of GST, for which 50% input credit is not available and Out of pocket expense.The same was not charged off to the
statement of profit and loss and was disclosed in 'Other Non- financial assets'.
3. For the year ended March 31, 2024, amount is inclusive of Rs. 4.57 millions paid to the erstwhile Statutory Auditors i.e. SR Batliboi & Associates LLP (March 31, 2023: Rs.
12.23 millions). It includes Tax Audit Fees, Limited Review Fees, Certifications Fees & Out of Pocket Expenses.
342Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
31 Disclosure pertaining to corporate social responsibility expenses
Six months ended Six months ended Year ended Year ended Year ended
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Amount required to be spent by the Company during the period / year 3 4.66 1 5.52 1 5.52 1 .77 5 .00
Amount spent during the period/year
(a) Construction/acquisition of any asset - - - - -
(b) On purposes other than (a) above** 1 2.26 8 .40 1 7.48 9 .36 5 .30
(c) Shortfall/(excess) at the end of the year Nil Nil Nil Nil Nil
(d) Total of Previous year shortfall Nil Nil Nil Nil Nil
(e) Reason for shortfall NA NA NA NA NA
(f)Whereaprovisionismadewithrespecttoliabilityincurredbyentering
NA NA NA NA NA
into a contractual obligation, the movements in the provision.
** For the purpose of Dairy program, Footwear Program, Sports Program, Kirana program, Women Empowerment etc.
Note: 1 Details of related party transactions in relation to CSR expenditure as per Ind AS 24, Related Party Disclosures (refer note no 36).
Note: 2 The Company has undertaken CSR Activities as per schedule VII of the Companies Act, 2013.
32 Earnings per share
BasicEPSamountsiscalculatedbydividingtheprofitfortheyearattributabletoequityholdersbytheweightedaveragenumberofequitysharesoutstandingduringtheyear.Dilutedearningspershareis
computed using the weighted average number of common and dilutive common equivalent shares outstanding during the year, except where the result would be anti-dilutive.
Six months ended Six months ended Year ended Year ended Year ended
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Profit / (Loss) attributable to equity holders 6 45.97 1 ,078.00 1752.52 1,716.79 398.73
Less: Preference dividend - - - - -
Net Profit / (Loss) attributable to equity holders 645.97 1,078.00 1,752.52 1,716.79 398.73
Weightedaveragenumberofequitysharesoutstandingduringtheyear-
19,17,41,570 3,53,85,912 3,68,63,054 3,23,27,266 3,10,12,948
for Basic EPS original
Impactofsharespliteffectedduringtheyear(eachshareoffacevalueRs
- 14,15,43,648 14,74,52,216 12,93,09,066 12,40,51,792
10 split into five shares of face value of Rs 2 each)
Weighted Average number of Equity Shares post split used as
19,17,41,570 17,69,29,560 18,43,15,270 16,16,36,332 15,50,64,740
denominator in calculating Basic Earnings Per Share
Effect of dilutive potential equity share equivalent 30,92,670 7,28,900 6,76,432 3,62,599 3,91,080
Impactofsharespliteffectedyeartheyear(eachshareoffacevalueRs10
- 29,15,601 27,05,728 14,50,395 15,64,320
split into five shares of face value of Rs 2 each)
Weightedaveragenumberofequitysharesoutstandingduringtheyear-
19,48,34,240 18,05,74,062 18,76,97,430 16,34,49,326 15,70,20,140
for Dilutive EPS post split
Basic earnings per share (Rs.) 3.37 6.09 9.51 10.62 2.57
Diluted earnings per share (Rs.) 3.32 5.97 9.34 10.50 2.54
Nominal value per share (Rs.) 2 .00 2 .00 2 .00 2 .00 2 .00
Earning per share both (basic & diluted) has been restated for Previous year/period September 30,2024, March 31,2024, March 31,2023 on account of split issue.
32.1 The Board of Directors of the Company in the Board meeting dated October 16, 2024 and Shareholders of the company in the Extra Ordinary General Meeting dated October 17, 2024 have
approved the re-classification and sub-division of each of the Equity Share of the Company having a face value of Rs. 10/- each in the Equity Share Capital of the Company, into 5 Equity Shares
having a face value of Rs. 2/- each.
343Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
33 Contingent liabilities and commitments (to the extent not provided for)
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
(a) Contingent liability
Income Tax laws 129.52 24.40 100.40 24.40 24.40
TDS demand 28.50 - 28.50 - -
GST demand 0 .90 - 0 .90 - -
(a) Commitments
Estimatedamountofcontractsremainingtobeexecutedoncapitalaccount
- - - - -
and not provided for
Commitments related to loans sanctioned but not disbursed 465.07 291.11 411.30 382.00 166.64
34 Segment information
OperatingsegmentsarereportedinamannerconsistentwiththeinternalreportingprovidedtotheChiefOperatingDecisionMaker(CODM).TheCODMmakesstrategicdecisionsandisresponsiblefor
allocating resources and assessing performance of the operating segments.
TheCODMconsiderstheentirebusinessoftheCompanyonaholisticbasistomakeoperatingdecisionsreviewstheoperatingresultsoftheCompanyasawhole.FurthertheCompanyoperatesinasingle
reportablesegmenti.e.grantingloans,whichhassimilarrisksandreturnsforthepurposeofIndAS108“Operatingsegments”,andisconsideredtobetheonlyreportablebusinesssegment.Further,the
Company is operating in India which is considered as a single geographical segment.
344Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
35 Employee benefits
35.1 Defined contribution plans
TheCompanymakesProvidentFundtodefinedcontributionplanforqualifyingemployees.UndertheSchemes,theCompanyisrequiredtocontributeaspecifiedpercentageofthepayrollcoststofundthe
benefits.TheCompanyrecognisedRs.139.40millions(Sep30,2024:Rs.108.53millions,March31,2025:Rs.232.65millions,March31,2024:Rs.176.10millionsandMarch31,2023:Rs.152.70millions)for
Provident Fund contributions in the statement of profit and loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.
35.2 Other long-term benefits
Thecompanyhasadefinedbenefitleaveencashmentplanforitsemployees.Underthisplan,theyareentitledtoencashmentofearnedleavessubjecttocertainlimitsandotherconditionsspecifiedforthe
same.Theliabilitiestowardsleaveencashmenthavebeenprovidedonthebasisofactuarialvaluation.TheCompanyrecognised Rs.61.34millions(Sep30,2024:Rs.51.89millions,March31,2025:Rs71.36
millions, March 31, 2024 :Rs 46.81 millions, March 31, 2023 :Rs 31.39 millions) for compensated absences in the statement of profit and loss.
35.3 Defined benefit plans
The Company's gratuity scheme provide for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days basic
salary for each completed year of service or part thereof in excess of six months in terms of provisions of Payment of Gratuity Act, 1972. Vesting occurs upon completion of five years of service.
The present value of defined benefit obligation and the related current service cost were measured using the projected unit credit method with actuarial valuations being carried out at each balance sheet date.
The following table summarises the components of net benefit expense recognised in the statement of profit and loss and the amounts recognised in the balance sheet:
(a) Amount recognised in the statement of profit and loss and other comprehensive income:
As at As at Year ended Year ended Year ended
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Current service cost 15.72 13.74 30.84 22.09 17.19
Interest expense 4.50 3.35 6.70 5.01 6.71
Amount recognised in the statement of profit and loss 20.22 17.09 37.54 27.10 23.90
Remeasurement of defined benefit liability:
Actuarial (gain) / loss from changes in demographic assumptions (12.82) - - - (33.21)
Actuarial (gain) / loss from changes in financial assumptions 2 .03 0 .55 1.32 0 .59 (2.06)
Actuarial (gain) / loss from experience adjustments 15.15 11.01 8.40 5 .02 (4.63)
Amount recognised in other comprehensive income 4 .36 11.56 9 .72 5 .61 (39.90)
24.58 28.65 47.26 32.71 (16.00)
(b) Reconciliation of fair value plan assets and defined benefit obligation
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Defined benefit obligation 1 49.01 1 16.51 130.64 9 2.51 6 7.80
Net defined (asset) / liability recognised in the balance sheet 1 49.01 1 16.51 1 30.64 9 2.51 6 7.80
(c) Actual contributions and benefit payments during the year
As at As at Year ended Year ended Year ended
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Actual benefit payments (6.21) (4.65) (9.14) (8.00) (8.60)
(d) Changes in the present value of the defined benefit obligation are as follows:
As at As at Year ended Year ended Year ended
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Defined benefit obligation at beginning of the year/period 130.64 92.51 92.51 67.80 9 2.40
Current service cost 1 5.72 1 3.74 30.84 2 2.09 1 7.19
Past service cost - - - - -
Interest expense 4 .50 3 .35 6.70 5 .01 6 .71
Remeasurement (gains) / losses
Actuarial (gain) / loss from changes in financial assumptions 2 .03 0 .55 1.32 0 .59 ( 2.06)
Actuarial (gain) / loss from experience adjustments 1 5.15 1 1.01 8.40 5 .02 ( 4.63)
Actuarial (gain) / loss from changes in demographic assumptions ( 12.82) - - - ( 33.21)
Benefits paid ( 6.21) ( 4.65) ( 9.14) ( 8.00) ( 8.60)
Defined benefit obligation at end of the year/period 1 49.01 1 16.51 1 30.64 9 2.51 6 7.80
(e) Changes in the fair value of plan assets are as follows:
Fair value of plan assets at beginning of the year/period - - - - -
Fair value of plan assets at end of the year/period - - - - -
345Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
35.4 The principal assumptions used in determining obligations for the Company's plan are shown below:
As at As at Year ended Year ended Year ended
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Discount rate (in %) 6.38% 7.15% 7.04% 7 .25% 7 .39%
Future salary increase (in %) 9.00% 10.00% 10.00% 1 0.00% 1 0.00%
Retirement age 58.00 58.00 58.00 5 8.00 5 8.00
Demographic assumptions
Attrition
Upto 30 years 40.00% 33.10% 33.10% 3 3.10% 3 3.10%
31-44 years 35.00% 28.40% 28.40% 2 8.40% 2 8.40%
Above 44 years 15.00% 6.20% 6.20% 6 .20% 6 .20%
Mortality IALM (2012-14) IALM (2012-14) IALM (2012-14) IALM (2012-14) IALM (2012-14)
ThediscountrateisbasedontheprevailingmarketyieldsofGovernmentofIndiasecuritiesasatthebalancesheetdatefortheestimatedtermofobligations.Theestimateoffuturesalaryincreases
considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.
Sensitivity analysis
Significantactuarialassumptionsforthedeterminationofthedefinedobligationarediscountrate,expectedsalaryincreaseandmortality.Thesensitivityanalysesbelowhavebeendeterminedbasedon
reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Present value of obligation at the end of the period 149.01 116.51 130.64 92.51 67.80
Effect of +50 basis points in rate of discounting (0.83) (2.76) (3.17) (2.20) (1.57)
Effect of -50 basis points in rate of discounting 3.32 2.91 3.34 2.30 1.65
Present value of obligation at the end of the period 149.01 116.51 130.64 92.51 67.80
Effect of +50 basis points in rate of salary increase 3.74 2.54 2.87 2.00 1.55
Effect of -50 basis points in rate of salary increase (0.76) (2.46) (2.78) (2.00) (1.50)
Thesensitivityanalysispresentedabovemaynotberepresentativeoftheactualchangeinthedefinedbenefitobligationasitisunlikelythatthechangeinassumptionswouldoccurinisolationofoneanother
as some of the assumptions may be correlated.
Furthermore,inpresentingtheabovesensitivityanalysis,thepresentvalueofthedefinedbenefitobligationhasbeencalculatedusingtheprojectedunitcreditmethodattheendofthereportingperiod,which
is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.
Estimated gain/ (loss) Estimated gain/ (loss)
Present value of defined
Experience adjustments Fair value of plan assets adjustments on plan adjustments on plan
benefit obligation
liabilities assets
September 30, 2025 149.01 - 1 5.15 -
September 30, 2024 116.51 - 1 1.01 -
2024-25 130.64 8 .40
2023-24 92.51 - 5 .02 -
2022-23 67.80 - ( 4.63) -
2021-22 92.40 - ( 11.48) -
2020-21 74.48 - 3 .43 -
2019-20 44.89 - ( 1.07) -
2018-19 19.91 - 0 .00 -
2017-18 7 .96 - ( 0.05) -
2016-17 3 .71 - 0 .19 -
35.5 Risk exposure:
Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below:
Interestrisk:TheplanexposestheCompanytotheriskoffallininterestrates.Afallininterestrateswillresultinanincreaseintheultimatecostofprovidingtheabovebenefitandwillthusresultinan
increase in the value of the liability (as shown in financial statements).
Liquidityrisk:ThisistheriskthattheCompanyisnotabletomeettheshort-term/longtermgratuitypay-outs.Thismayariseduetononavailabilityofenoughcash/cashequivalenttomeettheliabilitiesor
holding of illiquid assets not being sold in time.
SalaryEscalationrisk:Thepresentvalueofthedefinedbenefitplaniscalculatedwiththeassumptionofsalaryincreaserateofplanparticipantsinfuture.Deviationintherateofincreaseofsalaryinfuturefor
plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan's liability.
Demographicrisk:TheCompanyhasusedcertainmortalityandattritionassumptionsinvaluationoftheliability.TheCompanyisexposedtotheriskofactualexperienceturningouttobeworsecomparedto
the assumption.
Regulatoryrisk:GratuitybenefitispaidinaccordancewiththerequirementsofthePaymentofGratuityAct,1972(asamendedfromtimetotime).Thereisariskofchangeinregulationsrequiringhigher
gratuity pay-outs (e.g. Increase in the maximum limit on gratuity of Rs. 2 Millions).
346Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
36 Related party disclosures
Disclosures in accordance with the requirements of Ind AS 24 on Related Party Disclosures, as identified and certified by the management, are set out as below:
36.1 Details of related parties:
Description of relationship Names of related parties
Key Managerial Personnel (KMP) Mr. Sanjay Sharma - Managing Director
Mr. Mayank Shyam Thatte - Chief Financial Officer (up to May 24, 2023)
Mr. Krishan Gopal - Chief Financial Officer (w.e.f. July 07, 2023)
Ms. Tripti Pandey - Company Secretary, Compliance Officer & CCO (up to May 24, 2024)
Mr. Vipul Sharma- Company Secretary , Compliance Officer & CCO (w.e.f. May 25,2024)
Independent directors Mr. Navin Kumar Maini (up to September 02, 2023)
Mr. Vinay Baijal (up to September 02, 2023)
Mr. Vinay Baijal (w.e.f. August 16, 2024)
Ms. Arpita Pal Agrawal (up to September 02, 2023)
Mr. Govinda Rajulu Chintala (w.e.f. September 01, 2023)
(Appointed as Chairperson of Board w.e.f. January 5, 2024)
Mr. Sanjaya Gupta (w.e.f. September 01, 2023)
Ms. Kanika Tandon Bhal (resigned w.e.f. September 01, 2022)
Ms. Kanika Tandon Bhal (w.e.f. September 01, 2023)
Ms. Padmaja Nair (w.e.f. October 17, 2024)
Non-Executive, Non-Independent Directors Mr. Vivek Kumar Mathur (up to December 12, 2024)
Mr. Navroz Darius Udwadia (up to December 12, 2024)
Mr. Kartik Srivatsa (up to December 12, 2024)
Mr. Kaushik Anand Kalyana Krishnan (up to December 12, 2024)
Mr. Aditya Misra (w.e.f. September 28, 2024)
Mr. Gaurav Malhotra (w.e.f. June 26,2024 to up to December 12, 2024)
Entities over which KMP's have significant influence Aye Finance Employee Welfare Trust
Entities exercising significant influence over the Company Elevation Capital V Limited (formerly known as SAIF Partners India V Ltd.)
Alpha Wave India I LP (formerly known as Falcon Edge India I LP )
A91 Emerging Fund I LLP
LGT Capital Invest Mauritius PCC with Cell E/VP
CapitalG LP
CapitalG International LLC
British International Investment PLC w.e.f. January 05, 2024
Wholly - owned subsidiary company Foundation for Advancement of Micro Enterprises (Section 8 Company)
Relatives of KMP Mr. Shashwat Sharma
36.2 Details of related party transactions and outstanding balances during the year / period
Summary of related party transactions
As at As at Year ended Year ended Year ended
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
(a) Managerial remuneration
Short term employee benefits (Director)
Mr. Sanjay Sharma 26.81 2 4.37 42.10 3 6.86 2 9.92
Short term employee benefits (Relative of Director)
Mr. Shashwat Sharma 0 .98 0 .83 1 .50 1 .22 0 .53
Short term employee benefits (KMP other than directors)
Mr. Mayank Shyam Thatte - - - 1 .35 9 .94
Mr. Krishan Gopal 10.79 8 .97 16.20 1 0.83 -
Ms. Tripti Pandey - 0 .27 0 .30 3 .06 1 .54
Mr. Vipul Sharma 2 .76 1 .13 2 .70 - -
Post employment benefits - - - - -
Other long-term benefits - - - - -
Termination benefits - - - - -
Share based payments
-
Mr. Mayank Shyam Thatte - - - 1 .75
Mr. Krishan Gopal 4 .54 5.12 10.46 3.31 -
Ms. Tripti Pandey - 0.03 0 .02 0.18 0.25
Mr. Vipul Sharma 0 .28 0 .08 0 .25 - -
(i)Excludingprovisionforgratuityandcompensatedabsencesasthesame
are actuarially determined for the Company as a whole and thus not
separately ascertainable for the Director
(b) Director's sitting fee 2 .58 1.66 5 .47 3 .50 2 .50
(c) Grant of ESOPs (KMP) 0 .79 1 .32 3 .90 3 .40 0 .10
(d) Corporate social responsibility
Foundation for Advancement of Micro Enterprises (FAME) 12.26 8.40 17.48 9.36 5.00
347Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
(e) Rent received
Foundation for Advancement of Micro Enterprises (FAME) 0.22 - 0.44 - -
(f) Advances Given during the year
Advance for CSR to FAME 34.66 20.00 20.00 10.00 -
Foundation for Advancement of Micro Enterprises (FAME) - - 0.30 0.19 0.11
(g) Reimbursement received
Balance against advance received back 2.52 - - 0.64 -
Foundation for Advancement of Micro Enterprises (FAME) - - 0.30 0.19 0.11
(h) Loan given to KMP
Mr. Krishan Gopal - - 3.32 - -
Balance outstanding at the end of the period/year
(i) (i) Long and Short term loans and advances
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Aye Finance Employee Welfare Trust - 1.25 - 1.25 1.25
Foundation for Advancement of Micro Enterprises (FAME) 22.40 11.60 2.52 - -
Loan given to KMP (Mr. Krishan Gopal ) 1.57 - 3.32 - -
23.97 12.85 5.84 1.25 1.25
(i) (ii) Investment in subsidiary company
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Foundation for Advancement of Micro Enterprises (FAME)* - - - - 2 .50
- - - - 2 .50
* Refer Note no 6
(i) (iii) Dues to Directors
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Mr. Govinda Rajulu Chintala - - - 0.12 -
Mr. Sanjaya Gupta - - - 0.09 -
Ms. Kanika Tandon Bhal - - - 0.06 -
- - - 0 .27 -
(j)Loansandadvancesinnatureofloansaregrantedtopromoters,directors,KMPsandtherelatedparties(asdefinedundertheCompaniesAct,2013),eitherseverallyorjointlywithanyotherpersonthatare
(a) repayable on demand or (b) without specifying any terms or period of repayment
Amount of loan or advance Percentage to the total loans and advances in the
Type of borrower
in nature of loan outstanding nature of loans
Nil Nil
(k)Alltherelatedpartytransactionsthatwereenteredduringthefinancialyearwereintheordinarycourseofbusinessandonanarm’slengthbasis.Therewerenomateriallysignificanttransactionsmadeby
thecompanywiththerelatedpartieseitherindividuallyortakentogetherwiththeprevioustransactionswhichmayhaveapotentialconflictwiththeinterestofthecompanyatlarge.Alltherelatedparty
transactions are placed before the Audit Committee and subsequently before the Board of Directors for approval and review on quarterly basis.
348Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
37 Intangible asset under development
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Intangible asset under development 41.47 23.78 41.30 29.53 4.70
4 1.47 2 3.78 4 1.30 2 9.53 4 .70
37.1(a) Intangible asset under development ageing schedule
As at S eptember 30, 2025
Intangible asset under Amount of Intangible asset under development for a period of
Total
development Less than 1 year 1 - 2 year 2 - 3 year More than 3 years
Projects in progress
ML APP* 2 6.57 14.90 - - 41.47
2 6.57 14.90 - - 41.47
*Project in progress is related with implementation of new workflow related to Mortgage loan and its expected completion date is November 1, 2025.
As at S eptember 30, 2024
Intangible asset under Amount of Intangible asset under development for a period of
Total
development Less than 1 year 1 - 2 year 2 - 3 year More than 3 years
Projects in progress
Mobile APP 2.44 - - - 2.44
Product Development App 2.53 2.53 - - 5.06
ML APP 1 4.90 - - - 14.90
Adernalin 1.38 - - - 1.38
2 1.25 2.53 - - 23.78
As at March 31, 2025
Intangible asset under Amount of Intangible asset under development for a period of Total
development Less than 1 year 1 - 2 year 2 - 3 year More than 3 years
Projects in progress
Mobile App 3.60 - - - 3 .60
Product Development App 5.39 2.51 - - 7 .90
ML App 2 9.80 - - - 29.80
3 8.79 2.51 - - 41.30
As at March 31, 2024
Intangible asset under Amount of Intangible asset under development for a period of
Total
development Less than 1 year 1 - 2 year 2 - 3 year More than 3 years
Projects in progress
Product Development App 2 .53 - - - 2.53
ML APP 2 7.00 - - - 27.00
2 9.53 - - - 29.53
As at March 31, 2023
Intangible asset under Amount of Intangible asset under development for a period of
Total
development Less than 1 year 1 - 2 year 2 - 3 year More than 3 years
Projects in progress
Mobile App 4 .10 0.60 - - 4.70
4.10 0.60 - - 4 .70
349Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
37.2 Movement of Intangible asset under development
Product Adrenalin
Particulars Mobile App ML APP Total
Development App Development app
Amount as at April 01, 2025 3.60 7.89 29.81 - 41.30
Additions during the period 0.15 - 11.66 - 11.81
Less: Amount capitalized in Intangible assets 3.75 7.89 - - 11.64
Balance as at September 30, 2025 - - 41.47 - 41.47
Amount as at April 01, 2024 - 2.53 27.00 - 29.53
Additions During the period 2.44 2.53 15.29 1.38 21.64
Less: Amount capitalized in Intangible assets - - 27.39 - 27.39
Balance as at September 30, 2024 2.44 5.06 14.90 1.38 23.78
Product
Particulars Mobile App ML APP Adrenalin Total
Development App
Balance as at March 31, 2024 - 2.50 27.00 - 29.50
Additions During the year 3.60 5.39 30.20 1.4 40.59
Less: Amount capitalized in Intangible assets - - 27.39 1.4 28.79
Balance as at March 31, 2025 3.60 7.89 29.81 - 41.30
Amount as at March 2023 4.70 - - - 4.70
Additions During the year 2.30 2.53 27.00 - 31.83
Less: Amount capitalized in Intangible assets 7.00 - - - 7.00
Balance as at March 2024 - 2.53 27.00 - 29.53
Amount as at March, 2022 0.60 - - - 0.60
Additions During the year 4.10 - - - 4.10
Less: Amount capitalized in Intangible assets - - - - -
Balance as at March 2023 4.70 - - - 4.70
Intangible asset under development Completion schedule
There is no intangible asset under development for which completion is overdue or has exceeded its cost compared to its original plan in the company.
38 Ratio analysis and it's elements*
As at As at Reason for Variance
Ratio % Variance
September 30, 2025 September 30, 2024 (if above 25%)
(a) Capital to risk -weighted assets ratio (CRAR) 3 2.27% 3 7.61% ( 14.20)% Not applicable
(b) Tier I CRAR 3 2.27% 3 7.61% ( 14.20)% Not applicable
(c) Tier II CRAR 0.00% 0.00% 0.00% Not applicable
(d) Liquidity coverage ratio 406.03% 249.95% 6 2.44% Refer note below
Note:IntheSept’24,HQLAofRs.1996.81 MillionswasbeingmaintainedagainstrequiredHQLAofRs.798.87Millions.HQLAfortheperiodendingSept-2025hadbeenRs.3470.91
MillionsowningtostrongliquiditypositionofthecompanyagainstRs.854.85MillionsofrequiredHQLA.Thus,LCRfortheSept-2025periodhaveincreasedto406.03%fromearlier
249.95% in Sept-2024.
As at As at Reason for Variance
Ratio % Variance
March 31, 2025 March 31, 2024 (if above 25%)
(a) Capital to risk -weighted assets ratio (CRAR) 34.92% 32.79% 6 .49% Not applicable
(b) Tier I CRAR 34.92% 32.79% 6 .49% Not applicable
(c) Tier II CRAR 0.00% 0.00% 0.00% Not applicable
(d) Liquidity coverage ratio 358.39% Not applicable Not applicable Not applicable
As at As at Reason for Variance
Ratio % Variance
March 31, 2024 March 31, 2023 (if above 25%)
(a) Capital to risk -weighted assets ratio (CRAR) 3 2.79% 3 1.07% 5 .52% Not applicable
(b) Tier I CRAR 3 2.79% 3 1.07% 5 .52% Not applicable
(c) Tier II CRAR 0.00% 0.00% 0.00% Not applicable
(d) Liquidity coverage ratio Not applicable Not applicable Not applicable Not applicable
* Based on the requirement of the Schedule III
350Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
39 Employee share based payments*
The Company at its Annual General Meeting (AGM) held on August 05, 2016 had approved an Employee Stock Option Plan 2016 (‘the Plan’) with initial pool of 19,32,080 options and had authorised the Company to issue stock options under the above plan. At the
AGM held on September 30, 2019, additional 8,69,390 shares were added to this plan. The Company has provided loan to Aye Finance Employee Welfare Trust for purchase of total 28,01,470 Equity shares (ESOP Shares) from the existing shareholders.
In Extraordinary General Meeting (EGM) held on November 10, 2020, the ESOP Plan 2016 was discontinued and balance 5,78,755 shares of ESOP pool were transferred to a new Employee Stock Option Plan (ESOP 2020 Plan). In the same EGM, resolution was passed
for approval of a new Employee Stock Option Plan 2020 ('the ESOP 2020 Plan') with initial pool size of 31,64,590 options which has been increased to 44,08,635 options from time to time and authorised the Company to issue stock options under the above plan.
In financial year 2024, to further enhance employee engagement and retention, the Company introduced a new Employee Stock Option Plan in 2024 ('the ESOP 2024 Plan'). At the Extraordinary General Meeting held on June 26, 2024, a total of 15,82,295 options
were approved for the 2024 scheme. At the EGM held on August 16, 2024, additional 20,00,000 options were added to this plan and at the EGM held on September 28, 2024, another 20,00,000 options were added to this plan.
The vesting period for the options in ESOP 2016 Plan, ESOP 2020 Plan and ESOP 2024 Plan is 4 years (with 10%, 20%, 30% and 40% annual vesting under the ESOP 2016 Plan and 25% annual vesting under the ESOP 2020 Plan and ESOP 2024 Plan) commencing from
the date of grant of options. It is the intention of the Company that the options would be exercised at the time of the listing of the shares pursuant to the liquidity event as defined in the ESOP scheme. Fair valuation has been carried at the grant date using the Black-
Scholes model. The shares of the Company are not listed on any stock exchange. Accordingly, the expected median volatility for listed peer group has been considered.
Employee stock options details as on the balance sheet date are as follows:-
ESOP Plan 2016*
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Outstanding at the beginning of the year/period 15,57,425 15,83,870 15,83,870 18,20,555 17,62,735
Options granted / Adjustments - - - - 83,175
Options lapsed - 26,445 26,445 2,36,685 25,355
Outstanding at the end of the period/ year 15,57,425 15,57,425 15,57,425 15,83,870 18,20,555
Vested options outstanding at the end of the period/year (Exercisable) 15,57,425 1 5,24,145 1 5,24,145 1 5,12,010 13,95,390
ESOP Plan 2020*
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Outstanding at the beginning of the year/period 44,04,421 48,15,795 48,15,795 24,34,285 15,76,870
Options granted / Adjustments - - 25,73,815 11,12,500
Options lapsed 90,223 4,04,385 4,11,374 1,92,305 2,55,085
Outstanding at the end of the period/ year 43,14,198 44,11,410 44,04,421 48,15,795 24,34,285
Vested options outstanding at the end of the period/year (Exercisable) 2 4,56,467 14,75,280 2 0,38,334 12,08,755 5 ,99,935
351Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
ESOP Plan 2024*
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Outstanding at the beginning of the year/period 14,92,460 - - - -
Options granted / Adjustments 11,29,462 15,07,460 15,07,460 - -
Options lapsed 65,405 17,100 15,000 - -
Outstanding at the end of the period/ year 25,56,517 14,90,360 14,92,460 - -
Vested options outstanding at the end of the period/year (Exercisable) 3 ,57,807 - - - -
Weighted average fair value of stock options granted during the year/period is as follows*:-
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Grant date 02-07-2025 02-07-2024 July 02, 2024 02-Jul-23 02-Jan-24 02-Jul-22
Weighted average fair value (Rs.) 53.45 74.38 74.38 49.45 47.96 65.19
*Impact of split has been considered Refer Note 32.1
Method used for accounting for share based payment plan
TheCompanyhasusedthefairvaluemethodtoaccountforthecompensationcostofstockoptionstoemployees.ThefairvalueofoptionsusedareestimatedonthedateofgrantusingtheBlack–ScholesModel.Thekeyassumptionsusedin Black–Scholes
Model for calculating fair value as on the date of respective grants are:
Fair value of the underlying
share in the market at the
Grant date ESOP Plan Exercise Price* Risk free interest rate Expected life Expected volatility** Dividend yield Conversion Ratio
time of the option grant
(Rs.))# and *
January 02, 2017 Scheme 2016 Plan 5.80 6.57% 4.25 Years 0.00% 0.00% 14.40 1:1
June 02, 2017 Scheme 2016 Plan 5.80 7%-7.21% 3.97 Years 0.01% 0.00% 14.40 1:1
January 02, 2018 Scheme 2016 Plan 5.80 7%-7.21% 3.85 Years 0.01% 0.00% 22.29 1:1
July 02, 2018 Scheme 2016 Plan 5.80 7.74%-7.96% 3.33 Years 0.01% 0.00% 51.25 1:1
July 02, 2019 Scheme 2016 Plan 5.80 6.26%-6.63% 3.25 Years 0.01% 0.00% 89.47 1:1
July 02, 2020 Scheme 2016 Plan 5.80 4.89% 4.5 Years 41.97% 0.00% 123.17 1:1
January 02, 2021 Scheme 2020 Plan 123.17 5.04% 4 Years 42.44% 0.00% 123.17 1:1
July 02, 2021 Scheme 2016 Plan 5.80 5.66% 4.17 Years 50.06% 0.00% 123.17 1:1
January 02, 2022 Scheme 2020 Plan 123.17 6.09% 3.25 Years 48.96% 0.00% 123.17 1:1
July 02, 2022 Scheme 2020 Plan 123.17 7.41% 3.44 Years 48.39% 0.00% 138.60 1:1
January 02, 2023 Scheme 2020 Plan 123.17 7.15% 3.12 Years 46.71% 0.00% 138.60 1:1
July 02, 2023 Scheme 2020 Plan 123.17 6.99% 2.87 Years 43.22% 0.00% 130.00 1:1
January 02, 2024 Scheme 2020 Plan 123.17 7.21% 2.75 Years 41.15% 0.00% 130.82 1:1
July 02, 2024 Scheme 2024 Plan 140.00 7.07% 2.64 years 41.27% 0.00% 175.21 1:1
July 02, 2025 Scheme 2024 Plan 175.72 6.29% 2.50 years 38.97% 0.00% 175.72 1:1
*Impact of split has been considered Refer Note 32.1
**The share of the company are not listed on any stock exchange accordingly, the expected median volatility for listed peer group has been considered.
# FV of shares of the Company is the Fair Value of the shares of the Company as on the grant date.
Shares are exercisable on the occurrence of a Liquidity Event which primarily is the listing of the shares of the Company on a Stock Exchange via an Initial Public Offering.
352Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
40 Income taxes
Thisnoteprovidesananalysisofthecompany’sincometaxexpense,showamountsthatarerecogniseddirectlyinequityandhowthetaxexpenseisaffectedbynon-assessableandnon-
deductible items. It also explains significant estimates made in relation to the company’s tax positions.
Six months ended Six months ended Year ended Year ended Year ended
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
(a) Income tax expense
Current tax
Current tax on profits for the year/period 1 50.97 4 45.72 6 65.52 7 06.29 1 45.32
Total current tax (benefit) / expense 1 50.97 4 45.72 6 65.52 7 06.29 1 45.32
Deferred tax
Expense / (Credit) recognised in statement of profit and loss 2 8.84 ( 82.63) ( 167.92) ( 144.52) 1 69.91
Total deferred tax expense / (benefit) 2 8.84 ( 82.63) ( 167.92) ( 144.52) 1 69.91
Income tax expense recognised in the statement of profit and
1 79.81 3 63.09 4 97.60 5 61.77 3 15.23
loss
Deferred tax relating to other comprehensive income 1 .11 2 .90 2 .49 1 .50 ( 10.02)
(b) Reconciliation of tax expense and the accounting profit multiplied by India's tax rate:
ThetaxchargeshowninthestatementofprofitandlossdiffersfromthetaxchargethatwouldapplyifallprofitshadbeenchargedatIndiacorporatetaxrate.Areconciliationbetweenthe
tax expense and the accounting profit multiplied by India’s domestic tax rate are as follows:-
Six months ended Six months ended Year ended Year ended Year ended
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Profit before income tax expense 8 25.78 1 ,441.09 2 ,250.12 2 ,278.56 7 13.96
Applicable tax rate 25.17% 25.17% 25.17% 25.17% 25.17%
Computed tax (gain) / expense 2 07.83 3 62.69 5 66.31 5 73.47 1 79.69
Tax effect of :
Effect of expenses that are non-deductible in determining taxable
3 .44 2 .12 5 .79 3 .02 2 .43
profit
Effect of tax incentives and concessions ( 31.46) ( 18.88) ( 62.44) ( 50.10) ( 40.94)
Others - 1 7.15 ( 12.06) 3 5.38 1 74.05
Income tax expense recognised in the statement of profit and
1 79.81 3 63.09 4 97.60 5 61.77 3 15.23
loss
(c) Deferred tax assets / liabilities
As at Statement of profit Other comprehensive As at
Components of deferred tax assets / (liabilities) Others
April 01, 2025 and loss income September 30, 2025
Measurement of financial assets at amortised cost 5 88.47 ( 33.81) - - 5 54.66
Measurement of financial liabilities at amortised cost ( 64.59) ( 2.60) - - ( 67.19)
DifferenceinbookbalanceofPPEaspertheCompaniesActand
1 5.62 1 .29 - - 1 6.91
the Income Tax Act
Provision for gratuity and compensated absences 4 7.72 1 6.86 1.11 - 6 5.69
Others 2 2.56 ( 10.58) - - 1 1.98
609.78 (28.84) 1 .11 - 582.05
Components of deferred tax assets / As at Statement of profit Other comprehensive As at
Others
(liabilities) April 01, 2024 and loss income September 30, 2024
Measurement of financial assets at amortised cost 435.07 8 3.57 - - 518.64
Measurement of financial liabilities at amortised cost (46.17) ( 18.56) - - (64.73)
Differenceinbookbalanceofproperty,plantandequipmentas
9.07 2 .41 - - 11.48
per the Companies Act and the Income Tax Act
Provision for gratuity and compensated absences 33.24 1 4.77 2.90 - 50.91
Income tax losses - - - - -
Others 8.16 0 .44 - - 8.60
439.37 82.63 2 .90 - 524.90
Components of deferred tax assets / As at Statement of profit Other comprehensive As at
Others
(liabilities) April 01, 2024 and loss income March 31, 2025
Measurement of financial assets at amortised cost 435.07 153.40 - - 588.47
Measurement of financial liabilities at amortised cost (46.17) -18.42 - - (64.59)
Differenceinbookbalanceofproperty,plantandequipmentas
9.07 6.55 - - 15.62
per the Companies Act and the Income Tax Act
Provision for gratuity and compensated absences 33.24 11.99 2.49 - 47.72
Others 8.16 14.40 - - 22.56
439.37 167.92 2 .49 - 609.78
353Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
Components of deferred tax assets / As at Statement of profit Other comprehensive As at
Others
(liabilities) April 01, 2023 and loss income March 31, 2024
Measurement of financial assets at amortised cost 210.80 2 24.27 - - 435.07
Measurement of financial liabilities at amortised cost (35.30) ( 10.87) - - (46.17)
Differenceinbookbalanceofproperty,plantandequipmentas
10.09 ( 1.02) - - 9.07
per the Companies Act and the Income Tax Act
Provision for gratuity and compensated absences 25.66 6 .08 1.50 - 33.24
Income tax losses 72.90 ( 72.90) - - -
Others 9.20 ( 1.04) - - 8.16
293.35 144.52 1 .50 - 439.37
Components of deferred tax assets / As at Statement of profit Other comprehensive As at
Others
(liabilities) April 01, 2022 and loss income March 31, 2023
Measurement of financial assets at amortised cost 262.50 ( 51.70) - - 210.80
Measurement of financial liabilities at amortised cost (34.70) ( 0.60) - - (35.30)
Differenceinbookbalanceofproperty,plantandequipmentas
7.00 3 .09 - - 10.09
per the Companies Act and the Income Tax Act
Provision for gratuity and compensated absences 37.98 ( 2.30) (10.02) - 25.66
Income tax losses 169.70 ( 96.80) - - 72.90
Others 30.80 ( 21.60) - - 9.20
473.28 ( 169.91) (10.02) - 293.35
41 The Company has made provision, as required under the applicable law or Ind AS, for material foreseeable losses, if any, on long-term contracts including derivative contracts.
42 There are no amounts which were required to be transferred to the Investor Educational and Protection Fund by the Company.
43 The Company does not have any year / period end unhedged foreign currency exposures.
44 Standards issued but not yet effective
ThereareneithernewstandardsnoramendmentstoexistingstandardswhichhaseffectonthecurrentfinancialstatementsandareeffectivefortheannualperiodbeginningfromApril1,
2025.
45 Disclosures relating to securitisation
45.1 The information on securitisation of the Company as an originator in respect of securitisation transaction done during the year is given below:
Six months ended Six months ended Year ended Year ended Year ended
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
(a) Total number of transactions entered during the year/period 3 7 12 21 17
(b) Total number of loan assets 4 7,597.00 6 3,550.00 1,15,168.00 1,27,296.00 1,06,700.00
(c) Total book value of loan assets 5 ,524.03 7 ,104.26 1 3,228.90 1 3,363.00 8 ,503.50
(d) Sale consideration received 5 ,059.98 6 ,562.12 1 2,212.62 1 2,159.70 7 ,768.50
354Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
45.2 Disclosure pursuant to RBI notification - RBI/DOR/2021-22/85 DOR.STR.REC.53/21.04.177/2021-22 dated September 24, 2021: Details of securitisation transaction during the years /
periods.
Six months ended Six months ended Year ended Year ended Year ended
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
(a) No. of SPV's sponsored by NBFC for securitisation transactions
3 7 1 2 2 1 1 7
(b) Total amount of securitised assets as per books of SPVs
5 ,524.03 7 ,104.26 1 3,228.90 1 3,363.00 8 ,503.50
sponsored by the NBFC
(c)TotalamountofexposuresretainedbytheNBFCtocomply
- - - - -
with MRR as on the date of balance sheet
Off-balance sheet exposures
(i) First loss - - - - -
(ii) Others - - - - -
On-balance sheet exposures
(i) First loss 1 ,667.92 1 ,804.79 1 ,411.80 1 ,474.48 774.47
(ii) Others (MRR including securitisation investments) 1 ,531.23 748.47 1 ,159.79 785.70 734.90
(d) Amount of exposures to securitization transactions other than
Off-balance sheet exposures
Exposure to own securitization
(i) First loss - - - - -
(ii) Loss - - - - -
Exposure to third party securitisation
(i) First loss - - - - -
(ii) Loss - - - - -
On-balance sheet exposures
Exposure to own securitization
(i) First loss - - - - -
(ii) Loss - - - - -
Exposure to third party securitisation
(i) First loss - - - - -
(ii) Loss - - - -
(e) Sale consideration received for the securitised assets and
gain/loss on sale on account of securitisation 5 ,059.98 6 ,562.12 1 2,212.62 1 2,159.70 7 ,768.50
(f)Formandquantum(outstandingvalue)ofservicesprovidedby
way of, liquidity support, post-securitisation asset servicing, etc. - - - - -
(g) Performance of facility provided:
Credit enhancement facility
Fixed deposit
(i) Amount paid 1 ,667.92 1 ,804.79 1 ,411.80 1,474.48 774.47
(ii) Repayment received - - - - -
(iii) Outstanding amount 1 ,667.92 1 ,804.79 1 ,411.80 1 ,474.48 774.47
Corporate guarantee
(i) Amount paid - - - - -
(ii) Repayment received - - - - -
(iii) Outstanding amount - - - - -
(h) Average default rate of portfolios observed in the past
0.25% 0.50% 2.45% 1.03% 0.46%
(i)Amountandnumberofadditional/topuploangivenonsame
- - - - -
underlying asset
(j) Investor complaints
Directly / Indirectly received and; NIL NIL Nil NIL NIL
Complaints outstanding NIL NIL Nil NIL NIL
355Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
46 Disclosure on restructuring pursuant to Reserve Bank of India notification DNBS.CO.PD. No. 367/03.10.01/2013-14 dated January 23, 2014
46.1 For the six months ended September 30, 2025
No of borrowers - - - - - - - - - - - 4 01.00 - - 4 01.00 - 4 01.00 - - 4 01.00
Amount Outstanding - - - - - - - - - - - 4 0.93 - - 4 0.93 - 4 0.93 - - 4 0.93
Provision thereon - - - - - - - - - - - 2 8.77 - - 2 8.77 - 2 8.77 - - 2 8.77
No of borrowers - - - - - - - - - - - 3 17.00 - - 3 17.00 - 3 17.00 - - 3 17.00
Amount Outstanding - - - - - - - - - - - 3 6.20 - - 3 6.20 - 3 6.20 - - 3 6.20
Provision thereon - - - - - - - - - - - 2 5.23 - - 2 5.23 - 2 5.23 - - 2 5.23
No of borrowers - - - - - - - - - - - - - - - - - - - -
Amount Outstanding - - - - - - - - - - - - - - - - - - - -
Provision thereon - - - - - - - - - - - - - - - - - - - -
No of borrowers - - - - - - - - - - - (15.00) - - ( 15.00) - ( 15.00) - - ( 15.00)
Amount Outstanding - - - - - - - - - - - (4.77) - - ( 4.77) - ( 4.77) - - ( 4.77)
Provision thereon - - - - - - - - - - - (3.11) - - ( 3.11) - ( 3.11) - - ( 3.11)
No of borrowers - - - - - - - - - - - - - - - - - - - -
Amount Outstanding - - - - - - - - - - - - - - - - - - - -
Provision thereon - - - - - - - - - - - - - - - - - - - -
No of borrowers - - - - - - - - - - - (38.00) - - ( 38.00) - ( 38.00) - - ( 38.00)
Amount Outstanding - - - - - - - - - - - (4.86) - - ( 4.86) - ( 4.86) - - ( 4.86)
Provision thereon - - - - - - - - - - - (3.46) - - ( 3.46) - ( 3.46) - - ( 3.46)
No of borrowers - - - - - - - - - - - 6 65.00 - - 6 65.00 - 6 65.00 - - 6 65.00
Amount Outstanding - - - - - - - - - - - 6 7.50 - - 6 7.50 - 6 7.50 - - 6 7.50
Provision thereon - - - - - - - - - - - 4 7.42 - - 4 7.42 - 4 7.42 - - 4 7.42
* Excluding the figures of standard restructured advances which do not attract higher provisioning or risk weight (if applicable).
46.2 For the six months ended September 30, 2024
No of borrowers - - - - - - - - - - - 2 62.00 - - 2 62.00 - 2 62.00 - - 2 62.00
Amount Outstanding - - - - - - - - - - - 2 4.30 - - 2 4.30 - 2 4.30 - - 2 4.30
Provision thereon - - - - - - - - - - - 1 6.90 - - 1 6.90 - 1 6.90 - - 1 6.90
No of borrowers - - - - - - - - - - - 9 2.00 - - 9 2.00 - 9 2.00 - - 9 2.00
Amount Outstanding - - - - - - - - - - - 1 1.28 - - 1 1.28 - 1 1.28 - - 1 1.28
Provision thereon - - - - - - - - - - - 7 .86 - - 7 .86 - 7 .86 - - 7 .86
No of borrowers - - - - - - - - - - - - - - - - - - - -
Amount Outstanding - - - - - - - - - - - - - - - - - - - -
Provision thereon - - - - - - - - - - - - - - - - - - - -
No of borrowers - - - - - - - - - - - (18.00) - - ( 18.00) - ( 18.00) - - ( 18.00)
Amount Outstanding - - - - - - - - - - - (2.38) - - ( 2.38) - ( 2.38) - - ( 2.38)
Provision thereon - - - - - - - - - - - (1.59) - - ( 1.59) - ( 1.59) - - ( 1.59)
No of borrowers - - - - - - - - - - - - - - - - -
Amount Outstanding - - - - - - - - - - - - - - - - -
Provision thereon - - - - - - - - - - - - - - - - -
No of borrowers - - - - - - - - - - - (41.00) - - ( 41.00) - ( 41.00) - - ( 41.00)
Amount Outstanding - - - - - - - - - - - (3.66) - - ( 3.66) - ( 3.66) - - ( 3.66)
Provision thereon - - - - - - - - - - - (2.66) - - ( 2.66) - ( 2.66) - - ( 2.66)
No of borrowers - - - - - - - - - - - 295.00 - - 2 95.00 - 2 95.00 - - 2 95.00
Amount Outstanding - - - - - - - - - - - 2 9.54 - - 2 9.54 - 2 9.54 - - 2 9.54
Provision thereon - - - - - - - - - - - 2 0.51 - - 2 0.51 - 2 0.51 - - 2 0.51
* Excluding the figures of standard restructured advances which do not attract higher provisioning or risk weight (if applicable).
ssoL latoT
Total
Asset Classification dradnatS
-buS
dradnatS luftbuoD
ssoL latoT
dradnatS
-buS
dradnatS luftbuoD
ssoL latoT
dradnatS
-buS
dradnatS luftbuoD
ssoL
Type of Restructuring Under CDR Mechanism Under SME Debt Restructuring Others
latoT
Details
a Restructured accounts as on April 1 of the FY (opening figures)*
b Fresh restructuring during the period
c Upgradations to restructured standard category during the period
dradnatS
-buS
dradnatS luftbuoD Sr.
No.
Restructured standard advances which cease to attract higher provisioning and / or
d additional risk weight at the end of the FY and hence need not be shown as
restructured standard advances at the beginning of the next period
e Down gradations of restructured accounts during the period
f Write-offs of restructured accounts during the period
g Restructured accounts as on September 30 of the FY (closing figures*)
Type of Restructuring Under CDR Mechanism Under SME Debt Restructuring Others Total
Sr. Asset Classification
No.
dradnatS
-buS
dradnatS luftbuoD
ssoL latoT
dradnatS
-buS
dradnatS luftbuoD
ssoL latoT
dradnatS
-buS
dradnatS
b Fresh restructuring during the period
c Upgradations to restructured standard category during the period
Restructured standard advances which cease to attract higher provisioning and / or
d additional risk weight at the end of the FY and hence need not be shown as
restructured standard advances at the beginning of the next period
luftbuoD
ssoL latoT
Details
a Restructured accounts as on April 1 of the FY (opening figures)*
luftbuoD
ssoL latoT
dradnatS
-buS
dradnatS
e Down gradations of restructured accounts during the period
f Write-offs of restructured accounts during the period
g Restructured accounts as on September 30 of the FY (closing figures*)
356Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
46 Disclosure on restructuring pursuant to Reserve Bank of India notification DNBS.CO.PD. No. 367/03.10.01/2013-14 dated January 23, 2014
46.3 For the year March 31, 2025
No of borrowers - - - - - - - - - - - 262.00 - - 262.00 - 2 62.00 - - 262.00
Amount Outstanding - - - - - - - - - - - 2 4.30 - - 24.30 - 2 4.30 - - 24.30
Provision thereon - - - - - - - - - - - 1 6.90 - - 16.90 - 1 6.90 - - 16.90
No of borrowers - - - - - - - - - - - 248.00 - - 248.00 - 2 48.00 - - 248.00
Amount Outstanding - - - - - - - - - - - 2 9.20 - - 29.20 - 2 9.20 - - 29.20
Provision thereon - - - - - - - - - - - 2 0.58 - - 20.58 - 2 0.58 - - 20.58
No of borrowers - - - - - - - - - - - - - - - - - - - -
Amount Outstanding - - - - - - - - - - - - - - - - - - - -
Provision thereon - - - - - - - - - - - - - - - - - - - -
No of borrowers - - - - - - - - - - - (22.00) - - ( 22.00) - ( 22.00) - - (22.00)
Amount Outstanding - - - - - - - - - - - (3.87) - - (3.87) - ( 3.87) - - (3.87)
Provision thereon - - - - - - - - - - - (3.09) - - (3.09) - ( 3.09) - - (3.09)
No of borrowers - - - - - - - - - - - - - - - - - - - -
Amount Outstanding - - - - - - - - - - - - - - - - - - - -
Provision thereon - - - - - - - - - - - - - - - - - - - -
No of borrowers - - - - - - - - - - - (87.00) - - ( 87.00) - ( 87.00) - - (87.00)
Amount Outstanding - - - - - - - - - - - (8.70) - - (8.70) - ( 8.70) - - (8.70)
Provision thereon - - - - - - - - - - - (5.62) - - (5.62) - ( 5.62) - - (5.62)
No of borrowers - - - - - - - - - - - 401.00 - - 401.00 - 4 01.00 - - 401.00
Amount Outstanding - - - - - - - - - - - 4 0.93 - - 40.93 - 4 0.93 - - 40.93
Provision thereon - - - - - - - - - - - 2 8.77 - - 28.77 - 2 8.77 - - 28.77
luftbuoD dradnatS
-buS
dradnatS luftbuoD
ssoL latoT
dradnatS
-buS
dradnatS luftbuoD
Restructured standard advances which cease to attract higher provisioning and / or
d additional risk weight at the end of the FY and hence need not be shown as
restructured standard advances at the beginning of the next FY
e Down gradations of restructured accounts during the FY
f Write-offs of restructured accounts during the FY
g Restructured accounts as on March 31 of the FY (closing figures*)
ssoL latoT
Type of Restructuring Under CDR Mechanism Under SME Debt Restructuring Others Total
Asset Classification
Sr.
No.
Details
a Restructured accounts as on April 1 of the FY (opening figures)*
b Fresh restructuring during the year
c Upgradations to restructured standard category during the FY
dradnatS
-buS
dradnatS luftbuoD
ssoL latoT
dradnatS
-buS
dradnatS
latoT ssoL
357Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
46 Disclosure on restructuring pursuant to Reserve Bank of India notification DNBS.CO.PD. No. 367/03.10.01/2013-14 dated January 23, 2014
46.4 For the year March 31, 2024
Total
Asset Classification
No of borrowers - - - - - - - - - - - 2 88.00 - - 2 88.00 - 2 88.00 - - 2 88.00
Amount Outstanding - - - - - - - - - - - 2 9.80 - - 2 9.80 - 2 9.80 - - 2 9.80
Provision thereon - - - - - - - - - - - 2 0.20 - - 2 0.20 - 2 0.20 - - 2 0.20
No of borrowers - - - - - - - - - - - 8 0.00 - - 8 0.00 - 8 0.00 - - 8 0.00
Amount Outstanding - - - - - - - - - - - 8 .60 - - 8 .60 - 8 .60 - - 8 .60
Provision thereon - - - - - - - - - - - 6 .10 - - 6 .10 - 6 .10 - - 6 .10
No of borrowers - - - - - - - - - - - - - - - - - - - -
Amount Outstanding - - - - - - - - - - - - - - - - - - - -
Provision thereon - - - - - - - - - - - - - - - - - - - -
No of borrowers - - - - - - - - - - - ( 33.00) - - ( 33.00) - ( 33.00) - - ( 33.00)
Amount Outstanding - - - - - - - - - - - ( 5.50) - - ( 5.50) - ( 5.50) - - ( 5.50)
Provision thereon - - - - - - - - - - - ( 3.20) - - ( 3.20) - ( 3.20) - - ( 3.20)
No of borrowers - - - - - - - - - - - - - - - - - - - -
Amount Outstanding - - - - - - - - - - - - - - - - - - - -
Provision thereon - - - - - - - - - - - - - - - - - - - -
No of borrowers - - - - - - - - - - - ( 73.00) - - ( 73.00) - ( 73.00) - - ( 73.00)
Amount Outstanding - - - - - - - - - - - ( 8.60) - - ( 8.60) - ( 8.60) - - ( 8.60)
Provision thereon - - - - - - - - - - - ( 6.20) - - ( 6.20) - ( 6.20) - - ( 6.20)
No of borrowers - - - - - - - - - - - 2 62.00 - - 2 62.00 - 2 62.00 - - 2 62.00
Amount Outstanding - - - - - - - - - - - 2 4.30 - - 2 4.30 - 2 4.30 - - 2 4.30
Provision thereon - - - - - - - - - - - 1 6.90 - - 1 6.90 - 1 6.90 - - 1 6.90
* Excluding the figures of Standard Restructured Advances which do not attract higher provisioning or risk weight (if applicable).
46.5 For the year March 31, 2023
No of borrowers - - - - - - - - - - 4 16.00 2 0.00 - - 4 36.00 4 16.00 2 0.00 - - 4 36.00
Amount Outstanding - - - - - - - - - - 4 3.11 2 .21 - - 4 5.33 4 3.11 2 .21 - - 4 5.33
Provision thereon - - - - - - - - - - 1 6.76 1 .48 - - 1 8.24 1 6.76 1 .48 - - 1 8.24
No of borrowers - - - - - - - - - - - 9 4.00 - - 9 4.00 - 9 4.00 - - 9 4.00
Amount Outstanding - - - - - - - - - - - 1 1.92 - - 1 1.92 - 1 1.92 - - 1 1.92
Provision thereon - - - - - - - - - - - 7 .85 - - 7 .85 - 7 .85 - - 7 .85
No of borrowers - - - - - - - - - - - - - - - - - - - -
Amount Outstanding - - - - - - - - - - - - - - - - - - - -
Provision thereon - - - - - - - - - - - - - - - - - - - -
No of borrowers - - - - - - - - - - ( 10.00) - - - ( 10.00) ( 10.00) - - - ( 10.00)
Amount Outstanding - - - - - - - - - - ( 0.64) - - - ( 0.64) ( 0.64) - - - ( 0.64)
Provision thereon - - - - - - - - - - ( 0.26) - - - ( 0.26) ( 0.26) - - - ( 0.26)
No of borrowers - - - - - - - - - - ( 406.00) 4 06.00 - - - ( 406.00) 4 06.00 - - -
Amount Outstanding - - - - - - - - - - ( 42.48) 4 2.48 - - - ( 42.48) 4 2.48 - - -
Provision thereon - - - - - - - - - - ( 16.50) 1 6.50 - - - ( 16.50) 1 6.50 - - -
No of borrowers - - - - - - - - - - - 2 32.00 - - 2 32.00 - 2 32.00 - - 2 32.00
Amount Outstanding - - - - - - - - - - - 2 6.81 - - 2 6.81 - 2 6.81 - - 2 6.81
Provision thereon - - - - - - - - - - - 5 .60 - - 5 .60 - 5 .60 - - 5 .60
No of borrowers - - - - - - - - - - - 2 88.00 - - 2 88.00 - 2 88.00 - - 2 88.00
Amount Outstanding - - - - - - - - - - - 2 9.80 - - 2 9.80 - 2 9.80 - - 2 9.80
Provision thereon - - - - - - - - - - - 2 0.20 - - 2 0.20 - 2 0.20 - - 2 0.20
* Excluding the figures of standard restructured advances which do not attract higher provisioning or risk weight (if applicable).
dradnatS
-buS
dradnatS luftbuoD
ssoL latoT
dradnatS
Type of Restructuring Under CDR Mechanism
latoT
dradnatS
-buS
dradnatS luftbuoD
ssoL
ssoL
latoT
Type of Restructuring Under CDR Mechanism Under SME Debt Restructuring Others Total
latoT
Details
dradnatS
-buS
dradnatS luftbuoD
ssoL latoT
dradnatS Asset Classification dradnatS
-buS
dradnatS luftbuoD
ssoL latoT
dradnatS
ssoL
luftbuoD
c Upgradations to restructured standard category during the FY
Restructured standard advances which cease to attract higher provisioning and / or
d additional risk weight at the end of the FY and hence need not be shown as
restructured standard advances at the beginning of the next FY/period
e Down gradations of restructured accounts during the FY
f Write-offs of restructured accounts during the FY
g Restructured accounts as on March 31 of the FY (closing figures*)
Sr.
No.
Restructured accounts as on April 1 of the FY (opening figures)*
b Fresh restructuring during the year
c Upgradations to restructured standard category during the FY
Restructured standard advances which cease to attract higher provisioning and / or
d additional risk weight at the end of the FY and hence need not be shown as
restructured standard advances at the beginning of the next FY
e Down gradations of restructured accounts during the FY
f Write-offs of restructured accounts during the FY
g Restructured accounts as on March 31 of the FY (closing figures*)
-buS
dradnatS luftbuoD
-buS
dradnatS
b Fresh restructuring during the year
a
-buS
dradnatS luftbuoD
ssoL latoT
dradnatS
-buS
dradnatS luftbuoD
ssoL latoT
Under SME Debt Restructuring Others
Sr.
No.
Details
a Restructured accounts as on April 1 of the FY (opening figures)*
358Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
47 Maturity analysis of assets and liabilities
The table below shows an analysis of assets and liabilities analysed according to when they are expected to be recovered or settled.
As at S eptember 30, 2025 As at S eptember 30, 2024 As at M arch 31, 2025 As at M arch 31, 2024 As at M arch 31, 2023
Particulars Within After Within After Within After Within After Within After
Total Total Total Total Total
12 months 12 months 12 months 12 months 12 months 12 months 12 months 12 months 12 months 12 months
Financial assets
Cash and cash equivalents 11,451.18 - 11,451.18 9,261.54 - 9,261.54 9,311.58 - 9,311.58 5 ,265.89 - 5,265.89 2 ,726.29 - 2,726.29
Bank balance other than cash
1,715.34 562.70 2,278.04 1,333.01 574.88 1,907.89 1,768.95 298.36 2,067.31 1 ,607.50 429.20 2,036.70 554.40 659.77 1,214.16
and cash equivalents
Derivative financial instruments 316.54 - 316.54 24.15 - 24.15 2.41 - 2.41 - - - 30.70 - 30.70
Loans 25,112.05 28,711.25 53,823.30 22,348.00 22,814.27 45,162.27 24,313.60 25,188.53 49,502.13 1 9,764.53 20,266.71 40,031.24 1 4,312.99 11,241.44 25,554.43
Investments 22.69 643.34 666.03 54.67 172.94 227.61 28.23 389.40 417.63 106.09 - 106.09 844.60 - 844.60
Other financial assets 473.20 351.55 824.75 282.50 36.30 318.80 377.45 228.61 606.06 272.05 34.50 306.55 201.45 26.67 228.12
Non-financial assets
Current tax assets (Net) 281.14 - 281.14 209.79 - 209.79 184.11 - 184.11 82.77 - 82.77 - 40.69 40.69
Deferred tax assets (Net) - 582.05 582.05 - 524.90 524.90 - 609.78 609.78 - 439.37 439.37 - 293.35 293.35
Property, plant and equipment - 155.83 155.83 - 127.48 127.48 - 121.04 121.04 - 89.61 89.61 - 54.65 54.65
Right of use assets - 383.70 383.70 - 262.94 262.94 - 262.65 262.65 - 214.31 214.31 - 211.50 211.50
Intangible assets under
- 41.47 41.47 - 23.78 23.78 - 41.30 41.30 - 29.53 29.53 - 4 .70 4.70
development
Other intangible assets - 23.40 23.40 - 34.64 34.64 - 22.50 22.50 - 13.20 13.20 - 5 .50 5.50
Other non-financial assets 332.36 0.30 332.66 103.70 0.97 104.67 237.10 0.68 237.78 79.37 1 .30 80.67 51.30 - 51.30
Total assets 3 9,704.49 3 1,455.61 7 1,160.09 3 3,617.36 2 4,573.10 58,190.46 3 6,223.43 2 7,162.85 6 3,386.28 2 7,178.20 2 1,517.73 48,695.93 1 8,721.73 1 2,538.27 31,259.99
Financial liabilities
Derivative financial instruments - - - - - - 31.52 - 31.52 - - -
- - -
Debt securities 5,106.39 10,002.94 15,109.33 5,016.61 8 ,856.50 13,873.11 6 ,349.30 7 ,831.99 1 4,181.29 5 ,037.10 5 ,186.33 10,223.43 4 ,800.80 4,197.70 8,998.50
Borrowings (other than debt
16,911.52 20,164.13 37,075.65 15,975.74 10,982.16 26,957.90 1 5,678.90 9 ,087.57 24,766.47 9 ,675.10 4,288.01 13,963.11
securities) 1 5,743.40 1 5,338.56 3 1,081.96
Lease liability 105.96 296.44 402.40 112.62 172.88 285.50 95.20 188.91 284.11 69.70 166.61 236.31 69.70 173.20 242.90
Other financial liabilities 479.98 12.16 492.14 493.66 23.49 517.15 481.30 - 481.30 554.23 - 554.23 160.65 - 160.65
Non-Financial Liabilities
Current tax liabilities (Net) 46.00 - 46.00 105.30 - 105.30 45.76 - 45.76 - - - - - -
Provisions 309.78 182.60 492.38 174.18 159.21 333.39 281.40 151.94 433.34 152.61 150.25 302.86 145.30 81.41 226.70
Other non-financial liabilities 268.47 - 268.47 186.37 - 186.37 289.84 - 289.84 254.64 - 254.64 123.20 - 123.20
Total liabilities 2 3,228.10 3 0,658.28 5 3,886.38 2 2,064.48 2 0,194.24 4 2,258.72 23,286.20 23,511.40 46,797.60 2 1,778.70 1 4,590.76 3 6,369.46 1 4,974.75 8 ,740.32 2 3,715.06
Net Amount 1 7,273.72 1 5,931.74 1 6,588.68 1 2,326.47 7 ,544.93
359Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
48 Capital
TheCompanymaintainsanactivelymanagedcapitalbasetocoverrisksinherentinthebusinessandismeetingthecapitaladequacyrequirementsofthelocalbankingsupervisor,
Reserve Bank of India (RBI). The adequacy of the Company’s capital is monitored using, among other measures, the regulations issued by RBI.
TheCompanyhascompliedinfullwithallitsexternallyimposedcapitalrequirementsoverthereportedperiod.Equitysharecapitalandotherequityareconsideredforthepurpose
of Company’s capital management.
Capital management
TheprimaryobjectivesoftheCompany’scapitalmanagementpolicyaretoensurethattheCompanycomplieswithexternallyimposedcapitalrequirementsandmaintainsstrong
credit ratings and healthy capital ratios in order to support its business and to maximise shareholder value.
TheCompanymanagesitscapitalstructureandmakesadjustmentstoitaccordingtochangesineconomicconditionsandtheriskcharacteristicsofitsactivities.Inordertomaintain
oradjustthecapitalstructure,theCompanymayadjusttheamountofdividendpaymenttoshareholders,returncapitaltoshareholdersorissuecapitalsecurities.Nochangeshave
been made to the objectives, policies and processes from the previous years. However, they are under constant review by the Board.
Regulatory capital
As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Tier I capital 1 4,262.45 1 3,976.85 1 4,295.19 10,587.63 6,563.76
Tier II capital - - - - -
Total capital 1 4,262.45 1 3,976.85 1 4,295.19 10,587.63 6,563.76
Risk weighted assets 4 4,201.26 3 7,163.92 4 0,940.80 3 2,292.76 21,124.92
CRAR (%) * 32.27% 37.61% 34.92% 3 2.79% 31.07%
Tier I capital (%) 32.27% 37.61% 34.92% 3 2.79% 31.07%
Tier II capital (%) - - - - -
* The above ratio has been computed in accordance with the relevant guidelines issued by the RBI.
TierIiscapitalcomputedbasisthemethodprovidedbytheregulatorasatthelastdayofrelevantfiscalyear/period.TierIIcapitalconsistsofgeneralprovisionandlossreserve
against standard assets . Tier I and Tier II has been reported on the basis of Ind AS financial information.
360Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
49 Financial risk management framework
TheCompany'sprincipalfinancialliabilitiescompriseborrowingsfrombanksanddebentures.ThemainpurposeofthesefinancialliabilitiesistofinancetheCompany'soperationsandtosupportitsoperations.TheCompany'sfinancialassetsinclude
loan and advances, investments and cash and cash equivalents that derive directly from its operations.
Inthecourseofitsbusiness,theCompanyisexposedtocertainfinancialrisksnamelycreditrisk,interestrisk,pricerisk,currencyrisk&liquidityrisk.TheCompany’sprimaryfocusistoachievebetterpredictabilityoffinancialmarketsandseekto
minimize potential adverse effects on its financial performance.
TheCompany’sboardofdirectorshasanoverallresponsibilityfortheestablishmentandoversightoftheCompany’sriskmanagementframework.Theboardofdirectorshasestablishedtheriskmanagementcommitteeandassetliabilitycommittee,
which is responsible for developing and monitoring the Company’s risk management policies. The committee reports regularly to the board of directors on its activities.
TheCompany’sriskmanagementpoliciesareestablishedtoidentifyandanalysetherisksfacedbytheCompany,tosetappropriaterisklimitsandcontrolsandtomonitorrisksandadherencetolimits.riskmanagementpoliciesandsystemsare
reviewed regularly to reflect changes in market conditions and the Company’s activities.
TheCompany’sriskmanagementcommitteeoverseeshowmanagementmonitorscompliancewiththeCompany’sriskmanagementpoliciesandprocedures,andreviewstheadequacyoftheriskmanagementframeworkinrelationtotherisksfaced
by the Company.
49.1 Credit risk management
fCrraemdietwrioskrkistheriskthattheCompanywillincuralossbecauseitscustomersfailtodischargetheircontractualobligations.TheCompanyhasacomprehensiveframeworkformonitoringcreditqualityofitsloansandadvancesprimarilybasedondays
past due monitoring at year end. Repayment by individual customers and portfolio is tracked regularly and required steps for recovery are taken through follow ups and legal recourse.
Concentrationsarisewhenanumberofcounterpartiesareengagedinsimilarbusinessactivities,oractivitiesinthesamegeographicalregion,orhavesimilareconomicfeaturesthatwouldcausetheirabilitytomeetcontractualobligationstobe
similarlyaffectedbychangesineconomic,politicalorotherconditions.Inordertoavoidexcessiveconcentrationsofrisk,theCompany’spoliciesandproceduresincludespecificguidelinestofocusonspreadingitslendingportfolioacrossvarious
products / states / customer base with a cap on maximum limit of exposure for an individual / Group.
49.1.1 Credit quality of financial loan
Mortgage loans Saral Property loans Hypothecated and Switch pe loans
As at As at As at As at As at As at As at As at As at As at As at As at As at As at As at
Particulars
September September March 31, March 31, March 31, September September March 31, March 31, March 31, September September March 31, March 31, March 31,
30, 2025 30, 2024 2025 2024 2023 30, 2025 30, 2024 2025 2024 2023 30, 2025 30, 2024 2025 2024 2023
Gross carrying value of loans
Stage 1 8 ,866.67 4 ,658.32 6369.72 3 ,323.10 498.54 918.90 1 ,040.72 962.5 1 ,104.10 1 ,041.51 42,714.08 38,643.13 41,134.00 3 5,123.00 23,673.90
Stage 2 82.44 33.98 46.90 4 .80 2 .61 23.07 28.55 26.9 17.80 31.69 822.58 714.51 862.90 4 07.40 215.90
Stage 3 238.37 46.07 138.20 1 7.00 5 .25 115.04 79.94 115.9 70.70 89.99 2 ,370.77 1 ,421.43 1 ,916.30 1 ,228.70 557.20
Gross carrying value as at
9 ,187.48 4 ,738.37 6 ,554.82 3 ,344.90 5 06.40 1 ,057.01 1 ,149.21 1 ,105.30 1 ,192.60 1 ,163.19 4 5,907.43 4 0,779.07 4 3,913.20 3 6,759.10 2 4,447.00
reporting date
The Company reviews the credit quality of its loans based on the ageing of the loan at the year end and hence the Company has calculated its ECL allowances on a collective basis.
361Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
49.1.2 Inputs considered in calculation of ECL
InassessingtheimpairmentoffinancialloansunderExpectedCreditLoss(ECL)Model,theassetshavebeensegmentedintothreestages.Thethreestages
reflectthegeneralpatternofcreditdeteriorationofafinancialinstrument.Thedifferencesinaccountingbetweenstages,relatetotherecognitionofexpected
credit losses and the measurement of interest income.
The Company categorises loan assets into stages primarily based on the Days Past Due status.
Stage 1 : 0 to 30 days past due
Stage 2 : 31 to 90 days past due
Stage 3 : More than 90 days past due
49.1.3 Definition of default
TheCompanyconsidersafinancialassettobein“default”andthereforeStage3(creditimpaired)forECLcalculationswhentheborrowerbecomes90days
past due on its contractual payments.
49.1.4 Exposure at default
“Exposure at default” (EAD) represents the gross carrying amount of the assets subject to impairment calculation.
49.1.5 Estimations and assumptions used in the ECL model
(a)Lossgivendefault(LGD)iscommonforallthreeStagesandisbasedonlossinpastportfolio.Actualcashflowsonthepastportfolioareconsideredat
portfolio basis for arriving loss rate.
(b) Probability of default (PD) is applied on Stage 1, Stage 2 and Stage 3 portfolio . This is calculated as an average of periodic movement of default rates.
49.1.6 Measurement of ECL
ECL is measured as follows:
(a)Financialassetsthatarenotcreditimpairedatthereportingdate:forStage1&2,grossexposureismultipliedbyPDandLGDpercentagetoarriveatthe
ECL.
(b)Financialassetsthatarecreditimpairedatthereportingdate:thedifferencebetweenthegrossexposureatreportingdateandcomputedcarryingamount
considering EAD net of LGD ;
49.1.7 Significant increase in credit risk
The Company considers its exposure in credit risk to have increased significantly, when the borrower crosses 30 DPD.
362Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
49.1.8 Impairment loss
(a) The expected credit loss allowance for Mortgage loan is determined as follows:
Particulars Stage 1 Stage 2 Stage 3
Performing- Under per - Impaired loans -
loans forming loans lifetime ECL Total
12 month ECL Lifetime ECL not credit impaired
credit impaired
Gross carrying value as at September 30, 2025 8,866.67 82.44 238.37 9,187.48
ECL rate 0.24% 28.87% 43.90%
ECL amount 21.15 23.80 104.64 149.59
Carrying amount (net of provision) 8,845.52 58.64 133.73 9,037.89
Gross carrying value as at September 30, 2024 4,658.32 33.98 46.07 4,738.37
ECL rate 0.38% 33.66% 53.74%
ECL amount 17.83 11.44 24.76 54.03
Carrying amount (net of provision) 4,640.49 22.54 21.31 4,684.34
Gross carrying value as at March 31, 2025 6 ,369.72 46.9 138.2 6,554.82
ECL rate 0.24% 29.21% 43.85%
ECL amount 15.20 13.70 60.60 89.50
Carrying amount (net of provision) 6,354.52 33.20 77.6 6,465.32
Gross carrying value as at March 31, 2024 3,323.10 4.80 17.00 3,344.90
ECL rate 0.38% 33.33% 53.53%
ECL amount 12.70 1.60 9.10 23.40
Carrying amount (net of provision) 3,310.40 3.20 7.90 3,321.50
Gross carrying value as at March 31, 2023 498.54 2.61 5.25 506.40
ECL rate 0.79% 25.89% 59.33%
ECL amount 3.90 0.70 1.90 6.50
Carrying amount (net of provision) 494.64 1.91 3.35 499.90
(b) The expected credit loss allowance for Saral Property loan is determined as follows:
Particulars Stage 1 Stage 2 Stage 3
Performing- Under per - Impaired loans -
loans forming loans lifetime ECL Total
12 month ECL Lifetime ECL not credit impaired
credit impaired
Gross carrying value as at September 30, 2025 918.90 23.07 115.04 1,057.01
ECL rate 0.55% 26.40% 32.94%
ECL amount 5.01 6.09 37.89 48.99
Carrying amount (net of provision) 913.89 16.98 77.15 1,008.02
Gross carrying value as at September 30, 2024 1,040.72 28.55 79.94 1,149.21
ECL rate 0.64% 25.84% 32.43%
ECL amount 6.61 7.38 25.93 39.92
Carrying amount (net of provision) 1,034.11 21.17 54.01 1,109.29
Gross carrying value as at March 31, 2025 962.5 26.9 115.9 1 ,105.30
ECL rate 0.55% 26.39% 32.79%
ECL amount 5 .30 7 .10 38.00 50.40
Carrying amount (net of provision) 957.2 19.8 77.9 1 ,054.90
Gross carrying value as at March 31, 2024 1,104.10 17.80 70.70 1,192.60
ECL rate 0.62% 23.60% 32.96%
ECL amount 6.90 4.20 23.30 34.40
Carrying amount (net of provision) 1,097.20 13.60 47.40 1,158.20
Gross carrying value as at March 31, 2023 1,041.51 31.69 89.99 1,163.19
ECL rate 1.45% 13.57% 67.80%
ECL amount 15.10 4 .30 42.00 61.40
Carrying amount (net of provision) 1,026.41 27.39 47.99 1,101.79
363Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
(c) The expected credit loss allowance for Hypothecated and Switch pe loan is determined as follows:
Particulars Stage 1 Stage 2 Stage 3
Performing- Under per - Impaired loans -
loans forming loans lifetime ECL Total
12 month ECL Lifetime ECL not credit impaired
credit impaired
Gross carrying value as at September 30, 2025 42,714.08 822.58 2,370.77 45,907.43
ECL rate 0.52% 40.96% 68.06%
ECL amount 224.20 336.93 1,613.58 2,174.71
Carrying amount (net of provision) 42,489.88 485.65 757.19 43,732.72
Gross carrying value as at September 30, 2024 38,643.13 714.51 1,421.43 40,779.07
ECL rate 0.46% 41.95% 68.33%
ECL amount 178.00 299.76 971.28 1,449.04
Carrying amount (net of provision) 38,465.13 414.75 450.15 39,330.03
Gross carrying value as at March 31, 2025 41,134.00 862.9 1916.3 43,913.20
ECL rate 0.58% 43.31% 71.38%
ECL amount 240.1 373.7 1367.8 1 ,981.60
Carrying amount (net of provision) 40893.9 489.2 548.5 41,931.60
Gross carrying value as at March 31, 2024 35,123.00 407.40 1,228.70 36,759.10
ECL rate 0.46% 40.73% 74.65%
ECL amount 161.80 165.95 917.20 1,244.95
Carrying amount (net of provision) 34,961.20 241.45 311.50 35,514.15
Gross carrying value as at March 31, 2023 23,673.90 215.90 557.20 24,447.00
ECL rate 0.65% 13.90% 71.26%
ECL amount 154.50 30.00 282.40 466.90
Carrying amount (net of provision) 23,519.40 185.90 274.80 23,980.10
49.1.9 Level of assessment - aggregation criteria
Thecompanyrecognisestheexpectedcreditlosses(ECL)onacollectivebasisthattakesintoaccountcomprehensivecreditriskinformation.Consideringthe
economic and risk characteristics the company calculates ECL on a collective basis for all stages - Stage 1, Stage 2 and Stage 3 assets
364Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
49.1.10 An analysis of changes in the gross carrying amount and the corresponding ECLs in relation to Mortgage loan is as follows:
(a) Gross exposure reconciliation:
Particulars Stage 1 Stage 2 Stage 3 Total
Gross carrying amount as at March 31, 2025 6 ,369.72 46.90 138.20 6,554.82
Transfer to stage 1 2.26 (2.02) (0.24) (0.00)
Transfer to stage 2 (80.16) 80.16 - -
Transfer to stage 3 (74.87) (40.25) 115.12 -
Loans derecognised during six months
Loans originated / derecognised during six months 2,650.72 (1.92) (8.55) 2,640.25
Write offs during six months (1.00) (0.43) (6.16) (7.59)
Gross carrying amount as at September 30, 2025 8,866.67 82.44 238.37 9,187.48
Particulars Stage 1 Stage 2 Stage 3 Total
Gross carrying amount as at March 31, 2024 3,323.10 4.80 17.00 3,344.90
Transfer to stage 1 0.03 - (0.03) -
Transfer to stage 2 (32.65) 32.65 - -
Transfer to stage 3 (120.85) (4.55) 125.40 -
Loans derecognised during six months
Loans originated / derecognised during six months 1,488.93 1.08 (96.14) 1,393.87
Write offs during six months (0.24) - (0.16) (0.40)
Gross carrying amount as at September 30, 2024 4,658.32 33.98 46.07 4,738.37
Particulars Stage 1 Stage 2 Stage 3 Total
Gross carrying amount as at March 31, 2022 73.50 11.90 4.00 89.40
Changes due to loans recognised in the opening balances that have :
Transfer to stage 1 1.49 (2.16) 0.67 -
Transfer to stage 2 (0.10) 0.10 - -
Transfer to stage 3 (1.90) (2.00) 3.90 -
Loans derecognised during the year -
Loans originated / derecognised during the year 425.55 (5.23) (2.32) 418.00
Write offs during the year - - (1.00) (1.00)
Gross carrying amount as at March 31, 2023 498.54 2.61 5.25 506.40
Changes due to loans recognised in the opening balances that have :
Transfer to stage 1 2.60 (0.60) (2.00) -
Transfer to stage 2 (1.80) 1.80 - -
Transfer to stage 3 (12.90) (2.00) 14.90 -
Loans derecognised during the year - - - -
Loans originated / derecognised during the year 2,837.46 3.19 (0.75) 2,839.90
Write offs during the year (0.80) (0.20) (0.40) (1.40)
Gross carrying amount as at March 31, 2024 3,323.10 4.80 17.00 3,344.90
Changes due to loans recognised in the opening balances that have :
Transfer to stage 1 0.40 - (0.40) -
Transfer to stage 2 (42.60) 42.6 0 -
Transfer to stage 3 (121.40) (4.50) 125.9 -
Loans derecognised during the year
Loans originated / derecognised during the year 3,211.72 4.00 (3.10) 3 ,212.62
Write offs during the year (1.50) - (1.20) (2.70)
Gross carrying value as at March 31, 2025 6,369.72 46.90 138.20 6,554.82
365Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
(b) Reconciliation of ECL balances
Particulars Stage 1 Stage 2 Stage 3 Total
ECL allowances balances as at March 31, 2025 15.20 13.70 60.60 89.50
Transfer to Stage 1 0.71 (0.60) (0.11) -
Transfer to Stage 2 (0.19) 0.19 - -
Transfer to Stage 3 (0.18) (11.74) 11.92 -
Loans derecognised during six months
Loans originated / derecognised during six months 5.64 22.64 35.56 63.84
Write offs during six months (0.03) (0.39) (3.33) (3.75)
ECL allowances balances as at September 30, 2025 21.15 23.80 104.64 149.59
Particulars Stage 1 Stage 2 Stage 3 Total
ECL allowances balances as at March 31, 2024 12.70 1.60 9.10 23.40
Transfer to Stage 1 - - - -
Transfer to Stage 2 (0.12) 0.12 - -
Transfer to Stage 3 (0.46) (1.53) 1.99 -
Loans derecognised during six months
Loans originated / derecognised during six months 5.74 11.25 13.76 30.75
Write offs during six months (0.03) - (0.09) (0.12)
ECL allowances balances as at September 30, 2024 17.83 11.44 24.76 54.03
Particulars Stage 1 Stage 2 Stage 3 Total
ECL allowances balances as at March 31, 2022 1.00 1.40 2.30 4.70
Transfer to Stage 1 - - - -
Transfer to Stage 2 - - - -
Transfer to Stage 3 (0.90) (0.50) 1.40 -
Loans derecognised during the year
Loans originated / derecognised during the year 3.80 (0.20) (0.80) 2.80
Write offs during the year - - (1.00) (1.00)
ECL allowances balances as at March 31, 2023 3.90 0.70 1.90 6.50
Changes due to loans recognised in the opening balances that have :
Transfer to Stage 1 0.90 (0.20) (0.70) -
Transfer to Stage 2 - - - -
Transfer to Stage 3 (0.10) (0.50) 0.60 -
Loans derecognised during the year
Loans originated / derecognised during the year 8.03 1.77 7.48 17.28
Write offs during the year (0.03) (0.17) (0.18) (0.38)
ECL allowances balances as at March 31, 2024 12.70 1.60 9.10 23.40
Changes due to loans recognised in the opening balances that have :
Transfer to Stage 1 0.20 - ( 0.20) -
Transfer to Stage 2 ( 0.20) 0.20 - -
Transfer to Stage 3 ( 0.50) ( 1.50) 2.00 -
Loans derecognised during the year
Loans originated / derecognised during the year 3.10 13.40 50.40 66.90
Write offs during the year ( 0.10) - ( 0.70) ( 0.80)
ECL allowances balances as at March 31, 2025 15.20 13.70 60.60 89.50
366Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
49.1.11 An analysis of changes in the gross carrying amount and the corresponding ECLs in relation to Saral Property loan is as follows:
(a) Gross exposure reconciliation:
Particulars Stage 1 Stage 2 Stage 3 Total
Gross carrying amount as at March 31, 2025 962.50 26.90 115.90 1,105.30
Transfer to Stage 1 1.06 (0.46) (0.60) -
Transfer to Stage 2 (21.83) 21.90 (0.07) -
Transfer to Stage 3 (34.14) (22.42) 56.56 -
Loans derecognised during six months
Loans originated / derecognised during six months 11.55 (2.59) (9.11) (0.15)
Write offs during six months (0.24) (0.26) (47.64) (48.14)
Gross carrying amount as at September 30, 2025 918.90 23.07 115.04 1,057.01
Particulars Stage 1 Stage 2 Stage 3 Total
Gross carrying amount as at March 31, 2024 1,104.10 17.80 70.70 1,192.60
Transfer to Stage 1 0.93 (0.23) (0.70) -
Transfer to Stage 2 (27.89) 27.99 (0.10) -
Transfer to Stage 3 (133.21) (14.11) 147.32 -
Loans derecognised during six months
Loans originated / derecognised during six months 97.27 (2.75) (113.61) (19.09)
Write offs during six months (0.48) (0.16) (23.67) (24.31)
Gross carrying amount as at September 30, 2024 1,040.72 28.55 79.94 1,149.21
Particulars Stage 1 Stage 2 Stage 3 Total
Gross carrying amount as at March 31, 2022 1,075.70 165.80 108.40 1,349.90
Transfer to Stage 1 12.40 (12.78) 0.38 -
Transfer to Stage 2 (20.32) 20.44 (0.12) -
Transfer to Stage 3 (46.89) (29.99) 76.88 -
Loans derecognised during the year
Loans originated / derecognised during the year 23.42 (90.24) (28.42) (95.24)
Write offs during the year (2.80) (21.54) (67.13) (91.47)
Gross carrying amount as at March 31, 2023 1,041.51 31.69 89.99 1,163.19
Transfer to Stage 1 81.00 (16.30) (64.70) -
Transfer to Stage 2 (17.10) 17.10 - -
Transfer to Stage 3 (49.30) (12.10) 61.40 -
Loans derecognised during the year - - - -
Loans originated / derecognised during the year 53.59 4.51 29.81 87.91
Write offs during the year (5.60) (7.10) (45.80) (58.50)
Gross carrying amount as at March 31, 2024 1,104.10 17.80 70.70 1,192.60
Transfer to Stage 1 1.10 ( 0.20) ( 0.90) -
Transfer to Stage 2 (25.50) 2 5.50 - -
Transfer to Stage 3 (98.70) ( 6.20) 104.90 -
Loans derecognised during the year
Loans originated / derecognised during the year (14.80) (3.30) (20.50) (38.60)
Write offs during the year (3.70) (6.70) (38.30) (48.70)
Gross carrying value as at March 31, 2025 962.50 26.90 115.90 1 ,105.30
367Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
(b) Reconciliation of ECL balances
Particulars Stage 1 Stage 2 Stage 3 Total
ECL allowances balances as at March 31, 2025 5.30 7.10 38.00 50.40
Transfer to Stage 1 0.27 (0.12) (0.15) -
Transfer to Stage 2 (0.12) 0.14 (0.02) -
Transfer to Stage 3 (0.18) (5.86) 6.04 -
Loans derecognised during six months
Loans originated / derecognised during six months (0.25) 4.97 13.60 18.32
Write offs during six months (0.01) (0.14) (19.58) (19.73)
ECL allowances balances as at September 30, 2025 5.01 6.09 37.89 48.99
Particulars Stage 1 Stage 2 Stage 3 Total
ECL allowances balances as at March 31, 2024 6.90 4.20 23.30 34.40
Transfer to Stage 1 0.27 (0.05) (0.22) -
Transfer to Stage 2 (0.17) 0.17 - -
Transfer to Stage 3 (0.81) (3.19) 4.00 -
Loans derecognised during six months
Loans originated / derecognised during six months 0.44 6.34 9.80 16.58
Write offs during six months (0.02) (0.09) (10.95) (11.06)
ECL allowances balances as at September 30, 2024 6.61 7.38 25.93 39.92
Particulars Stage 1 Stage 2 Stage 3 Total
ECL allowances balances as at April 01, 2022 17.40 23.90 63.00 104.30
Transfer to Stage 1 - (0.10) 0.10 -
Transfer to Stage 2 (1.50) 1.50 - -
Transfer to Stage 3 (20.20) (14.50) 34.70 -
Loans derecognised during the year - - - -
Loans originated / derecognised during the year 21.21 7.72 (13.50) 15.42
Write offs during the year (1.81) (14.22) (42.30) (58.32)
ECL allowances balances as at March 31, 2023 15.10 4.30 42.00 61.40
Transfer to Stage 1 37.10 (2.70) (34.40) -
Transfer to Stage 2 (0.20) 0.20 - -
Transfer to Stage 3 (0.60) (1.20) 1.80 -
Loans derecognised during the year
Loans originated / derecognised during the year (44.32) 5.28 41.46 2.42
Write offs during the year (0.15) (1.68) (27.56) (29.39)
ECL allowances balances as at March 31, 2024 6.90 4.20 23.30 34.43
Transfer to Stage 1 0.30 - ( 0.30) -
Transfer to Stage 2 ( 0.20) 0.20 - -
Transfer to Stage 3 ( 0.60) ( 1.00) 1.60 -
Loans derecognised during the year
Loans originated / derecognised during the year (1.10) 5.80 31.50 36.20
Write offs during the year - (2.10) (18.10) (20.20)
ECL allowances balances as at March 31, 2025 5.30 7.10 38.00 50.43
368Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
49.1.12 An analysis of changes in the gross carrying amount and the corresponding ECLs in relation to Hypothecated and Switch pe loan is as follows:
(a) Gross exposure reconciliation:
Particulars Stage 1 Stage 2 Stage 3 Total
Gross carrying amount as at March 31, 2025 41,134.00 862.90 1,916.30 43,913.20
Transfer to Stage 1 12.78 (8.05) (4.73) -
Transfer to Stage 2 (881.12) 881.28 (0.16) -
Transfer to Stage 3 (1,256.00) (431.14) 1,687.14 -
Loans derecognised during six months
Loans originated / derecognised during six months 3,805.88 (131.31) (218.83) 3,455.74
Write offs during six months (101.46) (351.10) (1,008.95) (1,461.51)
Gross carrying amount as at September 30, 2025 42,714.08 822.58 2,370.77 45,907.43
Particulars Stage 1 Stage 2 Stage 3 Total
Gross carrying amount as at March 31, 2024 35,123.00 407.40 1,228.70 36,759.10
Transfer to Stage 1 6.50 (4.45) (2.05) -
Transfer to Stage 2 (749.12) 749.81 (0.69) -
Transfer to Stage 3 (4,770.16) (379.46) 5,149.62 -
Loans derecognised during six months
Loans originated / derecognised during six months 9,035.42 (4.44) (4,203.90) 4,827.08
Write offs during six months (2.51) (54.35) (750.25) (807.12)
Gross carrying amount as at September 30, 2024 38,643.13 714.51 1,421.43 40,779.07
Particulars Stage 1 Stage 2 Stage 3 Total
Gross carrying amount as at April 01, 2022 14,786.40 623.50 435.40 15,845.30
Transfer to Stage 1 44.30 (47.60) 3.30 -
Transfer to Stage 2 (133.15) 133.38 (0.14) 0.09
Transfer to Stage 3 (397.13) (74.58) 471.71 -
Loans derecognised during the year
Loans originated / derecognised during the year 9,387.70 (311.44) (36.93) 9,039.33
Write offs during the year (14.22) (107.35) (316.14) (437.72)
Gross carrying amount as at March 31, 2023 23,673.90 215.90 557.20 24,447.00
Transfer to Stage 1 551.30 (115.70) (435.60) -
Transfer to Stage 2 (389.00) 389.20 (0.20) 0.00
Transfer to Stage 3 (1,163.70) (91.20) 1,254.90 -
Loans derecognised during the year
Loans originated / derecognised during the year 12,490.00 91.10 241.00 12,822.10
Write offs during the year (39.50) (81.90) (388.60) (510.00)
Gross carrying amount as at March 31, 2024 35,123.00 407.40 1,228.70 36,759.10
Transfer to Stage 1 1 4.50 ( 8.50) ( 6.00) -
Transfer to Stage 2 (790.40) 790.40 - -
Transfer to Stage 3 ( 1,922.40) (88.00) 2,010.40 -
Loans derecognised during the year
Loans originated / derecognised during the year 9,597.50 19.90 (280.50) 9,336.90
Write offs during the year (888.20) (258.30) ( 1,036.30) ( 2,182.80)
Gross carrying value as at March 31, 2025 41,134.00 862.90 1 ,916.30 43,913.20
369Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
(b) Reconciliation of ECL balances
Particulars Stage 1 Stage 2 Stage 3 Total
ECL allowances balances as at March 31, 2025 240.10 373.70 1,367.80 1,981.60
Transfer to Stage 1 5.88 (3.57) (2.31) -
Transfer to Stage 2 (5.09) 5.16 (0.07)- 0.00
Transfer to Stage 3 (7.25) (183.24) 190.49 -
Loans derecognised during six months
Loans originated / derecognised during six months (8.67) 311.61 684.55 987.49
Write offs during six months (0.77) (166.73) (626.88) (794.38)
ECL allowances balances as at September 30, 2025 224.20 336.93 1,613.58 2,174.71
Particulars Stage 1 Stage 2 Stage 3 Total
ECL allowances balances as at March 31, 2024 161.80 165.95 917.20 1,244.95
Transfer to Stage 1 2.44 (1.78) (0.66) -
Transfer to Stage 2 (3.44) 3.70 (0.26) -
Transfer to Stage 3 (21.78) (154.49) 176.27 -
Loans derecognised during six months
Loans originated / derecognised during six months 39.07 310.69 360.70 710.46
Write offs during six months (0.09) (24.31) (481.96) (506.36)
ECL allowances balances as at September 30, 2024 178.00 299.76 971.28 1,449.05
Particulars Stage 1 Stage 2 Stage 3 Total
ECL allowances balances as at April 01, 2022 78.70 84.00 273.30 436.00
Transfer to Stage 1 (0.26) (0.30) 0.56 -
Transfer to Stage 2 (16.00) 16.04 (0.04) (0.00)
Transfer to Stage 3 (194.60) (35.50) 230.10 -
Loans derecognised during the year - - - -
Loans originated / derecognised during the year 295.21 35.46 (8.68) 321.99
Write offs during the year (8.55) (69.70) (212.84) (291.09)
ECL allowances balances as at March 31, 2023 154.50 30.00 282.40 466.90
Transfer to Stage 1 263.50 (17.50) (246.00) -
Transfer to Stage 2 (2.40) 2.50 (0.10) -
Transfer to Stage 3 (7.30) (10.90) 18.20 -
Loans derecognised during the year - - - -
Loans originated / derecognised during the year (246.07) 175.13 1,093.70 1,022.76
Write offs during the year (0.43) (13.28) (231.00) (244.71)
ECL allowances balances as at March 31, 2024 161.80 165.95 917.20 1,244.95
Transfer to Stage 1 6.40 ( 3.50) ( 2.90) -
Transfer to Stage 2 ( 3.60) 3.60 - -
Transfer to Stage 3 ( 8.80) (31.80) 4 0.60 -
Loans derecognised during the year
Loans originated / derecognised during the year 88.80 360.35 1,077.70 1,526.85
Write offs during the year ( 4.50) (120.90) (664.80) (790.20)
ECL allowances balances as at March 31, 2025 240.10 373.70 1 ,367.80 1 ,981.60
Cash and cash equivalent and bank deposits
The Company maintains its bank balances in reputed banks and financial institutions. The credit risk is limited because the counterparties are banks with high
credit ratings assigned by international credit rating agencies.
370Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
49.2 Liquidity risk
LiquidityriskistheriskthattheCompanywillencounterdifficultyinmeetingtheobligationsassociatedwithitsfinancialliabilities(otherthanderivatives)thataresettledbydeliveringcashoranotherfinancialasset.TheCompany’sapproachtomanagingliquidity
is to ensure as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due.
LiquidityriskmanagementintheCompanyismanagedaspertheguidelinesofBoard-approvedAsset-LiabilityManagement(‘ALM’)PolicywhichismonitoredbytheAssetLiabilityCommittee.TheALMPolicyprovidesthegovernanceframeworkforthe
identification,measurement,monitoringandreportingofliquidityriskarisingoutofCompany’slendingandborrowingactivities.TheCompanymaintainsflexibilityinfundingbymaintainingavailabilityundercommittedcreditlines.Managementmonitorsthe
Company’s liquidity positions (also comprising the undrawn borrowing facilities) and cash and cash equivalents on the basis of expected cash flows. The Company also takes into account liquidity of the market in which the entity operates.
Maturities of financial liabilities
The table below analyses non-derivative financial liabilities of the Company into relevant maturity groupings based on the remaining period from the reporting date to the contractual maturity date.
As at S eptember 30, 2025 As at S eptember 30, 2024 As at M arch 31, 2025 As at M arch 31, 2024 As at M arch 31, 2023
Particulars
Within After Within After Within After Within After Within After
Total Total Total Total Total
12 months 12 months 12 months 12 months 12 months 12 months 12 months 12 months 12 months 12 months
Financial liabilities
Lease liabilities 1 05.96 296.44 402.40 112.62 172.88 2 85.50 95.20 1 88.91 2 84.11 6 9.70 1 66.61 2 36.31 6 9.70 1 73.20 2 42.90
Debt securities 5,106.39 10,002.94 15,109.33 5,016.61 8,856.50 1 3,873.11 6349.30 7 ,831.99 1 4,181.29 5 ,037.10 5 ,186.33 1 0,223.43 4 ,800.80 4 ,197.70 8 ,998.50
Borrowings(otherthan
16,911.52 20,164.13 1 5,975.74 1 0,982.16 2 6,957.90 1 5,338.56 3 1,081.96 1 5,678.90 9 ,087.57 2 4,766.47 9 ,675.10 4 ,288.01 1 3,963.11
debt securities) 37,075.65 15743.40
Other financial
479.98 12.16 493.66 2 3.49 5 17.15 - 4 81.30 5 54.23 - 5 54.23 1 60.65 - 1 60.65
liabilities 492.14 481.30
Derivative Financial
- - - - - - - 31.52 - 31.52 - - -
Instrument - 0.00
2 2,603.85 3 0,475.68 5 3,079.52 2 1,598.63 2 0,035.03 4 1,633.66 2 2,669.20 2 3,359.46 4 6,028.66 2 1,371.45 1 4,440.51 3 5,811.96 1 4,706.25 8 ,658.91 2 3,365.16
371Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
49.3 Market risk
Marketriskistheriskthatthefairvalueoffuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangesinmarketprices.Marketriskcomprisesthreetypesofrisk:
interestraterisk,currencyriskandotherpricerisk,suchasequitypriceriskandcommoditypricerisk.Financialinstrumentsaffectedbymarketriskincludeforeigncurrency
receivables.
49.3.1 Foreign currency risk
Currencyriskistheriskthatthevalueofafinancialinstrumentwillfluctuateduetochangesinforeignexchangerates.ForeigncurrencyriskfortheCompanyarisesmajorlyonaccount
offoreigncurrencyborrowings.Whenaderivativeisenteredintoforthepurposeofbeingashedge,theCompanynegotiatesthetermsofthosederivativestomatchwiththetermsof
the hedge exposure. The Company’s policy is to fully hedge its foreign currency borrowings at the time of drawdown and remain so till repayment.
TheCompanyholdsderivativefinancialinstrumentssuchascrosscurrencyinterestrateswaptomitigateriskofchangesinexchangerateinforeigncurrencyandfloatinginterestrate.
Thecounterpartyforthesecontractsisgenerallyabank.Thesederivativefinancialinstrumentsarevaluedbasedonquotedpricesforsimilarassetsandliabilitiesinactivemarketsor
inputs that are directly or indirectly observable in market place.
The carrying amounts of the Company’s foreign currency exposure at the end of the reporting period are as follows :
As at As at As at As at As at
Particulars Currency
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Financial liabilities, Rs. Millions USD 4,587.60 2,514.12 1 ,854.26 2 ,209.40 1 ,233.30
Financial liabilities, Rs. Millions EURO 1,563.33 1,403.01 1 ,384.87 1 ,353.30 1 ,344.10
49.3.2 Interest rate risk
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of change in market interest rates. The Company does not have any exposure to
the risk of changes in market interest rates as the company does not have any borrowings/loans on fluctuating interest rates except following:-
(a) Liabilities
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Debt securities
Variable rate - 1 00.00 100.00 1 00.20 2,611.40
Fixed rate 15,109.33 13,773.11 14081.29 1 0,123.23 6 ,387.10
Borrowings (other than debt)
Variable rate 17,650.22 11,262.28 15841.65 9,660.20 6,157.61
Fixed rate 19,425.43 15,695.62 15240.31 1 5,106.27 7,805.50
Sensitivity analysis
Increase by 80 basis points 1 41.20 9 0.90 127.53 7 8.10 6 2.70
Decrease by 80 basis points ( 141.20) ( 90.90) ( 127.53) ( 78.10) ( 62.70)
(b) Assets
TheCompany’sfixeddepositsarecarriedatamortisedcostandarefixedratedepositsandthereforenotsubjecttointerestraterisk,sinceneitherthecarryingamountnorthefuture
cash flows will fluctuate because of a change in market interest rates.
Loans extended by the Company are all fixed rate loans.
(c) Price risk exposure
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Investments 6 66.03 2 27.61 417.63 1 06.09 8 42.10
Sensitivity analysis*
increase by 4% - - - - 2 3.40
decrease by 4% - - - - ( 23.40)
*The Company’s Investment in Mutual Funds is exposed to pricing risk. Other financial instruments held by the company does not possess any risk associated with trading.
372Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
50 Leases
50.1.1 Carrying value of Right of Use Assets
Particulars Buildings Total
Balance at April 1, 2025 262.65 262.65
Additions 193.56 193.56
Deletions / Adjustments (10.18) (10.18)
Depreciation charge for the period (62.33) (62.33)
Balance at September 30, 2025 383.70 383.70
Balance at April 1, 2024 214.31 214.31
Additions 109.63 109.63
Deletions / Adjustments (8.50) (8.50)
Depreciation charge for the period (52.50) (52.50)
Balance at September 30, 2024 262.94 262.94
Balance at April 1, 2022 205.80 205.80
Additions 8 3.40 8 3.40
Deletions / Adjustments ( 4.50) ( 4.50)
Depreciation charge for the year ( 73.20) ( 73.20)
Balance at March 31, 2023 211.50 211.50
Additions 112.01 112.01
Deletions / Adjustments (14.61) (14.61)
Depreciation charge for the year (94.59) (94.59)
Balance at March 31, 2024 214.31 214.31
Additions 198.20 198.20
Deletions / Adjustments (37.86) (37.86)
Depreciation charge for the year (112.00) (112.00)
Balance at March 31, 2025 262.65 262.65
50.1.2 Carrying value of lease liabilities:
Particulars Buildings Total
Balance at April 01, 2025 284.11 284.11
Additions 1 85.19 1 85.19
Finance cost 2 8.79 2 8.79
Termination / Adjustments ( 9.95) ( 9.95)
Lease payments ( 85.74) ( 85.74)
Balance at September 30, 2025 402.40 402.40
Particulars Buildings Total
Balance at April 01, 2024 236.31 236.31
Additions 1 06.26 1 06.26
Finance cost 1 9.41 1 9.41
Termination / Adjustments ( 10.30) ( 10.30)
Lease payments ( 66.18) ( 66.18)
Balance at September 30, 2024 285.50 285.50
Particulars Buildings Total
Balance at April 01, 2022 233.50 233.50
Additions 75.10 7 5.10
Finance cost 31.60 3 1.60
Termination / Adjustments - -
Lease payments ( 97.40) ( 97.40)
Balance at March 31, 2023 2 42.80 2 42.80
Additions 1 00.60 1 00.60
Finance cost 2 2.11 2 2.11
Termination / Adjustments ( 16.50) ( 16.50)
Lease payments ( 112.70) ( 112.70)
Balance at March 31, 2024 2 36.31 2 36.31
Additions 192.00 1 92.00
Finance cost 45.72 4 5.72
Termination / Adjustments ( 41.42) ( 41.42)
Lease payments ( 148.50) ( 148.50)
Balance at March 31, 2025 2 84.11 2 84.11
373Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
50.1.3 Maturity analysis of lease liabilities
Contractual undiscounted cash As at As at As at As at As at
flows September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Less than one year 151.72 120.36 125.90 111.90 95.90
One to five years 309.15 214.80 207.30 173.50 194.70
More than five years 8 5.19 3 5.81 28.20 3 .90 2 .20
Undiscounted lease liabilities 546.06 370.97 361.40 289.30 292.80
50.1.4 Amounts recognised in profit or loss
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Interest on lease liabilities 2 8.79 1 9.41 45.72 22.11 31.60
Depreciation on ROU assets 6 2.33 5 2.50 112.00 9 4.59 73.20
91.12 71.91 157.72 116.70 104.80
50.1.5 Cash outflow of leases
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Cash outflow of leases
Lease payments 8 5.74 6 6.18 1 48.50 1 12.70 9 7.40
85.74 66.18 148.50 112.70 97.40
50.1.6
Break up value of the current and non-current lease liabilities
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Current lease liabilities 105.96 112.62 95.20 69.70 69.70
Non-current lease liabilities 296.44 172.88 188.91 166.61 173.20
402.40 285.50 2 84.11 2 36.31 2 42.90
51 Financial instruments and fair value disclosures
Valuation principles
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement
dateundercurrentmarketconditions(i.e.anexitprice),regardlessofwhetherthatpriceisdirectly/indirectlyobservableorestimatedusingavaluationtechnique.Inordertoshow
how fair values have been derived, financial instruments are classified based on a hierarchy of valuation techniques.
Fair value hierarchy of asset and liabilities measured at fair value
As at S eptember 30, 2025
Particulars
Level 1 Level 2 Level 3 Total
At fair value through profit and Loss
Financial asset
Derivative financial instruments - 316.54 - 316.54
Investments
Mutual funds - - - -
Security receipts - 340.30 340.30
- 6 56.84 - 6 56.84
Financial liabilities
Derivative financial instruments - - - -
- -
374Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
As at S eptember 30, 2024
Particulars
Level 1 Level 2 Level 3 Total
At fair value through profit and Loss
Financial Asset
Derivative financial instruments - 24.15 - 24.15
Investments -
Mutual funds - - - -
Security receipts - 105.67 - 105.67
- 1 29.82 - 1 29.82
Financial Liabilities
Derivative financial instruments - - - -
- - - -
Fair value hierarchy of asset and liabilities measured at fair value
As at March 31, 2025
Particulars
Level 1 Level 2 Total
At fair value through profit and Loss
Financial asset
Derivative financial instruments - 2.41 - 2.41
Investments -
Security receipts - 369.74 - 369.74
- 372.15 - 372.15
Financial liabilities
Derivative financial instruments - - -
- - - -
As at M arch 31, 2024
Particulars
Level 1 Level 2 Level 3 Total
At fair value through profit and Loss
Financial asset
Derivative financial instruments - - - -
Investments
Mutual funds - - - -
Security receipts - 157.09 - 157.09
- 1 57.09 - 1 57.09
Financial liabilities
Derivative financial instruments - 31.52 - 31.52
- 31.52 - 31.52
As at M arch 31, 2023
Particulars
Level 1 Level 2 Level 3 Total
At fair value through profit and Loss
Financial Asset
Derivative financial instruments - 30.70 - 30.70
Investments - - -
Mutual funds 585.10 - - 585.10
Security receipts - 308.00 - 308.00
585.10 3 38.70 - 9 23.80
Financial Liabilities
Derivative financial instruments - - - -
- - - -
375Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
Fair Value hierarchy of Asset and Liabilities not measured at fair value
Themanagementassessedthatcarryingvalueoffinancialassetandfinancialliabilitiesareareasonableapproximationoftheirfairvalueandhencetheircarryingvaluesaredeemed
to be fair values.
Valuation methodologies of financial instruments not measured at fair value
Loans
Most of the loans are repriced frequently, with interest rate of loans reflecting current market pricing. Hence carrying value of loans is deemed to be equivalent of fair value.
Borrowings
Debtsecuritiesandborrowingsarefixedrateborrowingsandfairvalueofthesefixedrateborrowingsisdeterminedbydiscountingexpectedfuturecontractualcashflowsusing
currentmarketinterestrateschargedforsimilarnewloansandcarryingvalueapproximatesthefairvalueforfixedrateborrowingatfinancialstatementlevel.TheCompany’s
borrowings which are at floating rate approximates the fair value.
Short term and other financial assets and liabilities
Themanagementassessedthatcashandcashequivalents,investments,otherfinancialassets,tradepayablesandotherfinancialliabilitiesapproximatetheircarryingamounts
largely due to the short-term maturities of these instruments.
376Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
52 Disclosures pursuant to Reserve bank of India notification DOR (NBFC).CC.PD.No.109/22.10.106/2019-20 dated March 13, 2020 pertaining to Asset Classification as per RBI Norms
52.1 As at September 30, 2025
Loss allowances
Difference between
Asset classification as per RBI Asset classification as Gross carrying (provisions) as Provisions required
Net carrying amount Ind AS 109 provisions
Norms per Ind AS 109 amount as per Ind AS required under Ind as per IRACP norms
and IRACP norms
AS 109
(1) (2) (3) (4) (5) = (3)-(4) (6) (7) = (4)-(6)
Performing assets
Standard Stage 1 5 2,499.65 2 50.36 5 2,249.29 2 12.84 3 7.52
Standard Stage 2 9 28.09 3 66.82 5 61.27 3 .75 3 63.07
Subtotal 5 3,427.74 6 17.18 5 2,810.56 2 16.59 4 00.59
Non-performing assets (NPA)
Sub - standard Stage 3 2,471.38 1,525.80 9 45.58 2 48.37 1 ,277.43
Subtotal Sub -Standard 2 ,471.38 1 ,525.80 9 45.58 2 48.37 1 ,277.43
Doubtful - up to 1 year Stage 3 1 76.74 1 54.41 2 2.33 1 54.41 -
1 to 3 years Stage 3 7 6.06 7 5.90 0 .16 7 5.90 -
More than 3 years Stage 3 - - - - -
Subtotal Doubtful 2 52.80 2 30.31 2 2.49 2 30.31 -
Loss assets - - - - -
Subtotal NPA Stage 3 2 ,724.18 1 ,756.11 9 68.07 4 78.68 1 ,277.43
Other items such as guarantees, loan commitments, Stage 1 - - - - -
etc. which are in the scope of Ind AS 109 but not Stage 2 - - - - -
covered under current Income Recognition, Asset
Stage 3 - - - - -
Classification and Provisioning (IRACP) norms
Stage 1 5 2,499.65 2 50.36 5 2,249.29 2 12.84 3 7.52
All assets Stage 2 9 28.09 3 66.82 5 61.27 3 .75 3 63.07
Stage 3 2 ,724.18 1 ,756.11 9 68.07 4 78.68 1 ,277.43
Total 5 6,151.92 2 ,373.29 5 3,778.63 6 95.27 1 ,678.02
Note 1: The above table discloses the provisions amounts as per IRACP norms, while the Company has made a provision of non-performing assets as per the Company’s policy which is in excess
of the IRACP norms.
52.2 As at September 30, 2024
Loss allowances
Difference between
Asset classification as per RBI Asset classification as Gross carrying (provisions) as Provisions required
Net carrying amount Ind AS 109 provisions
Norms per Ind AS 109 amount as per Ind AS required under Ind as per IRACP norms
and IRACP norms
AS 109
(1) (2) (3) (4) (5) = (3)-(4) (6) (7) = (4)-(6)
Performing assets
Standard Stage 1 4 4,342.17 2 02.44 4 4,139.73 1 80.62 2 1.82
Standard Stage 2 7 77.04 3 18.57 4 58.47 3 .36 3 15.21
Subtotal 4 5,119.21 5 21.01 4 4,598.20 1 83.98 3 37.03
Non-performing assets (NPA)
Sub - standard Stage 3 1 ,464.39 9 40.34 5 24.05 1 47.23 7 93.11
Subtotal Sub -Standard 1 ,464.39 9 40.34 5 24.05 1 47.23 7 93.11
Doubtful - up to 1 year Stage 3 7 1.00 6 9.61 1 .39 6 9.61 -
1 to 3 years Stage 3 1 2.05 1 2.02 0 .03 1 2.02 -
More than 3 years Stage 3 - - - - -
Subtotal Doubtful 8 3.05 8 1.63 1 .42 8 1.63 -
Loss assets - - - - -
Subtotal NPA Stage 3 1 ,547.44 1 ,021.97 5 25.47 2 28.86 7 93.11
Otheritemssuchasguarantees,loancommitments,Stage 1 - - - - -
etc. which are in the scope of Ind AS 109 but not
covered under current Income Recognition, AssetStage 2 - - - - -
Classification and Provisioning (IRACP) norms
Stage 3 - - - - -
Stage 1 4 4,342.17 2 02.44 4 4,139.73 1 80.62 2 1.82
All assets Stage 2 7 77.04 3 18.57 4 58.47 3 .36 3 15.21
Stage 3 1 ,547.44 1 ,021.97 5 25.47 2 28.86 7 93.11
Total 4 6,666.65 1 ,542.98 4 5,123.67 4 12.84 1 ,130.14
Note 1: The above table discloses the provisions amounts as per IRACP norms, while the Company has made a provision of non-performing assets as per the Company’s policy which is in excess
of the IRACP norms.
377Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
52.3
Disclosures pursuant to Reserve bank of India notification DOR (NBFC).CC.PD.No.109/22.10.106/2019-20 dated March 13, 2020 pertaining to Asset Classification as per RBI Norms
For the year March 31, 2025
Loss allowances
Difference between
Asset classification as per RBI Asset classification as Gross carrying (provisions) as Provisions required
Net carrying amount Ind AS 109 provisions
Norms per Ind AS 109 amount as per Ind AS required under Ind as per IRACP norms
and IRACP norms
AS 109
(1) (2) (3) (4) (5) = (3) - (4) (6) (7) = (4)-(6)
Performing assets
Standard Stage 1 4 8,466.22 2 60.60 4 8,205.62 1 96.80 6 3.80
Standard Stage 2 9 36.70 3 94.50 5 42.20 3 .80 3 90.70
Subtotal 4 9,402.92 6 55.10 4 8,747.82 2 00.60 4 54.50
Non-performing assets (NPA)
Sub - standard Stage 3 2 ,047.70 1 ,351.60 6 96.10 2 05.90 1 ,145.70
Subtotal Sub -Standard 2 ,047.70 1 ,351.60 6 96.10 2 05.90 1 ,145.70
Doubtful - up to 1 year Stage 3 7 1.80 6 4.00 7 .80 6 4.00 -
1 to 3 years Stage 3 5 0.90 5 0.80 0 .10 5 0.80 -
More than 3 years Stage 3 - - - - -
Subtotal Doubtful 1 22.70 1 14.80 7 .90 1 14.80 -
Loss assets - - - - -
Subtotal NPA Stage 3 2 ,170.40 1 ,466.40 7 04.00 3 20.70 1 ,145.70
Other items such as guarantees, Stage 1 - - - - -
loan commitments, etc. which Stage 2 - - - - -
are in the scope of Ind AS 109 Stage 3 - - - - -
Stage 1 4 8,466.22 2 60.60 4 8,205.62 1 96.80 6 3.80
All assets Stage 2 9 36.70 3 94.50 5 42.20 3 .80 3 90.70
Stage 3 2 ,170.40 1 ,466.40 7 04.00 3 20.70 1 ,145.70
Total 5 1,573.32 2 ,121.50 4 9,451.82 5 21.30 1 ,600.20
Note 1: The above table discloses the provisions amounts as per IRACP norms, while the Company has made a provision of non-performing assets as per the Company’s policy which is in excess
of the IRACP norms.
378Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
As at March 31, 2024
Loss allowances
Difference between
Asset classification as per RBI Asset classification as Gross carrying (provisions) as Provisions required
Net carrying amount Ind AS 109 provisions
Norms per Ind AS 109 amount as per Ind AS required under Ind as per IRACP norms
and IRACP norms
AS 109
(1) (2) (3) (4) (5) = (3) - (4) (6) (7) = (4)-(6)
Performing assets
Standard Stage 1 39,550.20 1 81.35 3 9,368.85 1 62.70 1 8.65
Standard Stage 2 4 30.10 1 71.80 2 58.30 2 .30 1 69.50
Subtotal 3 9,980.30 3 53.15 3 9,627.15 1 65.00 1 88.15
Non-performing assets (NPA)
Sub - standard Stage 3 1 ,248.70 9 33.80 3 14.90 1 23.40 8 10.40
Subtotal Sub -Standard 1 ,248.70 9 33.80 3 14.90 1 23.40 8 10.40
Doubtful - up to 1 year Stage 3 67.20 15.80 5 1.40 61.00 ( 45.20)
1 to 3 years Stage 3 0.40 - 0 .40 0.40 ( 0.40)
More than 3 years Stage 3 - - - - -
Subtotal Doubtful 6 7.60 1 5.80 5 1.80 6 1.40 ( 45.60)
Loss assets - - - - -
Subtotal NPA Stage 3 1 ,316.30 9 49.60 3 66.70 1 84.80 7 64.80
Otheritemssuchasguarantees,loancommitments,Stage 1 - - - - -
etc. which are in the scope of Ind AS 109 but not
covered under current Income Recognition, AssetStage 2 - - - - -
Classification and Provisioning (IRACP) norms Stage 3 - - - - -
Stage 1 3 9,550.20 1 81.35 3 9,368.85 1 62.70 1 8.65
All assets Stage 2 4 30.10 1 71.80 2 58.30 2 .30 1 69.50
Stage 3 1 ,316.30 9 49.60 3 66.70 1 84.80 7 64.80
Total 4 1,296.60 1 ,302.75 3 9,993.85 3 49.80 9 52.95
Note 1: The above table discloses the provisions amounts as per IRACP norms, while the Company has made a provision of non-performing assets as per the Company’s policy which is in excess
of the IRACP norms.
52.4 As at March 31, 2023
Loss allowances
Difference between
Asset classification as per RBI Asset classification as Gross carrying (provisions) as Provisions required
Net carrying amount Ind AS 109 provisions
Norms per Ind AS 109 amount as per Ind AS required under Ind as per IRACP norms
and IRACP norms
AS 109
(1) (2) (3) (4) (5) = (3)-(4)(6)
Performing assets
Standard Stage 1 2 5,213.90 173.60 2 5,040.30 1 10.80 62.80
Standard Stage 2 2 50.20 3 5.00 2 15.20 4.00 31.00
Subtotal 2 5,464.10 2 08.60 2 5,255.50 1 14.80 9 3.80
Non-performing assets (NPA)
Sub - standard Stage 3 6 51.80 3 26.10 3 25.70 7 2.80 2 53.30
Subtotal Sub -Standard 6 51.80 3 26.10 3 25.70 7 2.80 2 53.30
Doubtful - up to 1 year Stage 3 0 .60 - 0 .50 0 .60 ( 0.60)
1 to 3 years Stage 3 0 .10 0 .10 - 0 .10 -
More than 3 years Stage 3 - - - - -
Subtotal Doubtful 0 .70 0 .10 0 .50 0 .70 ( 0.60)
Loss assets - - - - -
Subtotal NPA Stage 3 6 52.50 3 26.20 3 26.20 7 3.50 2 52.70
Otheritemssuchasguarantees,loancommitments,Stage 1 - - - - -
etc. which are in the scope of Ind AS 109 but not
covered under current Income Recognition, AssetStage 2 - - - - -
Classification and Provisioning (IRACP) norms Stage 3 - - - - -
Stage 1 2 5,213.90 1 73.60 2 5,040.30 1 10.80 6 2.80
All assets Stage 2 2 50.20 3 5.00 2 15.20 4 .00 3 1.00
Stage 3 6 52.50 3 26.20 3 26.20 7 3.50 2 52.70
Total 2 6,116.60 5 34.80 2 5,581.70 1 88.30 3 46.50
Note 1: The above table discloses the provisions amounts as per IRACP norms, while the Company has made a provision of non-performing assets as per the Company’s policy which is in excess
of the IRACP norms.
Note 2: The above amounts does not include the impact of EIR on applicable fees and interest accrued on customer loans.
379Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
53 RBI circular RBI/DNBR/2016-17/45 Master Direction DNBR. PD. 008/03.10.119/2016-17 September 01, 2016, as amended.
53.1 Asset Liability Management - Maturity pattern of certain items of assets and liabilities
As at September 30, 2025
Over Over Over Over Over Over
15 days
1 to 7 8 to 14 1 month 2 months 3 months 6 months 1 year 3 year Over 5
Particulars to 30/31 Total
days days up to up to up to up to up to up to years
days
2 months 3 months 6 months 1 year 3 years 5 years
Deposits - - - - - - - - - - -
Advances* 3 ,020.63 - 7.18 2 ,029.22 2 ,051.50 6 ,287.71 1 1,696.52 2 2,686.58 4 ,125.44 1 ,873.85 5 3,778.63
Investments^ 2 ,661.78 4 ,003.25 1 45.83 6 00.49 1 35.97 5 77.85 7 17.76 5 62.27 - - 9 ,405.20
Borrowing** 1 ,007.21 123.69 1,036.24 2 ,261.35 1 ,816.79 6,733.29 8 ,629.86 2 2,455.36 1 ,844.80 - 4 5,908.58
Foreign currency
- - - - - - - - - - -
assets
Foreign currency
- - 409.48 - - - - 5 ,563.93 3 03.00 - 6 ,276.40
liabilities
As at September 30, 2024
Over Over Over Over Over Over
15 days
1 to 7 8 to 14 1 month 2 months 3 months 6 months 1 year 3 year Over 5
to 30/31 Total
days days up to up to up to up to up to up to years
days
2 months 3 months 6 months 1 year 3 years 5 years
Deposits - - - - - - - - - - -
Advances* 2 ,664.81 - - 1 ,782.20 1 ,800.08 5 ,475.65 1 0,625.26 1 9,754.99 2 ,397.31 6 23.37 4 5,123.67
Investments^ 3 ,000.42 950.84 2,135.46 9 78.64 5 10.59 6 7.71 7 42.97 5 74.88 - - 8 ,961.51
Borrowing** 6 32.92 117.51 1,196.42 1 ,699.92 1 ,861.68 6 ,027.30 8 ,657.48 1 4,283.81 2 ,343.86 - 3 6,820.87
Foreign currency
- - - - - - - - - - -
assets
Foreign currency
1 03.93 - 695.18 - - - - 1 ,964.66 1 ,246.37 - 4 ,010.14
liabilities
As at March 31, 2025
Over Over Over Over Over Over
15 days
1 to 7 8 to 14 1 month 2 months 3 months 6 months 1 year 3 year Over 5
Particulars to 30/31 Total
days days up to up to up to up to up to up to years
days
2 months 3 months 6 months 1 year 3 years 5 years
Deposits - - - - - - - - - - -
Advances* 2 ,840.30 - - 1 ,915.70 1 ,943.40 5 ,961.90 1 1,631.00 2 0,814.40 3 ,163.40 1 ,181.71 4 9,451.81
Investments^ 2 ,317.80 1 ,411.40 1 ,559.10 1 76.80 1 02.60 3 46.80 1 ,004.90 2 98.36 - - 7 ,217.76
Borrowing** 5 11.60 1 95.40 1 ,032.80 1 ,689.20 1 ,963.20 5 ,606.80 1 0,756.80 1 7,851.90 2 ,364.44 - 4 1,972.14
Foreign currency
- - - - - - - - - - -
assets
Foreign currency
6 0.70 - - - - - 2 76.20 2 ,663.40 2 90.81 - 3 ,291.11
liabilities
As at March 31, 2024
Over Over Over Over Over Over
15 days
1 to 7 8 to 14 1 month 2 months 3 months 6 months 1 year 3 year Over 5
Particulars to 30/31 Total
days days up to up to up to up to up to up to years
days
2 months 3 months 6 months 1 year 3 years 5 years
Deposits - - - - - - - - - - -
Advances* 2 ,257.17 - - 1 ,557.98 1 ,580.97 4 ,843.86 9 ,524.55 1 7,985.93 1 ,805.29 4 38.10 3 9,993.85
Investments^ 2 ,503.14 400.24 186.14 1 78.74 1 28.94 5 12.94 5 98.54 4 30.49 - - 4 ,939.17
Borrowing** 4 47.30 290.40 1,196.30 1 ,415.30 2 ,570.90 4 ,932.70 9 ,082.10 9 ,930.70 8 92.10 5 94.60 3 1,352.40
Foreign currency
- - - - - - - - - - -
assets
Foreign currency
- - - - - - 7 81.00 1 ,910.80 9 45.70 - 3 ,637.50
liabilities
380Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
As at March 31, 2023
Over Over Over Over Over Over
15 days
1 to 7 8 to 14 1 month 2 months 3 months 6 months 1 year 3 year Over 5
to 30/31 Total
days days up to up to up to up to up to up to years
days
2 months 3 months 6 months 1 year 3 years 5 years
Deposits - - - - - - - - - - -
Advances* 1 ,584.53 - - 1 ,080.02 1 ,145.89 3 ,523.64 6 ,978.90 1 1,411.70 3 02.39 6 2.15 2 6,089.22
Investments^ 2 ,188.40 - 700.00 3 3.73 5 0.15 3 50.40 4 38.99 6 48.93 - - 4 ,410.60
Borrowing** 5 0.70 200.84 558.03 1 ,054.72 9 30.18 3 ,417.89 6 ,781.47 6 ,515.10 7 90.95 - 2 0,299.88
Foreign currency
- - - - - - - - - - -
assets
Foreign currency
- - - - 9 19.23 4 48.30 4 7.11 9 81.55 2 65.54 - 2 ,661.73
liabilities
Notes
* EIR on advances has been considered as per repayment schedule.
* Net of provision for standard and non performing asset.
* Advances not included staff loan.
* The advances are gross of impairment loss allowance.
** EIR on borrowing has been considered in the last bucket of the respective borrowing.
^ Investments includes the amount of deposits with banks and mutual funds.
(a) Advances and borrowings are inclusive of the securitisation transactions which have not been de-recognised in the books of accounts in accordance with Ind AS 109.
(b) Above ALM does not consider cash balance existing as on balance sheet date.
381Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
53.2 Summary of material accounting policies
Refer to note 2 of Financial Statements for summary of material accounting policies.
53.3 Capital
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
(a) CRAR (%) 32.27% 37.61% 34.92% 32.79% 31.07%
(b) CRAR - Tier I Capital (%) 32.27% 37.61% 34.92% 32.79% 31.07%
(c) CRAR - Tier II Capital (%) - - - - -
(d) Amount of subordinated debt raised as Tier-II capital - - - - -
(e) Amount raised by issue of perpetual debt instruments - - - - -
53.4 Investments
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Value of investments
Gross value of investments
In India 9 86.14 281.11 7 61.64 159.59 895.60
Outside India - - - - -
Provisions for depreciation
In India 3 20.11 53.50 3 44.01 53.50 51.00
Outside India - - - -
Net value of investments
In India 666.03 227.61 417.63 106.09 844.60
Outside India - - -
Movement of provisions held towards depreciation on
investments
Opening balance 3 44.01 53.50 53.50 51.00 29.40
Add : Provisions made during the year/period - - 2 90.51 2.50 21.60
Less Write-off / write-back of excess provisions during the
2 3.90 - - - -
year/period
Closing balance 320.11 53.50 344.01 53.50 51.00
53.5 Derivatives
53.5.1 Forward rate agreement / interest rate swap
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
The notional principal of swap agreements 6,150.93 3,917.13 3,239.13 3,562.68 2,577.40
Losses which would be incurred if counterparties failed to fulfil
- - - - -
their obligations under the agreements
Collateral required by the NBFC upon entering into swaps - - - - -
Concentration of credit risk arising from the swaps* - - - - -
The fair value of the swap book 316.54 24.15 2.41 (31.52) 30.70
* Counter- party for all swaps entered into by the Company are Scheduled Commercial Banks.
53.5.2 Exchange traded interest rate (IR) derivatives
Particulars Amount
Notional principal amount of exchange traded IR derivatives undertaken during the year (instrument-wise)
a) Nil Nil
b) Nil Nil
c) Nil Nil
Notional principal amount of exchange traded IR derivativesoutstandingasonSeptember30,2025,September30,2024,March31,2025,March31,
2024 and March 31, 2023 (instrument-wise)
a) Nil Nil
b) Nil Nil
c) Nil Nil
Notional principal amount of exchange traded IR derivatives outstanding and not "highly effective" (instrument-wise)
a) Nil Nil
b) Nil Nil
c) Nil Nil
Mark-to-market value of exchange traded IR derivatives outstanding and not "highly effective" (instrument-wise)
a) Nil Nil
b) Nil Nil
c) Nil Nil
382Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
53.5.3 Disclosures on risk exposure in derivatives
Qualitative disclosures
TheCompanyundertakesthederivativestransactiontoprudentlyhedgetheriskincontextofaparticularborrowingortodiversifysourcesofborrowingandtomaintainfixedandfloatingborrowingmix.TheCompanydoesnotindulgeintoanyderivativetradingtransactions.TheCompanyreviews,theproposedtransaction
andoutlineanyconsiderationsassociatedwiththetransaction,includingidentificationofthebenefitsandpotentialrisks(worstcasescenarios);anindependentanalysisofpotentialsavingsfromtheproposedtransaction.TheCompanyevaluatesalltherisksinherentinthetransactionviz.,counterpartyrisk,MarketRisk,
Operational Risk, basis risk etc.
CreditriskiscontrolledbyrestrictingthecounterpartiesthattheCompanydealswith,tothosewhoeitherhavebankingrelationshipwiththeCompanyorareinternationallyrenownedorcanprovidesufficientinformation.Market/Priceriskarisingfromthefluctuationsofinterestratesandforeignexchangeratesorfrom
otherfactorsshallbecloselymonitoredandcontrolled.Normallytransactionenteredforhedging,willrunoverthelifeoftheunderlyinginstrument,irrespectiveofprofitorloss.Liquidityriskiscontrolledbyrestrictingcounterpartiestothosewhohaveadequatefacility,sufficientinformation,andsizabletradingcapacity
and capability to enter into transactions in any markets around the world.
Therespectivefunctionsoftrading,confirmationandsettlementshouldbeperformedbydifferentpersonnel.Thefrontofficeandback-officeroleiswelldefinedandsegregated.Allthederivativestransactionsarequarterlymonitoredandreviewed.Allthederivativetransactionshavetobereportedtotheboardof
directors on every quarterly board meetings including their financial positions.
Quantitative disclosures
As at As at
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
September 30, 2025 September 30, 2024
Currency Currency Interest Rate Currency Interest Rate Interest Rate Currency Interest Rate
Interest Rate Derivatives Currency Derivatives*
Derivatives* Derivatives* Derivatives Derivatives* Derivatives Derivatives Derivatives* Derivatives
Derivative (notional principal amount) – for hedging 6,150.93 - 3,917.13 - 3,239.13 - 3,562.68 - 2,577.40 -
Marked to market positions 316.54 24.15 - 2.41 - (31.52) - 30.70 -
Credit exposure 6,150.93 - 3,917.13 - 3,239.13 - 3,562.68 - 2,577.40 -
Unhedged exposures - - - - - - - - - -
* Cross currency interest rate swap
53.6 Disclosures relating to Securitisation (Refer Note No. 45 of the financial statements.)
53.7 Exposures
53.7.1 Exposure to real estate sector
As at As at As at As at As at
Category
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
(a) Direct exposure
Residential mortgages* 9 ,377.55 5 ,503.72 7 ,209.42 4 ,317.50 1 ,620.39
Lending fully secured by mortgages on residential property that is or will be occupied by the borrower or that is rented. Exposure would also include non-fund based limits. 9 ,377.55 5 ,503.72 7 ,209.42 4 ,317.50 1 ,620.39
Commercial real estate 8 66.94 3 83.86 4 50.70 2 20.00 4 9.20
Lending secured by mortgages on commercial real estates (office buildings, retail space, multi- purpose commercial premises, multi-family residential buildings, multi-tenanted commercial premises, industrial or
8 66.94 3 83.86 4 50.70 2 20.00 4 9.20
warehouse space, hotels, land acquisition, development and construction, etc.). Exposure would also include non-fund based limits
Investments in Mortgage Backed Securities (MBS) and other securitised exposures NIL NIL NIL NIL NIL
Residential NIL NIL NIL NIL NIL
Commercial real estates NIL NIL NIL NIL NIL
(b) Indirect Exposure
Fund based and non-fund-based exposures on National Housing Bank and Housing Finance Companies. NIL NIL NIL NIL NIL
1 0,244.49 5 ,887.58 7 ,660.12 4 ,537.50 1 ,669.59
*including loans on properties which are being used as mix i.e. residential and commercial.
383Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
53.7.2 Exposure to capital market
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
(a) Direct investment in equity shares, convertible bonds, convertible debentures and units of equity-oriented mutual funds the corpus of which is not exclusively invested in corporate debt; NIL NIL NIL NIL NIL
(b) Advances against shares / bonds / debentures or other securities or on clean basis to individuals for investment in shares (including IPOs / ESOPs), convertible bonds, convertible debentures, and units
NIL NIL NIL NIL NIL
of equity-oriented mutual funds;
(c) Advances for any other purposes where shares or convertible bonds or convertible debentures or units of equity oriented mutual funds are taken as primary security; NIL NIL NIL NIL NIL
(d) Advances for any other purposes to the extent secured by the collateral security of shares or convertible bonds or convertible debentures or units of equity oriented mutual funds i.e. where the primary
NIL NIL NIL NIL NIL
security other than shares / convertible bonds / convertible debentures / units of equity oriented mutual funds' does not fully cover the advances;
(e) Secured and unsecured advances to stockbrokers and guarantees issued on behalf of stockbrokers and market makers; NIL NIL NIL NIL NIL
(f) Loans sanctioned to corporates against the security of shares / bonds / debentures or other securities or on clean basis for meeting promoter's contribution to the equity of new companies in anticipation of
raising resources; NIL NIL NIL NIL NIL
(g) Bridge loans to companies against expected equity flows / issues; NIL NIL NIL NIL NIL
(h) Underwriting commitments taken up by the NBFCs in respect of primary issue of shares or convertible bonds or convertible debentures or units of equity oriented mutual funds NIL NIL NIL NIL NIL
(i) Financing to stockbrokers for margin trading NIL NIL NIL NIL NIL
(j) All exposures to Alternative Investment Funds: NIL
(i) Category I NIL NIL NIL NIL NIL
(ii) Category II NIL NIL NIL NIL NIL
(iii) Category III NIL NIL NIL NIL NIL
- - - - -
Note 1 : The above 53.7.1 & 53.7.2, information is provided as per MIS/reports generated available for internal reporting purpose which include certain estimates and assumptions. The same has been relied upon by the auditors.
Note 2: There is an investment in subsidiary at cost (unquoted) i.e. 249,999 equity shares of RS 10 in Foundation for Advancement of Micro Enterprises (FAME) total Rs. 2.50 millions. Please refer note 6 - "Investments".
53.8 Details of financing of parent company products
The Company doesn’t have parent Company, hence this clause is not applicable.
53.9 Details of Single Borrower Limit (SBL) / Group Borrower Limit (GBL) exceeded by the NBFC
The Company has not exceeded the Single Borrower Limit (SGL) / Group Borrower Limit (GBL) during September 30, 2025 , September 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023.
53.10 Unsecured advances
The Company has given Rs. 23,061.35 millions (September 30, 2024 Rs. 20,434.02 millions, March 31, 2025 Rs. 22,029.04 millions, March 31, 2024 Rs. 16,591.89 millions and March 31, 2023 Rs. 8,161.81 millions) of unsecured loans.
53.11 Miscellaneous
53.11.1 Registration obtained from other financial sector regulators
The Company does not hold any other registration other than NBFC registration from RBI and Corporate Agent from IRDAI.
Registration/ License Issuing Authority Registration / License number
Certificate of Registration Reserve Bank Of India (RBI) B-14.03323
Certificate of Registration-Corporate Agent Insurance Regulatory and Development Authority of India (IRDAI) CA0957 (Valid till 26-Jun-2027)
384Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
53.11.2 Disclosure of penalties imposed by RBI and other regulators –
No penalties were imposed by the regulator during the year / period ended September 30, 2025 , September 30, 2024, March 31, 2025 ,March 31, 2024 and March 31, 2023.
53.11.3 Related party transactions
Refer note 36 of Financial Statements for related party transaction disclosure.
The company have not entered into any transactions related to borrowings, deposits, placement of deposits, advance, purchase/sale of fixed/other assets and Investments during the period with directors, KMP and their relatives except (i) advance given to subsidiary (FAME) of Rs. 34.66 Millions , maximum outstanding
during the period of Rs. 34.66 Millions and outstanding as on September 30, 2025 of Rs. 22.41 Millions. (ii) loan given to KMP of Rs. NIL, maximum outstanding during the period of Rs. 3.32 Millions and outstanding as on September 30, 2025 of Rs. 1.57 Millions.
53.11.4 Ratings assigned by credit rating agencies and migration of ratings during the period/year
As at September 30, 2025 As at September 30, 2024 FY 2024-25 FY 2023-24 FY 2022-23
Rating purpose
Rating Rating Rating Rating Rating Rating Rating Rating Rating Rating
Assigned Outlook Assigned Outlook Assigned Outlook Assigned Outlook Assigned Outlook
Domestic Ratings
Aye Finance Limited (Formerly known as Aye Finance Private Limited) by India Ratings & Research^
NCD Rs. 19249.81 millions (September 30,2024 Rs.Rs. 19,084.50 millions, March 31, 2025 Rs.19,084.50
[IND] A Stable [IND] A Stable [IND] A Stable [IND] A- Positive [IND] A- Stable
millions , March 31, 2024 Rs. 10,137.90 millions and March 31, 2023 Rs. 12,488.30 millions.)*
Bank loans Rs. 13,000.00 millions (September 30,2024 Rs. 10,000 millions, March 31, 2025
[IND] A Stable [IND] A Stable [IND] A Stable [IND] A- Positive [IND] A- Stable
Rs.10,000.00 millions, March 31, 2024 Rs. 5,000.00 millions and March 31, 2023 Rs. 4,000.00 millions.)*
Commercial paper Rs. 500.00 millions (September 30,2024 Rs. 500.00 millions, March 31, 2025
[IND] A1 - [IND] A1 - [IND] A1 - [IND] A1 - [IND] A2+ Stable
Rs.500.00 millions, March 31, 2024 Rs. 500.00 millions and March 31, 2023 Rs. 500.00 millions.)*
Principal protected market-linked debenture (PP-MLD) (September 30,2024 Rs. 50.00 millions, March
31,2025 Rs.50.00 millions, March 31, 2024 Rs. 1,950.00 millions and March 31, 2023 Rs. 2,100.00 N.A. N.A. IND PP-MLD A Stable IND PP-MLD A Stable IND PP-MLD A - Positive IND PP-MLD A - Stable
millions.)*
Aye Finance Limited (Formerly known as Aye Finance Private Limited) by ICRA@
Long Term Bank Facility September 30,2025 Rs. 5,500.00 millions, March 31,2025 Rs. 5,500.00
[ICRA] A Stable N.A. N.A. [ICRA] A Stable N.A. N.A. N.A. N.A.
millions***
NCD for March 31,2023 Rs. 650.00 millions.** N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. [ICRA] BBB+ Positive
International Ratings
Aye Finance Limited (Formerly known as Aye Finance Private Limited) by CareEdge Global Ratings****
External Commercial Borrowing USD 30 Million CareEdge B+ Positive N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
External Commercial Borrowing USD 10 million (proposed) CareEdge B+ Positive N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
*Pursuant to the rating letter dated July 19,2024 by India Ratings and Research Limited has upgraded Aye Finance Limited’s (Formely known as Aye Finance Private Limited ) (Aye) Long-Term Issuer Rating to ‘IND A/Stable Outlook’ from ‘IND A-/ Positive Outlook’
** ICRA ratings withdrawn w.e.f. May 19, 2023.
*** ICRA Rating letter dated December 06, 2024.
****CareEdge rating letter dated May 30th 2025
^PursuanttotheratingletterdatedJuly08,2025byIndiaRatingsandResearchLimitedAffirmsAyeFinance’sExistingandRatesAdditionalNCDsofRs.4,550.00millionandBankLoansofRs.3,000.00millionat‘INDA’/Stable;WithdrawsRatingonPP-MLDsofRs.50.00millionandNon-convertibledebenturereducedto
Rs. 14,699.81 million from Rs. 19,084.5 million.
@ Pursuant to the rating letter dated November 12, 2025 by ICRA Aye Finance Limited (erstwhile Aye Finance (P) Ltd.): [ICRA]A (Stable) assigned to Rs. 4,000 million NCD programme; [ICRA]A (Stable); reaffirmed and assigned for enhanced amount for Long-term bank facilities from Rs. 5500.0 million and Rs. 6500.00
million.
385Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
53.12 Additional disclosures
53.12.1 Provisions and contingencies
Break up of 'provisions and contingencies' shown under the head expenditure in the As at As at As at As at As at
statement of profit and loss account September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Provisions for depreciation on investment (23.90) - 290.51 - 51.00
Provision towards NPA 289.71 72.37 516.80 623.80 (12.40)
Provision made towards income tax net of deferred tax 179.81 363.09 497.60 561.77 315.23
Other provision and contingencies (Gratuity and Leave encashment) 81.56 68.97 108.90 73.90 10.60
Other provision and contingencies (Impairment Provision on Staff Loans) 0.49 - 5.30 - -
Provision for Standard assets (37.93) 167.85 301.97 144.20 2.20
53.12.2 Draw down from reserves
The Company has not made any drawdown from the reserve during the year/period.
53.13 Concentration of deposits, advances, exposures and NPAs
The Company has not taken any deposits from any party.
53.13.1 Concentration of advances
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Total advances to twenty largest borrowers 5 4.37 2 3.60 3 3.30 2 1.30 1 8.30
Percentage of Advances to twenty largest borrowers to Total Advances of the NBFC 0.10% 0.05% 0.06% 0.05% 0.07%
53.13.2 Concentration of exposures
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Total exposure to twenty largest borrowers / customers 5 4.37 2 3.60 3 3.30 2 1.30 3 27.20
Percentage of exposures to twenty largest borrowers / customers to total
0.10% 0.05% 0.06% 0.05% 1.24%
exposure of the NBFC on borrowers / customers
53.13.3 Concentration of NPAs
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Total exposure to top four credit impaired accounts 3 .95 3 .31 3 .60 2 .80 1 .80
53.13.4 Sector-wise NPAs
Sector Percentage of NPAs to total advances in that sector
As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
(a) Agriculture and allied activities - - - -
(b) MSME 4.85% 3.32% 4.21% 3.19% 2.49%
(c) Corporate borrowers - - - -
(d) Services - - - -
(e) Unsecured personal loans - - - -
(f) Auto loans - - - -
(g) Other personal loans - - - -
53.13.5 Movement of NPAs
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
(a) Net NPAs to Net Advances (%) 1.78% 1.15% 1.40% 0.91% 1.28%
(b) Movement of NPAs (Gross)
(i) Opening balance 2,170.40 1,316.30 1,316.30 653.90 572.80
(ii) Additions during the year 1,682.94 1,059.92 2,005.70 1,194.40 612.93
(iii) Reductions during the year (1,129.16) (828.78) (1,151.60) (532.00) (531.83)
(iv) Closing balance 2,724.18 1,547.44 2,170.40 1,316.30 653.90
(c) Movement of Net NPAs
(i) Opening balance 704.00 366.70 366.70 328.10 234.20
(ii) Additions during the year 606.55 430.70 779.70 288.50 310.73
(iii) Reductions during the year (342.48) (271.93) (442.40) (249.90) (216.83)
(iv) Closing balance 968.07 525.47 704.00 366.70 328.10
Movement of provisions for NPAs (excluding provisions on standard
(d)
assets)
(i) Opening balance 1,466.40 949.60 949.60 325.80 338.60
(ii) Additions during the year 1,076.39 629.22 1,226.00 905.90 302.20
(iii) Reductions during the year (786.68) (556.85) (709.20) (282.10) (315.00)
(iv) Closing balance 1,756.11 1,021.97 1,466.40 949.60 325.80
53.14 Overseas assets
The Company does not own any assets outside the country.
53.15 Off – balance sheet SPVs sponsored
The Company does not have any off balance sheet SPV sponsored either domestic or overseas.
386Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
53.16 Disclosure of customer complaints
53.16.1 Summary information on complaints received by the NBFCs from customers and from the Offices of Ombudsman
As at As at As at As at As at
S. No. Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Complaints received by the NBFC from its customer
(a) No. of complaints pending at the beginning of the period / year 49 12 12 4 -
(b) No. of complaints received during the period / year 1,106 6 91 1 ,612 864 405
(c) No. of complaints redressed during the period / year 1,086 6 33 1 ,575 856 401
Of which, number if complaints rejected by the NBFC* - - - - -
(d) No. of complaints pending at the end of the period / year 69 70 49 12 4
Maintainable complaints received by the NBFC from office of
Ombudsman
Maintainable complaints received by the NBFC from office of
(e) 15 21 40 31 14
Ombudsman
Of (e) , No of complaints resolved in favour of the NBFC from office
15 21 39 31 13
of Ombudsman
Of (e) ,No of complaints resolved through
- - 1 - 1
Conciliation/Mediation/advisories issued by office of Ombudsman
Of (e) ,No of complaints resolved after passing of awards by office of
- - - -
Ombudsman against the NBFC
No. of awards unimplemented with in the Stipulated time ( other
(f) - - - -
than those appealed)
* Represents number of complaints submitted by internal ombudsman to RBI vide circular no. RBI/2021-2022/126 dated November 15, 2021
Note : The above information is provided as per MIS/reports generated available for internal reporting purpose which include certain estimates and assumptions. The same has been relied upon by the auditors.
53.16.2 Top five grounds of complaints received by the NBFCs from customers
Six months ended September 30, 2025
%Increase / decrease
Number of complaints Of 5,
Number of complaints in the number of Number of complaints
pending at number of complaints
SL No. Grounds of complaints received during the six complaints received pending at the end of
the beginning pending
months over the previous six the six months
of six months beyond 30 days
months
(a) Credit Bureau Rectification 8 3 48 76% 1 0 -
(b) Customer Interaction Issue 21 3 96 74% 3 1 -
(c) Customer Dispute or Money Misappropriation 4 1 12 58% 1 2 2
(d) Settlement Related 5 51 -12% 3 -
(e) Contact Number Update/Removal (non-Existing) 6 33 -8% 1 -
(f) Others 5 1 66 64% 1 2 -
4 9 1 ,106 60% 6 9 2
Six months ended September 30, 2024
%Increase / decrease
Number of complaints Of 5,
Number of complaints in the number of Number of complaints
pending at number of complaints
SL No. Grounds of complaints received during the six complaints received pending at the end of
the beginning pending
months over the previous six the six months
of six months beyond 30 days
months
(a) Credit Bureau Rectification 6 1 98 26% 14 -
(b) Customer Interaction Issue 3 2 27 116% 27 -
(c) Customer Dispute or Money Misappropriation 1 71 129% 3 -
(d) Settlement Related - 58 61% 6 -
(e) Contact Number Update/Removal (non-Existing) 1 36 227% 7 -
(f) Others 1 1 01 38% 1 3 -
1 2 6 91 67% 7 0 -
Year ended March 31, 2025
Number of complaints %Increase / decrease Of 5,
Number of complaints Number of complaints
pending at in the number of number of complaints
SL No. Grounds of complaints received during the pending at the end of
the beginning complaints received pending
year the year
of the year over the previous year beyond 30 days
(a) Credit Bureau Rectification 6 4 73 45% 8 -
(b) Customer Interaction Issue 3 5 42 131% 21 -
(c) Customer Dispute or Money Misappropriate 1 1 62 206% 4 -
(d) Settlement Related - 1 12 87% 5 -
(e) Contact Number Update/Removal 1 82 156% 6 -
(f) Others 1 2 41 54% 5 -
1 2 1 ,612 87% 4 9 -
387Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
Year ended March 31, 2024
Number of complaints %Increase / decrease Of 5,
Number of complaints Number of complaints
pending at in the number of number of complaints
SL No. Grounds of complaints received during the pending at the end of
the beginning complaints received pending
year the year
of the year over the previous year beyond 30 days
(a) Credit Bureau Rectification 2 3 27 57% 6 -
(b) Customer Interaction Issue 1 2 35 279% 3 -
(c) Customer Dispute or Money Misappropriation - 53 212% 1 -
(d) Settlement Related - 60 NA - -
(e) Contact Number Update/Removal (non-Existing) - 32 191% 1 -
(f) Others 1 1 57 67% 1 -
4 8 64 113% 1 2 -
Year ended March 31, 2023
Number of complaints %Increase / decrease Of 5,
Number of complaints Number of complaints
pending at in the number of number of complaints
SL No. Grounds of complaints received during the pending at the end of
the beginning complaints received pending
year the year
of the year over the previous year beyond 30 days
(a) Credit Bureau Rectification - 2 08 121% 2 -
(b) Customer Interaction Issue - 62 40% 1 -
(c) Refund issue ( Charges/extra EMI refund) - 17 467% - -
(d) Settlement Related - 13 217% - -
(e) Commission Asked - 11 1100% - -
(f) Others - 9 4 104% 1 -
- 4 05 96% 4 -
Note : The above information is provided as per MIS/reports generated available for internal reporting purpose which include certain estimates and assumptions. The same has been relied upon by the auditors.
53.17 Expenditure on corporate social responsibility
Refer note 31 of Financial Statements for disclosure pertaining to corporate social responsibility expenses.
53.18 Disclosure on frauds pursuant to RBI Master Direction
The frauds detected and reported for the year / period amounted to Rs. 1.33 millions (September 30, 2024 Rs. 1.33 millions ,March 31, 2025 Rs. 3.03 millions , March 31, 2024 Rs. 4.23 millions , March 31, 2023
Rs. 0.6 millions.)
53.19 Micro, Small and Medium Enterprises (MSME) sector - Restructuring of advances
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
No. of accounts restructured 81 1 93 1 11 343 1,436
Amount (Rs. in millions)* 2 .55 1 1.45 4 .80 26.10 103.60
* Balances are as at September 30, 2025, September 30, 2024, March 31, 2025, March 31, 2024 & March 31, 2023.
53.20 Details of the Code on Social Security, 2020 (‘CODE’) relating to employee benefits
TheCodeonSocialSecurity,2020(‘Code’)relatingtoemployeebenefitsduringemploymentandpost-employmentbenefitsreceivedPresidentialassentinSeptember,2020.TheCodehasbeenpublishedinthe
GazetteofIndia.However,thedateonwhichtheCodewillcomeintoeffecthasnotbeennotifiedandthefinalrules/interpretationhavenotyetbeenissued.TheCompanywillassesstheimpactoftheCode
when it comes into effect and will record any related impact in the period the Code becomes effective.
388Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
53.21
TheCompanyowns100%ofFoundationforAdvancementofMicroEnterprises(FAME),incorporatedunderSection8oftheCompaniesAct,2013, tocarryonsocialresponsibilityactivities.Thefinancial
statements of FAME are not considered for consolidation since the definition of control is not met as the Company's objective is not to obtain economic benefits from the activities of FAME.
53.22 Transactions with non-executive directors
As at As at As at As at As at
Name of non-executive director Transaction type
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Mr. Navin Kumar Maini Payment of sitting fees - - - 0.53 1.00
Ms. Kanika Tandon Bhal Payment of sitting fees 0 .42 0 .42 1 .14 0.65 0.30
Mr. Vinay Baijal Payment of sitting fees 0 .71 - 0 .76 0.46 0.80
Ms. Arpita Pal Agarwal Payment of sitting fees - - - 0.34 0.40
Mr. Sanjaya Gupta Payment of sitting fees 0 .61 0 .61 1 .41 0.72 -
Mr. Govinda Rajulu Chinta Payment of sitting fees 0 .56 0 .63 1 .66 0.80 -
Ms. Padmaja Nair Payment of sitting fees 0 .28 - 0 .50 -
2.58 1.66 5.47 3.50 2.50
53.23 Postponement of revenue recognition
There is no significant uncertainty which requires postponement of revenue recognition.
53.24 Details of dues to micro and small enterprises as defined under the MSMED Act, 2006
Payment against the supplies from the undertakings covered under the Micro, Small & Medium Enterprises Development Act, 2006 are generally made in accordance with the agreed credit terms.
Onthebasisofinformationandrecordavailablewiththemanagement,therearenooverdue balancesofsuchsuppliersandinterestdueonsuchaccountsasonSeptember30,2025,September30,2024,
March 31, 2025, March 31, 2024, March 31, 2023.
The Company has neither paid any interest nor such amount is payable to buyer covered under the MSMED Act, 2006.
53.25 Details of non-performing financial assets purchased/sold
TheCompanyhasnotsoldnonperformingfinancialassetduringsixmonthsSeptember30,2025,September30,2024,financialyear2023-24,andhassoldnonperformingfinancialassetduringfinancialyear
2024-25 and financial year 2022-2023 . Refer Note no. 53.27.1 (c ).
53.26 Value of imports calculated on CIF basis
The Company has not imported any goods therefore value of import on CIF basis is Nil. (As on September 30, 2024, March 31, 2025, March 31, 2024, March 31, 2023. – Nil).
53.27 DisclosurepursuanttoMasterDirection-ReserveBankofIndia(TransferofLoanExposures)Directions,2021issuedbytheReserveBankofIndia ("RBI")videtheirNotificationNo.RBI/DOR/2021-22/86
Master Direction DOR.STR.REC.51/21.04.048/2021-22 dated September 24, 2021 (the "Notification")
53.27.1 Details of non-performing assets (NPAs) transferred are given below:
Disclosure pursuant to RBI notification - RBI/DOR/2021-22/86 DOR.STR.REC.51/21.04.048/2021-22 dated September 24, 2021
(a) Details of transfer through assignment in respect of loans not in default during the year/ period ended.
Particulars As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Aggregate amount of loans transferred 1,211.90 412.20 2,086.70 2 ,467.80 2 ,069.80
Retention of beneficial economic interest (MRR) 10% 10% 10% 10% 10%
Weighted average maturity (residual maturity) 60.87 months 19.13 months 46.02 months 18.4 months 16.7 months
Weighted average holding period/year 11.67 months 9.21 months 13.27 months 7.64 months 7.1 months
Coverage of tangible security - - - - -
Rating-wise distribution of rated loans Unrated Unrated Unrated Unrated Unrated
(b) Details of loans acquired through assignment (not in default) during the year/ period ended.
Particulars As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Aggregate amount of loans acquired 676.84 - - - -
Retention of beneficial economic interest (MRR) 90% - - - -
Weighted average maturity (residual maturity) 91.32 months - - - -
Weighted average holding period/year 16.49 months - - - -
Coverage of tangible security - - - - -
Rating-wise distribution of rated loans Unrated - - - -
(c) Details of loans re-purchased in compliance with paragraph 48 of Master Direction - RBI (Transfer of loan exposures) Directions, 2021 during the period/year ended September 30, 2025, September 30, 2024,
March 31, 2025, March 31, 2024, March 31, 2023: Nil
(d)(i) Details of stressed loans transferred during the year/ period to Asset Reconstruction Companies:
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
NPA NPA NPA* NPA NPA*
No. of accounts - - 31,453 - 9,024
Aggregate principal outstanding of loans transferred (Rs. in millions) - - 2,593.70 - 837.60
Weighted average residual tenor of the loans transferred (in months) - - - - 11 months
Net book value of loans transferred (at the time of transfer) (Rs. in millions) - - - - 111.10
Aggregate consideration (Rs. in millions) - - 363.10 - -
Additional consideration realised in respect of accounts transferred in earlier year - - - - -
*Including written off loans amounting to Rs. 2593.7 millions in March, 2025 and Rs. 516.5 millions in March, 2023.
(d)(ii) Details of security receipt held and credit ratings
Particulars Rating Agency As at September 30, 2025
Arcil -Retail Loan portfolio-077-A-Trust India Ratings RR1
Arcil -Retail Loan portfolio-077-B-Trust Crisil Ratings RR1
Arcil -Trust-2025-013 India Ratings RR2
(e) The Company has not acquired any stressed loan during the year/ period ended September 30, 2025, September 30, 2024, March 31, 2025, March 31, 2024, March 31, 2023.
53.27.2 The Company has not acquired any special mention account or stressed loan or loan not in default.
389Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
53.27.3 Disclosures as required for liquidity risk
(a) Funding concentration based on significant counterparty (both deposits and borrowings)
As at As at
As at As at As at
Particulars September 30, September 30,
March 31, 2025 March 31, 2024 March 31, 2023
2025 2024
Number of significant counter parties 24 30 27.00 33 34
Amount 34,962.27 33,576.88 31,931.00 30,141.40 20,823.73
Percentage of funding concentration to total deposits N.A. N.A. N.A. N.A. N.A.
Percentage of funding concentration to total liabilities 64.88% 79.46% 68.23% 82.89% 87.81%
(b) Top 20 large deposits
As at As at
As at As at As at
Particulars September 30, September 30,
March 31, 2025 March 31, 2024 March 31, 2023
2025 2024
Total amount of top 20 deposits N.A. N.A. N.A. N.A. N.A.
Percentage of amount of top 20 deposits to total deposits N.A. N.A. N.A. N.A. N.A.
(c) Top 10 borrowings
As at As at
As at As at As at
Particulars September 30, September 30,
March 31, 2025 March 31, 2024 March 31, 2023
2025 2024
Total amount of top 10 borrowings 2 2,039.96 1 8,347.03 1 9,725.10 1 7,889.00 11,133.72
Percentage of amount of top 10 borrowings to total borrowings* 42.23% 45.14% 43.58% 49.19% 48.49%
* Total borrowing does not include EIR & Accrued Interest amount
(d) Funding concentration based on significant instrument/product
As at S eptember 30, 2025 As at S eptember 30, 2024 As at M arch 31, 2025 As at M arch 31, 2024 As at M arch 31, 2023
Name of the instrument/product % of % of % of % of % of
Amount Amount Amount Amount Amount
Total Liabilities Total Liabilities Total Liabilities Total Liabilities Total Liabilities
Non-convertible debentures (Secured) 1 5,067.72 27.96% 1 2,836.85 30.38% 1 4,077.48 30.08% 9 ,126.44 25.09% 7 ,719.20 3 2.55%
Non-convertible debentures (Unsecured)* - - 1 ,036.26 2.45% - - 1 ,096.99 3.02% 1 ,279.30 5 .39%
Term Loans 2 0,593.48 38.22% 1 4,418.17 34.12% 1 8,528.92 39.59% 1 3,070.55 35.94% 5 ,250.90 2 2.14%
Borrowing under securitization arrangement 1 0,205.77 18.94% 8 ,523.98 20.17% 9 ,251.27 19.77% 8 ,008.48 22.02% 5 ,620.40 2 3.70%
External commercial borrowings 6 ,276.40 11.65% 4 ,010.14 9.49% 3 ,291.11 7.03% 3 ,637.44 10.00% 2 ,661.80 1 1.22%
Working capital/Line of credit/Overdraft
- - - - - - - - 4 30.00 1 .81%
facility**
* It is less than 1% hence it is not disclosed in September 30, 2025 and March 31, 2025.
** It is less than 1% hence it is not disclosed in September 30, 2025, September 30, 2024, March 31, 2025 and March 31, 2024.
390Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
(e) Stock ratios
As at As at
As at As at As at
Particulars September 30, September 30,
March 31, 2025 March 31, 2024 March 31, 2023
2025 2024
Commercial papers as a % of total public funds - - - - -
Commercial papers as a % of total liabilities - - - - -
Commercial papers as a % of total assets - - - - -
Non-convertible debentures(original maturity of less than 1 year) as a % of total public funds - - - - -
Non-convertible debentures (original maturity of less than 1 year) as a % of total liabilities - - - - -
Non-convertible debentures (original maturity of less than 1 year) as a % of total assets - - - - -
Other short-term liabilities as a % of total public funds 44.51% 54.04% 51.45% 62.24% 65.22%
Other short-term liabilities as a % of total liabilities 43.11% 52.21% 49.76% 59.88% 63.14%
Other short-term liabilities as a % of total assets 32.64% 37.92% 36.74% 44.69% 47.69%
Note 1 : Significant counterparty is as defined in RBI Circular RBI/1019-20/88 DOR. NBFC (PD) CC. No. 102/03. 10.001/2019-20 dated November 4, 2019 on liquidity risk management framework for NBFC and Core Investment Companies.
Note 2 : Significant instrument/product is as defined in RBI Circular RBI/1019-20/88 DOR. NBFC (PD) CC. No. 102/03. 10.001/2019-20 dated November 4, 2019 on liquidity risk management framework for NBFC and Core Investment Companies.
Note 3 : Public funds are as defined in Master Direction - Non Banking Financial Company - Scale based circular DOR.CRE.REC.No.60/03.10.001/2021-22 dated October 22, 2021.
391Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
53.27.4 LCR Disclosure
SL No. Particulars Total Unweighted V alue (average) Total Weighted V alue (average)
High Quality Liquid Assets
1 **Total High Quality Liquid Assets (HQLA) 3 ,470.91 3 ,470.91
Cash Outflows
2 Deposits (for deposit taking companies) - -
3 Unsecured wholesale funding 8 2.13 9 4.45
4 Secured wholesale funding 2 ,138.01 2 ,458.71
5 Additional requirements, of which
(i)Outflows related to derivative exposures and other collateral requirements - -
(ii)Outflows related to loss of funding on debt products - -
(iii)Credit and liquidity facilities - -
6 Other contractual funding obligations 7 53.24 866.23
7 Other contingent funding obligations - -
8 TOTAL CASH OUTFLOWS 2 ,973.38 3 ,419.39
Cash Inflows
9 Secured lending - -
10 Inflows from fully performing exposures 1 ,889.03 1 ,416.77
11 Other cash inflows 2 ,853.81 2 ,140.36
12 TOTAL CASH INFLOWS 4 ,742.84 3 ,557.13
Total Adjusted Value
13 TOTAL HQLA 3 ,470.91
14 TOTAL NET CASH OUTFLOWS 854.85
15 LIQUIDITY COVERAGE RATIO (%) 406.03%
392Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
53.28 Transfer of financial assets
53.28.1 Transferred financial assets that are not derecognised in their entirety
Thefollowingtablesprovideasummaryoffinancialassetsthathavebeentransferredinsuchawaythatpartorallofthetransferredfinancialassetsdonotqualifyfor derecognition,togetherwiththe
associated liabilities.
TheCompanyhastransferredcertainpoolsoffixedrateloanreceivablesbackedbyunderlyingassetsbyenteringintosecuritisationtransactionswiththeSpecialPurposeVehicleTrusts(SPVTrust)
sponsored by financial institution for consideration received in cash at the inception of the transaction.
TheCompany,beingOriginatoroftheseloanreceivables,alsoactsasServicerwitharesponsibilityofcollectionofreceivablesfromitsborrowersanddepositingthesameinCollectionandPay-out
AccountmaintainedbytheSPVTrustformakingscheduledpay-outstotheinvestorsinPassThroughCertificates(PTCs)issuedbytheSPVTrust.Thesesecuritisationtransactionsalsorequiresthe
Companytoprovideforfirstlosscreditenhancementinvariousforms,suchascorporateguarantee, cashcollateraletc.ascreditsupportintheeventofshortfallincollectionsfromunderlyingloan
contracts.Byvirtueofexistenceofcreditenhancement,theCompanyisexposedtocreditrisk,beingtheexpectedlossesthatwillbeincurredonthetransferredloanreceivablestotheextentofthe
creditenhancementprovided.Inviewof theabove,theCompanyhasretainedsubstantiallyalltherisksandrewardsofownershipofthefinancialassetandtherebydoesnotmeetthederecognition
criteria as set out in Ind-AS 109. Consideration received in this transaction is presented as ‘Borrowing under Securitisation’ under Note 14.
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Carrying amount of transferred assets measured at amortised cost* 1 2,297.19 9,668.85 10,587.30 8,913.00 5,968.10
Carrying amount of associated liabilities (Debt securities -measured
1 0,205.77 8,523.98 9,251.27 8,008.50 5,620.30
at amortised cost)
*Consist of unbilled & overdue principal.
53.28.2 Transferred financial assets that are derecognised
Duringtheyear,thecompanyhasassigned(earliermeasuredatamortisedcost)bywayofdirectassignmentaspertheagreedtermsofthedeals.Sincesubstantialriskandrewardsrelatedtothese
assetsweretransferredtothebuyer,theassethavebeende-recognisedfromthebooksofaccounts.Thetablebelowsummarisesthecarryingamountofthederecognisedfinancialassetsmeasuredat
amortised cost and the gain/(loss) on derecognition during the year.
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Carrying amount of transferred assets measured at amortised cost 3,085.65 1,400.00 2406.70 2,141.44 1,220.70
Carrying amount of exposures retained by the company at amortised
308.57 140.00 2 40.67 214.14 122.07
cost
Gain on sale of the derecognised financial assets 293.24 17.01 3 75.93 189.48 125.10
Sincethecompanytransferredtheabovefinancialassetinatransferthatqualifiedforderecognitioninitsentirely,thereforethewholeoftheinterestspread(overtheexpectedlifeoftheasset)is
recognized on the day of derecognition itself as interest strip receivable and correspondingly recognised as gain on derecognition of financial asset
53.29.1 DetailofresolutionplanimplementedundertheresolutionframeworkforCovid-19relatedstressasperRBIcirculardatedAugust06,2020(resolutionframework-1.0)andMay05,2021
(resolution framework - 2.0) as at September 30, 2025 as given below: -
Exposure to accounts
Of (A) amount paid Exposure to accounts
classified as Standard Of (A), aggregate debt
by the borrowers classified as Standard
consequent to that slipped in to NPA Of (A) amount written off
during the six consequent to
Type of Borrowers implementation of during the six months during the six months ended
months ended implementation of
resolution plan- ended September 30, September 30, 2025
September 30, resolution plan - Position as
Position as at March 2025
2025** at September 30, 2025 *
31, 2025 (A) *
Personal Loans # 1.15 0.04 0.02 0.55 0.54
Corporate Persons - - - - -
MSMEs - - - - -
Others - - - - -
1 .15 0 .04 0 .02 0 .55 0 .54
393Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
53.29.2 DetailofresolutionplanimplementedundertheresolutionframeworkforCovid-19relatedstressasperRBIcirculardatedAugust06,2020(resolutionframework-1.0)andMay05,2021
(resolution framework - 2.0) as at September 30, 2024 as given below: -
Exposure to accounts
Of (A) amount paid Exposure to accounts
classified as Standard Of (A), aggregate debt
by the borrowers classified as Standard
consequent to that slipped in to NPA Of (A) amount written off
during the six consequent to
Type of Borrowers implementation of during the six months during the six months ended
months ended implementation of
resolution plan- ended September 30, September 30, 2024
September 30, resolution plan - Position as
Position as at March 2024
2024** at September 30, 2024*
31, 2024 (A) *
Personal Loans # 13.80 1.34 0.28 7.50 4.68
Corporate Persons - - - - -
MSMEs - - - - -
Others - - - - -
1 3.80 1 .34 0 .28 7 .50 4 .68
53.29.3 DetailofresolutionplanimplementedundertheresolutionframeworkforCovid-19relatedstressasperRBIcirculardatedAugust06,2020(resolutionframework-1.0)andMay05,2021
(resolution framework - 2.0) as at March 31, 2025 as given below: -
Exposure to accounts
Exposure to accounts
classified as Standard Of (A) amount paid
Of (A), aggregate debt classified as Standard
consequent to Of (A) amount written off by the borrowers
that slipped in to NPA consequent to
Type of Borrowers implementation of during the period ended during the period
during the period implementation of
resolution plan- March 31, 2025 ended March 31,
ended March 31, 2025 resolution plan - Position as
Position as at March 2025**
at March 31, 2025 *
31, 2024 (A) *
Personal Loans # 13.80 0.84 7.08 4.73 1.15
Corporate Persons - - - - -
MSMEs - - - - -
Others - - - - -
1 3.80 0 .84 7 .08 4 .73 1 .15
53.29.4 DetailofresolutionplanimplementedundertheresolutionframeworkforCovid-19relatedstressasperRBIcirculardatedAugust06,2020(resolutionframework-1.0)andMay05,2021
(resolution framework - 2.0) as at March 31, 2024 as given below: -
Exposure to accounts
Exposure to accounts
classified as Standard Of (A) amount paid
Of (A), aggregate debt classified as Standard
consequent to Of (A) amount written off by the borrowers
that slipped in to NPA consequent to
Type of Borrowers implementation of during the period ended during the period
during the period implementation of
resolution plan- March 31, 2024 ended March 31,
ended March 31, 2024 resolution plan - Position as
Position as at March 2024**
at March 31, 2024 *
31, 2023 (A) *
Personal Loans # 96.30 12.90 22.80 46.80 13.80
Corporate Persons - - - - -
MSMEs - - - - -
Others - - - - -
9 6.30 1 2.90 2 2.80 4 6.80 1 3.80
53.29.5 DetailofresolutionplanimplementedundertheresolutionframeworkforCovid-19relatedstressasperRBIcirculardatedAugust06,2020(resolutionframework-1.0)andMay05,2021
(resolution framework - 2.0) as at March 31, 2023 as given below: -
Exposure to accounts
Exposure to accounts
classified as Standard Of (A) amount paid
Of (A), aggregate debt classified as Standard
consequent to Of (A) amount written off by the borrowers
that slipped in to NPA consequent to
Type of Borrowers implementation of during the period ended during the period
during the period implementation of
resolution plan- March 31, 2023 ended March 31,
ended March 31, 2023 resolution plan - Position as
Position as at March 2023**
at March 31, 2023 *
31, 2022 (A) *
Personal Loans # 182.00 16.50 38.10 127.40 96.30
Corporate Persons - - - - -
MSMEs - - - - -
Others - - - - -
1 82.00 1 6.50 3 8.10 1 27.40 9 6.30
* Consist of unbilled and overdue principal
** Includes portfolio sold to ARC
# Includes restructuring implemented pursuant to OTR 2.0 for personal loans, individual business loans and small business loans.
394Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
53.30 Changes in liabilities arising from financing activities *
Particulars April 01, 2025 Cash flows Exchange difference and Other adjustment September 30, 2025
Debt securities 1 4,181.29 9 28.04 - 1 5,109.33
Borrowings (other than debt securities) 2 1,830.69 4 ,731.66 307.53 2 6,869.88
Borrowings under securitisation 9 ,251.27 954.50 - 1 0,205.77
4 5,263.25 6 ,614.20 3 07.53 5 2,184.98
Particulars April 01, 2024 Cash flows Exchange difference and Other adjustment September 30, 2024
Debt securities 10,223.43 3 ,649.68 - 1 3,873.11
Borrowings (other than debt securities) 16,757.99 1 ,613.29 6 2.64 1 8,433.92
Borrowings under securitisation 8,008.48 515.50 - 8 ,523.98
3 4,989.90 5 ,778.47 6 2.64 4 0,831.01
Particulars April 01, 2024 Cash flows Exchange difference and Other adjustment March 31, 2025
Debt securities 10,223.43 3 ,957.86 - 1 4,181.29
Borrowings (other than debt securities) 16,757.99 5 ,036.49 3 6.21 2 1,830.69
Borrowings under securitisation 8,008.48 1 ,242.80 - 9 ,251.27
3 4,989.90 1 0,237.14 3 6.21 4 5,263.25
Particulars April 01, 2023 Cash flows Exchange difference and Other adjustment March 31, 2024
Debt securities 8,998.50 1 ,224.93 1 0,223.43
Borrowings (other than debt securities) 8,342.71 8 ,415.29 (0.01) 1 6,757.99
Borrowings under securitisation 5,620.40 2 ,388.08 8 ,008.48
2 2,961.61 1 2,028.30 ( 0.01) 3 4,989.90
Particulars April 01, 2022 Cash flows Exchange difference Other March 31, 2023
Debt securities 9 ,222.30 ( 223.80) - - 8 ,998.50
Borrowings (other than debt securities) 4 ,896.20 2 ,797.00 ( 69.60) 7 19.11 8 ,342.71
Borrowings under securitisation 1 ,088.90 4 ,531.50 - - 5 ,620.40
1 5,207.40 7 ,104.70 ( 69.60) 7 19.11 2 2,961.61
* Amounts are inclusive of accrued interest.
395Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
53.31 PursuanttoRegulation54oftheSEBI(ListingObligations&DisclosureRequirement)Regulations,2015wewouldliketostatethatalllistedsecurednon-convertibledebenturesoftheCompanyare
secured by way of first exclusive charge on hypothecated book debts of the Company up to the extent minimum of 100% of the amount outstanding.
53.32 Intra Group Exposure
The company does not have any Intragroup Exposures for the year/ period ended September 30, 2025, September 30, 2024, March 31,2025 , March 31, 2024 and March 31, 2023.
53.33 Unhedged Foreign currency Exposure
The Company does not have any year / period end unhedged foreign currency exposures.
53.34 Loans to directors, senior officers and relatives of directors
TheCompanyhasnotprovidedanyloanstodirectors,seniorofficersandrelativesofdirectorsduringtheyear/periodendedSeptember30,2025,September30,2024,March31,2025,March31,2024
and March 31, 2023 except loans to senior officers(KMP) of Rs. 3.60 Millions during the year ended March 31, 2025.
53.35 Details of penalties imposed by RBI and other regulators
No penalty was levied during the year/ period ended September 30, 2025, September 30, 2024, March 31,2025 , March 31, 2024 and March 31, 2023.
53.36 Breach of covenant
Instances of breach of covenant of loan availed or debt securities issued:
As at As at As at As at As at
Breach of covenant
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Number of instances* 23 - 20 - -
Amount involved 12,344.12 - 9,659.70 - -
* As at March 31, 2025 Out of 20 instances waiver has been secured in 5 instances from requisite lenders.
As at September 30, 2025 Out of 23 instances waiver has been secured in 9 instances from requisite lenders
53.37 Divergence in Asset Classification and Provisioning
RBIvideitscircularRBI/2022-23/26DOR.ACC.REC.No.20/21.04.018/2022-23datedApril19,2022hasdirectedNBFCsshallmakesuitabledisclosures,ifeitherorbothofthefollowingconditionsare
satisfied:
(a)theadditionalprovisioningrequirementsassessedbyRBI(orNationalHousingBank(NHB)inthecaseofHousingFinanceCompanies)exceeds5percentofthereportedprofitsbeforetaxand
impairment loss on financial instruments for the reference period, or
(b) the additional Gross NPAs identified by RBI/NBH exceeds 5 percent of the reported Gross NPAs for the reference period.
No inspection conducted by the RBI during the year/ period ended September 30, 2025, September 30, 2024, March 31, 2025 and March 31, 2024.
TherehasbeennomaterialdivergenceobservedbytheRBIaspersupervisoryassessmentdonebytheRBIduringfinancialyear2022-23forwhichreportwasissueddatedMarch31,2023inrespectof
the NBFC's asset classification and provisioning under the extant prudential norms on income recognition asset classification and provisioning (IRACP) which require such disclosures.
53.38 Disclosure on Modified Opinion
The auditor have expressed an unmodified opinion for the year/ period ended September 30, 2025, September 30, 2024, March 31, 2025, March 31, 2024, March 31, 2023.
396Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
53.39 Sectoral exposure
As at September 30, 2025 As at September 30, 2024 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
% of Gross % of Gross % of Gross % of Gross % of Gross
Sector Total Total Total Total Total
Gross NPAs NPA to Total Gross NPAs NPA to Total Gross NPAs NPA to Total Gross NPAs NPA to Total Gross NPAs NPA to Total
Exposure Exposure Exposure Exposure Exposure
Exposure Exposure Exposure Exposure Exposure
Agriculture and allied
- -
activities - - - - - - - - - - - - -
Industry - - - - - - - - - - - - - - -
Services - - - - - - - - - - - - - - -
Personal loans - - - - - - - - - - - - - - -
Others - MSME 5 6,151.92 2 ,724.18 4.85% 4 6,666.65 1 ,547.44 3.32% 5 1,573.32 2 ,170.40 4.21% 4 1,296.60 1 ,316.30 3.19% 26,215.60 653.90 2.49%
Note : The above information is provided as per MIS/reports generated available for internal reporting purpose which include certain estimates and assumptions. The same has been relied upon by the auditors.
53.40 Net Profit or Loss for the period, prior period items and changes in accounting policies: There are no any prior period items and changes in accounting policies.
54 Subsequent Event
PursuanttoexerciseofESOPOptionsbycertainemployeesoftheCompanyunderESOPPlans2016,2020&2024,theNomination&RemunerationCommitteethroughresolutionbycirculationdatedNovember26,2025hadapprovedtheTransferof5,16,081
Equity Shares from Aye Finance Employees Welfare Trust and also allotted 3,937 Fresh Equity Shares having face value of INR 2 each to Employees upon Exercise of Vested Options.
397Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure V-Restated Notes to the Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
55 Other statutory information
(a) The Company do not have any investment property.
(b) The Company do not have any benami property, where any proceeding has been initiated or pending against the group for holding any benami property.
(c) Since, the Company does not have any immovable property, clause related to title deeds of property not held in the company’s own name is not applicable.
(d) TheCompanydoesnothaveanypendingcreationofchargeorsatisfactionofchargewhichareyettobefiledorregisteredwithRegistrarofCompaniesexceptfor31caseswheresatisfactionofcharges
could not be filed due to non receipt of NOC from respective bank/financial institution. The Company is in process of obtaining such NOCs.
(e) The Company is a NBFC - Middle Layer as classified under Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulations) Directions, 2023.
(f) The quarterly statement of current assets submitted to banks/ financial institutions which are provided as security against the borrowings are in agreement with the books of account.
(g) The Company has not entered any transactions with companies that were struck off under Section 248 of the Companies Act, 2013 or Section 560 of the Companies Act, 1956.
(h) The Company has not traded or invested in crypto currency or virtual Currency during the financial period/year.
(i) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (intermediaries) with the understanding that the intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (ultimate beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
TheCompanyhasnotreceivedanyfundfromanyperson(s)orentity(ies),includingforeignentities(fundingparty)withtheunderstanding(whetherrecordedinwritingorotherwise)thattheCompany
shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries
(j) TheCompanydonothaveanysuchtransactionwhichisnotrecordedinthebooksofaccountsthathasbeensurrenderedordisclosedasincomeduringtheyearinthetaxassessmentsunderthe
Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
(k) Duringtheyear,noschemeofarrangementsinrelationtotheCompanyhasbeenapprovedbythecompetentauthorityintermsofSections230to237oftheCompaniesAct,2013.Accordingly,
aforesaid disclosure are not applicable to the Company.
(l) TheCompanyhasnotgrantedanyloansoradvancesinthenatureofloanstopromoters,directors,KMPsandtherelatedparties(asdefinedundertheCompaniesAct,2013),eitherseverallyorJointly
with any other person that are:
(a) Repayable on demand; or
(b) without specifying any terms or period of repayment.
(m) The Company is not declared wilful defaulter by any bank or financial institution or other lenders.
(n) The Company has not invested with number of layers of Companies as prescribed under clause (87) of Section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017
398Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
Corporate Identity Number (CIN): U65921DL1993PLC283660
Annexure VI- Statement of Restatement Adjustments to Audited Financial Statements
(All amounts in Indian Rupees millions, unless otherwise stated)
56 SummarizedbelowaretherestatementadjustmentsmadetotheAuditedFinancialStatementsfortheperiodsendedSeptember30,2025,September30,2024andfortheyearendedMarch31,2025,March31,
2024 and March 31, 2023 and their impact on equity and the profit/loss.
Statement of Adjustments to Audited Financial Statements
Reconciliation between audited equity and restated equity
As at As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023 April 01, 2022
Total Equity as per Audited Financial Statements 17,273.72 1 5,966.33 16,583.47 12,361.06 7,685.04 7,060.14
Material restatement adjustments:
Adjustments due to prior period items/other adjustment
Tax Expense * - ( 34.59) 5 .21 ( 34.59) (140.11) ( 0.88)
Total Impact of adjustments - ( 34.59) 5 .21 ( 34.59) (140.11) ( 0.88)
Total Equity as per Restated Financial Information 1 7,273.72 1 5,931.74 1 6,588.68 12,326.47 7,544.93 7,059.26
Reconciliation between audited profit /(loss) after tax and restated profit/ (loss) after tax
Six months ended Six months ended Year ended Year ended Year ended
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Profit/(Loss) after tax as per Audited Financial Statements 651.18 1,078.00 1,712.72 1,611.27 537.96
Material restatement adjustments:
Adjustments due to prior period items/other adjustment
Tax Expense * (5.21) - 39.80 105.52 (139.23)
Total Impact of adjustments (5.21) - 39.80 105.52 (139.23)
Restated Profit/(Loss) after tax as per Restated Financial
Information 645.97 1 ,078.00 1,752.52 1,716.79 398.73
Note to Reconciliation between audited equity & profit /(loss) after tax and restated equity & profit/ (loss) after tax
*Tax Expense
Thecompanyhadidentifiedshort/excessprovisionforincometaxinaccountingofearlieryeartaxadjustmentsandhadaccountedaspriorperioditemsintheyearinwhichtheshort/excessofprovisionwas
identified. Further, the necessary adjustments related to the computation and effect of assessment orders have also been made in the relevant financial year / period.
As per our report of even date attached
For S S Kothari Mehta & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants Aye Finance Limited ( Formerly known as Aye Finance Private Limited )
FRN: 000756N / N500441
per Vijay Kumar Sanjay Sharma Krishan Gopal Vipul Sharma Govinda Rajulu Chintala
Partner Managing Director Chief Financial Officer Company Secretary Chairperson and Independent Director
Membership No: 092671 DIN: 03337545 M. No: A27737 DIN: 03622371
New Delhi Gurugram Gurugram Nagpur Nairobi
November 30, 2025 November 30, 2025 November 30, 2025 November 30, 2025 November 30, 2025
399OTHER FINANCIAL INFORMATION
The audited financial statements of our Company as at and for the six months ended September 30, 2025 and
September 30, 2024 and the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023, as
applicable, together with all the reports, annexures, schedules and notes thereto (collectively, “Audited Financial
Statements”) are available at https://www.ayefin.com/financial-statements/. Our Company is providing a link to
this website solely to comply with the requirements specified in the SEBI ICDR Regulations. The Audited
Standalone Financial Statements do not constitute, (i) a part of this Prospectus; or (ii) a prospectus, a statement in
lieu of a prospectus, an offering circular, an offering memorandum, an advertisement, an offer or a solicitation of
any offer or an offer document to purchase or sell any securities under the Companies Act 2013, the SEBI ICDR
Regulations, or any other applicable laws in India or elsewhere in the world. The Audited Financial Statements
and the reports thereon should not be considered as part of information that any investor should consider
subscribing to or purchase any securities of our Company, its Subsidiary or any entity in which it or its
shareholders have significant influence and should not be relied upon or used as a basis for any investment
decision. Due caution is advised when accessing and placing reliance on any historic or other information available
in the public domain. None of the Company, its Subsidiary or any entity in which it or its shareholders have
significant influence or any of its advisors, nor any of the BRLMs nor any of the Selling Shareholders, nor any of
their respective employees, directors, affiliates, agents or representatives accept any liability whatsoever for any
loss, direct or indirect, arising from any information presented or contained in the Audited Financial Statements,
or the opinions expressed therein.
The details of accounting ratios derived from Restated Financial Statements required to be disclosed under the
SEBI ICDR Regulations are set forth below.
(in ₹, except otherwise mentioned)
As of / For the six months ended
As of / For the Year Ended March 31,
Particulars September 30,
2025 2024 2025 2024 2023
Earnings per share (basic)(1) ^ 1 0.62 2.57
3.37 6.09 9.51
Earnings per share (diluted) (2) ^ 3.32 5.97 9.34 10.50 2.54
Return on Net Worth (RoNW)(%) 7.63 15.26 12.12 17.28 5.46
(3)
Net Asset Value per equity share(4) 88.66 88.23 88.38 75.41 48.05
EBITDA (₹ million) (5) 3,527.85 3,831.29 7,151.76 5,689.31 2,808.03
*Annualised.
^Pursuant to a resolution passed by our Board on October 16, 2024, and a resolution passed by our Shareholders on October 17, 2024, the
face value of equity shares of our Company was sub-divided from face value of ₹10 each to face value of ₹ 2 each. Sub-division of equity
shares is retrospectively considered for the computation of basic EPS, diluted EPS and for previous year/period ended September 30, 2024,
March 31, 2024 and March 31, 2023, as presented.
Notes:
The ratios have been computed as below:
(1) Basic earnings per share (₹) = Net profit after tax, as restated/ Weighted average number of equity shares outstanding during the period/
year.
(2) Diluted earnings per share (₹) = Net profit after tax, as restated/ Weighted average number of potential equity shares outstanding during
the period/ year.
(3) Return on Net Worth (%) = Net profit/(loss) after tax for the years attributable to the owners of the Company divided by Average Net
Worth of the Company for the respective year / period.
(4) Net asset value per share (₹) = Net worth, as restated/ weighted average diluted number of Equity Shares outstanding as at period end.
(5) Earnings per shares (EPS) calculation is in accordance with the notified Indian Accounting Standard (Ind AS) 33 ‘Earnings per share’
prescribed by the Companies (Indian Accounting Standards).
(6) The amounts disclosed above are based on the Restated Financial Statements. Other Comprehensive Income & Tax on Other
Comprehensive Income is Ignored here, therefore, EBITDA= profit for the year/ period as per the Restated Financial Statement of profit
& loss + income tax expense+ depreciation+ finance cost.
For the definitions of Non-GAAP measures, see “Definitions and Abbreviations” on page 1.
Reconciliation of non-GAAP measures
Reconciliation for the following non-GAAP financial measures included in this section, is set out below:
(in ₹ million)
As of / For the six months As at and for the Fiscal ended
Particulars
ended September 30 March 31,
2025 2024 2025 2024 2023
Restated Profit/(loss) after tax (A) 645.97 1,078.00 1,752.52 1,716.79 398.73
CCPS Cost (B) - - - - -
400As of / For the six months As at and for the Fiscal ended
Particulars
ended September 30 March 31,
2025 2024 2025 2024 2023
Adjusted profit/(loss) after tax 645.97 1,078.00 1,752.52 1,716.79 398.73
(C=A+B)
Reconciliation of Net Interest Income
(in ₹ million)
As of / For the six months As at and for the Fiscal ended
Particulars
ended September 30 March 31,
2025 2024 2025 2024 2023
Interest Income (A) 7,338.30 6,402.39 13,259.64 9,486.86 5,664.85
Finance Cost (B) 2,588.64 2,292.57 4,680.03 3,265.31 1,979.60
Net Interest Income (A-B) 4,749.66 4,109.82 8,579.62 6,221.55 3,685.25
Reconciliation of Average Total Assets
(in ₹ million)
As of / For the six months As at and for the Fiscal ended
Particulars ended September 30 March 31,
2025 2024 2025 2024 2023
Opening Total Assets(A) 63,386.28 48,695.93 48,695.93 31,259.99 23,161.64
Closing Total Assets (B) 71,160.09 58,190.46 63,386.28 48,695.93 31,259.99
Average Total Assets (C=(A+B)/2) 67,273.19 53,443.19 56,041.10 39,977.96 27,210.82
Reconciliation of Average Total Gross Loans
(in ₹ million)
As of / For the six months As at and for the Fiscal ended
Particulars ended September 30 March 31,
2025 2024 2025 2024 2023
Opening Total Gross Loans (A) 51,573.32 41,296.60 41,296.60 26,056.88 17,396.40
Closing Total Gross Loans (B) 56,151.92 46,666.65 51,573.32 41,296.60 26,056.88
Average Total Gross Loans (C =(A+B)/2) 53,862.62 43,981.63 46,434.96 33,676.74 21,726.64
Reconciliation of Net Worth
(in ₹ million)
As of / For the six months As at and for the Fiscal ended
Particulars ended September 30 March 31,
2025 2024 2025 2024 2023
Equity Share Capital (A) 377.88 377.88 377.88 399.31 304.53
Other Equity (B) 16,895.84 15,553.86 16,210.80 11,927.16 7,240.40
Net Worth (C=A+B) 17,273.72 15,931.74 16,588.68 12,326.47 7,544.93
Reconciliation of average Net Worth
(in ₹ million)
As of / For the six months As at and for the Fiscal ended
Particulars ended September 30 March 31,
2025 2024 2025 2024 2023
Opening net worth (A) 16,588.68 12,326.47 12,326.47 7,544.93 7,059.26
Closing net worth (B) 17,273.72 15,931.74 16,588.68 12,326.47 7,544.93
Average Net Worth (C = (A+B)/2) 16,931.20 14,129.10 14,457.58 9,935.70 7,302.09
Reconciliation of Total Gross Loans / Net Worth
(in ₹ million)
As of / For the six months As at and for the Fiscal ended
Particulars ended September 30 March 31,
2025 2024 2025 2024 2023
Total Gross Loans (A) 56,151.92 46,666.65 51,573.32 41,296.60 26,056.88
Net Worth (B) 17,273.72 15,931.74 16,588.68 12,326.47 7,544.93
Total Gross Loans / Adjusted Net 3.25 2.93 3.11 3.35 3.45
Worth (C = A/B)
401Reconciliation of Average Total Gross Loans/Average Net Worth
(in ₹ million)
As of / For the six months As at and for the Fiscal ended
Partic ulars ended September 30 March 31,
2025 2024 2025 2024 2023
Average Total Gross Loans (A) 53,862.62 43,981.63 46,434.96 33,676.74 21,726.64
Average Net Worth (B) 16,931.20 14,129.10 14,457.58 9,935.70 7,302.09
Average Total Gross Loans / 3.18 3.11 3.21 3.39 2.97
Average Net Worth (%) (C =
A/B)
Reconciliation of Total Borrowings
(in ₹ million)
As of / For the six months As at and for the Fiscal ended
ended September 30 March 31,
2025 2024 2025 2024 2023
Debt securities (A) 15,109.33 13,873.11 14,181.29 10,223.43 8,998.50
Borrowings (other than debt 37,075.65 26,957.90 31,081.96 24,766.47 13,963.11
securities) (B)
Total Borrowings (C=A+B) 52,184.98 40,831.01 45,263.25 34,989.90 22,961.61
Reconciliation of Return on Assets (ROA)
(in ₹ million)
As of / For the six months As at and for the Fiscal ended
ended September 30 March 31,
2025 2024 2025 2024 2023
Restated Profit/(loss) after tax (A) 645.97 1,078.00 1,752.52 1,716.79 398.73
Average Total Assets (B) 67,273.19 53,443.19 56,041.10 39,977.96 27,210.82
Return on Assets(%) (C = 1.92 4.03 3.13 4.29 1.47
A/B*100)
*Annualized
Reconciliation of Average Equity
(in ₹ million)
As of / For the six months As at and for the Fiscal ended
ended September 30 March 31,
2025 2024 2025 2024 2023
Opening Equity:
Equity share capital (A) 377.88 399.31 39 30 30
9.31 4.53 4.53
Other equity (B) 16,210.80 11,927.16 11,92 7,24 6,75
7.16 0.40 4.73
Total equity (C= A+B) 16,588.68 12,326.47 12,326.47 7,544.93 7,059.26
Closing Equity:
Equity share capital (D) 377.88 377.88 377.88 399.31 304.53
Other equity (E) 16,895.84 15,553.86 16,210.80 11,927.16 7,240.40
Total equity (F= D+E) 17,273.72 15,931.74 16,588.68 12,326.47 7,544.93
Average Equity for the year
16,931.20 14,129.10 14,457.58 9,935.70 7302.09
ended (G=(C+F)/2)
Reconciliation of Return on Equity (ROE)
(in ₹ million)
As of / For the six months As at and for the Fiscal ended
ended September 30 March 31,
2025 2024 2025 2024 2023
Restated Profit/(loss) after tax (A) 645.97 1,078.00 1,752.52 1,716.79 398.73
Average Net Worth (B) 16,931.20 14,129.10 14,457.58 9,935.70 7,299.49
Return on Equity (%) (C = 7.63* 15.26* 12.12 17.28 5.46
A/B*100)
*Annualized
402Reconciliation of Net Interest Income
(in ₹ million)
As of / For the six months As at and for the Fiscal ended
ended September 30 March 31,
2025 2024 2025 2024 2023
Adj.Interest Income (A) 7,338.30 6,402.39 13,259.64 9,486.86 5,664.85
Adj.Finance Cost (B) 2,588.64 2,292.57 4,680.03 3,265.31 1,979.60
Net Interest Income (C =A-B) 4,749.66 4,109.82 8,579.61 6,221.55 3,685.25
Reconciliation of Fee and Other Revenue from operation and other income
(in ₹ million)
As of / For the six months As at and for the Fiscal ended
ended September 30 March 31,
2025 2024 2025 2024 2023
Fees and commission income (A) 326.86 250.04 544.17 478.64 254.80
Net gain on derecognition of 293.24 17.01 375.93 189.48 125.10
financial instruments under
amortised cost category(B)
Net gain on fair value changes (C) 476.74 252.96 417.58 247.20 189.50
Total other income (D) 195.08 248.05 452.55 315.32 199.10
Fee and other Revenue from
operation and other income 1,291.92 768.06 1,790.22 1,230.64 768.50
(E=A+B+C+D)
Reconciliation of Net Total Income
(in ₹ million)
As of / For the six months ended As at and for the Fiscal ended
September 30 March 31,
2025 2024 2025 2024 2023
Total Income (A) 8,630.22 7,170.45 15,049.87 10,717.50 6,433.35
Finance Costs (B) 2,588.64 2,292.57 4,680.03 3,265.31 1,979.60
Net Total Income (C =A-B) 6,041.58 4,877.88 10,369.84 7,452.19 4,453.75
Reconciliation of Operating Expenses
(in ₹ million)
As of / For the six months ended As at and for the Fiscal ended
September 30 March 31,
2025 2024 2025 2024 2023
Employee benefits expenses (A) 2,365.65 1,739.09 3,796.37 2,752.11 2,122.00
Depreciation and amortization (B) 113.43 97.63 221.61 145.44 114.47
Other expenses (C) 699.94 523.58 1,177.27 900.27 704.12
Operating Expenses 3,179.02 2,360.30 5,195.25 3,797.82 2,940.59
(G=A+B+C)
Reconciliation of Finance Cost Ratio
(in ₹ million)
As of / For the six months ended As at and for the Fiscal ended
September 30 March 31,
2025 2024 2025 2024 2023
Finance cost (A) 2,588.64 2,292.57 4,680.03 3,265.31 1,979.60
Average Total Asset (B) 67,273.19 53,443.19 56,041.10 39,977.96 27,210.82
Finance cost ratio (C = A/B)(%) 7.70%* 8.58%* 8.35% 8.17% 7.28%
*Annualized
Reconciliation of Net Interest Margin (NIM)
(in ₹ million)
As of / For the six months As at and for the Fiscal ended
ended September 30 March 31,
2025 2024 2025 2024 2023
Net Interest Income (A) 4,749.66 4,109.82 8,579.62 6,221.55 3,685.25
Average Total Asset (B) 67,273.19 53,443.19 56,041.10 39,977.96 27,210.82
403Net Interest Margin (%) (C = A/B) 14.12%* 15.38%* 15.31% 15.56% 13.54%
*Annualized
Reconciliation of Fee and Other Revenue from operation and other income Ratio
(in ₹ million)
As of / For the six months As at and for the Fiscal ended
ended September 30 March 31,
2025 2024 2025 2024 2023
Fee and Other Revenue from operations 1,291.92 768.06 1,790.22 1,230.64 768.50
and other income (A)
Average Total Asset (B) 67,273.19 53,443.19 56,041.10 39,977.96 27,210.82
Fee and other revenue from operations 3.84%* 2.87%* 3.19% 3.08% 2.82%
and other income (C = A/B) (%)
*Annualized
Reconciliation of Net Total Income Ratio
(in ₹ million)
As of / For the six months As at and for the Fiscal ended
ended September 30 March 31,
2025 2024 2025 2024 2023
Net Total Income (A) 6,041.58 4,877.88 10,369.84 7,452.19 4,453.75
Average Total Asset (B) 67,273.19 53,443.19 56,041.10 39,977.96 27,210.82
Net Total Income Ratio (C = A/B)(%) 17.96%* 18.25%* 18.50% 18.64% 16.37%
*Annualized
Reconciliation of Operating Expenses to net total Income Ratio
(in ₹ million)
As of / For the six months As at and for the Fiscal ended
ended September 30 March 31,
2025 2024 2025 2024 2023
Operating Expenses (A) 3,179.02 2,360.30 5,195.25 3,797.82 2,940.59
Net Total Income(B) 6,041.58 4,877.88 10,369.84 7,452.19 4,453.75
Operating Expenses to net total Income 52.62% 48.39% 50.10% 50.96% 66.03%
Ratio (C = A/B) (%)
Reconciliation of Profit before Credit Cost Ratio
(in ₹ million)
As of / For the six months As at and for the Fiscal ended
ended September 30 March 31,
2025 2024 2025 2024 2023
Profit before credit cost (C) 2,555.03 2,454.99 5,138.38 3,592.57 1,447.46
Average Total Asset (D) 67,273.19 53,443.19 56,041.10 39,977.96 27,210.82
Profit Before Credit Cost Ratio (E = 7.60%* 9.19%* 9.17% 8.99% 5.32%
C/D)
*Annualized
Reconciliation of Credit Cost Ratio
(in ₹ million)
As of / For the six months As at and for the Fiscal ended
ended September 30 March 31,
2025 2024 2025 2024 2023
Impairment on Financial 1,729.25 1,013.90 2,888.26 1,314.01 733.50
Instruments (A)
Average Total Asset (B) 67,273.19 53,443.19 56,041.10 39,977.96 27,210.82
Credit Cost Ratio (C = A/B) (%) 5.14%* 3.79%* 5.15% 3.29% 2.70%
*Annualized
Reconciliation of Cost to Income Ratio
(in ₹ million)
As of / For the six months As at and for the Fiscal ended
ended September 30 March 31,
2025 2024 2025 2024 2023
Operating Expenses (A) 3,179.02 2,360.30 5,195.25 3,797.82 2,940.59
Net Total Income (B) 6,041.58 4,877.88 10,369.84 7,452.19 4,453.75
Cost to Income Ratio (C = A/B) (%) 52.62% 48.39% 50.10% 50.96% 66.03%
404*Annualized
Reconciliation of NNPA
(in ₹ million)
As of / For the six months As at and for the Fiscal ended
ended September 30 March 31,
2025 2024 2025 2024 2023
Stage 3 Loans (A) 2,724.18 1,547.44 2,170.40 1,316.30 653.90
Stage 3 Impairment Allowance 1,756.11 1,021.97 1,466.40 949.60 325.80
(B)
NNPA (C = A-B) 968.07 525.47 704.00 366.70 328.10
Reconciliation of NNPA Ratio (%)
(in ₹ million)
As of / For the six months As at and for the Fiscal ended
ended September 30 March 31,
2025 2024 2025 2024 2023
Total Gross Loans (A) 56,151.92 46,666.65 51,573.32 41,296.60 26,055.88
Stage 3 Impairment Allowance 1,756.11 1,021.97 1,466.40 949.60 325.80
(B)
NNPA (C) 968.07 525.47 704.00 366.70 328.10
NNPA Ratio (D = C/(A-B))(%) 1.78% 1.15% 1.40% 0.91% 1.28%
Provision Coverage Ratio (PCR)
(in ₹ million)
As of / For the six months As at and for the Fiscal ended
ended September 30 March 31,
2025 2024 2025 2024 2023
Stage 3 Impairment Allowance (A) 1,756.11 1,021.97 1,466.40 949.60 325.80
Stage 3 Loans (B) 2,724.18 1,547.44 2,170.40 1,316.30 653.90
Provision Coverage Ratio (PCR) 64.47% 66.07% 67.56% 72.14 49.82
(C = A/B ) (%)
Related Party Transactions
For details of the related party transactions, as per the requirements under applicable Accounting Standards i.e.,
Ind AS 24 read with the SEBI ICDR Regulations, for the six months ended September 30, 2025 and September
30, 2024, and for Fiscals 2025, 2024 and 2023 and as reported in the Restated Financial Statements, see “Summary
of this Prospectus– Summary of Related Party Transactions” on page 27.
405CAPITALISATION STATEMENT
The following table sets forth our Company’s capitalization as at September 30, 2025, on the basis of amounts
derived from our Restated Financial Statements, and as adjusted for the Offer. This table should be read in
conjunction with the sections titled “Risk Factors”, “Financial Statements” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations”, on pages 33, 304 and 410 respectively.
(₹ in million)
Pre-Offer as at September 30, As adjusted for the
Particulars
2025 proposed Offer#
Borrowings
Debt securities (I)* 15,109.33 15,109.33
Borrowings other than debt securities (II)* 37,075.65 37,075.65
Total Borrowings (I) + (II) = (A)* 52,184.98 52,184.98
Equity
Equity share capital* 377.88 487.96
Other equity* 16,895.84 23,508.18
Total Equity (B) 17,273.72 23,996.14
Capitalisation (A) + (B) 69,458.70 76,181.12
Total borrowings/ Total equity 3.02 2.17
*All terms shall carry the meaning as per Schedule III of the Companies Act 2013.
#Proceeds from Fresh Issue of 5,50,38,759 Equity Shares of face value of ₹ 2 each at a price of ₹ 129.00 per share (including securities
premium of ₹ 127 per share) aggregating to ₹ 7100.00 million out of which ₹ 110.08 million has been adjusted towards Equity share capital
and ₹ 6,989.92 million has been adjusted towards securities premium under the head other equity. The other equity amount has been adjusted
for share issue expenses of ₹ 377.58 in relation to the Fresh Issue.
406FINANCIAL INDEBTEDNESS
Our Company has availed credit facilities in the ordinary course of its business for the primary purpose of onward
lending to the borrowers of our Company and to meet its business requirements. As on the date of this Prospectus,
our Subsidiary doesn’t have any outstanding facilities.
For details regarding the borrowing powers of our Board, please see “Our Management – Borrowing powers of
the Board” on page 289.
Set forth below is a table of the aggregate borrowings of our Company, as on October 31, 2025:
(in ₹ million)
Nature of Borrowing Amount Sanctioned Amount outstanding(1)
Debt securities (A)
Secured redeemable non-convertible debentures 16,169.50 14,592.75
Unsecured redeemable non-convertible debentures 250.00 31.21
Borrowings (B)
Secured term loans
-From banks(2) 23,425.00 12,504.63
-From other financial institution 10,650.00 6,763.69
-External commercial borrowings(3) 5,089.08 4,617.77
Unsecured term loans (C)
-From other financial Institution 900.00 123.14
-External commercial borrowings(3) 1,330.86 1,358.47
Secured loans repayable on demand – cash credit / working
capital demand loan facilities (D)
-From banks 401.00 -
Overdraft limit against fixed deposit (E)
-From banks 277.10 -
Total Fund Based Loans (A+B+C+D+E) 58,492.54 39,991.66
Hedging Lines 1,425.00 499.46
Total Non-Fund Based 1,425.00 499.46
* As certified by the Statutory Auditors by way of their certificate dated February 3, 2026.
Notes:
(1) Represents principal amount outstanding, accrued interest amount and impact of effective interest rate.
(2)Includes a loan with original sanction amount of ₹ 750.00 million and revised sanction amount of ₹ 533.30 million in subsequent sanction
letters, on the account of rundown of facility availed against original amount.
(3)Includes external commercial borrowings having sanctioned amount of USD 55.00 million and EURO 15.00 million and outstanding
amount of USD 48.33 million and EURO 15.00 million converted using exchange rate of 1 USD =₹88.7241 and 1 EURO =₹ 102.6745 as at
October 31, 2025. (Source- https://www.fbil.org.in/).
Principal terms of our outstanding borrowings availed by our Company:
• Interest rate: The interest rates for the term loans availed by our Company typically ranges from 7.70%
to 12.50% per annum, which is linked to the marginal cost of fund-based lending rate or external
benchmark rates and RBI repo rates. Our Company has also issued NCDs to various subscribers. For
such borrowings, our Company enters into debenture trust deeds (“DTDs”) and in terms of such DTDs,
a specified interest or coupon rate is to be paid per annum. The interest rate for the NCDs issued by our
Company typically ranges from 9.11% to 11.60% per annum (excluding the effect of the withholding
tax). Our Company has also raised funds in the form of ECBs from various lenders. The interest rate for
the ECBs issued by our Company typically ranges from 6.28 % to 9.27% per annum (excluding the effect
of the withholding tax).
• Tenor: The tenure of the term loans availed by our Company typically ranges from approximately 18 to
48 months. The tenure of the NCDs issued by our Company is typically 18 months to 72 months. The
tenor of ECBs availed by our Company typically ranges from approximately 36 months to 61 months.
• Security: In terms of the borrowings, including NCDs, where security needs to be created, our Company
is typically required to create security primarily by way of first and exclusive charge on our Company’s
book debts and receivables. There may be additional requirements for creation of security under the
407various borrowing arrangements entered into by our Company such as by way of demand promissory
notes and letters of continuity for specified amounts in the form approved by the relevant lender and
security cover and pari passu or first charge on hypothecation of standard loan receivables under the
facility.
• Repayment: The loan facilities are repayable as per a fixed schedule in monthly, quarterly, half yearly
and bullet instalments.
• Prepayment: Our Company has the option to prepay the lenders, subject to payment of prepayment
charges at such rate as may be stipulated by the lenders which typically ranges from 1.00% to 4.00% for
a term loan, up to 2.00% with respect to NCDs and up to 2.00% with respect to ECBs.
• Restrictive covenants: The loans availed by our Company typically, contain certain key covenants, which
require prior approval of, or intimation to, the lenders and other relevant parties for certain specified
events on corporate actions, including inter-alia:
a) effecting changes in our capital structure, ownership or control;
b) effecting changes in our shareholding pattern;
c) effecting changes in our management;
d) amending and/or modifying our constitutional documents;
e) effecting changes in our Memorandum of Association and Article of Association; and
f) Declaration or payment of dividends by our Company.
• Events of default: In terms of the facility agreements, sanction letters and DTDs, the following, among
others, constitute events of default:
a) failure to pay any sum payable under the facilities or debentures on the due dates;
b) failure to perform or comply with any obligations or terms and conditions under the facilities or
debentures by our Company;
c) incorrect or misleading representation, warranty or statement under the facility or debenture
documents;
d) change in our control or management or constitution;
e) occurrence of a material adverse change;
f) commencement or existence of any legal proceedings, investigations or proceedings that may
have material adverse effect; and
g) proceedings related to winding up, liquidation or insolvency initiated against us.
• Consequences of occurrence of events of default: In terms of the loan agreements, sanction letters and
DTDs, the following, among others, are the consequences of occurrence of events of default, whereby
the lenders or trustees (acting on the instructions of the majority debenture holders) may:
a) declare all amounts payable by us with respect to the facility to be due and payable immediately;
b) enforce their security over the hypothecated / mortgaged assets;
c) declare the security created in terms of the transaction documents to be enforceable; and
d) to disclose the name of the Company to RBI, CIBIL and any other agency authorised in this
behalf by RBI.
408This is an indicative list and there may be additional terms that may require the consent of the relevant lender or
the trustee (acting on the instructions of the majority debenture holders) that may amount to an event of default
under the various borrowing arrangements entered into by us.
For the purpose of the Offer, our Company has obtained the necessary consents from our lenders, as required
under the relevant loan documents and have intimated our other lenders, to the extent applicable, for undertaking
activities relating to the Offer including corporate actions, such as change in the capital structure, change in
constitutional documents, etc.
For risks in relation to our indebtedness, please see, “Risk Factors – 9. We are subject to various covenants and
obligations under our financing arrangements. Inability to meet our obligations could adversely affect our
business, results of operations, cash flows and financial condition.”, on page 41.
Details of non-convertible debentures issued by our Company
The following table sets forth the ISIN and scrip code of the non-convertible debentures issued by our Company
and listed on the debt segment of the BSE, as of October 31, 2025:
ISIN Scrip Code Outstanding principal amount (in ₹ million) Maturity
INE501X08081 975348 31.23 January 24, 2026
INE501X07612 975852 500.00 January 25, 2026
INE501X07554 975466 225.00 March 6, 2026
INE501X07604 975755 1,250.00 March 20, 2026
INE501X07620 975691 375.00 August 28, 2026
INE501X07539 Unlisted 415.00 September 15, 2026
INE501X07588 975663 250.00 November 17, 2026
INE501X07588 975663 300.00 November 17, 2026
INE501X07653 976305 250.00 December 31, 2026
INE501X07661 976520 800.00 March 20, 2027
INE501X07646 976304 661.11 March 31, 2027
INE501X07570 975630 490.00 April 30, 2027
INE501X07570 975630 510.00 April 30, 2027
INE501X07703 976872 500.00 June 30, 2027
INE501X07729 977113 1,500.00 September 12, 2027
INE501X07638 976093 750.00 October 9, 2027
INE501X07349 974367 310.00 November 15, 2027
INE501X07679 976519 400.00 December 20, 2027
INE501X07331 Unlisted 163.63 March 8, 2028
INE501X07331 Unlisted 163.63 March 8, 2028
INE501X07711 977111 1,000.00 March 12, 2028
INE501X07695 976873 250.00 March 30, 2028
INE501X07687 976822 200.00 April 17, 2029
INE501X07596 975698 2,490.00 May 30, 2029
INE501X07521 Unlisted 765.00 September 27, 2029
Total outstanding principal amount ( in ₹ million) 14,549.60
* As certified by the Statutory Auditors by way of their certificate dated February 11, 2026.
409MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with
our “Restated Financial Statements” on page 304. Unless otherwise indicated, the financial information herein
is based on our Restated Financial Statements included in this Prospectus. Certain ratios for the six months ended
September 30, 2025 and September 30, 2024 have been presented on an annualized basis, as indicated in this
Prospectus.
Some of the information in this section, including information with respect to our business plans and strategies,
contain forward-looking statements that involve risks and uncertainties. You should read “Forward-Looking
Statements” on page 19 for a discussion of the risks and uncertainties related to those statements and also the
sections “Risk Factors”, “Industry Overview”, “Restated Financial Statements” and “Our Business” on pages
33, 154, 304 and 218, respectively, as well as financial statements and other information contained in this
Prospectus as a whole, for a discussion of certain factors that may affect our business, financial condition or results
of operations. Our actual results may differ materially from those expressed in or implied by these forward-looking
statements.
Unless otherwise indicated, industry and market data used in this section has been derived from the report “Report
on Loans and Financial Services Industry in India” dated November 2025 (“CRISIL Report”) prepared and
released by CRISIL and exclusively commissioned by and paid for by us pursuant to the appointment of CRISIL
vide letter dated October 23, 2024, in connection with the Offer. The data included herein includes excerpts from
the CRISIL Report, which was made available on the website of the Company at https://www.ayefin.com/wp-
content/uploads/2024/12/industry-report.pdf from the date of the Red Herring Prospectus till the Bid/Offer Closing
Date, and has also been included in “Material Contracts and Documents for Inspection – Material Documents”
on page 592. The industry data included herein includes excerpts from the CRISIL Report and may have been re-
ordered by us for the purposes of presentation. There are no parts, data or information (which may be relevant for
the proposed issue), that has been left out or changed in any manner. The relevant industry sources are indicated
at all relevant places within this section. For more information, see “Risk Factors – 55. Industry information
included in this Prospectus has been derived from an industry report prepared by CRISIL, exclusively
commissioned and paid for by us for such purpose” on page 64. Also see, “Certain Conventions, Use of
Financial Information and Market Data and Currency of Presentation – Industry and Market Data” on page
15.
Our Company’s financial year commences on April 1 and ends on March 31 of the immediately subsequent year,
and references to a particular Fiscal are to the 12 months ended March 31 of that year.
OVERVIEW
For information in relation to our business, see “Our Business” on page 218.
Our results of operations and financial condition are affected by a number of important factors including:
SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL
CONDITION
Funding and Borrowing Costs
Our ability to secure debt and equity funding on favorable terms is influenced by several factors that include our
present and projected operational performance, risk management practices, credit ratings and shifts in both
domestic and global markets affecting the Indian economy. Additionally, regulatory conditions and policy
initiatives in India play a significant role in shaping our access to funding. Further, liquidity and profitability of our
business depends, in large part, on our timely access to, and the costs associated with, raising funds.
We have long-standing relationships with a range of banks and financial institutions, allowing consistent access
to funding. We have historically secured, and seek to continue to secure cost effective funding through a variety
of sources, including public sector banks, private sector banks, small finance banks, foreign banks other non-
banking financial institutions, developmental financial institutions, multilateral agencies and public investors. Our
credit ratings have consistently improved over the years, and as of September 30, 2025, we have been rated ‘A’
by ICRA and India Ratings, and ‘B+’ with a positive outlook by CARE Edge Global. Our credit status with our
lenders is determined primarily by our increased capital base, stable asset quality, and the overall robustness of
410our operations in serving the micro enterprise sector. For further information, see “Our Business – Credit
Ratings” on page 247.
As of September 30, 2025 and September 30, 2024 and as of March 31, 2025, March 31, 2024 and March 31, 2023,
our total borrowings were ₹ 52,184.98 million, ₹ 40,831.01 million, ₹ 45,263.25 million, ₹ 34,989.90 million and
₹ 22,961.61 million, respectively. Finance costs account for a substantial majority of our expenses. In the six
months ended September 30, 2025 and September 30, 2024, and Fiscals 2025, 2024 and 2023, our finance costs
were ₹ 2,588.64 million, ₹ 2,292.57 million, ₹ 4,680.03 million, ₹ 3,265.31 million and ₹ 1,979.60 million,
respectively, which represented 30.69%, 33.12%, 32.06%, 31.39% and 31.75% of our revenue from operations
such periods, respectively. Our average cost of borrowings was 11.21% (annualized), 11.64% (annualized),
11.57%, 11.40%, and 11.80% in the six months ended September 30, 2025 and September 30, 2024, and Fiscals
2025, 2024 and 2023, respectively. For further information in relation to our borrowings, see “Financial
Indebtedness” on page 407.
Our ability to maintain favorable margins depends largely on securing low-cost funding at rates below those at
which we lend. Accessing sufficient financing on suitable terms and in a timely manner is crucial to our operations.
With our broad lender base, and varied liability profile mix of term loans, non-convertible debentures and external
commercial borrowings, we maintain a diversified funding approach, ensuring we are not reliant on a single type
or source of funding.
Our approach to financing, which includes strategic fundraising and asset management, has helped us keep finance
costs stable. By securitizing certain future receivables and co-originating loans, we have strengthened our liquidity
position. This structure allows us to keep debt servicing costs low, enabling us to offer financial products at
competitive rates. Keeping finance costs at optimal levels remains essential to sustaining profitability, operational
results, and overall financial health.
Asset Quality, NPAs and Provisioning
Our ability to manage the credit quality of our loans, which we measure through assets that are more than 90 days
past due (“DPD”, and such assets, NPAs), is a key driver of our results of operations. Maintaining asset quality
requires managing NPA ratios in alignment with the credit performance of our customers and ensuring our credit,
underwriting, servicing, and collection systems are effective. Further, accurate risk assessment is essential to
maintianing our asset quality. Any miscalculation could lead to inadequate provisions for potential NPA increases.
We may also need to derecognize NPAs when recovery is unlikely, which can impact our balance sheet.
As of September 30, 2025, our Stage 3 assets and NPAs also include linked loans (where one customer has more
than one loan with our Company, if one loan becomes NPA, all other linked loans also become NPA), and loans
that have been 90 DPD and have rolled back but not become current. The following table sets forth our asset quality
ratios for the periods indicated:
Particulars As of / For the Six Months Ended As of / For the Year Ended March 31,
September 30,
2025 2024 2025 2024 2023
(₹ million, except ratios and percentages)
Gross NPA(1) 2,724.18 1,547.44 2,170.40 1,316.30 653.90
Gross NPA ratio(2) (%) 4.85% 3.32% 4.21% 3.19% 2.49%
Net NPA(3) 968.07 525.47 704.00 366.70 328.10
Net NPA ratio(4) (%) 1.78% 1.15% 1.40% 0.91% 1.28%
(1)Gross NPA represents Gross Loan Book pertaining to loans which are required to be classified as NPA as per the Income Recognition,
Asset Classification and Provisioning Norms issued and modified by RBI from time to time.
(2)Gross NPA ratio (%) represents the Gross NPA to the Gross Loan Book as of the last day of the relevant period, as per the Income
Recognition, Asset Classification and Provisioning Norms issued and modified by RBI from time to time.
(3)Net NPA represents Gross NPA reduced by NPA provisions as of the last day of relevant period.
(4)Net NPA ratio represents the ratio of our Net NPA to Net Loan portfolio as of last day of the relevant period/year. Net Loan portfolio
represents total loan portfolio reduced by impairment allowance, as per the Income Recognition, Asset Classification and Provisioning Norms
issued and modified by RBI from time to time.
We may face increased defaults on principal or interest repayments in the future. Various external factors, including
changes in the Indian and global economies, political events, borrower behavior, demographic shifts, natural
disasters, diseases, and regulatory changes (such as lending requirements to specific sectors), could also contribute
to rising NPAs.
411Joint efforts of the government and private sector have significantly influenced the growth of India’s capital
markets, driven in part by a focus on financial inclusion. (Source: CRISIL Report) This has led to the rise of digital
banking, transforming the traditional banking model. (Source: CRISIL Report) However, maintaining low NPAs
and provisioning requirements remains challenging, particularly when lending to MSMEs, which often lack
verifiable credit histories, formal business records, and adequate documentation. (Source: CRISIL Report)
Moreover, the small loan sizes of MSMEs create difficulties in managing operational and credit risks effectively.
(Source: CRISIL Report)
Our curated cluster based underwriting approach allows us to ascertain the scale and profitability of MSMEs. Our
customer-centric approach that ensures appropriate risk management along with our strong understanding of local
characteristics of these markets and customers has allowed us to address the needs of MSME customers and assisted
us to penetrate deeper into such markets.
Geographical Reach of Our Branch Network
As of September 30, 2025, we have a broad pan-India network of 568 branches spread across 18 states and three
union territories. We are organized into four key zones—North, South, East, and West. Our mix of AUM is well-
distributed across these zones, contributing to our overall portfolio diversification, with 34.80% in the North,
14.69% in the South, 27.79% in the East and 22.73% in the West, as of September 30, 2025.
Our target customers are micro-scale businesses with annual turnovers ranging from ₹ 2 million to ₹ 10 million,
predominantly located in semi-urban areas in tier II, tier III, and tier IV towns. In semi-urban locations,
infrastructure may be limited, particularly for transportation, electricity and internet bandwidth. At some of our
branch offices in remote locations, we may face difficulties in conducting operations, such as accessing power
facilities, transporting people and equipment, and implementing technology measures. We may also face increased
costs in conducting our business and operations and implementing security measures.
We intend to further expand our branch network into semi-urban markets as well as rural markets, which may affect
our profitability. Our ability to effectively expand and manage our operational network, while maintaining cost
efficiency, will directly influence our performance.
Competition in the Indian Financial Services Industry
The lending market in India is highly competitive, with a variety of financial entities, including traditional banks,
NBFCs, and small finance banks, vying to serve the micro enterprise segment. These institutions cater primarily to
the credit needs of low-to-middle-income individuals and MSMEs. Many of these competitors may have greater
financial resources, may be larger in terms of business volume and may have significantly lower cost of funds
compared to us. Many of them may also have greater geographical reach, long-standing partnerships and may offer
their customers other forms of financing that we may not be able to provide. Our ability to increase interest rates
on the loans we extend, however, is limited by the increasing popularity of standardized and variable interest rate
financing products, variable payment terms and lower processing fees introduced by our competitors. Moreover,
liberalization of the Indian financial services sector could also lead to new entries of Indian and foreign banks,
NBFCs, and other entities operating in the financial services sector offering a wider range of products and services
(Source: CRISIL Report).
While many players focus on small ticket loans, the overall addressable market remains heavily underserved, with
98.6% of MSMEs being classified as micro enterprises as of December 31, 2024 (Source: CRISIL Report). Given
our extensive experience in micro-enterprise financing, combined with our data-driven underwriting and risk
assessment capabilities, our robust digital infrastructure, and our strong customer-centric approach, we believe we
are strategically positioned to outperform our competition.
Government Regulations and Initiatives
We operate in a regulated industry and are required to adhere to various laws, rules and regulations. As an NBFC,
we have to mandatorily obtain a certificate of registration issued by the RBI and comply with other regulatory
requirements. For instance, we are required to maintain a capital adequacy ratio which shall not be less than 15%
of our aggregate risk weighted assets on-balance sheet and of risk adjusted value of off-balance sheet items and our
Tier I capital, at any point in time, shall not be less than 10% and Tier II capital should not exceed Tier I capital.
For further information, see “Key Regulations and Policies in India” on page 256.
412We are also required to obtain, and have obtained, certain statutory and regulatory licenses and approvals in India
for our operations. For further information, see “Government and Other Approvals” on page 479. We may be
required to obtain new registrations, permits and approvals for our business, as a result of change in current
regulations or for any proposed expansion strategy. The approvals required by us are subject to numerous
conditions, and failure to obtain or renew such approvals may result in us being liable to fines and penalties, or
cancellation or suspension of our certifications of registration.
Further, the industry we operate in is significantly influenced by favorable government initiatives aimed at
supporting the MSME sector. The Government of India has introduced several initiatives to bolster the MSME
sector, including the Productivity Linked Incentive scheme, which provides substantial funding to boost
manufacturing across various industries. Various other initiatives such as Udyam Registration Portal, PM
Vishwakarma scheme and Prime Minister’s Employment Generation Programme are expected to enhance
competitiveness and drive growth within the sector. These initiatives span a range of strategies, including tax
exemptions, enhanced access to funding, and the expansion of financing, marketing, and technology support. Key
policies driving this agenda include the Pradhan Mantri MUDRA Yojana, the Special Credit Linked Capital
Subsidy Scheme, SAMBHAV, and the National MSME Policy.
SUMMARY OF MATERIAL ACCOUNTING POLICIES
Basis of preparation
The financial statements have been prepared on a going concern basis the historical cost basis except for certain
financial instruments that are measured at fair values at the end of each reporting period.
Presentation of financial statements
The financial statements have been prepared in accordance with Indian Accounting Standards (“Ind AS”) as per
the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time and notified under
section 133 of the Companies Act, 2013 along with other relevant provisions of the Act and the Master Direction
– Non-Banking Financial Company – Systemically Important Non-Deposit taking Company and Deposit taking
Company (Reserve Bank) Directions, 2020 , as amended (the “NBFC Master Directions”) issued by RBI. The
financial statements have been prepared on a going concern basis.
We use accrual basis of accounting except in case of significant uncertainties. The financial statements are
presented in Indian Rupees (“INR”) and all values are rounded to millions up to two decimals, except when
otherwise indicated. The regulatory disclosures as required by RBI Master Directions to be included as a part of
the Notes to Accounts are also prepared as per the Ind AS financial statements.
We present our balance sheet in order of liquidity. Financial assets and financial liabilities are generally reported
gross in the balance sheet. They are only offset and reported net when, in addition to having an unconditional
legally enforceable right to offset the recognised amounts without being contingent on a future event, the parties
also intend to settle on a net basis in all of the following circumstances:
• The normal course of business
• The event of default
• The event of insolvency or bankruptcy of our Company and / or our counterparties
Material accounting policies
The Restated Financial Statements comprise the restated statement of assets and liabilities as at September 30,
2025, September 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023, the restated statement of profit
& loss account (including other comprehensive income), the restated statement of cash flows and the restated
statement of changes in equity for periods ended September 30, 2025 and September 30, 2024, and years ended
March 31, 2025, March 31, 2024 and March 31, 2023; and material accounting policies and other explanatory
information to the Restated Financial Statements, has been specifically prepared by the management for inclusion
in the document to be filed by our Company with SEBI and National Stock Exchange of India Limited and BSE
Limited, where the Equity Shares are proposed to be listed in connection with the proposed initial public offer of
equity shares of our Company, in accordance with the requirements of:
• Section 26 of Part I of Chapter III of the Companies Act, 2013;
413• Relevant provisions of the SEBI ICDR Regulations issued by SEBI on September 11, 2018 as amended
from time to time in pursuance of the Securities and Exchange Board of India Act, 1992; and
• The Guidance Note on Report in Company Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India.
Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to our Company and
the revenue can be reliably measured and there exists reasonable certainty of its recovery. Revenue is measured
at the fair value of the consideration received or receivable as reduced for estimated customer credits and other
similar allowances.
Interest income
EIR method
Under Ind AS 109, interest income is recorded using the effective interest rate method for all financial
instruments measured at amortised cost and financial instrument measured at fair value through other
comprehensive income (“FVOCI”) and fair value through profit and loss (“FVTPL”). The EIR is the rate that
exactly discounts estimated future cash receipts through the expected life of the financial instrument or, when
appropriate, a shorter period, to the net carrying amount of the financial asset. For financial assets at FVTPL
transaction costs are recognised in profit or loss at initial recognition.
The EIR (and therefore, the amortised cost of the asset) is calculated by taking into account any discount or
premium on acquisition, fees and costs that are an integral part of the EIR. We recognised interest income using
a rate of return that represents the best estimate of a constant rate of return over the expected life of the financial
instrument.
The interest income is calculated by applying the EIR to the gross carrying amount of non-credit impaired financial
assets (i.e. at the amortised cost of the financial asset before adjusting for any expected credit loss allowance). For
credit-impaired financial assets the interest income is recorded as and when realised.
If expectations regarding the cash flows on the financial asset are revised for reasons other than credit risk, the
adjustment is booked as a positive or negative adjustment to the carrying amount of the asset in the balance sheet
with an increase or reduction in interest income. The adjustment is subsequently amortised through interest income
in the statement of profit and loss.
Net gain or fair value changes
Any differences between the fair values of the financial assets classified as fair value through the profit or loss,
held by our Company on the balance sheet date is recognised as an unrealised gain/loss in the statement of profit
and loss.
Net gain / (loss) on de recognition of financial instruments under amortised cost category
Gains arising out of direct assignment transactions comprise the difference between the interest on the loan
portfolio and the applicable rate at which the direct assignment is entered into with the assignee, also known as
the right of Excess Interest Spread (“EIS”). The future EIS basis the scheduled cash flows, on execution of the
transaction, discounted at the applicable rate entered into with the assignee is recorded upfront in statement of
profit and loss.
Income from direct assignment transaction represents the difference between the carrying amount of the asset (or
the carrying amount allocated to the portion of the asset de-recognised) and consideration received (including any
new asset obtained less any new liability).
414Other operational revenue
Other operational revenue represents income earned from the activities incidental to the business and is recognised
when the right to receive the income is established as per the terms of the contract. This includes cheque bouncing
charges, late payment charges and prepayment charges etc. which are recorded as and when realised.
We recognised revenue from contracts with customers based on a five-step model as set out in IndAS 115:
Step 1: Identify contract(s) with a customer: A contract is defined as an agreement between two or more parties
that creates enforceable rights and obligations and sets out the criteria for every contract that must be met.
Step 2: Identify performance obligations in the contract: A performance obligation is a promise in a contract with
a customer to transfer a good or service to the customer.
Step 3: Determine the transaction price: The transaction price is the amount of consideration to which we expect
to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected
on behalf of third parties.
Step 4: Allocate the transaction price to the performance obligations in the contract: For a contract that has more
than one performance obligation, we allocate the transaction price to each performance obligation in an amount
that depicts the amount of consideration to which we expect to be entitled in exchange for satisfying each
performance obligation.
Step 5: Recognise revenue when (or as) we satisfy a performance obligation.
Revenue from contracts with customers is recognised when control of the goods or services are transferred to
the customer at an amount that reflects the consideration to which we expect to be entitled in exchange for those
goods or services.
Income from other financial charges including cheque bouncing charges, foreclosure charges are collected
from loan customers for early payment/closure of loan and are recognised on realisation.
Insurance claims
Insurance claims are accounted for on the basis of claims admitted/expected to be admitted and to the extent that
the amount recoverable can be measured reliably and it is reasonable to expect ultimate collection.
Leases
We evaluate each contract or arrangement, whether it qualifies as lease as defined under Ind AS 116.
Our Company as a lessee
Our lease asset classes primarily consist of leases for its various office spaces. We assess whether a contract
contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to
control the use of an identified asset for a period of time in exchange for consideration. To assess whether a
contract conveys the right to control the use of an identified asset, we assess whether: (i) the contract involves the
use of an identified asset (ii) we have substantially all of the economic benefits from use of the asset through the
period of the lease and (iii) we have the right to direct the use of the asset.
At the date of commencement of the lease, we recognize a right-of-use asset (“ROU”) and a corresponding lease
liability for all lease arrangements in which it is a lessee. We have not exercised the exemption to exclude short
term leases or low value leases.
Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term.
ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.
The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability
adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct
costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and
415impairment losses.
Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the
lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever
events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose
of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-
use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely
independent of those from other assets. In such cases, the recoverable amount is determined for the Cash
Generating Unit (“CGU”) to which the asset belongs.
The lease liability is initially measured at amortized cost at the present value of the future lease payments. The
lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the
incremental borrowing rates pertaining to our Company. Lease liabilities are remeasured with a corresponding
adjustment to the related right of use asset if we change our assessment if whether it will exercise an extension or
a termination option.
Lease liability and ROU asset have been separately presented in the balance sheet and lease payments have been
classified as financing cash flows.
Employee benefits
Employee benefits include provident fund, employee state insurance scheme, gratuity fund and compensated
absences.
Short term employee benefits
Employee benefits falling due wholly within twelve months of rendering the service are classified as short term
employee benefits and are expensed in the period in which the employee renders the related service. Liabilities
recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits
expected to be paid in exchange for the related service.
Post employment benefits
Defined contribution plan
Our contribution to Employee Provident Fund, Employee State Insurance Scheme and Labour Welfare Fund under
the relevant Acts are considered as defined contribution plans and are charged as an expense based on the amount
of contribution required to be made and when services are rendered by the employees.
Defined benefit plan
Benefits payable to eligible employees of our Company with respect to gratuity, a defined benefit plan is
accounted for on the basis of an actuarial valuation as at the balance sheet date. In accordance with the Payment
of Gratuity Act, 1972, the plan provides for lump sum payments to vested employees on retirement, death while
in service or on termination of employment in an amount equivalent to 15 days basic salary for each completed
year of service. Vesting occurs upon completion of five years of service. The present value of such obligation is
determined by the projected unit credit method and adjusted for past service cost and fair value of plan assets as
at the balance sheet date through which the obligations are to be settled. The resultant actuarial gain or loss on
change in present value of the defined benefit obligation is reflected immediately in the balance sheet with a
charge or credit recognised in other comprehensive income in the period in which they occur.
Long-term employee benefits
Compensated absences with respect to leave encashment benefits payable to employees of our Company while in
service, on retirement, death while in service or on termination of employment with respect to accumulated leaves
outstanding at the year end are accounted for on the basis of an actuarial valuation as at the balance sheet date.
The defined benefit obligation is calculated annually by an actuary using the projected unit credit method.
416Termination benefits
Termination benefits such as compensation under employee separation schemes are recognised as expense when
our offer of the termination benefit is accepted or when we recognise the related restructuring costs whichever is
earlier.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as
reported in the statement of profit and loss because of items of income or expense that are taxable or deductible
in other years and items that are never taxable or deductible. Our current tax is calculated using tax rates that have
been enacted or substantively enacted by the end of the reporting period and is measured in accordance with
Income tax Act, 1961, Income Computation and Disclosure Standards and other applicable tax laws.
Current tax assets and liabilities are offset only if there is a legally enforceable right to set off the recognised
amounts, and it is intended to realise the asset and settle the liability on a net basis or simultaneously.
Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax
liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally
recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be
available against which those deductible temporary differences can be utilised. Such deferred tax assets and
liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business
combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting
profit.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the
extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset
to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which
the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively
enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the
manner in which we expect, at the end of the reporting period, to recover or settle the carrying amount of its assets
and liabilities.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax
assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation
authority.
Current tax and deferred tax for the year
Current tax and deferred tax are recognised in statement of profit or loss, except when they relate to items that are
recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are
also recognised in other comprehensive income or directly in equity respectively.
Property, plant and equipment
Property, plant and equipment
Property, plant and equipment is stated at cost, less accumulated depreciation and accumulated impairment losses.
The initial cost of an asset comprises its purchase price or construction cost, any costs directly attributable to
bringing the asset into the location and condition necessary for it to be capable of operating in the manner intended
417by management, the initial estimate of any decommissioning obligation, if any, and, for assets that necessarily
take a substantial period of time to get ready for their intended use, finance costs. Cost includes import duties and
any non-refundable taxes on such purchase, after deducting rebates and trade discounts and is inclusive of freight,
duties, taxes and other incidental expenses. All cost are capitalized which are directly attributable to bringing
assets to the condition and location essential for it to operate in a manner as intended by the management. In
respect of assets due for capitalization, where final bills/claims are to be received/passed, the capitalization is
based on the engineering estimates. Final adjustments, for costs and depreciation are made retrospectively in the
year of ascertainment of actual cost and finalisation of claim.
Subsequent expenditure incurred on assets put to use is capitalised only when it increases the future economic
benefits / functioning capability from / of such assets.
Capital work in progress includes the cost of property plant and equipment that are not yet ready for their intended
use and the cost of assets not put to use before the Balance Sheet date.
Depreciation and amortization
Depreciation is calculated on cost of items of property, plant and equipment less their estimated residual values
over their estimated useful lives using the written down value method, and is generally recognised in the statement
of profit and loss. We follow estimated useful lives which are given under Part C of the Schedule II of the
Companies Act, 2013. Leasehold improvements are amortised over the period of lease.
Depreciation on addition to property, plant and equipment is provided on pro-rata basis from the date the assets is
acquired/installed. Depreciation on sale/deduction from property, plant and equipment is provided for up to the
date of sale deduction and discernment as the case may be.
The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect
of any changes in estimate being accounted for on a prospective basis. In respect of assets whose useful lives has
been revised, the unamortized depreciable amount is charged over the revised remaining useful lives of the assets.
Derecognition of property, plant and equipment
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits
are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement
of an item of property, plant and equipment is recognised in profit or loss.
Intangible assets / Intangible assets under development
Recognition and measurement
Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated
amortization and accumulated impairment losses. Amortization is recognized on a written down basis over their
estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each reporting
period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets
with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.
Subsequent expenditure incurred on assets put to use is capitalised only when it increases the future economic
benefits / functioning capability from / of such assets.
Derecognition of Intangible assets
An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or
disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between
the net disposal proceeds and the carrying amount of the asset, are recognized in profit or loss when the asset is
derecognized.
Useful lives of intangible assets
Estimated useful lives of the intangible asset for the current and comparative periods are as follows:
(1) Computer software: 3 years
418Other indirect expenses incurred relating to project, net of income earned during the project development stage
prior to its intended use, are considered as pre-operative expenses and disclosed under intangible assets under
development.
Impairment of non financial assets
At the end of each reporting period, we review the carrying amounts of its tangible and intangible assets to
determine whether there is any indication that those assets have suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if
any). When it is not possible to estimate the recoverable amount of an individual asset, we estimate the recoverable
amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of
allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise
they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation
basis can be identified.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use,
the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset for which the estimates
of future cash flows have not been adjusted.
If recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, such
deficit is recognised immediately in the statement of profit and loss as impairment loss and the carrying amount
of the asset (or cash generating unit) is reduced to its recoverable amount.
An assessment is made annually as to see if there are any indications that impairment losses recognized earlier
may no longer exist or may have come down. The impairment loss is reversed, if there has been a change in the
estimates used to determine the asset’s recoverable amount since the previous impairment loss was recognized. If
it is so, the carrying amount of the asset is increased to the lower of its recoverable amount and the carrying
amount that have been determined, net of depreciation, had no impairment loss been recognized for the asset in
prior years. After a reversal, the depreciation charge is adjusted in future periods to allocate the asset’s revised
carrying amount, less any residual value, on a systematic basis over its remaining useful life. Reversals of
Impairment loss are recognized in the Statement of Profit and Loss.
Provisions, contingent liabilities and contingent assets
Provisions
Provisions are recognized when we have a present obligation (legal or constructive) as a result of a past event,
it is probable that we will be required to settle the obligation, and a reliable estimate can be made of the amount
of the obligation.
Provision is measured using the cash flows estimated to settle the present obligation and when the effect of time
value of money is material, the carrying amount of the provision is the present value of those cash flows.
Reimbursement expected in respect of expenditure required to settle a provision is recognised only when it is
virtually certain that the reimbursement will be received.
Contingent liabilities
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of
which will be confirmed only by the occurrence or non- occurrence of one or more uncertain future events not
wholly within the control of our Company or a present obligation that arises from past events where it is either
not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be
made.
Contingent assets
Contingent assets are not recognized in the financial statements, however they are disclosed when an inflow of
economic benefits is probable.
419Share-based payment arrangements
The stock options granted to employees pursuant to our Stock Options Schemes, are measured at the fair value of
the options at the grant date in accordance with IND AS 102, Share-based payments. The fair value of the options
is treated as discount and accounted as employee compensation cost over the vesting period on a straight-line
basis. The amount recognised as expense in each year is arrived at based on the number of grants expected to vest.
If a grant lapses after the vesting period, the cumulative discount recognised as expense in respect of such grant
is transferred to the general reserve within equity.
We have constituted an Employee Stock Option Plan 2016. The Plan provides for grant of options to employees
of our Company to acquire equity shares of our Company that vest in a graded manner and that are to be exercised
within a specified period.
We have constituted an Employee Stock Option Plan 2020. We have transferred all the ungranted options under
Employee Stock Option Plan 2016 to Employee Stock Option Plan 2020 while options granted under the
Employee Stock Option Plan 2016 continue to be governed by the conditions of Employee Stock Option Plan
2016. Both plans provide for grant of options to employees of our Company to acquire equity shares of our
Company that vest in a graded manner and that are to be exercised within a specified period.
Financial instruments
Financial assets and financial liabilities are recognised when we become a party to the contractual provisions of
the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and
financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial
assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the
acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately
in profit or loss.
Financial assets
Initial recognition and measurement
All financial assets are recognized initially at fair value and transaction costs that are attributable to the acquisition
of the financial asset are adjusted to the fair value on initial recognition.
Subsequent measurement
For the purpose of Subsequent measurement, we classify financial assets in following categories:
(1) Financial assets at amortized cost
(2) FVTOCI
(3) FVTPL
Financial assets shall be measured at amortized cost if both of the following conditions are met:
(1) The asset is held within a business model whose objective is to hold assets for collecting contractual cash
flows; and
(2) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of
principal and interest (“SPPI”) on the principal amount outstanding.
A financial asset shall be measured at fair value through other comprehensive income if both of the following
conditions are met:
• The asset is held within a business model whose objective is achieved by both collecting contractual cash
flows and selling financial assets; and
• Contractual terms of the asset give rise on specified dates to cash flows that are SPPI on the principal
amount outstanding.
420All financial assets not classified as measured at amortized cost or FVTOCI as described above are measured at
FVTPL.
Subsequent measurement of financial assets
Financial assets at amortised cost are subsequently measured at amortised cost using effective interest method.
The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and
impairment are recognised in Statement of profit and loss. Any gain and loss on derecognition is recognised in
statement of profit and loss.
Financial investment at FVOCI are subsequently measured at fair value. Interest income under effective interest
method, foreign exchange gains and losses and impairment are recognised in Statement of profit and loss. Other
net gains and losses are recognised in OCI. On derecognition, gains and losses accumulated in OCI are reclassified
to statement of profit and loss.
Financial assets at FVTPL are subsequently measured at fair value. Net gains and losses, including any interest or
dividend income, are recognised in statement of profit and loss.
All other equity investments are measured at fair value, with value changes recognised in Profit and loss, except
for those equity investments for which we have elected to present the changes in fair value through OCI.
De-recognition of financial assets
We derecognised a financial asset when the contractual rights to the cash flows from the financial asset expire, or
it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks
and rewards of ownership of the financial asset are transferred or in which we neither transfer nor retain
substantially all of the risks and rewards of ownership and does not retain control of the financial asset.
We consider control to be transferred if and only if, the transferee has the practical ability to sell the asset in its
entirety to an unrelated third party and is able to exercise that ability unilaterally and without imposing additional
restrictions on the transfer. When our Company has neither transferred nor retained substantially all the risks and
rewards and has retained control of the asset, the asset continues to be recognised only to the extent of our
Company's continuing involvement, in which case, our Company also recognises an associated liability. The
transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that
our Company has retained.
Financial liabilities
Initial recognition and measurement
All financial liabilities are recognized initially at fair value and transaction costs that are attributable to the
acquisition of the financial liabilities are adjusted to the fair value on initial recognition.
Subsequent measurement
Subsequent to initial recognition, all liabilities are measured at amortized cost using the effective interest method
except for derivatives, financial liabilities designated for measurement at FVTPL which are measured at fair value.
De-recognition of financial liabilities
A financial liabilities is de-recognized when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms,
or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the
de-recognition of the original liability and the recognition of a new liability. The difference in the respective
carrying amounts is recognized in the statement of profit and loss.
Offsetting of financial instruments
A financial asset and a financial liability is offset and presented on net basis in the balance sheet when there is a
421current legally enforceable right to set-off the recognised amounts and it is intended to either settle on net basis or
to realise the asset and settle the liability simultaneously.
Reclassification of financial assets and liabilities
We do not reclassify our financial assets and liabilities subsequent to their initial recognition.
Modification of financial assets and financial liabilities
Financial assets
We evaluate whether the cash flows from a financial asset are modified and the modified asset is substantially
different. If the cash flows are substantially different, then the contractual rights to cash flows from the original
financial asset are deemed to have expired. In this case, the original financial asset is derecognised and a new
financial asset is recognised at fair value.
In case the cash flows of the modified asset carried at amortised cost are not substantially different, then the
modification does not result in derecognition of the financial asset. In this case, we recalculate the gross carrying
amount of the financial asset as the present value of the renegotiated or modified contractual cash flows that are
discounted at the financial asset’s original effective interest rate and recognises the amount arising from adjusting
the gross carrying amount as modification gain or loss in statement of profit and loss. Any costs or fees incurred
adjust the carrying amount of the modified financial asset and are amortised over the remaining term of the
modified financial asset. If such a modification is carried out because of financial difficulties of the borrower,
then the gain or loss is presented together with impairment losses. In other cases, it is presented as interest income.
Financial liabilities
We derecognise a financial liability when its terms are modified and the cash flows of the modified liability are
substantially different. In this case, a new financial liability based on the modified terms is recognised at fair
value. The difference between the carrying amount of the financial liability extinguished and the new financial
liability with modified terms is recognised in statement of profit and loss.
Impairment of financial instruments
In accordance with Ind-AS 109, we apply Expected Credit Loss (“ECL”) model for measurement and recognition
of impairment loss for financial assets other than those measured through FVTPL.
Expected credit losses are measured through a loss allowance at an amount equal to:
• The 12-months expected credit losses (expected credit losses that result from those default events on
the financial instrument that are possible within 12 months after the reporting date); or
• Full lifetime expected credit losses (expected credit losses that result from all possible default events over
the life of the financial instrument)
Both LTECLs (Lifetime expected Credit losses) and 12 months ECLs are calculated on collective basis.
Based on the above, we categorise our loans into Stage 1, Stage 2 and Stage 3, as described below:
Stage 1
When loans are first recognised, we recognize an allowance based on 12 months ECL. Stage 1 loans includes
those loans where there is no significant increase in credit risk observed and also includes facilities where the
credit risk has been improved and the loan has been reclassified from stage 2 or stage 3.
Stage 2
When a loan has shown a significant increase in credit risk since origination, we record an allowance for the life
time ECL. Stage 2 loans also includes facilities where the credit risk has improved and the loan has been
reclassified from stage 3 and facilities where the credit risk has been increased due to restructuring and loan has
been reclassified from stage 1.
422Stage 3
Loans considered credit impaired are the loans which are past due for more than 90 days. We record an allowance
for life time ECL.
Definition of Default
We consider a financial instrument as defaulted and considered it as Stage 3 (credit-impaired) for ECL calculations
in all cases, when the borrower becomes more than 90 days past due on its contractual payments.
Significant increase in credit risk
We continuously monitor all assets subject to ECLs. In order to determine whether an instrument or a portfolio of
instruments is subject to 12mECL or LTECL, we assess whether there has been a significant increase in credit
risk since initial recognition. We consider an exposure to have significantly increased in credit risk when
contractual payments are more than 30 days past due.
Calculation of ECLs
The mechanics of ECL calculations are outlined below and the key elements are, as follows:
Probability of Default
Probability of Default (“PD”) is an estimate of the likelihood of default over a given time horizon. A default may
only happen at a certain time over the assessed period, if the facility has not been previously derecognised and is
still in the portfolio.
Exposure at Default
Exposure at Default (“EAD”) is an estimate of the exposure at a future default date, taking into account expected
changes in the exposure after the reporting date.
Loss Given Default
Loss Given Default (“LGD”) is an estimate of the loss arising in the case where a default occurs at a given time.
It is based on the difference between the contractual cash flows due and those that the lender would expect to
receive, including from the realization of any collateral. It is usually expressed as a percentage of the EAD.
We have calculated PD, EAD and LGD to determine impairment loss on the portfolio of loans. At every reporting
date, the above calculated PDs, EAD and LGDs are reviewed and changes in the forward looking estimates are
analysed.
Forward looking information
While estimating the expected credit losses, we review macro-economic developments occurring in the economy
and market it operates in. On a periodic basis, we analyse if there is any relationship between key economic trends
like GDP, Unemployment rates, Benchmark rates set by the Reserve Bank of India, inflation etc. with the estimate
of PD, LGD determined by our Company based on its internal data. While the internal estimates of PD, LGD rates
by our Company may not be always reflective of such relationships, temporary overlays are embedded in the
methodology to reflect such macro-economic trends reasonably.
The mechanics of the ECL method are summarised below:
Stage 1
The 12 months ECL is calculated as the portion of LTECLs that represent the ECLs that result from default events
on a financial instrument that are possible within the 12 months after the reporting date. We calculate the 12
months ECL allowance based on the expectation of a default occurring in the 12 months following the reporting
date. These expected 12-months default probabilities are applied to the EAD and multiplied by the expected LGD.
423Stage 2
When a loan has shown a significant increase in credit risk since origination, we record an allowance for the
LTECLs. The mechanics are similar to those explained above, but PDs and LGDs are estimated over the lifetime
of the instrument.
Stage 3 / Regulatory Stage 3
For loans considered credit-impaired, we recognise the lifetime expected credit losses for these loans. The method
is similar to that for Stage 2 assets, with the PD set at 100%.
Loss allowances for ECL are presented in the statement of financial position as follows:
1. for financial assets measured at amortised cost: as a deduction from the gross carrying amount of the assets;
2. for debt instruments measured at FVTOCI: no loss allowance is recognised in Balance Sheet as the carrying
amount is at fair value.
Write offs
Loans and debt securities are written off when we have no reasonable expectations of recovering the financial asset
(either in its entirety or a portion of it). This is the case when we determine that the borrower does not have assets
or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off. A write-
off constitutes a derecognition event. We may apply enforcement activities to financial assets written off.
Recoveries resulting from our enforcement activities will result in impairment gains.
Derivative financial instruments
We enter into derivative financial instruments, primarily foreign exchange forward contracts, currency swaps and
interest rate swaps, to manage its borrowing exposure to foreign exchange and interest rate risks. Derivatives
embedded in non-derivative host contracts are treated as separate derivatives when their risks and characteristics
are not closely related to those of the host contracts and the host contracts are not measured at FVTPL. Derivatives
are initially recognised at fair value at the date the contracts are entered into and are subsequently remeasured to
their fair value at the end of each reporting period. The resulting gain/loss is recognised in statement of profit and
loss.
Hedge accounting
We make use of derivative instruments to manage exposures to interest rate and foreign currency. In order to
manage particular risks, we apply hedge accounting for transactions that meet specified criteria.
Hedges that meet the criteria for hedge accounting are accounted for, as described below:
Fair value hedges the exposure to changes in the fair value of a recognised asset or liability, or an identified portion
of such an asset, liability, that is attributable to a particular risk and could affect profit or loss.
For designated and qualifying fair value hedges, the cumulative change in the fair value of a hedging derivative
is recognised in the statement of profit and loss in net gain/(loss) on fair value changes. Meanwhile, the cumulative
change in the fair value of the hedged item attributable to the risk hedged is recorded as part of the carrying value
of the hedged item in the balance sheet and is also recognised in the statement of profit and loss in net gain/(loss)
on fair value changes.
Fair value measurement
Fair value is the price at the measurement date, at which an asset can be sold or paid to transfer a liability, in an
orderly transaction between market participants at the measurement date. Our accounting policies require,
measurement of certain financial / non-financial assets and liabilities at fair values (either on a recurring or non-
recurring basis). Also, the fair values of financial instruments measured at amortized cost are required to be
disclosed in the said financial statements. We are required to classify the fair valuation method of the financial /
non-financial assets and liabilities, either measured or disclosed at fair value in the financial statements, using a
424three level fair-value-hierarchy which reflects the significance of inputs used in the measurement). Accordingly,
we use valuation techniques that are appropriate in the circumstances and for which sufficient data is available
to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable
inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorized within the fair value hierarchy.
Level 1 financial instruments
Those where the inputs used in the valuation are unadjusted quoted prices from active markets for identical assets
or liabilities that we have access to at the measurement date. We consider markets as active only if there are
sufficient trading activities with regards to the volume and liquidity of the identical assets or liabilities and when
there are binding and exercisable price quotes available on the balance sheet date.
Level 2 financial instruments
Those where the inputs that are used for valuation and are significant, are derived from directly or indirectly
observable market data available over the entire period of the instrument’s life.
Level 3 financial instruments
Include one or more unobservable input where there is little market activity for the asset/liability at the
measurement date that is significant to the measurement as a whole.
Significant management judgements in applying accounting policies and estimation uncertainty
The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom
equal the actual results. Management also needs to exercise judgement in applying our accounting policy. This
note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items
which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than
those originally assessed. Detailed information about each of these estimates and judgements is included in
relevant notes together with information about the basis of calculation for each affected line item in the financial
statements.
The following are significant management estimation/uncertainty and judgement in applying the accounting
policies of our Company that have the most significant effect on the financial statements:
Defined benefit obligation
Management estimates of these obligation is based on a number of critical underlying assumptions such as
standard rates of inflation, mortality, discount rate and anticipation of future salary increases. Variation in these
assumptions may significantly impact the defined benefit obligation amount and the annual defined benefit
expenses.
Business model assessment
Classification and measurement of financial assets depends on the results of business model and the SPPI test. We
determine the business model at a level that reflects how groups of financial assets are managed together to achieve
a particular business objective. This assessment includes judgement reflecting all relevant evidence including how
the performance of the assets is evaluated and their performance measured, the risks that affect the performance of
the assets and how these are managed and how the managers of the assets are compensated. We monitor financial
assets measured at amortised cost that are derecognised prior to their maturity to understand the reason for their
disposal and whether the reasons are consistent with the objective of the business for which the asset was held.
Monitoring is part of our continuous assessment of whether the business model for which the remaining financial
assets are held continues to be appropriate and if it is not appropriate whether there has been a change in business
model and so a prospective change to the classification of those assets.
Fair value of financial instruments: The fair value of financial instruments is the price that would be received to
sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market
at the measurement date under current market conditions (i.e. an exit price) regardless of whether that price is
directly observable or estimated using another valuation technique. When the fair values of financial assets and
425financial liabilities recorded in the balance sheet cannot be derived from active markets, they are determined using
a variety of valuation techniques that include the use of valuation models. The inputs to these models are taken
from observable markets where possible, but where this is not feasible, estimation is required in establishing fair
values.
Effective Interest Rate (“EIR”) method: We recognize interest income / expense using a rate of return that
represents the best estimate of a constant rate of return over the expected life of the loans given / taken. This
estimation, by nature, requires an element of judgement regarding the expected behaviour and life-cycle of the
instruments, as well as expected changes to other fee income/expense that are integral parts of the instrument.
Recognition of deferred tax assets
The extent to which deferred tax assets can be recognized is based on an assessment of the probability of our
future taxable income against which the deferred tax assets can be utilized.
Property, plant and equipment
Measurement of useful life and residual values of property, plant and equipment and useful life of intangible
assets.
Evaluation of indicators for impairment of assets
The evaluation of applicability of indicators of impairment of assets requires assessment of several external and
internal factors which could result in deterioration of recoverable amount of the assets.
Contingent liabilities
At each balance sheet date basis the management judgment, changes in facts and legal aspects, we assess the
requirement of provisions against the outstanding contingent liabilities. However the actual future outcome may
be different from this judgement.
Impairment of financial assets
At each balance sheet date, based on historical default rates observed over expected life, the management assesses
the expected credit losses on outstanding receivables and advances. Our ECL calculations are outputs of complex
models with a number of underlying assumptions regarding the choice of variable inputs and their
interdependencies.
These estimates and judgements are based on historical experience and other factors, including expectations of
future events that may have a financial impact on our Company and that are believed to be reasonable under the
circumstances. Management believes that the estimates used in preparation of the standalone financial statements
are prudent and reasonable.
Determination of lease term
Ind AS 116 Leases requires lessee to determine the lease term as the non-cancellable period of a lease adjusted
with any option to extend or terminate the lease, if the use of such option is reasonably certain. We make
assessment on the expected lease term on lease by lease basis and thereby assesses whether it is reasonably
certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, we
consider factors such as any significant leasehold improvements undertaken over the lease term, costs relating
to the termination of lease and the importance of the underlying to our operations taking into account the location
of the underlying asset and the availability of the suitable alternatives. The lease term in future periods is
reassessed to ensure that the lease term reflects the current economic circumstances.
Discount rate for lease liability
The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for
a portfolio of leases with similar characteristics. And discount rate of security deposits is generally based on the
SBI deposit rate at the time of deposit.
426Fair value of share-based payments
Estimating fair value for share-based payment transactions requires determination of the most appropriate
valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination
of the most appropriate inputs to the valuation model including the expected life of the share option or appreciation
right, volatility and dividend yield and making assumptions about them. For the measurement of the fair value of
equity-settled transactions with employees at the grant date, we use a Black-Scholes model.
CHANGES IN ACCOUNTING POLICIES
There have been no changes in our accounting policies during the six months ended September 30, 2025 and
September 30, 2024, and during Fiscals 2025, 2024 and 2023.
PRINCIPAL COMPONENTS OF INCOME AND EXPENDITURE
Income
Our total income comprises our revenue from operations and other income.
Revenue from operations
Our revenue from operations comprises: (i) interest income; (ii) fees and commission income; (iii) net gain / (loss)
on derecognition of financial instruments under amortised cost category; and (iv) net gain on fair value changes.
Interest Income: Our interest income comprises primarily (i) interest on loans to customers; (ii) interest on deposits
with banks; and (iii) interest income on treasury bill.
Fees and commission income: Our fees and commission income comprises: (i) servicing fee; (ii) application fee;
and (iii) delay payment charges, registration charges and others.
Net gain / (loss) on derecognition of financial instruments under amortised cost category: Our net gain on
derecognition of financial instruments under amortised cost category comprise net gain on derecognition of portfolio
sold under direct assignment which is generated through direct assignment transactions where the derecognition
criteria as per Ind AS 109 is satisfied, including for transactions of substantially all the risks and rewards relating
to assets being transferred to the buyer, the assets are derecognized. Income from assignment transactions, i.e.,
present value of excess interest spread is recognized and presented under this item.
Net gain on fair value changes: Our net gain on fair value changes comprises (i) gain on sale of mutual funds; (ii)
gain on currency fluctuation (which is mark to market (“MTM”) impact of the hedging instruments to hedge the
foreign currency borrowings); and (iii) gain on fair value of cross currency swap.
Other income
Our other income primarily comprises (i) profit on sale of assets; (ii) profit on early lease termination; and (iii)
miscellaneous income, which includes interest income on income tax refund.
Expenses
Our expenses comprise: (i) finance cost; (ii) net loss on fair value changes; (iii) impairment on financial
instruments; (iv) employee benefit expenses; (v) depreciation and amortization expense; and (vi) other expenses.
Finance costs
Our finance costs comprise interest on (i) debt securities; (ii) borrowings (other than debt securities); (iii) lease
liabilities; (iv) delayed payment of statutory dues; and (v) other finance cost.
Net loss on fair value changes
Net loss on fair value changes comprises (i) loss on fair value of cross currency swaps; and (ii) loss on currency
fluctuation.
427Impairment on financial instruments
Impairment on financial instruments comprises (i) impairment on financial instruments at amortised cost; (ii)
amounts written off (net of recovery); (iii) loss on settlement measured at amortised cost; and (iv) impairment
provision on staff loan.
Employee benefits expense
Employee benefits expense comprises: (i) salaries and wages; (ii) contribution to provident and other funds; (iii)
expenses on employee stock option scheme; (iv) staff welfare expenses; and (v) gratuity expenses.
Other expenses
Our other expenses include (i) rent; (ii) rates and taxes; (iii) communication costs; (iv) printing and stationery; (v)
Legal and Professional charges; (vi) Directors fees (vii) Payment to auditors (viii) corporate social responsibility;
(ix) membership and subscription fees; (x) travel and conveyance; (xi) tour and travelling; (xii) electricity expenses;
(xiii) office expenses; (xiv) CGTMSE premium charge (xv) bank charges; (xvi) Loss on sale of property, plant and
equipment; (xvii) provision on investments; and (xviii) miscellaneous expenses.
NON-GAAP MEASURES
Certain measures such as net interest income, average total assets, average total gross loans, net worth, average net
worth, total gross loans / adjusted net worth, average total gross loans / average net worth, total borrowings, return
on assets, average equity, return on equity, fee and other income, net total income, operating expenses, profit before
credit cost, finance cost ratio, net interest margin, fee and other income ratio, net total income ratio, operating
expenses to net total income ratio, profit before credit cost ratio, credit cost ratio, cost to income ratio, NNPA,
NNPA ratio and provision coverage ratio presented in this Prospectus are a supplemental measure of our
performance and liquidity that is not required by, or presented in accordance with, Ind AS, Indian GAAP, IFRS or
US GAAP. Further, these are not a measurement of our financial performance or liquidity under Ind AS, Indian
GAAP, IFRS or US GAAP and should not be considered in isolation or construed as an alternative to cash flows,
profit/ (loss) for the years/ period or any other measure of financial performance or as an indicator of our operating
performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived
in accordance with Ind AS, Indian GAAP, IFRS or US GAAP. In addition, there are not standardised terms, hence
a direct comparison of these Non-GAAP measures between companies may not be possible. Other companies may
calculate these Non-GAAP measures differently from us, limiting its usefulness as a comparative measure.
Although such Non-GAAP measures are not a measure of performance calculated in accordance with applicable
accounting standards, our Company’s management believes that they are useful to an investor in evaluating us as
they are widely used measures to evaluate a company’s operating performance. For further information, see “Risk
Factors – 61. We have in this Prospectus included certain non-GAAP financial measures and certain other
industry measures related to our operations and financial performance. These non-GAAP measures and
industry measures may vary from any standard methodology that is applicable across the financial services
industry, and therefore may not be comparable with financial or industry related statistical information of
similar nomenclature computed and presented by other companies” and “Other Financial Information” on
pages 66 and 400, respectively.
RESULTS OF OPERATIONS
The following table sets forth certain information with respect to our results of operations on a standalone basis for
the six months ended September 30, 2025 and September 30, 2024:
Particulars Six months ended September 30,
2025 2024
(₹ million) Percentage of (₹ million) Percentage of
Total Income (%) Total Income (%)
Revenue from operations
Interest income 7,338.30 85.03% 6,402.39 89.29%
Fees and commission income 326.86 3.79% 250.04 3.49%
Net gain on derecognition of financial 293.24 3.40% 17.01 0.24%
instruments under amortised cost
Net gain on fair value changes 476.74 5.52% 252.96 3.53%
Total revenue from operations 8,435.14 97.74% 6,922.40 96.54%
Other income 195.08 2.26% 248.05 3.46%
428Particulars Six months ended September 30,
2025 2024
(₹ million) Percentage of (₹ million) Percentage of
Total Income (%) Total Income (%)
Total income 8,630.22 100.00% 7,170.45 100.00%
Finance cost 2,588.64 30.00% 2,292.57 31.97%
Net loss on fair value changes 307.53 3.56% 62.59 0.87%
Impairment on financial instruments 1,729.25 20.04% 1,013.90 14.14%
Employee benefit expenses 2,365.65 27.41% 1,739.09 24.25%
Depreciation and amortization expense 113.43 1.31% 97.63 1.36%
Other expenses 699.94 8.11% 523.58 7.30%
Total expenses 7,804.44 90.43% 5,729.36 79.90%
Profit before tax 825.78 9.57% 1,441.09 20.10%
Tax expense
Current tax 150.97 1.75% 445.72 6.22%
Deferred tax charge / (credit) 28.84 0.33% (82.63) (1.15)%
Income tax expense 179.81 2.08% 363.09 5.06%
Profit for the period 645.97 7.48% 1,078.00 15.03%
Other comprehensive (loss)/ income
Items that will not be reclassified subsequently to profit and loss
Re-measurement gains / (losses) on (4.36) (0.05)% (11.56) (0.16)%
defined benefit plans
Income tax effect 1.11 0.01% 2.90 0.04%
Other comprehensive (loss) / income (3.25) (0.04)% (8.66) (0.12)%
Total comprehensive income for the 642.72 7.45% 1,069.34 14.91%
period
The following table sets forth certain information with respect to our results of operations on a standalone basis for
Fiscals 2025, 2024 and 2023:
Particulars Fiscal
2025 2024 2023
(₹ million) Percentage of (₹ million) Percentage of (₹ million) Percentage of
Total Income Total Income Total Income
(%) (%) (%)
Revenue from operations
Interest income 13,259.64 88.10% 9,486.86 88.52% 5,664.85 88.05%
Fees and commission 544.17 3.62% 478.64 4.47% 254.80 3.96%
income
Net gain on derecognition 375.93 2.50% 189.48 1.77% 125.10 1.94%
of financial instruments
under amortised cost
Net gain on fair value 417.58 2.77% 247.20 2.31% 189.50 2.95%
changes
Total revenue from 14,597.32 96.99% 10,402.18 97.06% 6,234.25 96.91%
operations
Other income 452.55 3.01% 315.32 2.94% 199.10 3.09%
Total income 15,049.87 100.00% 10,717.50 100.00% 6,433.35 100.00%
Finance cost 4,680.03 31.10% 3,265.31 30.47% 1,979.60 30.77%
Net loss on fair value 36.21 0.24% 61.80 0.58% 65.70 1.02%
changes
Impairment on financial 2,888.26 19.19% 1,314.01 12.26% 733.50 11.40%
instruments
Employee benefit expenses 3,796.37 25.23% 2,752.11 25.68% 2,122.00 32.98%
Depreciation and 221.61 1.47% 145.44 1.36% 114.47 1.78%
amortization expense
Other expenses 1,177.27 7.82% 900.27 8.40% 704.12 10.94%
Total expenses 12,799.75 85.05% 8,438.94 78.74% 5,719.39 88.90%
Profit / loss before tax 2,250.12 14.95% 2,278.56 21.26% 713.96 11.10%
Tax expense
Current tax 665.52 4.42% 706.29 6.59% 145.32 2.26%
429Particulars Fiscal
2025 2024 2023
(₹ million) Percentage of (₹ million) Percentage of (₹ million) Percentage of
Total Income Total Income Total Income
(%) (%) (%)
Deferred tax charge / (167.92) (1.12)% (144.52) (1.35)% 169.91 2.64%
(credit)
Income tax expense 497.60 3.31% 561.77 5.24% 315.23 4.90%
Profit / (loss) for the year 1,752.52 11.64% 1,716.79 16.02% 398.73 6.20%
Other comprehensive (loss)/ income
Items that will not be reclassified subsequently to profit and loss
Re-measurement gains / (9.72) (0.06)% (5.61) (0.05)% 39.90 0.62%
(losses) on defined benefit
plans
Income tax effect 2.49 0.02% 1.50 0.01% (10.02) (0.16)%
Other comprehensive (7.23) (0.05)% (4.11) (0.04)% 29.88 0.46%
(loss) / income
Total comprehensive 1,745.29 11.60% 1,712.68 15.98% 428.61 6.66%
income / (loss) for the year
SIX MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO SIX MONTHS ENDED SEPTEMBER
30, 2024
Total income
Our total income increased by 20.36% from ₹ 7,170.45 million in the six months ended September 30, 2024 to ₹
8,630.22 million in the six months ended September 30, 2025, primarily due to increase in the interest income that
is broadly in line with the increase in the On-book AUM. Our on-book AUM increased by 20.33% from ₹ 46,666.65
million in the six months ended September 30, 2024 to ₹ 56,151.92 million in the six months ended September 30,
2025.
Revenue from operations
Our revenue from operations increased by 21.85% from ₹ 6,922.40 million in the six months ended September 30,
2024 to ₹ 8,435.14 million in the six months ended September 30, 2025, primarily due to increase in the interest
income that is broadly in line with the increase in our AUM during the period.
The following table sets forth details of our AUM as of September 30, 2025 and September 30, 2024:
Particulars As of September 30, Increase/ (Decrease) (%)
2025 2024
(₹ million)
AUM
Hypothecation loans 47,608.07 43,931.89 8.37%
Loan against Property* 12,668.15 5,865.75 115.97%
Total AUM 60,276.22 49,797.64 21.04%
*Loan against Property includes Mortgage loans and ‘Saral’ Property Loans.
Interest income
Interest income increased by 14.62% from ₹ 6,402.39 million in the six months ended September 30, 2024 to ₹
7,338.30 million in the six months ended September 30, 2025, primarily due to an increase in interest on loans to
customers that is broadly in line with the increase in the on-book AUM by 20.33% from ₹ 46,666.65 million in the
six months ended September 30, 2024 to ₹ 56,151.92 million in the six months ended September 30, 2025.
Fees and commission income
Fees and commission income increased by 30.72% from ₹ 250.04 million in the six months ended September 30,
2024 to ₹ 326.86 million in the six months ended September 30, 2025, primarily on account of an increase in delay
payment charges, registration charges and others, that increased by 32.02 % from ₹ 175.08 million in the six months
ended September 30, 2024 to ₹ 231.14 million in the six months ended September 30, 2025.
430Net gain on derecognition of financial instruments under amortised cost
Net gain on derecognition of financial instruments under amortised cost increased from ₹ 17.01 million in the six
months ended September 30, 2024 to ₹ 293.24 million in the six months ended September 30, 2025, primarily
because of a higher volume of direct assignment transactions undertaken in the six months ended September 30,
2025.
Net gain on fair value changes
Net gain on fair value changes increased by 88.46% from ₹ 252.96 million in the six months ended September 30,
2024 to ₹ 476.74 million in the six months ended September 30, 2025, primarily due to gain on fair value of cross
currency swap of ₹ 314.14 million in the six months ended September 30, 2025.
Other income
Our other income decreased by 21.35% from ₹ 248.05 million in the six months ended September 30, 2024 to ₹
195.08 million in the six months ended September 30, 2025, mainly due to a decrease in cross selling commission
from ₹ 230.52 million in the six months ended September 30, 2024 to ₹191.08 million in the six months ended
September 30, 2025.
Expenses
Total expenses increased by 36.22% from ₹ 5,729.36 million in the six months ended September 30, 2024 to ₹
7,804.44 million in the six months ended September 30, 2025, primarily due to growth in the business of our
Company. Operating expenses ratio (defined as operating expenses to average total assets) improved from 8.83%
in the six months ended September 30, 2024 to 9.45% in the six months ended September 30, 2025.
Finance cost
Our finance cost increased by 12.91% from ₹ 2,292.57 million in the six months ended September 30, 2024 to ₹
2,588.64 million in the six months ended September 30, 2025, primarily on account of growth in our business and
the resultant increase in funding requirements. Our average borrowings (other than debt securities) increased by
14.27% from ₹ 1,438.43 million in the six months ended September 30, 2024 to ₹ 1,643.64 million in the six months
ended September 30, 2025. However, our average cost of borrowings decreased from 11.64% in the six months
ended September 30, 2024 to 11.21% in the six months ended September 30, 2025.
Net loss on fair value changes
Our net loss on fair value changes from ₹ 62.59 million in the six months ended September 30, 2024 to ₹ 307.53
million in the six months ended September 30, 2025, primarily due to loss on currency fluctuations of ₹ 307.53
million in the six months ended September 30, 2025.
Impairment on financial instruments
Impairment on financial instruments increased by 70.55% from ₹ 1,013.90 million in the six months ended
September 30, 2024 to ₹ 1,729.25 million in the six months ended September 30, 2025, primarily due to a higher
number of delinquencies during this period. Write-offs were ₹ 764.28 million in the six months ended September
30, 2024 that increased to ₹ 1,462.03 million in the six months ended September 30, 2025. This was on account of
higher defaults and delinquencies in our loan portfolio.
Employee benefit expenses
Our employee benefit expenses increased by 36.03% from ₹ 1,739.09 million in the six months ended September
30, 2024 to ₹ 2,365.65 million in the six months ended September 30, 2025, primarily due to an increase in
employee head count to support the growth of our operations. As on September 30, 2024, our total employees were
8,388 and we had 499 branches which increased to 10,459 employees and 568 branches, as on September 30, 2025.
Employee benefit expenses also increased on account of an increase in salaries and wages.
Depreciation and amortisation expense
Our depreciation and amortization expense increased by 16.18% from ₹ 97.63 million in the six months ended
September 30, 2024 to ₹ 113.43 million in the six months ended September 30, 2025, primarily due to an increase
431in fixed assets to meet our growing business requirements.
Other expenses
Our other expenses increased by 33.68% from ₹ 523.58 million in the six months ended September 30, 2024 to ₹
699.94 million in the six months ended September 30, 2025, primarily due to an increase in:
• Travel and conveyance from ₹ 152.89 million in the six months ended September 30, 2024 to ₹ 196.41
million in the six months ended September 30, 2025 on account of increased sales volumes, collections and
AUM volume.
• Legal and professional charges from ₹ 102.33 million in the six months ended September 30, 2024 to ₹
152.05 million in the six months ended September 30, 2025 to meet growth in business requirements.
• Membership and subscription fees (mainly information technology expenses) from ₹ 70.04 million in the
six months ended September 30, 2024 to ₹ 97.09 million in the six months ended September 30, 2025, on
account of increased sales volumes and head count to address growth in our operations.
• Tour and travelling from ₹ 40.21 million in the six months ended September 30, 2024 to ₹ 48.02 million in
the six months ended September 30, 2025 to meet growth in business requirements.
This was partially offset primarily by a decrease in communication costs from ₹ 28.30 million in the six months
ended September 30, 2024 to ₹ 20.99 million in the six months ended September 30, 2025; and miscellaneous
expenses from ₹ 33.74 million in the six months ended September 30, 2024 to ₹ 27.66 million in the six months
ended September 30, 2025.
Profit before tax
For the reasons discussed above, profit before tax was ₹ 825.78 million in the six months ended September 30,
2025 compared to ₹ 1,441.09 million in the in the six months ended September 30, 2024.
Income tax expense
Our income tax expenses decreased from ₹ 363.09 million in the six months ended September 30, 2024 to ₹ 179.81
million in the six months ended September 30, 2025. Current tax expense decreased from ₹ 445.72 million in the
six months ended September 30, 2024 to ₹ 150.97 million in the six months ended September 30, 2025, in line
with decrease in profit before tax. Our deferred tax credit was ₹ 82.63 million in the six months ended September
30, 2024, compared to deferred tax charge of ₹ 28.84 million in the six months ended September 30, 2025.
Profit for the period
Our profit in the six months ended September 30, 2025 was ₹ 645.97 million compared to ₹ 1,078.00 million in the
six months ended September 30, 2024.
FISCAL 2025 COMPARED TO FISCAL 2024
Total income
Our total income increased by 40.42% from ₹ 10,717.50 million in Fiscal 2024 to ₹ 15,049.87 million in Fiscal
2025. This increase was primarily due to an increase in revenue from operations.
Revenue from operations
Our revenue from operations increased by 40.33% from ₹ 10,402.18 million in Fiscal 2024 to ₹ 14,597.32 million
in Fiscal 2025, primarily due to an increase in (i) interest income by 39.77% from ₹ 9,486.86 million in Fiscal 2024
to ₹ 13,259.64 million in Fiscal 2025; (ii) fees and commission income by 13.69% from ₹ 478.64 million in Fiscal
2024 to ₹ 544.17 million in Fiscal 2025; (iii) net gain on derecognition of financial instruments under amortised
cost by 98.40% from ₹ 189.48 million in Fiscal 2024 to ₹ 375.93 million in Fiscal 2025; and (iv) net gain on fair
value changes by 68.92% from ₹ 247.20 million in Fiscal 2024 to ₹ 417.58 million in Fiscal 2025. Further, our
increase in revenue from operations is broadly in line with the increase in AUM due to increase in disbursements,
our AUM increased by 23.99% from ₹ 44,632.91 million in Fiscal 2024 to ₹ 55,338.96 million in Fiscal 2025.
Other reasons include an increase in branch expansion, to cater to underserved and marginalized micro and small
businesses, we expanded our branch network from 478, as of March 31, 2024 to 526, as of March 31, 2025.
432The following table sets forth details of our AUM as of March 31, 2025 and March 31, 2024:
Particulars As of March 31, Increase/ (Decrease) (%)
2025 2024
(₹ million)
AUM
Hypothecation loans 46,099.20 40,104.02 14.95%
Loans Against Property* 9,239.76 4,528.89 104.02%
Total AUM 55,338.96 44,632.91 23.99%
*Loans against property include mortgage loans and ‘Saral’ Property Loans.
Interest income
Interest income increased by 39.77% from ₹ 9,486.86 million in Fiscal 2024 to ₹ 13,259.64 million in Fiscal 2025
primarily due to an increase in loans to customers from ₹ 9,322.30 million in Fiscal 2024 to ₹ 13,026.32 million in
Fiscal 2025.
Fees and commission income
Fees and commission income increased by 13.69% from ₹ 478.64 million in Fiscal 2024 to ₹ 544.17 million in
Fiscal 2025, primarily due to an increase in delay payment charges, registration charges and others from ₹ 310.33
million in Fiscal 2024 to ₹ 388.38 million in Fiscal 2025.
Net gain on derecognition of financial instruments under amortised cost
Net gain on derecognition of financial instruments under amortised cost increased by 98.40% from ₹ 189.48 million
in Fiscal 2024 to ₹ 375.93 million in Fiscal 2025 primarily due to a higher number of direct assignment transactions
undertaken in Fiscal 2025.
Net gain on fair value changes
Net gain on fair value changes increased by 68.92% from ₹ 247.20 million in Fiscal 2024 to ₹ 417.58 million in
Fiscal 2025 primarily due to an increase in gain on sale of mutual funds from ₹ 210.10 million in Fiscal 2024 to ₹
383.65 million in Fiscal 2025, and a gain on fair value of cross currency swap of ₹ 33.93 million in Fiscal 2025.
Other income
Our other income increased by 43.52% from ₹ 315.32 million in Fiscal 2024 compared to ₹ 452.55 million in Fiscal
2025, primarily due to an increase in miscellaneous income from ₹ 312.63 million in Fiscal 2024 to ₹ 447.20 million
in Fiscal 2025.
Expenses
Total expenses increased by 51.67% from ₹ 8,438.94 million in Fiscal 2024 to ₹ 12,799.75 million in Fiscal 2025.
This increase was due to an increase in (i) finance costs; (ii) impairment on financial instruments; (iii) employee
benefit expenses; (iv) depreciation and amortization expenses; and (v) other expenses. This increase was partially
offset by a net loss on fair value changes.
Finance cost
Our finance cost increased by 43.33% from ₹ 3,265.31 million in Fiscal 2024 to ₹ 4,680.03 million in Fiscal 2025,
primarily due to an increase in interest on borrowings (other than debt securities) from ₹ 1,932.40 million in Fiscal
2024 to ₹ 2,863.11 million in Fiscal 2025.
Net loss on fair value changes
Net loss on fair value changes decreased by 41.41% from ₹ 61.80 million in Fiscal 2024 to ₹ 36.21 million in Fiscal
2025, primarily due to MTM impact of hedging instruments to hedge foreign currency borrowings.
Impairment on financial instruments at amortized cost
Impairment on financial instruments at amortized cost increased from ₹ 1,314.01 million in Fiscal 2024 to ₹
2,888.26 million in Fiscal 2025. This was primarily due to an increase in (i) impairment on financial instruments
433at amortised cost from ₹ 768.00 million in Fiscal 2024 to ₹ 818.77 million in Fiscal 2025; and (ii) amounts written
off (net of recovery) from ₹ 529.20 million in Fiscal 2024 to ₹ 2,034.89 million in Fiscal 2025.
Employee benefits expense
Our employee benefit expenses increased by 37.94% from ₹ 2,752.11 million in Fiscal 2024 to ₹ 3,796.37 million
in Fiscal 2025, primarily due to an increase in (i) salaries and wages from ₹ 2,252.00 million in Fiscal 2024 to ₹
3,141.45 million in Fiscal 2025; (ii) contribution to provident and other funds from ₹ 176.10 million in Fiscal 2024
to ₹ 232.65 million in Fiscal 2025; (iii) staff welfare expenses from ₹ 249.91 million in Fiscal 2024 to ₹ 292.32
million in Fiscal 2025; and (iv) expenses on employee stock option scheme from ₹ 47.00 million in Fiscal 2024 to
₹ 92.41 million in Fiscal 2025.
Depreciation and amortisation expense
Our depreciation and amortization expense increased by 52.37% from ₹ 145.44 million in Fiscal 2024 to ₹ 221.61
million in Fiscal 2025, primarily due to an increase led by investment in capital expenditure, in line with the growth
and expansions of our branch size, employee count, and AUM.
Other expenses
Our other expenses increased by 30.77% from ₹ 900.27 million in Fiscal 2024 to ₹ 1,177.27 million in Fiscal 2025,
primarily due to an increase in:
(1) Travel and conveyance from ₹ 293.78 million in Fiscal 2024 to ₹ 337.31 million in Fiscal 2025 on account
of increased sales volumes, collections and AUM volume.
(2) Legal and professional charges from ₹ 153.90 million in Fiscal 2024 to ₹ 229.62 million in Fiscal 2025 to
meet the growth in business requirements.
(3) Membership and subscription fees (mainly information technology expenses) from ₹ 121.06 million in
Fiscal 2024 to ₹ 167.24 million in Fiscal 2025 on account of increased sales volumes and head count to
address growth in our operations.
(4) Tour and travelling from ₹ 68.24 million in Fiscal 2024 to ₹ 94.75 million in Fiscal 2025 to meet growth in
business requirements.
(5) Office expenses from ₹ 61.04 million in Fiscal 2024 to ₹ 69.96 million in Fiscal 2025 to meet growth in
business requirements.
(6) Miscellaneous expenses from ₹ 24.59 million in Fiscal 2024 to ₹ 70.83 million in Fiscal 2025 to meet the
growth in the sales volume and business requirements.
(7) Bank charges from ₹ 22.99 million in Fiscal 2024 to ₹ 35.77 million in Fiscal 2025 to meet the business
growth requirements from increased number of branches.
(8) Rates and taxes from ₹ 25.55 million in Fiscal 2024 to ₹ 41.86 million in Fiscal 2025 to meet the business
growth requirements from increased number of branches.
(9) Electricity expenses from ₹ 14.85 million in Fiscal 2024 to ₹ 19.54 million in Fiscal 2025 on account of an
increased number of branches and increased business operations.
(10) CSR from ₹ 9.36 million in Fiscal 2024 to ₹ 17.48 million in Fiscal 2025 in line with the approved CSR
plans.
This was partially offset primarily by decreases in (i) communication costs from ₹ 63.14 million in Fiscal 2024 to
₹ 55.84 million in Fiscal 2025, and (iii) printing and stationery expenses from ₹ 23.90 million in Fiscal 2024 to ₹
22.96 million in Fiscal 2025.
Profit before tax
For the reasons discussed above, profit before tax was ₹ 2,250.12 million in Fiscal 2025 compared to profit before
tax of ₹ 2,278.56 million in Fiscal 2024.
Tax expense
Our income tax expense decreased from ₹ 561.77 million in Fiscal 2024 to ₹ 497.60 million in Fiscal 2025. Current
tax decreased from ₹ 706.29 million in Fiscal 2024 to ₹ 665.52 million in Fiscal 2025, mainly on account of a
decreased profit before tax. Our deferred tax credit was ₹ 144.52million in Fiscal 2024 compared to a deferred tax
credit of ₹ 167.92 million in Fiscal 2025.
Profit for the year
434Our profit for the year in Fiscal 2025 was ₹ 1,752.52 million while our profit for the year in Fiscal 2024 was ₹
1,716.79 million.
FISCAL 2024 COMPARED TO FISCAL 2023
Total income
Our total income increased by 66.59% from ₹ 6,433.35 million in Fiscal 2023 to ₹ 10,717.50 million in Fiscal 2024.
This increase was primarily due to an increase in revenue from operations.
Revenue from operations
Our revenue from operations increased by 66.86% from ₹ 6,234.25 million in Fiscal 2023 to ₹ 10,402.18 million
in Fiscal 2024, primarily due to an increase in (i) interest income by 67.47% from ₹ 5,664.85 million in Fiscal 2023
to ₹ 9,486.86 million in Fiscal 2024; (ii) fees and commission income by 87.85% from ₹ 254.80 million in Fiscal
2023 to ₹ 478.64 million in Fiscal 2024; (iii) net gain on derecognition of financial instruments under amortised
cost by 51.46% from ₹ 125.10 million in Fiscal 2023 to ₹ 189.48 million in Fiscal 2024; (iv) net gain on fair value
changes by 30.45% from ₹ 189.50 million in Fiscal 2023 to ₹ 247.20 million in Fiscal 2024. Further, our increase
in revenue from operations is broadly in line with the increase in AUM due to increase in disbursements, our AUM
increase by 64.00% from ₹ 27,215.51 million in Fiscal 2023 to ₹ 44,632.91 million in Fiscal 2024. Other reasons
include increase in (i) branch expansion, to cater to underserved and marginalized micro and small businesses, we
expanded our branch network from 398, as of March 31, 2023 to 478, as of March 31, 2024; (ii) branch productivity,
increased 39.14%, with disbursals per branch increasing from ₹ 59.22 million in Fiscal 2023 to ₹ 82.40 million in
Fiscal 2024; and (iii) the productivity of our sales force increased primarily as in Fiscal 2023, each Loan Advisor
(LA) processed 78.83 files on average, as compared to 82.23 files in Fiscal 2024, increasing disbursements from ₹
8.02 million per business officer in Fiscal 2023 to ₹ 10.52 million per business officer in Fiscal 2024.
The following table sets forth details of our AUM as of March 31, 2024 and March 31, 2023:
Particulars As of March 31, Increase/ (Decrease) (%)
2024 2023
(₹ million)
AUM
Hypothecation loans 40,104.02 25,545.95 56.99%
Loans Against Property* 4,528.89 1,669.57 171.26%
Total AUM 44,632.91 27,215.51 64.00%
*Loans against property include mortgage loans and ‘Saral’ Property Loans.
Interest income
Interest income increased by 67.47% from ₹ 5,664.85 million in Fiscal 2023 to ₹ 9,486.86 million in Fiscal 2024
primarily due to an increase in loans to customers from ₹ 5,557.25 million in Fiscal 2023 to ₹ 9,322.30 million in
Fiscal 2024.
Fees and commission income
Fees and commission income increased by 87.85% from ₹ 254.80 million in Fiscal 2023 to ₹ 478.64 million in
Fiscal 2024, primarily due to an increase in delay payment charges, registration charges and cheque dishonour
charges from ₹ 150.20 million in Fiscal 2023 to ₹ 310.33 million in Fiscal 2024.
Net gain on derecognition of financial instruments under amortised cost
Net gain on derecognition of financial instruments under amortised cost increased by 51.46% from ₹ 125.10 million
in Fiscal 2023 to ₹ 189.48 million in Fiscal 2024 primarily due to a decrease in direct assignment deals in Fiscal
2023.
Net gain on fair value changes
Net gain on fair value changes increased by 30.45% from ₹ 189.50 million in Fiscal 2023 to ₹ 247.20 million in
Fiscal 2024 primarily due to an increase in realised gain on investments from ₹ 116.50 million in Fiscal 2023 to ₹
269.90 million in Fiscal 2024.
435Other income
Our other income increased by 58.37% from ₹ 199.10 million in Fiscal 2023 compared to ₹ 315.32 million in Fiscal
2024, primarily due to an increase in miscellaneous income from ₹ 199.10 million in Fiscal 2023 to ₹ 312.63 million
in Fiscal 2024.
Expenses
Total expenses increased by 47.55% from ₹ 5,719.39 million in Fiscal 2023 to ₹ 8,438.94 million in Fiscal 2024.
This increase was due to an increase in (i) finance costs; (ii) impairment on financial instruments; (iii) employee
benefit expenses; and (iv) other expenses. This increase was partially offset by a net loss on fair value changes.
Finance cost
Our finance cost increased by 64.95% from ₹ 1,979.60 million in Fiscal 2023 to ₹ 3,265.31 million in Fiscal 2024,
primarily due to an increase in interest on borrowings (other than debt securities) from ₹ 815.90 million in Fiscal
2023 to ₹ 1,932.40 million in Fiscal 2024.
Net loss on fair value changes
Net loss on fair value changes decreased by 5.94% from ₹ 65.70 million in Fiscal 2023 to ₹ 61.80 million in Fiscal
2024, primarily due to MTM impact of hedging instruments to hedge foreign currency borrowings.
Impairment on financial instruments
Impairment on financial instruments increased by 79.14% from ₹ 733.50 million in Fiscal 2023 to ₹ 1,314.01
million in Fiscal 2024. This was primarily due to an increase in impairment on financial instruments at amortised
cost from ₹ 208.50 million in Fiscal 2023 to ₹ 768.00 million in Fiscal 2024.
Employee benefits expense
Our employee benefit expenses increased by 29.69% from ₹ 2,122.00 million in Fiscal 2023 to ₹ 2,752.11 million
in Fiscal 2024, primarily due to (i) salaries and wages from ₹ 1,743.50 million in Fiscal 2023 to ₹ 2,252.00 million
in Fiscal 2024; (ii) contribution to provident and other funds from ₹ 152.70 million in Fiscal 2023 to ₹ 176.10
million in Fiscal 2024; and (iii) staff welfare expenses from ₹ 144.90 million in Fiscal 2023 to ₹ 249.91 million in
Fiscal 2024.
This was partially offset by a decrease in expense on employee stock option scheme from ₹ 57.00 million in Fiscal
2023 to ₹ 47.00 million in Fiscal 2024, in line with the set policy under which ESOPs are allotted to employees.
Depreciation and amortisation expense
Our depreciation and amortization expense increased by 27.06% from ₹ 114.47 million in Fiscal 2023 to ₹ 145.44
million in Fiscal 2024, primarily due to an increase led by investment in capital expenditure, in line with the growth
and expansions of our branch size, employee count, and AUM.
Other expenses
Our other expenses increased by 27.86% from ₹ 704.12 million in Fiscal 2023 to ₹ 900.27 million in Fiscal 2024,
primarily due to an increase in:
(1) Travel and conveyance from ₹ 240.90 million in the Fiscal 2023 to ₹ 293.78 million in Fiscal 2024 on
account of increased sales volumes, collections and AUM volume.
(2) Legal and professional charges from ₹ 98.60 million in Fiscal 2023 to ₹ 153.90 million in Fiscal 2024 to
meet the growth in business requirements.
(3) Membership and subscription fees (mainly information technology expenses) from ₹ 98.70 million in Fiscal
2023 to ₹ 121.06 million in Fiscal 2024 on account of increased sales volumes and head count to address
growth in our operations.
(4) Tour and travelling from ₹ 51.90 million in Fiscal 2023 to ₹ 68.24 million in Fiscal 2024 to meet growth in
business requirements.
(5) Office expenses from ₹ 53.40 million in Fiscal 2023 to ₹ 61.04 million in Fiscal 2024 to meet the increased
number of branches and head counts.
436(6) Miscellaneous expenses from ₹ 15.19 million in Fiscal 2023 to ₹ 24.59 million in Fiscal 2024 to meet the
growth in the sales volume and business requirements.
(7) Bank charges from ₹ 11.70 million in Fiscal 2023 to ₹ 22.99 million in Fiscal 2024 to meet the business
growth requirements from increased number of branches.
(8) Rates and taxes from ₹ 12.20 million in Fiscal 2023 to ₹ 25.55 million in Fiscal 2024 to meet the business
growth requirements from increased number of branches.
(9) Electricity expenses from ₹ 10.50 million in Fiscal 2023 to ₹ 14.85 million in Fiscal 2024 on account of an
increased number of branches and increased business operations.
(10) CSR from ₹ 5.30 million in Fiscal 2023 to ₹ 9.36 million in Fiscal 2024 in line with the approved CSR plans.
(11) Directors’ fees from ₹ 2.50 million in Fiscal 2023 to ₹ 3.50 million in Fiscal 2024 on account of necessary
meetings conducted during the period.
This was partially offset primarily by decreases in (i) CGTMSE premium charge from ₹ 22.50 million in Fiscal
2023 to ₹ 0.75 million in Fiscal 2024 due to payment of the CGTMSE premium in the previous year; and (ii)
payments to auditors from ₹ 12.23 million in Fiscal 2023 to ₹ 10.49 million in Fiscal 2024 to meet statutory audit
requirements.
Profit before tax
For the reasons discussed above, profit before tax was ₹ 2,278.56 million in Fiscal 2024 compared to profit before
tax of ₹ 713.96 million in Fiscal 2023.
Tax expense
Our income tax expense increased from ₹ 315.23 million in Fiscal 2023 to ₹ 561.77 million in Fiscal 2024. Current
tax increased from ₹ 145.32 million in Fiscal 2023 to ₹ 706.29 million in Fiscal 2024, mainly on account of an
increased profit before tax, which was in line with the growth in the business. Our deferred tax charge was ₹ 169.91
million in Fiscal 2023 compared to a deferred tax credit of ₹ 144.52 million in Fiscal 2024.
Profit for the year
Our profit for the year in Fiscal 2024 was ₹ 1,716.79 million while our profit for the year in Fiscal 2023 was ₹
398.73 million.
FINANCIAL CONDITION
Assets
The table below sets out the principal components of our assets as of the dates indicated:
(₹ million)
Particulars As of September 30, As of March 31,
2025 2024 2025 2024 2023
Financial assets
Cash and cash equivalents 11,451.18 9,261.54 9,311.58 5,265.89 2,726.29
Bank balances other than cash and cash 2,278.04 1,907.89 2,067.31 2,036.70 1,214.16
equivalents
Derivative financial instruments 316.54 24.15 2.41 - 30.70
Loans 53,823.30 45,162.27 49,502.13 40,031.24 25,554.43
Investments 666.03 227.61 417.63 106.09 844.60
Other financial assets 824.75 318.80 606.06 306.55 228.12
Total financial assets 69,359.84 56,902.26 61,907.12 47,746.47 30,598.30
Non-financial assets
Current tax assets (net) 281.14 209.79 184.11 82.77 40.69
Deferred tax assets (net) 582.05 524.90 609.78 439.37 293.35
Property, plant and equipment 155.83 127.48 121.04 89.61 54.65
Right of use assets 383.70 262.94 262.65 214.31 211.50
Intangible assets under development 41.47 23.78 41.30 29.53 4 .70
Intangible assets 23.40 34.64 22.50 13.20 5.50
Other non-financial assets 332.66 104.67 237.78 80.67 51.30
Total non-financial assets 1,800.25 1,288.20 1,479.16 949.46 661.69
437Particulars As of September 30, As of March 31,
2025 2024 2025 2024 2023
Total assets 71,160.09 58,190.46 63,386.28 48,695.93 31,259.99
As of September 30, 2025, we had total assets of ₹ 71,160.09 million, compared to ₹ 63,386.28 million as March
31, 2025, ₹ 58,190.46 million as of September 30, 2024, ₹ 48,695.93 million as of March 31, 2024 and ₹ 31,259.99
million as of March 31, 2023. The increase in our total assets from March 31, 2023 to September 30, 2025 was
primarily on account of an increase in business volumes and loan portfolio.
Financial Assets
Cash and cash equivalents
Our cash and cash equivalents increased from ₹ 2,726.29 million as of March 31, 2023 to ₹ 5,265.89 million as of
March 31, 2024, primarily due to an increase in balances with banks – on current account from ₹ 373.66 million as
of March 31, 2023 to ₹ 2,271.41 million as of March 31, 2024. Cash and cash equivalents increased to ₹ 9,261.54
million as of September 30, 2024 due to an increase in the business volumes and subsequently increased to ₹
9,311.58 million as of March 31, 2025, to meet growth of business requirements and in line with our liquidity
planning. Cash and cash equivalents increased to ₹ 11,451.18 million as of September 30, 2025, due to an increase
in the business volume.
Bank balances other than cash and cash equivalents
Our bank balances other than cash and cash equivalents increased from ₹ 1,214.16 million as of March 31, 2023 to
₹ 2,036.70 million as of March 31, 2024, primarily due to an increase in fixed deposit with original maturity for
more than three months from ₹ 50.00 million as of March 31, 2023 to ₹ 463.43 million as of March 31, 2024; and
an increase in balances held with banks as security against securitization from ₹ 790.17 million as of March 31,
2023 to ₹ 1,508.20 million as of March 31, 2024. Bank balances other than cash and cash equivalents decreased to
₹ 1,907.89 million as of September 30, 2024 in line with our liquidity planning, and subsequently increased to ₹
2,067.31 million as of March 31, 2025 due to an increase in the business volumes. Bank balances other than cash
and cash equivalents increased to ₹ 2,278.04 million as of September 30, 2025, due to an increase in the business
volumes.
Derivative financial instruments
Our derivative financial instruments decreased from ₹ 30.70 million as of March 31, 2023 to nil as of March 31,
2024, primarily due to MTM impact of hedging instruments to hedge foreign currency borrowings. Derivative
financial instruments increased to ₹ 24.15 million as of September 30, 2024 and decreased to ₹ 2.41 million as of
March 31, 2025 due to hedging movements with respect to foreign currency borrowings. Derivative financial
instruments increased to ₹ 316.54 million as of September 30, 2025 due to MTM impact of hedging instruments to
hedge foreign currency borrowings.
Loans
Our loans increased from ₹ 25,554.43 million as of March 31, 2023 to ₹ 40,031.24 million as of March 31, 2024,
primarily due to an increase in business volumes. Loans increased to ₹ 45,162.27 million as of September 30, 2024
due to growth in business and subsequently increased to ₹ 49,502.13 million as of March 31, 2025, due to an
increase in business volumes. Loans increased to ₹ 53,823.30 million as of September 30, 2025, due to an increase
in business volumes.
Investments
Our investments decreased from ₹ 844.60 million as of March 31, 2023 to ₹ 106.09 million as of March 31, 2024,
primarily due to a decrease in mutual fund investments. Investments increased to ₹ 227.61 million as of September
30, 2024 due to an increase in business volume, and subsequently increased to ₹ 417.63 million as of March 31,
2025. Investments increased to ₹ 666.03 million as of September 30, 2025 in line with the increase in business
volume and disbursements
438Other financial assets
Our other financial assets increased from ₹ 228.12 million as of March 31, 2023 to ₹ 306.55 million as of March
31, 2024, primarily due to an increase in other receivables from ₹ 184.08 million as of March 31, 2023 to ₹ 237.25
million as of March 31, 2024. Other financial assets increased to ₹ 318.80 million as of September 30, 2024 to meet
business volumes and subsequently increased to ₹ 606.06 million as of March 31, 2025. Other financial assets
increased to ₹ 824.75 million as of September 30, 2025, due to an increase in the business volumes.
Non-Financial Assets
Current tax assets (net)
Current tax assets (net) increased from ₹ 40.69 million as of March 31, 2023 to ₹ 82.77 million as of March 31,
2024, and subsequently increased to ₹ 209.78 million as of September 30, 2024, primarily due to an increase in
restated profit before tax during these periods. Current tax assets (net) decreased to ₹ 184.11 million as of March
31, 2025 and increased to ₹ 281.14 million as of September 30, 2025 due to a decrease in restated profit before tax
during this period.
Deferred tax assets (net)
Deferred tax assets (net) increased from ₹ 293.35 million as of March 31, 2023 to ₹ 439.37 million as of March 31,
2024, in accordance with ECL movements. Deferred tax assets (net) increased subsequently to ₹ 524.90 million as
of September 30, 2024. Deferred tax assets (net) increased to ₹ 609.78 million as of March 31, 2025 and to ₹ 582.05
million as of September 30, 2025, in accordance with ECL movements.
Property, plant and equipment
Our property, plant and equipment increased from ₹ 54.65 million as of March 31, 2023 to ₹ 89.61 million as of
March 31, 2024, primarily due to an increase in fixed assets required to meet increased business volumes. Property,
plant and equipment increased to ₹ 127.48 million as of September 30, 2024 and subsequently further decreased to
₹ 121.04 million as of March 31, 2025 and increased to ₹ 155.83 million as of September 30, 2025.
Right of use assets
Our right of use assets increased from ₹ 211.50 million as of March 31, 2023 to ₹ 214.31 million as of March 31,
2024, primarily due to an increase in the number of branches and escalation in the rent expenses. Right of use assets
were at ₹ 262.94 million as of September 30, 2024 that subsequently decreased to ₹ 262.65 million as of March 31,
2025, and increased to ₹ 383.70 million as of September 30, 2025.
Intangible assets under development
Our intangible assets under development increased from ₹ 4.70 million as of March 31, 2023 to ₹ 29.53 million as
of March 31, 2024, primarily due to increased business volumes, new branches and employee headcounts.
Intangible assets under development decreased to ₹ 23.78 million as of September 30, 2024 and subsequently
increased to ₹ 41.30 million as of March 31, 2025. Intangible assets under development increased to ₹ 41.47 million
as of September 30, 2025.
Intangible assets
Our intangible assets increased from ₹ 5.50 million as of March 31, 2023 to ₹ 13.20 million as of March 31, 2024
primarily due to increased business volume, new branches and employee head counts. Intangible assets increased
to ₹ 34.64 million as of September 30, 2024 and subsequently decreased to ₹ 22.50 million as of March 31, 2025.
Intangible assets increased to ₹ 23.40 million as of September 30, 2025.
Other non-financial assets
Our other non-financial assets increased from ₹ 51.30 million as of March 31, 2023 to ₹ 80.67 million as of March
31, 2024, primarily due to an increase in business volume and re-grouping of certain balances. Other non-financial
assets increased to ₹ 104.67 million as of September 30, 2024 due to an increase in business volume, and
subsequently increased to ₹ 237.78 million as of March 31, 2025. Other non-financial assets increased to ₹ 332.66
million as of September 30, 2025, due to an increase in business volume.
439Liabilities and Equity
The following table sets forth the principal components of our liabilities as of the dates indicated:
(₹ million)
Particulars As of September 30, As of March 31,
2025 2024 2025 2024 2023
Financial liabilities
Derivative financial instruments - - - 31.52 -
Debt securities 15,109.33 13,873.11 14,181.29 10,223.43 8,998.50
Borrowings (other than debt securities) 37,075.65 26,957.90 31,081.96 24,766.47 13,963.11
Lease liabilities 402.40 285.50 284.11 236.31 242.90
Other financial liabilities 492.14 517.15 481.30 554.23 160.65
Total financial liabilities 53,079.52 41,633.66 46,028.66 35,811.96 23,365.16
Non-financial liabilities
Current tax liabilities (net) 46.00 105.30 45.76 - -
Provisions 492.38 333.39 433.34 302.86 226.70
Other non-financial liabilities 268.47 186.37 289.84 254.64 123.20
Total non-financial liabilities 806.85 625.06 768.94 557.50 349.90
Equity
Equity share capital 377.88 377.88 377.88 399.31 304.53
Other equity 16,895.84 15,553.86 16,210.80 11,927.16 7,240.40
Total equity 17,273.72 15,931.74 16,588.68 12,326.47 7,544.93
Total Liabilities and Equity 71,160.09 58,190.46 63,386.28 48,695.93 31,259.99
As of September 30, 2025, we had total liabilities and equity of ₹ 71,160.09 million, compared to ₹ 63,386.28
million as of March 31, 2025, ₹ 58,190.46 million as of September 30, 2024, ₹ 48,695.93 million as of March 31,
2024 and ₹ 31,259.99 million as of March 31, 2023. The increase in our total liabilities and equity from March 31,
2023 to September 30, 2025 was primarily on account of an increase in the business and equity and borrowings
raised to meet the increased business requirements.
Financial Liabilities
Derivative financial instruments
Derivative financial instruments increased from nil as of March 31, 2023 to ₹ 31.52 million as of March 31, 2024
on account of hedging on the foreign currency borrowings. Derivative financial instruments decreased to nil as of
September 30, 2024 on account of hedging on the foreign currency borrowings. Subsequently, derivative financial
instruments remained at nil as of March 31, 2025 and September 30, 2025 on account of hedging on the foreign
currency borrowings.
Debt securities
Debt securities increased from ₹ 8,998.50 million as of March 31, 2023 to ₹ 10,223.43 million as of March 31,
2024 on account of increased borrowings to meet the business growth and expansions. Debt securities increased to
₹ 13,873.11 million as of September 30, 2024 on account of increased borrowings to meet business growth
requirements. Debt securities further increased to ₹14,181.29 million as of March 31, 2025 and then increased to ₹
15,109.33 million as of September 30, 2025.
Borrowings (other than debt securities)
Borrowings increased from ₹ 13,963.11 million as of March 31, 2023 to ₹ 24,766.47 million as of March 31, 2024,
owing to increase in (i) secured term loans from other financial institutions (ii) secured term loans from external
commercial borrowings, (iii) unsecured term loans from other financial institutions; (iv) liabilities in respect of
securitised transactions from non-banking financial companies. Borrowings increased to ₹ 26,957.90 million as of
September 30, 2024 on account of increased borrowings to meet business growth requirements. Borrowings further
increased to ₹ 31,081.96 million as of March 31, 2025 and then increased to ₹ 37,075.65 million as of September
30, 2025.
440Lease liabilities
Lease liabilities decreased from ₹ 242.90 million as of March 31, 2023 to ₹236.31 million as of March 31, 2024.
Lease liabilities increased to ₹ 285.50 million as of September 30, 2024 on account of an increase in rent payable
pursuant to an increase in the number of branches, and then decreased to ₹284.11 million as of March 31, 2025.
Subsequently, lease liabilities increased to ₹ 402.40 million as of September 30, 2025.
Other financial liabilities
Other financial liabilities increased from ₹160.65 million as of March 31, 2023 to ₹554.23 million as of March 31,
2024, primarily due to an increase in the business volumes. Other financial liabilities decreased to ₹ 517.15 million
as of September 30, 2024 on account of a decrease in expenses payable and then decreased to ₹ 481.30 million as
of March 31, 2025. Other financial liabilities increased further to ₹ 492.14 million as of September 30, 2025.
Non-Financial Liabilities
Current tax liabilities (net)
Current tax liabilities (net) were nil as of each of March 31, 2023 and March 31, 2024, as there were no liabilities
to be discharged as of such dates. Subsequently, current tax liabilities increased to ₹ 105.30 million as of September
30, 2024, ₹ 45.76 million as of March 31, 2025 and ₹ 46.00 million as of September 30, 2025.
Provisions
Provisions increased from ₹ 226.70 million as of March 31, 2023 to ₹ 302.86 million as of March 31, 2024 on
account of an increase in business transactions and increased employee headcounts. Provisions increased to ₹
333.39 million as of September 30, 2024 due to an increase in gratuity and leave encashment provision and
subsequently increased to ₹ 433.34 million as of March 31, 2025. Provisions then increased to ₹ 492.38 million as
of September 30, 2025.
Other non-financial liabilities
Other non-financial liabilities increased from ₹ 123.20 million as of March 31, 2023 to ₹ 254.64 million as of
March 31, 2024 due to an increase in the business volume. Other non-financial liabilities decreased to ₹ 186.37
million as of September 30, 2024 due to a decrease in EMIs and interest received in advance from customers, and
subsequently increased to ₹ 289.84 million as of March 31, 2025 due to an increase in business volume. Other non-
financial liabilities then decreased to ₹ 268.47 million as of September 30, 2025.
Equity
As of September 30, 2025, our total equity was ₹ 17,273.72 million, representing 24.27% of our total assets. As of
March 31, 2025, our total equity was ₹16,588.68 million, representing 26.17% of our total assets. As of September
30, 2024, our total equity was ₹ 15,931.74 million, representing 27.38% of our total assets. As of March 31, 2024,
our total equity was ₹12,326.47 million, representing 25.31% of our total assets. As of March 31, 2023, our total
equity was ₹7,544.93 million, representing 24.14% of our total assets. The increase in our total equity from March
31, 2023 to September 30, 2025 was primarily due to accumulated profits and certain equity raises during the period.
In Fiscal 2025, we have raised nil equity.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity and Capital Resources
We fund our operations through equity share capital and other equity, which includes retained profits, and
borrowings. Our primary source of funding is borrowings. Our strategy is to raise long-term borrowings and
maintain a judicious mix of borrowings between banks, money markets and deposits. Our objective is to maintain
appropriate levels of capital to support our business strategy taking into account the regulatory, economic and
commercial environment. We aim to maintain a strong capital base to support the risks inherent to our business and
growth strategies. We endeavour to maintain a higher capital base than the mandated regulatory capital at all times.
We actively manage our liquidity and capital position by raising funds periodically. We regularly monitor our
capital levels to ensure that we are able to satisfy the requirements for loan disbursements and maturity of our
liabilities. All our loan agreements contain a number of covenants including financial covenants. For further
441information, see “Financial Indebtedness” and “Risk Factors – 9. We are subject to various covenants and
obligations under our financing arrangements. Inability to meet our obligations could adversely affect our
business, results of operations, cash flows and financial condition” on pages 407and 41, respectively.
Cash Flows
The following table sets forth certain information relating to our cash flows in the periods indicated:
Particulars For the six months ended For the year ended March 31,
September 30,
2025 2024 2025 2024 2023
(₹ million)
Net cash used in operating activities (A) (4,548.76) (4,188.45) (8,117.78) (13,228.26) (7,203.90)
Net cash used in investing activities (B) (147.63) (26.70) (386.04) 830.44 782.11
Net cash generated from financing activities (C) 6,835.99 8,210.80 12,549.41 14,937.42 7,619.68
Net increase / (decrease) in cash and cash 2,139.60 3,995.65 4,045.59 2,539.60 1,197.89
equivalents (A + B + C)
Cash and cash equivalents at the end of the year/ 11,451.18 9,261.54 9,311.58 5,265.89 2,726.29
period
Operating Activities
Six months ended September 30, 2025
Net cash used in operating activities was ₹ 4,548.76 million for the six months ended September 30, 2025. While
our profit before tax was ₹ 825.78 million, we had an operating profit before working capital changes of ₹ 2,258.85
million. This was primarily due to addition of loans and advances written-off amounting to ₹ 1,462.03 million and
impairment of financial instruments amounting to ₹ 239.75 million.
Our working capital adjustments primarily comprised an increase in bank balances not considered as cash and cash
equivalents of ₹ 210.72 million, increase in loan portfolio of ₹ 6,074.41 million, increase in other financial assets
of ₹ 223.25 million, increase in other non-financial assets of ₹ 94.90 million, increase in other financial liabilities
(excluding lease liabilities) of ₹ 9.97 million, decrease in other non-financial liabilities of ₹ 21.28 million and
increase in provisions of ₹ 54.74 million. Cash used in operations was ₹ 4,301.00 million. Income tax paid was ₹
247.76 million.
Six months ended September 30, 2024
Net cash used in operating activities was ₹ 4,188.45 million for the six months ended September 30, 2024. While
our profit before tax was ₹ 1,441.09 million, we had an operating profit before working capital changes of ₹
2,433.78 million. This was primarily due to addition of impairment of financial instruments of ₹ 240.22 million
and loans and advances written-off of ₹ 783.51 million.
Our working capital adjustments primarily comprised a decrease in bank balances not considered as cash and cash
equivalents of ₹ 128.81 million, increase in loan portfolio of ₹ 6,164.16 million, increase in other financial assets
of ₹ 13.20 million, increase in other non-financial assets of ₹ 24.00million, decrease in other financial liabilities
(excluding lease liabilities) of ₹ 32.94 million, decrease in other non-financial liabilities of ₹ 68.27 million and
increase in provisions of ₹ 18.97 million. Cash used in operations was ₹ 3,721.01 million. Income tax paid was ₹
467.44 million.
Fiscal 2025
Net cash used in operating activities was ₹ 8,117.78 million in Fiscal 2025. While our profit before tax was ₹
2,250.12 million, we had an operating profit before working capital changes of ₹ 5,481.09 million. This was
primarily due to addition of impairment of financial instruments of ₹ 824.07 million, loans and advances written-
off of ₹ 2,162.81 million, depreciation and impairment of property, plant and equipment of ₹ 109.61 million,
depreciation on right of use assets of ₹ 112.00 million, and provision on investment of ₹ 290.51 million.
Our working capital adjustments primarily comprised an increase in bank balances not considered as cash and cash
equivalents of ₹ 30.61 million, increase in loan portfolio of ₹ 12,487.07 million, increase in other financial assets
of ₹ 300.40 million, increase in other non-financial assets of ₹ 157.11 million, decrease in other financial liabilities
(excluding lease liabilities) of ₹ 67.03 million, increase in other non-financial liabilities of ₹ 35.20 million and
442increase in provisions of ₹ 120.76 million. Cash used in operations was ₹ 7,405.16 million. Income tax paid was ₹
712.62 million.
Fiscal 2024
Net cash used in operating activities was ₹ 13,228.26 million in Fiscal 2024. While our profit before tax was ₹
2,278.56 million, we had an operating profit before working capital changes of ₹ 3,677.20 million. This was
primarily due to addition of impairment of financial instruments of ₹ 768.00 million, loans and advances written
off amounting to ₹ 553.14 million, depreciation on right of use assets amounting to ₹ 94.59 million, loss on fair
value of cross currency swap of ₹ 62.16 million as well as depreciation and impairment of property, plant and
equipment amounting to ₹ 50.85 million.
Our working capital adjustments primarily comprised an increase in loan portfolio amounting to ₹ 15,814.73
million on account of increased business requirements in line with the growth in the business, an increase in bank
balances not considered as cash and cash equivalents amounting to ₹ 822.54 million, an increase in other financial
liabilities (excluding lease liabilities) amounting to ₹ 390.24 million and an increase in other non-financial liabilities
amounting to ₹ 131.43 million. Cash used in operations was ₹ 12,479.89 million. Income tax paid was ₹ 748.37
million.
Fiscal 2023
Net cash used in operating activities was ₹ 7,203.90 million in Fiscal 2023. While our profit before tax was ₹ 713.96
million, we had an operating profit before working capital changes of ₹ 1,525.39 million. This was primarily due
to loans and advances written off amounting to ₹ 500.00 million, impairment of financial instruments of ₹ 208.50
million, as well as profit on sale of mutual fund units amounting to ₹ 118.54 million.
Our working capital adjustments primarily comprised an increase in loan portfolio amounting to ₹ 9,410.83 million
on account of increased business requirements in line with the growth in the business, a decrease in bank balances
not considered as cash and cash equivalents amounting to ₹ 1,029.54 million, a decrease in other financial liabilities
(excluding lease liabilities) amounting to ₹ 167.10 million, and an increase in other non-financial liabilities
amounting to ₹ 59.75 million. Cash used in operations was ₹ 7,115.23 million. Income tax paid was ₹ 88.67 million.
Investing Activities
Six months ended September 30, 2025
Net cash used in investing activities was ₹ 147.63 million in the six months ended September 30, 2025, primarily
on account of purchase of investments of ₹ 50,811.37 million and purchase of property, plant and equipment
(excluding right of use assets) of ₹ 88.14 million, which was largely offset by sale of investments of ₹
50,749.48million.
Six months ended September 30, 2024
Net cash used in investing activities was ₹ 26.70 million in the six months ended September 30, 2024, primarily on
account of purchase of investments of ₹ 53,650.26 million and purchase of property, plant and equipment
(excluding right of use assets) of ₹ 103.68 million, which was largely offset by sale of investments of ₹
53,726.03million.
Fiscal 2025
Net cash used in investing activities was ₹ 386.04 million in Fiscal 2025, primarily on account of purchase of
investments of ₹ 111,739.50 million and purchase of property, plant and equipment (excluding right of use assets)
of ₹ 168.93 million, which was largely offset by sale of investments of ₹ 111,521.10 million.
Fiscal 2024
Net cash generated in investing activities was ₹ 830.44 million in Fiscal 2024, primarily on account of sale of
investments accounting for ₹ 72,831.11 million, which was partially offset by purchase of investments amounting
to ₹ 71,885.00 million and purchase of property, plant and equipment, excluding right of use assets amounting to
₹ 116.13 million.
443Fiscal 2023
Net cash generated in investing activities was ₹ 782.11 million in Fiscal 2023, primarily on account of sale of
investments accounting for ₹ 38,264.50 million, which was offset by purchase of investments amounting to ₹
37,438.10 million and purchase of property, plant and equipment, excluding right of use assets amounting to ₹
44.29 million.
Financing Activities
Six months ended September 30, 2025
Net cash generated from financing activities was ₹ 6,835.99 million in the six months ended September 30, 2025,
primarily on account of proceeds from issue of debt securities of ₹ 3,750.00 million and proceeds from borrowings
(other than debt securities) of ₹ 16,074.73million. These were primarily offset on account of redemption of debt
securities of ₹ 2,821.96 million, repayment of borrowings (other than debt securities) of ₹ 10,081.04 million and
payment of lease liabilities (including interest) of ₹ 85.74 million.
Six months ended September 30, 2024
Net cash generated from financing activities was ₹ 8,210.80million in the six months ended September 30, 2024,
primarily on account of proceeds from issue of debt securities of ₹ 6,240.00 million and proceeds from borrowings
(other than debt securities) of ₹ 12,859.98million. These were primarily offset on account of redemption of debt
securities of ₹ 2,590.32 million, repayment of borrowings (other than debt securities) of ₹ 10,731.19 million and
payment of lease liabilities (including interest) of ₹ 66.18 million.
Fiscal 2025
Net cash generated from financing activities was ₹ 12,549.41 million in Fiscal 2025, primarily on account of
proceeds from issue of equity shares (including securities premium net of issue expenses) of 2,424.56 million,
proceeds from issue of debt securities of ₹ 9,290.00 million and proceeds from borrowings (other than debt
securities) of ₹ 28,316.00 million. These were primarily offset on account of redemption of debt securities of ₹
5,332.14 million, repayment of borrowings (other than debt securities) of ₹ 22,000.51 million and payment of lease
liabilities (including interest) of ₹ 148.50 million.
Fiscal 2024
Net cash generated from financing activities was ₹ 14,937.42 million in Fiscal 2024 on account of proceeds from
borrowings (other than debt securities) amounting to ₹ 28,395.00 million, proceeds from issue of debt securities
amounting to ₹ 6,787.00 million, and proceeds from issue of equity shares (including securities premium)
amounting to ₹ 3,020.87 million. These were primarily offset on account of repayment of borrowings (other than
debt securities) amounting to ₹ 17,591.63 million, redemption of debt securities amounting to ₹ 5,562.07 million,
and payment of lease liabilities (including interest) amounting to ₹ 112.70 million.
Fiscal 2023
Net cash generated from financing activities was ₹ 7,619.68 million in Fiscal 2023 on account of proceeds from
borrowings (other than debt securities) amounting to ₹ 12,677.23 million, proceeds from issue of debt securities
amounting to ₹ 4,926.51 million. These were primarily offset on account of redemption of debt securities amounting
to ₹ 5,150.31 million, and repayment of borrowings (other than debt securities) amounting to ₹ 4,736.35 million.
Financial Indebtedness
Our Company has availed loans and other financing arrangements in the ordinary course of business primarily for
onward lending to our borrowers and to meet its business requirements.
As of September 30, 2025, our total borrowings were ₹ 52,184.98 million, excluding lease liabilities of ₹ 402.40
million. The following table sets forth certain information relating to outstanding indebtedness as of September
30, 2025 and our repayment obligations in the periods indicated:
444Payment due by period
Total Less than one 1-3 years 3-5 years More than 5
year years
(₹ million)
Debt securities 15,109.33 5,106.39 8,189.40 1,813.54 0
Borrowings (other than debt securities) 37,075.65 16,911.52 19,829.88 334.25 0
Total Borrowings 52,184.98 22,017.91 28,019.28 2,147.79 0
Contingent Liabilities and Commitments
The following table sets forth our contingent liabilities and capital commitments as of September 30, 2025:
As of September 30, 2025
Particulars
(₹ million)
Contingent liability
Income tax laws 129.52
TDS demand 28.50
GST demand 0.90
Total 158.92
Commitments
Commitments related to loans sanctioned but not disbursed 465.07
For further information, please see “Restated Financial Information – Note 33 – Contingent Liabilities and
commitments” on page 344.
Off-Balance Sheet Commitments and Arrangements
Other than as disclosed in this Prospectus, we have no other off-balance sheet commitments and arrangements that
materially affect our financial condition or results of operations.
Capital Expenditures / Additions to Property, Plant and Equipment
Our capital expenditures consist principally of IT assets such as laptops, computer hardware and software. In Fiscals
2023, 2024 and 2025 and in the six months ended September 30, 2024 and September 30, 2025, we incurred ₹
40.31 million, ₹ 91.19 million, ₹151.25 million, ₹ 105.29 million and ₹88.70 million, respectively, towards the
purchase of property, plant and equipment, acquiring right to use assets for our leased premises and investment
property.
Capital to Risk-weighted Assets Ratios (“CRAR”)
The following table sets forth certain details of our CRAR, as of the dates indicated:
Particulars As of September 30, As of March 31,
2025 2024 2025 2024 2023
(₹ million, except percentages)
Tier I Capital 14,262.45 13,976.85 14,295.19 10,587.63 6,563.76
Tier II Capital - - - -
Total Capital 14,262.45 13,976.85 14,295.19 10,587.63 6,563.76
Risk Weighted Assets 44,201.26 37,163.92 40,940.80 32,292.76 21,124.92
Capital Ratios
Tier I Capital (as a Percentage of Total 32.27% 37.61% 34.92% 32.79% 31.07%
Risk Weighted Assets (%))
Tier II Capital (as a Percentage of Total - - - - -
Risk Weighted Assets (%))
Total (%) 32.27% 37.61% 34.92% 32.79% 31.07%
For further information in relation to CRAR, see “Risk Factors – 24. We are subject to the regulatory framework
governing the financial services industry, including the various regulatory requirements of the Reserve Bank
of India (“RBI”). Non-compliance of the regulations or changes in existing regulations could adversely affect
our business, results of operations and prospects.” on page 50.
445Credit Ratings
For information on our credit ratings, see “Our Business – Credit Ratings” on page 247.
Related Party Transactions
We enter into various transactions with related parties in the ordinary course of business. For further information
relating to our related party transactions, see “Summary of this Prospectus – Summary of Related Party
Transactions” on page 27.
Quantitative and Qualitative Disclosure about Financial Risk Management Framework
Our principal financial liabilities comprise borrowings from banks and debentures. The main purpose of these
financial liabilities is to finance our operations and to support its operations. Our financial assets include loan and
advances, investments and cash and cash equivalents that derive directly from its operations. In the course of its
business, we are exposed to certain financial risks namely credit risk, interest risk, price risk, currency risk and
liquidity risk. Our primary focus is to achieve better predictability of financial markets and seek to minimize
potential adverse effects on its financial performance.
Our board of directors has an overall responsibility for the establishment and oversight of our risk management
framework. The board of directors has established the risk management committee and asset liability committee,
which is responsible for developing and monitoring our risk management policies. The committee reports regularly
to the board of directors on its activities.
Our risk management policies are established to identify and analyse the risks faced by our Company, to set
appropriate risk limits and controls and to monitor risks and adherence to limits. risk management policies and
systems are reviewed regularly to reflect changes in market conditions and our activities.
Our risk management committee oversees how management monitors compliance with our risk management
policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced
by our Company.
Credit risk
Credit risk is the risk that we will incur a loss because its customers fail to discharge their contractual obligations.
We have a comprehensive framework for monitoring credit quality of its loans and advances primarily based on
days past due monitoring at year end. Repayment by individual customers and portfolio is tracked regularly and
required steps for recovery are taken through follow ups and legal recourse. Concentrations arise when a number
of counterparties are engaged in similar business activities, or activities in the same geographical region, or have
similar economic features that would cause their ability to meet contractual obligations to be similarly affected by
changes in economic, political or other conditions. In order to avoid excessive concentrations of risk, our policies
and procedures include specific guidelines to focus on spreading its lending portfolio across various products /
states / customer base with a cap on maximum limit of exposure for an individual / Group.
Liquidity risk
Liquidity risk is the risk that we will encounter difficulty in meeting the obligations associated with our financial
liabilities (other than derivatives) that are settled by delivering cash or another financial asset. It also refers to the
risk that we are not able to meet our short term or long term gratuity pay-outs. This may arise due to non-availability
of enough cash or cash equivalents to meet the liabilities, or holding of illiquid assets not being sold in time. Our
approach to managing liquidity is to ensure as far as possible, that we will have sufficient liquidity to meet our
liabilities when they are due.
Liquidity risk management in our Company is managed as per the guidelines of Board-approved Asset-Liability
Management (“ALM”) Policy which is monitored by the Asset Liability Committee. The ALM Policy provides
the governance framework for the identification, measurement, monitoring and reporting of liquidity risk arising
out of our lending and borrowing activities. We maintain flexibility in funding by maintaining availability under
committed credit lines. Our Management monitors our liquidity positions (also comprising the undrawn borrowing
facilities) and cash and cash equivalents on the basis of expected cash flows. We also take into account liquidity of
the market in which we operate.
446Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price
risk, such as equity price risk and commodity price risk. Financial instruments affected by market risk include
foreign currency receivables.
Foreign currency risk
Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange
rates. Foreign currency risk for us arises majorly on account of foreign currency borrowings. When a derivative is
entered into for the purpose of being as hedge, we negotiate the terms of those derivatives to match with the terms
of the hedge exposure. Our policy is to fully hedge its foreign currency borrowings at the time of drawdown and
remain so till repayment. We hold derivative financial instruments such as cross currency interest rate swap to
mitigate risk of changes in exchange rate in foreign currency and floating interest rate. The counterparty for these
contracts is generally a bank. These derivative financial instruments are valued based on quoted prices for similar
assets and liabilities in active markets or inputs that are directly or indirectly observable in market place.
Interest rate risk
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of change in
market interest rates. We do not have any exposure to the risk of changes in market interest rates as we do not
have any borrowings/loans on fluctuating interest rates except as stated in the “Restated Financial Statements”
on page 304.
Auditor’s Observations
Our Statutory Auditors have not included any qualifications, reservations or adverse remarks in the Restated
Financial Statements. Additionally, see “Risk Factors – 23. Our Statutory Auditors have included a remark
under the section ‘Other Legal and Regulatory Requirements’ in their audit reports for Fiscals 2024 and 2025.”
on page 49.
Unusual or infrequent Events or Transactions
Except as described in this Prospectus, there have been no unusual or infrequent events or transactions that have in
the past or may in the future affect our business operations or future financial performance.
Known Trends or Uncertainties
Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising
from the trends identified above in “—Significant Factors affecting our Results of Operations and Financial
Condition” and the uncertainties described in “Risk Factors” on pages 410 and 33, respectively. Except as
discussed in this Prospectus, there are no known trends or uncertainties that have or had or are expected to have a
material adverse impact on our revenues or income.
Significant Economic Changes that Materially Affect or are Likely to Affect Income from Continuing
Operation
Our business has been subject, and we expect it to continue to be subject, to significant economic changes that
materially affect or are likely to affect income from continuing operations identified above in “—Significant
Factors affecting our Results of Operations and Financial Condition” and the uncertainties described in “Risk
Factors” on pages 410 and 33, respectively.
Recent accounting pronouncements
As on the date of this Prospectus, there are no recent accounting pronouncements, which we believe would have a
material effect on our financial condition or results of operations.
New Products or Business Segments
Except as described in this Prospectus, we have not publicly announced any new products or business segments
447nor have there been any material increases in our revenues due to increased disbursements and the introduction of
new products.
Future Relationship Between Cost and Income
Other than as described elsewhere in the sections “Risk Factors”, “Our Business” and “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” on pages 33, 218 and 410, respectively, to our
knowledge, there are no known factors that will have a material adverse impact on our operations and financial
condition.
Significant Dependence on a Single or Few Customers or Suppliers
Given the nature of our business operations, we do not believe our business is dependent on any single or a few
customers.
Competitive Conditions
We operate in a competitive environment. See sections, “Our Business”, “Industry Overview”, “Risk Factors—
17. Our inability to compete effectively in an increasingly competitive industry may adversely affect our market
share, business and financial condition.” And “— Significant Factors affecting our Results of Operations and
Financial Condition – Competition” on pages 218, 154, 47 and 410, respectively.
Seasonality/Cyclicality of Business
Our business may be affected by seasonal trends in the Indian economy. For further information, see “Risk Factors
– 31. Our business is subject to seasonality, which may contribute to fluctuations in our results of operations
and financial condition.” on page 53.
Significant Developments After September 30, 2025 That May Affect our Future Results of Operations
Other than as disclosed in this Prospectus, to our knowledge no circumstances have arisen since September 30,
2024 that could materially and adversely affect or are likely to affect, our operations or profitability, or the value
of our assets or our ability to pay our material liabilities within the next 12 months.
448SELECTED STATISTICAL INFORMATION
The following information is included for analytical purposes and should be read in conjunction with our “Restated Financial Statements” on page 304 as well as “Our
Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 218 and 410, respectively. Certain ratios for the six
months ended September 30, 2024 and September 30, 2025 have been presented on an annualized basis, as indicated in this Prospectus. Unless the context otherwise requires,
in this section, references to “the Company”, “our Company”, “we”, “us” and “our” refer to Aye Finance Limited on a standalone basis.
Certain non-GAAP measures presented in this Prospectus are a supplemental measure of our performance and liquidity that are not required by, or presented in accordance
with, Ind AS, Indian GAAP, or IFRS. We compute and disclose such non-GAAP financial measures and such other statistical information relating to our operations and
financial performance as we consider such information to be useful measures of our business and financial performance, and because such measures are frequently used by
securities analysts, investors and others to evaluate the operational performance of financial services businesses, many of which provide such non-GAAP financial measures
and other statistical and operational information when reporting their financial results. Such non-GAAP measures are not measures of operating performance or liquidity
defined by generally accepted accounting principles. These non-GAAP financial measures and other statistical and other information relating to our operations and financial
performance may not be computed on the basis of any standard methodology that is applicable across the industry and therefore may not be comparable to financial measures
and statistical information of similar nomenclature that may be computed and presented by banks or financial institutions in India or elsewhere. Other companies may calculate
the non-GAAP Measures differently from us, limiting its utility as a comparative measure. See “Certain Conventions, Use of Financial Information and Market Data and
Currency of Presentation — Financial Data – Non-Generally Accepted Accounting Principles Financial Measures” on page 16, and “Risk Factors — 61. We have in this
Prospectus included certain non-GAAP financial measures and certain other industry measures related to our operations and financial performance. These non-GAAP
measures and industry measures may vary from any standard methodology that is applicable across the financial services industry, and therefore may not be comparable
with financial or industry related statistical information of similar nomenclature computed and presented by other companies” on page 66.
Return on Equity and Assets
The following table sets forth, as of and for the periods/years indicated, our key financial and operational metrics:
As of / For the Six Months Ended As of / For the Financial Year
September 30,
2025 2024 2025 2024 2023
(₹ million, except percentages and per share data)
Profit for the period / year 645.97 1,078.00 1,752.52 1,716.79 398.73
AUM(1) 60,276.22 49,797.64 55,338.96 44,632.91 27,215.51
Average AUM(2) 57,807.59 47,215.28 49,985.94 35,924.21 22,250.19
On-book AUM(3) 56,151.92 46,666.65 51,573.32 41,296.60 26,056.88
Off-book AUM 4,583.91 3,518.35 4,163.24 3582.90 1,098.65
Total Assets(4) 71,160.09 58,190.46 63,386.28 48,695.93 31,259.99
Average Total Assets(5) 67,273.19 53,443.19 56,041.10 39,977.96 27,210.82
Net Worth(6) 17,273.72 15,931.74 16,588.68 12,326.47 7,544.93
Average Net Worth(7) 16,931.20 14,129.10 14,457.58 9,935.70 7,302.09
449As of / For the Six Months Ended As of / For the Financial Year
September 30,
2025 2024 2025 2024 2023
(₹ million, except percentages and per share data)
Total Borrowings(8) 52,184.98 40,831.01 45,263.25 34,989.90 22,961.61
Average Total Borrowings(9) 46,186.85 39,378.79 40,453.98 28,643.78 16,780.36
Return on Average Total Assets (%)(10) 1.92% 4.03% 3.13% 4.29% 1.47%
Return on Average Equity (%) (11) 7.63% 15.26% 12.12% 17.28% 5.46%
Basic Earnings Per Equity Share(12)** 3.37 6.09 9.51 10.62 2.57
Diluted Earnings Per Equity Share(12)** 3.32 5.97 9.34 10.50 2.54
Net Asset Value Per Equity Share(13) 88.66 88.23 88.38 75.41 48.05
*Annualized
**Earnings per Equity Share not annualised for the periods ended September 30, 2024 and September 30, 2025.
Notes:
(1) AUM represents aggregate of future principal outstanding, principal overdue held in our books as on the last day of the relevant period, as well as loan assets which have been transferred by our Company by
way of securitization, including assignees’ share of loan portfolio transferred under direct assignment and/ or co-lending transactions and includes loan assets which have been purchased by our Company by
way of securitization under direct assignment, and are outstanding as on the last day of the relevant period.
(2) Average AUM represents the simple average of our AUM as of the last day of the relevant period and our AUM of the last day of the previous period.
(3) On-book AUM represents the aggregate of principal outstanding of term loans, interest accrued and other Ind AS adjustments held in our books as of the last day of the relevant period/year.
(4) Total Assets represents the total of our financial assets and non-financial assets.
(5) Average Total Assets represents the simple average of Total Assets of the previous period/year and ending with the last date of the relevant period/year.
(6) Net Worth is Total equity as of the last day of the relevant year / period.
(7) Average Net Worth represents the simple average the Net Worth as of the last day of the previous period/year and ending with the last day of the relevant period/year.
(8) Total Borrowings represents the aggregate of debt securities and borrowings (other than debt securities) as of the last day of the relevant period/year.
(9) Average Total Borrowings is the simple average of our monthly Total Borrowings outstanding as of the last day of the month starting from the last month of the previous period/year and ending with the last
month of the relevant period/year.
(10) Return on Average Total Assets is calculated as the Profit After Tax for the relevant period/year as a percentage of Average Total Assets in such period/year.
(11) Return on Average Equity is calculated as the Profit After Tax for the relevant period/year as a percentage of Average Net Worth in such period/year.
(12) Basic and diluted earnings per equity share: Basic and diluted earnings per equity share are computed in accordance with Indian Accounting Standard 33 notified under the Companies (Indian Accounting
Standards) Rules of 2015 (as amended). This is computed after giving effect to the subdivision of each equity share of face value of ₹ 10, each fully paid up into 10 equity shares of face value ₹2, each fully paid
up, in accordance with Ind AS 33 principles for the six months ended September 30, 2024 and Fiscals 2024 and 2023.
(13) Net Asset Value Per Share is Net Worth as per the restated financial statements/ weighted average number of equity shares outstanding during the year/period plus the weighted average number of equity shares
that would be issues on conversion of all the dilutive potential equity shares into equity shares.
450Financial Metrics
The following table sets forth, for the periods/years indicated, certain of our financial ratios:
As of / For the Six Months Ended As of / For the Year Ended March 31,
September 30,
2025 2024 2025 2024 2023
(₹ million, except percentages and ratios/time)
AUM(1) 60,276.22 49,797.64 55,338.96 44,632.91 27,215.51
AUM Growth (%) (2) 8.92% 11.57% 23.99% 64.00% 57.45%
Securitised assets(3) 12,297.19 9668.85 10,587.30 8,913.00 5,968.10
Disbursements(4) 23,167.95 20,141.46 42,913.39 39,389.34 23,570.93
Disbursement Growth (%) (5) 15.03% 24.41%% 8.95% 67.11% 80.72%
Total Revenue from Operations 8,435.14 6,922.40 14,597.32 10,402.18 6,234.25
Other Income 195.08 248.05 452.55 315.32 199.10
Total Income 8,630.22 7,170.45 15,049.87 10,717.50 6,433.35
Finance Costs 2,588.64 2,292.57 4,680.03 3,265.31 1,979.60
Fee expenses (6) 133.85 116.35 243.38 178.40 107.40
Total Net Income(7) 6,041.58 4,877.88 10,369.84 7,452.19 4,453.75
Total Expenses(8) 7,804.44 5,729.36 12,799.75 8,438.94 5,719.39
Cost to income ratio (%) (9) 52.62% 48.39% 50.10% 50.96% 66.03%
Operating Expenses(10) 3,179.02 2,360.30 5,195.25 3,797.82 2,940.59
Pre Provision Operating Profit (PPOP) 1,065.04 1,681.31 3,068.89 3,046.56 922.46
Credit Cost(11) 1,729.25 1,013.90 2,888.26 1,314.01 733.50
Credit Cost to Average Total Assets (%)(12) 5.14% 3.79% 5.15% 3.29% 2.70%
Operating Expenses to Average Total Assets (%) (13) 9.45% 8.83% 9.27% 9.50% 10.81%
Operating Expenses to Net Total Income (%) (14) 52.62% 48.39% 50.10% 50.96% 66.03%
Pre Provision Operating Profit (PPOP) to Average Total 3.17% 6.29% 5.48% 7.62% 3.39%
Assets (%)
Impairment Loss Allowance to Average Total Assets (%) (15) 0.71% 0.90% 1.46% 1.92% 0.77%
Gross NPA(16) 2,724.18 1,547.44 2,170.40 1,316.30 653.90
Gross NPA ratio (%)(17) 4.85% 3.32% 4.21% 3.19% 2.49%
NPA Provision(18) 1,756.11 1,021.97 1,466.40 949.60 325.80
Net NPA(19) 968.07 525.47 704.00 366.70 328.10
Net NPA ratio (%)(20) 1.78% 1.15% 1.40% 0.91% 1.28%
Provision Coverage Ratio (%)(21) 64.47% 66.07% 67.56% 72.14% 49.82%
AUM / Net Worth 3.49 3.13 3.34 3.62 3.61
451As of / For the Six Months Ended As of / For the Year Ended March 31,
September 30,
2025 2024 2025 2024 2023
(₹ million, except percentages and ratios/time)
Average AUM / Average Net Worth 3.41 3.34 3.46 3.62 3.05
Net AUM(22) 57,902.94 48,254.66 53,217.46 43,330.16 26,680.73
Collection Efficiency(%)(23) 89.72% 92.38% 91.75% 93.95% 93.10%
Default Rate (%) 38.52% 33.85% 36.17% 31.26% 29.54%
*Annualized
Notes:
(1) AUM represents aggregate of future principal outstanding, principal overdue held in our books as on the last day of the relevant period, as well as loan assets which have been transferred by our Company
by way of securitization, including assignees’ share of loan portfolio transferred under direct assignment and/ or co-lending transactions and includes loan assets which have been purchased by our Company
by way of securitization under direct assignment, and are outstanding as on the last day of the relevant period.
(2) AUM Growth represents percentage growth in AUM for the relevant period/year over AUM of the previous period/year end.
(3) Securitised assets represents aggregate of future principal outstanding and overdue principal outstanding, if any, for loan assets which have been transferred by us by way of securitisation and outstanding
as of the last day of the relevant period/year but excludes the amount of over collateral outstanding as of the last day of the relevant period/year.
(4) Disbursements represents the aggregate of all loan amounts extended to our customers in the relevant period/year.
(5) Disbursement Growth represents percentage growth in disbursements for the relevant period/year over disbursements of the previous period/year end.
(6) Fee expenses refer to fee expenses incurred on borrowings.
(7) Total Net Income refers to Total Income less Finance Cost.
(8) Total Expenses represents total expenses for the relevant period/year. Total expenses include employee benefits expense, finance cost, impairment on financial instruments, depreciation and amortisation
expense, other expenses.
(9) Cost to Income Ratio represents Operating Expenses upon total income less finance costs for the relevant period/year.
(10) Operating Expenses represents employee benefits expense, depreciation and amortization expense, and Other Expenses for the relevant period/year.
(11) Credit Cost represents impairment loss (including loss on derecognition) allowance on financial instruments as per Ind AS 109, write off (net of recovery) for the relevant period.
(12) Credit Cost to Average Total Assets represents our Credit Cost for a period to the Average Total Assets for the period.
(13) Operating Expenses to Average Total Assets represents the Operating Expenses for the relevant period/year upon Average of Total Assets, represented as a percentage.
(14) Operating Expenses to Net Total Income represents the ratio of operating expenses for the relevant period/year divided by Net Total Income for the period/year, expressed as a percentage. Net Total Income
represents Total Income less Finance Costs for the relevant period/year.
(15) Impairment Loss Allowance to Average Total Assets represents the impairment loss allowance to simple average of Total Assets as of the last day of the previous period/year and ending with the last day of
the relevant period/year, represented as a percentage.
(16) Gross NPA represents Gross Loan Book pertaining to loans which are required to be classified as NPA as per the Income Recognition, Asset Classification and Provisioning Norms issued and modified by
RBI from time to time.
(17) Gross NPA represents Gross Loan Book pertaining to loans which are required to be classified as NPA as per the Income Recognition, Asset Classification and Provisioning Norms issued and modified by
RBI from time to time. Gross NPA ratio (%) represents the Gross NPA to the Gross Loan Book as of the last day of the relevant period, as per the Income Recognition, Asset Classification and Provisioning
Norms issued and modified by RBI from time to time.
(18) NPA provision represents total Expected Credit Loss allowance on Stage 3 Loans held in the books as of the last day of the relevant period, as per the Income Recognition, Asset Classification and Provisioning
Norms issued and modified by RBI from time to time.
(19) Net NPA represents Gross NPA reduced by NPA provisions as of the last day of relevant period.
(20) Net NPA ratio represents the ratio of our Net NPA to Net Loan portfolio as of last day of the relevant period/year. Net Loan portfolio represents total loan portfolio reduced by impairment allowance, as per
the Income Recognition, Asset Classification and Provisioning Norms issued and modified by RBI from time to time.
(21) Provision Coverage Ratio represents total provisions held on Gross NPA as of the last day of the period, as a percentage of total Gross NPAs as of the last day of the period.
(22) Net AUM represents AUM less Impairment Loss Allowance on AUM as of the last day of the relevant period/year.
452(23) Collection Efficiency is calculated as the ratio of total collections (including overdue, advance and prepayment collections) to billings restricted to the maximum of one EMI per loan for the relevant
year/period.
Return Ratios
As of / For the Six Months As of / For the Year Ended
Ended September 30, March 31,
2025 2024 2025 2024 2023
(in percentages)
Revenue from Operations to Average AUM (%) (1) 29.18% 29.32% 29.20% 28.96% 28.02%
Other Income to Average AUM (%) (2) 0.67% 1.05% 0.91% 0.88% 0.89%
Total Revenue to Average AUM (%) (3) 29.86% 30.37% 30.11% 29.83% 28.91%
Total Net Income to Average AUM (%) (4) 20.90% 20.66% 20.75% 20.74% 20.02%
Operating Expenses to Average AUM (%) (5) 11.00% 10.00% 10.39% 10.57% 13.22%
Pre Provision Operating Profit (PPOP) 1,065.04 1,681.31 3,068.89 3,046.56 922.46
Impairment Loss Allowance to Average AUM (%) (6) 0.83% 1.02% 1.64% 2.14% 0.94%
PBT to Average AUM (%) (7) 2.86% 6.10% 4.50% 6.34% 3.21%
PAT to Average AUM (%) (8) 2.23% 4.57% 3.51% 4.78% 1.79%
PAT to Average Net Worth (%) (9) 7.63% 15.26% 12.12% 17.28% 5.46%
PAT to Total Assets (%) (10) 1.82% 3.71% 2.76% 3.53% 1.28%
*Annualized
Notes:
(1) Revenue from Operations to Average AUM represents our total revenue from operations for the period/year to the Average AUM for the period/year. Average AUM represents the simple average of our AUM
as of the last day of the relevant period and our AUM of the last day of the previous period.
(2) Other Income to Average AUM represents our other income for the relevant period/year to the Average AUM for the period/year.
(3) Total Revenue to Average AUM represents sum of Revenue from operations and other income for the period/year to the Average AUM for the period/year.
(4) Total Net Income to Average AUM represents the difference between Adjusted Interest Income and Adjusted Finance Cost for the period/year to the Average AUM for the period/year.
(5) Operating Expenses to Average AUM represents our operating expenses for the period/year to the Average AUM for the period/year.
(6) Impairment Loss Allowance to Average AUM represents our Impairment Loss Allowance for the period/year to the Average AUM for the period/year.
(7) PBT to Average AUM represents our Profit Before Tax for the period/year to the Average AUM for the period/year.
(8) PAT to Average AUM represents our Profit After Tax for the period/year to the Average AUM for the period/year.
(9) PAT to Average Net Worth represents our Profit After Tax for the period/year to the Average Net Worth for the period/year.
(10) PAT to Total Assets represents our Profit After Tax for the period/year to Total Assets for the period/year.
453Yields, Spreads and Margins
As of / For the Six Months As of / For the Year Ended
Ended September 30, March 31,
2025 2024 2025 2024 2023
(₹ million, except percentages)
Total Interest-earning Assets(1) 63,228.56 54,123.78 56,719.89 44,970.40 29,657.01
Average Interest-earning Assets(2) 59,974.23 49,547.09 50,845.14 37,313.71 25,408.11
Average Interest-bearing liabilities(3) 46,186.85 39378.79 40,453.98 28,643.78 16,780.36
Interest Income 7,338.30 6,402.39 13,259.64 9,486.86 5,664.85
Finance Costs 2,588.64 2,292.57 4,680.03 3,265.31 1,979.60
Fee expenses 133.85 116.35 243.38 178.40 107.40
Interest on lease liability 28.79 19.41 45.72 22.11 31.60
Interest on current tax liability 0.04 0.95 4.88 - 0.10
Total Income 8,630.22 7,170.45 15,049.87 10,717.50 6,433.35
Net Interest Income(4) 4,749.66 4,109.82 8,579.62 6,221.55 3,685.25
Average yield on AUM (%) (5) 25.39% 27.12% 26.53% 26.41% 25.46%
Average Cost of Borrowings (%) (6) 11.21% 11.64% 11.57% 11.40% 11.80%
Spread (%) (7) 14.18% 15.48% 14.96% 15.01% 13.66%
Net Interest Margin (%) (8) 14.12% 15.37% 15.31% 15.56% 13.54%
Average Yield on Disbursements (%) (9) 27.74%* 28.48%* 28.18% 28.22% 29.35%
Incremental Cost of Borrowings (%) (10) 10.60% 11.21% 11.03% 11.27% 11.34%
Fresh Borrowings during the period/year 19,824.73 19,099.98 37,606.00 35,182.00 17,603.74
*Annualized
Notes:
(1) Total Interest-earning Assets represents net loans; balances with banks in deposit accounts with original maturity of less than six months; balances with banks in other deposit accounts with an original maturity
of more than six months; fixed deposits with banks; and investment in mutual funds, government securities and bonds as of the last day of the previous period/year.
(2) Average Interest-earning Assets represent the simple average of total interest-earning assets as of the last day of the previous period/year and ending with the last month of the relevant period/year.
(3) Average Interest-bearing Liabilities is the simple average of our monthly total interest-bearing liabilities (which comprises Total Borrowings) outstanding as of the last day of the month starting from the last
month of the previous period/year and ending with the last month of the relevant period/year.
(4) Net Interest Income represents Interest Income less Finance Cost of the relevant period / year.
(5) Average Yield on AUM represents the ratio of interest income for the period/year to the average AUM for the period/year.
(6) Average Cost of Borrowings represents Finance Cost for the relevant period/year as a percentage of Average Total Borrowings in such period/year. Average Total Borrowings is the simple average of our
monthly Total Borrowings outstanding as of the last day of the month starting from the last month of the previous period/year and ending with the last month of the relevant period/year.
(7) Spread represents Average Yield on AUM less Average Cost of Borrowings including securitisation.
(8) Net Interest Margin represents our Net Interest Income for the period/year to the Average Total Assets for the period/year, represented as a percentage. Net Interest Income represents Interest Income less
Finance Cost of the relevant period / year.
(9) Average Yield on Disbursement represents weighted Average Yield on Disbursement, weights being sanctioned amount of each loan disbursed during the relevant period/year.
(10) Incremental Cost of Borrowing represents weighted average rate of interest on fresh borrowings in the relevant period/year, weights being availed amount of each borrowing during the relevant period/year.
454End-use Wise Gross AUM
End-use Wise AUM (in terms of Amount) As of September 30, As of March 31,
2025 2024 2025 2024 2023
(₹ million)
Hypothecation Loans 47,608.07 43,931.89 46,099.20 40,104.02 25,545.95
Loans Against Property* 12,668.15 5,865.75 9,239.76 4,528.89 1,669.57
Total Gross AUM 60,276.22 49,797.64 55,338.96 44,632.91 27,215.51
*Loans against property include mortgage loans and ‘Saral’ Property Loans.
End-use Wise Average AUM
End-use Wise AUM (in terms of Amount) As of September 30, As of March 31,
2025 2024 2025 2024 2023
(₹ million)
Hypothecation Loans 46,853.64 42,017.95 43,101.61 32,824.98 20,695.68
Loans Against Property* 10,953.96 5,197.32 6,884.33 3,099.23 1,554.50
Total Average AUM 57,807.59 47,215.28 49,985.94 35,924.21 22,250.19
*Loans against property include mortgage loans and ‘Saral’ Property Loans.
End-use Wise AUM (in terms of Cases)
End-use Wise AUM (in terms of Cases) As of September 30, As of March 31,
2025 2024 2025 2024 2023
(Numbers)
Hypothecation Loans 546,069 487,343 523,458 438,669 299,219
Loans Against Property* 43,283 24,133 34,302 19,593 11,794
Total 589,352 511,476 557,760 458,262 311,013
*Loans against property include mortgage loans and ‘Saral’ Property Loans.
End-use Wise Yields
Yields (%) As of September 30, As of March 31,
2025 2024 2025 2024 2023
(%)
Hypothecation Loans 28.56% 28.89% 28.83% 28.48% 29.54%
Loans against Property* 23.91% 24.66% 24.37% 25.84% 25.62%
Total Yield 27.74% 28.48% 28.18% 28.22% 29.35%
455*Loans against property include mortgage loans and ‘Saral’ Property Loans.
Disbursement Metrics
The following table sets forth, for the periods/years indicated, our disbursement metrics:
As of September 30, As of March 31,
2025 2024 2025 2024 2023
Number of Loans Disbursed(1) 126,008 130,659 266,283 269,508 180,080
Disbursements(2) (₹ million) 22,323.81 19,882.65 42,045.09 39,304.25 23,569.72
Average Ticket Size(3) (₹ million) 0.18 0.15 0.16 0.15 0.13
Notes:
(1) Number of Loans Disbursed represents the number of loans disbursed to our borrowers (both new and existing) during the relevant period/year.
(2) Amount Disbursed represents the aggregate of all loan amounts extended to our customers during the relevant period/year.
(3) Average Ticket Size is computed by dividing the Amount Disbursed (both to new and existing customers) by the Number of Loans Disbursed for the relevant period/year.
End-use Wise Disbursement
Product Wise Disbursement As of September 30, As of March 31,
2025 2024 2025 2024 2023
(₹ million)
Hypothecation Loans 19,260.66 18,186.33 36,754.20 35,633.94 22,416.89
Loans against Property* 3,907.29 1,955.14 6,159.19 3,755.40 1,154.04
Total 23,167.95 20,141.46 42,913.39 39,389.34 23,570.93
*Loans against property include mortgage loans and ‘Saral’ Property Loans.
Average Ticket Size on Disbursement (End-use Wise)
ATS on Disbursement* For the Six Months ended For the Year ended March 31,
September 30,
2025 2024 2025 2024 2023
(₹ million)
Hypothecation Loans
<=0.1 million 0.09 0.09 0.09 0.09 0.09
>0.1 to 0.3 million 0.17 0.17 0.17 0.17 0.16
>0.3 million 0.35 0.34 0.34 0.35 0.34
Total 0.16 0.14 0.14 0.14 0.13
456ATS on Disbursement* For the Six Months ended For the Year ended March 31,
September 30,
2025 2024 2025 2024 2023
(₹ million)
Total Disbursals
<=0.1 million 0.09 0.09 0.09 0.09 0.08
>0.1 to 0.3 million 0.17 0.17 0.17 0.17 0.17
>0.3 million 0.41 0.38 0.39 0.42 0.39
Total 0.18 0.15 0.16 0.15 0.13
*Excluding loans disbursed through SwitchPe.
ATS on Disbursement For the Six Months ended For the Year ended March 31,
September 30,
2025 2024 2025 2024 2023
(₹ million)
Loans against Property*
<=0.3 million 0.24 0.22 0.23 0.21 0.19
>0.3 to 0.6 million 0.44 0.43 0.43 0.44 0.45
>0.6 million 0.95 0.81 0.86 0.81 0.83
Total 0.38 0.31 0.33 0.32 0.24
Total Disbursals
<=0.3 million 0.15 0.14 0.14 0.14 0.13
>0.3 to 0.6 million 0.38 0.37 0.38 0.40 0.38
>0.6 million 0.95 0.81 0.86 0.81 0.91
Total 0.18 0.15 0.16 0.15 0.13
*Loans against property include mortgage loans and ‘Saral’ Property Loans.
End-use Wise Collection Efficiency
End-use Wise Collection Efficiency (%) As of September 30, As of March 31,
2025 2024 2025 2024 2023
(Percentage)
Hypothecation Loans 89.49% 92.28% 91.64% 93.94% 93.29%
Loans against Property* 92.75% 94.49% 93.97% 94.30% 89.03%
*Loans against property include mortgage loans and ‘Saral’ Property Loans.
457Productivity Ratios
The following table sets forth, for the periods/years indicated, certain of our productivity ratios:
Particulars As of September 30, As of March 31,
2025 2024 2025 2024 2023
Number of branches(1) 568 499 526 478 398
Number of Business Officers 4924 4365 4,732 3,745 2,938
Number of Collections Officers 880 988 1,243 577 587
Number of on-roll employees(2) 10,459 8,388 9,102 6,825 5,724
Average number of Business Officers per branch(3) 9 9 9 8 7
Live Accounts (including securitized accounts)(4) 589,352 511,476 557,760 458,262 311,013
AUM per branch(5) (₹ million) 106.12 99.79 105.21 93.37 68.38
AUM per Business Officer(6) (₹ million) 12.24 11.41 11.69 11.92 9.26
AUM per employee(7) (₹ million) 5.76 5.94 6.08 6.54 4.75
Disbursement per branch(8) (₹ million) 40.79 40.36 81.58 82.40 59.22
Disbursement per Business Officer(9) (₹ million) 4.71 4.61 9.07 10.52 8.02
Disbursement per employee(10) (₹ million) 2.22 2.40 4.71 5.77 4.12
Live Accounts per branch(11) 1,038 1,025 1,060 959 781
Live Accounts per Business Officer(12) 120 117 118 122 106
Live Accounts per employee(13) 56 61 61 67 54
Notes:
(1) Number of branches represents aggregate number of our branches as of the last day of relevant period/year.
(2) Number of on-roll employees represents aggregate number of our employees as of the last day of relevant period/year.
(3) Represents the Number of Business Officers as of the last day of the relevant period/year divided by the Number of Branches as of the last day of the relevant period/year.
(4) Live Accounts (including securitised accounts) represents the aggregate number of loan accounts outstanding as of the end of the relevant period/year including loan accounts which have been transferred by
us by way of securitisation and including loan accounts which have been purchased by our Company by way of securitization under direct assignment and are outstanding as of the last day of the relevant
period/year.
(5) AUM per branch represents AUM as of last day of the relevant period/year divided by number of branches.
(6) AUM per Business Officer represents AUM as of the last day of the relevant period/year divided by number of Business Officers.
(7) AUM per employee represents AUM as of the last day of the relevant period/year divided by number of on-roll employees.
(8) Disbursement per branch represents disbursements in the relevant period/year divided by average number of branches which is a simple average of the monthly number of branches as of the last day of the
month starting from the last month of the previous period/year and ending with the last month of the relevant period/year.
(9) Disbursement per Business Officer represents disbursements in the relevant period/year divided by average number of Business Officers, which is a simple average of the monthly number of Business Officers
as of the last day of the month starting from the last month of the previous period/year and ending with the last month of the relevant period/year.
(10) Disbursement per employee represents disbursements in the relevant period/year divided by average number of on roll employees, which is a simple average of the monthly number of on roll employees as of
the last day of the month starting from the last month of the previous period/year and ending with the last month of the relevant period/year.
(11) Live Accounts per branch represents live accounts as of the last day of the relevant period/year divided by number of branches.
(12) Live Accounts per Business Officer represents live accounts as of the last day of the relevant period/year divided by number of Business Officers.
(13) Live Accounts per employee represents live accounts as of the last day of the relevant period/year divided by number of on roll employees.
458Capital Adequacy(1)
Particulars As of September 30, As of March 31,
2025 2024 2025 2024 2023
(₹ million, except percentages and multiples)
Tier I Capital 14,262.45 13,976.85 14,295.19 10,587.63 6,563.76
Tier II Capital - - - - -
Total Capital 14,262.45 13,976.85 14,295.19 10,587.63 6,563.76
Risk Weighted Assets 44,201.26 37,163.92 40,940.80 32,292.76 21,124.92
Capital Adequacy Ratio (CRAR)
CRAR- Tier I Capital 32.27% 37.61% 34.92% 32.79% 31.07%
CRAR -Tier II Capital - - - - -
Total Borrowings(2) to Total Equity Ratio(3) 3.02 2.56 2.73 2.84 3.04
Notes:
(1) Computed in accordance with relevant RBI guidelines.
(2) Total Borrowings represents the aggregate of debt securities and borrowings (other than debt securities) as of the last day of the relevant period/year.
(3) Total Borrowings to Total Equity ratio represents the aggregate of debt securities and borrowings (other than debt securities) as of the last day of the relevant period/year to Total Equity as of the last day of
the relevant period/year.
Sources of Capital
Particulars As of / For the Six months As of / For the Year Ended March 31,
ended September 30,
2025 2024 2025 2024 2023
Number of entities borrowed from
- Private sector banks 25 20 21 17 9
- Public sector banks 2 2 2 - -
- NBFCs 26 21 22 21 17
- Mutual Funds - - - - -
- Insurance Companies - - - - -
- Others 29 40 35 37 30
459Particulars As of / For the Six Months As of / For the Year Ended March 31,
ended September 30,
2025 2024 2025 2024 2023
Amount Percentage of Amount Percentage of Amount Percentage of Amount Percentage of Amount Percentage of
(₹ million) Total (₹ million) Total (₹ Total (₹ million) Total (₹ million) Total
Borrowings Borrowings million) Borrowings Borrowings Borrowings
(%) (%) (%) (%) (%)
Total Borrowings(1) 52,184.98 100.00% 40,831.01 100.00% 45,263.25 100.00% 34,989.90 100.00% 22,961.61 100.00%
-Private sector banks 14,151.69 27.12% 9,193.23 22.52% 12,248.51 27.06% 9,887.79 28.26% 4,791.71 20.87%
- Public sector banks 1,624.56 3.11% 708.30 1.73% 783.22 1.73% - - -
- NBFCs 16,654.73 31.91% 15,680.41 38.40% 16,986.40 37.53% 13,252.19 37.87% 8,624.19 37.56%
- Development
10,043.18 19.25% 9,344.19 22.89% 8,291.15 18.32% 6,499.81 18.58% 6,349.21 27.65%
Finance Institutions
- Others 9,568.16 18.34% 5,719.29 14.01% 6,877.42 15.19% 5,139.16 14.69% 2,892.00 12.59%
-Accrued
409.62 0.78% 442.77 1.08% 333.38 0.74% 394.54 1.13% 410.40 1.79%
Interest
- EIR (266.96) (0.51)% (257.18) (0.63)% (256.83) (0.57)% (183.59) (0.52)% (105.90) (0.46)%
Average Cost of
Borrowings
NA 11.21% NA 11.64% NA 11.57% NA 11.40% NA 11.80%
(excluding
assignments)
Total Equity 17,273.72 - 15,931.74 - 16,588.68 - 12,326.47 - 7,544.93 -
Total Borrowings to
3.02 - 2.56 - 2.73 - 2.84 - 3.04 -
Total Equity Ratio(2)
Undrawn borrowing
1,668.99 3.20% 2183.30 5.35% 388.90 0.86% 378.90 1.08% 98.00 0.43%
facilities(3)
Notes:
(1) Total Borrowings represents the aggregate of debt securities, borrowings (other than debt securities) as of the last day of the relevant period/year.
(2) Total Borrowings to Total Equity Ratio represents the aggregate of debt securities, borrowings (other than debt securities) as of the last day of the relevant period/year to Total Equity as of the last day of the
relevant period/year.
(3) Undrawn borrowing facilities represent the aggregate of borrowings that have been sanctioned by lenders but yet to be drawn by us and includes undrawn amounts from sanctioned cash credit facilities but
does not include securitisation or assignment transactions.
460Borrowings by Rate Method
Types of Borrowings As of September 30, As of March 31,
2025 2024 2025 2024 2023
Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage
million) of million) of million) of million) of million) of
Total (%) Total (%) Total (%) Total (%) Total (%)
Fixed Interest Rate 34,534.76 66.18% 29,468.73 72.17% 29,321.60 64.78% 25,229.50 72.11% 14,192.60 61.81%
Floating Interest Rate 17,650.22 33.82% 11,362.28 27.83% 15,941.65 35.22% 9,760.40 27.89% 8,769.00 38.19%
Types of Interest bearing Financial Liabilities (Total Borrowings including Securitisation)
Types of Interest As of September 30, As of March 31,
bearing Financial 2025 2024 2025 2024 2023
Liabilities Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage
(Total Borrowings million) of million) of million) of million) of million) of
including Total (%) Total (%) Total (%) Total (%) Total (%)
Securitisation)
Fixed Interest Rate 34,534.76 66.18% 29,468.73 72.17% 29,321.60 64.78% 25,229.50 72.11% 14,192.60 61.81%
Financial Liabilities
(Total Borrowings
including
Securitisation)
Floating Interest Rate 17,650.22 33.82% 11,362.28 27.83% 15,941.65 35.22% 9,760.40 27.89% 8,769.00 38.19%
Financial Liabilities
(Total Borrowings
including
Securitisation)
Total Interest 52,184.98 100.00% 40,831.01 100.00% 45,263.25 100.00% 34,989.90 100.00% 22,961.60 100.00%
bearing Financial
Liabilities (Total
Borrowings
including
Securitisation)
461Average Cost of Borrowings and Tenure
Particulars As of September 30, As of March 31,
2025 2024 2025 2024 2023
(in months, except percentages)
Average Tenure of Borrowings (including 33.37 30.34 35.15 28.89 31.38
securitisation)(1)
Average Tenure of Borrowings (including 23.43 24.17 25.85 22.06 20.17
securitisation)(2)
Average Cost of Borrowings (%)(3) 11.21% 11.64% 11.57% 11.40% 11.80%
Notes:
(1) Weighted based on origination tenure.
(2) Weighted based on residual tenure.
(3) Average Cost of Borrowings represents Finance Cost for the relevant period/year as a percentage of Average Total Assets in such period/year. Average Total Borrowings is the simple average of our monthly Total
Borrowings outstanding as of the last day of the month starting from the last month of the previous period/year and ending with the last month of the relevant period/year.
Asset Liability Management
The following table sets forth the maturity pattern of certain items of assets and liabilities as at the end of the relevant period or year:
Particulars 1 day to 30/31 Over 1 Over 2 Over 3 Over 6 Over 1 to 3 years Over 3 to 5 Over 5 Total
(1 month) month to 2 months to 3 months to 6 months to 1 years years
months months months year
(₹ million)
Liabilities
Borrowings As of 2,576.62 2,261.35 1,816.79 6,733.29 8,629.86 28,019.28 2,147.79 - 52,184.98
September 30,
2025
As of 2,745.96 1,699.92 1,861.68 6,027.30 8,657.48 16,248.48 3,590.18 - 40,831.01
September 30,
2024
As of March 31, 1,800.50 1,689.20 1,963.20 5,606.80 11,033.00 20,515.30 2,655.25 - 45,263.25
2025
As of March 31, 1,934.00 1,415.30 2,570.90 4,932.70 9,863.10 11,841.50 1,837.80 594.60 34,989.90
2024
As of March 31, 809.57 1,054.72 1,849.41 3,866.18 6,828.58 7,496.65 1,056.49 - 22,961.61
2023
Assets
462Particulars 1 day to 30/31 Over 1 Over 2 Over 3 Over 6 Over 1 to 3 years Over 3 to 5 Over 5 Total
(1 month) month to 2 months to 3 months to 6 months to 1 years years
months months months year
(₹ million)
Advances As of 3,027.81 2,029.22 2,051.50 6,287.71 11,696.52 22,686.58 4,125.44 1,873.85 53,778.63
September 30,
2025
As of 2,664.81 1,782.20 1,800.08 5,475.65 10,625.26 19,754.99 2,397.31 623.37 45,123.67
September 30,
2024
As of March 31, 2,840.30 1,915.70 1,943.40 5,961.90 11,631.00 20,814.40 3,163.40 1,181.71 49,451.81
2025
As of March 31, 2,257.17 1,557.98 1,580.97 4,843.86 9,524.55 17,985.93 1,805.29 438.45 39,994.20
2024
As of March 31, 1,584.53 1,080.02 1,145.89 3,523.64 6,978.90 11,411.70 302.39 62.15 26,089.22
2023
Investments As of 6,810.86 600.49 135.97 577.85 717.76 562.27 - - 9,405.20
September 30,
2025
As of 6,086.72 978.64 510.59 67.71 742.97 574.88 - - 8,961.51
September 30,
2024
As of March 31, 5,288.30 176.80 102.60 346.80 1,004.90 298.36 - - 7,217.76
2025
As of March 31, 3,089.52 178.74 128.94 512.94 598.54 430.49 - - 4,939.17
2024
As of March 31, 2,888.40 33.73 50.15 350.40 438.99 648.93 - - 4,410.60
2023
463Asset Quality
Provisioning and Write-offs
Asset Category (loan book) As of / For the Six Months Ended September 30 As of / For the Year ended 31 March
2025 2024 2025 2024 2023
(₹ million)
AUM 60,276.22 49,797.64 55,338.96 44,632.91 27,215.51
Gross NPAs(1) 2,724.18 1,547.44 2,170.40 1,316.30 653.90
NPA Provisions(2) 1,756.11 1,021.97 1,466.40 949.60 325.80
Net NPAs(3) 968.07 525.47 704.00 366.70 328.10
Bad Debts Write-off(4) 1,489.50 773.68 2,064.19 546.01 525.00
Notes:
(1) Gross NPA represents Gross Loan Book pertaining to loans which are required to be classified as NPA as per the Income Recognition, Asset Classification and Provisioning norms issued and modified by
RBI from time to time.
(2) NPA provisions represents total Expected Credit Loss allowance and contingent provisions on Stage 3 Loans held in the books as of the last day of the relevant period.
(3) Net NPA represents Gross NPA reduced by Impairment Loss Allowance (i.e., Expected Credit Loss Allowance or ECLs) made against these loans as of the last day of relevant reporting period.
(4) Bad Debts Write-off (net of recovery) includes loss on settlement.
Stage Wise AUM, Impairment Loss Allowance and AUM (Net)
As of September 30, As of March 31,
2025 2024 2025 2024 2023
(₹ million)
Gross Carrying Amount – AUM
1. Stage 1(1) 56,133.34 47,287.57 51,875.81 42,799.61 26,280.29
2. Stage 2(2) 930.75 792.27 940.84 427.97 262.59
3. Stage 3(3) 3,212.14 1,717.80 2,522.32 1,405.33 672.64
4. Total AUM (Gross) 60,276.22 49,797.64 55,338.96 44,632.91 27,215.51
Impairment Loss Allowance
5. Stage 1 250.36 202.44 260.60 181.35 173.60
6. Stage 2 366.82 318.57 394.50 171.80 35.00
7. Stage 3 1,606.11 876.97 1,211.40 749.50 326.20
8. Management Overlay 150.00 145.00 255.00 200.10 -
9. Total Impairment Loss Allowance 2,373.29 1,542.98 2,121.50 1,302.75 534.80
AUM (Net)
10. Stage 1 (net) (10=1-5) 55,882.98 47,085.13 51,615.21 42,618.26 26,106.69
464As of September 30, As of March 31,
2025 2024 2025 2024 2023
(₹ million)
11. Stage 2 (net) (11=2-6) 563.93 473.70 546.34 256.17 227.59
12. Stage 3 (net) (12=3-7) 1,456.03 695.83 1,055.92 455.73 346.44
13. Total AUM (Net) (14=4-(8+9)) 57,902.94 48,254.66 53,217.46 43,330.16 26,680.72
For further details, see “Risk Factors – 3. If we are unable to control the level of Gross Non-Performing Assets / Stage 3 Assets / Net NPAs in our portfolio effectively, or if we are unable to maintain adequate
provisioning coverage, or if there is any change in regulatorily mandated provisioning requirements, our financial condition and results of operations may be adversely” And “Management’s Discussion and
Analysis of Financial Condition and Results of Operations –Factors Affecting our Results of Operations and Financial Condition – Asset quality, NPAs and Provisioning” on pages 36 and 411, respectively.
Notes:
(1) AUM where credit risk has not increased significantly since initial recognition and represents loans which are not overdue or overdue for not more than thirty days.
(2) AUM where credit risk has increased significantly since initial recognition and represents loans which are overdue for more than 30 days but overdue for not more than 90 days.
(3) AUM which is credit impaired and represents loans which are overdue for more than 90 days.
Stage Wise Loans – Hypothecation Loans
As of September 30, As of March 31,
2025 2024 2025 2024 2023
(₹ million)
Stage 1 43,955.62 41,607.80 42,962.71 38,380.05 24,739.91
Stage 2 811.16 733.12 870.26 406.82 228.29
Stage 3(1) 2,841.30 1,590.98 2,266.23 1,317.15 577.42
Total AUM – Hypothecation Loans 47,608.07 43,931.90 46,099.20 40,104.02 25,545.62
Hypothecation Loans (%)
Stage 1(2) 92.33% 94.71% 93.20% 95.70% 96.85%
Stage 2(3) 1.70% 1.67% 1.89% 1.01% 0.89%
Stage 3(4) 5.97% 3.62% 4.92% 3.28% 2.26%
Total 100.00% 100.00% 100.00% 100.00% 100.00%
Notes:
(1) Stage 3 represents Gross NPA of Hypothecation Loans as of the last day of the relevant period.
(2) Stage 1% represents Stage 1 of Hypothecation Loans to AUM of Hypothecation Loans of our Company as of the last day of relevant period.
(3) Stage 2% represents Stage 2 of Hypothecation Loans to AUM of Hypothecation Loans of our Company as of the last day of relevant period.
(4) Stage 3% represents Stage 3 / Hypothecation Loans to AUM of Hypothecation Loans of our Company as of the last day of relevant period.
465Stage Wise Loans – Loans against Property
As of September 30, As of March 31,
2025 2024 2025 2024 2023
(₹ million)
Stage 1 12,177.72 5,679.78 8,913.10 4,419.56 1,540.05
Stage 2 119.59 59.16 70.57 21.16 34.30
Stage 3(1) 370.84 126.82 256.09 88.18 95.22
Total AUM – Loans against Property 12,668.15 5,865.76 9,239.76 4,528.90 1,669.57
Loans against Property (%)
Stage 1(2) 96.13% 96.83% 96.46% 97.59% 92.24%
Stage 2(3) 0.94% 1.01% 0.76% 0.47% 2.05%
Stage 3(4) 2.93% 2.16% 2.77% 1.95% 5.70%
Total 100.00% 100.00% 100.00% 100.00% 100.00%
Notes:
(1) Stage 3 represents Gross NPA of Loans against Property as of the last day of the relevant period.
(2) Stage 1% represents Stage 1 of Loans against Property to AUM of Loans against Property of our Company as of the last day of relevant period.
(3) Stage 2% represents Stage 2 of Loans against Property to AUM of Loans against Property of our Company as of the last day of relevant period.
(4) Stage 3% represents Stage 3 / of Loans against Property to AUM of Loans against Property of our Company as of the last day of relevant period.
Product-wise Gross NPA (AUM)
As of September 30, As of March 31,
2025 2024 2025 2024 2023
(₹ million)
Hypothecation Loans 2,841.30 1,590.98 2,266.23 1,317.15 577.42
Loans against Property* 370.84 126.82 256.09 88.18 95.22
Total Gross NPA 3,212.14 1,717.80 2,522.32 1,405.33 672.64
*Loans against property include mortgage loans and ‘Saral’ Property Loans.
Product-wise Net NPA (%)
As of September 30, As of March 31,
2025 2024 2025 2024 2023
(₹ million)
Hypothecation Loans 84.32% 89.06% 85.08% 87.78% 85.18%
Loans against Property* 15.68% 10.94% 14.92% 12.22% 14.82%
Total Net NPA (%) 100.00% 100.00% 100.00% 100.00% 100.00%
*Loans against property include mortgage loans and ‘Saral’ Property Loans.
466End-use Wise Number of Cases of Stage 3 AUM
End-use Wise Number of Cases of Stage 3 AUM As of September 30, As of March 31,
2025 2024 2025 2024 2023
(Numbers)
Hypothecation Loans 42,108 27,006 34,732 21,376 10,277
Loans against Property* 2,524 1,546 2,170 1,228 1,032
Total 44,632 28,552 36,902 22,604 11,309
*Loans against property include mortgage loans and ‘Saral’ Property Loans.
End-use Wise % Stage 3 AUM
End-use Wise % Stage 3 AUM As of September 30, As of March 31,
2025 2024 2025 2024 2023
(Percentage)
Hypothecation Loans 5.97% 3.62% 4.92% 3.28% 2.26%
Loans against Property* 2.93% 2.16% 2.77% 1.95% 5.70%
Total 5.33% 3.45% 4.56% 3.15% 2.47%
*Loans against property include mortgage loans and ‘Saral’ Property Loans.
Collections & DPD metrics
Metric As of
September 30, September 30, March 31, March 31, March 31,
2025 2024 2025 2024 2023
(₹ million, except for percentages)
0+ DPD to AUM(1) 8.04% 6.45% 7.10% 4.73% 4.83%
30+ DPD to AUM(2) 6.77% 4.98% 6.19% 4.06% 3.35%
60+ DPD to AUM(3) 5.84% 3.96% 5.19% 3.45% 2.65%
Stage 3 AUM to AUM 5.33% 3.45% 4.56% 3.15% 2.47%
Impairment loss allowance on Stage 3 AUM 1,756.11 1021.97 1,466.40 949.60 325.80
Stage 3 AUM (net) to AUM 2.42% 1.40% 1.91% 1.02% 1.27%
Incremental restructured portfolio(4) 36.49 11.46 29.55 9.18 11.92
Total restructured portfolio 70.74 46.05 47.59 62.22 194.11
Total restructured portfolio as a % of AUM 0.12% 0.09% 0.09% 0.14% 0.71%
Notes:
(1) Represents AUM which is not overdue as a percentage of the total AUM as of the last day of the relevant period/year.
(2) Represents AUM which is overdue by more than 30 days as a percentage of the total AUM as of the last day of the relevant period/year.
467(3) Represents AUM which are overdue by more than 60 days as a percentage of the total AUM as of the last day of the relevant period/year.
(4) Represents the sum of AUM of additional cases that have opted for restructuring in the relevant period/year.
Industries Covered by State/Territory
As of September 30, As of March 31,
State/Territory
2025 2024 2025 2024 2023
Andhra Pradesh 6 5 5 5 5
Bihar 6 6 6 5 5
Chandigarh 5 5 5 5 5
Chhattisgarh 5 5 5 5 5
Delhi 6 5 5 5 5
Gujarat 6 6 6 6 5
Haryana 6 6 6 5 5
Himachal Pradesh 5 4 6 4 4
Jammu 5 5 5 5 5
Jharkhand 6 6 6 5 5
Karnataka 6 6 6 5 5
Madhya Pradesh 6 6 6 6 5
Maharashtra 6 6 6 5 5
Odisha 6 5 6 5 4
Punjab 6 6 6 5 5
Rajasthan 6 6 6 6 5
Tamil Nadu 6 6 6 5 5
Telangana 6 5 5 5 5
Uttar Pradesh 6 6 6 5 5
Uttarakhand 6 6 6 5 5
West Bengal 6 6 6 5 5
468Branches by State/Territory
As of September 30, As of March 31,
State/Territory
2025 2024 2025 2024 2023
Andhra Pradesh 19 19 19 19 19
Bihar 66 42 44 42 37
Chandigarh 1 1 1 1 1
Chhattisgarh 10 9 10 8 5
Delhi 2 2 2 2 2
Gujarat 20 20 20 20 19
Haryana 23 23 23 23 21
Himachal Pradesh 6 5 6 5 5
Jammu 1 1 1 1 1
Jharkhand 25 21 20 21 21
Karnataka 44 40 41 36 30
Madhya Pradesh 41 30 39 30 26
Maharashtra 42 41 42 41 31
Odisha 25 25 25 18 8
Punjab 21 21 21 21 20
Rajasthan 57 55 57 54 49
Tamil Nadu 44 40 40 36 26
Telangana 14 14 14 14 14
Uttar Pradesh 75 62 70 60 47
Uttarakhand 8 7 8 7 7
West Bengal 24 21 23 19 9
Total 568 499 526 478 398
State-wise Branch Vintage
As of September 30, 2025
State/Territory Less than or equal to 4-5 years More than 5 years Simple Average Vintage*
4 years (Number of months)
Andhra Pradesh 11 1 7 60.11
Bihar 48 7 11 33.95
Chandigarh 0 0 1 77.00
Chhattisgarh 7 1 2 35.30
Delhi 0 0 2 138.00
469As of September 30, 2025
State/Territory Less than or equal to 4-5 years More than 5 years Simple Average Vintage*
4 years (Number of months)
Gujarat 7 2 11 61.25
Haryana 10 2 11 71.43
Himachal Pradesh 5 0 1 42.50
Jammu 1 0 0 48.00
Jharkhand 14 5 6 46.16
Karnataka 27 2 15 51.20
Madhya Pradesh 25 4 12 46.54
Maharashtra 29 1 12 44.14
Odisha 25 0 0 23.72
Punjab 9 2 10 71.67
Rajasthan 33 4 20 58.95
Tamil Nadu 26 1 17 50.27
Telangana 6 1 7 64.36
Uttar Pradesh 48 5 22 49.49
Uttarakhand 3 0 5 67.13
West Bengal 24 0 0 27.58
Total 358 38 172 49.14
*Represents the simple average of branch vintage in each of the states
State-wise Vintage-wise Average AUM per Branch
As of September 30, 2025
State/Territory Less than or equal to 4 years 4-5 years More than 5 years
(₹ million)
Andhra Pradesh 70.21 111.38 87.40
Bihar 120.58 200.17 203.98
Chandigarh 0 0 102.97
Chhattisgarh 37.30 98.15 90.90
Delhi 0 0 109.01
Gujarat 94.94 187.96 92.86
Haryana 84.54 145.76 177.05
Himachal Pradesh 46.48 0 85.70
Jammu 84.30 0 0
Jharkhand 114.55 195.37 144.75
Karnataka 44.91 80.33 101.65
470As of September 30, 2025
State/Territory Less than or equal to 4 years 4-5 years More than 5 years
(₹ million)
Madhya Pradesh 69.02 148.31 188.66
Maharashtra 77.79 221.29 130.14
Odisha 64.28 0 0
Punjab 76.65 92.37 153.70
Rajasthan 86.04 132.96 184.38
Tamil Nadu 58.55 69.93 109.85
Telangana 52.96 64.41 88.63
Uttar Pradesh 67.21 190.82 208.27
Uttarakhand 27.56 0 152.24
West Bengal 90.87 0 0
Total 77.96 159.05 149.34
Note: The above table excludes direct assignment purchases
AUM by State/Territory
State/Territory As of September 30, As of March 31,
2025 2024 2025 2024 2023
Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage
million) of million) of million) of million) of million) of
Total (%) Total (%) Total (%) Total (%) Total (%)
Andhra Pradesh 1,495.46 2.48% 1,640.06 3.29% 1,547.11 2.80% 1,558.69 3.49% 823.75 3.03%
Bihar 9,505.26 15.77% 7,196.16 14.45% 8,287.66 14.98% 6,009.43 13.46% 3,348.39 12.30%
Chandigarh 102.97 0.17% 109.12 0.22% 105.63 0.19% 106.09 0.24% 84.25 0.31%
Chhattisgarh 541.07 0.90% 387.56 0.78% 467.99 0.85% 333.40 0.75% 206.82 0.76%
Delhi 248.24 0.41% 249.46 0.50% 220.25 0.40% 251.01 0.56% 155.11 0.57%
Gujarat 2,073.83 3.44% 1,830.26 3.68% 2,010.99 3.63% 1,738.18 3.89% 1,234.44 4.54%
Haryana 3,179.47 5.27% 2,840.03 5.70% 2,974.84 5.38% 2,779.50 6.23% 1,975.64 7.26%
Himachal Pradesh 326.85 0.54% 290.73 0.58% 339.03 0.61% 272.93 0.61% 139.67 0.51%
Jammu 84.30 0.14% 89.29 0.18% 81.93 0.15% 94.74 0.21% 73.83 0.27%
Jharkhand 3,454.67 5.73% 3,121.83 6.27% 3,338.31 6.03% 2,824.42 6.33% 1,590.43 5.84%
Karnataka 2,897.94 4.81% 2,540.90 5.10% 2,771.41 5.01% 2,157.06 4.83% 1,182.01 4.34%
Madhya Pradesh 4,603.53 7.64% 3,594.60 7.22% 4,303.57 7.78% 3,211.41 7.20% 2,135.81 7.85%
Maharashtra 4,038.77 6.70% 3,140.38 6.31% 3,601.54 6.51% 2,778.20 6.22% 1,527.16 5.61%
Odisha 1,607.10 2.67% 1,067.55 2.14% 1,312.13 2.37% 666.87 1.49% 196.55 0.72%
Punjab 2,411.56 4.00% 2,504.80 5.03% 2,419.40 4.37% 2,447.44 5.48% 1,817.19 6.68%
471State/Territory As of September 30, As of March 31,
2025 2024 2025 2024 2023
Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage
million) of million) of million) of million) of million) of
Total (%) Total (%) Total (%) Total (%) Total (%)
Rajasthan 7,198.59 11.94% 5,842.16 11.73% 6,657.37 12.03% 5,540.90 12.41% 3,480.16 12.79%
Tamil Nadu 3,459.55 5.74% 3,081.23 6.19% 3,317.23 5.99% 2,695.38 6.04% 1,518.95 5.58%
Telangana 1,002.59 1.66% 1,007.44 2.02% 980.07 1.77% 958.85 2.15% 602.43 2.21%
Uttar Pradesh 9,009.31 14.95% 6,885.96 13.83% 7,883.74 14.25% 6,294.12 14.10% 4,061.90 14.92%
Uttarakhand 854.39 1.42% 821.05 1.65% 802.10 1.45% 824.55 1.85% 555.58 2.04%
West Bengal 2,180.77 3.62% 1,557.07 3.13% 1,916.66 3.46% 1,089.73 2.44% 505.45 1.86%
Total 60,276.22 100.00% 49,797.64 100.00% 55,338.96 100.00% 44,632.91 100.00% 27,215.51 100.00%
Collections by State/Territory
State/Territory As of September 30, As of March 31,
2025 2024 2025 2024 2023
Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage
million) of million) of million) of million) of million) of
Total (%) Total (%) Total (%) Total (%) Total (%)
Andhra Pradesh 576.61 2.86% 593.22 3.45% 1,205.72 3.33% 829.67 3.18% 398.05 2.48%
Bihar 3,147.23 15.61% 2,435.90 14.17% 5,261.39 14.54% 3,381.62 12.97% 1,586.12 9.89%
Chandigarh 43.59 0.22% 46.02 0.27% 90.51 0.25% 82.36 0.32% 62.65 0.39%
Chhattisgarh 185.03 0.92% 136.57 0.79% 294.75 0.81% 201.87 0.77% 120.16 0.75%
Delhi 75.67 0.38% 83.13 0.48% 164.13 0.45% 134.43 0.52% 128.43 0.80%
Gujarat 641.69 3.18% 617.30 3.59% 1,253.31 3.46% 1,065.43 4.09% 640.48 3.99%
Haryana 1,110.05 5.51% 1,065.16 6.20% 2,157.94 5.96% 1,825.53 7.00% 1,401.36 8.73%
Himachal 122.76 0.61% 103.70 0.60% 248.25 0.69% 149.83 0.57% 68.29 0.43%
Pradesh
Jammu 34.28 0.17% 32.44 0.19% 67.76 0.19% 59.99 0.23% 28.17 0.18%
Jharkhand 1,247.94 6.19% 1,087.96 6.33% 2,279.73 6.30% 1,561.83 5.99% 745.34 4.65%
Karnataka 1,033.95 5.13% 859.96 5.00% 1,853.87 5.12% 1,192.49 4.57% 827.67 5.16%
Madhya Pradesh 1,291.35 6.41% 1,115.08 6.49% 2,318.19 6.41% 1,851.95 7.10% 1,290.23 8.04%
Maharashtra 1,222.26 6.06% 1,029.96 5.99% 2,187.56 6.05% 1,480.77 5.68% 744.32 4.64%
Odisha 494.42 2.45% 272.00 1.58% 666.14 1.84% 229.86 0.88% 8.60 0.05%
Punjab 981.92 4.87% 968.25 5.63% 1,963.85 5.43% 1,701.43 6.53% 1,178.66 7.35%
Rajasthan 2,308.23 11.45% 2050.20 11.93% 4,213.70 11.65% 3,265.53 12.53% 2,227.10 13.88%
Tamil Nadu 1,276.11 6.33% 1,062.79 6.18% 2,287.16 6.32% 1,495.05 5.74% 918.91 5.73%
472State/Territory As of September 30, As of March 31,
2025 2024 2025 2024 2023
Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage
million) of million) of million) of million) of million) of
Total (%) Total (%) Total (%) Total (%) Total (%)
Telangana 382.89 1.90% 371.38 2.16% 764.18 2.11% 563.06 2.16% 323.07 2.01%
Uttar Pradesh 2,951.82 14.64% 2,477.58 14.42% 5,230.61 14.46% 3,911.92 15.01% 2,777.59 17.31%
Uttarakhand 317.25 1.57% 323.96 1.89% 616.16 1.70% 541.80 2.08% 407.34 2.54%
West Bengal 713.08 3.54% 453.47 2.64% 1,053.01 2.91% 542.48 2.08% 162.37 1.01%
Grand Total 20,158.12 100.00% 17,186.05 100.00% 36,177.93 100.00% 26,068.88 100.00% 16,044.93 100.00%
AUM by Ticket Size
Ticket Size As of September 30, As of March 31,
2025 2024 2025 2024 2023
Amount (₹ Percentage of Amount (₹ Percentage of Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage
million) Total (%) million) Total (%) million) of million) of million) of
Total (%) Total (%) Total (%)
Up to ₹ 0.10 8,964.39 14.87% 10,249.60 20.58% 10,128.17 18.30% 10,103.80 22.64% 7,952.25 27.90%
million
₹ 0.10 million 37,291.87 61.87% 33,609.11 67.49% 35,608.49 64.35% 30,632.51 68.63% 18,484.76 67.92%
to ₹ 0.30
million
₹ 0.30 million 12,148.62 20.15% 5,535.10 11.12% 8,756.01 15.82% 3,600.06 8.07% 1,091.01 4.01%
to ₹ 0.60
million
More than ₹ 1,871.35 3.10% 403.83 0.81% 846.29 1.53% 296.54 0.66% 47.50 0.17%
0.60 million
Total 60,276.22 100.00% 49,797.64 100.00% 55,338.96 100.00% 44,632.91 100.00% 27,215.51 100.00%
AUM by Tenor
As of September 30, As of March 31,
2025 2024 2025 2024 2023
Tenor Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage
million) of million) of million) of million) of million) of
Total (%) Total (%) Total (%) Total (%) Total (%)
Up to 24 months 14,618.21 24.30% 18,150.33 36.48% 16,541.42 29.94% 19,624.38 43.98% 17,740.51 65.19%
473As of September 30, As of March 31,
2025 2024 2025 2024 2023
Tenor Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage
million) of million) of million) of million) of million) of
Total (%) Total (%) Total (%) Total (%) Total (%)
25 months to 36 29,849.74 49.62% 23,854.64 47.95% 27,062.63 48.98% 19,601.86 43.93% 7,704.62 28.31%
months
37 months to 48 4,972.06 8.27% 3,361.54 6.76% 4,177.01 7.56% 2,221.76 4.98% 901.06 3.31%
months
More than 48 10,714.71 17.81% 4,382.75 8.81% 7,468.75 13.52% 3,171.68 7.11% 869.01 3.19%
months
Total 60,154.72 100.00% 49,749.29 100.00% 55,249.81 100.00% 44,619.68 100.00% 27,215.19 100.00%
*Excluding SwitchPe as SwitchPe is a revolving product
AUM by Industry
As of September 30, As of March 31,
2025 2024 2025 2024 2023
Industry Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage
million) of million) of million) of million) of million) of
Total (%) Total (%) Total (%) Total (%) Total (%)
Livestock rearing 16,346.22 27.12% 15,258.46 30.64% 16,051.47 29.01% 14,775.63 33.10% 10,098.25 37.10%
Manufacturing and 7,990.93 13.26% 5,741.63 11.53% 6,940.35 12.54% 4,868.64 10.91% 2,720.62 10.00%
others
Service and job 5,993.93 9.94% 4,525.60 9.09% 5,257.50 9.50% 3,876.03 8.68% 2,148.40 7.89%
work
Trading 29,945.14 49.68% 24,271.96 48.74% 27,089.64 48.95% 21,112.61 47.30% 12,248.25 45.00%
Total 60,276.22 100.00% 49,797.64 100.00% 55,338.96 100.00% 44,632.91 100.00% 27,215.51 100.00%
Function-wise Split of Employees
Function As of September 30, As of March 31,
2025 2024 2025 2024 2023
Administration 10 9 11 7 6
Audit and vigilance 62 50 58 38 39
Business excellence - - - 1 -
Central Operation(1) 23 22 - - -
Collection 1,099 530 602 295 319
474Function As of September 30, As of March 31,
2025 2024 2025 2024 2023
Corporate impact - - 3 2 2
Credit & Field Operations(2) 1,821 1,270 1,351 1,082 902
Customer service 354 273 282 232 152
Data science & AI 5 6 5 5 4
Digital Business 152 83 105 51 10
Distribution – Hypothecation loans and ‘Saral’ Property Loans 5,452 4,936 5,263 4,637 3,820
Distribution – ML centralized 335 44 59 - -
Distribution – ML decentralized 904 669 860 - -
Field Operations(2) - 357 - - -
Finance & legal 35 32 36 28 26
General management 7 7 5 2 2
HR 39 35 36 30 25
IT 42 43 44 31 27
Operations - - 362 367 373
Product 9 10 10 7 5
Risk 3 5 3 3 4
Strategy 8 7 7 7 8
ML Upsell 99 - - - -
Total 10,459 8,388 9,102 6,825 5,724
Notes:
(3) In Fiscals 2025, 2024 and 2023, the ‘central operation’ function was part of the ‘operations’ function.
(4) In the six months ended September 30, 2025, the ‘field operations’ function had been merged with the ‘credit and field operations’ function. However, for Fiscals 2025, 2024 and 2023, the ‘field operations’ function
was merged with the ‘operations’ function.
475SECTION VI – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS
Except as disclosed in this section, as on the date of this Prospectus, there are no outstanding (i) criminal
proceedings (including first information reports for which no cognizance has been taken by any court or any
judicial authority); (ii) actions taken by regulatory or statutory authorities including notices issued by such
authorities (including any outstanding penalties and show cause notices and any other notices received from
regulatory and statutory authorities); (iii) claims related to direct and indirect taxes (disclosed in a consolidated
manner giving the total number of claims and the total amount involved); (v) other outstanding litigation as
determined to be material pursuant to the Materiality Policy in accordance with the SEBI ICDR Regulations in
each case involving our Company, Subsidiaries and Directors (collectively the “Relevant Parties”); or (vi)
criminal proceedings (including first information reports for which no cognizance has been taken by any court or
any judicial authority) involving, or actions taken by regulatory or statutory authorities (including any
outstanding penalties and show cause notices and any other notices received from regulatory and statutory
authorities) against any of the Key Managerial Personnel or Senior Management Personnel. Pursuant to the
Materiality Policy for the purposes of (v) above, any pending litigation involving the Relevant Parties has been
considered ‘material’ and accordingly disclosed in this Prospectus where: the monetary amount of claim/amount
in dispute, to the extent quantifiable exceeds, (a) 2% of turnover, for the most recent Financial Year or period; or
(b) 2% of net worth, as at the end of the most recent Financial Year, except in case the arithmetic value of the net
worth is negative; or (c) 5% of the average of absolute value of profit or loss after tax, for the last three Financial
Years, whichever is lower. Accordingly, a materiality threshold of ₹ 64.47 million, equivalent to 5% of the average
of absolute value of profit or loss after tax, for the last three Financial Years has been considered for the purposes
of (v) above.
Any outstanding litigation wherein the monetary impact is not quantifiable or is lower than the threshold as
specified in (a) above, but the outcome in any such litigation would materially and adversely affect our business,
prospects, operations, performance, financial position or reputation, on a standalone or consolidated basis in the
opinion of the Board.
Any outstanding litigation wherein the decision in one matter is likely to affect the decision in similar matters,
even though the amount involved in an individual matter may not exceed the materiality threshold as specified in
(a) above.
For the above purposes, pre-litigation notices received by the Relevant Parties from third parties (excluding
notices from governmental, statutory, or regulatory or tax authorities or notices threatening criminal action) shall
not be evaluated for materiality until such persons are impleaded as defendants or respondents in proceedings
before any judicial/arbitral forum. Additionally, outstanding litigation involving any group company of our
Company, that may have a material impact on the Company, shall also be disclosed, if an adverse outcome from
such pending litigation would materially affect the business, operations or financial position or reputation of our
Company. As on the date of this Prospectus, there are no outstanding litigations involving our Group Company,
which has a material impact on the business, operations, financial position or reputation of our Company.
Except as stated in this section, there are no outstanding material dues to creditors of our Company. Further in
terms of the Materiality Policy, a creditor shall be considered “material”, if the outstanding dues to such creditor
is equal to or exceeds 5% of restated consolidated trade payables of our Company, as on the last date of the
Restated Consolidated Financial Information as disclosed in this Prospectus (“Material Creditors”).
Accordingly, as on September 30, 2025, any outstanding dues exceeding ₹ 7.59 million have been considered as
material outstanding dues for the purposes of identification of material creditors and related information in this
section. For outstanding dues to any party which is a micro, small or medium enterprise (“MSME”), the
disclosure will be based on information available with the Company regarding the status of the creditor as defined
under the Micro, Small and Medium Enterprises Development Act, 2006, as amended read with the rules and
notifications thereunder.
I. LITIGATION INVOLVING OUR COMPANY
Outstanding litigation against our Company
A. Other Tax proceedings
476Except as disclosed below, there are no proceedings related to direct and/ or indirect taxes pending
against our Company:
(in ₹ million)
Particulars Number of cases Ascertainable amount involved*
Direct tax 4 158.00
Indirect tax 1 0.83
Total 5 158.83
*To the extent quantifiable
B. Actions by statutory and regulatory authorities
(i) A notice dated January 13, 2026 was issued by the Office of the Divisional Commissioner, Revenue
Department Stamp and Registration Branch against our Company alleging that our Company had issued
shares but not applied for adjudication of stamp duty payable and further directed our Company to appear
before the additional district magistrate on January 28, 2026 with certain documents including details of
instruments executed, proof of stamp duty paid certificate, explanation for non-payment/ short payment
and other relevant documents. On January 28, 2026, a subsequent date of appearance dated February 5,
2026 was given to our Company. The matter is currently pending.
Outstanding litigation by our Company
A. Criminal proceedings
(i) Our Company has, in the ordinary course of business, initiated 534 cases against our borrowers under
Section 138 of the Negotiable Instruments Act, 1881, in relation to dishonour of cheques. The aggregate
amount involved in these proceedings is ₹160.81 million. These matters are currently pending at various
stages of adjudication before various courts in India.
(ii) Our Company has, in the ordinary course of business, initiated 9,215 cases against our borrowers under
Section 25 of the Payment and Settlements Act, 2007, in relation to dishonour of electronic funds transfer.
The aggregate amount involved in these matters is ₹1,054.14 million. These matters are currently pending
at various stages of adjudication before various courts in India.
II. LITIGATION INVOLVING OUR SUBSIDIARY
Outstanding litigation against our Subsidiary
Nil
Outstanding litigation by our Subsidiary
Nil
III. LITIGATION INVOLVING OUR DIRECTORS
Outstanding litigation against our Directors
Nil
Outstanding litigation by our Directors
Nil
IV. LITIGATION INVOLVING OUR KMPs and SMPs
Outstanding litigation against our KMPs and SMPs
Nil
Outstanding litigation by our KMPs and SMPs
477Nil
V. OUTSTANDING DUES TO CREDITORS
Our Company owes an aggregate amount of ₹7.41 million to a total of 29 micro, small and medium
enterprises as defined under the MSME Act. The details of outstanding dues owed as of September 30,
2025 by our Company are set out below:
(in million)
Type of creditors Number of creditors Amount involved*
Micro, small and medium enterprises 29 7.41
Material creditor - -
Other creditors 135 6.32
Total 164 13.73
The details pertaining to outstanding over dues to the material creditors along with names and amounts
involved for each such material creditor are available on the website of our Company at
https://www.ayefin.com/wp-content/uploads/2024/12/list-of-material-creditors.pdf
MATERIAL DEVELOPMENTS SINCE THE LAST BALANCE SHEET DATE
Except as stated in “Management’s Discussion and Analysis of Financial Condition and Results of
Operation” on page 410, there have not arisen, since the date of the last financial statements disclosed
in this Prospectus, any circumstances which materially and adversely affect or are likely to affect our
profitability taken as a whole or the value of our consolidated assets or our ability to pay our liabilities
within the next 12 months.
478GOVERNMENT AND OTHER APPROVALS
Our Company requires various approvals, licenses, registrations, and permits issued by relevant governmental
and regulatory authorities under various rules and regulations to carry out our present business activities and to
undertake the Offer. We have set out below an indicative list of all material approvals required by our Company
(“Material Approvals”), for the purposes of undertaking our business activities and operations and except as
mentioned below, no further material approvals are required to carry on our present business activities.
Certain of our key approvals, licenses, registrations, and permits may expire periodically in the ordinary course
and applications for renewal of such expired approvals are submitted in accordance with applicable requirements
and procedures, as necessary. For further details, in connection with the applicable regulatory and legal
framework within which we operate, see “Risk Factors” and “Key Regulations and Policies in India” on pages
33 and 256, respectively. For the approvals and authorisations obtained by our Company in relation to the Offer,
see “Other Regulatory and Statutory Disclosures – Authority for the Offer” on page 482. For incorporation
details of our Company, see “History and Certain Corporate Matters” on page 275.
Material approvals in relation to our business and operations
(a) Material approvals in relation to our business
The material approvals in relation to the establishments and business operations of our Company issued
by authorities of the respective jurisdictions in which our establishments and business operations are
located are set forth below:
(i) Certificate of registration dated November 27, 2015, granted by RBI, bearing no. B-14.03323 to our
Company, for registration as an NBFC without accepting public deposits pursuant to powers
conferred on RBI under Section 45IA of the RBI Act.
(ii) Certificate of registration dated March 25, 2025, granted by RBI, bearing no. B-14.03323, to our
Company, for registration as an NBFC without accepting public deposits pursuant to powers
conferred on RBI under Section 45IA of the RBI Act. Certificate of registration, as a corporate agent
(composite) issued by the Insurance Regulatory and Development Authority of India bearing
registration number CA0957 issued on June 27, 2024, effective from June 27, 2024 till June 26,
2027.
(iii) Legal entity identifier code – 335800Q6CHM9LTEPY552 issued by Legal Entity Identifier India
Limited.
(iv) Registration with the Central Know Your Customer Registry under Central Registry of
Securitisation Asset Reconstruction and Security Interest of India (CERSAI), bearing entity code
JC15400004 and FI code IN3173.
(v) Registration with the CERSAI, for uploading of mortgages/charge creation with details of mortgage
loans of all customers of our Company on timely basis.
(vi) Registration for information utility services for financial creditor dated May 16, 2018 with National
e-Governance Services Limited.
(b) Taxation related approvals
(i) Our permanent account number of our Company is AABCD8717B.
(ii) Our tax deduction account number of our Company is DELD15067D.
(iii) GST registrations issued under the central and state specific GST laws, as applicable to our
Company.
479(c) Labour and commercial approvals
(i) Certificate of registration dated November 5, 2014, issued under the Employees’ Provident
Funds and Miscellaneous Provisions Act, 1952, to our Company.
(ii) Certificate of registration dated November 13, 2014 issued under the Employees’ State
Insurance Act, 1948, to our Company.
(iii) Our Company has obtained license under Delhi Shops and Establishment Act, 1954 for
registration of our Registered Office as a commercial establishment.
(iv) Our Company has obtained license under the Punjab Shops and Commercial Establishments
Act, 1958 for registration of our Corporate Office as a commercial establishment.
I. Material approvals for our branches and regional offices
Our Company has obtained registrations in the ordinary course of business for our branches and regional
offices across various states and union territories in India including licenses for location of business
issued by relevant municipal authorities under applicable laws, registrations under professional tax
registrations, GST registrations, the Employees’ State Insurance Act, 1948, and shops and establishment
registrations issued under the relevant state legislations. Certain licenses may have lapsed in their normal
course and our Company has either made an application to the appropriate authorities for fresh
registrations or for renewal of existing registrations or is in the process of making such applications. For
further details, please see “Risk Factors – 51. We are required to obtain certain statutory and regulatory
licenses and approvals for our operations and any failure or omission to obtain, maintain or renew
such licenses and approvals in a timely manner, or at all, could adversely affect our business, cash
flows and results of operations” on page 62.
II. Material approvals applied for but not received
As on the date of this Prospectus, there are no material approvals which our Company has applied for,
but which have not been received.
III. Material approvals required but not obtained or applied for or renewed
As on the date of this Prospectus, there are no material approvals which our Company is required to
obtain but which have not been obtained or been applied for.
IV. Intellectual Property Rights
For details in relation to our intellectual property registrations, see “Our Business – Intellectual
Property” on page 251.
480OUR GROUP COMPANIES
Pursuant to a resolution dated November 30, 2025 our Board formulated a policy for identification of group
companies (“Materiality Policy”) and has noted that in accordance with the SEBI ICDR Regulations and for the
purpose of disclosure in this Prospectus, group companies of our Company shall include: (i) the companies (other
than the Subsidiary) with which there were related party transactions as disclosed in the Restated Financial
Statements, as covered under the Indian Accounting Standard (Ind AS 24); and (ii) such other companies as
considered material by the Board, in accordance with the Materiality Policy.
With respect to point (ii) above, such companies with which our Company has entered into one or more related
party transactions as per Ind AS 24 or Companies Act, 2013 during the period after the last completed financial
year and the stub period as included in this Prospectus until the date of filing of this Prospectus have been included
as Group Companies.
Accordingly, based on the parameters outlined above, as on the date of this Prospectus, our Company does not
have any Group Company.
481OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Offer
Corporate Approvals
• Our Board has authorised the Offer by way of its resolution dated December 11, 2024 and our
Shareholders have authorized the Fresh Issue pursuant to a special resolution passed on December 11,
2024. Further, our Board has taken on record the consent of the Selling Shareholders to participate in the
Offer for Sale pursuant to a resolution passed at its meeting held on December 12, 2024, November 30,
2025 and January 16, 2026.
• Our Board pursuant to its resolution dated December 16, 2024, has approved the Draft Red Herring
Prospectus for filing with SEBI and the Stock Exchanges.
• Our Board pursuant to its resolution dated September 11, 2025, has approved the Addendum for filing
with SEBI and the Stock Exchanges.
• Our Board pursuant to its resolution dated February 3, 2026, has approved the Red Herring Prospectus.
• Our Board pursuant to its resolution dated February 11, 2026, has approved this Prospectus
Approvals from the Selling Shareholders
Each of the Selling Shareholders have, severally and not jointly, confirmed and approved the inclusion of its
respective portion of Offered Shares in the Offer for Sale, as set out below:
Sr. Name of the Selling Shareholder Date of resolution Date of consent Number of Equity
No. or other corporate letter Shares of face value
authorization of ₹2 offered for
sale/ Amount (₹ in
million)
Corporate Selling Shareholder
1. A lpha Wave India I LP December 9, 2024 January 16, 2026 2,325,581* Equity
Shares bearing face
value of ₹ 2 each
aggregating to
₹300.00* million
2. C apitalG LP October 14, 2024 November 29, 2025 6,395,348* Equity
Shares bearing face
value of ₹ 2 each
aggregating to
₹825.00 million*
3. L GT Capital Invest Mauritius PCC January 12, 2026 January 16, 2026 2,325,581* Equity
with Cell E/VP Shares bearing face
value of ₹ 2 each
aggregating to
₹300.00 million*
4. M AJ Invest Financial Inclusion Fund November 26, 2025 January 16, 2026 10,834,341* Equity
II K/S Shares bearing face
value of ₹ 2 each
aggregating to
₹1,397.63 million*
Individual Selling Shareholder
5. V ikram Jetley NA January 16, 2026 1,374,961* Equity
Shares bearing face
value of ₹ 2 each
aggregating to
₹177.37 million*
* Subject to finalization of Basis of Allotment.
In terms of Scale Based Regulations, prior written permission of the RBI is required for any change in the
shareholding of a NBFC, including progressive increases over time, which would result in the acquisition/ transfer
of shareholding of 26% or more of the paid up equity capital of the NBFC. Accordingly, our Company has filed
482an application dated December 12, 2024 with the RBI seeking a prior approval in relation to the Offer, the filing
of the Draft Red Herring Prospectus, the Red Herring Prospectus, this Prospectus and Offer related
advertisements. Our Company has received the approval from RBI pursuant to a letter dated April 21, 2025,
subject to the following conditions:
1. The Company shall draft/modify the draft red herring prospectus to clarify that acquisition of 26% or more
of the paid-up equity share capital of the entity would require prior approval of the Reserve Bank. Alternately,
the allotment of shares shall be made in a such way that it shall not lead to the acquisition of 26% or more of
the paid-up equity capital by a person and further acquisition (by the person), is conditional upon prior
approval of RBI if the (foregoing) threshold is breached.
2. In case any person or group of individuals acting in concert directly or indirectly acquire beyond 26% equity
/ control of the Company, due diligence for fit & proper criteria shall be done at the time of issuance of the
instruments. The Company shall approach RBI before allotment of equity shares in such cases.
3. The company shall meet the extant Statutory Provisions, regulations of other Financial Sector Regulators and
Regulatory Guidelines issued by RBI from time to time.
Each of the Selling Shareholders, severally and not jointly, confirms that its respective portion of the Offered
Shares is eligible to be offered for sale in the Offer in accordance with Regulation 8 and Regulation 8A of the
SEBI ICDR Regulations, to the extent applicable to it, as on the date of this Prospectus.
In-principle listing approvals
Our Company has received in-principle approvals from BSE and NSE for the listing of our Equity Shares pursuant
to letters each dated March 5, 2025.
Prohibition by SEBI, RBI or governmental authorities
Our Company, Directors and each of the Selling Shareholders, severally and not jointly, confirm that they are not
prohibited from accessing the capital markets or debarred from buying, selling or dealing in securities under any
order or direction passed by SEBI or any securities market regulator in any other jurisdiction or any authority or
court having jurisdiction over them.
Compliance with the Companies (Significant Beneficial Owners) Rules, 2018
Our Company confirms that it is in compliance with the Companies (Significant Beneficial Owners) Rules, 2018,
as amended, to the extent applicable to it, as on the date of this Prospectus.
Each of the Selling Shareholders, severally and not jointly, confirm that it is in compliance with the Companies
(Significant Beneficial Owners) Rules, 2018, as amended, to the extent applicable to it in respect of its holding in
our Company, as on the date of this Prospectus.
Directors associated with the securities market
None of our Directors are associated with the securities market in any manner and there are no outstanding actions
initiated by the SEBI against any of our Directors in the five years immediately preceding the date of this
Prospectus.
Eligibility for the Offer
Our Company does not satisfy the conditions specified in Regulation 6(1)(a) and 6(1)(b) of the SEBI ICDR
Regulations and are therefore required to meet the conditions detailed in Regulation 6(2) of the SEBI ICDR
Regulations, as set forth below:
“An issuer not satisfying the condition stipulated in Regulation 6(1) of the SEBI ICDR Regulations shall be eligible
to make an initial public offer only if the issue is made through the book-building process and the issuer undertakes
to allot at least seventy five per cent. of the net offer to qualified institutional buyers and to refund the full
subscription money if it fails to do so.”
(amount ₹ in million)
483As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Restated net tangible assets(1) 15,936.56 11,866.37 7,272.78
Restated monetary assets(2) 9,889.37 5,729.32 2,776.29
Monetary assets as a % of net tangible assets (%), as 62.05% 48.28% 38.17%
restated
Pre-tax operating profit, as restated(3) 1,797.57 1,963.24 514.86
Net worth(4) as restated 16,588.68 12,326.47 7,544.93
(1)“Net tangible assets” means the sum of all net assets of the Company as per the Restated Financial Statements excluding Intangible Assets
(as per IND AS- 38), Deferred Tax Assets (net) (as per IND AS-12) and Right of Use Assets (as per IND AS- 116) reduced by Total Liabilities
(excluding lease liabilities) of the Company, as defined under the Indian Accounting Standards prescribed under Section 133 of the Companies
Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015).
(2)‘Monetary Assets’ means cash in hand, balance with bank in current and deposit account. Bank Deposits pledged are not considered as
Monetary Assets.
(3)“Average Pre-Tax Operating Profit” means restated profit before tax excluding other income and exceptional items.
(4)Net Worth means total equity as of the last day of the relevant year / period.
We were therefore required to allot not less than 75% of the Offer to QIBs to meet the conditions as detailed under
Regulation 6(2) of the SEBI ICDR Regulations. In the event we fail to do so, the full application monies shall be
refunded to the Bidders, in accordance with the SEBI ICDR Regulations.
Our Company confirms that it is in compliance with the conditions specified in Regulation 7(1) of the SEBI ICDR
Regulations, to the extent applicable and will ensure compliance with the conditions specified in Regulation 7(2)
of the SEBI ICDR Regulations, to the extent applicable.
Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the
number of Allottees under the Offer shall be not less than 1,000, failing which, the entire application money will
be refunded forthwith in accordance with the SEBI ICDR Regulations and other applicable laws.
Further, our Company confirms that it is not ineligible to make the Offer in terms of Regulation 5 of the SEBI
ICDR Regulations, to the extent applicable. Our Company is in compliance with the conditions specified in
Regulation 5 of the SEBI ICDR Regulations, as follows:
(a) neither our Company nor our Directors nor any of the Selling Shareholders, are debarred from accessing
the capital markets by SEBI;
(b) none of our Directors are promoters or directors of companies which are debarred from accessing the
capital markets by SEBI;
(c) neither our Company nor any of our Directors is a Wilful Defaulter or a Fraudulent Borrower;
(d) none of our Directors is a Fugitive Economic Offender under section 12 of the Fugitive Economic
Offenders Act, 2018; and
(e) as on the date of this Prospectus, except for employee stock options granted pursuant to the Employee
Stock Option Plans issued by our Company, there are no outstanding warrants, options or rights to
convert debentures, loans or other instruments convertible into, or any other right which would entitle
any person any option to receive Equity Shares. See “Capital Structure” on page 95.
DISCLAIMER CLAUSE OF THE SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS PROSPECTUS TO SEBI
SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN
CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR
THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE OFFER IS
PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR
OPINIONS EXPRESSED IN THIS PROSPECTUS. THE BRLMS, AXIS CAPITAL LIMITED, IIFL
CAPITAL SERVICES LIMITED (FORMERLY KNOWN AS IIFL SECURITIES LIMITED), JM
FINANCIAL LIMITED AND NUVAMA WEALTH MANAGEMENT LIMITED HAVE CERTIFIED
THAT THE DISCLOSURES MADE IN THE RED HERRING PROSPECTUS ARE GENERALLY
ADEQUATE AND ARE IN CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF
INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS
AMENDED. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED
DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED OFFER.
484IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE RED HERRING PROSPECTUS AND EACH OF THE SELLING
SHAREHOLDERS, SEVERALLY AND NOT JOINTLY, WILL BE RESPONSIBLE ONLY FOR THE
STATEMENTS SPECIFICALLY CONFIRMED OR UNDERTAKEN BY IT IN THIS PROSPECTUS IN
RELATION TO ITSELF AND ITS RESPECTIVE PORTION OF THE OFFERED SHARES, THE
BRLMS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY
DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS
PURPOSE, THE BRLMS, AXIS CAPITAL LIMITED, IIFL CAPITAL SERVICES LIMITED
(FORMERLY KNOWN AS IIFL SECURITIES LIMITED), JM FINANCIAL LIMITED AND NUVAMA
WEALTH MANAGEMENT LIMITED HAVE FURNISHED TO SEBI, A DUE DILIGENCE
CERTIFICATE DATED 16, 2024 IN THE FORMAT PRESCRIBED UNDER SCHEDULE V(A) OF THE
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2018, AS AMENDED.
THE FILING OF THE RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE
COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT 2013 OR FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY AND/OR OTHER CLEARANCES AS MAY
BE REQUIRED FOR THE PURPOSE OF THE PROPOSED OFFER. SEBI FURTHER RESERVES THE
RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE BRLMS, ANY IRREGULARITIES OR
LAPSES IN THIS PROSPECTUS.
Disclaimer from our Company, our Directors, the Selling Shareholders and the BRLMs
Our Company, our Directors and the BRLMs accept no responsibility for statements made otherwise than in this
Prospectus or in the advertisements or any other material issued by or at our Company’s instance and anyone
placing reliance on any other source of information, or any website of our Subsidiary, any affiliate of our Company
or Selling Shareholders, would be doing so at his or her own risk. It is clarified that neither the Selling
Shareholders, nor their respective directors, trustees, partners, affiliates, associates and officers, accept and/or
undertake any responsibility for any statements made or undertakings provided other than those specifically made
or undertaken by such Selling Shareholder solely in relation to itself and/or its respective portion of the Offered
Shares in this Prospectus.
All information shall be made available by our Company, the Selling Shareholders (severally and not jointly,
solely to the extent relating to itself and its respective portion of the Offered Shares and to the extent required in
relation to the Offer for Sale) and the BRLMs to the public and investors at large and no selective or additional
information would be available for a section of the investors in any manner whatsoever, including at road show
presentations, in research or sales reports, at Bidding centres or elsewhere.
Investors who Bid in the Offer will be required to confirm and will be deemed to have represented to our Company,
the Selling Shareholders, the Underwriters 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 Equity Shares and will not issue, sell, pledge, or transfer the Equity Shares to any person who is not
eligible under any applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares.
The BRLMs and their respective associates and affiliates, in their capacity as principals or agents, may engage in
transactions with, and perform services for, our Company, our Subsidiary, the Selling Shareholders and their
respective group companies, affiliates or associates or third parties in the ordinary course of business and have
engaged, or may in the future engage, in commercial banking and investment banking transactions with our
Company, the Selling Shareholders and their respective group companies, affiliates or associates or third parties,
for which they have received, and may in the future receive, compensation.
Disclaimer in respect of jurisdiction
This Offer is being made in India to persons resident in India (including Indian nationals resident in India, Hindu
Undivided Families (“HUFs”), companies, other corporate bodies and societies registered under the applicable
laws in India and authorized to invest in equity shares, Indian Mutual Funds registered with the SEBI, Indian
financial institutions, commercial banks, regional rural banks, co-operative banks (subject to permission from the
RBI), non-banking financial companies registered with RBI or trusts under the applicable trust laws, and who are
authorized under their respective constitutions to hold and invest in equity shares, public financial institutions as
specified under Section 2(72) of the Companies Act 2013, venture capital funds, permitted insurance companies
485and pension funds registered with the Pension Fund Regulatory and Development Authority established under
sub-section (1) of section 3 of the Pension Fund Regulatory and Development Authority Act, 2013 and, to
permitted Non-Residents including Eligible NRIs, AIFs, FPIs and QIBs. This Prospectus does not, however,
constitute an offer to sell or an invitation to subscribe to or purchase the Equity Shares offered hereby, in any
jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person
into whose possession this Prospectus comes is required to inform himself or herself about, and to observe, any
such restrictions. Any dispute arising out of this Offer will be subject to the jurisdiction of appropriate court(s) at
Mumbai, India only.
No action has been, or will be taken to permit a public offering in any jurisdiction where action would be required
for that purpose, except that this Prospectus has been filed with SEBI for its observations. Accordingly, the Equity
Shares represented hereby may not be offered or sold, directly or indirectly, and this Prospectus may not be
distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction.
Neither the delivery of this Prospectus, nor any offer or sale hereunder, shall, under any circumstances, create any
implication that there has been no change in our affairs or in the affairs of each of the Selling Shareholders from
the date hereof or that the information contained herein is correct as of any time subsequent to the date of this
Prospectus.
Bidders are advised to ensure that any Bid from them does not exceed investment limits or maximum
number of Equity Shares that can be held by them under applicable law. Further, each Bidder where
required must agree in the Allotment Advice that such Bidder will not sell or transfer any Equity Shares
or any economic interest therein, including any off-shore derivative instruments, such as participatory
notes, issued against the Equity Shares or any similar security, other than in accordance with applicable
laws.
Eligibility and transfer restrictions
The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities
Act or any other applicable law of the United States and, unless so registered, may not be offered or sold
within the United States, except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the
Equity Shares are being offered and sold (i) within the United States (a) only to persons reasonably believed
to be “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act and referred
to in this Prospectus as “U.S. QIBs”), (b) QPs, as defined in Section 2(a)(51) of the U.S. Investment
Company Act (persons who are both a U.S. QIB and a QP are referred to as “Entitled QPs”); in
transactions exempt from the registration requirements of the U.S. Securities Act, and (ii) outside the
United States in “offshore transactions” as defined in and in reliance on Regulation S under the U.S.
Securities Act and the applicable laws of the jurisdiction where those offers and sales are made. For the
avoidance of doubt, the term “U.S. QIBs” does not refer to a category of institutional investors defined
under applicable Indian regulations and referred to in this Prospectus as “QIBs”.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.
Our Company has not been and will not be registered under the U.S. Investment Company Act and
investors will not be entitled to the benefits of the U.S. Investment Company Act. Our Company is relying
on the exemption provided by Section 3(a)(7) of the U.S. Investment Company Act, and as a result the
Equity Shares are being offered and sold in the United States and to U.S. Persons only to persons who are
Entitled QPs.
Our Company may be a “covered fund” for purposes of the “Volcker Rule” contained in the Dodd-Frank Act
(Section 619: Prohibitions on Proprietary Trading and Certain Relationships with Hedge Funds and Private Equity
Funds). Accordingly, entities that may be “covered banking entities” for the purposes of the Volcker Rule may be
restricted from holding the Company’s securities and should take specific advice before making an investment in
our Company.
Until the expiry of 40 days after the commencement of this Offer, an offer or sale of Equity Shares within the
United States by a dealer (whether or not it is participating in this Offer) may violate the registration requirements
of the U.S. Securities Act if such an offer for sale is made otherwise than in compliance with the available
exemptions from registration under the U.S. Securities Act.
486Equity Shares Offered and Sold within the United States
Each purchaser that is acquiring the Equity Shares offered pursuant to this Offer within the United States, by its
acceptance of this Prospectus and of the Equity Shares, will be deemed to have acknowledged, represented to and
agreed with our Company and the BRLMs that it has received a copy of this Prospectus and such other information
as it deems necessary to make an informed investment decision and that:
4. the purchaser is authorized to consummate the purchase of the Equity Shares offered pursuant to this Offer
in compliance with all applicable laws and regulations;
5. the purchaser acknowledges that the Equity Shares offered pursuant to this Offer have not been and will
not be registered under the U.S. Securities Act or with any securities regulatory authority of any state of
the United States and accordingly may not be offered or sold within the United States except pursuant to
an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities
Act;
6. the purchaser (i) is a U.S. QIB and a QP, (ii) is aware that the sale to it is being made in a transaction
exempt from or not subject to the registration requirements of the U.S. Securities Act, and (iii) is acquiring
such Equity Shares for its own account or for the account of a U.S. QIB and a QP with respect to which it
exercises sole investment discretion; the purchaser, and each account for which it is purchasing or
otherwise acquiring Equity Shares, will purchase, hold or transfer Equity Shares amounting to at least
US$250,000 or its equivalent in another currency;
7. the purchaser is not an affiliate of our Company or a person acting on behalf of an affiliate of our Company;
8. the purchaser acknowledges that the Company has not registered, and does not intend to register, as an
“investment company” (as such term is defined under the U.S. Investment Company Act) and that the
Company has imposed the transfer and offering restrictions with respect to persons in the United States
and U.S. Persons described herein so that the Company will qualify for the exception provided under
Section 3©(7) of the U.S. Investment Company Act and will have no obligation to register as an investment
company. The purchaser, and each person for which it is acting, also understands and agrees that the
Company and the BRLMs shall have the right to request and receive such additional documents,
certificates, representations and undertakings, from time to time, as they may deem necessary in order to
comply with applicable legal requirements, including a U.S. investment representation letter forming part
of the Bid cum Application Form;
9. the purchaser is not a broker-dealer which owns and invests on a discretionary basis less than US$25
million in securities of issuers unaffiliated with such broker-dealer;
10. the purchaser understands that, subject to certain exceptions, to be a QP, entities must have US$25 million
in “investments” (as defined in Rule 2a51-1 of the U.S. Investment Company Act);
11. the purchaser is not an affiliate of the Company or a person acting on behalf of an affiliate;
12. the purchaser is not a participant-directed employee plan, such as a 401(k) plan, or a trust holding the assets
of such plan, unless the investment decisions with respect to such plan are made solely by the fiduciary,
trustee or sponsor of such plan;
13. the purchaser is not managed as a device for facilitating individual investment decisions of beneficial
owners, but rather is managed as a collective investment vehicle;
14. the purchaser, and each account for which it is purchasing or otherwise acquiring Equity Shares, will
purchase, hold or transfer Equity Shares amounting to at least US$250,000 or its equivalent in another
currency;
15. it, and each person for which it is acting, was not formed, reformed or recapitalized for the purpose of
investing in the Equity Shares and/or other securities of the Company;
16. if the purchaser, or any person for which it is acting, is an investment company excepted from the U.S
Investment Company Act pursuant to Section 3(c)(1) or Section 3(c)(7) thereof (or a foreign investment
company under section 7(d) thereof relying on Section 3(c)(1) or 3(c)(7) with respect to its holders that are
U.S. persons) and was formed on or before April 30, 1996, it has received the consent of its beneficial
487owners who acquired their interests on or before April 30, 1996, with respect to its treatment as a QP in
the manner required by Section 2(a)(51)(C) of the U.S. Investment Company Act and the rules promulgated
thereunder;
17. the purchaser, and each person for which it is acting, is not a partnership, common trust fund, or
corporation, special trust, pension fund or retirement plan, or other entity, in which the partners,
beneficiaries, beneficial owners, participants, shareholders or other equity owners, as the case may be, may
designate the particular investments to be made, or the allocation thereof unless all such partners,
beneficiaries, beneficial owners, participants, shareholders or other equity owners are both U.S. QIBs and
QPs;
18. the purchaser, and each person for which it is acting, has not invested more than 40.0% of its assets in the
Equity Shares (or beneficial interests therein) and/or other securities of the Company after giving effect to
the purchase of the Equity Shares (or beneficial interests therein) (unless all of the beneficial owners of
such entity’s securities are both U.S. QIBs and QPs);
19. if, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Equity Shares, or
any economic interest therein, such Equity Shares or any economic interest therein may be offered, sold,
pledged or otherwise transferred only outside the United States in an “offshore transaction” complying
with Rule 903 or Rule 904 of Regulation S under the Securities Act to a person outside the United States
and not known by the transferor to be a U.S. Person by pre – arrangement or otherwise (such permitted
transactions including, for the avoidance of doubt, a bona fide sale on the BSE or NSE). The purchaser
agrees not to effect any sale, pledge or other transfer of any Equity Shares in a transaction unless the
purchaser first executes a US Resale Letter in the form of Annexure A to this Prospectus and delivers such
letter to the Company prior to the settlement if any, of the sale, pledge or other transfer of the Equity Shares
that is not consummated on BSE or NSE. The purchaser understands that the transfer restrictions will
remain in effect until the Company determines, in its sole discretion, to remove them;
20. is not subscribing to, or purchasing, the Equity Shares with a view to, or for the offer or sale in connection
with, any distribution thereof (within the meaning of the U.S. Securities Act) that would be in violation of
the securities laws of the United States or any state thereof;
21. the Equity Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities
Act and no representation is made as to the availability of the exemption provided by Rule 144 under the
U.S. Securities Act for resales of any such Equity Shares;
22. the purchaser will not deposit or cause to be deposited such Equity Shares into any depositary receipt
facility established or maintained by a depositary bank other than a Rule 144A restricted depositary receipt
facility, so long as such Equity Shares are “restricted securities” within the meaning of Rule 144(a)(3)
under the U.S. Securities Act;
23. the purchaser understands that such Equity Shares (to the extent they are in certificated form), unless our
Company determines otherwise in accordance with applicable law, will bear a legend substantially to the
following effect:
“THE EQUITY SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.
SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES AND THE ISSUER HAS NOT
BEEN REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS
AMENDED (THE “U.S. INVESTMENT COMPANY ACT”). THIS SECURITY MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON
WHOM THE SELLER OR ANY PERSON ACTING ON ITS BEHALF REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A UNDER THE U.S. SECURITIES ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A UNDER THE U.S. SECURITIES ACT, (2) IN A OFFSHORE
TRANSACTION COMPLYING WITH REGULATION S UNDER THE U.S. SECURITIES ACT,
(3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (4) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
UNDER THE U.S. SECURITIES ACT AND THE U.S. INVESTMENT COMPANY ACT, IN EACH
488CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES.
THIS SECURITY IS NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE
RESTRICTIONS DESCRIBED HEREIN. EACH TRANSFEROR OF THIS SECURITY AGREES
TO PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN
THE COMPANY’S OFFER DOCUMENTS TO THE TRANSFEREE AND TO ANY EXECUTING
BROKER.”
24. the purchaser agrees that neither the purchaser, nor any of its affiliates (as defined in Rule 405 of the U.S.
Securities Act), nor any person acting on behalf of the purchaser or any of its affiliates (as defined in Rule
405 of the U.S. Securities Act), will make any “directed selling efforts” as defined in Regulation S under
the U.S. Securities Act in the United States with respect to the Equity Shares or any “general solicitation”
or “general advertising” (as defined in Regulation D under the U.S. Securities Act) in the United States in
connection with any offer or sale of the Equity Shares;
25. the purchaser agrees, upon a proposed transfer of the Equity Shares, to notify any purchaser of such Equity
Shares or the executing broker, as applicable, of any transfer restrictions that are applicable to the Equity
Shares being sold and agrees not to act as a swap counterparty or other type of intermediary whereby any
other party will acquire an economic interest or beneficial interest in the Equity Shares acquired or reoffer,
resell, pledge or otherwise transfer the Equity Shares or any beneficial interest therein, to any person except
to a person that meets all of the requirements above and who agrees not to subsequently transfer the Equity
Shares or any beneficial interest therein except in accordance with these transfer restrictions;
26. the purchaser understands and acknowledges that (i) the Company will not recognize any offer, sale, pledge
or other transfer of such Equity Shares made other than in compliance with the above-stated restrictions;
(ii) any acquisition of a beneficial interest in the Equity Shares by any U.S. Person or any person within
the United States who is required under these restrictions to be a QP but is not a QP at the time it acquires
a beneficial interest in the Equity Shares, shall be null and void ab initio and will not be honored by the
Company and in no event will the Company, its directors, off icers, employees or agents, including any
broker or dealer, have any liability whatsoever to the purchaser by reason of any act or failure to act by
any person authorized by the Company in connection with the foregoing;
27. the purchaser understands and acknowledges that the Company may be considered a “covered fund” for
purposes of the Volcker Rule. The definition of “covered fund” in the Volcker Rule includes, in part, any
entity that would be an investment company under the U.S. Investment Company Act but f or the
exclusions provided under Section 3(c)(1) or 3(c)(7) thereunder. Because the Company relies on Section
3(c)(7) of the U.S. Investment Company Act for its exclusion from registration thereunder, it may be
considered a “covered fund”. Accordingly, “banking entities” that are subject to the Volcker Rule may be
prohibited under the Volcker Rule from, among other things, acquiring or retaining our Equity Shares,
absent any applicable exclusion or exemption under the Volcker Rule. Each purchaser must make its own
determination as to whether it is a “banking entity” subject to the Volcker Rule and, if applicable, the
potential impact of the Volcker Rule on its ability to purchase or retain our Equity Shares; and
28. the purchaser is knowledgeable, sophisticated and experienced in business and financial matters, fully
understands the limitations on ownership and transfer and the restrictions on sales of the Equity Shares and
is aware that there are substantial risks incidental to the purchase of the Equity Shares and is able to bear
the economic risk of such purchase; and the purchaser acknowledges that the Company, the BRLMs, their
respective affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements,
representations and agreements and agrees that, if any of such acknowledgements, representations and
agreements deemed to have been made by virtue of its purchase of such Equity Shares are no longer
accurate, it will promptly notify the Company, and if it is acquiring any of such Equity Shares as a fiduciary
or agent for one or more accounts, it represents that it has sole investment discretion with respect to each
such account and that it has full power to make the foregoing acknowledgements, representations and
agreements on behalf of such account.
All Other Equity Shares Offered and Sold in this Offer
Each purchaser that is acquiring the Equity Shares offered pursuant to this Offer outside the United States, by its
acceptance of this Prospectus and of the Equity Shares offered pursuant to this Offer, will be deemed to have
489acknowledged, represented to and agreed with our Company and the BRLMs that it has received a copy of this
Prospectus and such other information as it deems necessary to make an informed investment decision and that:
1. the purchaser is authorized to consummate the purchase of the Equity Shares offered pursuant to this Offer
in compliance with all applicable laws and regulations;
2. the purchaser acknowledges that the Equity Shares offered pursuant to this Offer have not been and will
not be registered under the U.S. Securities Act or with any securities regulatory authority of any state of
the United States and accordingly may not be offered or sold within the United States except pursuant to
an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities
Act;
3. the purchaser is purchasing the Equity Shares offered pursuant to this Offer in an offshore transaction
meeting the requirements of Rule 903 of Regulation S under the U.S. Securities Act;
4. the purchaser is not purchasing the Equity Shares as a result of any “directed selling efforts” (as such term
is defined in Rule 902 of Regulation S under the U.S. Securities Act);
5. the purchaser and the person, if any, for whose account or benefit the purchaser is acquiring the Equity
Shares offered pursuant to this Offer, was located outside the United States at the time (i) the offer for such
Equity Shares was made to it and (ii) when the buy order for such Equity Shares was originated and
continues to be located outside the United States and has not purchased such Equity Shares for the account
or benefit of any person in the United States or entered into any arrangement for the transfer of such Equity
Shares or any economic interest therein to any person in the United States;
6. the purchaser is not an affiliate of our Company or a person acting on behalf of an affiliate of the Company;
7. if, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Equity Shares, or
any economic interest therein, such Equity Shares or any economic interest therein may be offered, sold,
pledged or otherwise transferred only (A) pursuant to an exemption from or in a transaction not subject to,
the registration requirements of the U.S. Securities Act and (B) in accordance with all applicable laws,
including the securities laws of the States of the United States. The purchaser understands that the transfer
restrictions will remain in effect until our Company determines, in its sole discretion, to remove them;
8. the purchaser agrees that neither the purchaser, nor any of its affiliates, nor any person acting on behalf of
the purchaser or any of its affiliates, will make any “directed selling efforts” as defined in Regulation S
under the U.S. Securities Act in the United States with respect to the Equity Shares;
9. the purchaser is not acquiring the Equity Shares as a result of any “directed selling efforts” (within the
meaning of Rule 902© under the U.S. Securities Act);
10. the purchaser understands that such Equity Shares (to the extent they are in certificated form), unless our
Company determines otherwise in accordance with applicable law, will bear a legend substantially to the
following effect:
“THE EQUITY SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.
SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES AND THE ISSUER HAS NOT
BEEN REGISTERED UNDER THE U.S. INVETSMENT COMPANY ACT OF 1940, AS
AMENDED (“THE U.S. INVESTMENT COMPANY ACT”). THIS SECURITY MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON
WHOM THE SELLER OR ANY PERSON ACTING ON ITS BEHALF REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A UNDER THE U.S. SECURITIES ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A UNDER THE U.S. SECURITIES ACT, (2) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER
THE U.S. SECURITIES ACT, OR (3) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT AND
THE U.S. INVESTMENT CMPANY ACT, IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
490THE EQUITY SHARES ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE
RESTRICTIONS DESCRIBED HEREIN. EACH TRANSFEROR OF THE EQUITY SHARES
AGREES TO PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN
AND IN THE COMPANY’S OFFER DOCUMENTS TO THE TRANSFEREE AND TO ANY
EXECUTING BROKER. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY
OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE U.S. SECURITIES ACT FOR
RESALES OF THE EQUITY SHARES. NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THE FOREGOING, THE EQUITY SHARES MAY NOT BE DEPOSITED INTO
ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE EQUITY
SHARES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK.”
11. the purchaser understands and acknowledges that (i) the Company will not recognize any offer, sale, pledge
or other transfer of such Equity Shares made other than in compliance with the above-stated restrictions;
(ii) any acquisition of a beneficial interest in the Equity Shares by any U.S. Person or any person within
the United States who is required under these restrictions to be a QP but is not a QP at the time it acquires
a beneficial interest in the Equity Shares, shall be null and void ab initio and will not be honored by the
Company and in no event will the Company, its directors, officers, employees or agents, including any
broker or dealer, have any liability whatsoever to the purchaser by reason of any act or failure to act by
any person authorized by the Company in connection with the foregoing;
12. the purchaser understands and acknowledges that the Company may be considered a “covered fund” for
purposes of the Volcker Rule. The definition of “covered fund” in the Volcker Rule includes, in part, any
entity that would be an investment company under the U.S. Investment Company Act but for the exclusions
provided under Section 3(c)(1) or 3(c)(7) thereunder. Because the Company relies on Section 3(c)(7) of
the U.S. Investment Company Act for its exclusion from registration thereunder, it may be considered a
“covered fund”. Accordingly, “banking entities” that are subject to the Volcker Rule may be prohibited
under the Volcker Rule from, among other things, acquiring or retaining our Equity Shares, absent any
applicable exclusion or exemption under the Volcker Rule. Each purchaser must make its own
determination as to whether it is a “banking entity” subject to the Volcker Rule and, if applicable, the
potential impact of the Volcker Rule on its ability to purchase or retain our Equity Shares; and
13. the purchaser acknowledges that our Company, the BRLMs, their respective affiliates and others will rely
upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and
agrees that, if any of such acknowledgements, representations and agreements deemed to have been made
by virtue of its purchase of such Equity Shares are no longer accurate, it will promptly notify our Company,
and if it is acquiring any of such Equity Shares as a fiduciary or agent for one or more accounts, it represents
that it has sole investment discretion with respect to each such account and that it has full power to make
the foregoing acknowledgements, representations and agreements on behalf of such account.
Our Company, the BRLMs and their affiliates, and others will rely upon the truth and accuracy of the foregoing
representation, acknowledgement and agreement.
Bidders are advised to ensure that any Bid from them does not exceed investment limits or maximum
number of Equity Shares that can be held by them under applicable law. Further, each Bidder where
required must agree in the Allotment Advice that such Bidder will not sell or transfer any Equity Shares
or any economic interest therein, including any offshore derivative instruments, such as participatory notes,
issued against the Equity Shares or any similar security, other than in accordance with applicable laws.
ERISA considerations
The following is a summary of certain considerations associated with the purchase and holding of Equity Shares
by Benefit Plan Investors. A “Benefit Plan Investor” is (1) an “employee benefit plan” (as defined in Section 3(3)
of the United States Employee Retirement Income Security Act, as amended (“ERISA”)) that is subject to Title I
of ERISA, (2) a plan, individual retirement account, “Keogh” plan or other arrangement subject to Section 4975
of the United States Internal Revenue Code of 1986, as amended (the “Code”), or provisions under any United
States federal, state or local laws, or non-U.S. or other laws or regulations that are similar to such provisions of
the Code or ERISA, (3) an entity whose underlying assets are considered to include “plan assets” by reason of a
plan’s investment in such entity (including but not limited to an insurance company general account) (each of
(1),(2) and (3), a “Plan”), and (4) any entity that otherwise constitutes a “benefit plan investor” within the meaning
of the regulations promulgated under ERISA by the U.S. Department of Labor (the “DOL”), as modified by
Section 3(42) of ERISA (the “DOL Plan Asset Regulations”).
491The following is merely a summary, however, and should not be construed as legal advice or as complete in all
relevant respects. All investors are urged to consult their own legal advisors before investing assets of a Plan in
Equity Shares and to make their own independent decision.
General Fiduciary Matters
ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA
or Section 4975 of the Code and prohibit certain transactions involving the assets of a Plan and its fiduciaries or
other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or
control over the administration of such a Plan or the management or disposition of the assets of such a Plan, or
who renders investment advice for a fee or other compensation to such a Plan, is generally considered to be a
fiduciary of the Plan.
In considering an investment in Equity Shares with a portion of the assets of any Plan, a fiduciary should determine
whether the investment is in accordance with the documents and instruments governing the Plan and the applicable
provisions of ERISA, the Code or any similar law relating to a fiduciary’s duties to the Plan including, without
limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA,
the Code and any other applicable United States federal, state or local laws, or non-U.S. or other laws or
regulations that are similar to the Code or ERISA (collectively, “Similar Laws”).
Prohibited Transaction Considerations
Section 406 of ERISA and Section 4975 of the Code prohibit Plans from engaging in specified transactions
involving plan assets with persons or entities who are “parties in interest,” within the meaning of Section 406 of
ERISA, or “disqualified persons,” within the meaning of Section 4975 of the Code, unless an exemption is
available. A party in interest or disqualified person who engages in a non-exempt prohibited transaction may be
subject to excise taxes and other penalties and liabilities under ERISA and the Code and may result in the
disqualification of an individual retirement account. In addition, the fiduciary of the Plan that engages in such a
non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and/or the Code.
Regardless of whether or not the underlying assets of the Company (if any) are deemed to include “plan assets,”
as described below, the acquisition and/or holding of Equity Shares by a Plan with respect to which the Company
or an BRLM is considered a party in interest or a disqualified person may constitute or result in a direct or indirect
prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is
acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction
exemption. In this regard, the DOL has issued prohibited transaction class exemptions, or PTCEs, that may apply
to the acquisition and holding of Equity Shares. These class exemptions include, without limitation, PTCE 84-14
respecting transactions determined by independent qualified professional asset managers, PTCE 90-1 respecting
insurance company pooled separate accounts, PTCE 91-38 respecting bank collective investment funds, PTCE
95-60 respecting life insurance company general accounts and PTCE 96-23 respecting transactions determined by
in-house asset managers. In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code provide
an exemption from the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code
for certain transactions, provided that neither the issuer of the securities nor any of its affiliates (directly or
indirectly) have or exercise any discretionary authority or control or render any investment advice with respect to
the assets of any Plan involved in the transaction and provided further that the Plan receives no less, and pays no
more, than adequate consideration in connection with the transaction. There can be no assurance that all of the
conditions of any such exemptions will be satisfied or that any such exemptions will be available with respect to
investments in interests in any Equity Shares.
Plan Asset Considerations
The DOL Plan Asset Regulations generally provide that when a Plan acquires an equity interest in an entity that
is not (1) a “publicly-offered security,” (2) a security issued by an investment company registered under the
Investment Company Act, or (3) an “operating company,” the Plan’s assets are deemed to include both the equity
interest and an undivided interest in each of the underlying assets of the entity unless it is established that the
equity participation in the entity by Benefit Plan Investors is not “significant” (the “Insignificant Participation
Test”).
492For purposes of the DOL Plan Asset Regulations, an “operating company” is an entity that is primarily engaged,
directly or through a majority-owned subsidiary or subsidiaries, in the production or sale of a product or service,
other than the investment of capital. It is anticipated that the Company will qualify as an operating company within
the meaning of the DOL Plan Asset Regulations, although no assurance can be given in this regard.
For purposes of the Insignificant Participation Test, the DOL Plan Asset Regulations provide that equity
participation in an entity by Benefit Plan Investors is not significant if, immediately after the most recent
acquisition of an equity interest in the entity, the Benefit Plan Investors’ aggregate interest is less than 25% of the
value of each class of equity interests in the entity, disregarding, for purposes of such determination, any interests
held by any person that has discretionary authority or control with respect to the assets of the Company or who
provides investment advice for a fee with respect to the assets of the Company or an affiliate of the Company
(each, a “Controlling Person”) other than Benefit Plan Investors. Following this offering, it is possible that
Benefit Plan Investors will hold and will continue to hold, less than 25% of the value of each class of equity
interests of the Company, disregarding, for purposes of such determination, any interests held by any Controlling
Person other than Benefit Plan Investors and, as such, that the Company may rely on the Insignificant Participation
Test; however, we cannot be certain or make any assurance that this will be the case.
Plan Asset Consequences
If assets of the Company were deemed to constitute “plan assets” pursuant to the DOL Plan Asset Regulations,
the operation and administration of the Company would become subject to the requirements of ERISA, including
the fiduciary duty rules and the “prohibited transaction” prohibitions of ERISA, as well as the “prohibited
transaction” prohibitions contained in the Code. If the Company becomes subject to these regulations, unless
appropriate administrative exemptions are available (and there can be no assurance that they would be), the
Company could, among other things, be restricted from entering into otherwise favorable transactions, and certain
transactions entered into by the Company in the ordinary course of business could constitute non-exempt
prohibited transactions and/or breaches of applicable fiduciary duties under ERISA and/or the Code, which could,
in turn, result in potentially substantial excise taxes and other penalties and liabilities under ERISA and the Code.
Representation
Because of the foregoing, Equity Shares should not be acquired or held by any Benefit Plan Investor or any other
person investing “plan assets” of any Plan, unless such acquisition and holding will not constitute a non-exempt
prohibited transaction under ERISA and the Code and will not constitute a similar violation of any applicable
Similar Law.
Any purchaser or subsequent transferee, including, without limitation, any fiduciary purchasing on behalf of a
Plan, a Benefit Plan Investor, or a governmental, church or non-U.S. plan which is subject to Similar Laws will
be deemed to have represented and warranted, in its corporate and fiduciary capacity, that if the purchaser or
subsequent transferee is a Benefit Plan Investor, none of the Company or the BRLMs or any of their respective
affiliates, has acted as the Plan’s fiduciary (within the meaning of ERISA or the Code), or has been relied upon
for any advice, with respect to the purchaser or transferee’s decision to acquire and hold Equity Shares, and shall
not at any time be relied upon as the ERISA Plan’s fiduciary with respect to any decision to acquire, continue to
hold or transfer Equity Shares.
The foregoing discussion is general in nature, is not intended to be all-inclusive. Such discussion should not be
construed as legal advice. Due to the complexity of these rules and the penalties that may be imposed upon persons
involved in non-exempt prohibited transactions, it is particularly important that fiduciaries, or other persons
considering investing in Equity Shares on behalf of, or with the assets of, any Plan consult with counsel regarding
the potential applicability of ERISA, Section 4975 of the Code and Similar Laws to such investment and whether
an exemption would be applicable to the acquisition and/or holding of Equity Shares.
Certain U.S. Federal Income Tax Considerations
The following is a discussion of certain material U.S. federal income tax consequences to a U.S. holder (as defined
below) for purchasing, owning and disposing of Equity Shares acquired pursuant to this Issue. This summary does
not address any aspect of U.S. federal non-income tax laws, such as U.S. federal estate and gift tax laws, or state,
local or non-U.S. tax laws, and does not purport to be a comprehensive description of all of the U.S. tax
considerations that may be relevant to a particular person’s decision to acquire Equity Shares.
493YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL,
STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF PURCHASING, OWNING AND
DISPOSING OF EQUITY SHARES IN YOUR PARTICULAR SITUATION.
The discussion applies to you only if you acquire the Equity Shares in this Issue and you hold the Equity Shares
as capital assets within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended (the
“Code”) . This section does not apply to you if you are a member of a special class of holders subject to special
tax rules, including:
(a) a broker;
(b) a dealer in securities, commodities or non-U.S. currencies;
(c) a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings;
(d) a bank or other financial institution;
(e) a tax-exempt organization;
(f) an insurance company;
(g) a regulated investment company;
(h) an accrual method taxpayer subject to special tax accounting rules as a result of its use of financial statements;
(i) an investor who is a U.S. expatriate, former U.S. citizen or former long term resident of the United States;
(j) a controlled foreign corporation;
(k) a passive foreign investment company;
(l) a mutual fund;
(m) an individual retirement or other tax-deferred account;
(n) a holder liable for alternative minimum tax;
(o) a holder that actually, indirectly or constructively owns 10% or more of (i) the total combined voting power
of all classes of the Company voting stock or (ii) the total value of all classes of the Company stock;
(p) a partnership or other pass-through entity for U.S. federal income tax purposes;
(q) a holder that holds Equity Shares as part of a straddle, hedging, constructive sale, conversion or other
integrated transaction for U.S. federal income tax purposes; or
(r) a U.S. holder (as defined below) whose functional currency is not the U.S. Dollar.
This section is based on the Code, existing and proposed U.S. Department of the Treasury regulations issued under
the Code, legislative history, and judicial and administrative interpretations thereof, all as of the date hereof. All
of the foregoing are subject to change at any time, and any change could be retroactive and could affect the
accuracy of this discussion. In addition, the application and interpretation of certain aspects of the passive foreign
investment company (“PFIC”) rules, referred to below, require the issuance of regulations which in many
instances have not been promulgated and which may have retroactive effect. There can be no assurance that any
of these regulations will be enacted or promulgated, and if so, the form they will take or the effect that they may
have on this discussion.
This discussion is not binding on the U.S. Internal Revenue Service (“IRS”) or the courts. No ruling has been or
will be sought from the IRS with respect to the positions and issues discussed herein, and there can be no assurance
that the IRS or a court will not take a different position concerning the U.S. federal income tax consequences of
an investment in the Equity Shares or that any such position would not be sustained.
For U.S. federal income tax purposes, you are a “U.S. holder” if you are a beneficial owner of Equity Shares that
acquired the shares pursuant to this Issue and you are:
(a) an individual who is a citizen or resident of the United States;
(b) a corporation, or other entity treated as a corporation for U.S. federal income tax purposes created or
organized in or under the laws of the United States, any State thereof or the District of Columbia;
(c) an estate whose income is subject to U.S. federal income tax regardless of its source; or
(d) a trust that (1) a U.S. court can exercise primary supervision over the trust’s administration and one or more
U.S. persons are authorised to control all substantial decisions of the trust or (2) has a valid election in effect
under applicable U.S. Treasury regulations to be treated as a U.S. person.
In addition, this discussion is limited to U.S. holders who are not resident in India for purposes of the Income Tax
Treaty between the United States and India.
494If a partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax purposes)
is a beneficial owner of the Equity Shares, the U.S. tax treatment of a partner in the partnership generally will
depend on the status of the partner and the activities of the partnership. A holder of the Equity Shares that is a
partnership and partners in such a partnership should consult their own tax advisors concerning the U.S. federal
income tax consequences of purchasing, owning and disposing of Equity Shares.
Taxation of Dividends
Subject to the PFIC rules described below under “PFIC Considerations”, if you are a U.S. holder you generally
must include in your gross income as a dividend the gross amount of any distributions of cash or property (other
than certain pro rata distributions of Equity Shares) with respect to Equity Shares, to the extent the distribution is
paid by our Company out of its current or accumulated earnings and profits, as determined for U.S. federal income
tax purposes. A U.S. holder will include the dividend as ordinary income at the time of actual or constructive
receipt. Distributions in excess of current and accumulated earnings and profits, as determined for U.S. federal
income tax purposes, will be treated as a non-taxable return of capital to the extent of your basis in the Equity
Shares and thereafter as capital gain from the sale or exchange of such Equity Shares. Notwithstanding the
foregoing, our Company does not intend to maintain calculations of its earnings and profits as determined for U.S.
federal income tax purposes. Consequently, distributions generally will be reported as dividend income for U.S.
information reporting purposes.
Subject to the PFIC rules described below, dividends paid by a non-U.S. corporation generally will be taxed at
the preferential tax rates applicable to long-term capital gain of non-corporate taxpayers if (a) such non-U.S.
corporation is eligible for the benefits of certain U.S. treaties or the dividend is paid by such non-U.S. corporation
with respect to stock that is readily tradable on an established securities market in the United States, (b) the U.S.
holder receiving such dividend is an individual, estate, or trust, and (c) such dividend is paid on shares that have
been held by such U.S. holder for at least 61 days during the 121-day period beginning 60 days before the “ex-
dividend date.” If the requirements of the immediately preceding sentence are not satisfied, a dividend paid by a
non-U.S. corporation to a U.S. holder, including a U.S. holder that is an individual, estate, or trust, generally will
be taxed at ordinary income tax rates (and not at the preferential tax rates applicable to long-term capital gains).
The dividend rules are complex, and each U.S. holder should consult its own tax advisor regarding the dividend
rules.
Dividends received generally will be income from non-U.S. sources, which may be relevant in calculating your
U.S. foreign tax credit limitation. Such non-U.S. source income generally will be “passive category income”,
which is treated separately from other types of income for purposes of computing the foreign tax credit allowable
to you. The rules with respect to foreign tax credits are complex and involve the application of rules that depend
on a U.S. holder’s particular circumstances. You should consult your own tax advisor to determine the foreign tax
credit implications of owning the Equity Shares.
The amount of the dividend distribution that you must include in your income as a U.S. holder will be the U.S.
Dollar value of the Indian Rupee payments made, determined at the spot Indian Rupee/U.S. Dollar exchange rate
on the date the dividend distribution is includible in your income, regardless of whether the payment is in fact
converted into U.S. Dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the
period from the date you include the dividend payment in income to the date you convert the payment into U.S.
Dollars will be treated as ordinary income or loss. The gain or loss generally will be income or loss from sources
within the United States for foreign tax credit limitation purposes.
Taxation of Sale, Exchange or Other Taxable Disposition of Equity Shares
Subject to the PFIC rules discussed below, if you are a U.S. holder and you sell, exchange or otherwise dispose
of your Equity Shares in a taxable disposition, you generally will recognize capital gain or loss for U.S. federal
income tax purposes equal to the difference between the U.S. Dollar value of the amount realized and your tax
basis, determined in U.S. Dollars, in your Equity Shares. Gain or loss recognized on such a sale, exchange or other
disposition of Equity Shares generally will be long-term capital gain if the U.S. holder has held the Equity Shares
for more than one year. Long-term capital gains of U.S. holders who are individuals (as well as certain trusts and
estates) are generally taxed at preferential rates (currently at a maximum rate of 20%). The gain or loss generally
will be income or loss from sources within the United States for foreign tax credit limitation purposes, unless it is
attributable to an office or other fixed place of business outside the United States and certain other conditions are
met. Your ability to deduct capital losses is subject to limitations.
495Medicare Tax
Certain U.S. holders who are individuals, estates or trusts are required to pay a 3.8% Medicare surtax on all or
part of that holder’s “net investment income”, which includes, among other items, dividends on, and capital gains
from the sale or other taxable disposition of, the Equity Shares, subject to certain limitations and exceptions.
Prospective investors should consult their own tax advisors regarding the effect, if any, of this surtax on their
ownership and disposition of the Equity Shares.
PFIC Considerations
The Code provides special rules regarding certain distributions received by U.S. persons with respect to, and sales,
exchanges and other dispositions, including pledges, of, shares of stock in a PFIC. A non-U.S. corporation will
be treated as a PFIC for any taxable year in which either: (i) at least 75 percent of its gross income is “passive
income” or (ii) at least 50 percent of its gross assets during the taxable year (generally based on the average of the
fair market values of the assets determined at the end of each quarterly period) are “passive assets,” which
generally means that they produce passive income or are held for the production of passive income. Passive
income for this purpose generally includes, among other things, dividends, interest, rents, royalties, gains from
commodities and securities transactions, and gains from assets that produce passive income. Cash is generally a
passive asset. However, under recently proposed U.S. Treasury regulations, on which taxpayers may rely, an
amount of cash held in a non-interest bearing financial account that is held for the present needs of an active trade
or business and is no greater than the amount necessary to cover operating expenses incurred in the ordinary
course of the trade or business and reasonably expected to be paid within 90 days is generally not treated as a
passive asset. Further, goodwill is generally treated as an active asset to the extent attributable to activities that
produce or are intended to produce active income. In determining whether a non-U.S. corporation is a PFIC, a pro
rata portion of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25%
interest (by value) is taken into account.
No assurance can be given that our Company will or will not be considered a PFIC in the current or future years.
The determination of whether or not our Company is a PFIC is a factual determination that is made annually after
the end of each taxable year, and there can be no assurance that our Company will not be considered a PFIC in
the current taxable year or any future taxable year because, among other reasons, (i) the application of the PFIC
rules to a non-US, non-bank fintech company such as our Company is uncertain in several respects under current
U.S. federal income tax law, (ii) the composition of our Company’s income and assets will vary over time, and
(iii) ) our Company holds, and may continue to hold, a substantial amount of cash. Further, our Company’s PFIC
status may depend on the market price of its Equity Shares, which may fluctuate considerably.
If we are a PFIC for any fiscal year during which a U.S. holder holds our Equity Shares, we generally will continue
to be treated as a PFIC with respect to that U.S. holder for all succeeding fiscal years during which the U.S. Holder
holds our Equity Shares, unless we cease to meet the threshold requirements for PFIC status and that U.S. holder
makes a qualifying “deemed sale” election with respect to the Equity Shares. If such an election is made, the U.S.
holder will be deemed to have sold the Equity Shares it holds at their fair market value on the last day of the last
fiscal year in which we qualified as a PFIC, and any gain from such deemed sale will be subject to the
consequences described below. After the deemed sale election, the Equity Shares with respect to which the
deemed sale election was made will not be treated as shares in a PFIC unless we subsequently become a PFIC.
If we are a PFIC for any taxable year during which a U.S. holder holds our Equity Shares, the U.S. holder may be
subject to adverse tax consequences. Generally, gain recognized upon a disposition (including, under certain
circumstances, a pledge) of our Equity Shares by the U.S. holder would be allocated ratably over the U.S. holder’s
holding period for such Equity Shares. The amounts allocated to the taxable year of disposition and to years before
we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be
subject to tax at the highest rate in effect for that taxable year for individuals or corporations, as appropriate, and
would be increased by an additional tax equal to interest on the resulting tax deemed deferred with respect to each
such other taxable year. Further, to the extent that any distribution received by a U.S. holder on our Equity Shares
exceeds 125% of the average of the annual distributions on such Equity Shares received during the preceding
three years or the U.S. holder’s holding period, whichever is shorter, that distribution would be subject to taxation
in the same manner described immediately above with respect to gain on disposition.
If we are a PFIC for any fiscal year during which any of our non-U.S. subsidiaries is also a PFIC, a U.S. Holder
of our Equity Shares during such year will be treated as owning a proportionate amount (by value) of the shares
of the lower-tier PFIC for purposes of the application of these rules to such subsidiary. U.S. holders should consult
496their tax advisers regarding the tax consequences if the PFIC rules apply to any of our subsidiaries. Alternatively,
if we are a PFIC and if our Equity Shares are ”regularly traded” on a “qualified exchange”, a U.S. holder may be
eligible to make a mark-to-market election that would result in tax treatment different from the general tax
treatment described above. Our Equity Shares would be treated as ”regularly traded” in any calendar year in which
more than a de minimis quantity of the Equity Shares are traded on a qualified exchange on at least 15 days during
each calendar quarter. However, because a mark-to-market election cannot be made for equity interests in any
lower-tier PFIC that we may own, a U.S. holder that makes a mark-to-market election with respect to us may
continue to be subject to the PFIC rules with respect to any indirect investments held by us that are treated as an
equity interest in a PFIC for U.S. federal income tax purposes. If a U.S. holder makes the mark-to-market election,
the U.S. Holder generally will recognize as ordinary income any excess of the fair market value of the Equity
Shares at the end of each taxable year over their adjusted tax basis, and will recognize an ordinary loss in respect
of any excess of the adjusted tax basis of the Equity Shares over their fair market value at the end of the taxable
year (but only to the extent of the net amount of income previously included as a result of the mark-to-market
election). If a U.S. holder makes the election, the U.S. holder’s tax basis in the Equity Shares will be adjusted to
reflect these income or loss amounts. Any gain recognized on the sale or other disposition of our Equity Shares in
a year when we are a PFIC will be treated as ordinary income and any loss will be treated as an ordinary loss (but
only to the extent of the net amount of income previously included as a result of the mark-to-market election). If
a U.S. holder makes a mark-to-market election it will be effective for the taxable year for which the election is
made and all subsequent taxable years unless our Equity Shares are no longer regularly traded on a qualified
exchange or the IRS consents to the revocation of the election. U.S. holders are urged to consult their tax advisers
about the availability of the mark-to-market election, and whether making the election would be advisable in their
particular circumstances.
Alternatively, a U.S. holder of stock in a PFIC may make a so-called ”Qualified Electing Fund” election to avoid
the PFIC rules regarding distributions and gain described above. The PFIC taxation regime would not apply to a
U.S. holder who makes a QEF election for all taxable years that such U.S. Holder has held our Equity Shares
while we are a PFIC, provided that we comply with specified reporting requirements. Instead, each U.S. holder
who has made a valid and effective QEF election is required for each taxable year that we are a PFIC to include
in income such U.S. Holder’s pro rata share of our ordinary earnings as ordinary income and such U.S. Holder’s
pro rata share of our net capital gains as long-term capital gain, regardless of whether we make any distributions
of such earnings or gain. The QEF election is made on a shareholder-by-shareholder basis and generally may be
revoked only with the consent of the IRS. Our Company does not intend to provide to U.S. holders the information
required to make a valid QEF election and our Company currently makes no undertaking to provide such
information. Accordingly, it is currently anticipated that a U.S. holder will not be able to avoid the special tax
rules described above by making the QEF election.
In addition, if we are a PFIC or, with respect to particular U.S. holders, are treated as a PFIC for the taxable year
in which we paid a dividend or for the prior taxable year, the preferential rates discussed above with respect to
dividends paid to certain non-corporate U.S. Holders would not apply.
If a U.S. Holder owns our Equity Shares during any year in which we are a PFIC, the U.S. Holder generally will
be required to file an IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment
Company or Qualified Electing Fund) with respect to us, generally with the U.S. holder’s federal income tax
return for that year. If we are a PFIC for a given taxable year, you should consult your tax advisor concerning
your annual filing requirements.
The U.S. federal income tax rules relating to PFICs are complex. U.S. holders are urged to consult their
own tax advisers with respect to the ownership and disposition of our Equity Shares, the consequences if
we are or become a PFIC, any elections available with respect to our Equity Shares, and the IRS
information reporting obligations with respect to the ownership and disposition of our Equity Shares.
Information with Respect to Foreign Financial Assets
In addition, certain U.S. holders may be subject to certain reporting obligations with respect to Equity Shares if
the aggregate value of these and certain other “specified foreign financial assets” exceeds $50,000. If required,
this disclosure is made by filing Form 8938 with the IRS. Significant penalties can apply if U.S. holders are
required to make this disclosure and fail to do so. In addition, a U.S. holder should consider the possible obligation
for online filing of a FinCEN Report 114—Foreign Bank and Financial Accounts Report as a result of holding
Equity Shares. U.S. holders are thus encouraged to consult their U.S. tax advisors with respect to these and other
reporting requirements that may apply to their acquisition of Equity Shares.
497Information Reporting and Backup Withholding
In general, information reporting requirements will apply to distributions made on our Equity Shares within the
U.S. to a non-corporate U.S. holder and to the proceeds from the sale, exchange, redemption or other disposition
of Equity Shares by a non-corporate U.S. holder to or through a U.S. office of a broker. Payments made (and sales
or other dispositions effected at an office) outside the U.S. will be subject to information reporting in limited
circumstances.
In addition, backup withholding of U.S. federal income tax may apply to such amounts if the U.S. holder fails to
provide an accurate taxpayer identification number (or otherwise establishes, in the manner provided by law, an
exemption from backup withholding) or to report dividends required to be shown on the U.S. holder’s U.S. federal
income tax returns.
Backup withholding is not an additional income tax, and the amount of any backup withholding from a payment
to a U.S. holder will be allowed as credit against the U.S. holder’s U.S. federal income tax liability provided that
the appropriate returns are filed.
You should consult your own tax advisor as to the qualifications for exemption from backup withholding and the
procedures for obtaining the exemption.
The foregoing does not purport to be a complete analysis of the potential tax considerations relating to this
Issue, and is not tax advice. Prospective investors should consult their own tax advisors as to the particular tax
considerations applicable to them relating to the purchase, ownership and disposition of the Equity Shares,
including the applicability of the U.S. federal, state and local tax laws or non-tax laws, non-U.S. tax laws, and
any changes in applicable tax laws and any pending or proposed legislation or regulations.
Disclaimer Clause of RBI
The disclaimer clause of the RBI as included in the certificate of registration dated November 27, 2015 is as
follows:
“The company is having a valid Certificate of Registration dated November 27, 2015 issued by the Reserve Bank
of India under Section 45-IA of the Reserve Bank of India Act, 1934. However, the 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 the representations made or opinions expressed by the company and for
repayment of deposits/ discharge of liabilities by the company.”
Disclaimer clause of the BSE
As required, a copy of the Draft Red Herring Prospectus was submitted to the BSE. The disclaimer clause as
intimated by BSE to our Company, post scrutiny of the Draft Red Herring Prospectus, is set forth below:
“It is to be distinctly understood that the permission given by BSE Limited should not in any way be deemed or
construed that the Red Herring Prospectus has been cleared or approved by BSE Limited nor does it certify the
correctness or completeness of any of the contents of the Red Herring Prospectus. The investors are advised to
refer to the Red Herring Prospectus for the full text of the Disclaimer clause of the BSE Limited.
Merchant Bankers shall ensure that the advertisement includes the portion related to "UPI now available in ASBA
for retail investors."
Disclaimer clause of NSE
As required, a copy of the Draft Red Herring Prospectus was submitted to the NSE. The disclaimer clause as
intimated by NSE to our Company, post scrutiny of the Draft Red Herring Prospectus, is set forth below:
“As required, a copy of this Offer Document has been submitted to National Stock Exchange of India Limited
(hereinafter referred to as NSE). NSE has given vide its letter Ref.: NSE/LIST/4982 dated March 05, 2025,
permission to the Issuer to use the Exchange’s name in this Offer Document as one of the Stock Exchanges on
which this Issuer’s securities are proposed to be listed. The Exchange has scrutinized this draft offer document
for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Issuer. It is
498to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or
construed that the offer document has been cleared or approved by NSE; nor does it in any manner warrant,
certify or endorse the correctness or completeness of any of the contents of this offer document; nor does it warrant
that this Issuer’s securities will be listed or will continue to be listed on the Exchange; nor does it take any
responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or
project of this Issuer.
Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever
by reason of any loss which may be suffered by such person consequent to or in connection with such subscription
/acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.”
Listing
The Equity Shares proposed to be Allotted pursuant to this Prospectus and the Prospectus are proposed to be listed
on the BSE and the NSE. Applications will be made to the Stock Exchanges for obtaining permission to deal in
and for an official quotation of the Equity Shares being offered and transferred in the Offer and NSE is the
Designated Stock Exchange, with which the Basis of Allotment will be finalized for the Offer.
If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges,
our Company shall forthwith repay, without interest, all monies received from the Bidders in pursuance of this
Prospectus in accordance with applicable law. Our Company shall ensure that all steps for the completion of the
necessary formalities for listing and commencement of trading of Equity Shares at the Stock Exchanges are taken
within three Working Days of the Bid/Offer Closing Date or such other period as may be prescribed by the SEBI.
If our Company does not Allot Equity Shares pursuant to the Offer within three Working Days from the Bid/Offer
Closing Date or within such timeline as prescribed by the SEBI, it shall repay without interest all monies received
from Bidders, failing which interest shall be due to be paid to the Bidders at the rate of 15% per annum for the
delayed period. In case of delay or failure to obtain listing or trading approvals or under any direction or order of
SEBI or any other governmental authority, each of the Selling Shareholders shall, severally and not jointly, and
only to the extent of its respective portions of the Offered Shares, be liable to pay, or reimburse, as the case may
be, in the proportion that the size of its respective portion of Offered Shares in the Offer for Sale bears to the total
size of the Offer, any interest for such delays in making refunds, provided that none of the Selling Shareholders
shall be liable or responsible to pay such interest unless such delay in making such refund is caused solely by, and
is directly attributable to an act or omission of the respective Selling Shareholder and in such cases where any
delay is not attributable to any Selling Shareholder, the Company shall solely be responsible to pay such interest.
Impersonation
Attention of the Bidders is specifically drawn to the provisions of Section 38(1) 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 involving an amount of at least ₹1 million
or 1% of the turnover of the Company, whichever is lower, includes imprisonment for a term of not less than six
months extending up to 10 years (provided that where the fraud involves public interest, such term shall not be
less than three years) and fine of an amount not less than the amount involved in the fraud, extending up to three
times of such amount. In case the fraud involves (i) an amount which is less than ₹1 million or 1% 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 ₹5 million or with
both.
499Consents
Consents in writing of: (a) each of the Selling Shareholders, our Directors, our Company Secretary and
Compliance Officer, the legal advisors to the Company, the bankers to our Company, CRISIL, statutory auditors,
independent chartered accountant, the BRLMs and Registrar to the Offer have been obtained; and (b) the Members
of the Syndicate, Monitoring Agency, Bankers to the Offer (Escrow Collection Bank, Public Offer Account Bank,
Sponsor Bank(s) and Refund Bank) to act in their respective capacities, have been obtained and filed along with
a copy of the Red Herring Prospectus with the RoC as required under the Companies Act, 2013 and such consents
shall not be withdrawn up to the time of filing of this Prospectus with the RoC.
Experts to the Offer
Our Company has received written consent dated November 30, 2025 from S S Kothari Mehta & Co. LLP,
Chartered Accountants to include their name as required under Section 26 (5) of the Companies Act 2013 read
with SEBI ICDR Regulations, in this Prospectus and as an “expert” as defined under Section 2(38) of the
Companies Act 2013 to the extent and in their capacity as our Statutory Auditors, and in respect of their (i)
examination report dated November 30, 2025 on our Restated Financial Statements; (ii) their report dated
November 30, 2025 on the Statement of Special Tax Benefits as included in this Prospectus. Such consent has not
been withdrawn as on the date of this Prospectus. However, the term “expert” shall not be construed to mean an
“expert” as defined under the U.S. Securities Act.
Our Company has received written consent dated February 11, 2026, from B.B. & Associates, Chartered
Accountants, to include their name as required under Section 26(5) of the Companies Act 2013 read with SEBI
ICDR Regulations, in this Prospectus and an “expert”, as defined under Section 2(38) of the Companies Act 2013
in respect of various certifications issued by them in their capacity as independent chartered accountant to our
Company.
The above-mentioned consents have not been withdrawn as on the date of this Prospectus.
Commission or brokerage on previous issues in the last five years
Since this is an initial public offering of the Equity Shares, no sum has been paid or has been payable as
commission or brokerage for subscribing to or procuring or agreeing to procure public subscription for any of our
Equity Shares in the five years immediately preceding the date of this Prospectus.
Capital issues in the preceding three years
Except as disclosed in “Capital Structure – Notes to Capital Structure” on page 95, our Company has not made
any capital issues during the three years immediately preceding the date of this Prospectus. As on date of this
Prospectus, our Company has no Group Company. Further, our Company does not have any associate entities or
listed Subsidiary.
Particulars regarding public/rights issue of our Company and performance vis-à-vis objects
Our Company has not undertaken any public issue or any rights issue to the public in the five years immediately
preceding the date of this Prospectus.
Performance vis-à-vis objects – Public/rights issue of the listed Subsidiary of our Company
Our Subsidiary is not listed on any stock exchange.
Observations by regulatory authorities
There are no findings or observations with respect to us pursuant to any inspections by SEBI or any other
regulatory authority in India which are material and are required to be disclosed, or the non-disclosure of which
may have a bearing on the investment decision of prospective investors in the Offer.
500Price information of past issues handled by the BRLMs
Axis Capital Limited
1. Price information of past issues (during current financial year and two financial years preceding the current financial year) handled by Axis Capital Limited
Sr. Issue name Issue size Issue Listing date Opening +/- % change in closing +/- % change in closing +/- % change in closing
No. (₹ millions) price (₹) price on price, [+/- % change in price, [+/- % change in price, [+/- % change in
listing date closing benchmark]- 30th closing benchmark]- 90th closing benchmark]- 180th
(in ₹) calendar days from listing calendar days from listing calendar days from listing
1 ICICI Prudential Asset 106.026.53 2165.00 19-Dec-25 2600.00 +35.59%, [-0.83%] - -
Management Company Limited(2)
2 Wakefit Innovation Limited(2) 12,888.00 195.00 15-Dec-25 195.00 -0.87%, [-0.69%] - -
3 Meesho Limited(2) 54,212.04 111.00 10-Dec-25 162.50 +48.56%, [-0.13%] - -
4 Tenneco Clean Air India Limited(2) 36,000.00 397.00 19-Nov-25 505.00 +18.35%, [-0.92%] - -
5 Physicswallah Ltd**(2) 34,800.00 109.00 18-Nov-25 145.00 +22.76%, [-0.35%] - -
6 Pine Labs Limited*(2) 38,999.08 221.00 14-Nov-25 242.00 +7.30%, [+0.53%] -5.54%, [+0.17%] -
Billionbrains Garage Ventures 66,323.01 100.00 12-Nov-25 112.00 +45.45%, [+0.09%] -16.03%, [+5.02%] -
7
Limited(2)
Lenskart Solutions Limited 72,780.15 402.00 10-Nov-25 395.00 +1.60%, [+1.04%] +13.76%, [+0.27%] -
8
^(2)
9 Rubicon Research Limited&(2) 13,775.00 485.00 16-Oct-25 620.00 +47.18%, [+1.27%] +39.61%, [+0.57%] -
Canara Robeco Asset Management 13,261.26 266.00 16-Oct-25 280.25 +9.81%, [+1.27%] +5.62%, [+0.57%] -
10
Company Limited(2)
Source: www.nseindia.com and www.bseindia.com
(2)NSE as Designated Stock Exchange
** Offer Price was ₹ 99.00 per equity share to Eligible Employees
* Offer Price was ₹ 200.00 per equity share to Eligible Employees
^Offer Price was ₹ 383.00 per equity share to Eligible Employees
& Offer Price was ₹ 439.00 per equity share to Eligible Employees
Notes:
(a) Issue Size derived from Prospectus/final post issue reports, as available.
(b) The CNX NIFTY or S&P BSE SENSEX is considered as the Benchmark Index as per the Designated Stock Exchange disclosed by the respective Issuer at the time of the issue, as applicable.
(c) Price on NSE or BSE is considered for all of the above calculations as per the Designated Stock Exchange disclosed by the respective Issuer at the time of the issue, as applicable.
(d) In case 30th/90th/180th day is not a trading day, closing price of the previous trading day has been considered.
(e) Since 30 calendar days, 90 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.
5012) Summary statement of price information of past issues (during current financial year and two financial years preceding the current financial year) handled by Axis Capital
Limited
Financial Total no. Total funds Nos. of IPOs trading at discount Nos. of IPOs trading at premium Nos. of IPOs trading at discount Nos. of IPOs trading at premium
Year of raised on as on 30th calendar days from on as on 30th calendar days from as on 180th calendar days from as on 180th calendar days from
IPOs (₹ in Millions) listing date listing date listing date listing date
Over 50% Between Less Over 50% Between Less Over 50% Between Less Over 50% Between Less
25%-50% than 25%-50% than 25%-50% than 25%-50% than
25% 25% 25% 25%
2025-2026* 21 923,314.03 - - 4 1 6 10 - - 3 2 1 -
2024-2025 20 445,928.65 - 1 2 7 6 4 - 3 3 9 1 4
2023-2024 18 218,638.22 - - 4 2 6 6 - - 3 7 4 4
* The information is as on the date of the document
The information for each of the financial years is based on issues listed during such financial year.
Note: Since 30 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.
IIFL Capital Services Limited (formerly known as IIFL Securities Limited)
1. Price information of past issues (during the current Fiscal and two Fiscals preceding the current Fiscal) handled by IIFL Capital Services Limited (formerly known as
IIFL Securities Limited)
Sr. Issuer Name Issue Size Issue Price Designated Listing Date Opening +/- % change in +/- % change in closing +/- % change in
No. (in Rs. Mn) (Rs.) Stock Price on closing price*, [+/- % price*, [+/- % change in closing price*, [+/-
Exchange as Listing change in closing closing benchmark]- 90th % change in
disclosed in Date benchmark]- 30th calendar days from listing closing
the red calendar days from benchmark]-
herring listing 180th calendar
prospectus days from listing
filed
1. Studds Accessories 4,554.88 585.00 BSE November 7, 2025 570.00 -8.33%, [+3.00%] -13.03%, [-69.03%] N.A.
Limited
2. Emmvee Photovoltaic 29,000.00 217.00 NSE November 18, 2025 217.00 -18.14%, [-0.35%] N.A. N.A.
Power Limited
3. Capillary Technologies 8,775.01 577.00(1) BSE November 21, 2025 560.00 +16.58%, [-0.35%] N.A. N.A.
India Limited
4. Sudeep Pharma Limited 8,950.00 593.00 NSE November 28, 2025 730.00 +4.97%, [-0.61%] N.A. N.A.
5. Aequs Limited 9,218.12 124.00(2) NSE December 10, 2025 140.00 +15.61%, [+0.46%] N.A. N.A.
6. Wakefit Innovations 12,888.89 195.00 NSE December 15, 2025 195.00 -9.64%, [-1.13%] N.A. N.A.
Limited
7. Corona Remedies 6,553.71 1,062.00(3) NSE December 15, 2025 1,470.00 +34.92%, [-1.13%] N.A. N.A.
Limited
8. Nephrocare Health 8,710.48 460.00(4) NSE December 17, 2025 490.00 +7.26%, [-0.59%] N.A. N.A.
Services Limited
502Sr. Issuer Name Issue Size Issue Price Designated Listing Date Opening +/- % change in +/- % change in closing +/- % change in
No. (in Rs. Mn) (Rs.) Stock Price on closing price*, [+/- % price*, [+/- % change in closing price*, [+/-
Exchange as Listing change in closing closing benchmark]- 90th % change in
disclosed in Date benchmark]- 30th calendar days from listing closing
the red calendar days from benchmark]-
herring listing 180th calendar
prospectus days from listing
filed
9. ICICI Prudential Asset 106,026.5 2,165.0 NSE December 19, 2025 2,600.00 +35.59%, [-1.05%] N.A. N.A.
Management Company
Limited
10. Amagi Media Labs 17,886.19 361.00 BSE January 21, 2026 317.00 N.A. N.A. N.A.
Limited
Source: www.nseindia.com; www.bseindia.com, as applicable
(1) A discount of Rs. 52 per equity share was offered to eligible employees bidding in the employee reservation portion.
(2) A discount of Rs. 11 per equity share was offered to eligible employees bidding in the employee reservation portion
(3) A discount of Rs. 54 per equity share was offered to eligible employees bidding in the employee reservation portion
(4) A discount of Rs. 41 per equity share was offered to eligible employees bidding in the employee reservation portion
*Benchmark Index taken as NIFTY 50 or S&P BSE SENSEX, as applicable. Price of the designated stock exchange as disclosed by the respective issuer at the time of the issue has been considered for all of the above
calculations. The 30th, 90th and 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30th /90th / 180th calendar day from listing day is a holiday, the closing
data of the previous trading day has been considered. % change taken against the Issue Price in case of the Issuer. NA means Not Applicable. The above past price information is only restricted to past 10 initial public
offers.
2. Summary statement of price information of past issues (during the current Fiscal and two Fiscals preceding the current Fiscal) handled by IIFL Capital Services Limited
(formerly known as IIFL Securities Limited)
No. of IPOs trading at discount No. of IPOs trading at premium
No. of IPOs trading at discount – No. of IPOs trading at premium –
– 180th calendar days from – 180th calendar days from
Total Total Funds 30th calendar days from listing 30th calendar days from listing
Financial listing listing
No. of Raised
Year Less
IPO’s (in Rs. Mn) Over Between Less than Over Between Less than Over Between Over Between Less than
than
50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 50% 25-50% 25%
25%
2023-24 15 1,54,777.80 - - 4 3 4 4 - - 1 5 4 5
2024-25 16 4,81,737.17 - - 1 6 4 5 - 2 - 6 4 4
2025-26 26 6,58,152.78 - 1 8 1 6 9 - 1 3 1 - 4
Source: www.nseindia.com; www.bseindia.com, as applicable
Note: Data for number of IPOs trading at premium/discount taken at closing price of the designated stock exchange as disclosed by the respective issuer at the time of the issue has been considered on the respective
date. In case any of the days falls on a non-trading day, the closing price on the previous trading day has been considered.
NA means Not Applicable.
503JM Financial Limited
1. Price information of past issues (during the current Fiscal and two Fiscals preceding the current Fiscal) handled by JM Financial Limited
Sr. Issue name Issue Size Issue price Listing Opening price +/- % change in closing +/- % change in closing +/- % change in closing
No. (₹ million) (₹) Date on Listing price, [+/- % change in price, [+/- % change in price, [+/- % change in
Date closing benchmark] - 30th closing benchmark] - 90th closing benchmark] - 180th
(in ₹) calendar days from listing calendar days from listing calendar days from listing
1. Shadowfax Technologies Limited* 19,072.69 124.00 January 28, 2026 112.60 Not Applicable Not Applicable Not Applicable
2. ICICI Prudential Asset Management 1,06,026.50 2,165.00 December 19, 2025 2,600.00 35.59% [-1.05%] Not Applicable Not Applicable
Company Limited*
3. Corona Remedies Limited*11 6,553.71 1,062.00 December 15, 2025 1,470.00 34.92% [-1.13%] Not Applicable Not Applicable
4. Aequs Limited*10 9,218.12 124.00 December 10, 2025 140.00 15.61% [0.46%] Not Applicable Not Applicable
5. Capillary Technologies India Limited#9 8,775.01 577.00 November 21, 2025 560.00 16.51% [-0.88%] Not Applicable Not Applicable
6. Tenneco Clean Air India Limited* 36,000.00 397.00 November 19, 2025 505.00 18.35% [-0.91%] Not Applicable Not Applicable
7. Emmvee Photovoltaic Power Limited* 29,000.00 217.00 November 18, 2025 217.00 -18.14% [-0.35%] Not Applicable Not Applicable
8. Canara HSBC Life Insurance Company 25,159.50 106.00 October 17, 2025 106.00 13.50% [0.78%] 34.92% [-0.17%] Not Applicable
Limited*7
9. Rubicon Research Limited*8 13,775.00 485.00 October 16, 2025 620.00 47.18% [1.27%] 39.61% [0.57%] Not Applicable
10. Canara Robeco Asset Management 13,261.26 266.00 October 16, 2025 280.25 9.81% [1.27%] 5.62% [0.57%] Not Applicable
Limited*
Source: www.nseindia.com and www.bseindia.com
# BSE as designated stock exchange
* NSE as designated stock exchange
Notes:
1. Opening price information as disclosed on the website of the designated stock exchange.
2. Change in closing price over the issue/offer price as disclosed on designated stock exchange.
3. For change in closing price over the closing price as on the listing date, the CNX NIFTY or S&P BSE SENSEX is considered as the Benchmark Index as per the Designated Stock Exchange disclosed by the
respective Issuer at the time of the issue, as applicable.
4. In case of reporting dates falling on a trading holiday, values for the trading day immediately preceding the trading holiday have been considered.
5. 30th calendar day has been taken as listing date plus 29 calendar days; 90th calendar day has been taken as listing date plus 89 calendar days; 180th calendar day has been taken a listing date plus 179 calendar
days.
6. Restricted to last 10 issues..
7. A discount of Rs. 10 per Equity Share was offered to eligible employees bidding in the employee reservation portion.
8. A discount of Rs. 46 per Equity Share was offered to eligible employees bidding in the employee reservation portion.
9. A discount of Rs. 52 per Equity Share was offered to eligible employees bidding in the employee reservation portion..
10. A discount of Rs. 11 per Equity Share was offered to eligible employees bidding in the employee reservation portion.
11. A discount of Rs. 54 per Equity Share was offered to eligible employees bidding in the employee reservation portion.
5042. Summary statement of price information of past issues (during the current Fiscal and two Fiscals preceding the current Fiscal) handled by JM Financial Limited
Financial Total Total funds Nos. of IPOs trading at discount Nos. of IPOs trading at premium Nos. of IPOs trading at discount Nos. of IPOs trading at premium as
Year no. of raised on as on 30th calendar days from on as on 30th calendar days from as on 180th calendar days from on 180th calendar days from listing
IPOs (` Millions) listing date listing date listing date date
Over Between Less than Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than
50% 25% - 50% 25% 25%-50% 25% 25%-50% 25% 25%-50% 25%
2025-2026 26 6,65,224.16 1 1 8 - 6 9 - 2 6 1 - 4
2024-2025 13 2,55,434.10 - - 5 5 2 1 1 3 1 4 1 2
2023-2024 24 2,88,746.72 - - 7 4 5 8 - - 5 7 5 7
Nuvama Wealth Management Limited
1. Price information of past issues (during the current Fiscal and two Fiscals preceding the current Fiscal) handled by Nuvama Wealth Management Limited
S. **Issue Name Issue Size Issue price Listing Date Opening +/- % change in closing +/- % change in closing +/- % change in closing
No. (₹ million) # (₹) Price on price, [+/- % change in price, [+/- % change in price, [+/- % change in
Listing Date closing benchmark]- closing benchmark]- 90th closing benchmark]-
(in ₹) 30th calendar days calendar days from 180th calendar days
from listing listing from listing
1. KSH International 6,444.48 384.00 December 23, 370.00 -9.00% [-4.23%] NA NA
Limited 2025
2. ICICI Prudential 1,06,026.50 2165.00 December 19, 2600.00 35.59% [-1.05%] NA NA
Asset Management 2025
Company Limited
3. Park Medi World 9,200.00 162.00 December 17, 158.80 -7.61% [-0.59%] NA NA
Limited 2025
4. Anand Rathi Share 7,450.00 414.00* September 30, 432.00 24.03% [5.86%] 52.00% [5.82%] NA
and Stock Brokers 2025
Limited
5. Solarworld Energy 4,900.00 351.00 September 30, 388.50 -3.59% [5.86%] -24.62% [5.82%] NA
Solutions Limited 2025
6. Jaro Institute of 4,500.00 890.00 September 30, 890.00 -32.12% [5.86%] -43.52% [5.82%] NA
Technology 2025
Management and
Research Limited
7. Vikram Solar Limited 20,793.69 332.00 August 26, 2025 338.00 -1.48% [1.40%] -13.25% [5.49%] NA
8. Sambhv Steel Tubes 5,400.00 82.00## July 02, 2025 110.00 55.74% [-2.69%] 31.82% [-3.22%] 18.87% [2.31%]
Limited
9. HDB Financial 1,25,000.00 740.00 July 02, 2025 835.00 2.51% [-2.69%] 1.10% [-3.22%] 2.49% [2.31%]
Services Limited
505S. **Issue Name Issue Size Issue price Listing Date Opening +/- % change in closing +/- % change in closing +/- % change in closing
No. (₹ million) # (₹) Price on price, [+/- % change in price, [+/- % change in price, [+/- % change in
Listing Date closing benchmark]- closing benchmark]- 90th closing benchmark]-
(in ₹) 30th calendar days calendar days from 180th calendar days
from listing listing from listing
10. ArisInfra Solutions 4,995.96 222.00 June 25, 2025 205.00 -33.84% [-0.72%] -23.21% [-0.17%] -41.21% [2.86%]
Limited
Source: www.nseindia.com and www.bseindia.com
* Anand Rathi Share and Stock Brokers Limited- A discount of ₹ 25 per Equity Share was offered to eligible employees bidding in the employee reservation portion. All calculations are based on the offer price of ₹414
per equity share
##Sambhv Steel Tubes Limited- A discount of ₹4 per equity share was offered to eligible employees bidding in the employee reservation portion. All calculations are based on the offer price of ₹82 per equity share
Notes
1. Based on date of listing.
2. % of change in closing price on 30th / 90th / 180th calendar day from listing day is calculated vs issue price. % change in closing benchmark index is calculated based on closing index on listing day vs closing index
on 30th/ 90th / 180th calendar day from listing day.
3. Wherever 30th/ 90th / 180th calendar day from listing day is a holiday, the closing data of the previous trading day has been considered.
4. Designated Stock Exchange as disclosed by the respective Issuer at the time of the issue has been considered for disclosing the price information and benchmark index.
5. Not Applicable. – Period not completed
6. Disclosure in Table-1 restricted to 10 issues.
2. Summary statement of price information of past issues (during the current Fiscal and two Fiscals preceding the current Fiscal) handled by Nuvama Wealth
Management Limited
Fiscal Total Total amount No. of IPOs trading at discount No. of IPOs trading at premium – 30th No. of IPOs trading at discount – No. of IPOs trading at premium –
Year no. Of of funds raised – 30th calendar days from listing calendar days from listing 180th calendar days from listing 180th calendar days from listing
IPOs (₹ Mn.)# Over Between Less than Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than
50% 25-50% 25% 50% 50% 25% 50% 50% 25% 50% 50% 25%
2025-26^ 11 3,08,584.03 - 2 4 1 1 3 - 1 1 - - 2
2024-25 12 290,301.99 - 1 5 1 1 4 - 2 3 1 1 5
2023-24 9 68,029.67 - 1 1 1 1 5 - 1 3 1 1 3
The information is as on the date of the document
1. Based on date of listing.
2. Wherever 30th and 180th calendar day from listing day is a holiday, the closing data of the previous trading day has been considered.
3. Designated Stock Exchange as disclosed by the respective Issuer at the time of the issue has been considered for disclosing the price information and benchmark index.
^ For the financial year 2025-26, 11 issues have completed 30 calendar days and 4 issues have completed 180 days.
**Pursuant to order passed by Hon’ble National Company Law Tribunal, Mumbai Bench dated April 27, 2023, the merchant banking business of Edelweiss Financial Services Limited (“Edelweiss”) has demerged and
now transferred to Nuvama Wealth Management Limited (“Nuvama”) and therefore the said merchant banking business is part of Nuvama.
#As per Prospectus excluding Pre-IPO placement.
506Track record of past issues handled by the Book Running Lead Managers
For details regarding the track record of the Book Running Lead Managers, as specified in circular
(CIR/MIRSD/1/2012) dated January 10, 2012 issued by SEBI, please see the websites of the Book Running Lead
Managers, as provided in the table below:
S. No. Name of the Book Running Lead Manager Website
1. Axis Capital Limited www.axiscapital.co.in
2. IIFL Capital Services Limited (formerly known as IIFL Securities Limited) www.iiflcapital.com
3. JM Financial Limited www.jmfl.com
4. Nuvama Wealth Management Limited www.nuvama.com
Stock Market Data of the Equity Shares
This being the initial public offering of the Equity Shares, the Equity Shares are not listed on any stock exchange
as on the date of this Prospectus, and accordingly, no stock market data is available for the Equity Shares.
Mechanism for Redressal of Investor Grievances
The Registrar Agreement provides for retention of records with the Registrar to the Offer for a minimum period
of eight years from the date of listing and commencement of trading of the Equity Shares on the Stock Exchanges,
in order to enable the investors to approach the Registrar to the Offer for redressal of their grievances.
Bidders may contact our Company Secretary and Compliance Officer and/or the Registrar to the Offer in case of
any pre-Offer or post-Offer related problems such as non-receipt of Allotment Advice, non-credit of Allotted
Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt of funds by
electronic mode, etc. For all Offer related queries and for redressal of complaints, investors may also write to the
BRLMs.
All Offer related grievances, other than those of Anchor Investors may be addressed to the Registrar to the Offer
with a copy to the relevant Designated Intermediary with whom the ASBA Form was submitted, giving full details
such as name of the sole or First Bidder, ASBA number, Bidder’s DP ID, Client ID, PAN, address of Bidder,
number of Equity Shares applied for, ASBA Account number in which the amount equivalent to the Bid Amount
was blocked or the UPI ID (for UPI Bidders), date of ASBA Form, and the name and address of the relevant
Designated Intermediary where the Bid was submitted. Further, the Bidder shall enclose the Acknowledgment
Slip or the application number from the Designated Intermediary in addition to the documents or information
mentioned hereinabove. All grievances relating to Bids submitted through Registered Brokers may be addressed
to the Stock Exchanges with a copy to the Registrar to the Offer.
All Offer related grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full
details such as the name of the sole or first Bidder, Anchor Investor Application Form number, Bidders’ DP ID,
Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares
applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address
of the BRLMs where the Anchor Investor Application Form was submitted by the Anchor Investor.
In terms of SEBI ICDR Master Circular, any ASBA Bidder whose Bid has not been considered for Allotment,
due to failure on the part of any SCSB, shall have the option to seek redressal of the same within three months of
the date of listing of the Equity Shares with the concerned SCSB. SCSBs are required to resolve these complaints
within 15 days, failing which the concerned SCSB would have to pay interest at the rate of 15% per annum for
any delay beyond this period of 15 days.
Separately, pursuant to the SEBI ICDR Master Circular, the following compensation mechanism shall be
applicable for investor grievances in relation to Bids made through the UPI Mechanism, for which the relevant
SCSBs shall be liable to compensate the investor:
Scenario Compensation amount Compensation period
Delayed unblock for ₹ 100 per day or 15% per annum of From the date on which the request for
cancelled/withdrawn/deleted the Bid Amount, whichever is cancellation/withdrawal/deletion is placed
applications higher on the bidding platform of the Stock
Exchanges till the date of actual unblock
507Scenario Compensation amount Compensation period
Blocking of multiple amounts for the 1. Instantly revoke the blocked From the date on which multiple amounts
same Bid made through the UPI funds other than the original were blocked till the date of actual unblock
Mechanism application amount; and
2. ₹100 per day or 15% per
annum of the total cumulative
blocked amount except the
original Bid Amount,
whichever is higher
Blocking more amount than the Bid 1. Instantly revoke the difference From the date on which the funds to the
Amount amount, i.e., the blocked excess of the Bid Amount were blocked till
amount less the Bid Amount; the date of actual unblock
and
2. ₹100 per day or 15% per
annum of the difference
amount, whichever is higher
Delayed unblock for non – ₹100 per day or 15% per annum of From three Working Days from Bid/Offer
Allotted/partially Allotted the Bid Amount, whichever is Closing Dates till the date of actual unblock
applications higher
Further, in the event there is a delay in redressal of the investor grievance, the BRLMs shall compensate the
investors at the rate higher of ₹100 or 15% per annum of the application amount. The compensation shall be
payable for the period ranging from the day on which the investor grievance is received till the date of actual
unblock.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the
UPI Mechanism) exceeding two Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated
by the intermediary responsible for causing such delay in unblocking in accordance with applicable law. Further,
investors shall be entitled to compensation in the manner specified in the SEBI circular
(SEBI/HO/CFD/DIL1/CIR/P/2021/47) dated March 31, 2021 and the SEBI ICDR Master Circular in case of
delays in resolving investor grievances in relation to blocking/unblocking of funds.
Further, in terms of SEBI ICDR Master Circular, the payment of processing fees to the SCSBs shall be undertaken
pursuant to an application made by the SCSBs to the BRLMs, and such application shall be made only after (i)
unblocking of application amounts for each application received by the SCSB has been fully completed, and (ii)
applicable compensation relating to investor complaints has been paid by the SCSB.
Our Company, the BRLMs and the Registrar to the Offer accept no responsibility for errors, omissions,
commission of any acts of the Designated Intermediaries, including any defaults in complying with its obligations
under the SEBI ICDR Regulations.
For grievance redressal contact details of the BRLMs pursuant to SEBI ICDR Master Circular issued by the SEBI,
see “Offer Procedure – General Instructions” on page 532.
Disposal of Investor Grievances by our Company
We estimate that the average time required by our Company and/or the Registrar to the Offer for the redressal of
routine investor grievances shall be ten Working Days from the date of receipt of the complaint. In case of non-
routine complaints and complaints where external agencies are involved, our Company will seek to redress these
complaints as expeditiously as possible.
Our Company has appointed Vipul Sharma as the Company Secretary and Compliance Officer, and he may be
contacted in case of any pre-Offer or post-Offer related problems, at the address set forth hereunder.
Vipul Sharma
Unit No. 701-711, 7th Floor,
Unitech Commercial Tower-2,
Sector-45, Arya Samaj Road,
Gurgaon 122 003,
Haryana, India
Tel: +91 124 4844000
E-mail: secrectarial@ayefin.com
508Our Company has obtained authentication on the SEBI SCORES platform in compliance with the SEBI Circular
SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023 in relation to redressal of investor grievances
through SCORES. Further, our Board has constituted a Stakeholders’ Relationship Committee, which is
responsible for redressal of grievances of the security holders of our Company. For details, see “Our Management
– Board Committees” on page 289.
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
Our Company has not sought any exemption from complying with any provisions of securities laws from SEBI.
509SECTION VII – OFFER RELATED INFORMATION
TERMS OF THE OFFER
The Equity Shares being offered and Allotted pursuant to the Offer will be subject to the provisions of the
Companies Act 2013, the SEBI ICDR Regulations, the SCRA, the SCRR, the Memorandum of Association, the
Articles of Association, the SEBI Listing Regulations, the terms of the Red Herring Prospectus and this
Prospectus, the Bid cum Application Form, the Revision Form, the CAN, the Abridged Prospectus and other terms
and conditions as may be incorporated in the Allotment Advice and other documents and certificates that were
executed in respect of the Offer. The Equity Shares will also be subject to all applicable laws, guidelines, rules,
notifications and regulations relating to the issue, offer for sale and listing and trading of securities, issued from
time to time, by the SEBI, the GoI, the Stock Exchanges, the RoC, the RBI and/or other authorities, as in force on
the date of the Offer and to the extent applicable or such other conditions as maybe prescribed by such
governmental and/or regulatory or statutory authorities while granting approval for the Offer.
The Offer
The Offer comprises of the Fresh Issue and the Offer for Sale. The expenses for the Offer shall be shared amongst
our Company and the Selling Shareholders in the manner specified in the section titled “Objects of the Offer –
Offer related Expenses”, on page 127.
Ranking of Equity Shares
The Equity Shares offered, Allotted and transferred pursuant to the Offer will be subject to the provisions of the
Companies Act 2013, the SCRA, the SCRR, the Memorandum of Association and the Articles of Association and
will rank pari passu in all respects with the existing Equity Shares, including in respect of the right to receive
dividends, voting and other corporate benefits, if any, declared by our Company after the date of Allotment in
accordance with applicable law. For further details please see “Main Provisions of the Articles of Association”
on page 543.
Mode of payment of dividend
Our Company shall pay dividend, if declared, to the Shareholders of our Company, as per the provisions of the
Companies Act 2013, the SEBI Listing Regulations, the Memorandum of Association and the Articles of
Association, and any guidelines or directives that may be issued by the GoI in this respect or any other applicable
law. Any dividends, if any declared by our Company after the date of Allotment in the Offer will be payable to
the Allottees, for the entire year, in accordance with applicable law. For further details in relation to dividends,
see “Dividend Policy” and “Main Provisions of the Articles of Association” on pages 303 and 543, respectively.
Face Value, Offer Price, Floor Price, Cap Price and Price Band
The face value of each Equity Share is ₹2. The Floor Price is ₹ 122.00 per Equity Share while the Cap Price is ₹
129.00 per Equity Share. The Offer Price is ₹129.00 per Equity Share. The Anchor Investor Offer Price is ₹ 129.00
per Equity Share.
The Offer Price, Price Band and the minimum Bid Lot was decided by our Company in consultation with the
BRLMs, and published at least two Working Days prior to the Bid/Offer Opening Date, in all editions of Financial
Express, an English national daily newspaper and all editions of Jansatta, a Hindi national daily newspaper (Hindi
also being the regional language of New Delhi, where our Registered Office is located), each with a wide
circulation, and was made available to the Stock Exchanges for the purpose of uploading on their websites. The
Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price was pre-
filled in the Bid cum Application Forms available at the website of the Stock Exchanges. The Offer Price was
determined by our Company in consultation with the BRLMs, after the Bid/Offer Closing Date, on the basis of
assessment of market demand for the Equity Shares issued by way of the Book Building Process.
At any given point of time there will be only one denomination for the Equity Shares.
Compliance with disclosure and accounting norms
Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.
510Rights of the Equity Shareholders
Subject to applicable laws, rules, regulations, guidelines and the provisions of our Articles of Association, the
equity Shareholders will have the following rights:
• Right to receive dividend, if declared;
• Right to attend general meetings and exercise voting powers, unless prohibited by law;
• Right to vote on a poll either in person or by proxy or e-voting in accordance with the provisions of the
Companies Act;
• Right to receive offers for rights shares and be allotted bonus shares, if announced;
• Right to receive any surplus on liquidation subject to any statutory and preferential claims being satisfied;
• Right of free transferability of their Equity Shares, subject to applicable laws including any RBI rules,
regulations and foreign exchange regulations and other applicable law; and
• Such other rights as may be available to a shareholder of a listed public company under the Companies
Act 2013, the SEBI Listing Regulations and our Memorandum of Association and Articles of Association
and other applicable laws.
For a detailed description of the main provisions of our Articles of Association relating to voting rights, dividend,
forfeiture, lien, transfer, transmission, consolidation and splitting, see “Main Provisions of the Articles of
Association” on page 543.
Allotment only in dematerialized form
In terms of Section 29 of the Companies Act 2013, and the SEBI ICDR Regulations, the Equity Shares shall be
Allotted only in dematerialized form. As per the SEBI ICDR Regulations, the trading of the Equity Shares shall
only be in dematerialized form on the Stock Exchanges.
Market Lot and Trading Lot
Since trading of our Equity Shares is in dematerialized form, the tradable lot is one Equity Share. Allotment in
the Offer will be only in dematerialised and electronic form in multiples of 116 Equity Shares, subject to a
minimum Allotment of 116 Equity Shares
Jurisdiction
Exclusive jurisdiction for the purpose of the Offer is with the competent courts/authorities in New Delhi, India.
Joint holders
Subject to the provisions of the Articles of Association, where two or more persons are registered as the holders
of any Equity Shares, they are deemed to hold such Equity Shares as joint holders with benefits of survivorship.
Period of operation of subscription list
See “– Bid/Offer Programme” on page 512.
Nomination facility
In accordance with Section 72 of the Companies Act 2013, read with Companies (Share Capital and Debentures)
Rules, 2014, as amended, the sole or first Bidder, along with other joint Bidders, may nominate any one person in
whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders, as the case may
be, the Equity Shares Allotted, if any, will vest, to the exclusion of all other persons, unless the nomination is
varied or cancelled in the prescribed manner. A person, being a nominee entitled to the Equity Shares by reason
of the death of the original holder(s), will, in accordance with Section 72 of the Companies Act 2013, be entitled
511to the same benefits to which he or she will be entitled if he or she were the registered holder of the Equity Shares.
Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any
person to become entitled to Equity Share(s) in the event of the holder’s death during minority. A nomination
shall stand rescinded upon a sale/transfer/alienation of Equity Share(s) by the person nominating. A nomination
may be cancelled, or varied by nominating any other person in place of the present nominee, by the holder of the
Equity Shares who has made the nomination, by giving a notice of such cancellation or variation to our Company
in the prescribed form. Fresh nomination can be made only on the prescribed form available on request at the
Registered Office or with the Registrar.
Further, any person who becomes a nominee by virtue of Section 72 of the Companies Act 2013, as mentioned
above, will, upon on the production of such evidence as may be required by our Board, elect either:
• to register himself or herself as holder of Equity Shares; or
• to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or
herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, the Board
may thereafter withhold payment of all dividend, interests, bonuses or other monies payable in respect of the
Equity Shares, until the requirements of the notice have been complied with.
Since the Allotment of Equity Shares in the Offer will be made only in dematerialized form, there is no need to
make a separate nomination with our Company. Nominations registered with the respective Depository Participant
of the Bidder will prevail. If Bidders want to change their nomination, they are advised to inform their respective
Depository Participant.
Bid/Offer Period
EVENT INDICATIVE DATE
BID/OFFER OPENED ON Monday, February 9, 2026
BID/OFFER CLOSED ON Wednesday, February 11, 2026(1)
(1) The UPI mandate end time and date was at 5:00 p.m. on the Bid/Offer Closing Date.
BID/OFFER PROGRAMME
An indicative timetable in respect of the Offer is set out below:
Event Indicative Date
BID/OFFER CLOSED ON Wednesday, February 11, 2026(1)
FINALIZATION OF BASIS OF ALLOTMENT WITH THE On or about Thursday, February 12, 2026
DESIGNATED STOCK EXCHANGE
INITIATION OF REFUNDS (IF ANY, FOR ANCHOR On or about Friday, February 13, 2026
INVESTORS)/UNBLOCKING OF FUNDS FROM ASBA
ACCOUNT*
CREDIT OF EQUITY SHARES TO DEMAT ACCOUNTS OF On or about Friday, February 13, 2026
ALLOTTEES*
COMMENCEMENT OF TRADING OF THE EQUITY On or about Monday, February 16, 2026
SHARES ON THE STOCK EXCHANGES
(1)The UPI mandate end time and date was at 5:00 p.m. on the Bid/Offer Closing Date.
*In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism)exceeding
two Working Days from the Bid/Offer Closing Date, for cancelled/withdrawn/deleted ASBA Forms, the Bidder shall be compensated at a
uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher, from the date on which the request for cancellation/
withdrawal/ deletion is placed in the Stock Exchanges bidding platform until the date on which the amounts are unblocked (ii) any blocking
of multiple amounts for the same ASBA Form (for amounts blocked through the UPI Mechanism), the Bidder shall be compensated at a
uniform rate ₹ 100 per day or 15% per annum of the total cumulative blocked amount except the original application amount, whichever is
higher from the date on which such multiple amounts were blocked till the date of actual unblock; (iii) any blocking of amounts more than
the Bid Amount, the Bidder shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the difference in amount, whichever
is higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay in unblocking of non-allotted/
partially allotted Bids, exceeding four Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated at a uniform rate of
₹ 100 per day or 15% per annum of the Bid Amount, whichever is higher for the entire duration of delay exceeding two Working Days from
the Bid/Offer Closing Date by the intermediary responsible for causing such delay in unblocking. The BRLMs shall, in their sole discretion,
identify and fix the liability on such intermediary or entity responsible for such delay in unblocking.
512The Bidder shall be compensated by the manner specified in the SEBI ICDR Master Circular, which for the avoidance of doubt, shall be
deemed to be incorporated in the deemed agreement of our Company with the SCSBs, to the extent applicable issued by SEBI, and any other
applicable law in case of delays in resolving investor grievances in relation to blocking/unblocking of funds. The processing fees for
applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a
written confirmation in compliance with the SEBI ICDR Master Circular, which has also prescribed that all individual investors applying in
initial public offerings opening on or after May 1, 2022, where the application amount is up to ₹500,000, shall use UPI. RIBs and individual
investors Bidding under the Non-Institutional Portion Bidding for more than ₹200,000 and up to ₹500,000 using the UPI Mechanism, shall
provide their UPI ID in the Bid-cum-Application Form for Bidding through Syndicate, sub-syndicate members, Registered Brokers, RTAs or
CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers.
The processing fees for applications made by the UPI Bidders may be released to the remitter banks (SCSBs) only after such banks provide
a written confirmation on compliance with SEBI ICDR Master Circular.
The aforesaid timetable, other than the Bid/Offer Closing Date, is indicative in nature and does not
constitute any obligation or liability on our Company or the Selling Shareholders or BRLMs or the
Members of the Syndicate. While our Company will use best efforts to ensure all steps for the completion
of the necessary formalities for the listing and trading of our Equity Shares on the Stock Exchanges
commences such period as may be prescribed by SEBI, the timetable may be subject to change for various
reasons, any delays in receipt of final listing and trading approvals from the Stock Exchanges, or any delay
in receipt of final certificates from SCSBs, etc. The commencement of trading of the Equity Shares will be
entirely at the discretion of the Stock Exchanges in accordance with applicable law. Each of the Selling
Shareholders, severally and not jointly, confirm that it shall extend reasonable support and co-operation
required by our Company and the BRLMs, solely to the extent of its respective portion of the Offered
Shares, to facilitate the completion of the necessary formalities for listing and commencement of trading of
the Equity Shares at the Stock Exchanges within such time period as may be prescribed by SEBI.
SEBI vide SEBI ICDR Master Circular has reduced the post issue timeline for initial public offerings. The revised
timeline of T+3 days had been made applicable in two phases, i.e., voluntary for all public issues opening on or
after September 1, 2023 and mandatory on or after December 1, 2023. Accordingly, the Offer will be made under
UPI Phase III T+3 listing on mandatory basis, subject to any circulars, clarification or notification issued by the
SEBI from time to time.
In terms of the UPI Circulars, in relation to the Offer, the BRLMs will be required to submit reports of compliance
with timelines and activities prescribed by SEBI in connection with the allotment and listing procedure within
three Working days of Bid/ Offer Closing Date or such time prescribed by SEBI, identifying non-adherence to
timelines and processes and an analysis of entities responsible for the delay and the reasons associated with it.
Further, the Offer procedure is subject to change basis any revised SEBI circulars to this effect.
Submission of Bids (other than Bids from Anchor Investors):
Bid/Offer Period (except the Bid/Offer Closing Date)
Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m.
(Indian Standard Time (“IST”)
Bid/Offer Closing Date*
Submission of Electronic Applications (Online ASBA through Only between 10.00 a.m. and up to 5.00 p.m.
3-in-1 accounts) – For RIIs, other than QIBs and Non- IST
Institutional Investors
Submission of Electronic Applications (Bank ASBA through Only between 10.00 a.m. and up to 4.00 p.m.
Online channels like Internet Banking, Mobile Banking and IST
Syndicate UPI ASBA applications)
Submission of Electronic Applications (Syndicate Non-Retail, Only between 10.00 a.m. and up to 3.00 p.m.
Non-Individual Applications) IST
Submission of Physical Applications (Bank ASBA) Only between 10.00 a.m. and up to 1.00 p.m.
IST
Submission of Physical Applications (Syndicate Non-Retail, Only between 10.00 a.m. and up to 12.00 p.m.
Non-Individual Applications of QIBs and Non-Institutional IST
Investors
Modification/ Revision/cancellation of Bids
Upward Revision of Bids by QIBs and Non-Institutional Only between 10.00 a.m. on the Bid/Offer
Investors categories# Opening Date and up to 4.00 p.m. IST on
Bid/Offer Closing Date
513Upward or downward Revision of Bids or cancellation of Bids Only between 10.00 a.m. on the Bid/Offer
by RIIs Opening Date and up to 5.00 p.m. IST on
Bid/Offer Closing Date
Our Company and Selling Shareholders in consultation with the BRLMs, may decide to close the Bid/ Offer Closing Period for QIBs one
Working Day prior to the Bid/ Offer Closing Date, in accordance with the SEBI ICDR Regulations.
*UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.
#QIBs and Non-Institutional Investors can neither revise their bids downwards nor cancel/ withdraw their Bids.
On the Bid/Offer Closing Date, the Bids were required to be uploaded until:
(i) 4:00 p.m. IST in case of Bids by QIBs and Non-Institutional Investors, and
(ii) until 5:00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by RIIs.
The Registrar to the Offer was required to submit the details of cancelled/withdrawn/deleted applications to the
SCSBs on daily basis within 60 minutes of the Bid closure time from the Bid/Offer Opening Date till the Bid/Offer
Closing Date by obtaining the same from the Stock Exchanges. The SCSBs were required to unblock such
applications by the closing hours of the Working Day and submit the confirmation to the Book Running Lead
Managers and the Registrar to the Offer on daily basis, as per the format prescribed in SEBI ICDR Master Circular.
It is clarified that Bids were be processed only after the application monies are blocked in the ASBA
Account and Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount
is not blocked by SCSBs, or not blocked under the UPI Mechanism in the relevant ASBA Account, as the
case may be, were rejected.
To avoid duplication, the facility of re-initiation provided to Members of the Syndicate shall preferably be allowed
only once per bid/batch and as deemed fit by the Stock Exchanges, after closure of the time for uploading Bids.
Due to limitation of time available for uploading Bids on the Bid/Offer Closing Date, Bidders were advised to
submit Bids one day prior to the Bid/Offer Closing Date and in any case no later than 1:00 p.m. IST on the Bid/
Offer Closing Date. Any time mentioned in this Prospectus is IST. Bidders were cautioned that if a large number
of Bids were received on the Bid/Offer Closing Date, as is typically experienced in public issues, which may lead
to some Bids not being uploaded due to lack of sufficient time to upload, such Bids that cannot be uploaded on
the electronic bidding system would not be considered for allocation in the Offer. None of our Company, Selling
Shareholders or any member of the Syndicate is liable for any failure in uploading the Bids due to faults in any
software or hardware system or blocking of application amount by SCSBs on receipt of instructions from the
Sponsor Bank due to any errors, omissions, or otherwise non-compliance by various parties involved in, or any
other fault, malfunctioning or breakdown in the UPI Mechanism. It is clarified that Bids not uploaded on the
electronic bidding system or in respect of which the full Bid Amount is not blocked by the SCSBs or not blocked
under the UPI Mechanism in the relevant ASBA Account, as the case may be, would be rejected. Further, as per
letter no. list/SMD/SM/2006 dated July 3, 2006, and letter no. NSE/IPO/25101- 6 dated July 6, 2006 issued by
BSE and NSE respectively, Bids would be accepted only on Working Days, during the Bid/Offer Period and
revisions was not accepted on Saturdays, Sundays and public/ bank holidays as declared by the Stock Exchanges.
The Designated Intermediaries shall modify select fields uploaded in the Stock Exchange platform during the
Bid/Offer Period till 5.00 pm on the Bid/Offer Closing Date after which the Stock Exchange(s) send the bid
information to the Registrar to the Offer for further processing.
In case of discrepancy in data entered in the electronic book vis-à-vis data contained in the physical Bid cum
Application Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges were
taken as the final data for the purpose of Allotment.
Minimum subscription
If our Company did not receive the minimum subscription in the Offer as specified under Rule 19(2)(b) of the
SCRR or; the minimum subscription of 90% of the Fresh Issue on the date of closure of the Offer; or subscription
level falls below aforesaid minimum subscription after the Bid/Offer Closing Date due to withdrawal of
applications; or after technical rejections; or if the listing or trading permission is not obtained from the Stock
Exchanges for the Equity Shares so offered under the Offer Document, our Company shall forthwith
refund/unblock the entire subscription amount received in accordance with applicable law including the SEBI
ICDR Circular. If there is a delay beyond two days, our Company, to the extent applicable, shall pay interest at
514the rate of 15% per annum on the Bid Amount as per the SEBI circular (mentioned above). If there is a delay
beyond four days, our Company and every Director of our Company who is an officer in default, to the extent
applicable, shall pay interest as prescribed under applicable law. The Selling Shareholders, severally and not
jointly, shall be liable to refund money raised in the Offer only to the extent of the Equity Shares offered by such
Selling Shareholder in the Offer, together with any interest on such money, as required under appliable law, to the
Bidder, provided no Selling Shareholder shall be responsible to pay such interest unless such delay is solely by,
or is directly attributable to, an act or omission of such Selling Shareholder in relation to its respective portion of
the Offered Shares and in such cases our Company shall be responsible to pay such interest. All refunds made,
interest borne, and expenses incurred (with regard to payment of refunds) by our Company on behalf of any of
the Selling Shareholders (only to the extent of its respective portion of the Offered Shares) will be adjusted or
reimbursed by such Selling Shareholder to the Company as agreed among our Company and the Selling
Shareholders in writing, in accordance with applicable law.
In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90%, whichever is
higher, of the Fresh Issue and compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957,
the Allotment for the valid Bids will be made in the following order:
(i) In the first instance towards subscription for 90%, whichever is higher, of the Fresh Issue.
(ii) If there remain any balance valid Bids in the Offer, the Allotment for the balance valid Bids will be made:
(a) first towards Equity Shares offered by the Selling Shareholders in proportion to the Offered Shares
being offered by the Selling Shareholders; (b) only after the sale of all of the Offered Shares, towards the
balance Fresh Issue.
Undersubscription, if any, in any category except the QIB portion, would be met with spill-over from the other
categories at the discretion of our Company and Selling Shareholders in consultation with the BRLMs, and the
Designated Stock Exchange.
In terms of the SEBI circular SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, and SEBI ICDR Master
Circular, our Company shall within two days from the closure of the Offer, refund the subscription amount
received in case of non – receipt of minimum subscription or in case our Company fails to obtain listing or trading
permission from the Stock Exchanges for the Equity Shares. If there is a delay beyond such time period as
prescribed under applicable law, interest at the rate of 15% per annum shall be paid.
Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number
of Bidders to whom the Equity Shares will be Allotted will be not less than 1,000, failing which the entire
application money shall be unblocked in the respective ASBA Accounts of the Bidders. In case of delay, if any,
in unblocking the ASBA Accounts within such timeline as prescribed under applicable laws, our Company shall
be liable to pay interest on the application money in accordance with applicable laws.
Arrangement for disposal of odd lots
Since our Equity Shares will be traded in dematerialized form only and the market lot for our Equity Shares will
be one Equity Share, no arrangements for disposal of odd lots are required.
New financial instruments
Our Company is not issuing any new financial instruments through the Offer.
Restriction on Transfer of Shares and Transmission of Equity Shares
Except for lock-in of the pre-Offer Equity Shares of our Company and the Anchor Investor lock-in in the Offer,
as detailed in “Capital Structure” on page 95 respectively, and except as provided in the Articles of Association
as detailed in “Main Provisions of the Articles of Association” on page 543, there are no restrictions on transfers
and transmission of Equity Shares and on their consolidation/splitting.
515Option to receive Equity Shares in Dematerialized form
Allotment of Equity Shares to successful Bidders will only be in the dematerialized form. Bidders will not have
the option of Allotment of the Equity Shares in physical form. The Equity Shares on Allotment will be traded only
in the dematerialized segment of the Stock Exchanges.
516OFFER STRUCTURE
The Offer is of 78,294,571* Equity Shares of face value of ₹2 at an Offer Price of ₹129.00 per Equity Share for
cash (including a share premium of ₹127 per Equity Share) aggregating to ₹10,100.00* million comprising a Fresh
Issue of 55,038,759* Equity Shares of face value of ₹2 each aggregating to ₹7,100.00* million and an Offer of
Sale of 23,255,812* Equity Shares of face value of ₹2 each aggregating to ₹3,000.00* million by the Selling
Shareholders consisting 21,880,851* Equity Shares of face value of ₹2 each aggregating to ₹2,822.63* million by
Corporate Selling Shareholders, and 1,374,961* Equity Shares of face value of ₹2 aggregating to ₹177.37 million
by Individual Selling Shareholder.
*Subject to finalisation of Basis of Allotment.
The Offer is being made through the Book Building Process, in compliance with Regulation 6(2) and Regulation
31 of the SEBI ICDR Regulations.
Retail Individual
Particulars QIBs(1) Non-Institutional Investors
Investors
Number of Equity Not less than 58,720,930 Equity Not more than 11,744,185 Not more than
Shares available for Shares of face value ₹2 each Equity Shares of face value ₹2 7,829,456 Equity
Allotment/allocation^(2) each for allocation or Offer less Shares of face value ₹2
allocation to QIBs and Retail each available for
Individual Investors allocation or Offer less
allocation to QIBs and
Non-Institutional
Investors
Percentage of Offer Size Not less than 75% of the Offer Not more than 15% of the Offer Not more than 10% of
available for Allotment size shall be available for or the Offer less allocation to the Offer or the Offer
or allocation allocation to QIBs Bidders. QIBs and Retail Individual less allocation to QIBs
However, 5% of the Net QIB Investors was made available and Non-Institutional
Category was made available for for allocation. One-third of the Investors was made
allocation proportionately to Non-Institutional Category was available for allocation
Mutual Funds only. Mutual made available for allocation to
Funds participating in the Bidders with an application size
Mutual Fund Portion will also be of more than ₹200,000 and up to
eligible for allocation in the ₹1,000,000 and two-thirds of
remaining balance Net QIB the Non-Institutional Category
Category (excluding the Anchor was made available for
Investor Portion). The allocation to Bidders with an
unsubscribed portion in the application size of more than
Mutual Fund Portion was made ₹1,000,000
available for allocation to the
Net QIB Category
Basis of Allotment if Proportionate as follows The allotment to each NII shall The allotment to each
respective category is (excluding the Anchor Investor not be less than the minimum Retail Individual
oversubscribed Portion): application size, subject to Investor shall not be less
(a) 1,174,419 Equity Shares of availability of Equity Shares in than the minimum Bid
face value ₹2 each shall be the Non-Institutional Category lot subject to
available for allocation on a and the remaining available availability of Equity
proportionate basis to Equity Shares if any, was Shares of face value ₹2
Mutual Funds only; and Allotted on a proportionate each in the Retail
(b) 22,313,953 Equity Shares basis, subject to: Category and the
of face value ₹2 each shall (a) One-third of the Non- remaining available
be available for allocation Institutional Category was Equity Shares of face
on a proportionate basis to made available for value ₹2 each, if any,
all QIBs, including Mutual allocation to Bidders with was allocated on a
Funds receiving allocation an application size of more proportionate basis. See
as per (a) above. than ₹200,000 and up to “Offer Procedure” on
₹1,000,000; and page 521.
35,232,558 Equity Shares (b) Two-thirds of the Non-
were allocated on a Institutional Category was
discretionary basis to made available for
Anchor Investors of which allocation to Bidders with
33.33% shall be available an application size of more
for allocation to Mutual than ₹1,000,000.
Funds and 6.67% shall be
available for allocation to
517Retail Individual
Particulars QIBs(1) Non-Institutional Investors
Investors
life insurance companies
and pension funds, subject
to valid Bid received from
Mutual Funds at or above
the Anchor Investor
Allocation Price
Mode of Bidding Through ASBA process only ASBA process only (including ASBA process only
(excluding the UPI Mechanism) the UPI Mechanism for Bids up (including the UPI
(except in case of Anchor to ₹ 0.50 million) Mechanism)
Investors)
Minimum Bid Such number of Equity Shares Such number of Equity Shares 116 Equity Shares of
of face value ₹2 each in in multiples of 116 Equity face value ₹2 each
multiples of 116 Equity Shares Shares so that the Bid Amount
so that the Bid Amount exceeds exceeds ₹200,000
₹200,000
Maximum Bid Such number of Equity Shares in Such number of Equity Shares Such number of Equity
multiples of 116 Equity Shares of face value ₹2 each in Shares of face value ₹2
of face value ₹2 each so that the multiples of 116 Equity Shares each in multiples of 116
Bid does not exceed the Offer of face value ₹2 each so that the Equity Shares of face
size (excluding the Anchor Bid does not exceed the Offer value ₹2 each so that the
portion), subject to applicable size (excluding the QIB Bid Amount does not
limits to bidder/investor Category), subject to applicable exceed ₹200,000
limits
Mode of Allotment Compulsorily in dematerialised form
Bid Lot 116 Equity Shares of face value ₹2 each and in multiples of 116 Equity Shares of face value ₹2
each thereafter
Allotment Lot 116 Equity Shares of face value ₹2 each and in multiples of one Equity Share of face value ₹ 2
each thereafter for QIBs and RIBs. For NIBs allotment shall not be less than the minimum non-
institutional application size.
Trading Lot One Equity Share
Who can Apply(3) Public financial institutions Resident Indian individuals, Resident Indian
specified in Section 2(72) of the HUFs (in the name of Karta), individuals, HUFs (in
Companies Act 2013, FPIs companies, corporate bodies, the name of the Karta)
registered with SEBI (other than Eligible NRIs, scientific and Eligible NRIs
individuals, corporate bodies and institutions, societies and trusts
family offices), scheduled and FPIs who are individuals,
commercial banks, mutual funds
corporate bodies and family
registered with SEBI, venture
offices which are re-categorised
capital funds registered with the
as category II FPI (as defined in
SEBI, FVCIs, Alternative
the SEBI FPI Regulations) and
Investment Funds, multilateral and
registered with SEBI
bilateral development financial
institutions, state industrial
development corporations, NBFC-
SI, accredited investors as defined
in regulation 2(1)(ab) of the SEBI
AIF Regulations, for the limited
purpose of their investments in
angel funds registered with the
Board, under the SEBI AIF
Regulations, insurance companies
registered with the Insurance
Regulatory and Development
Authority, provident funds with a
minimum corpus of ₹250 million,
pension funds with a minimum
corpus of ₹250 million registered
with the Pension Fund Regulatory
and Development Authority, the
National Investment Fund set up by
resolution F. No. 2/3/2005-DD-II
dated November 23, 2005 of the
GoI, published in the Gazette of
India, insurance funds set up and
managed by the army, navy, or air
force of the Union of India and
518Retail Individual
Particulars QIBs(1) Non-Institutional Investors
Investors
insurance funds set up and
managed by the Department of
Posts, India
Terms of Payment In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors at the
time of submission of their Bids(4)
In case of all other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank
account of the Bidders, or by the Sponsor Bank(s) through the UPI Mechanism (other than
Anchor Investors) that is specified in the Bid cum Application Form at the time of the
submission of the Bid cum Application Form
*Subject to finalisation of Basis of Allotment
^SEBI through its SEBI ICDR Master Circular, has prescribed that all individual investors applying in initial public offerings opening on or
after May 1, 2022, where the application amount is up to ₹500,000, shall use UPI. Individual investors Bidding under the Non-Institutional
Portion Bidding for more than ₹200,000 and up to ₹500,000, using the UPI Mechanism, shall provide their UPI ID in the Bid-cum-Application
Form for Bidding through Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online
trading, demat and bank account (3-in-1 type accounts), provided by certain brokers. Further SEBI ICDR Master Circular has mandated that
ASBA applications in public issues shall be processed only after the application monies are blocked in the bank accounts of the investors.
Accordingly, Stock Exchanges shall, for all categories of investors viz. QIBs, NIIs and RIIs and also for all modes through which the applications
are processed, accept the ASBA applications in their electronic book building platform only with a mandatory confirmation on the application
monies blocked.
(1) Our Company, in consultation with the BRLMs, allocated 60% of the QIB Category to Anchor Investors at the price at the Anchor Investor
Allocation Price, on a discretionary basis, subject to there being (i) a maximum of two Anchor Investors, where allocation in the Anchor
Investor Portion is up to ₹100 million, (ii) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor
Investor Portion is more than ₹100 million but up to ₹2,500 million under the Anchor Investor Portion, subject to a minimum allotment of
₹50 million per Anchor Investor, and (iii) in case of allocation above ₹2,500 million under the Anchor Investor Portion, a minimum of five
such investors and a maximum of 15 Anchor Investors for allocation up to ₹2,500 million, and an additional 10 Anchor Investors for every
additional ₹2,500 million or part thereof will be permitted, subject to minimum allotment of ₹50 million per Anchor Investor. An Anchor
Investor will make a minimum Bid of such number of Equity Shares, that the Bid Amount is at least ₹100 million. 33.33% of the Anchor
Investor Portion shall be reserved for domestic Mutual Funds and 6.67% of the Anchor Investment Portion shall be reserved for life
insurance companies and pension funds, subject to valid Bids being received at or above the Anchor Investor Allocation Price.
(2) This Offer was made in accordance with Rule 19(2)(b) of the SCRR, through the Book Building Process, in compliance with Regulation
6(2) of the SEBI ICDR Regulations, wherein not less than 75% of the Offer was available for allocation to QIBs on a proportionate basis,
provided that the Anchor Investor Portion was allocated on a discretionary basis. Further, not more than 15% of the Offer was available
for allocation to Non-Institutional Investors, of which one-third of the Non-Institutional Category was available for allocation to Bidders
with an application size of more than ₹200,000 and up to ₹1,000,000 and two-thirds of the Non-Institutional Category will be available for
allocation to Bidders with an application size of more than ₹1,000,000 and under-subscription in either of these two sub-categories of Non-
Institutional Category may be allocated to Bidders in the other sub-category of Non-Institutional Category in accordance with SEBI ICDR
Regulations, subject to valid Bids being received at or above the Offer Price. The allocation to each Non-Institutional Investor shall not be
less than the minimum application size, subject to availability of Equity Shares in the Non-Institutional Category and the remaining
available Equity Shares, if any, shall be allocated on a proportionate basis in accordance with the conditions specified in this regard in
Schedule XIII of the SEBI ICDR Regulations. Further, not more than 10% of the Offer will be available for allocation to Retail Individual
Investors in accordance with SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Under-subscription,
if any, in any category, except the QIB Category, would be met with spill-over from any other category or categories, as applicable, at the
discretion of our Company and the Selling Shareholders in consultation with the BRLMs and the Designated Stock Exchange, subject to
valid Bids being received at or above the Offer Price and in accordance with applicable laws. Under-subscription, if any, in the Net QIB
Category will not be allowed to be met with spill-over from other categories or a combination of categories.
(3) If the Bid is submitted in joint names, the relevant Bidders should ensured that the depository account was also held in the same joint names
and the names were in the same sequence in which they appeared in the Bid cum Application Form. The Bid cum Application Form
contained only the name of the First Bidder whose name should also appear as the first holder of the depository account held in joint
names. The signature of only the First Bidder was required in the Bid cum Application Form and such First Bidder was deemed to have
signed on behalf of the joint holders. Our Company reserved the right to reject, in its absolute discretion, all or any multiple Bids in any or
all categories.
(4) Full Bid Amount was payable by the Anchor Investors at the time of submission of the Bid cum Application Form, provided that any
difference between the price at which Equity Shares were allocated to the Anchor Investors and the Anchor Investor Offer Price, were
payable by the Anchor Investor Pay-in Date as mentioned in the CAN.
The Offer shall constitute 31.73 % of the post-Offer paid-up Equity Share capital of our Company. The face value
of the Equity Shares is ₹2 each.
Bidders will be required to confirm and will be deemed to have represented to our Company, each of the Selling
Shareholders, the Underwriters, their respective directors, officers, designated partners, partners, trustees,
associates, agents, affiliates and representatives that they are eligible under applicable law, rules, regulations,
guidelines and approvals to acquire the Equity Shares.
The Bids by FPIs with certain structures as described under “Offer Procedure – Bids by Foreign Portfolio
Investors” on page 527 and having same PAN will be collated and identified as a single Bid in the Bidding
process. The Equity Shares of face value of ₹2 each Allocated and Allotted to such successful Bidders (with same
PAN) will be proportionately distributed.
519Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in the Non-Institutional
Portion or the Retail Category would be allowed to be met with spill-over from other categories or a combination
of categories at the discretion of our Company and Selling Shareholders in consultation with the BRLMs and the
Designated Stock Exchange, on a proportionate basis.
However, under-subscription, if any, in the QIB Category will not be allowed to be met with spill-over from other
categories or a combination of categories. For further details, see “Terms of the Offer” on page 510.
520OFFER PROCEDURE
All Bidders should read the general information document for investing in the Offer prepared and issued in
accordance with the circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated March 17, 2020 issued by the SEBI
and the UPI Circulars (the “General Information Document”), which highlights the key rules, processes and
procedures applicable to public issues in general in accordance with the provisions of the Companies Act, 2013,
the SCRA, the SCRR and the SEBI ICDR Regulations which is part of the Abridged Prospectus accompanying the
Bid cum Application Form. The General Information Document is available on the websites of the Stock
Exchanges and the BRLMs. Please refer to the relevant provisions of the General Information Document which
are applicable to the Offer. For details of filing of the Draft Red Herring Prospectus, the Red Herring Prospectus
and this Prospectus, see “General Information – Filing of this Prospectus” on page 86.
Additionally, all Bidders may refer to the General Information Document for information in relation to (i)
category of investors eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price discovery
and allocation; (iv) payment instructions for ASBA Bidders; (v) issuance of Confirmation of Allocation Note
(“CAN”) and Allotment in the Offer; (vi) general instructions (limited to instructions for completing the Bid cum
Application Form); (vii) designated date; (viii) disposal of applications and electronic registration of bids; (ix)
submission of Bid cum Application Form; (x) other instructions (limited to joint bids in cases of individual,
multiple bids and instances when an application would be rejected on technical grounds); (xi) applicable
provisions of Companies Act 2013 relating to punishment for fictitious applications; (xii) mode of making refunds;
and (xiii) interest in case of delay in Allotment or refund.
SEBI through the UPI Circulars has introduced an alternate payment mechanism using Unified Payments
Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. UPI has been introduced
in a phased manner as a payment mechanism in addition to ASBA for applications by Retail Individual Investors
through intermediaries from January 1, 2019. The UPI Mechanism for Retail Individual Investors applying
through Designated Intermediaries, in phase I, was effective along with the prior process and timeline of T+6
days (“UPI Phase I”), until June 30, 2019. Subsequently, for applications by Retail Individual Investors through
Designated Intermediaries, the process of physical movement of forms from Designated Intermediaries to SCSBs
for blocking of funds was discontinued and RIIs submitting their ASBA Forms through Designated Intermediaries
(other than SCSBs) were allowed to only use UPI Mechanism with a timeline of T+6 days pursuant to SEBI ICDR
Master Circular (“UPI Phase II”). Furthermore, pursuant to SEBI ICDR Master Circular all individual bidders
in initial public offerings whose Bid sizes are up to ₹500,000 shall use the UPI Mechanism for submitting their
Bids. Thereafter, pursuant to SEBI ICDR Master Circular, the final reduced timeline of T+3 days (“UPI Phase
III”), using the UPI Mechanism for applications by UPI Bidders was voluntary for public issues opening on or
after September 1, 2023, and mandatory for public issues opening on or after December 1, 2023. (“T+3
Circular”). Accordingly, the Offer has been undertaken pursuant to the processes and procedures under UPI
Phase III on mandatory basis, subject to any circulars, clarification or notification issued by the SEBI pursuant
to the T+3 Notification. Further, pursuant to SEBI master circular bearing reference no.
SEBI/HO/MIRSD/MIRSDPoD/P/CIR/2025/91dated June 23, 2025 (“SEBI RTA Master Circular”) and SEBI
ICDR Master Circular, has introduced certain additional measures for streamlining the process of initial public
offers and redressing investor grievances. The provisions of these circulars are deemed to form part of this
Prospectus. Additionally, pursuant to SEBI ICDR Master Circular, applications made using the ASBA facility in
initial public offerings shall be processed only after application monies are blocked in the bank accounts of
investors (all categories).
The BRLMs shall be the nodal entity for any issues arising out of the public issuance process. In terms of
Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in SEBI
RTA Master Circular shall continue to form part of the agreements being signed between the intermediaries
involved in the public issuance process and the BRLMs shall continue to coordinate with intermediaries involved
in the said process.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Bid/ Offer Closing Date in accordance with the SEBI ICDR
Master Circular, the Bidder shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the
Bid Amount, whichever is higher, for the entire duration of delay exceeding two Working Days from the Bid/ Offer
Closing Date by the intermediary responsible for causing such delay in unblocking. The BRLMs shall, in their
sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in
unblocking. Further, SEBI ICDR Master Circular, has reduced the timelines for refund of Application money to
four days. The BRLMs shall be the nodal entity for any issues arising out of the public issuance process.
521Bidders are advised to make their independent investigations and ensure that their Bids are submitted in
accordance with Applicable Laws and does not exceed the investment limits or maximum number of the Equity
Shares that can be held by them under applicable law or as specified in the Draft red Herring Prospectus, the
Red Herring Prospectus and this Prospectus. Further, our Company, the Selling Shareholders and the Syndicate
are not liable for any adverse occurrences consequent to the implementation of the UPI Mechanism for
application in this Offer.”
Book Building Process
The Offer was made in terms of Rule 19(2)(b) of the SCRR, through the Book Building Process in compliance
with Regulation 6(2) of the SEBI ICDR Regulations, wherein not less than 75% of the Offer was available for
allocation to QIBs on a proportionate basis, provided that our Company in consultation with the BRLMs, allocated
60% of the QIB Category to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR
Regulations, of which 33.33% of the Anchor Investor Portion was reserved for domestic Mutual Funds and 6.67%
of the Anchor Investment Portion was reserved for life insurance companies and pension funds, subject to valid
Bids being received from them at or above the Anchor Investor Allocation Price. Further, 5% of the Net QIB
Category was available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net
QIB Category was made available for allocation on a proportionate basis to all QIBs, including Mutual Funds,
subject to valid Bids being received at or above the Offer Price. Further, not more than 15% of the Offer was made
available for allocation to Non-Institutional Investors of which one-third of the Non-Institutional Category will
be available for allocation to Bidders with an application size of more than ₹200,000 and up to ₹1,000,000 and
two-thirds of the Non-Institutional Category was made available for allocation to Bidders with an application size
of more than ₹1,000,000 and under-subscription in either of these two sub-categories of Non-Institutional
Category could be allocated to Bidders in the other sub-category of Non-Institutional Category. The allocation to
each Non-Institutional Investor was not be less than the minimum application size, subject to availability of Equity
Shares in the Non-Institutional Category and the remaining available Equity Shares, if any, shall be allocated on
a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of the SEBI ICDR
Regulations. Further, not more than 10% of the Offer was made available for allocation to Retail Individual
Investors in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the
Offer Price.
Under-subscription, if any, in any category, except the QIB Category, would be allowed to be met with spill-over
from any other category or categories, as applicable, at the discretion of our Company and its Selling Shareholders
in consultation with the BRLMs and the Designated Stock Exchange, subject to receipt of valid Bids received at
or above the Offer Price. Under-subscription, if any, in the Net QIB Category, will not be allowed to be met with
spill-over from any other category or a combination of categories.
On Allotment, the Equity Shares, shall be traded only in the dematerialized segment of the Stock Exchanges.
Bidders should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialized
form. The Bid cum Application Forms which do not have the details of the Bidders’ depository account,
including DP ID, Client ID and PAN, and UPI ID (for UPI Bidders Bidding through the UPI Mechanism)
shall be treated as incomplete and will be rejected. Bidders will not have the option of being Allotted Equity
Shares in physical form. However, they may get the Equity Shares rematerialized subsequent to Allotment
of the Equity Shares in the Offer, subject to applicable laws.
Investors must ensure that their PAN is linked with Aadhaar and are in compliance with the notification
dated February 13, 2020 issued by the Central Board of Direct Taxes and the press release dated June 25,
2021, September 17, 2021 and March 28, 2023 and any subsequent press releases in this regard.
Phased implementation of Unified Payments Interface
SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of, inter alia, equity
shares. Pursuant to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment
mechanism (in addition to mechanism of blocking funds in the account maintained with SCSBs under ASBA) for
applications by UPI Bidders through Designated Intermediaries with the objective to reduce the time duration
from public Offer closure to listing from six Working Days to up to three Working Days. Considering the time
required for making necessary changes to the systems and to ensure complete and smooth transition to the UPI
payment mechanism, the UPI Circulars have introduced the UPI Mechanism in three phases in the following
manner:
522Phase I: This phase was applicable from January 1, 2019, until March 31, 2019, or floating of five main board
public issues, whichever was later. Subsequently, the timeline for implementation of Phase I was extended till
June 30, 2019. Under this phase, an RII had the option to submit the ASBA Form with any of the Designated
Intermediary and use his/ her UPI ID for the purpose of blocking of funds. The time duration from public Offer
closure to listing continued to be six Working Days.
Phase II: This phase has become applicable from July 1, 2019and was to initially continue for a period of three
months or floating of five main board public issues, whichever is later. SEBI vide its circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 has decided to extend the timeline for
implementation of UPI Phase II until March 31, 2020. Subsequently, SEBI vide its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 extended the timeline for implementation of UPI
Phase II till further notice. Under this phase, submission of the ASBA Form by RIIs through Designated
Intermediaries (other than SCSBs) to SCSBs for blocking of funds was discontinued and replaced by the UPI
Mechanism. However, the time duration from public issue closure to listing continued to be six Working Days
during this phase.
Phase III: This phase was applicable on a voluntary basis for all issues opening on or after September 1, 2023
and has become on a mandatory basis for all issues opening on or after December 1, 2023, vide SEBI circular
bearing number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 (“T+3 Notification”). In this phase,
the time duration from public Offer closure to listing has been reduced to three Working Days. The Offer shall be
undertaken pursuant to the processes and procedures as notified in the T+3 Notification as applicable, subject to
any circulars, clarification or notification issued by SEBI from time to time, including any circular, clarification
or notification which may be issued by SEBI.
For further details, refer to the General Information Document available on the websites of the Stock Exchanges
and the BRLMs.
Pursuant to the SEBI Master Circular issued by SEBI, (the “UPI Streamlining Circular”), SEBI has set out
specific requirements for redressal of investor grievances for applications that have been made through the UPI
Mechanism. The requirements of the UPI Streaming Circular include, appointment of a nodal officer by the SCSB
and submission of their details to SEBI, the requirement for SCSBs to send SMS alerts for the blocking and
unblocking of UPI mandates, the requirement for the Registrar to submit details of cancelled, withdrawn or deleted
applications, and the requirement for the bank accounts of unsuccessful Bidders to be unblocked no later than one
day from the date on which the Basis of Allotment is finalised. Failure to unblock the accounts within the timeline
would result in the SCSBs being penalised under the relevant securities law. Additionally, if there is any delay in
the redressal of investors’ complaints, the relevant SCSB as well as the post–Offer BRLM will be required to
compensate the concerned investor
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the
remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI ICDR
Master Circular.
All SCSBs offering facility of making application in public issues shall also provide facility to make application
using UPI.
The Offer is being made under Phase III of the UPI (on a mandatory basis).
Further, pursuant to SEBI ICDR Master Circular, all individual investors applying in public issues where the
application amount is up to ₹500,000 shall use UPI and shall also provide their UPI ID in the Bid cum Application
Form submitted with any of the entities mentioned herein below:
3. a syndicate member;
4. a stock broker registered with a recognised stock exchange (and whose name is mentioned on the website
of the stock exchange as eligible for this activity);
5. a depository participant (whose name is mentioned on the website of the stock exchange as eligible for
this activity);
6. a registrar to an issue and share transfer agent (whose name is mentioned on the website of the stock
exchange as eligible for this activity).
523For further details, refer to the General Information Document available on the websites of the Stock Exchanges
and the BRLMs.
Bid cum Application Form
Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus were
available with the Designated Intermediaries at relevant Bidding Centres and at our Registered Office. An
electronic copy of the Bid cum Application Forms will also be available for download on the websites of NSE
(www.nseindia.com) and the BSE (www.bseindia.com) at least one day prior to the Bid/Offer Opening Date.
For Anchor Investors, the Bid cum Application Forms will be available at the offices of the BRLMs.
All Bidders (other than Anchor Investors) were required to compulsorily use the ASBA process to participate in
the Offer. Anchor Investors are not permitted to participate in this Offer through the ASBA process. The UPI
Bidders can additionally Bid through the UPI Mechanism
Bidders (other than Anchor Investors and UPI Bidders) were required to provide bank account details and
authorisation by the ASBA account holder to block funds in their respective ASBA Accounts or the UPI ID (in
case of UPI Bidders), as applicable in the relevant space provided in the ASBA Form and the ASBA Form that
does not contain such detail are liable to be rejected. Applications made by the UPI Bidders using third party bank
account or using third party linked bank account UPI ID are liable for rejection.
UPI Bidders must provide the UPI ID in the relevant space provided in the ASBA Form. ASBA Forms for such
UPI Bidders, that do not contain the UPI ID were liable to be rejected. UPI Bidders may also apply through the
SCSBs and mobile applications using the UPI handles as provided on the website of SEBI.
Further, ASBA Bidders were required to ensure that the Bids are submitted at the Bidding Centres only on ASBA
Forms bearing the stamp of a Designated Intermediary (except in case of electronic Bid cum Application Forms)
and ASBA Forms not bearing such specified stamp maybe liable for rejection. UPI Bidders were required to
submit their ASBA Forms with the Syndicate, Sub-Syndicate members, Registered Brokers, RTAs or CDPs. UPI
Bidders authorizing an SCSB to block the Bid Amount in the ASBA Account could submit their ASBA Forms
with the SCSBs. Bidders, using the ASBA process to participate in the Offer, were required ensure that the ASBA
Account has sufficient credit balance such that an amount equivalent to the full Bid Amount could be blocked
therein at the time of submitting the Bid. In order to ensure timely information to investors, SCSBs are required
to send SMS alerts to investors intimating them about Bid Amounts blocked/unblocked.
Since the Offer is made under Phase III (on a mandatory basis), ASBA Bidders may submit the ASBA Form in
the manner below:
iv. RIIs (other than the RIIs using UPI Mechanism) could submit their ASBA Forms with SCSBs (physically
or online, as applicable), or online using the facility of linked online trading, demat and bank account (3
in 1 type accounts), provided by certain brokers
v. UPI Bidders using the UPI Mechanism, could submit their ASBA Forms with the Syndicate, Sub-
Syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online
trading, demat and bank account (3 in 1 type accounts), provided by certain brokers.
vi. QIBs and NIBs not using the UPI Mechanism could submit their ASBA Forms with SCSBs, Syndicate,
Sub-Syndicate members, Registered Brokers, RTAs or CDPs.
vii. ASBA Bidders were also required to ensure that the ASBA Account has sufficient credit balance as an
amount equivalent to the full Bid Amount which can be blocked by the SCSB or the Sponsor Bank(s),
as applicable, at the time of submitting the Bid. In order to ensure timely information to investors, SCSBs
were required to send SMS alerts to investors intimating them about Bid Amounts blocked / unblocked.
For all initial public offerings opening on or after September 1, 2022, as specified by SEBI, pursuant to SEBI
Master ICDR Circular, the ASBA applications in public issues were processed only after the application monies
are blocked in the investor’s bank accounts. Stock Exchanges accepted the ASBA applications in their electronic
book building platform only with a mandatory confirmation on the application monies blocked. This circular was
applicable for all ASBA Bidders and also for all modes through which the applications were processed.
524The prescribed colours of the Bid cum Application Forms for various categories is as follows:
Colour of Bid cum
Category
Application Form(1)
Resident Indians including resident QIBs, Non-Institutional Investors, Retail Individual White
Investors and Eligible NRIs applying on a non-repatriation basis(2)
Non-Residents including FPIs, Eligible NRIs applying on a repatriation basis, FVCIs and Blue
registered bilateral and multilateral institutions(2)
Anchor Investors(3) White
(1) Excluding electronic Bid cum Application Forms
(2) Electronic Bid cum Application forms will also be available for download on the website of NSE (www.nseindia.com) and the BSE
(www.bseindia.com)
(3) Bid cum Application Forms for Anchor Investors will be made available at the office of the BRLMs
Designated Intermediaries (other than SCSBs) were required to submit/deliver the Bid cum Application Forms
(except ASBA Forms submitted by UPI Bidders) to the respective SCSB, where the Bidder has a bank account
and were required to not submit it to any non-SCSB bank or any Escrow Collection Bank. For UPI Bidders, the
Stock Exchanges were required to share the Bid details (including UPI ID) with the Sponsor Bank(s) on a
continuous basis to enable the Sponsor Bank(s) to initiate a UPI Mandate Request to such UPI Bidders for
blocking of funds. Designated Intermediaries (other than SCSBs) were required to not accept any ASBA Form
from a UPI Bidder who is not Bidding using the UPI Mechanism.
Stock Exchanges were required to validate the electronic bids with the records of the depository for DP ID/Client
ID and PAN, on a real time basis through API integration and bring inconsistencies to the notice of the relevant
Designated Intermediaries, for rectification and re-submission within the time specified by Stock Exchanges.
Stock Exchanges shall allow modification of either DP ID/Client ID or PAN ID (but not both), bank code and
location code in the Bid details already uploaded. For UPI Bidders, the Stock Exchanges were required to share
the Bid details (including UPI ID) with the Sponsor Bank(s) on a continuous basis through API integration to
enable the Sponsor Bank(s) to initiate UPI Mandate Request to UPI Bidders for blocking of funds. The Sponsor
Bank(s) were required to initiate request for blocking of funds through NPCI to UPI Bidders, who shall accept the
UPI Mandate Request for blocking of funds on their respective mobile applications associated with UPI ID linked
bank account. The Sponsor Bank(s) were required to undertake a reconciliation of Bid responses received from
Stock Exchanges and sent to NPCI and were required to also ensure that all the responses received from NPCI are
sent to the Stock Exchanges platform with detailed error code and description, if any. Further, the Sponsor Bank(s)
were required to undertake reconciliation of all Bid requests and responses throughout their lifecycle on daily
basis and share reports with BRLMs the in the format and within the timelines as specified under the UPI Circulars.
Sponsor Bank(s) and issuer banks shall download UPI settlement files and raw data files from the NPCI portal
after every settlement cycle and do a three-way reconciliation with Banks UPI switch data, CBS data and UPI raw
data.
For all pending UPI Mandate Requests, the Sponsor Bank(s) were required to initiate requests for blocking of
funds in the ASBA Accounts of relevant Bidders with a confirmation cut-off time of 05:00 p.m. on the Bid/Offer
Closing Date (“Cut-Off Time”). Accordingly, UPI Bidders Bidding using through the UPI Mechanism should
accept UPI Mandate Requests for blocking off funds prior to the Cut-Off Time and all pending UPI Mandate
Requests at the Cut-Off Time shall lapse.
Pursuant to NSE circular dated August 3, 2022 with reference no. 25/2022, the following is applicable to all initial
public offers opening on or after September 1, 2022: a) Cut-off time for acceptance of UPI mandate shall be up
to 5:00 p.m. on the initial public offer closure date and existing process of UPI bid entry by syndicate members,
registrars to the offer and Depository Participants shall continue till further notice; b) There shall be no T+1
mismatch modification session for PAN-DP mismatch and bank/ location code on T+1 day for already uploaded
bids. The dedicated window provided for mismatch modification on T+1 day shall be discontinued; c) Bid entry
and modification/ cancellation (if any) shall be allowed in parallel to the regular bidding period up to 4.00 p.m.
4:00 p.m. for QIBs and Non-Institutional Investors categories and up to 5.00 p.m. for Retail Individual and Eligible
Shareholders Bidders categories on the initial public offer closure day; d) QIBs and Non-Institutional Investors
can neither revise their bids downwards nor cancel/withdraw their bids; e) The Stock Exchanges shall display
Offer demand details on its website and for UPI bids the demand shall include/consider UPI bids only with latest
status as request accepted by Investor/ client, based on responses/status received from the Sponsor Bank(s).
525Electronic registration of Bids
(a) The Designated Intermediaries could register the Bids using the online facilities of the Stock Exchanges.
The Designated Intermediaries could also set up facilities for offline electronic registration of Bids,
subject to the condition that they could subsequently upload the offline data file into the online facilities
for Book Building on a regular basis before the closure of the Offer.
(b) On the Bid/Offer Closing Date, the Designated Intermediaries could upload the Bids till such time as
may be permitted by the Stock Exchanges and as disclosed in this Prospectus.
(c) Only Bids that are uploaded on the Stock Exchanges Platform were considered for allocation/Allotment.
The Designated Intermediaries were given till 1:00 pm on the next Working Day following the Bid/Offer
Closing Date to modify select fields uploaded in the Stock Exchange Platform during the Bid/Offer
Period after which the Stock Exchange(s) send the bid information to the Registrar to the Offer for further
processing.
(d) QIBs and Non-Institutional Investors could neither revise their bids downwards nor cancel/withdraw
their bids.
Participation by Book Running Lead Managers, associates and affiliates of the Book Running Lead
Managers and the Members of the Syndicate and the persons related to Book Running Lead Managers and
the Members of the Syndicate
The BRLMs and the Members of the Syndicate were allowed to purchase the Equity Shares in any manner, except
towards fulfilling their respective underwriting obligations. However, the respective associates and affiliates of
the BRLMs and the Members of the Syndicate could purchase Equity Shares in the Offer, either in the QIB
Category or in the Non-Institutional Category as may be applicable to such Bidders, and such subscription may
be on their own account or on behalf of their clients. All categories of investors, including respective associates
or affiliates of the BRLMs and the Members of the Syndicate, were treated equally for the purpose of allocation
to be made on a proportionate basis.
The BRLMs and any associates of the BRLMs (except for Mutual Funds sponsored by entities which are
associates of the BRLMs or insurance companies promoted by entities which are associates of the BRLMs or
AIFs which are sponsored by entities that are associates of the BRLMs or FPIs (other than individuals, corporate
bodies and family offices) which are associates of the BRLMs or pension funds registered with the Pension Fund
Regulatory and Development Authority established under sub-section (1) of section 3 of the Pension Fund
Regulatory and Development Authority Act, 2013 sponsored by entities which are associate of the BRLMs) shall
not apply in the Offer under the Anchor Investor Portion. For details, see “- Bids by Anchor Investors” on page
530. An Anchor Investor shall be deemed to be an associate of the BRLMs, if: (a) either of them controls, directly
or indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other; or (b)
either of them, directly or indirectly, by itself or in combination with other persons, exercises control over the
other; or (c) there is a common director, excluding a nominee director, amongst the Anchor Investor and the
BRLMs.
Bids by Mutual Funds
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate were required to be
lodged with the Bid cum Application Form. Failing this, our Company and Selling Shareholders in consultation
with the BRLMs, reserved the right to reject any Bid without assigning any reason thereof. Bids made by asset
management companies or custodians of Mutual Funds shall specifically state names of the concerned schemes
for which such Bids are made.
In case of a Mutual Fund, a separate Bid could be made in respect of each scheme of a Mutual Fund registered
with the SEBI and such Bids in respect of more than one scheme of a Mutual Fund were not treated as multiple
Bids, provided that such Bids clearly indicate the scheme for which the Bid was submitted.
No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity related
instruments of any single company provided that the limit of 10% shall not be applicable for investments in case
of index funds or sector or industry specific scheme. No Mutual Fund under all its schemes should own more than
10% of any company’s paid-up share capital carrying voting rights.
526Bids by Eligible Non-Resident Indians (NRIs)
Eligible NRIs could obtain copies of ASBA Form from the offices of the Designated Intermediaries. Only Bids
accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for
Allotment. Eligible NRIs applying on a repatriation basis by using the Non-Resident Forms were required to
authorise their SCSBs (if they are Bidding directly through the SCSB) or confirm or accept the UPI Mandate
Request (in case of UPI Bidders) to block their Non-Resident External (“NRE”) accounts, or Foreign Currency
Non-Resident (“FCNR”) accounts, and Eligible NRIs Bidding on a non-repatriation basis were required to
authorise their SCSBs or confirm or accept the UPI Mandate Request (in case of UPI Bidders) to block their Non-
Resident Ordinary (“NRO”) accounts for the full Bid amount, at the time of submission of the ASBA Form.
Eligible NRIs applying on a non- repatriation basis in the Offer through the UPI Mechanism were advised to
enquire with the relevant bank, whether their account is UPI linked, prior to submitting a ASBA Form.
In accordance with the FEMA rules, the total holding by any individual NRI, on a repatriation basis, were required
to not exceed 5% of the total paid-up equity capital on a fully diluted basis or not exceed 5% of the paid-up value
of each series of debentures or preference shares or share warrants issued by an Indian company and the total
holdings of all NRIs and OCIs put together shall not exceed 10% of the total paid-up equity capital on a fully
diluted basis or shall not exceed 10% of the paid-up value of each series of debentures or preference shares or
share warrant. Provided that the aggregate ceiling of 10% may be raised to 24% if a special resolution to that
effect is passed by the general body of the Indian company.
Eligible NRIs were permitted to apply in the Offer through Channel I or Channel II (as specified in the UPI
Circulars). Further, subject to applicable law, NRIs could use Channel IV (as specified in the UPI Circulars) to
apply in the Offer, provided the UPI facility was enabled for their NRE/ NRO accounts
Eligible NRIs Bidding on a repatriation basis were advised to use the Bid cum Application Form meant for Non-
Residents (white in colour).
Participation of Eligible NRI(s) in the Offer were subjected to the FEMA Rules.
Eligible NRIs Bidding on non-repatriation basis were advised to use the Bid cum Application Form for residents
(white in colour).
For details of restrictions on investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities”
on page 541.
Bids by Hindu Undivided Family
Bids by Hindu Undivided Families or HUFs, should be made in the individual name of the Karta. The Bidder was
required to specify that the Bid is being made in the name of the HUF in the Bid cum Application
Form/Application Form as follows: “Name of sole or first Bidder: XYZ Hindu Undivided Family applying
through XYZ, where XYZ is the name of the Karta”. Bids/Applications by HUFs were considered at par with
Bids/Applications from individuals.
Bids by Foreign Portfolio Investors
In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI
Regulations was required to be attached to the Bid cum Application Form, failing which our Company and its
Selling Shareholders in consultation with the BRLMs, reserved the right to reject any Bid without assigning any
reason. FPIs who wished to participate in the Offer were advised to use the Bid cum Application Form for Non-
Residents (blue in colour).
In terms of the FEMA Rules and Securities and Exchange Board of India (Foreign Portfolio Investor) Regulations
2019 (“SEBI FPI Regulations”), investments by FPIs in the Equity Shares each is subject to certain limits, i.e.,
the individual holding of an FPI (including its investor group (which means multiple entities registered as foreign
portfolio investors and directly or indirectly, having common ownership of more than 50% or common control))
shall be below 10% of our post-Offer Equity Share capital on a fully diluted basis. Further, in terms of the FEMA
Rules, the total holding by each FPI, of an investor group, shall be below 10% of the total paid-up equity share
capital of our Company on a fully diluted basis and the aggregate limit for FPI investments shall be the sectoral
caps applicable to our Company, which is 100% of the total paid-up equity share capital of our Company. In case
the total holding of an FPI or investor group increases beyond 10% of the total paid-up Equity Share capital of
our Company, on a fully diluted basis, the total investment made by the FPI or investor group will be re-classified
527as FDI subject to the conditions as specified by SEBI and the RBI in this regard and our Company and the investor
will be required to comply with applicable reporting requirements. Further, the total holdings of all FPIs put
together, with effect from April 1, 2020, can be up to the sectoral cap applicable to the sector in which our
Company operates (i.e., up to 100%). In terms of the FEMA Rules, for calculating the aggregate holding of FPIs
in a company, holding of all registered FPIs shall be included. Bids by FPIs which utilize the multi-investment
manager structure, submitted with the same PAN but with different beneficiary account numbers, Client IDs and
DP IDs may not be treated as multiple Bids. FPIs are permitted to participate in the Issue subject to compliance
with conditions and restrictions which may be specified by the Government from time to time. In terms of the
FEMA Rules, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be
included.
To ensure compliance with the above requirement, SEBI, pursuant to SEBI ICDR Master Circular and SEBI RTA
Master Circular 2025, has directed that at the time of finalisation of the Basis of Allotment, the Registrar shall (i)
use the PAN issued by the Income Tax Department of India for checking compliance for a single FPI; and (ii)
obtain validation from Depositories for the FPIs who have invested in the Offer to ensure there is no breach of the
investment limit, within the timelines for Offer procedure, as prescribed by SEBI from time to time.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 21 of the SEBI FPI Regulations, an FPI is permitted to issue, subscribe to, or otherwise deal in offshore
derivative instruments, directly or indirectly, only if it complies with the following conditions:
(a) such offshore derivative instruments were issued only by persons registered as category I FPIs;
(b) such offshore derivative instruments were issued only to persons eligible for registration as category I
FPIs;
(c) such offshore derivative instruments were issued after compliance with the ‘know your client’ norms as
specified by SEBI; and
(d) such other conditions as may be specified by SEBI from time to time.
An FPI was required to ensure that any transfer of an offshore derivative instruments issued by or on behalf of it,
was
subject to (a) the transfer being made to persons which fulfil the criteria provided under Regulation 21(1) of the
SEBI FPI Regulations (as mentioned above from points (a) to (d)) and (b) prior consent of the FPI is obtained for
such transfer, except in cases, where the persons to whom the offshore derivative instruments are to be transferred,
are pre-approved by the FPI.
Participation of FPIs in the Offer shall be subject to the FEMA Rules.
Further, Bids received from FPIs bearing the same were required to treated as multiple Bids and were liable to be
rejected, except for Bids from FPIs that utilize the multiple investment manager structure in accordance with the
Operational Guidelines for Foreign Portfolio Investors and Designated Depository Participants which were issued
in November 2019 to facilitate implementation of SEBI FPI Regulations (such structure “MIM Structure”)
provided such Bids had been made with different beneficiary account numbers, Client IDs and DP IDs.
Accordingly, it should be noted that multiple Bids received from FPIs, who do not utilize the MIM Structure, and
bear the same PAN, are liable to be rejected. In order to ensure valid Bids, FPIs making multiple Bids using the
same PAN, and with different beneficiary account numbers, Client IDs and DP IDs, are required to provide a
confirmation along with each of their Bid cum Application Forms that the relevant FPIs making multiple Bids
utilize the MIM Structure and indicate the names of their respective investment managers in such confirmation.
In the absence of such confirmation from the relevant FPIs, such multiple Bids shall be rejected. Further, in the
following cases, Bids by FPIs shall not be treated as multiple Bids: (i) FPIs which utilise the MIM Structure,
indicating the name of their respective investment managers in such confirmation; (ii) offshore derivative
instruments (“ODI”) which have obtained separate FPI registration for ODI and proprietary derivative
investments; (iii) sub funds or separate class of investors with segregated portfolio who obtain separate FPI
registration; (iv) FPI registrations granted at investment strategy level/sub fund level where a collective investment
scheme or fund has multiple investment strategies/sub-funds with identifiable differences and managed by a single
investment manager; (v) multiple branches in different jurisdictions of foreign bank registered as FPIs; (vi)
528Government and Government related investors registered as category I FPIs; and (vii) Entities registered as
collective investment scheme having multiple share classes.
Bids by SEBI registered Alternative Investment Funds, Venture Capital Funds and Foreign Venture
Capital Investors
The Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as amended (the
“SEBI AIF Regulations”) prescribe, amongst others, the investment restrictions on AIFs. Post the repeal of the
Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996, the venture capital funds
which have not re-registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the
Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996 until the existing fund or
scheme managed by the fund is wound up and such fund shall not launch any new scheme after the notification
of the SEBI AIF Regulations. The Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000, as amended prescribe the investment restrictions on FVCIs.
The category I and II AIFs cannot invest more than 25% of their investible funds in one investee company. A
category III AIF cannot invest more than 10% of its investible funds in one investee company. A VCF registered
as a category I AIF, cannot invest more than one-third of its investible funds, in the aggregate, in certain specified
instruments, including by way of subscription to an initial public offering of a venture capital undertaking. An
FVCI can invest only up to 33.33% of its investible funds, in the aggregate, in certain specified instruments, which
includes subscription to an initial public offering of a venture capital undertaking or an investee company (as
defined under the SEBI AIF Regulations).
There is no reservation for Eligible NRI Bidders, AIFs, FPIs and FVCIs. All Bidders will be treated on the same
basis with other categories for the purpose of allocation.
All Non-Resident investors should note that refunds (in case of Anchor Investors), dividends and other
distributions, if any, shall be payable in Indian Rupees only and net of bank charges and commission.
Further, the shareholding of VCFs, Category I AIFs or Category II AIFs and FVCIs holding equity shares of a
company prior to an initial public offering being undertaken by such company, shall be exempt from lock-in
requirements, provided that such equity shares shall be locked in for a period of at least six months from the date
of purchase by the venture capital fund or alternative investment fund or foreign venture capital investor
Our Company and the Book running Lead Managers will not be responsible for loss, if any, incurred by the Bidder
on account of conversion of foreign currency.
Participation of AIFs, VCFs and FVCIs shall be subject to the FEMA Rules.
Bids by limited liability partnerships
In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008,
a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, were
required to be attached to the Bid cum Application Form. Failing this, our Company and its Selling Shareholders
in consultation with the BRLMs, reserved the right to reject any Bid without assigning any reason thereof.
Bids by banking companies
In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of
registration issued by RBI, and (ii) the approval of such banking company’s investment committee were required
to be attached to the Bid cum Application Form, failing which our Company and its Selling Shareholders in
consultation with the BRLMs, reserved the right to reject any Bid without assigning any reason therefor, subject
to applicable law.
The investment limit for banking companies in non-financial services companies as per the Banking Regulation
Act, 1949, as amended (the “Banking Regulation Act”), and Master Direction – Reserve Bank of India (Financial
Services provided by Banks) Directions, 2016, as amended, is 10% of the paid-up share capital of the investee
company or 10% of the bank’s own paid-up share capital and reserves, whichever is lower. Further, the aggregate
equity investments in subsidiaries and other entities engaged in financial and non-financial services, including
overseas investments, cannot exceed 20% of the bank’s paid-up share capital and reserves. However, a banking
company may hold up to 30% of the paid-up share capital of the investee company with the prior approval of the
RBI, provided that the investee company is engaged in non-financial activities in which banking companies are
529permitted to engage under the Banking Regulation Act or the additional acquisition is through restructuring of
debt, or to protect the bank’s interest on loans/investments made to a company.
Bids by Self Certified Syndicate Banks
SCSBs participating in the Offer were required to comply with the terms of the circular (CIR/CFD/DIL/12/2012)
dated September 13, 2012 and circular (CIR/CFD/DIL/1/2013) dated January 2, 2013 issued by SEBI. Such
SCSBs were required to ensure that for making applications on their own account using ASBA, they should have
a separate account in their own name with any other SEBI registered SCSBs. Further, such account were required
to beused solely for the purpose of making application in public issues and clear demarcated funds were available
in such account for such Bids.
Bids by insurance companies
In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of
registration issued by IRDAI were required to be attached to the Bid cum Application Form. Failing this, our
Company and its Selling Shareholders in consultation with the BRLMs, reserve the right to reject any Bid without
assigning any reason thereof. The exposure norms for insurers are prescribed under Regulation 9 of the Insurance
Regulatory and Development Authority of India (Investment) Regulations, 2016 (“IRDA Investment
Regulations”), and are based on investments in the equity shares of a company, the entire group of the investee
company and the industry sector in which the investee company operates. Bidders are advised to refer to the IRDA
Investment Regulations for specific investment limits applicable to them and shall comply with all applicable
regulations, guidelines and circulars issued by IRDAI from time to time.
Bids by Systemically Important Non-Banking Financial Companies
In case of Bids made by NBFC-SI, 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), must be attached to the Bid cum Application Form. Failing this, our Company and its Selling
Shareholders in consultation with the BRLMs, reserve the right to reject any Bid, without assigning any reason
thereof. NBFC-SI participating in the Offer shall comply with all applicable regulations, guidelines and circulars
issued by RBI from time to time.
The investment limit for NBFC-SI shall be as prescribed by RBI from time to time.
Bids under Power of Attorney
In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies,
Eligible FPIs, AIFs, Mutual Funds, insurance companies, NBFC-SI, insurance funds set up by the army, navy or
air force of India, insurance funds set up by the Department of Posts, India or the National Investment Fund and
provident funds with a minimum corpus of ₹250 million (subject to applicable laws) and pension funds with a
minimum corpus of ₹250 million registered with the Pension Fund Regulatory and Development Authority, 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 Bid cum Application Form. Failing this, our Company and its Selling Shareholders in consultation with
the BRLMs, reserve the right to accept or reject any Bid in whole or in part, in either case, without assigning any
reason thereof.
Our Company and its Selling Shareholders in consultation with the BRLMs, in their absolute discretion, reserve
the right to relax the above condition of simultaneous lodging of the power of attorney along with the Bid cum
Application Form, subject to such terms and conditions that our Company and its Selling Shareholders in
consultation with the BRLMs, may deem fit.
Bids by Limited Liability Partnerships
In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008,
a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be
attached to the Bid cum Application Form. Failing this, our Company and its Selling Shareholders in consultation
with the BRLMs, reserve the right to reject any Bid without assigning any reason thereof.
530Bids by Anchor Investors
In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section
the key terms for participation by Anchor Investors are provided below:
iii. Anchor Investor Application Forms were made available for the Anchor Investor Portion at the offices of
the BRLMs.
iv. The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹100.00
million. A Bid cannot be submitted for over 40% of the QIB Portion. In case of a Mutual Fund, separate bids
by individual schemes of a Mutual Fund were aggregated to determine the minimum application size of
₹100.00 million.
v. 33.33% of the Anchor Investor Portion were required to reserved for domestic Mutual Funds and 6.67% of
the Anchor Investment Portion shall be reserved for life insurance companies and pension funds..
vi. Bidding for Anchor Investors was open one Working Day before the Bid/Offer Opening Date and completed
on the same day.
vii. Our Company in consultation with the BRLMs, finalised allocation to the Anchor Investors on a
discretionary basis, provided that the minimum number of Allottees in the Anchor Investor Portion will not
be less than: maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up
to ₹ 100.00 million; minimum of two and maximum of 15 Anchor Investors, where the allocation under the
Anchor Investor Portion is more than ₹ 100.00 million but up to ₹ 2,500.00 million, subject to a minimum
Allotment of ₹ 50.00 million per Anchor Investor; and in case of allocation above ₹ 2,500.00 million under
the Anchor Investor Portion, a minimum of five such investors and a maximum of 15 Anchor Investors for
allocation up to ₹ 2,500.00 million, and an additional 10 Anchor Investors for every additional ₹ 2,500.00
million, subject to minimum Allotment of ₹ 50.00 million per Anchor Investor.
viii. Allocation to Anchor Investors was completed on the Anchor Investor Bidding Date. The number of Equity
Shares allocated to Anchor Investors and the price at which the allocation is made, will be made available in
the public domain by the BRLMs before the Bid/Offer Opening Date, through intimation to the Stock
Exchanges.
ix. Anchor Investors could not withdraw or lower the size of their Bids at any stage after submission of the Bid.
x. Any Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion were required to be locked
in the following manner: there shall be a lock-in of 90 days on 50% of the Equity Shares Allotted to each of
the Anchor Investors from the date of Allotment, and a lock-in of 30 days on the remaining 50% of the
Equity Shares Allotted to each of the Anchor Investors from the date of Allotment.
xi. Neither the BRLMs nor any associate of the BRLMs (except (a) Mutual Funds or AIFs sponsored by entities
which are associates of the BRLMs; or (b) FPIs (other than individuals, corporate bodies and family offices)
which are associates of the BRLMs; or (c) insurance companies promoted by entities which are associates
of the BRLMs; or (d) pension funds sponsored by entities which are associate of the BRLMs), nor any
“person related to Promoter or Promoter Group” shall apply in the Offer under the Anchor Investor Portion.
Further, an Anchor Investor shall be deemed to be an “associate of the BRLM” if: (i) either of them controls,
directly or indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the
other; or (ii) either of them, directly or indirectly, by itself or in combination with other persons, exercises
control over the other; or (iii) there is a common director, excluding nominee director, amongst the Anchor
Investors and the BRLMs.
xii. Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion were not considered multiple
Bids.
For more information, please read the General Information Document.
531Bids by provident funds/pension funds
In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of ₹250
million, a certified copy of certificate from a chartered accountant certifying the corpus of the provident
fund/pension fund must be attached to the Bid cum Application Form. Failing this, our Company and its Selling
Shareholders in consultation with the BRLMs, reserve the right to reject any Bid, without assigning any reason
therefor.
The above information is given for the benefit of the Bidders. Our Company, Selling Shareholders and the
BRLMs are not liable for any amendments or modification or changes in applicable laws or regulations,
which may occur after the date of this Prospectus, when filed. Bidders are advised to make their
independent investigations and ensure that any single Bid from them does not exceed the applicable
investment limits or maximum number of the Equity Shares that can be held by them under applicable
laws or regulations and as specified in this Prospectus, when filed. Further, each Bidder where required
must agree in the Allotment Advice that such Bidder will not sell or transfer any Equity Shares or any
economic interest therein, including any off-shore derivative instruments, such as participatory notes,
issued against the Equity Shares or any similar security, other than in accordance with applicable laws.
In accordance with RBI regulations, OCBs cannot participate in the Offer.
Pre-Offer Advertisement
Subject to Section 30 of the Companies Act 2013, our Company after filing the Red Herring Prospectus with the
RoC and two Working Days prior to the Bid/Offer Opening Date, published a pre-Offer advertisement, in the
form prescribed by the SEBI ICDR Regulations, in all editions of Financial Express, an English national daily
newspaper and all editions of Jansatta, a Hindi national daily newspaper (Hindi also being the regional language
of New Delhi, where our Registered Office is located), each with a wide circulation. Our Company, in the pre-
Offer advertisement stated the Bid/Offer Opening Date, the Bid/Offer Closing Date and the QIB Bid/Offer Closing
Date, if any. This advertisement, subject to the provisions of Section 30 of the Companies Act 2013, shall be in
the format prescribed in Part A of Schedule X of the SEBI ICDR Regulations.
Allotment Advertisement
The Allotment Advertisement shall be uploaded on the websites of our Company, BRLMs and Registrar to the
Offer, before 9 p.m. IST, on the date of receipt of the final listing and trading approval from all the Stock
Exchanges where the equity shares of the Issuer are proposed to be listed, provided such final listing and trading
approval from all the Stock Exchanges is received prior to 9:00 p.m. IST on that day. In an event, if final listing
and trading approval from all the Stock Exchanges is received post 9:00 p.m. IST on the date of receipt of the
final listing and trading approval from all the Stock Exchanges where the equity shares of the Issuer are proposed
to be listed, then the Allotment Advertisement shall be uploaded on the websites of our Company, BRLMs and
Registrar to the Offer, following the receipt of final listing and trading approval from all the Stock Exchanges.
Our Company, the BRLMs and the Registrar shall publish an allotment advertisement before commencement of
trading, disclosing the date of commencement of trading in all editions of Financial Express, an English national
daily newspaper and all editions of Jansatta, a Hindi national daily newspaper (Hindi also being the regional
language of New Delhi, where our Registered Office is located), each with a wide circulation.
Pre-Offer and Price Band advertisements shall be made in the same newspapers in which the public announcement
under Regulation 26(2) of the SEBI ICDR Regulations was published.
Signing of Underwriting Agreement and filing of Prospectus with the Registrar of Companies, NCT of
Delhi, and Haryana at New Delhi
Our Company and each of the Selling Shareholders entered into an underwriting agreement with the Underwriters
after the determination of the Offer Price.
Information for Bidders
The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the
Bid cum Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility
to obtain the Acknowledgment Slip from the relevant Designated Intermediary. The registration of the Bid by the
Designated Intermediary does not guarantee that Equity Shares shall be Allocated/Allotted. Such
532Acknowledgement Slip will be non-negotiable and by itself will not create any obligation of any kind. When a
Bidder revises his or her Bid, he /she shall surrender the earlier Acknowledgement Slip and may request for a
revised acknowledgment slip from the relevant Designated Intermediary as proof of his or her having revised the
previous Bid. In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use
their network and software of the electronic bidding 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 Selling Shareholders
and/or the Book Running Lead Managers are cleared or approved by the Stock Exchanges; nor does it in any
manner warrant, certify or endorse the correctness or completeness of 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 Draft Red Herring Prospectus or this Prospectus; nor
does it warrant that the Equity Shares will be listed or will continue to be listed on the Stock Exchanges.
General Instructions
Please note that QIBs and Non-Institutional Investors are not permitted to withdraw their Bid(s) or lower the size
of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Investors
can revise their Bid(s) during the Bid/Offer Period and withdraw their Bid(s) until Bid/Offer Closing Date. Anchor
Investors are not allowed to withdraw or lower the size of their Bids after the Anchor Investor Bidding Date.
Do’s:
Check if you are eligible to apply as per the terms of this Prospectus and under applicable law, rules, regulations,
guidelines and approvals;
1. Ensure that you have Bid within the Price Band;
2. Ensure that you (other than Anchor Investors) have mentioned the correct ASBA Account number (for
all Bidders other than UPI Bidders) in the Bid cum Application Form (with a maximum length of 45
characters) and such ASBA account belongs to you and no one else. Further, UPI Bidders must mention
their UPI ID and shall use only his/her own bank account which is linked to his/her UPI ID;
3. UPI Bidders 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 UPI 2.0 certified by NPCI before
submitting the ASBA Form to any of the Designated Intermediaries;
4. UPI Bidders Bidding 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 Bidders 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;
5. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
6. Ensure that the details about the PAN, DP ID, Client ID and UPI ID (where applicable) are correct and
the Bidders depository account is active, as Allotment of the Equity Shares will be in dematerialized
form only;
7. Ensure that your PAN is linked with Aadhaar and are in compliance with Central Board of Direct Taxes
notification dated February 13, 2020 and press release dated June 25, 2021;
8. UPI Bidders Bidding in the Offer to ensure that they shall use only their own ASBA Account or only
their own bank account linked UPI ID) to make an application in the Offer and not ASBA Account or
bank account linked UPI ID of any third party
9. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted
to the Designated Intermediary at the Bidding Centre within the prescribed time. UPI Bidders, may
submit their ASBA Forms with the Members of the Syndicate, Registered Brokers, RTAs or CDPs and
should ensure that the ASBA Form contains the stamp of such Designated Intermediary;
53310. In case of joint Bids, ensure that first Bidder is the ASBA Account holder (or the UPI-linked bank account
holder, as the case may be) and the signature of the first Bidder is included in the Bid cum Application
Form;
11. If the first Bidder is not the ASBA Account holder (or the UPI-linked bank account holder, as the case
may be), ensure that the Bid cum Application Form is signed by the ASBA Account holder (or the UPI-
linked bank account holder, as the case may be);
12. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only;
13. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in
which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum
Application Form should contain only the name of the First Bidder whose name should also appear as
the first holder of the beneficiary account held in joint names;
14. Ensure that you request for and receive a stamped acknowledgement in the form of a counterfoil or by
specifying the application number for all your Bid options as proof of registration of the Bid cum
Application Form from the concerned Designated Intermediary;
15. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB
before submitting the ASBA Form to any of the Designated Intermediaries;
16. Submit revised Bids to the same Designated Intermediary, through whom the original Bid was placed
and obtain a revised acknowledgment;
17. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the
courts, who, in terms of circular (MRD/DoP/Cir-20/2008) dated June 30, 2008 issued by the SEBI, may
be exempt from specifying their PAN for transacting in the securities market, (ii) Bids by persons resident
in the state of Sikkim, who, in terms of circular (MRD/DoP/Cir-09/06) dated July 20, 2006, may be
exempted from specifying their PAN for transacting in the securities market, and (iii) any other category
of Bidders, including without limitation, multilateral/bilateral institutions, which may be exempted from
specifying their PAN for transacting in the securities market, all Bidders should mention their PAN
allotted under the IT Act. The exemption for the Central or the State Government and officials appointed
by the courts and for investors residing in the State of Sikkim is subject to (a) the Demographic Details
received from the respective depositories confirming the exemption granted to the beneficiary owner by
a suitable description in the PAN field and the beneficiary account remaining in “active status”; and (b)
in the case of residents of Sikkim, the address as per the Demographic Details evidencing the same. All
other applications in which PAN is not mentioned will be rejected;
18. Ensure that the Demographic Details are updated, true and correct in all respects;
19. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth
Schedule to the Constitution of India are attested by a Magistrate or a Notary Public or a Special
Executive Magistrate under official seal;
20. Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure
proper upload of your Bid in the electronic Bidding system of the Stock Exchanges;
21. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trusts, etc.,
relevant documents, including a copy of the power of attorney, are submitted;
22. Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign
and Indian laws;
23. Bidders (except UPI Bidders) should instruct their respective banks to release the funds blocked in the
ASBA Account under the ASBA process. UPI Bidders should ensure that they approve the UPI Mandate
Request generated by the Sponsor Bank(s) to authorise blocking of funds equivalent to Bid Amount and
subsequent debit of funds in case of Allotment, in a timely manner;
24. Note that in case the DP ID, Client ID and the PAN mentioned in their Bid cum Application Form and
entered into the online IPO system of the Stock Exchanges by the relevant Designated Intermediary, as
the case may be, do not match with the DP ID, Client ID and PAN available in the Depository database,
534then such Bids are liable to be rejected. However, Bids received from FPIs bearing the same PAN shall
not be treated as multiple Bids in the event such FPIs utilize the MIM Structure and such Bids such Bids
have been made with different beneficiary account numbers, Client IDs and DP IDs;
25. Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (other than
for Anchor Investors and UPI Bidders) is submitted to a Designated Intermediary in a Bidding Centre
and that the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has named
at least one branch at that location for the Designated Intermediary to deposit ASBA Forms (a list of
such branches is available on the website of SEBI at http://www.sebi.gov.in);
26. Ensure that you have correctly signed the authorization/undertaking box in the Bid cum Application
Form, or have otherwise provided an authorization to the SCSB via the electronic mode, for blocking
funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application Form
at the time of submission of the Bid;
27. UPI Bidders shall ensure that details of the Bid are reviewed and verified by opening the attachment in
the UPI Mandate Request and then proceed to authorise the UPI Mandate Request using his/her UPI PIN.
Upon the authorization of the mandate using his/her UPI PIN, the UPI Bidder may be deemed to have
verified the attachment containing the application details of the UPI Bidder Bidding using the UPI
Mechanism in the UPI Mandate Request and have agreed to block the entire Bid Amount and authorized
the Sponsor Bank(s) to issue a request to block the Bid Amount mentioned in the ASBA Form in his/her
ASBA Account;
28. UPI Bidders should mention valid UPI ID of only the Bidder (in case of single account) and of the first
Bidder (in case of joint account) in the ASBA Form;
29. UPI Bidders who have revised their Bids subsequent to making the initial Bid, should also approve the
revised UPI Mandate Request generated by the Sponsor Bank(s) to authorise blocking of funds
equivalent to the revised Bid Amount in their account and subsequent debit of funds in case of allotment
in a timely manner;
30. Bids by Eligible NRIs, HUFs and FPIs other than individuals, corporate bodies and family offices, for a
Bid Amount of less than ₹200,000 would be considered under the Retail Category for the purposes of
allocation and Bids for a Bid Amount exceeding ₹200,000 would be considered under the Non-
Institutional Category for allocation in the Offer;
31. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Banks prior to 12:00
p.m. IST of the Working Day immediately after the Bid/ Offer Closing Date;
32. The ASBA bidders shall ensure that bids above ₹500,000, are uploaded only by the SCSBs
33. Bidders not using the UPI Mechanism, should submit their Bid cum Application Form directly with
SCSBs and/or the designated branches of SCSBs or the relevant Designated Intermediary, as applicable
34. UPI Bidders who wish to Bid should submit Bid with the Designated Intermediaries, pursuant to which
the UPI Bidders should ensure acceptance of the UPI Mandate Request received from the Sponsor
Bank(s) to authorise blocking of funds equivalent to the revised Bid Amount in the UPI Bidder’s ASBA
Account
35. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLMs; and
36. Ensure that the Bid cum Application Forms are delivered by the Bidders within the time prescribed as
per the Bid cum Application Form and this Prospectus. Application made using incorrect UPI handle or
using a bank account of an SCSB or SCSBs which is not mentioned on the website of the SEBI, is liable
to be rejected.
535Don’ts:
1. Do not Bid for lower than the minimum Bid size;
2. Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price;
3. Do not Bid on another Bid cum Application Form, as the case may be after you have submitted a Bid to
a Designated Intermediary;
4. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the
relevant ASBA Forms or to our Company;
5. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA
process;
6. Do not submit the Bid for an amount more than funds available in your ASBA account;
7. Do not pay the Bid Amount in cash, by money order, cheques or demand drafts or by postal order or by
stock invest;
8. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary
only;
9. Anchor Investors should not Bid through the ASBA process;
10. If you are a UPI Bidder, do not submit more than one Form from each UPI ID;
11. Do not submit the Bid cum Application Forms to any non-SCSB bank or to our Company or at a location
other than the Bidding Centres;
12. Do not Bid on a physical Bid cum Application Form that does not have the stamp of the relevant
Designated Intermediary;
13. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Investors);
14. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Offer size
and/or investment limit or maximum number of the Equity Shares that can be held under the applicable
laws or regulations or maximum amount permissible under the applicable regulations or under the terms
of this Prospectus;
15. Do not submit your Bid after 3.00 pm on the Bid/Offer Closing Date;
16. If you are a QIB, do not submit your Bid after 3.00 p.m. on the QIB Bid/Offer Closing Date (for online
applications) and after 12:00 p.m. on the Bid/ Offer Closing Date (for Physical Applications);
17. Do not Bid for Equity Shares in excess in excess of what is specified for each category;
18. Do not Bid for a Bid Amount exceeding ₹200,000 for Bids by Retail Individual Investors;
19. Do not submit the General Index Register number instead of the PAN;
20. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID (where applicable) or provide
details for a beneficiary account which is suspended or for which details cannot be verified by the
Registrar to the Offer;
21. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for
blocking in the relevant ASBA Account or in the case of UPI Bidders, in the UPI-linked bank account
where funds for making the Bid are available;
22. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the
Bid Amount) at any stage, if you are a QIB or a Non-Institutional Investor;
53623. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid
cum Application Forms in a colour prescribed for another category of Bidder;
24. 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 Bidders;
25. Do not submit Bids to a Designated Intermediary at a location other than the Bidding Centres. If you are
UPI Bidder, do not submit the ASBA Form directly with SCSBs;
26. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable laws or your
relevant constitutional documents or otherwise;
27. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors
having valid depository accounts as per Demographic Details provided by the depository);
28. Do not submit more than one Bid cum Application Form per ASBA Account;
29. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
30. Do not submit an ASBA Form with third party linked UPI ID or using a third party bank account (in case
of Bids submitted by UPI Bidders);
31. Do not submit ASBA Forms to a Designated Intermediary at a Bidding Centre unless the SCSB where
the ASBA Account is maintained, as specified in the ASBA Form, has named at least one branch in the
relevant Bidding Centre, for the Designated Intermediary to deposit ASBA Forms (a list of such branches
is available on the website of SEBI at http://www.sebi.gov.in).
32. UPI Bidders using the incorrect UPI handle or using a bank account of an SCSB and/ or mobile
applications which is not mentioned in the list provided on the SEBI website is liable to be rejected
33. Do not Bid if you are an OCB, and;
34. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Members shall ensure that they do not upload
any bids above ₹500,000
Further, for helpline details of the Book Running Lead Managers, see “General Information – Book Running
Lead Managers” on page 87.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not
complied with.
Further, in case of any pre-Offer or post-Offer related issues regarding share certificates/demat credit/refund
orders/unblocking, etc., investors shall reach out to our Company Secretary and Compliance Officer. See
“General Information –Company Secretary and Compliance Officer” on page 86.
For details of grounds for technical rejections of a Bid cum Application Form, please see the General Information
Document.
Names of entities responsible for finalising the basis of allotment in a fair and proper manner
The authorised employees of the Designated Stock Exchange, along with the BRLMs and the Registrar, shall
ensure that the basis of allotment is finalized in a fair and proper manner in accordance with the procedure
specified in SEBI ICDR Regulations.
Method of allotment as may be prescribed by SEBI from time to time
Our Company will not make any Allotment in excess of the Equity Shares offered through the Offer through the
Offer document except in case of oversubscription for the purpose of rounding off to make Allotment, in
consultation with the Designated Stock Exchange. Further, upon oversubscription, an Allotment of not more than
1% of the Offer to public may be made for the purpose of making Allotment in minimum lots.
The Allotment of Equity Shares to Bidders other than to the Retail Individual Investors, Non-Institutional
Investors and Anchor Investors shall be on a proportionate basis within the respective investor categories and the
537number of securities Allotted shall be rounded off to the nearest integer, subject to minimum Allotment being
equal to the minimum application size as determined and disclosed.
The allocation to each Retail Individual Investor shall not be less than the minimum Bid Lot, subject to availability
of Equity Shares in the Retail Category and the remaining available Equity Shares, if any, shall be allocated on a
proportionate basis. Allocation to Anchor Investors shall be on a discretionary basis. Not more than 15% of the
Offer shall be available for allocation to Non-Institutional Investors of which one-third of the Non-Institutional
Category will be available for allocation to Bidders with an application size of more than ₹200,000 and up to
₹1,000,000 and two-thirds of the Non-Institutional Category will be available for allocation to Bidders with an
application size of more than ₹1,000,000 and under-subscription in either of these two sub-categories of Non-
Institutional Category may be allocated to Bidders in the other subcategory of Non-Institutional Category. The
allocation to each Non-Institutional Investor shall not be less than the minimum application size, subject to
availability of Equity Shares in the Non-Institutional Category and the remaining available Equity Shares, if any,
shall be allocated on a proportionate basis in accordance with the conditions specified in this regard in Schedule
XIII of the SEBI ICDR Regulations.
Payment into Escrow Account for Anchor Investors
Our Company in consultation with the BRLMs in their absolute discretion, will decide the list of Anchor Investors
to whom the CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in their
respective names will be notified to such Anchor Investors. Anchor Investors are not permitted to Bid through the
ASBA process. Instead, Anchor Investors should transfer the Bid Amount (through direct credit, RTGS or NEFT).
The payment instruments for payment into the Escrow Accounts should be drawn in favour of:
(i) in case of resident Anchor Investors: “AYE FINANCE LIMITED ANCHOR RESIDENT ACCOUNT”;
and
(ii) in case of non-resident Anchor Investors: “AYE FINANCE LIMITED-ANCHOR NON-RESIDENT
ACCOUNT”.
Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as
an arrangement between our Company, the Selling Shareholders, the Syndicate, the Bankers to the Offer and the
Registrar to the Offer to facilitate collections of Bid Amounts from Anchor Investors.
Depository Arrangements
The Allotment of the Equity Shares in the Offer shall be only in a dematerialised form, (i.e., not in the form of
physical certificates but be fungible and be represented by the statement issued through the electronic mode). In
this context, tripartite agreements had been signed among the Company, the respective Depositories and the
Registrar to the Offer:
• agreement dated April 25, 2018 among NSDL, our Company and Registrar to the Offer; and
• agreement dated October 11, 2017 among CDSL, our Company and Registrar to the Offer.
Undertakings by our Company
Our Company undertakes the following:
(i) that the complaints received in respect of the Offer shall be attended to by our Company expeditiously
and satisfactorily;
(ii) if Allotment is not made within the prescribed time under applicable law, application monies will be
refunded/unblocked in the ASBA Accounts within such time period as prescribed under applicable law
from the Bid/Offer Closing Date or such other time as may be specified by SEBI, failing which our
Company shall pay interest prescribed under the Companies Act 2013 and the SEBI ICDR Regulations
for the delayed period;
(iii) that all steps will be taken for completion of the necessary formalities for listing and commencement of
trading at all the Stock Exchanges where the Equity Shares are proposed to be listed within three Working
Days of the Bid/Offer Closing Date or such other timeline as may be prescribed by SEBI;
538(iv) that funds required for making refunds (to the extent applicable) to unsuccessful Bidders as per the
mode(s) disclosed shall be made available to the Registrar to the Offer by our Company;
(v) where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the Bidder within the time prescribed under applicable law, giving details
of the bank where refunds shall be credited along with amount and expected date of electronic credit of
refund;
(vi) that, except for any allotment of Equity Shares to employees of our Company pursuant to exercise of
stock options granted under the Employee Stock Option Plans no further issue of Equity Shares shall be
made until the Equity Shares offered through this Prospectus are listed or until the Bid monies are
refunded/unblocked in the ASBA Accounts on account of non-listing, under-subscription etc;
(vii) that if our Company does not proceed with the Offer after the Bid/Offer Closing Date but prior to
Allotment, the reason thereof shall be given as a public notice within two days of the Bid/Offer Closing
Date. The public notice shall be issued in the same newspapers where the pre-Offer advertisements were
published. The Stock Exchanges on which the Equity Shares are proposed to be listed shall also be
informed promptly;
(viii) that if our Company withdraws the Offer after the Bid/Offer Closing Date, our Company shall be required
to file a fresh offer document with the SEBI, in the event our Company subsequently decides to proceed
with the Offer;
(ix) that the Allotment Advice/refund confirmation to Eligible NRIs shall be dispatched within specified time;
(x) that adequate arrangements shall be made to collect all Bid cum Application Forms; and
(xi) that our Company shall not have recourse to the Net Proceeds until the final approval for listing and
trading of the Equity Shares from all the Stock Exchanges where listing is sought has been received.
Undertakings by the Selling Shareholders
Each of the Selling Shareholders, severally and not jointly, undertakes and/or confirms solely in respect of itself
as a Selling Shareholder and its portion of the Offered Shares, that:
(i) it is the legal and beneficial owner of to its respective portion of the Offered Shares;
(ii) its Offered Shares are free and clear of encumbrances and shall be transferred pursuant to the Offer for
Sale, free and clear of any encumbrances;
(iii) it shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or
services or otherwise to any Bidder for making a Bid in the Offer, except for payment of fees or
commission for services rendered in relation to the Offer; and
Utilisation of Offer Proceeds
Our Board certifies that:
(i) all monies received out of the Fresh Issue shall be credited/transferred to a separate bank account other
than the bank account referred to in sub-Section (3) of Section 40 of the Companies Act 2013;
(ii) details of all monies utilised out of the Fresh Issue shall be disclosed, and continue to be disclosed till
the time any part of the Fresh Issue proceeds remains unutilised, under an appropriate head in the balance
sheet of our Company indicating the purpose for which such monies have been utilised; and
(iii) details of all unutilised monies out of the Fresh Issue, if any shall be disclosed under an appropriate
separate head in the balance sheet indicating the form in which such unutilised monies have been
invested.
Withdrawal of the Offer
Our Company and the Selling Shareholders in consultation with the BRLMs, reserves the right not to proceed
with the Offer, after the Bid/Offer Opening Date but before the Allotment. In such an event, our Company will
539issue a public notice, in the same newspapers in which the pre-Offer advertisements were published, within two
days from the Bid/Offer Closing Date, or such time as may be prescribed by SEBI, providing reasons for not
proceeding with the Offer. The BRLMs, through the Registrar to the Offer, will instruct the SCSBs and/ or the
Sponsor Bank(s), as the case may be, to unblock the bank accounts of ASBA bidders within one Working Day
from the day of receipt of such instruction and also inform the Bankers to the Offer to process refunds to the
Anchor Investors, as the case may be. The notice of withdrawal will be issued in the same newspapers where the
pre-Offer advertisements have appeared, and the Stock Exchanges will also be informed promptly by our
Company.
If our Company and the Selling Shareholders in consultation with the BRLMs, withdraws the Offer after the
Bid/Offer Closing Date and thereafter determine that they will proceed with a public offering of Equity Shares,
our Company will file a fresh Draft Red Herring Prospectus with SEBI and the Stock Exchanges.
Notwithstanding the foregoing, the Offer is also subject to obtaining the final listing and trading approvals of the
Stock Exchanges, which our Company will apply for only after Allotment and within such time period as
prescribed under applicable law and the final RoC approval of the Prospectus after it is filed with the RoC. If
Allotment is not made within the prescribed time period under applicable law, the entire subscription amount
received will be refunded/unblocked within the time prescribed under applicable law.
540RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India
and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign
investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which
such investment may be made. Foreign investment is permitted (except in the prohibited sectors) in Indian
companies, either through the automatic route or the approval route, depending upon the sector in which foreign
investment is sought to be made. The responsibility of granting approval for foreign investment under the
Consolidated FDI Policy (defined herein below) and FEMA has been entrusted to the RBI and the concerned
ministries/ departments.
The Government of India has from time to time made policy pronouncements on FDI through press notes and
press releases. The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry
(formerly Department of Industrial Policy and Promotion), Government of India (“DPIIT”) issued the
Consolidated FDI Policy Circular dated October 15, 2020, with effect from October 15, 2020 (the “Consolidated
FDI Policy”), which consolidates and supersedes all previous press notes, press releases and clarifications on FDI
issued by the DPIIT that were in force and effect prior to October 15, 2020.
The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the
RBI, provided that: (i) the activities of the investee company are under the automatic route under the Consolidated
FDI Policy and transfer does not attract the provisions of the SEBI Takeover Regulations; (ii) the non-resident
shareholding is within the sectoral limits under the Consolidated FDI Policy; and (iii) the pricing is in accordance
with the guidelines prescribed by the SEBI and/or RBI.
In terms of Press Note 3 of 2020, dated April 17, 2020 (“Press Note”), issued by the DPIIT, all investments under
the foreign direct investment route by entities of a country which shares land border with India or where the
beneficial owner of an investment into India is situated in or is a citizen of any such country will require prior
approval of the Government of India. Further, in the event of transfer of ownership of any existing or future
foreign direct investment in an entity in India, directly or indirectly, resulting in the beneficial ownership falling
within the aforesaid restriction/purview, such subsequent change in the beneficial ownership will also require
approval of the Government of India.
As per the FEMA Non-debt Instruments Rules and Consolidated FDI Policy read with the Press Note, 100%
foreign direct investment is permitted under the automatic route in entities undertaking financial services activities
regulated by financial sector regulators including the RBI, however, investments under the foreign direct
investment route by entities of a country which shares land border with India or where the beneficial owner of an
investment into India is situated in or is a citizen of any such country will require prior approval of the Government
of India.
For details of the aggregate limit for investments by NRIs and FPIs in our Company, see “Offer Procedure – Bids
by Eligible Non-Resident Indians” and “Offer Procedure – Bids by Foreign Portfolio Investors”, on pages 526
and 527, respectively.
As per the existing policy of the Government of India, OCBs cannot participate in the Offer.
For further details, see “Offer Procedure” on page 521.
The Equity Shares offered in the Offer were not and will not be registered under the U.S. Securities Act or
any other applicable law of the United States and, unless so registered, were not be offered or sold within
the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Equity Shares
were offered and sold (i) within the United States only to persons reasonably believed to be “qualified
institutional buyers” (as defined in Rule 144A under the U.S. Securities Act and referred to in this
Prospectus as “U.S. QIBs”) in transactions exempt from the registration requirements of the U.S. Securities
Act, that are QPs as defined in Section 2(a)(51) of the U.S. Investment Company Act (persons who are both
a U.S. QIB and a QP are referred to as “Entitled QPs”) and (ii) outside the United States in “offshore
transactions” as defined in and in reliance on Regulation S under the U.S. Securities Act and the applicable
laws of the jurisdiction where those offers and sales were made. For the avoidance of doubt, the term “U.S.
QIBs” does not refer to a category of institutional investors defined under applicable Indian regulations
and referred to in this Prospectus as “QIBs”.
541The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and were not be offered or sold, and Bids were not made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.
Our Company has not been and will not be registered under the U.S. Investment Company Act and investors will
not be entitled to the benefits of the U.S. Investment Company Act. Our Company is relying on the exemption
provided by Section 3(c)(7) of the U.S. Investment Company Act, and as a result the Equity Shares are being
offered and sold in the United States and to U.S. Persons only to persons who are Entitled QPs.
Our Company may be a “covered fund” for purposes of the “Volcker Rule” contained in the Dodd-Frank Act
(Section 619: Prohibitions on Proprietary Trading and Certain Relationships with Hedge Funds and Private Equity
Funds). Accordingly, entities that may be “covered banking entities” for the purposes of the Volcker Rule may be
restricted from holding the Company’s securities and should take specific advice before making an investment in
our Company.
The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders, and the
Book Running Lead Managers are not liable for any amendments or modification or changes in applicable laws
or regulations, which may occur after the date of this Prospectus. Bidders were advised to make their independent
investigations and ensure that the number of Equity Shares Bid for does not exceed the applicable limits under
laws or regulations.
542SECTION VIII – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION
This set of Articles of Association of the Company has been approved pursuant to the provisions of the Section
14 of the Companies Act, 2013 and by a special resolution passed at the Extraordinary General Meeting of Aye
Finance Limited (the “Company”) held on December 12, 2024. These Articles have been adopted as the Articles
of Association of the Company in substitution for and to the exclusion of all the existing articles of association.
The Articles of Association of our Company consist of two parts, Part A and Part B, which parts shall, unless the
context otherwise requires, co-exist with each other until the date of the listing of the equity shares of the Company
(“Equity Shares”) in connection with the initial public offering (the “IPO”) on the recognized stock exchange(s)
in India or till: (i) termination of the amended and restated shareholders’ agreement dated September 18, 2024
(“SHA”); (ii) March 31, 2026 or such other date as may be mutually agreed in writing by the parties to SHA, if
the listing of the Equity Shares pursuant to the IPO is not completed by then; (iii) the date on which the Board
decides not to undertake the IPO and/or to withdraw any offer document filed with any regulatory authority in
respect of the IPO, including any draft offer document filed with the Securities and Exchange Board of India
(“SEBI”); or (iv) expiry of 12 months from the date of receipt of final observations from SEBI on the draft offer
document filed with SEBI, if the listing of the Equity Shares pursuant to the IPO is not completed by then;
whichever of (i) to (iv) is earlier (the “Long Stop Date”).
In case of any inconsistency or contradiction, conflict or overlap between Part A and Part B, the provisions of Part
B shall prevail and be applicable until the Long Stop Date. All articles of Part B shall automatically terminate and
cease to have any force and effect from the date of listing of the Equity Shares on the recognized stock exchange(s)
in India pursuant to the IPO and the provisions of Part A shall continue to be in effect and be in force, without any
further corporate or other action, by our Company or by its shareholders. Alternatively, all the articles of Part A
shall automatically terminate and cease to have any force and effect from the Long Stop Date (if not on account
of listing of the Equity Shares pursuant to the IPO) and the provisions of Part B shall continue to be in effect and
be in force, without any further corporate or other action, by our Company or by its shareholders.
No material clause of the Articles of Association having a bearing on the Offer or the disclosures required in this
Prospectus have been omitted.
PART A
PRELIMINARY
1. The regulations contained in Table F of Schedule I of the Companies Act, 2013 shall apply to the
Company so far as they are not inconsistent with or repugnant to any of the regulations contained in
these Articles.
INTERPRETATION
2. In the interpretation of these Articles, the following words and expressions shall have the following
meanings, unless repugnant to the subject or context hereof:
“Act” means the Companies Act, 2013, to the extent notified, as amended from time to time and
includes any re-enactment thereof, with all schedules and tables thereunder, as notified, with effect
from the date of such notification in the official Gazette of India including all the rules, notifications,
clarifications, orders and circulars issued thereunder.
“Alter” and “Alteration” shall include the making of additions, omission, insertion, deletion and
substitutions.
“Annual General Meeting” means a General Meeting of the Members held in accordance with the
provisions of Section 96 of the Act.
“Articles”, means these Articles of Association as originally framed or altered from time to time and
includes the memorandum where the context so requires.
543“Board” or “Board of Directors” or “The Board” or “The Board of Directors” means the board
of directors of the Company in office at applicable times.
“Beneficial Owner” means a Person whose name is recorded as such with a Depository.
“Bye Laws” means bye-laws made by a Depository under Section 26 of the Depositories Act, 1996.
“Company” or “This Company” means Aye Finance Limited, a company incorporated under the
laws of India.
“Company Secretary” or “Secretary” means a company secretary as defined in clause (c) of sub-
section (1) of section 2 of the Company Secretaries Act, 1980 who is appointed by a company to
perform the functions of a company secretary under the Act and these Articles.
“Debenture” includes debenture stock, bonds or any other instrument of the Company evidencing a
debt, whether constituting a charge on the assets of the Company or not.
“Depositories Act” means the Depository Act, 1996 (22 of 1996) including any statutory
modification or re-enactment thereof including all the rules, notifications, circulars issued thereof for
the time being in force.
“Depository” means a depository as defined in clause (e) of sub-section (1) of section 2 of the
Depositories Act, 1996.
“Director” means a director appointed to the Board of the Company in accordance with these
Articles, including any independent director, additional director, nominee director and/or alternate
director, appointed in accordance with these Articles.
“Dividend” includes interim Dividend.
“Document” includes summons, notice, requisition, order, declaration, form and register, whether
issued, sent or kept in pursuance of the Act or under any other law for the time being in force or
otherwise, maintained on paper or in electronic form.
“Employees’ Stock Option Plan” means the employee stock option plan as formulated and
approved by the Board of Directors and shareholders of the Company, applicable inter alia to the
employees, the Directors of the Company and its subsidiary companies.
“Equity Shares” means the equity shares of INR 2/- each, in the issued, subscribed and paid up
equity share capital of the Company.
“Extra Ordinary General Meeting” means an extra ordinary general meeting of the Members duly
called and constituted in terms of these Articles and the Act, and any adjournments thereof.
“Key Managerial Personnel”, in relation to the Company, means—
(i) the chief executive officer or the managing director or the manager;
(ii) the company secretary;
(iii) the whole-time director;
(iv) the chief financial officer;
(v) such other officer, not more than one level below the Board of Directors who is in whole-time
employment, designated as key managerial personnel by the Board; and
(vi) such other officer as may be prescribed under the Act
“Meeting” or “General Meeting” means a meeting of Members including Annual General Meeting
and Extra Ordinary General Meeting.
“Member”, in relation to the Company, means—
544(i) the subscriber to the Memorandum of Association of the Company who shall be deemed to have
agreed to become member of the Company, and on its registration, shall be entered as a member
in its Register of Members;
(ii) every other person who agrees in writing to become a member of the Company and whose name
is entered in the Register of Members of the Company;
(iii) every person holding Shares of the Company and whose name is entered as a Beneficial Owner
in the records of the Depository.
“Memorandum of Association” means the memorandum of association of the Company (as
amended, substituted, replaced from time to time).
“Month” means a period of thirty days and a “Calendar month” means an English Calendar Month.
“Officer who is in default” shall have the same meaning as specified under Section 2 (60) of the
Act.
"Ordinary Resolution" and “Special Resolution” shall have the same meaning as specified under
Section 114 of the Act.
“Person” includes an individual, an association of persons or body of individual, whether
incorporated or not and a firm.
“Register and Index of beneficial owners” maintained by a depository under Section 11 of the
Depositories Act shall be deemed to be the Register and Index of Members for the purpose of the
Act and these Articles.
“Register of Members” means the Register of Member to be kept in pursuance to the provisions of
the Act.
“Registered Office” means the registered office of the Company for the time being.
“SEBI” means the, Securities and Exchange Board of India.
“SEBI LODR Regulations” means the Securities and Exchange Board of India (Listing Obligation
and Disclosure Requirements) Regulations, 2015.
“Security(ies)” means the securities as defined in clause (h) of section 2 of the Securities Contracts
(Regulation) Act, 1956.
“Shares” means the shares of the Company issued from time to time and carrying the rights as set
out in these Articles including preference shares and the Equity Shares.
“The Registrar” means the Registrar of Companies of the State in which the Registered Office of
the Company is for the time being situate.
Words importing the masculine gender include the feminine gender.
Words importing the singular number include the plural number.
Subject as aforesaid, any words and expressions defined in the Act as modified up to the date on
which these Articles become binding on the Company shall, except where the subject or context
otherwise requires, bear the same meaning in these Articles.
Word and concepts not defined in these articles shall have the same meaning as defined under Section
2 of the Act and Rules made there under.
“Writing” shall include printing and lithography and any other mode or modes representing or
reproducing words in a visible form.
545"Year" means the calendar year and "Financial Year", the period starting from 1st day of April and
ending on the 31st day of March every year in relation to the Company means.
3. The marginal notes hereto shall have no effect on the construction hereof.
SHARE CAPITAL
4. The authorized share capital of the Company shall be such amount and be divided into such class(es),
denomination(s) and number of Shares as may, from time to time, be provided in Clause V of the
Memorandum of Association, each Share with rights, privileges and conditions attached thereto as
are provided by these Articles for the time being, and with the power to increase, consolidate, divide,
sub-divide, cancel and reduce the share capital of the Company and to convert Shares into stocks and
re-convert that and to divide the Shares for the time being into several classes and to attach thereto
respectively such preferential rights, privileges or conditions as may be determined by or in
accordance with these Articles and to vary, modify, amalgamate or abrogate any such rights,
privileges in such manner as may for the time being be provided in these Articles. A common form
of transfer shall be used in case of transfer of shares. The Company may issue the following kinds
of shares in accordance with these Articles, the Act and other applicable laws:
(a) Equity share capital:
(i) with voting rights; and/or
(ii) with differential rights as to dividend, voting or otherwise in accordance with the Act; and
(b) Preference share capital.
5. Subject to the provisions of the Act and these Articles, the Shares shall be under the control of the
Board of Directors 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 and
at such time as they may from time to time think fit.
6. In addition to, and without derogating from the power for that purpose conferred on the Board of
Directors under these Articles, the Company in a General Meeting may, subject to the compliance of
Sections 42 and 62 of the Act as the case may be and Rules notified thereunder, determine to issue
further Shares out of the authorized but unissued share capital of the Company and may determine if
any Shares shall be offered to such Persons (whether Members or holders of Debentures of the
Company or not) in such proportions and on such terms and conditions and either at a premium or at
par, as such General Meeting shall determine and with full power to give any Person (whether a
Member or holder of Debentures of the Company or not) an option to be exercisable at such times
and for such consideration as may be directed by such General Meeting and subject to such other
provisions whatsoever as the case may be, stipulated by the General Meeting, for the issue, allotment
or disposal of any Share.
7. Subject to the provisions of the Act and these Articles, the Board of Directors may allot and issue
Shares in payment/ part-payment/ part-repayment for any property or assets of any kind whatsoever
(including the good-will of any business) sold or transferred or goods or machinery or know-how
supplied or for services rendered to the Company either for the formation or promotion of the
Company or the conduct of its business and any Shares which may be so 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 up or partly paid up Shares as aforesaid. The Board of Directors shall cause returns to be filed
of any such allotment as may be required under the provisions of the Act.
8. The Company be and is hereby empowered to issue Shares under the Employee Stock Option Plan,
subject to the provisions Section 62(iii)(b) of the Act and Rules issued thereunder, guidelines and
regulations issued by SEBI and other laws as applicable.
9. The Shares shall be numbered progressively according to their several denominations.
54610. The money (if any) which the Board of Directors shall, on the allotment of any Shares being made
by them, require or direct to be paid by way of deposits, call or otherwise in respect of any Shares
allotted by them, immediately on the insertion of the name of the allottee in the Register of Members
as the holder of such shares, shall become a debt due to and recoverable by the Company from the
allottee thereof, and shall be paid by such allottee accordingly.
11. If by the conditions of allotment of any Share, the whole or part of the amount or issue price thereof
shall be payable by installments, every such installment shall when due, be paid to the Company
from time to time by the Person who for the time being shall be the registered holder of the Share or
his legal representative.
12. Except when required by law or ordered by a court of competent jurisdiction, the Company shall not
be bound to recognize any person as holding any share upon any trust and the Company shall not be
bound by, or be compelled in any way to recognize (even when having notice thereof) an equitable,
contingent, future or partial interest in any share or any interest in any fractional part of a share, or
(except only as by these Articles or as ordered by a court of competent jurisdiction or by law
otherwise provided) any other rights in respect of any share except an absolute right to the entirety
thereof in the registered holder.
13. None of the funds of the Company shall be applied in the purchase of any Shares of the Company
itself and not give any financial assistance for or in connection with the purchase or subscription of
any Shares in the Company or in its holding company save as provided by provisions of the Act.
UNDERWRITING AND BROKERAGE
14. The Company may, subject to the applicable provisions of the Act, at any time pay a commission to
any Person in consideration of his/her subscribing or agreeing to subscribe or such Person procuring
or agreeing to procure subscriptions, whether absolutely or conditionally, for any Shares or
Debentures of the Company, but the rate of such commission shall not exceed the permissible rates
under the provisions of the Act and be subject to the conditions prescribed under sub-section (6) of
section 40 of the Act and the rules made thereunder. The Company may exercise the powers of
paying commissions conferred by sub-section (6) of section 40 of the Act, provided that the rate per
cent. or the amount of the commission paid or agreed to be paid shall be disclosed in the manner
required by that section and rules made thereunder. The rate or amount of the commission shall not
exceed the rate or amount prescribed in rules made under sub-section (6) of section 40 of the Act.
The commission may be satisfied by the payment of cash or the allotment of fully or partly paid
Shares or Debentures or partly in the one way and partly in the other. The Company may also on any
issue of Shares or Debentures, pay such brokerage as may be lawful.
LIEN
15. (i ) The Company shall have a first and paramount lien—
(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/her or his/her 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 Article. Provided further that fully paid up Shares
shall be free from all lien.
(ii) The Company’s lien, if any, on a Share shall extend to all dividends payable and bonuses
declared from time to time in respect of such Shares.
The Company may sell, in such manner as the Board thinks fit, any Shares on which the Company
has a lien:
547Provided 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 (14) 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.
16. (i) For the purpose of enforcing the aforesaid lien on the partly paid- up shares, the Board of
Directors may sell the Shares, subject to the terms hereof, in such manner as they shall think fit.
However, no sale shall be consummated, unless the sum in respect of which the lien exists is
presently payable and until notice in writing of the intention to sell shall have been served on
such Member, his executors or administrators or his committee, or other legal representatives as
the case may be, and a default shall have been made by him or them in the payment of such
sums payable as aforesaid, for a period of seven (7) days from the date of notice.
(ii) To give effect to any such sale, the Board may authorize any person to transfer the Shares sold
to the purchaser thereof and the purchaser shall be registered as the holder of the Shares
comprised in any such transfer. Upon any such sale as aforesaid, the certificates in respect of
the Shares sold, shall stand cancelled and become null and void and of no effect and the Board
of Directors shall be entitled to issue a new certificate or certificates in lieu of the sale to the
purchaser or purchasers concerned.
17. The net proceeds of any such sale, after payment of the costs of such sale, shall be applied in or
towards the satisfaction of the debts, liabilities or engagements of the defaulting Member and the
residue, (if any) shall, subject to a like lien for sums not presently payable as existed upon the Shares
before the sale, be paid to such Member or the person (if any) entitled by transmission to the Shares
so sold.
CERTIFICATES
18. (i) Every Person whose name is entered as a Member in the Register of Members shall be entitled
to receive within two (2) months after incorporation, in case of subscribers to the Memorandum
of Association or after allotment or within one (1) month after the application for the registration
of transfer or transmission or within such other period as the conditions of issue shall be
provided,—
(a) one certificate for all his/her Shares without payment of any charges; or
(b) several certificates, each for one or more of his/her Shares, upon payment of twenty (20)
rupees for each certificate after the first.
(ii) Every certificate shall specify the shares to which it relates and the amount paid-up thereon and
shall be signed by two Directors or by a director and the company secretary, wherever the
Company has appointed a company secretary.
(iii) In respect of any 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 for a Share to the person
whose name appears first in the Register of Members, of several joint holders shall be sufficient
delivery to all such holders.
19. The Board of Directors may in their absolute discretion allow or refuse sub-division of
Share/Debenture certificate where such sub-division will result in the issue of certificate for number
of Shares and/or Debentures which is less than the marketable lot, unless the sub-division is required
to be made to comply with a statutory provision or an order of a competent court of law.
20. If any certificate be worn out, defaced, mutilated or torn or if there be no further space on the back
thereof for endorsement of transfer or in case of sub- division or consolidation of Shares, then upon
production and surrender thereof to the Company, a new certificate may be issued in lieu thereof,
548and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the Company
and on execution of such indemnity as the Company deems adequate, a new certificate in lieu thereof
shall be given to the party entitled to such lost or destroyed certificate. Every certificate under this
Article shall be issued on payment of twenty rupees for each certificate . Provided that no fee shall
be charged for issue of new certificates in replacement of those which are old, defaced or worn out
or where there is not further space on the back thereof for endorsement of transfer or in case of sub-
division or consolidation of Shares.
(a) When a new share certificate has been issued in pursuance of sub clause (a) of this Article 18
(i), it shall state on the face of it and against the stub or counterfoil to the effect that it is “Issued
in lieu of Share Certificate No. _______”. The word “Duplicate” shall be stamped or punched
in bold letters across the face of the share certificate.
(b) Where a new share certificate has been issued in pursuance of this Article 18 (i), particulars of
every such share certificate shall be entered in a Register of Renewed and Duplicate Certificate
indicating against the names of the persons to whom the certificate is issued the number and
date of issue of the share certificate in lieu of which the new share certificate is issued, and the
necessary, changes indicated in the Register of Members by suitable cross reference in the
“Remarks” column.
(c) All blank forms to be issued for share certificates shall be printed and the printing shall be done
only on the authority of a resolution of the Board. The blank form shall be consecutively
machine numbered and the forms and the blocks, engravings, facsimiles and hues relating to the
printing of such forms shall be kept in the custody of the Secretary or such other person as the
Board may appoint for the purpose, and the Secretary or other persons aforesaid shall be
responsible for rendering an account of these forms to the Board.
(d) Managing Director of the Company, if the Company has no Managing Director, every Director
of the Company shall be responsible for the maintenance, preservation, and the safe custody of
all books and documents, relating to the issue of share certificates except the blank forms of
share certificates referred to in sub clause (d) of this Article 18 (i).
(e) All the books and documents referred to in this Article 18 shall be preserved in good order
permanently.
Provided that notwithstanding what is stated above, the Directors shall comply with such rules or
regulations and requirements of any stock exchange or the rules made under the Act or the rules
made under Securities Contracts (Regulation) Act, 1956, as amended or any other act or rules
applicable in this behalf.
The provisions of this Article shall mutatis mutandis apply to issue of certificates for any other
Securities, including Debentures, of the Company.
21. Every endorsement upon a share certificate in favour of any transferee thereof shall be signed by
such person for the time being authorized by the Board of Directors in that behalf.
22. The Board shall comply with requirements of Section 46 and rules notified under the Act relating to
the issue and execution of share certificates. The provisions of these Articles shall mutatis mutandis
apply to Debentures of the Company.
CALLS
23. The Board may, from time to time, make calls upon the Members in respect 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:
Provided that no call shall exceed one-fourth of the nominal value of the Share or be payable at less
than one month from the date fixed for the payment of the last preceding call. Further, provided that
the option or right to call of shares shall not be given to any person or persons without the sanction
of the Company in the General Meeting.
54924. Each Member shall, subject to receiving at least fourteen (14) days’ notice 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/her Shares.
25. A call may be revoked or postponed at the discretion of the Board.
26. 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 installments.
27. The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.
28. (i) If a sum called in respect of a Share is not paid before or on the day appointed for payment
thereof, the person from whom the sum is due shall pay interest thereon from the day appointed
for payment thereof, to the time of actual payment at such rate, as the Board may determine.
(ii) The Board shall be at liberty to waive payment of any such interest wholly or in part.
29. (i) Any sum which by the terms of issue of a Share becomes payable on 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 regulations, be deemed to be a call duly made and payable on the date on
which by the terms of issue such sum becomes payable.
(ii) 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.
30. The Board may, if it thinks fit, subject to the provisions of Section 50 of the Act, agree to and receive
from any Member willing to advance the same, whole or any part of the monies due upon the Shares
held by him beyond the sums actually called for and upon the amount so paid or satisfied in advance,
or so much thereof as from time to time exceeds the amount of the calls then made upon the Shares
in respect of which such advance has been made, the Company may (until the same would, but for
such advance, become presently payable) pay interest at such rate as may be agreed upon between
the Board and the Member paying the sum in advance. Provided that money paid in advance of calls
on any Share may carry interest but shall not confer a right to dividend or to participate in profits.
The Board may at any time repay the amount so advanced. The Member shall not be entitled to any
voting rights in respect of the moneys so paid by him until the same would, but for such payment,
become presently payable.
The provisions of these Articles shall mutatis mutandis apply to any calls on Debentures of the
Company.
Where any calls for further share capital are made on the shares of a class, such calls shall be made
on a uniform basis on all shares falling under that class. For the purposes of this Article, shares of
the same nominal value on which different amounts have been paid-up shall not be deemed to fall
under the same class.
FORFEITURE AND SURRENDER
31. If any Member fails to pay the whole or any part of any call or installment, any money due in respect
of any Shares either by way of principal or interest, on or before the day appointed for the payment
of the same, the Board of Directors may, at any time thereafter, during such time as the call or
installment or any part thereof or other money as aforesaid remain unpaid, or a judgment or decree
in respect thereof remains unsatisfied in whole or in part, serve a notice on such Member or on the
person (if any) entitled to the Shares by transmission, requiring him to pay such call or installment
or such part thereof or other moneys as remain unpaid together with any interest that may have
accrued and all expenses (legal or otherwise) that may have been incurred by the Company by reason
of such non-payment.
32. The notice aforesaid shall—
550(b) name a further day (not being earlier than the expiry of fourteen (14) days from the date of
service of the notice) on or before which the payment required by the notice is to be made; and
(c) 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.
33. If the requirements of any such notice as aforesaid shall not be complied with, any of the Shares in
respect of which such notice has been given, may, at any time thereafter but before payment required
by the notice has been made, be forfeited by a resolution of the Board to that effect.
34. When any Shares shall have been so forfeited, an entry of the forfeiture, with the date thereof, shall
be made in the Register of Members and notice of the forfeiture shall be given to the Member in
whose name they stood immediately prior to the forfeiture, but no forfeiture shall be in any manner
invalidated by any omission or neglect to give such notice or to make any entry as aforesaid.
35. Any Share so forfeited shall be deemed to be the property of the Company and may be sold, re-
allotted or otherwise disposed of either to the original holder thereof or to any other person upon
such terms and in such manner as the Board shall think fit.
36. The Board of Directors may, at any time before any Shares so forfeited shall have been sold, re-
allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions as they think fit.
37. Any person whose Shares have been forfeited shall, notwithstanding the forfeiture, be liable to pay
and shall forthwith pay to the Company all calls, installments, interest, expenses and other moneys
owing upon or in respect of such Shares, at the time of the forfeiture together with interest thereon
from the time of the forfeiture until actual payment, at such rates as the Board of Directors may
determine. The Board of Directors may, and shall be under no obligation to do so, enforce the whole
or a portion of the payment, as if it were a new call made at the date of the forfeiture.
38. The forfeiture of a Share shall involve the extinction, at the time of the forfeiture, of all interest in
and all claims and demands against the Company in respect of the Shares forfeited and all other
rights incidental to such Shares, except those rights as are expressly saved by these Articles.
39. The Board of Directors may, subject to the provisions of the Act, accept the surrender of any Shares
from or by any Member desirous of surrendering them, on such terms as they think fit.
40. A duly verified declaration in writing that the declarant is a Director, a manager or the secretary of
the Company and that a Share in the Company has been duly forfeited on a date stated in such
declaration, shall be conclusive evidence of the facts stated therein, as against all persons claiming
to be entitled to the Share.
41. Upon any sale after forfeiture or for enforcing a lien in the exercise of the powers herein before given,
the Board may appoint a person to execute an instrument of transfer of the Share sold and cause the
purchaser’s name to be entered in the Register of Members in respect of the Shares so sold, and the
Company may receive the consideration, if any, given for the Share on any sale, re-allotment or other
disposition thereof and the person to whom such Shares are sold, re-allotted or disposed of, may be
registered as the holder of the Share and he shall not be bound to see to the application of the
consideration/purchase 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 other disposal of
the Share, and after his name has been entered in the Register of Members in respect of such sold
Shares, the validity of the sale shall not be impeached by any person.
42. Upon any sale, re-allotment or other disposal of the Shares, under the provisions of the preceding
Articles, the certificate or certificates originally issued in respect of the relevant Shares shall (unless
the same shall, on demand by the Company, have been previously surrendered to it by the defaulting
Member) stand cancelled and become null and void and of no effect and the Board of Directors shall
be entitled to issue a new certificates in respect of the said Shares to the person or persons entitled
thereto.
TRANSFER AND TRANSMISSION OF SHARES
55143. The instrument of transfer of any Shares shall be in such form as may be prescribed under the Act
and in writing, and all the applicable provisions of the Act for the time being in force shall be duly
complied with, in respect of all transfers of Shares and the registrations thereof.
44. Every such instrument of transfer shall be executed by or on behalf of the transferor and by or on
behalf of the transferee and the transferor shall be deemed to remain the holder of such Share until
the name of the transferee is entered in the Register of Members in respect thereof.
45. The Company shall not register a transfer of Shares in the Company unless a proper instrument of
transfer duly stamped and executed by or on behalf of the transferor and by or on behalf of the
transferee and specifying the name, address and occupation, if any, of the transferee has been
delivered to the Company, within a period of sixty (60) days from the date of execution of such
instrument, along with the certificate relating to the Shares, unless no such share certificate is in
existence along with the letter of allotment of the Shares, in which case, an application in writing
may be made to the Company by the transferee and bearing the stamp required for an instrument of
transfer, such that it is proved to the satisfaction of the Board of Directors that the instrument of
transfer signed by or on behalf of the transferor and by or on behalf of the transferee, has been lost.
The Company may register the transfer on such terms as the Board may think fit provided further
that nothing in these Articles shall prejudice the power of the Company to register as shareholder
any person to whom the right to any Shares in the Company has been transmitted by operation of
law.
46. The Board may, subject to the right of appeal conferred by Section 58 of the Act, decline to register—
(a) the transfer or transmission of a Share, not being a fully paid up Share, to a person of whom
they do not approve; or
(b) any transfer or transmission of a Share, on which the Company has a lien; or
(c) any transfer or transmission of a Share which is in contravention of the Act, or any other
applicable law.
PROVIDED THAT registration of transfer or transmission 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. On giving not less than seven days’ previous notice in
accordance with section 91 of the Act and rules made thereunder, the registration of transfers may
be suspended at such times and for such periods as the Board may from time to time determine.
Provided that such registration shall not be suspended for more than thirty days at any one time or
for more than forty-five days in the aggregate in any year.
The Board may decline to recognize any instrument of transfer or transmission unless—
(a) the instrument of transfer is in the form as prescribed in 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.
47. No fee shall be charged for registration of transfer, transmission, probate, succession
certificate and letters of administration, certificate of death or marriage, power of attorney
or similar other documents.
48. If the Company refuses to register the transfer of any share or transmission of any right therein, the
Company shall within one month from the date on which the instrument of transferor intimation of
transmission was lodged with the Company, send notice of refusal to the transferee and transferor to
552the person giving intimation of transmission, as the case may be, and thereupon the provisions of the
Act shall apply.
49. A transfer of a share in the Company of a deceased Member thereof made by his legal representative
shall, although the legal representative is not himself a Member, be a valid as if he had been a
Member at the time of the execution of the instrument of transfer.
50. The instrument of transfer after registration shall be retained by the Company and shall remain in its
custody. All instruments of transfer which the Board of Directors may decline to register shall, on
demand, be returned to the person depositing the same. The Board of Directors may cause to be
destroyed, all transfer deeds lying with the Company for a period of ten (10) years or more.
51. The Board of Directors shall have the power, subject to provision of a prior notice by advertisement
to its Members, as required under the provisions of the Act, to close the transfer books of the
Company, the Register of Members or the Register of Debenture holders at such time or times and
for such period or periods as may be permissible, not exceeding thirty (30) days at a time.
52. The executors or administrators or a holder of a succession certificate in respect of the estate of a
deceased Member, not being one of two or more joint holders shall be the only persons recognized
by the Company as having any title to the Shares registered in the name of such deceased Member
and the Company shall not be bound to recognize such executors or administrators unless such
executors or administrators shall have first obtained Probate or Letters of Administration as the case
may be, from a duly constituted court in India, provided that in any case, where the Board of Directors
in their absolute discretion think fit, they may dispense with the production of Probate or Letters of
Administration or succession certificate, and under the provisions of Article 5554 hereto, register the
name of any person who claims to be absolutely entitled to the Shares standing in the name of a
deceased Member, as a Member.
53. Subject to the provisions of Article 54 hereof, any person becoming entitled to a Share in
consequence of the death, lunacy or insolvency of any Member, upon producing proper evidence of
the grant of Probate or Letters of Administrations or Succession Certificate or such other evidence
that he sustains the character in respect of which he purports to act under this Article or of his title to
the shares as the Board thinks sufficient may with the consent of the Board (which it shall not be
under any obligation to give), be registered as a Member in respect of such Shares, or may, subject
to the provisions of these Articles as to transfer hereinbefore contained, transfer such shares. This
clause is herein referred to as the transmission clause.
54. Subject to the provisions of the Act and these Articles, the Board of Directors shall have the same
right to refuse to register any such transmission until the same has been so verified or until or unless
an indemnity be given to the Company with regard to such registration which the Board of Directors
at their discretion shall consider sufficient, provided nevertheless that there shall not be any
obligation on the Company or the Board of Directors to accept any such indemnity.
NOMINATION OF SHARES
55. i) Notwithstanding anything contained hereinabove, every shareholder of the Company may at any
time, nominate, in the prescribed manner, a person to whom his shares in the Company shall
vest in the event of his death.
ii) Where the shares in the Company are held by more than one person jointly, the joint holders
may together nominate, in the prescribed manner, a person to whom all the rights in the
shares in the company, shall vest in the event of death of all the joint-holders.
iii) Notwithstanding anything contained in any other law for the time being in force or in any
deposition, whether testamentary or otherwise, in respect of such shares in the Company,
where a nomination made in the prescribed manner purports to confer on any person the
right to vest the shares in the Company, the nominee shall, on the death of the shareholder
or as the case may be, on the death of the joint holders become entitled to all the rights in
such shares, to the exclusion of all other persons, unless the nomination is varied or
cancelled in the prescribed manner.
553iv) Where the nominee is a minor, it shall be lawful for the holder of the shares, to make the
nomination to appoint in the prescribed manner, any person to become entitled to shares in
the Company, in the event of his death, during the minority.
TRANSMISSION OF SHARES BY NOMINEE
56. i) A nominee, upon production of such evidence as may be required by the Board, and subject to
the provisions hereinafter provided, elect either:
(a) himself/herself to be registered as holder of the Share; or
(b) to make a transfer of the Share or Debenture, as the deceased shareholder or debenture
holder, as the case may be, could have made.
ii) If the nominee elects to be registered as holder of the Share himself/herself, as the case may be,
he/she shall deliver or send to the Company, a notice in writing signed by him/her stating that
he/she so elects and such notice shall be accompanied with the death certificate of the deceased
shareholder.
iii) A nominee, upon becoming entitled to a Share/ Debenture by reason of the death of the holder
shall be entitled to the same dividends and other advantages to which he/she would be entitled
to, if he/she were the original registered holder of the Share/ Debenture, except that he/she shall
not, before being registered as a Member in respect of his Share or Debenture, be entitled in
respect of such Share/ Debenture, to exercise any right conferred by Membership in relation to
meetings of the Company.
Provided further that the Board may, at any time, give notice requiring any such person to elect either
to be registered himself/herself or to transfer the Share and if the notice is not complied with by such
nominee within ninety (90) days from the date of notice, the Board may thereafter withhold payment
of all dividends, bonuses or other moneys payable or rights accruing in respect of such
Share/Debenture, until the requirements of the notice have been complied with.
57. A person entitled to a Share by transmission shall subject to the right of the Board of Directors to
retain such dividends or monies as hereinafter provided, be entitled to receive and may give a
discharge for any dividends or other moneys payable in respect of the Share.
58. Every transmission of a Share shall be verified in such manner as the Board of Directors may require
and the Company may refuse to register any such transmission until the same be so verified or until
or unless an indemnity be given to the Company with regard to such registration which the Board of
Directors at their discretion shall consider sufficient provided nevertheless that there shall not be any
obligation on the Company or the Board of Directors to accept any indemnity.
59. The Company shall not charge any fee for registration of transfer or transmission in respect of Share
or Debentures of the Company.
60. The Company shall incur no liability or responsibility whatsoever in consequence of their registering
or giving effect to any transfer of Shares made or purporting to be made by any apparent legal owner
thereof (as shown or appearing in the Register of Members) to the prejudice of persons having or
claiming any equitable right title or interest (to or in such Shares), notwithstanding that the Company
may have received a notice prohibiting registration of such transfer and may have entered such notice
as referred thereto in any book of the Company, and save as provided by Section 89 of the Act, the
Company shall not be bound or required to regard or attend or give effect to any notice which may
be given to it of any equitable right, title or interest of any person, or be under any liability whatsoever
for refusing or neglecting so to do, though it may have been entered or referred to in some book of
the Company, but the Company shall nevertheless be at liberty to regard and attend to any such notice
and give effect thereto, if the Board of Directors so think fit.
55461. The Company shall keep a book called the “Register of Transfer” and therein shall be fairly and
distinctly entered, the particulars of every transfer and transmission of any Share in the Company.
62. The Company shall be entitled to treat the person whose name appears on the Register of Members
as the holder of any shares or other securities or whose name appears as the Beneficial owner of
shares or other securities in the records of Depository, as the absolute owner thereof.
DEMATERIALISATION OF SECURITIES
63. (a) Notwithstanding anything contained in these Articles, the Company shall be entitled to
dematerialize its Securities and to offer and deal in Securities in a dematerialized form pursuant
to the provisions of the Act, the Depositories Act and the rules framed thereunder.
(b) Securities in depositories to be in fungible form:
(i) All Securities held by a Depository shall be dematerialized and shall be in fungible form.
(ii) Nothing contained in Sections 89 of the Act shall apply to a Depository in respect of the
Securities held by it on behalf of the Beneficial Owners.
(c) Section 45 of the Act not to apply: Nothing contained in the Act or these Articles regarding the
necessity of having distinctive number for Securities issued by the Company shall apply to
securities held in a depository.
64. Option to receive Security certificates or hold Securities with depository:
(a) Every person subscribing to Securities offered by the Company shall have the option to
receive and/or deal-in the security certificates or hold Securities with a Depository.
(b) Where a person opts to hold a Security with a Depository the Company shall intimate such
Depository the details of allotment of the Security and on receipt of such information the
Depository shall enter in its record the name of the allottees as the Beneficial Owner of such
Security(ies).
(c) Register and Index of beneficial owners
(i) The Company shall be entitled to keep in any country outside India a branch Register and
Index of beneficial owners residing outside India.
(ii) The Depository shall intimate SEBI of the place where the records and documents are
maintained.
(iii) Subject to the provisions of any law, the depository shall preserve records and documents
for a minimum period of eight years
(d) Rights of Depositories And Beneficial Owners:
Notwithstanding anything to the contrary contained in the Articles or any other law for the time
being in force, a Depository shall be deemed to be the registered owner for the purposes of
effecting transfer of ownership of the Security on behalf of the Beneficial Owner.
(i) Save as otherwise provided in (i) hereinabove, the Depository as a registered owner shall
not have any voting rights or any other rights in respect of Securities held by it.
(ii) Every person holding Securities of the Company and whose name is entered as a Beneficial
Owner in the records of the Depository shall be deemed to be a Member of the Company.
The Beneficial Owner shall be entitled to all the rights and benefits and be subjected to all
the liabilities in respect of his Securities held by a Depository.
(e) Depository to furnish information:
555Every Depository shall furnish to the Company, information regarding the transfer of Securities
in the name of the Beneficial owners at such interval and in such manner as may be specified by
the Bye Laws and the Company in that behalf.
(f) Notwithstanding anything in the Act or these Articles to contrary where Securities are held
in a depository the records of beneficial ownership may be served by such depository on the
Company means of electronic mode or by delivery of floppies or discs.
(g) Option to opt out in respect of any security.
(i) If a Beneficial Owner seeks to opt out of a Depository in respect of any Security, the
Beneficial Owner shall inform the Depository accordingly.
(ii) The Depository shall on receipt of an intimation as above, make appropriate entries in its
records and shall inform the Company.
(iii) The Company shall within thirty (30) days of the receipt of intimation from the Depository
and on fulfillment of such conditions and on payment of such fees as may be specified by
these Articles, issue the certificate of securities to the Beneficial Owner of the transferee as
the case may be.
65. Nothing contained in section 56 of the Act, shall apply to transfer of Securities effected by the
transferor and the transferee both of whom are entered as Beneficial Owner in the record of the
Company.
COPIES OF MEMORANDUM AND ARTICLES TO BE SENT TO MEMBERS
66. Copies of the Memorandum and Articles of Association of the Company and other documents as
may be referred in the Act shall be sent by the Company to every Member at his request on payment
of the sum per page as may be prescribed from time to time by the Board of Directors.
CONVERSION OF SHARES INTO STOCK
67. The Company in its General Meeting may alter its Memorandum to:
(a) convert all or any of its fully Paid-Up Shares into stock; and
(b) re-convert any stock into fully Paid-Up Shares of any denomination;
68. The holders of stock may transfer the same or any part thereof in the same manner as and subject to
the same regulations 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 shares from which the stock across.
69. The holders of stock shall, according to the amount of stock held by them, have the same rights,
privileges and advantages as regards dividends, participation in profits, voting and 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 as regard dividends, participation in the 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.
70. Such of the regulations of the Company (other than those relating to share warrants) as are applicable
to Paid-Up Shares shall apply to stock and the words “Share” and “Shareholders” in these Articles
shall include stock and stockholders respectively.
INCREASE, REDUCTION AND ALTERATION OF CAPITAL
55671. The Company may, from time to time, by ordinary resolution increase the share capital by such sum,
to be divided into Shares of such amount, as may be specified in the resolution.
72. Subject to the provisions of Section 61 of the Act, the company may, by ordinary resolution in its
General Meeting,—
(a) increase its authorized share capital by 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) convert all or any of its fully paid-up Shares into stock, and reconvert that stock into fully paid-
up Shares of any denomination;
(d) sub-divide its existing Shares or any of them into Shares of smaller amount than is fixed by the
memorandum;
(e) 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;
73. The Company may, by special resolution, reduce in any manner and with, and subject to, any incident
authorized and consent required by law,—
(a) its share capital;
(b) any capital redemption reserve account; or
(c) any share premium account.
74. (1) Where at any time, the Company proposes to increase its subscribed capital by the issue of
further Shares, such Shares shall be offered –
(a) to persons who, at the date of the offer, are holders of equity Shares of the Company in
proportion, as nearly as circumstances admit, to the paid-up share capital on those Shares
by sending a letter of offer subject to the following conditions, namely:—
(i) the offer shall be made by notice specifying the number of Shares offered and limiting a
time not being less than fifteen (15) days or such lesser number of days as may be prescribed
by the Act and not exceeding thirty (30) days from the date of the offer within which the
offer, if not accepted, shall be deemed to have been declined;
(ii) subject to the provisions of these Articles, the offer aforesaid 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 referred to in clause (i) of Article 73(1)(a)
herein above shall contain a statement of this right;
(iii) after the expiry of the time specified in the notice aforesaid, 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
dis-advantageous to the shareholders and the Company;
(b) to employees under a scheme of employees’ stock option, subject to special resolution
passed by company and subject to such conditions as may be prescribed under the Act and
any other law in force at the time, including the conditions set out under the employees’
stock option guidelines issued by the SEBI (as may be applicable); or
(c) to any persons, if it is authorized by a special resolution, whether or not those persons
include the persons referred to in clause (a) or clause (b) hereinabove, either for cash or for
a consideration other than cash, if the price of such Shares is determined by the valuation
557report of a registered valuer subject to such conditions as may be prescribed under the Act
and rules framed thereunder.
(2) The notice referred above shall be dispatched through registered post or speed post or through
electronic mode or courier or any other mode having proof of delivery to all the existing
shareholders at least three days before the opening of the issue.
75. Nothing in this Article shall apply to the increase of the subscribed capital of the Company caused
by the exercise of an option as a term attached to the Debentures issued or loan raised by the
Company to convert such Debentures or loans into Shares in the Company:
Provided that the terms of issue of such Debentures or loan containing such an option have been
approved before the issue of such Debentures or the raising of loan by a special resolution passed by
the Company in a General Meeting.
76. (1) Except so far as otherwise provided by the conditions of issue or by these Articles, any capital
raised by the creation of new Shares shall be considered part of the original capital and shall be
subject to the provisions herein contained with reference to the payment of calls and installments,
transfer and transmission, forfeiture, lien, surrender, voting or otherwise.
(2) Subject to the provisions of the Act and the rules framed thereunder, the Company shall have
the power to issue preference shares which are, or at the option of the Company, liable to be
redeemed within a period not exceeding twenty (20) years from the date of issue and the
redemption may, subject to the provisions of the Article hereof and the Act and rules framed
thereunder, be effected in the manner and subject to the terms and provisions of its issue
(3) On the issue of redeemable Preference Shares under the provisions of Article 75(2) herein above,
the following provisions shall take effect:
(a) no such Shares shall be redeemed except out of profits of the Company which would
otherwise be available for dividend or out of the proceeds of the fresh issue of Shares made
for the purpose of redemption.
(b) no such Shares shall be redeemed unless they are fully paid;
(c) the premium if any payable on redemption shall be provided, for out of the profits of the
Company or the Company’s Securities Premium Account before the Shares are redeemed;
(d) where any such Shares are redeemed otherwise than out of the proceeds of a fresh issue,
there shall, out of the profits, transfer a sum equal to the nominal amount of the Shares to
be redeemed, which would otherwise have been available for dividend, to a reserve fund, to
be called the “Capital Redemption Reserve Account”, and the provisions of the Act relating
to the reduction of the Share Capital of the Company shall apply as if the Capital
Redemption Reserve Account were paid-up share capital of the Company.
77. The Company may, subject to the provisions of the Act, from time to time by special resolution
reduce its share capital and in particular may pay off any paid up share capital upon the footing that
it may be called up again or otherwise and may, if and so far as is necessary, alter its Memorandum
by reducing the amount of its share capital and of its Shares accordingly. Provided that no such
reduction shall be made if the Company is in arrears in the repayment of any deposits it may have
accepted, or the interest payable thereon.
78. The right conferred upon the holders of Shares of any class issued with preferred or other rights shall
not, unless otherwise expressly provided by terms of issue of the Shares of that class, be deemed to
be varied by the creation or issue of further Shares ranking pari passu herewith.
MODIFICATION OF RIGHTS
79. If at any time the share capital is divided into different classes, the rights attached to any class of
Shares (unless otherwise provided by the terms of issue of the Shares of that class) may, subject to
558the provisions of the Act, be modified, commuted, affected, abrogated or varied (whether or not the
Company is being wound up) with the consent in writing of the holders of not less than three fourths
of the issued Shares of that class, or with the meeting of the holders of that class of Shares and all
the provisions hereinafter contained as to General Meeting shall mutatis mutandis apply to every
such meeting.
JOINT HOLDERS
80. Where two or more persons are registered as the holders of any Share they shall be deemed to hold
the same as joint tenants with benefits of survivorship, subject to the following and other provisions
in the Articles;
(a) The Company may be entitled to decline to register more than three (3) persons as the joint
holders of any Share(s).
(b) The joint holders of any Share shall be liable severally as well as jointly for and in respect of all
calls and other payments which ought to be made in respect of such Share.
(c) On the death of any such joint holder the survivor or survivors shall be the only person or persons
recognized by the Company as having any title to the Share but the Board of Directors may
require such evidence of deaths they may deem fit and nothing herein contained shall be taken
to release the estate of deceased joint holder from any liability in respect of the Shares held by
him jointly with any other person.
(d) Only the person whose name stands first in the Register of Members may give effectual receipts
for any dividends or other moneys payable in respect of such share.
(e) Only the person whose name stands first in the Register of Members as one of the Joint holders
of any Share shall be entitled to delivery of the Certificate relating to such Share or to receive
documents from the Company and any documents served on or sent to such person shall be
deemed service on all the joint holders.
(f) Any one of two or more joint holders may vote at any meeting either personally or by proxy in
respect of such Shares as if he were solely entitled thereto and if more than one of such joint
holders be present at any meeting personally or by proxy than that one of such persons so present
whose name stands first or higher (a the case may be) on the Register in respect of such Shares
shall be entitled to vote in respect thereof but the other or others of the joint holders shall be
entitled to be present at the meeting provided always that joint holders present at any meeting
personally shall be entitled to vote in preference to a joint holder present by proxy although the
name of such joint holder present by proxy stands first or higher in the Register in respect of
such Shares, several executors or administrators of a deceased Member in whose (deceased
Member's) sole name any Share stands shall for the purposes of this sub-clause be deemed joint
holders.
DECLARATION BY PERSON NOT HOLDING BENEFICIAL INTEREST IN ANY SHARE
81. (a) Notwithstanding anything herein contained, a person whose name is at any time entered in the
Register of Members of the Company as the holder of a Share in the Company, but who does
not hold the beneficial interest in such share shall, within such time and in such form as
prescribed under the Act, make a declaration to the Company specifying the name and other
particulars of the person or persons who hold the beneficial interest in such Share in such manner
as may be required under the provisions of the Act.
(b) A person who holds a beneficial interest in a Share or a class of Shares of the Company, shall
within the time prescribed under the Act after his becoming such Beneficial Owner, make a
declaration to the Company specifying the nature of his interest, particulars of the person in
whose name the shares stand in the Register of Members of the company and such other
particulars as may be required under the provisions of the Act.
(c ) Whenever there is a change in the beneficial interest in the Share referred to above, the
559Beneficial Owner shall within a period of thirty (30) days from the date of such change make a
declaration to the Company in such form and containing such particulars may be required under
the provisions of the Act.
(d ) Notwithstanding anything contained in the provisions of the Act and the Articles hereof, where
any declaration referred to above is made to the Company the Company shall make a note of
such declaration in the Register of Members and file within the time prescribed from the date of
receipt of the declaration a return in the prescribed form with the Registrar with regard to such
declaration.
82. Notwithstanding anything contained in these Articles but subject to the provisions of Sections 68 to
70 of the Act and any other applicable provision of the Act and rules there under or any other law
for the time being in force, the Company may purchase its own shares or other specified Securities.
BORROWING POWERS
83. Subject to the provision of Section 180 (1) (c) of the Act and these Articles and without prejudice to
the other powers conferred by these Articles, the Board of Directors shall have the power from time
to time at their discretion, by a resolution passed at a meeting of the Board and not by circular
resolution, to borrow monies provided that the total amount borrowed at any time together with the
monies already borrowed by the Company (apart from temporary loans obtained from the
Company’s bankers in the ordinary course of business) shall not, without the consent of the Company
in General Meeting, exceed the aggregate of the paid up capital of the Company and its free reserves
that is to say, reserves not set apart for any specific purpose. Such consent shall be obtained by a
special resolution which shall provide for the total amount up to which monies may be borrowed by
the Board. The expression “temporary loans” in this Article means loans repayable on demand or
within six (6) months from the date of the loans such as short term loans, cash credit arrangements,
discounting of bills and the issue of other short-term loans of seasonable character but does not
include loans raised for the purpose of financing expenditure of a capital nature.
84. Subject to the provisions of the Act and these Articles, the Board of Directors may by a resolution
passed at a meeting of the Board and not by circular resolution, secure the payment of such sum or
sums in such manner and upon such issue of bonds, perpetual or redeemable debentures or debenture
stock, or any mortgage or charge or other security on the undertaking of the whole or any part of the
property, undertaking of the company (both present and future). Provided that consent of the
Members by way of special resolution would be necessary for security to be created on whole or
substantially whole of the undertaking. For the purposes of this Article:
(i) “undertaking” shall mean an undertaking in which the investment of the company exceeds
twenty per cent of its net worth as per the audited balance sheet of the preceding financial year
or an undertaking which generates twenty per cent. of the total income of the company during
the previous financial year;
(ii) the expression “substantially the whole of the undertaking” in any financial year shall mean
twenty per cent or more of the value of the undertaking as per the audited balance sheet of the
preceding financial year.
85. Any bonds, Debentures, debenture-stock or other Securities issued or to be issued by the Company,
shall be under the control of the Board of Directors, who may issue them upon such terms and
conditions and in such manner and for such consideration as they shall consider to be for the benefit
of the Company.
86. Debentures, debenture-stock, bonds or other Securities may be made assignable, free from any
equities between the Company and the person to whom the same may be issued.
87. Subject to the provisions of the Act and these Articles, any bond, Debentures, debenture stock or
other Securities, may be issued at par, premium or otherwise and with any special rights, privileges
and conditions as to redemption, surrender, drawings, allotment of Shares, attending (but not voting)
at a General Meeting, appointment of Directors or otherwise. Provided that the Debentures with the
560right to allotment of or conversion into Shares shall not be issued except with the sanction of the
Company in a General Meeting by a special resolution.
88. The Board shall cause a proper Register to be kept in accordance with the provisions of the Act, of
all mortgages, Debentures and charges specifically affecting the property of the Company including
all floating charges on current assets of the Company and fixed charges on the undertaking or any
property of the Company, and shall cause the requirements of the Act in relation to charges be duly
complied with.
DEBENTURES
89. The Company shall have the power to issue debentures whether convertible or nonconvertible, and
whether linked to issue of equity shares or not, among Members, but in exercising, this power,
provisions of these Articles and the Act and any statutory modifications thereof shall be complied
with.
REGISTRATION OF CHARGES
90. (a) The provisions of Chapter VI of the Act relating to registration of charges which expression
shall include mortgage shall be complied with.
(c) In the case of a charge created out of India and comprising solely of property situated
outside India the relevant provisions of the Act shall be complied with.
(c) Where a charge is created in India but comprises property outside India, the instrument creating
or proposing to create the charge under that section or a copy thereof verified in the prescribed
manner, may be filed for registration notwithstanding that further proceedings, may be necessary
to make the charge valid or effectual according to the law of the country of which the property
is situated.
(d) Where any charge on any property of the Company required to be registered under the Act has
been so registered, any person acquiring such property or any part thereof or any share or interest
therein, shall be deemed to have notice of the charge as from the date of such registration.
(e) In respect of registration of charges on properties acquired subject to charge, the relevant
provisions of the Act shall be complied with.
(f) The Company shall also comply with the provisions of the relevant provisions of the Act and
the rules framed thereunder, relating to security to be created in case of series of Debenture
entitling holders to any charge to the benefit of which the Debenture holder of that series are
entitled.
GENERAL MEETINGS
91. Subject to the provisions of the Act, the Company shall, in addition to any other meeting, hold a
General Meeting (hereinafter called “Annual General Meeting”) at the intervals and in accordance
with the requirement of the Act and not more than fifteen (15) months shall elapse between the date
of one Annual General Meeting of the Company and that of the next.
92. All General Meetings other than Annual General Meeting shall be called Extra-Ordinary General
Meetings.
93. The Board of Directors may call an Extraordinary General Meetings whenever they think fit.
94. (1 ) The Board of Directors shall at the requisition made by such number of Members who hold, on
the date of the receipt of the requisition, not less than one-tenth of such of the paid-up share
capital of the Company as on that date carries the right of voting, proceed duly to call an
Extraordinary General Meeting of the Company and the provisions the Act and the provisions
of the Articles herein below contained shall be applicable to such Extraordinary General
Meeting.
561(2) The requisition shall set out the matters for the consideration of which the meeting is to be called,
shall be signed by the requisitionists, and shall be deposited at the Registered Office of the
Company.
(3) The requisition may consist of several documents of the like form each signed by one or more
requisitionists.
(4) Where two or more distinct matters are specified in the requisition, the provisions of Clause (1)
of Article 93 above shall apply separately in regard to each such matter, and the requisition shall
accordingly be valid only in respect of those matters in regard to which the conditions specified
in that clause are fulfilled.
(5) If the Board of Directors do not, within twenty one days form the date of the receipt of a valid
requisition in regard to any matter, proceed duly to call a meeting for the consideration of those
matter, on a day not later than forty five days from the date of the receipt of the requisition. The
meeting may be called by the requisitionists themselves or by such of the requisitionists as
represent either majority in value for the paid up share capital held by all of them, or not less
than one-tenth of such of the paid up share capital of the Company as is referred to in Article
93(1) above whichever is less, shall proceed to call and hold meeting within three months from
the date of the requisition.
(6) Any reasonable expenses incurred by the requisitionists by reason of the failure of the Board
duly to call a meeting shall be repaid to the requisitionists by the Company and any sum so
repaid shall be retained by the Company out of any sums due or to become due from the
Company by way of fees or other remuneration for their services to such of the Board of
Directors as were in default.
95. (1) A General Meeting of the Company may be called by giving not less than clear twenty-one days’
notice in writing or by electronic mode in the manner set out under the Act.
(2) However, the General Meeting may be called after giving a shorter notice (i.e., lesser than
twenty-one days), if the consent is accorded thereto in writing or by electronic mode by not less
than ninety-five percent of the Members entitled to vote at such General Meeting.
96. (1) Every notice of a meeting of the Company shall specify the place, the date and hour of the
meeting and shall contain a statement of the business to be transacted at such General Meeting.
(2) In every notice there shall appear with reasonable prominence a statement that a Member entitled
to attend and vote is entitled to appoint a proxy to attend and vote instead of himself and that a
proxy need not be a Member of the Company.
97. (1) In the case of an Annual General Meeting all business to be transacted at the meeting shall be
deemed special, with the exception of business relating to:
(i) the c onsideration of the financial statements including balance sheet and the profit and loss
account statements and the report of Board of Directors and the auditors.
(ii) the declaration of dividend.
(iii) the appointment of and the fixing of the remuneration of the auditors.
(iv) the appointment of Directors in the place of those retiring.
(2) In the case of any other meeting all business shall be deemed special.
(3) Where any item of business to be transacted at the meeting is deemed to be special as aforesaid,
there shall be annexed to the notice of the meeting, a statement setting out all material facts
concerning each item of special business to be transacted at a General Meeting, shall be annexed
to the notice calling such meeting, namely:—
562(a) the nature of concern or interest, financial or otherwise, if any, in respect of each items of—
(i) every director and the manager, if any;
(ii) every other key managerial personnel; and
(iii) relatives of the persons mentioned in sub-clauses (i) and (ii);
(b) any other information and facts that may enable Members to understand the meaning, scope
and implications of the items of business and to take decision thereon.
(4) Where any item of business to be transacted at the meeting consists of according approval of the
meeting to any document, the time and place where the document can be inspected shall be
specified in the explanatory statement.
(5) “Postal Ballot”: Members will be entitled to vote by Postal Ballot for only those resolutions as
may be notified by the Central Government from time to time, in the manner and in accordance
with the provisions of the Act and the rules framed thereunder. If a resolution is passed by the
requisite majority of the shareholders by means of postal ballot, it shall be deemed to have been
passed at a General Meeting convened in that behalf.
(6) Notwithstanding anything to the contrary contained in these Articles, any reference made to a
resolution by the Members of the Company at any General Meeting shall also be deemed to
include a resolution passed by postal ballot in accordance with the provisions contained in these
Article whether or not the subject matter of such resolution is a matter for which resolution by
postal ballot is compulsory under the applicable provisions of the Act or any other law for the
time being in force.
(7) Notices and other documents of General Meeting of the Company may also be given to every
Member of the Company by e-mail, provided that every Member should be given an advanced
opportunity to register their e-mail address and changes therein from time to time with the
Company or its Registrar and Share transfer agents. In case any Member has not registered his
e-mail address with the Company, the service of notice and documents shall be in physical and
in accordance with the provisions of Act.
98. Notice of every meeting shall be given to every Member of the Company in any manner authorized
by the Act and by these Articles, it shall be given to the persons entitled to a Share in consequence
of the death or insolvency of a Member by sending it through the post in a prepaid letter addressed
to them by name, or by the time of the representative of the deceased or assignees of the insolvent or
by any like description at the address, if any, in India supplied for the purpose by the persons claiming
to be so entitled or until such an address has been so supplied, by giving the notice in any manner in
which it might have been given if the death or insolvency had not occurred.
99. Notwithstanding anything contrary contained in these Articles, the Company may, in pursuance of
and subject to compliance with the provisions of applicable rules, regulations, circulars, guidelines,
notifications, etc. as may be specified by the Ministry of Corporate Affairs (MCA), SEBI, or any
competent authority and the provisions, if any, which may be laid down in this regard by any
amendment in or re-enactment of the Companies Act or by the rules, regulations made there under
or the SEBI guidelines and notifications, from time to time, allow the Member(s) of the Company
to participate in the General Meeting(s) of the Members through any type of electronic mode like
video conferencing, etc. and the Members so participating shall be deemed to be present in such
General Meeting(s) for the purpose of the quorum, voting, recording and all other relevant provisions
in this regard.
For conducting the aforesaid meetings, the Company shall follow the procedure specified under the
applicable laws for the time being in force and the rules, regulations, circulars, notifications,
guidelines, etc. issued / to be issued from time to time by MCA, SEBI or any other competent
authority(ies) in this regard.
563100. Notice of every meeting of the Company and every other communication relating to any General
Meeting of the Company which any Member of the Company is entitled to have sent to him, shall
be given to the Auditor or Auditors for the time being of the Company in the manner authorized by
the provisions of the Act, as in the case of any Member or Members of the Company.
101. The accidental omission to give notice of any meeting to or the non-receipt of any notice by any
Member or to the other person to whom it should be given shall not invalidate the proceedings at the
meeting or the resolutions passed thereat.
102. (1) Where by any provision contained in the Act or in these Articles, a special notice is required for
any resolution, notice of the intention to move the resolution shall be given to the Company not
less than fourteen (14) days before the meeting at which it is to be moved exclusive of (i) the
days on which the notice is served or deemed to be served; and (ii) the day of the meeting.
(2) The Company shall, immediately after the notice of the intention to move any such resolution
has been received by it give its Members notice of the resolution in the same manner as it gives
notices of the meeting, or if that is not practicable, shall give them notice thereof either by
advertisement in a newspaper having an appropriate circulation or in any other mode allowed
by the Articles, not less than seven days before the meeting.
103. Upon requisition in writing of such number of Members as required in Article 93 hereof, the Board
of Directors shall duly comply with the obligation of the Company under the Act relating to
circulation of Members resolutions and statement.
104. A certificate in writing, signed by the Secretary or by a Director or some officer appointed by the
Board of Directors for the purpose, to the effect that according to the best of his belief the notice
convening the meeting have been duly given, shall be conclusive evidence thereof.
105. No Annual General Meeting or Extraordinary General Meeting shall be competent to enter upon,
discuss or transact any business, a statement of which has not been specified in the notice convening
such meeting, except as provided in the Act.
PROCEEDING AT GENERAL MEETINGS
106. Save as otherwise provided herein, the quorum for the general meetings shall be as provided in
Section 103 of the Act.
107. If within half an hour after the time appointed for the holding of a General Meeting, valid quorum is
not present, the meeting, if convened on the requisition of shareholders shall be dissolved and in
every other case shall stand adjourned to the same day in the next week or if the day is a public
holiday until the next succeeding day which is not a public holiday at the same time and place or to
such other day, time and place as the Board of Directors may by notice to the shareholders appoint.
If at such adjourned meeting, a valid quorum is not present within half an hour, those Members
present shall be a quorum and may transact the business for which the meeting was called.
108. No business shall be transacted at any adjourned meeting other than the business which might have
been transacted at the meeting from which the adjournment took place.
109. The Chairman of the Board of Directors shall be entitled to take the Chair at every General Meeting
if there be no Chairman, or if at any meeting he shall not be present within 15 minutes after the time
appointed for holding such meeting or is unwilling to act the Board of Directors present may choose
a Chairman, and in default of their doing so the Members present shall choose one of the Board of
Directors to be the Chairman, and if no Director present be willing to take the Chair, the Members
personally present shall choose one of the Member to be the Chairman.
110. (1) No business shall be discussed at any General Meeting, except the election of Chairman whilst
the Chair is vacant.
(2) If a poll is demanded on the election of the Chairman, it shall be taken forthwith in accordance
with the provisions of the Act and these Articles, and the Chairman so elected on a show of
hands shall continue to be the Chairman of the meeting and exercise all the powers of the
564Chairman under the Act and these Articles, until some other person is elected as Chairman as a
result of the poll and such other person shall be the Chairman for the rest of the meeting.
111. The Chairman with the consent of any meeting at which a quorum is present, can adjourn any meeting
from time to time and from place to place in the city or town or village where the registered office
of the Company is situated.
112. At any General Meeting a resolution put to the vote at the meeting shall, unless a poll is (before or on
the declaration of the result on a show of hands) demanded, be decided on a show of hands and unless
a poll is so demanded, a declaration by the Chairman that a resolution has been carried, either
unanimously or by a particular majority, and an entry to that effect in the books containing the minutes
of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the
number or proportion of the votes cast in favour of or against such resolution.
113. Before or on declaration of the result of the voting on a show of hands, the Chairman may on his own
motion, order a poll to be taken. Poll shall also be ordered by Chairman if it is demanded by one or
more Members present at the meeting in person or by proxy and holding shares or being entitled to
votes at least to the extent stipulated under the provisions of the Act. The demand for a poll may be
withdrawn at any time by the person or persons who made the demand.
114. A poll demanded on any question (other than the election of the Chairman or on question of
adjournment, which shall be taken forthwith) shall be taken at such place in the city/town or village
in which the Registered Office of the Company is situate and at such time not being later than forty
eight hours from the time when the demand was made as the Chairman may direct. Subject to the
provisions of the Act, the Chairman of the meeting shall have power to regulate the manner in which
a poll shall be taken, including the power to take the poll by open voting or by secret ballot and either
at once or after the interval or adjournment or otherwise and the result of the poll shall be deemed to
be the decision of the meeting on the resolution, on which the poll was taken.
115. Where a poll is to be taken, the Chairman of the meeting shall appoint such number of persons, as
he deems necessary, to scrutinize the poll process and votes given on the poll and to report thereon
to him in the manner as may be prescribed under the Act. The Chairman of the meeting shall have
power to regulate the manner in which the poll shall be taken.
116. The demand for a poll shall not prevent the continuance of a meeting for transaction of any business
other than the question on which the poll has been demanded.
117. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the
meeting at which the show of hands has taken place or at which the poll is demanded, shall be entitled
to second or casting vote in addition to the vote or votes to which he may be entitled as a Member.
118. At every Annual General Meeting of the Company there shall be laid on the tables the Director’s
Report and audited statement of accounts, auditors report (if not already incorporated in the statement
of accounts), the Proxy Register with proxies and the Register of Directors and KMPs shareholding
maintained under the Act. The auditor’s report shall be read before the Company in its General
Meeting and shall be open to inspection by any Member of the Company.
119. (1) A copy each of the following resolutions (together with a copy of the statement of material
facts annexed to the notice of the meeting in which such resolution has been passed) and agreements
shall, within a period of thirty (30) days after the passing of the resolution or making thereof, be
printed or typewritten and duly certified under the signature of an officer of the Company and filed
with the Registrar, in such manner and with such fees as prescribed under the Act and the rules framed
thereunder:
(a) special resolutions;
(b) resolutions which have been agreed to by all the Members of the Company, but which, if
not so agreed to, would not have been effective for their purpose unless they had been
passed as special resolutions;
565(c) any resolution of the Board of Directors of the Company or agreement executed by the
Company, relating to the appointment, re-appointment or renewal of the appointment, or
variation of the terms of appointment, of a managing director;
(d) resolutions or agreements which have been agreed to by any class of Members but which,
if not so agreed to, would not have been effective for their purpose unless they had been
passed by a specified majority or otherwise in some particular manner;
(e) all resolutions or agreements which effectively bind such class of Members though not
agreed to by all those Members;
(f) resolutions passed by a company according consent to the exercise by its Board of
Directors of any of the powers under clause (a) and clause (c) of sub-section (1) of Section
180 of the Act;
(g) resolutions requiring the Company to be wound up voluntarily passed in pursuance of
Section 304 of the Act;
(h) resolutions passed in pursuance of sub-section (3) of Section 179 of the Act; and
(i) any other resolution or agreement as may be prescribed under the Act and the rules framed
thereunder and placed in the public domain.
120. The Company shall cause minutes of all proceedings of every General Meeting to be kept in
accordance with the provisions of the Act by making, within thirty (30) days of the conclusion of
each such meeting, entries thereof in books kept for that purpose with their pages consecutively
numbered. Each page of every such book shall be initiated or signed and the last page of the record
of proceedings of each meeting in such books shall be dated and signed by the Chairman of the same
meeting. Any such minutes kept as aforesaid shall be evidence of the proceedings recorded therein.
121. The books containing the aforesaid minutes shall be kept at the registered office and be open during
business hours to the inspection of any Member without charge, subject to such reasonable
restrictions the Company may by these Articles or in General Meeting impose in accordance with
provisions of the Act. Any Member shall be entitled to be furnished, within seven (7) days after he
had made a request in that behalf to the Company, with a copy of the minutes on payment of such
sum as prescribed under the Act.
122. No report of the proceedings of any General Meeting of the Company shall be circulated or
advertised at the expenses of the Company unless it includes the matters required by these Articles
or such information as required by the Act to be contained in the Minutes of the proceedings of such
meeting.
VOTES OF MEMBERS
123. Subject to the provisions of the Act and these Articles, votes may be given either personally or by
proxy or in the case of a body corporate also by a representative duly authorized under a resolution.
124. (1) Subject to any rights or restrictions for the time being attached to any class or classes of
Shares,—
(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.
(2) A Member may exercise his vote at a meeting by electronic means in accordance with the
provisions of the Act.
(3) (i) In the case of joint holders, the vote of the senior who tenders a vote, whether in
person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders.
566(ii) For this purpose, seniority shall be determined by the order in which the names stand in the
Register of Members.
(4) A Member of unsound mind, or in respect of whom an order has been made by any court having
jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or
other legal guardian, and any such committee or guardian may, on a poll, vote by proxy.
(5) Any business other than that upon which a poll has been demanded may be proceeded with,
pending the taking of the poll.
(6) No Member shall be entitled to vote at any General Meeting unless all calls or other sums
presently payable by him in respect of his Shares in the Company have been paid.
(7) (i) No objection shall be raised to the qualification of any voter except at the meeting
or adjourned meeting at which the vote objected to is given or tendered, and every vote not
disallowed at such meeting shall be valid for all purposes.
(ii) Any such objection made in due time shall be referred to the Chairman of the meeting,
whose decision shall be final and conclusive.
125. Any person entitled under the transmission clause to transfer any Share, shall not be entitled to be
I .•
present; or to vote at any meeting either personally or by proxy in respect of such Shares, unless at
least forty eight (48) hours before the time for holding the meeting or adjourned meeting as the case
may be; at which he proposes to be present and to vote, he shall have satisfied the Directors of his
right to transfer such Shares (as to which the opinion of the Board of Directors shall be final) or
unless the Board of Directors shall have previously admitted his right to vote in respect thereof.
126. Any Member entitled to attend and vote at a meeting of the Company shall be entitled to appoint
another person (whether a Member or not) as his proxy to attend and vote instead of himself, but a
proxy so appointed shall not have any right to speak at the meeting.
127. Every proxy shall be appointed by an instrument in writing signed by the appointer or his attorney
duly authorized in writing, or if the appointer is a body corporate be signed by an Officer or an
attorney duly authorized by it.
128. (1) The instrument of proxy shall be deposited at the office of the Company not less than forty eight
(48) hours before the time for holding the meeting at which the person named in the instrument
proposes to vote and in default, the instrument proxy shall not be treated as valid.
(2) Every Member entitled to vote at a meeting of the Company according to the provisions of these
Articles on any resolution to be moved thereat, shall be entitled during the period beginning
twenty-four hours before the time fixed for the commencement of the meeting and ending with
the conclusion of the meeting, to inspect, the proxies lodged at any time during the business
hours of the Company provided not less than three days' notice in writing of the intention so to
inspect is given to the Company.
129. An instrument appointing a proxy shall be in such form as may be prescribed by the Act from time
to time.
130. If any such instrument be confined to the object of appointing a proxy for voting at a meeting of the
Company, it shall remain permanently or fix such time as the Board of Directors may determine, in
the custody of the Company, and if embracing other object, a copy thereof, examined with the
original shall be delivered to the Company to remain in the custody of the Company.
DIRECTORS
131. Subject to the provisions of the Act, the number of Directors shall not be less than three (3) and
unless otherwise determined by the Company in General Meeting more than fifteen (15). The
Company may appoint more than fifteen (15) directors after passing a special resolution.
567132. The Company may agree with any financial institution or any authority or person or State
Government that in consideration of any loan or financial assistance of any kind whatsoever, which
may be rendered by it to the Company, it shall till such time as the loan or financial assistance is
outstanding have power to nominate one or more Directors on the Board of the Company and from
time to time remove and reappoint such Directors and to fill in any vacancy caused by the death or
resignation of such Directors otherwise ceasing to hold office. Such Nominee Directors shall not be
required to hold any qualification shares.
133. Any trust Deed for securing Debenture, debenture stock may if so arranged, provide for the
appointment of a Director by the trustees thereof or by the holders of the Debentures or debentures
stock in the following circumstances:
(i) Two consecutive defaults in payment of interest to the debenture holders;
(ii) Default in creation of security for debentures
(iii) Default in redemption of debentures
Such trust Deed may empower such trustees or holders of Debentures or debenture stock from time
to time to remove the Director so appointed. The Director appointed under this Article is herein
referred to as the “Debenture Director” and the term Debenture Director means the Director for the
time being in office under this Article. The Debenture Director shall not be bound to hold any
qualification shares and shall not be liable to retire by rotation or, subject to the provision of the Act,
be removed by the Company. The trust deed may contain such ancillary provisions as may be
arranged between the Company and the trustees and all such provisions shall have effect
notwithstanding any of the other provisions herein contained.
Provided further that the issuer, which is in default of payment of interest or repayment of principal
amount in respect of listed debt securities, shall appoint the person nominated by the debenture
trustee(s) as a director on its Board of Directors, within one month from date of receipt of nomination
from the debenture trustee.
If an issuer is a company, it shall ensure that its Articles of Association require its board of directors
to appoint the person nominated by the debenture trustee(s) in terms of clause(e) of sub-regulation(1)
of regulation 15 of the Securities and Exchange Board of India (Debenture Trustees)Regulations,
1993 as a director on its board of directors.
134. The Board of Directors may appoint a person, not being a person holding any alternate directorship
for any other director in the Company, or holding directorship in the Company, to act as an alternate
director for a Director during his absence for a period of not less than three (3) 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 this Act:
An alternate director shall not hold office for a period longer than that permissible to the Director in
whose place he has been appointed and shall vacate the office if and when the Director in whose
place he has been appointed returns to India.
135. Subject to the provisions of the Act, any casual vacancy occurring for the office of a Director whose
period of office is liable to determine by retirement by rotation may be filled up by the Board of
Directors at a meeting of the Board. Any person so appointed shall hold office till such time, the
original directors would have held office, if the vacancy had not occurred.
136. Subject to the provisions of the Act, the Director shall have power at any time to appoint a person or
persons as additional Director or Directors. Provided that any person who fails to get appointed at a
General Meeting, shall not be eligible for appointment as an additional director.
137. Such additional director shall hold office only up to the date of the next Annual General Meeting of
the Company, but shall be eligible for re-election at that meeting as a Director, provided that the
number of Directors and the Additional Director together, shall not exceed the maximum strength
fixed by the Article.
138. The Company shall appoint such number of directors as Independent Directors as may be required
under the provisions of the Act and rules thereunder, and SEBI LODR Regulations as applicable.
568The candidates to be appointed as independent director shall hold such qualifications and shall
comply with such conditions as may be prescribed under the Act and SEBI LODR Regulations, as
applicable.
139. The Company shall appoint such number of women directors as may be required under the provisions
of the Act and rules thereunder and SEBI LODR Regulations.
140. A Director of the Company shall not be bound to hold any qualification shares.
141. Subject to the provisions of the Act and schedules there under, the remuneration payable to the
Director of the Company shall be as hereinafter provided.
(1) The fees payable to a Director for attending a meeting of the Board or a committee of the Board
or a General Meeting shall be decided by the Board of Directors from time to time within the
maximum limits of such fees that may be prescribed under relevant provisions of the Act, or if,
not so prescribed in such manner as the Board of Directors may determine from time to time in
conformity with the provisions of law. Subject to the provisions of Section 197 and Schedule V
to the Act, the Directors shall be paid such further remuneration if any, either on the basis of
percentage of the net profits of the Company or otherwise, as the Company in General Meeting
shall from time to time determine, and such additional remuneration and further remuneration
shall be divided amongst the Directors in such proportion and manner as the Board may from
time to time determine, and in default of such determination shall be divided amongst the
Directors equally. Provided that the total remuneration received by a Director shall not exceed
the overall maximum remuneration as may be prescribed under the Act.
(2) The Board of Directors may in addition allow and pay to any Director who is not a bona fide
resident of the place where a meeting of the Board or Committee or a General Meeting of the
Company is held, and who shall come to that place for the purpose of attending the meeting,
such sum as was incurred by such Director and the Board may consider fair compensation for
his travelling, hotel, boarding, lodging and other expenses incurred in attending or returning
from meetings of the Board of Directors, or any Committee thereof or General Meetings of the
Company.
(3) Subject to the limitations provided by the Act and this Article, if any Director shall be called
upon to go or reside out of his usual place or residence on the Company’s business or otherwise
perform extra service outside the scope of his ordinary duties, the Board may arrange for such
Director such special remuneration for such service either by way of salary, commission or the
payment of stated sum of money as they shall think fit, in addition to or in substitution of his
remuneration above provided, and all the Directors shall be entitled to be paid or reimbursed or
repaid any travelling, hotel and other expenses incurred or to be incurred in connection with the
business of the Company and also to be reimbursed with all fees for filling all documents which
they may be required to file under the provisions of the Act.
142. (1) The Board of Directors, may from time to time appoint one or more of their body to be a
Managing Director or a Whole-time Director of the Company either for a fixed term not
exceeding five (5) years for which he or they is or are to hold such office on terms and conditions
as they may deem fit and delegate such power to them as they may deem proper and from time
to time remove or dismiss him or them from office and appoint another in his/their place.
(2) The Board may fix the remuneration of such Managing Directors and Whole-time Directors,
whether by way of salary or commission or by conferring a right to participate in the profits of
the Company or by combination of any of the above.
143. The continuing Directors may act notwithstanding any vacancy in their body but subject to the
provisions of the Act, if the number falls below the minimum number above fixed and
notwithstanding the absence of a quorum, the Directors may act for the purposes of filling up
vacancies or for summoning a General Meeting of the Company.
144. (1) A person shall not be eligible for appointment as a Director of the Company, if —
569(a) he is of unsound mind and stands so declared by a competent court;
(b) he is an undischarged insolvent;
(c) he has applied to be adjudicated as an insolvent and his application is pending;
(d) he has been convicted by a court of any offence, whether involving moral turpitude or
otherwise, and sentenced in respect thereof to imprisonment for not less than six (6) months
and a period of five (5) years has not elapsed from the date of expiry of the sentence:
Provided that if a person has been convicted of any offence and sentenced in respect thereof
to imprisonment for a period of seven (7) years or more, he shall not be eligible to be
appointed as a director in any company;
(e) an order disqualifying him for appointment as a director has been passed by a court or
Tribunal and the order is in force;
(f) he has not paid any calls in respect of any Shares of the Company held by him, whether
alone or jointly with others, and six (6) months have elapsed from the last day fixed for the
payment of the call;
(g) he has been convicted of the offence dealing with related party transactions under Section
188 of the Act at any time during the last preceding five (5) years; or
(h) he has not complied with sub-section (3) of section 152 of the Act.
(2) No person who is or has been a Director of a company which—
(a) has not filed financial statements or annual returns for any continuous period of three
financial years; or
(b) has failed to repay the deposits accepted by it or pay interest thereon or to redeem any
debentures on the due date or pay interest due thereon or pay any dividend declared and
such failure to pay or redeem continues for one (1) year or more;
shall be eligible to be re-appointed as a director of that company or appointed in other company
for a period of five years from the date on which the said company fails to do so.
145. (1) Subject to the provisions of the Act, the office of a director shall become vacant if:
(2)
(a) he incurs any of the disqualifications specified in Section 164 of the Act;
(b) he absents himself from all the meetings of the Board of Directors held during the preceding
period of twelve (12) months with or without seeking leave of absence of the Board;
(c) he acts in contravention of the provisions of Section 184 of the Act relating to entering into
contracts or arrangements in which he is directly or indirectly interested;
(d) he fails to disclose his interest in any contract or arrangement in which he is directly or
indirectly interested, in contravention of the provisions of Section 184 of the Act;
(e) he becomes disqualified by an order of a court or the Tribunal;
(f) he is convicted by a court of any offence, whether involving moral turpitude or otherwise
and sentenced in respect thereof to imprisonment for not less than six (6) months:
Provided that the office shall be vacated by the Director even if he has filed an appeal against
the order of such court;
(g) he is removed in pursuance of the provisions of this Act; and
570(h) he, having been appointed as a director by virtue of his holding any office or other
employment in the holding, subsidiary or associate company, ceases to hold such office or
other employment in that company.
(2) Subject to the provisions of the Act, a Director may resign his office at any time by providing a
notice in writing addressed to the Company or to the Board of Directors.
146. (1) Subject to the provisions of Section 188 of the Act, no Director shall be disqualified by his office
from contracting with the Company for any purpose and in any capacity whatsoever including
either as vendor, purchaser, agent, broker, underwriter of Shares and Debentures of the Company
or otherwise, nor shall any such contract, or any contract or arrangement entered into by or on
behalf of the Company in which any Director shall be in any way interested be avoided, nor
shall any Director so contracting or being so interested be liable to account to the Company for
any profit realized by any such contract or arrangement by reason only of such Director holding
that office, or of the fiduciary relationship thereby established, but it is hereby declared that
nature of his interest must be disclosed by him as provided hereunder.
(2) Every Director who is in any way whether directly or indirectly concerned or interested in any
contract or arrangement or proposed contract or arrangement entered into or to be entered into
by or on behalf of the Company as prescribed under section 184 of the Act shall disclose the
nature of his concern or interest at a meeting of the Board of Directors or as provided in these
Articles hereof.
(a) In the case of a proposed contract or arrangement, the disclosure required to be made
by a Director under sub-clause (2) above shall be made at the meeting of the Board at
which the question of entering into the contract or arrangement is first taken into
consideration or if the Director was not at the date of the meeting, concerned or
interested in the proposed contract or arrangement at the first, meeting of the Board
after the Director becomes so concerned or interested.
(b) In the case of any other contract or arrangement, the required disclosure shall be made
at the first meeting of the Board held after the Director becomes concerned or interested
in the contract or arrangement.
(3) For the purpose of this Article, a general notice given to the Board of Directors by a Director to
the effect that he is a Director or Member of a specified body corporate or is a Member of a
specified firm and is to be regarded as concerned or interested in any contract or arrangement
which may after the date of the notice be entered into with that body corporate or firm said be
deemed to be sufficient disclosure of such concern or interest in relation to any contract or
arrangement so made. Such general notice shall expire at the end of the financial year in which
it is given but may be renewed for a further period of one financial year at a time by a fresh
notice given in the last month of the financial year in which it would have otherwise expired.
The general notice as aforesaid and any renewal thereof shall be given at a meeting of the Board
of Directors or the Director concerned shall take reasonable steps to secure that it is brought up
and read at the first meeting of the Board after it is given.
(4) Nothing contained in sub-clause (2) hereof shall apply to any contract or arrangement entered
into or to be entered into between the Company and any other Public Company where any one
of the Directors of the Company or two or more of them together holds or hold not more than
two percent of the paid up share capital in the other Company.
(5) A Director shall not take any apart in the discussion of or vote on any contract or arrangement
entered into, or to be entered into by or on behalf of the Company, if he is in any way directly
or indirectly, concerned or interested in the contract or arrangement nor shall his presence count
for the purpose of forming a quorum at the time of any such discussion or vote, and if he does
vote, his vote shall be void.
571147. (1) The Company shall keep one or more Registers in accordance with the provisions of the Act, in
which shall be entered separately, particulars of all contracts or arrangements in which the
Directors interested. The Registers shall include details of the contracts and name of parties and
such other details as may be required under the prevailing provisions of the Act.
(2) The Register aforesaid shall also specify, in relation to each Director of the Company, the names
of the firms and bodies corporate of which notice has been given by him of interest.
(3) The Registers as aforesaid shall be kept at the registered office of the Company and they shall
be open to inspection at such office and extracts may be taken from any of them and copies
thereof may be required by any Member of the Company to the same extent in the same manner
and on payment of the same fees as in case of the Register of Members.
148. A Director of the Company may be or may become a Director of any Company promoted by the
Company, or in which it may be interested as vendor, Member or otherwise and subject to the
provisions of the Act and these Articles.
149. A Director, Managing Director, the Company shall upon his appointment to or relinquishment of his
office as Director, Managing Director, in any other body corporate, disclose to the Company, at the
first meeting of the Board in every financial year or whenever there is any change in the disclosures
already made, then at the first Board meeting held after such change, whichever is earlier the
particulars relating to his office in the other body corporate.
150. A Director or Manager shall give notice in writing to the Company of his holding of shares and
debentures of the Company, or its holding or its subsidiary or its associates, together with such
particulars as may be prescribed under the Act. If such notice be not given at a meeting of the Board,
the Director or Manager shall take all reasonable steps to secure that it is brought up and read at the
meeting of the Board next after it is given. The Company shall enter the aforesaid particulars in a
Register kept for their purpose in conformity with provisions of the Act.
151. No Director of the Company and no related party shall hold any office or place of profit under the
Company, or any subsidiary of the Company except as provided in and subject to the provisions of
section 188 of the Act and rules made there under.
152. The Company shall observe the restrictions imposed by Section 185 of the Act on the Company with
regard to grant of loan or security and guarantee to and or behalf of Directors and any other person
in whom the director is interested.
153. Subject to the provisions of Section 188 of the Act, the Company can by passing a resolution of the
Board of Directors or by way of ordinary resolution as the case may be, and subject to such conditions
as may be prescribed under the Section 188 of Act and rules there under, may enter into any contract
or arrangement with a related party with respect to:
(a) sale, purchase or supply of any goods or materials;
(b) selling or otherwise disposing of, or buying, property of any kind;
(c) leasing of property of any kind;
(d) availing or rendering of any services;
(e) appointment of any agent for purchase or sale of goods, materials, services or property;
(f) such related party's appointment to any office or place of profit in the company, its subsidiary
company or associate company; and
(g) underwriting the subscription of any securities or derivatives thereof, of the Company:
No Member of the company shall vote on such special resolution, to approve any contract or
arrangement which may be entered into by the company, if such Member is a related party.
572Nothing in this Article shall apply to any transactions entered into by the company in its ordinary
course of business other than transactions which are not on an arm’s length basis.
154. Subject to the provisions of the Act and these Articles, the Company may from time to time increase
or reduce within the maximum limit permissible, the number of Directors, provided that any increase
in the number of Directors exceeding the limit in that behalf provided by the Act shall not have any
effect unless necessary approvals have been taken in accordance with the Act.
RETIREMENT AND ROTATION OF DIRECTORS
155. (a) Subject to the provisions of the Act, the period of office as Director in case of the present
Directors, so far as their total number does not exceed one-third of the total number of Directors
appointed or the total number which is permissible under the provisions of the Act, for the non-
rotation shall not be liable to determination by retirement by rotation of Directors and their
number shall not be taken into account in determining the retirement by rotation of Directors or
the number of Directors to retire. However, in case their total number exceeds one-third of the
total number of Directors appointed in the Board or the number permissible under the provision
of the Act for non-rotation of the Directors as the case may be, the Board shall decide as to out
of them whose period of office shall be liable to determination by retirement by rotation. The
Board of Directors shall take the required decision in this respect in the meeting first held
immediately after the insertion of this Article and thereafter every time as and when the total
number of Directors is increased or decreased.
(b) The total number of permanent Directors inclusive of Directors referred to in sub-clause (a)
above and the aforesaid Managing Director or Managing Directors and or Whole-time Director
or Whole-time Directors and nominee Director appointed by the financial institution shall not
exceed one-third of the total strength of the Board of Directors of the Company or the number
permissible for non-rotation of the Directors under the provisions of the Act as the case may be.
However, in case their total number and/or along with the Directors stated in sub-clause (a)
above, as the case may be, exceeds one-third of the total number of Directors appointed in the
Board or the number permissible under the provisions of the Act for non-rotation of the Directors
as the case may be, the Board shall decide as to out of them whose period of office shall be liable
to determination by retirement by rotation from time to time as and when such situation arises.
(c) Subject to sub-clauses (a) and (b) above, the Board of Directors shall have power to decide as
to who out of the Board of Directors should be the non-rotational Director(s).
(d) At every Annual General Meeting of the Company one-third of such of the Directors for the
time being as are liable to retire by rotation shall retire from office.
(e) Not less than two-third of the total number of Directors of the Company shall be persons whose
period of office is liable to determination by retirement of Directors by rotation and save as
otherwise expressly provided in the Act and these Articles, be appointed by the Company in
General Meeting.
(f) The remaining Directors shall be appointed in accordance with the provisions of these Articles.
(g) The expression “Retiring Director” means a Director retiring by rotation.
156. Subject to the provisions of the Act and these Articles, the Directors to retire by rotation under the
foregoing Article at every Annual General Meeting shall be those who have been longest in office
since their last appointment, but as between person who become Directors on the same day, those
who are to retire shall in default of and subject to any agreement among themselves, be determined
by lot. Subject to the provisions of the Act, a retiring Director shall remain in office until the
conclusion of the meeting at which his reappointment is decided or his successor is appointed.
157. Subject to the provisions of the Act and these Articles, a retiring Director shall be eligible for re-
appointment.
573158. The Company at the Annual General Meeting at which a Director retires in the manner aforesaid
may fill up the vacated office by electing the Retiring Director or some other person thereto.
159. (1) Subject to the provisions of the Act and these Articles any person who is not a Retiring Director
shall be eligible for appointment to the office of the Director at any General Meeting if he or
some Member intending to propose him has, at least fourteen (14) clear days before such
meeting, left at the registered office of the Company, a notice in writing under his hand
signifying his candidature for the office of Director or the intention of such Member to propose
him as a candidate for that office as the case may be, along with a deposit of such sum as may,
from time to time, be prescribed by the law as security deposit, which shall be refundable only
if the candidate in respect of whom the deposit is made has duly been elected as Directors.
(2) Every person (other than a Director retiring by rotation or otherwise or a person who has left at
the office of the Company a notice under Sub-Clause (1) of this Article signifying candidature
for the office of a Director) proposed as a candidate for the office of a Director shall sign and
file with the Company, his consent in writing to act as a Director if appointed.
(3) On receipt of the notice referred to in this Article the Company shall inform its Members of the
Candidature of that person for the office of a Director or of the intention of a Member to propose
such person as a candidate for that office by serving individual notice on Members not less than
seven days before the meeting provided that it shall not be necessary for the Company to serve
individual notices upon the Members if the Company advertises such candidature or intention
not less than seven days before the meeting in at least two newspapers circulating in the city,
town or village in which the Registered Office of the Company is situate of which one is
published in the English language and the other in the regional language.
(4) A person other than;
(a) a Director re-appointed after retirement by rotation or immediately on the expiry of his term
of office; or
(b) an additional or alternate Director, or a person filling a casual vacancy in the office of a
Director, appointed as Director or re-appointed as an additional or alternate director,
immediately on the expiry of his term of office, or
(c) a person named as Director of the Company under these Articles as first registered;
shall not act as a Director of the Company unless he has within thirty (30) days of appointment
signed and filed with the Registrar, his consent in writing to act as such Director.
160. At a General Meeting of the Company, a motion shall not be made for the appointment of two or
more persons as Directors of the Company by a single resolution, unless a resolution that it shall be
so made, has first been agreed to by such meeting without any vote being given against it. A
resolution moved in contravention of this Article shall be void whether or not objection so moved is
passed no provision for the automatic reappointment of retiring Directors by virtue of these Articles
or the Act in default of another appointment shall apply.
(1) The Company may, subject to the provisions of the Act and these Articles remove any Director
before the expiry of his period of office.
(2) Special notice shall be given, of any resolution to remove a Director under this Article or to
appoint some other person in place of a Director so removed at the meeting at which he is
removed.
(3) On receipt of notice of any such resolution to remove a Director under this Article, the Company
shall forthwith send a copy thereof to the Director concerned and the Director (whether or not
he is a Member of the Company) shall be entitled to be heard on the resolution at the meeting.
574(4) Where notice is given of a resolution to remove a Director under this Article and the Director
concerned makes with respect thereto, representation in writing to the Company (not exceeding
a reasonable length) and requests its notification to the Members of the Company, the Company
shall unless the representation is received by it too late for it to do so; (a) in the notice of the
resolution given to the Members of the Company state the fact of the representation having being
made; and (b) send a copy of the representation to every Member of the Company and if a copy
of the representation is not sent as aforesaid because it has been received too late or because of
the Company’s default, the Director may (without prejudice to his right to be heard orally)
require that the representation shall be read out at the meeting. Provided that copies of the
representation shall not be read out at the meeting if, on the application either of the Company
or of any other person who claims to be aggrieved, the Court is satisfied that the rights conferred
by this sub-clause are being abused to secure needless publicity for defamatory matter.
(5) A vacancy created by the removal of Director under this Article may, if he had been appointed
by the Company in General Meeting or by the Board be filled by the appointment of another
Director in his place by the meeting at which he is removed provided special notice of the
intended appointment has been given under sub-clause (2) of this Article 160. A Director so
appointed shall hold office until the date up to which his predecessor would have held office if
he had not been removed as aforesaid.
(6) If the vacancy is not filled under Sub-Clause (5) it may be filled as casual vacancy in accordance
with the provisions of the Act and all the provisions of the Act and the rules thereunder shall
apply accordingly.
(7) A Director who was removed from office under this Article shall not be reappointed as Director
by the Board of Directors.
(8) Nothing contained in this Article shall be taken:
(a) as depriving a person removed thereunder of any compensation or damages payable to him
in respect of the termination of his appointment as Director or of any appointment
terminating with that as Director; or
(b) as derogating from any power of the Company to remove a Director, which may exist apart
from this Article 160.
MEETING OF DIRECTORS
161. The Company shall hold its first meeting of the Board of Directors within thirty (30) days of the date
of incorporation of the Company. The Directors may meet together as a Board from time to time and
shall hold a minimum number of four (4) meetings of its Board of Directors every year in such a
manner that not more than one hundred and twenty days shall intervene between two consecutive
meetings of the Board.
162. Notwithstanding anything contrary contained in these Articles, may, in pursuance of and subject to
compliance of provisions of the Act and the applicable rules, regulations, circulars, guidelines,
notifications etc. as may be specified by the MCA, and any competent authority and the provisions,
if any, which may be laid down in this regard by any amendment in or re-enactment of the Act, or
by the rules, regulations made thereunder, from time to time, allow the Director(s) of the Company
to participate in the Meeting(s) of the Board of Directors through any type of electronic mode like
video conferencing etc. and the Directors so participating shall be deemed to be present in such
Meeting(s) of the Board of Directors for the purpose of the quorum, voting, recording and all other
relevant provisions in this regard.
For conducting the aforesaid meetings, the Company shall follow the procedure specified under the
applicable laws for the time being in force and the rules, regulations, circulars, notifications,
guidelines etc. issued / to be issued from time by MCA, SEBI or any other competent authority(ies)
in this regard.
575163. A Director or the Managing Director may at any time and the Secretary upon the request of a Director
shall convene a meeting of the Board of Directors. Notice of not less than seven (7) days shall be
issued in respect of every meeting of the Board in writing to every Director for the time being in
India and at his usual address to the Company and to every other Director as may be required under
relevant provisions of the Act. Provided that a meeting of the Board may be called at shorter notice
to transact urgent business subject to the condition that at least one independent director, if any, shall
be present at such meeting of the Board.
164. Subject to the provisions of the Act and SEBI LODR Regulations, the quorum for a meeting of the
Board of Directors shall be one third of the total strength of the Board of Directors (excluding
Directors, if any, whose places may be vacant at the time, and any fraction contained that one-third
being rounded off as one) or two Directors, present in person or attending through any type of
electronic mode like video conferencing, whichever is higher, provided that where at any time the
number of interested Directors exceeds, that is to say, the number of Directors, who are not interested
and are present at the meeting, not being less than two, shall be quorum during such meeting. A
meeting of the Board of Directors for the time being at which quorum is present shall be competent
to exercise all or any of the authorities powers and discretion by or under the Act or the Articles of
the Company, for the time being vested in or exercisable by the Board of Directors generally.
165. If a meeting of the Board of Directors cannot be held for want of quorum, then the meeting shall
stand adjourned until such date and at such time and place as the Chairman may appoint and in
default of such appointment to the same day in the next week at the same time and place or if that
day is a public holiday till the next succeeding day which is not a public holiday, at the same time
and place or to such day, time and place as the Board of Directors present may determine.
166. The Board shall elect one of its Members to be the Chairman of the Board and the Board shall
determine the period for which the Chairman is to hold such office.
167. All meetings of the Board of Directors shall be presided over by the Chairman, if present, but if at
any meeting of the Board of Directors the Chairman be not present at the time appointed for holding
the same, then in that case, the Board of Directors shall choose one of their Member then present to
preside at the meeting.
168. Questions arising at any meeting of the Board shall be decided by a majority of votes, and in case of
an equality of votes, the Chairman of the meeting, whether the Chairman appointed by virtue of these
Articles or the Director presiding at such meeting shall have second or casting vote.
169. Subject to the provisions of the Act and these Articles the Board of Directors may delegate any of
their powers to a committee consisting of such Member or Members of their body, as they think fit
and they may from time to time revoke and discharge any such committee either wholly or in part
and either as to person or purposes, but every committee so formed shall, in the exercise of the powers
so delegated to it confirm to any regulations that may from time to time be imposed on it by the
Board of Directors. All acts done by any such committee in conformity with such regulations and in
fulfillment of the purpose of their appointment but not otherwise shall have the like force and effect
as it done by the Board. Subject to the provisions of the Act the Board may from time to time fix the
remuneration to be paid to any Member or Members of their body constituting a committee appointed
by the Board in terms of these Articles and may pay the same.
The Company shall inter- alia constitute the following Committees as and when required under
provisions of the Act:
a) Corporate Social Responsibility Committee as may be required under Section 135 of the Act.
b) Audit Committee as may be required under Section 177 of the Act.
c) Nomination and Remuneration Committee and Stakeholders Relationship as required under
Section 178 of the Act.
The composition and duties of the aforesaid committees shall be as may be prescribed under the Act
and rules made there under and SEBI LODR Regulations, as applicable.
576170. The meetings and proceedings of any such committee consisting of two or more Directors shall be
governed by the provisions herein contained in respect of the meetings and proceedings of the Board
of Directors, so far as the same are applicable thereto and are not superseded by any regulations made
by the Board of Directors under the last preceding Articles.
171. (1) Subject to the provisions of Section 174 of the Act, a resolution passed by circular without a
meeting of the Board or a committee of the Board appointed under these Articles, shall subject
to the provisions of sub clause (2) hereof, and the Act, be as valid and effectual as resolution
duly passed at meeting of the Board or of a committee duly called and hold.
(2) A resolution shall be deemed to have been duly passed by the Board or by a committee thereof
by circulation, if the resolution has been circulated in draft together with the necessary papers,
if any, to all the Board of Directors or to all the Members of the Committee then in India (not
being less in number than the quorum requisite for a meeting of the Board of the Committee as
the case may be) and to all other Directors or Members of the Committee at their usual address
in India by hand delivery, post, courier or prescribed electronic mode and has been approved by
majority of the Board of Directors or Members of the Committee as are entitled to vote on the
Resolution.
(3) Subject to the provisions of the Act, statement signed by the Managing Director or other person
authorized in that behalf by the Board of Directors certifying the absence from India of any
Directors shall for the purposes of this Article be conclusive evidence of the facts stated therein.
172. Subject to the provisions of the Act and these Articles, all acts done by any meeting of the Board of
Directors or by a Committee of Directors or by any person acting as a Director shall, notwithstanding
that it shall afterwards be discovered that there was some defect in the appointment of such Director
or person acting as aforesaid or that they or any of them were or was disqualified, or had vacated
office or that the appointment of any of them had been terminated by virtue of any provisions
contained in the Act or in these Articles, may be as valid as if every such person had been duly
appointed and was qualified to be a Director, provided that nothing in this Article shall be deemed
to give validity to acts done by the Board of Directors after their appointment had been shown to the
Company to be invalid or to have terminated.
173. The Company shall cause minutes of the meeting of the Board of Directors and of Committees of
the Board to be duly entered in a book or books provided for the purpose in accordance with the
relevant provisions of Section 118 of the Act. The minutes shall contain a fair and correct summary
of the proceedings of the meeting including the following:
(i) The names of the Directors present at the meeting of the Board of Directors or any Committee
thereof;
(ii) All orders made by the Board of Directors;
(iii) All resolutions and proceedings of meetings of the Board of Directors and Committees thereof;
(iv) In the case of each resolution passed at a meeting of the Board of Directors or Committee thereof
the names of Directors if any, dissenting from or not concurring in the resolution.
174. All such minutes shall be signed by the Chairman of the concerned meeting or by the person who
shall preside as Chairman at the next succeeding meeting and all the minutes purported to be so
signed shall for all actual purposes whatsoever be prima facie evidence of the actual passing of the
resolution recorded and the actual and regular transaction or occurrence of the proceedings so
recorded and of the regularity of the meetings at which the same shall appear to have taken place.
175. (1) Subject to the provisions of the Act and these Articles the Board of Directors of the Company
shall be entitled to exercise all such powers and to do all such acts and things as the Company
is authorized to exercise, and do. Provided that the Board shall not exercise any power or do any
act or thing which is directed or required whether by the Act or any other Act or by the
Memorandum or these Articles or otherwise to be exercised or done by the Company in General
577Meeting. Provided further that in exercising any such act or tiling the Board shall be subject to
the provisions contained in that behalf in the Act or in the Memorandum or in these Articles of
in any regulations not inconsistent therewith duly made thereunder including regulations made
by the Company in General Meeting.
(2) No regulation made by the Company in General Meeting shall invalidate any prior act of the
Board which would have been valid if that regulation had not been made.
176. (1) Subject to the provisions of Section 180 of the Act, the Board of Directors shall not exercise the
following powers except with the consent of the Company accorded by a special resolution,
namely:—
(a) to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking
of the company or where the Company owns more than one undertaking, of the whole or
substantially the whole of any of such undertakings.
Explanation.—For the purposes of this Article 175176(1) —
(i) “undertaking” shall mean an undertaking in which the investment of the Company
exceeds twenty per cent of its net worth as per the audited balance sheet of the
preceding financial year or an undertaking which generates twenty per cent of the total
income of the Company during the previous financial year;
(ii) the expression “substantially the whole of the undertaking” in any financial year shall
mean twenty per cent or more of the value of the undertaking as per the audited balance
sheet of the preceding financial year;
(b) to invest otherwise in trust securities the amount of compensation received by it as a result
of any merger or amalgamation;
(c) to borrow money, where the money to be borrowed, together with the money already
borrowed by the Company will exceed aggregate of its Paid-Up share capital and free
reserves, apart from temporary loans obtained from the company’s bankers in the ordinary
course of business.
Explanation.—For the purposes of this Article 175(1) (c), the expression “temporary loans”
means loans repayable on demand or within six months from the date of the loan such as
short-term, cash credit arrangements, the discounting of bills and the issue of other short-
term loans of a seasonal character, but does not include loans raised for the purpose of
financial expenditure of a capital nature;
(d) to remit, or give time for the repayment of, any debt due from a Director.
(2) Every special resolution passed by the Company in the General Meeting in relation to the
exercise of the powers referred to in Article 175 (1) (c) shall specify the total amount up to which
monies may be borrowed by the Board of Directors.
177. (1) Without derogating from the powers vested in the Board of Directors under these Articles, the
Board shall exercise the following powers on behalf of the Company and it shall do so only by
means of resolutions passed at meetings of the Board namely:—
(a) to make calls on shareholders in respect of money unpaid on their Shares;
(b) to authorize buy-back of Securities under Section 68 of the Act;
(c) to issue Securities, including Debentures, whether in or outside India;
(d) to borrow monies;
(e) to invest the funds of the Company;
578(f) to grant loans or give guarantee or provide security in respect of loans;
(g) to approve financial statement and the Board’s report;
(h) to diversify the business of the Company;
(i) to approve amalgamation, merger or reconstruction;
(j) to take over a company or acquire a controlling or substantial stake in another company;
(k) any other matter which may be prescribed;
provided that the Board may, by a resolution at a meeting delegate to any committee of Directors
or the Managing Director or any other principal office of the Company or to a principal officer
of any of its branch offices, the powers specified in sub clause (d) to (f) of this Article 176(1) to
the extent specified below, on such conditions as the Board may prescribe.
(2) Every resolution delegating the power referred to in, Article 176177 (1) (d) shall specify the
total amount up to which loans may be borrowed from time to time by the delegate, provided
however, that where the Company has an arrangement with its bankers for the borrowing of
moneys by way of overdraft., cash credit, or other accounts, the day to day operation on
overdraft. cash credit or other account, by means of which the arrangement as made is actually
a vailed of shall not require the sanction of the Board.
(3) Every resolution delegating the power referred to in Article 176 (1) (e) shall specify the total
amount up to which the funds may be invested and the nature of the investments which may be
made by the delegate.
(4) Every Resolution delegating the power referred to in Article 176 (1)(f) above, shall specify the
total amount outstanding at any time made by the delegate, the purpose for which the loans may
be made and the maximum amount of loans which may be made.
(5) Nothing contained in this Article shall be deemed to affect the right of the Company to, in a
General Meeting, impose restrictions and conditions on the exercise by the Board of any of the
powers referred above.
178. Without prejudice to the powers conferred by Articles and so as not in any way to limit or restrict
these powers and without prejudice to the other powers conferred by these Articles and subject to
the approval of the Members where ever required, it is hereby declared that the Board of Directors
shall have following powers that is to say power:
(1) To pay all costs, charges and expenses preliminary and incidental to the promotion establishment
and registration of the Company.
(2) To pay and charge to the capital of the Company any commission or interest lawfully payable
thereabout under the relevant provisions of the Act and Articles.
(3) Subject to the provisions of the Act and these Articles to purchase or otherwise acquire for the
Company any property, rights or privileges which the Company is authorized to acquire, at or
for such price or consideration and generally on such terms and conditions as they may think fit,
and in any such purchase or other acquisition to accept such title as the Board of Directors may
believe or may be advised to be reasonably satisfactory.
(4) At their discretion and subject to the provision of the Act to pay for any property or rights
required, by or services rendered to the Company, either wholly or partly in cash, or in Shares,
bonds, Debentures, debenture-stock, mortgage or other Securities of the Company, and any such
Shares may be issued either as fully paid up or with such amount credited as paid up thereon as
may be agreed upon, and any such bonds, Debentures, debenture stock, mortgage or other
Securities may be either specifically charged upon all or any part of the property of the Company
and its uncalled or not so charged.
579(5) To insure and keep insured against loss or damage by fire or otherwise for such period and to
such extent as they may think proper all or any part of the buildings, machinery, goods, stores,
produce and other moveable property of the Company either separately or jointly; also to insure
all or any portion of the goods, produce machinery and other articles imported or exported by
the Company and to sell assign, surrender or discontinue any policies of effected in pursuance
of this power.
(6) To open accounts with any bank or bankers or with any company or firm and to pay money into
and draw money from any such amount from time to time as the Board of Directors may think
fit.
(7) To secure the fulfillment of any contracts or engagements entered into by the Company by
mortgage or charge of all or any of the Property of the Company and its unpaid capital for the
time being or in such other manner as they think fit subject to the necessary approvals.
(8) To attach to any shares to be issued as the consideration or part of the consideration for any
contract with or property acquired by the Company or in payment for services rendered to the
Company, such conditions as to the transfer thereof as they think fit.
(9) To accept from any Member, on such terms and conditions as may be agreed, a surrender of his
shares or stock or any part thereof, so far as may be permissible by any law for the time being in
force.
(10) To appoint any person or persons (whether incorporated or not) to accept and hold in trust for
the Company any property belonging to the Company or in which it is interested or for any other
purposes, and to execute and do all such deeds and things as may be requisite in relation to any
such trust and to provide for the remuneration of such trustee or trustees.
(11) To institute, conduct, defend, compound or abandon any legal proceedings by or against the
Company or its officers, or otherwise, concerning the affairs of the Company and also to
compound and allow time for payment or satisfaction of any debt due, or of any claims or
demands by or against the Company.
(12) To refer any claims or demand by or against the Company or any dispute or difference to
arbitration and observe, perform and execute and awards made thereon.
(13) To act on behalf of the Company in all matters relating to bankrupts and insolvents.
(14) To make and give receipts, release and other discharges for moneys payable to the Company and
for the claims and demand of the Company.
(15) To determine from time to time who shall be entitled to sign on the Company’s behalf bills,
notes, receipts, acceptances, endorsements, cheques, dividend, warrants, releases, contracts and
documents and to give the necessary authority for such purposes.
(16) Subject to the provisions of the Act and these Articles to invest and deal with any moneys of the
Company not immediately required for the purposes thereof upon such securities and other
investments (not being shares of the Company) or without security and in such manner as they
may think fit and from time to time to vary or realize such investments provided that all
investments shall be made and held by the Company in its own name, and within the limits
permitted by the Members and under the Act.
(17) To execute in the name and on behalf of the Company, in favour of any Director or other person
who may incur or be about to incur any personal liability whether as principal or as surety for
the benefit of the Company, such mortgages of the Company’s property (present and future) as
they think fit, and any such mortgages may contain a power of sale and such other powers,
covenants, provisions and agreements as shall be agreed.
(18) To distribute by way of bonus, amongst the staff of the Company, a part of the profits of the
580Company and to give to any officer or other persons employed by the Company, a commission
on the profits of any particular business or transactions and to charge such bonus or commission
as part of the working expenses of the Company.
(19) Subject to the provisions of the Act, to give to any officer or other person employed by the
Company, an interest in any particular business or transaction by way of a share in the general
profits of the Company, and such share of profits shall be treated as a part of the working
expenses of the Company.
(20) To provide for the welfare of employees or ex-employees of the Company and its Directors or
ex-Directors and the wives, widows, and families and the dependents of such persons, by
building or contributing to the building of houses, dwelling or quarters or by grant of money,
pensions, gratuities, allowances, bonuses, profit sharing bonuses or benefits or any other
payment or by creating and from time to time, subscribing or contributing to provident and other
funds, profit sharing or other schemes or trusts and by providing or subscribing or contributing
towards places of instruction and recreation, hospitals, and dispensaries, medical and other
attendances and other forms of assistance, welfare or relief as the Board of Directors shall think
fit, and to subscribe or contribute or otherwise to assist to or guarantee money to charitable,
benevolent, religious, scientific, national, public or any other institutions objects or purposes or
for any exhibition.
(21) Before recommending any dividend, to set aside out of the profits of the Company, such sums
as they may think proper for depreciation or to create a Depreciation Fund, Insurance Fund,
General Reserve, Reserve Fund, Sinking Fund or any special or other fund or funds or accounts
or accounts to meet contingencies, or to pay redeemable preference shares, Debenture or
debenture stock or special dividends or for equalizing dividends, or for repairing, improving,
extending and maintaining any part of the property of the Company, and/or for such other
purposes (including the purposes referred to in the last two preceding sub-clauses) as the Board
of Directors may, in their absolute discretion think conducive to the interests of the Company
and to invest the several sums so set aside or as much thereof as are required to be invested upon
such investments (subject to the restrictions imposed by the Act and these Articles) as the Board
of Directors may think fit from time to time to deal with and vary any such investments and
dispose of and apply and expend all or any part thereof for the benefit of the Company, in such
manner and for such purposes as the Board of Directors (subject to such restrictions as aforesaid)
in their absolute discretion think conducive to the interests of the Company notwithstanding that
the matters to which the Board of Directors apply or upon which they expend the same or any
part thereof may be matters to or upon which the capital moneys of the Company might rightly
be applied or expended and to divide the Reserve, General Reserve, or the Reserve Fund into
such special funds as the Board of Directors may think fit, and to employ the assets constituting
all or any of the above funds or accounts, including the Depreciation Fund appropriated out of
the net profits in the business of the Company or in the purchase or repayment of redeemable
preference shares, Debentures or debenture-stock and that without being bound to keep the same
separately from the other assets, and without being bound to pay or allow interests, on the same,
with power however to the Director at their discretion to apply or allow interests on the same,
with power however to the Board of Directors at their discretion to allow to the credit of such
fund, interest at such rate as the Board of Directors may think proper.
(22) Subject to the provisions of the Act, to appoint and at their discretion remove or suspend
managers, secretaries, officers, clerks, agents and employees for permanent, temporary or special
services as they may from time to time think fit, and to determine their powers and duties, and
fix their salaries or emoluments and require security in such instances, and also without prejudice
foregoing, from time to time, provide for the management and transaction of the affairs of the
Company in any specified locality in India or elsewhere in such manner as they think fit and the
provisions contained in following sub-clauses (24), (25), (26) and (27) of this Article 177, shall
be without prejudice to the general powers conferred by this sub-clause (22) of Article 177.
(23) To comply with the requirements of any local law which the Company is not bound to comply
with but which in their opinion it shall be in the interests of the Company necessary or expedient
to comply with.
581(24) From time to time and at any time to establish a local board for managing any of the affairs of
the Company in any specified locality in India or elsewhere and to appoint any person to be
members of any such local board, or any managers or agents and to fix their remuneration.
(25) Subject to the provisions of the Act and the Articles, and at any time to delegate to any such
Local Board, or any member or members thereof or any managers or agents so appointed any of
the powers, authorities and discretions for the time being vested in the Board of Directors and to
authorize the members for the time being of any such Local Board, or any of them to fill up any
vacancies therein and to act not withstanding such vacancies therein and any such appointment
or delegation under sub clause (24) of this Article 177, may be made on such terms and subject
to such conditions as the Board of Directors may think fit and the Board of Directors may at any
time remove any persons so appointed and may annul or vary any such delegation.
(26) At any time and from time to time by a power of attorney authorize any person or person to be
the attorney or attorneys of the Company, for such purpose and with such powers, authorities
and discretions (not exceeding those vested in or exercisable by the Board of Directors under
these presents and excluding the power which may be exercised only by the Board of Directors
at a meeting of the Board under the Act or the Articles of by the Company in General Meeting)
and for such period and subject to such conditions as the Board of Directors may from time to
time think fit and any such appointment may (if the Board of Directors think fit) be made in
favour of the member or any of the members of any Local Board, established as aforesaid or in
favour of any Company, or the members, directors, nominees or managers of any Company or
firm or otherwise in favour of any body of persons whether nominated directly or indirectly by
the Board of Directors and any such power of attorney may contain such powers for the
protection or convenience of persons dealing with such attorneys as the Board of Directors may
think fit, and may contain powers enabling any such delegate or attorneys as aforesaid to sub-
delegate all or any of the powers and authorities for the time being vested in them.
(27) Subject to the provisions of the Act and these Articles, to delegate the powers, authorities and
discretions vested in the Board of Directors to any person, firm, company, or fluctuating body
of persons as aforesaid.
(28) Subject to the provisions of the Act and these Articles, for or relation to any of the matters
aforesaid or otherwise for the purposes of the Company, to enter into all such negotiations and
contracts and rescind and vary all such contracts and execute and do all such acts, deeds and
things in the name and on behalf of the Company as they may consider expedient for or in
relation to any of the matters aforesaid or otherwise for the purposes of the Company.
KEY MANAGERIAL PERSONNEL
179. Subject to the provisions of Section 203 of the Act and rules made thereunder and/or these Articles,
as applicable,
(i) a chief executive officer, manager, company secretary or chief financial officer may be
appointed by the Board for such term, at such remuneration and upon such conditions as it may
think fit; and any chief executive officer, manager, company secretary or chief financial officer
so appointed may be removed by means of a resolution of the Board;
(ii) A Director may be appointed as chief executive officer, manager, company secretary or chief
financial officer.
180. Subject to the provisions of the Act and these Articles, the Managing Director or Managing Directors
or Whole-time Director or Whole-time Directors shall be subject to retirement by rotation and,
subject to the provisions of any contract between him or them and the Company be subject to the
same provisions as to resignation and removal as the other Director of the Company and he or they
shall ipso facto and immediately cease to be Managing Director or Managing Directors or Whole
time Director or Whole time Directors if he or they cease to hold the office of Director from any
cause.
582181. The remuneration of the Managing Director or Managing Directors or Whole-time Director or
Whole-time Directors (subject to provisions of the Section 197 and Schedule V of the Act) shall be
in accordance with the terms of his or their contract with the Company.
182. Subject to the provisions of the Act and to the terms of any Resolution of the Company in General
Meeting or of any Resolution of the Board and to the term of any contract with him or them, the
Managing Director or Managing Directors shall have substantial powers of management subject to
the superintendence, control and direction of the Board of Directors.
SECRETARY
183. The Board of Directors shall appoint a whole-time Secretary of the Company possessing the
prescribed qualification for such term, at such remuneration and upon such conditions as they may
think fit and any secretary so appointed may be removed by them. The main functions of the
Secretary shall be the responsibility for maintaining records and Registers required to be kept under
the Act and these Articles, making the necessary returns to the Registrar of Companies under the Act
and these Articles and for getting the necessary documents registered with the Registrar and for
carrying out all other administrative and ministerial acts, duties and functions which a Secretary of a
Company is normally supposed to carry out, such as giving the necessary notices to the Members,
preparing the agenda of meetings, issuing notices to Directors, preparing minutes of meeting of
Members and of Directors and of any committee of Directors and maintaining minute books and
other statutory documents, and he shall carry out and discharge such other functions and duties as
the Board of Directors or the Managing Director may from time to time require him to do so.
REGISTERS, BOOKS AND DOCUMENTS
184. (1) Company shall maintain all Registers, books and documents as required by the Act or these
Articles including the following, namely:
(a) Register of Members;
(b) Register of Debenture Holders;
(c) Register of other Security Holders;
(d) Register of Securities/ Shares bought back;
(e) Register of Charges;
(f) Register of Directors, key managerial personnel;
(g) Register of loans, investments, guarantees and securities;
(h) Register of Investments not held by the Company in its own name;
(i) Register of contracts, arrangements in which the directors are interested;
(j) Books of Accounts;
(k) All returns and forms filed with the Registrar of Companies;
(l) Such other statutory registers as may be prescribed under the relevant and applicable
provisions of the Act, from time to time.
(2) The said Registers, books and documents shall be maintained in conformity with the applicable
provisions of the Act and these Articles and shall be kept open for inspection for such persons
as may be entitled thereto respectively under the Act and these Articles on such days and during
such business hours as may in that behalf be determined in accordance with the provisions of
the Act these Articles and extracts therefrom shall be supplied to those persons entitled thereto
in accordance with the provisions of the Act and these Articles.
(3) The Company may keep a Register of foreign Members in accordance with the provisions of the
Act. The Board of Directors may from time to time, make such provisions as they may think fit
in respect of the keeping of the branch Registers of Members and/or Debenture holders.
DIVIDENDS
185. The Company in general meeting may declare dividends, but no dividend shall exceed the amount
recommended by the Board.
583186. Subject to the provisions of Section 123 of the Act, the Board may from time to time pay to the
Members, such interim dividends during the financial year out of the surplus in the profit and loss
account and out of profits of the financial year in which such interim dividend is sought to be declared
by the Company.
187. (i) The Board may, before recommending any dividend, set aside out of the profits of the Company,
such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be
applicable for any purpose to which the profits of the Company may be properly applied,
including provision for meeting contingencies or for equalizing 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, thinks fit.
(ii) The Board may also carry forward any profits which it may consider necessary not to divide,
without setting them aside as a reserve.
188. (i) Subject to the rights of persons, if any, entitled to Shares with special rights 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.
(ii) No amount paid or credited as paid on a Share in advance of calls shall be treated for the purposes
of this Article as paid on the Share.
(iii) All dividends shall be apportioned and paid proportionately to the amounts 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.
189. The Board may deduct from any dividend payable to any Member, all sums of money, if any,
presently payable by him to the Company on account of calls or otherwise in relation to the Shares
of the Company.
190. (i) Any dividend, interest or other monies payable in cash in respect of Shares maybe paid 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.
(ii) Every such cheque or warrant shall be made payable to the order of the person to whom it is
sent.
191. Any one of two or more joint holders of a Share may give effective receipts for any dividends,
bonuses or other monies payable in respect of such Share.
192. Notice of any dividend that may have been declared shall be given to the persons entitled to share
therein in the manner mentioned in the Act. No dividend shall bear interest against the Company.
193. The Company shall comply with the provisions of the Act in respect of any dividend remaining
unpaid or unclaimed with the Company. If the Company has declared a dividend but which has not
been paid or the dividend warrant in respect thereof has not been posted or sent within 30 (thirty)
days from the date of declaration, the Company shall, within 7 (seven) days from the date of expiry
of the said period of 30 (thirty) days, transfer the total amount of dividend, which remained so unpaid
or unclaimed to a special account to be opened by the Company in that behalf in any scheduled bank
to be called “Unpaid Dividend Account”.
Any money so transferred to the unpaid dividend account of the Company which remains unpaid or
unclaimed for a period of 7 (seven) years from the date of such transfer, shall be transferred by the
Company to the Fund established under sub-section (1) of Section 125 of the Act, viz. “Investor
584Education and Protection Fund”. Provided that, any claimant of Shares so transferred shall be entitled
to claim the transfer of Shares from Investor Education and Protection Fund in accordance with such
procedure and on submission of such documents as may be prescribed.
Further, there shall be no forfeiture of unclaimed dividends before the claim becomes barred by law
and the Company shall comply with the provisions of Sections 124 and 125 of the Act in respect of
all unclaimed or unpaid Dividends.
RESERVES AND CAPITALISATION
194. The Board may, before recommending any dividend set aside out of the profits of the Company such
sums as it thinks proper as a reserve or reserves which shall at the discretion of the Board, be
applicable for any purpose to which the profits of the Company may be properly applied and pending
such application may, at the like discretion, either be employed in the business of the Company or
as may be permitted by the Act, applied for payment of dividend or be invested in such investments
and in such manner or as may be permitted by the Act and as the Board may from time to time think
fit.
195. (i) The Company in General Meeting may, upon the recommendation of the Board, resolve:
(1) 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, or to the credit of the profit and loss
account, or otherwise available for distribution; and
(2) that such sum be accordingly set free for distribution in the manner specified in Article
194(ii) amongst the Members who would have been entitled thereto, if distributed by way
of dividend and in the same proportions.
(ii) The sum aforesaid shall not be paid in cash but shall be applied, either in or 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 of the Company to be allotted and distributed, credited
as fully Paid-Up, to and amongst such Members in the proportions aforesaid;
(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 may, for the
purposes of this Article, be applied in the paying up of un-issued 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.
196. (i) Whenever such a resolution as aforesaid shall have been passed, the Board shall—
(a) make all appropriations and applications of the undivided profits resolved to be capitalized
thereby, and all allotments and issues of fully paid Shares, if any; and
(b) generally do all acts and things required to give effect thereto.
(ii) The Board shall have power—
(a) to make such provisions, by the issue of fractional certificates or by payment in
cash or otherwise as it thinks fit, for the case of Shares becoming distributable in
fractions; and
585(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 to which they may be entitled upon
such capitalization, 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 capitalized, of the amount or any part of the amounts remaining
unpaid on their existing shares;
(iii) Any agreement made under such authority shall be effective and binding on such Members.
ACCOUNTS
197. (1) The Company shall prepare and keep at its registered office books of account and other relevant
books and papers and financial statement for every financial year which give a true and fair
view of the state of the affairs of the Company, including that of its branch office or offices, if
any, and explain the transactions effected both at the registered office and its branches and such
books shall be kept on accrual basis and according to the double entry system of accounting:
Provided that all or any of the books of account aforesaid may be kept at such other place in
India as the Board of Directors may decide, and when the Board of Directors may decide the
Company shall, within seven days of the decision, file with the Registrar a notice in writing
giving the full address of that other place.
(2) If the Company shall have branch office, whether in or outside India, proper books of account
relating to the transactions effected at the office shall be kept at that office, and proper
summarized returns, made up to date at intervals of not more than three months, shall be sent by
the branch office of the Company to its Registered Office or other place in India, as the Board
thinks fit where the main books of the Company are kept.
(3) All the aforesaid books shall give a true and fair picture of the financial position of the Company.
198. The Board shall from time to time determine whether and to what extent and at what times and places
and under what conditions and regulations the accounts and books of the Company or, any of them,
shall be open to the inspection of Members not being Directors and no Member (not being Director)
shall have any right of inspecting any account or books or documents of the Company except as
conferred by law or authorized by the Company in General Meeting.
199. At every Annual General Meeting the Board shall lay before the Company, financial statements
along with the reports thereto, prepared in accordance with the provisions of the Act and such
financial statements shall comply with the requirements of the Act so far as they are applicable to
the Company.
200. There shall be attached to every Financial Statements laid before the Company a Report by the Board
of Directors complying with the provision of the Act.
201. The Company shall comply with the requirements of the Act and make necessary arrangement for
Section 136 of the Act.
ANNUAL RETURNS
202. The Company shall prepare and file the requisite annual returns in accordance with the provisions of
the Act.
203. Once, at least in every year, the books of account of the Company shall be examined by one or more
auditors in accordance with the relevant provisions contained in that behalf in the Act and the rules
thereunder.
204. The appointment qualifications, powers, rights, duties and remuneration of the auditors shall be
regulated by and in accordance with the relevant provisions of the Act.
586205. Every account when audited and approved by the Members in a General Meeting, shall be conclusive
except as regards any error discovered therein within three (3) months after the approval thereof.
Whenever any such error is discovered within the aforesaid period, the account shall forthwith be
corrected and thenceforth shall be conclusive.
DOCUMENTS AND SERVICE OF DOCUMENTS
206. (1) A document (which expression for this purpose shall be deemed to include and shall include any
summons, notice, requisition, process, order, judgment or any other document in relation to or
in the winding up of the Company) may be served or sent by the Company or to any Member
either personally or by sending it by post to him at his registered address or (if he has no
registered address in India) at the address, if any within India supplied by him to the Company
or by such electronic mode as may be prescribed under the Act.
(2) Where a document is sent by post:
(a) service thereof shall be deemed to be affected by properly addressing, preparing and posting
a letter containing the notice, provided that where a Member, has intimated to the Company
in advance that documents should be sent to him under certificate of posting or by registered
post with or without acknowledgement due and has deposited with the Company, a sum
sufficient to defray the expenses of doing so, service of the document shall not be deemed
to be effected, unless it is sent in the manner intimated by the Member; and
(b) Such service shall be deemed to have been effected:
(i) in the case of a notice of a meeting, at the expiration of forty eight (48) hours after the
letter containing the notice is posted; and
(ii) in any other case, at the time at which the letter would be delivered in the ordinary
course of post.
207. If a Member has no registered address in India and has supplied to the Company an address within
India for the giving of notice to him, a document advertised in a newspaper circulating in the
neighborhood of the Registered Office of the Company shall be deemed to be duly served on him on
the day on which the advertisement appears.
208. All document may be served by the Company on the persons entitled to a share in consequence of
the death or insolvency of a Member by sending it through the post in a prepaid letter addressed to
them by name or by the title of representative of the deceased or Assignee of the insolvent or by any
like description at the address (if any) in India supplied for the purpose by the persons claiming to
be so entitled or (until such as address has been so supplied) by serving the document in any manner
been so supplied by serving the documents in any manner in which the same might have been served
if the death or insolvency has not occurred.
209. Subject to the provisions of the Act and these Articles, notices of the General Meetings shall be
given;
(i) to all Members of the Company as provided and in the manner authorized by these Articles;
(ii) to the persons entitled to a Share in consequence of the death or insolvency of a Member.
(iii) to the Auditor or Auditors for the time being of the Company, in any manner authorized by these
Articles.
587210. Subject to the provisions of the Act any document required to be served or sent by the Company on
or to the Members or any of them, and not expressly provided for by these presents shall be deemed
to be duly served or sent if advertised once in one daily English and one daily vernacular newspaper
circulating in the district in which the registered office of the Company is situated.
211. Every person who by operation of a transfer, or other means whatsoever, becomes entitled to any
Share, shall be bound by every document in respect of such Share which previously to his name and
address being entitled on the Register, has been duly served on or sent to the person from whom he
derives his title to such Share.
212. Any notice to be given by the Company shall be signed by the Managing Director or Secretary or by
such Director or officer as the Board of Directors may appoint and such signature may be written or
printed or lithographed.
213. All notices to be given on the part of the Members to the Company shall be kept at or sent by post
under certificates of posting or by registered post to the registered office of the Company.
AUTHENTICATION OF DOCUMENTS
214. Save as otherwise expressly provided in the Act or these Articles, a document or proceedings
requiring authentication by the Company may be signed by a Director the Managing Director or an
authorized officer of the Company.
RECONSTRUCTION
215. On any sale of an undertaking of the Company, the Board or a liquidator on a winding up, may if
authorized by a special resolution, accept fully paid or partly paid-up shares, debentures or securities
of any other company, whether incorporated in India or not, either then existing or to be formed for
the purchase in whole or in part of the property of the Company, and the Board (if the profits of the
Company permit) or the liquidator (in a winding up) may distribute such Shares or Securities or any
other property of the Company amongst the Members without realization, or vest the same in trustees
for them, and any special resolution may provide for the distribution or appropriation of cash, Shares
or other Securities, benefit or property otherwise than in accordance with the strict legal rights of the
Members or contributories of the Company and for the valuation of such Securities or property at
such price and in such manner as the meeting may approve and all holders of shares shall be bond to
accept and shall be bound by any valuation or distribution so authorized, and waive all rights in
relation thereto, save only in case the Company is proposed to be or is in the course of being wound
up, such statutory rights, if any, as are incapable of being waived or excluded by these Articles.
216. If the Company shall be wound up, and the assets available for distribution among the Members as
such shall be insufficient to repay the whole of the paid up capital such assets shall be distributed so
that as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid
up or which ought to have been paid up at the commencement of the winding up on the shares held
by them respectively; and if in a winding up the assets available for distribution among the Members
shall be more than sufficient to repay the whole of the capital paid up at the commencement of the
winding up, the excess shall be distributed among the Members in proportion to the capital paid up
at the commencement of the winding up or which ought to have been paid up on the shares held by
them respectively. But this Article is to be without prejudice to rights of the holders of Shares issued
upon special terms and conditions.
217. (1) If the Company shall be wound up, whether voluntarily or otherwise, the liquidators may, with
the sanction of a special resolution, but subject to the rights attached to any preference shares
capital, divide amongst the contributories, in specie or kind, any part of the assets of the
Company and may, with the like sanction of a special resolution, but subject to the rights
attached to any preference share capital, divide amongst the contributories, in specie or kind,
any part of the assets of the Company and may, with the like sanction, vest any part of the assets
of the Company 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
588whereon there is any liability. 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.
(2) If thought expedient any such division may, subject to the provisions of the Act, be otherwise
than in accordance with the legal right of the contributories (except where unalterably fixed by
the Memorandum of Association) and in particular any class may be given preferential or special
rights or may be excluded altogether or in part but in case any such division shall be determined,
any contributory who would be prejudiced hereby shall have right to dissent and ancillary rights
as if such determination were a special resolution passed in accordance with the relevant
provisions of the Act.
(3) In case any Shares to be divided as aforesaid involve a liability to calls or otherwise any person
entitled under such division to any of the said Shares may within ten (10) days after the passing
of the special resolution, by notice in writing, intimate to the liquidator to sell his proportion and
pay him the net proceeds and the liquidator shall, if practicable, act accordingly.
218. A special resolution sanctioning a sale to any other Company duly passed under the relevant
provisions of the Act may, subject to the provisions of the Act, in like manner as aforesaid determined
that any Shares or other consideration receivable by the liquidator be distributed amongst the
Members otherwise than in accordance with their existing rights and any such determination shall be
binding upon all the Members subject to the rights of dissent and consequential rights conferred by
the said sanction.
SECRECY CLAUSE
219. (1) Every director, manager, auditor, 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
Board of Directors, before entering upon his duties, sign a declaration pledging himself to
observe strict secrecy respecting all transaction and affairs of the Company with the customers
and the state of the accounts with individuals and in realization thereto and shall by such
declaration pledge himself not to reveal any of the matters which may come to his knowledge
in the discharge of his duties except when required so to do by the Board of Directors or by law
or by the person to whom such matters relate and except so far as may be necessary in order to
comply with any of the provisions in these presents contained.
(3) No Member shall be entitled to visit or inspect the Company’s works without the permission
of the Board of Directors or the Managing Director or to require discovery of any
information respecting any detail of the Company’s trading or any matter which is or may
be in the nature of a trade secret, mystery of trade, or secret process, which may relate to
the conduct of the business of the Company and which in the opinion of the Director or the
Managing Director it will be inexpedient in the interest of the Members of the Company to
communicate to the public.
INDEMNITY AND RESPONSIBILITY
220. Every officer, Director and key managerial personnel of the Company shall be indemnified out of
the assets of the Company 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 in
which relief is granted to him by the court or the Tribunal.
221. Subject to the provisions of the Act, no Director, Managing Director or other officer of the Company
shall be liable for the acts, omissions, neglects or defaults of any other Director or officer or for
joining in any omission or other act for conformity or for any loss or expenses suffered by the
Company through insufficiency or deficiency of title to any property acquired by order of the Board
of Directors for or on behalf of the Company or for the insufficiency or deficiency of any security in
or upon which any of the monies of the Company shall be invested or for any loss or damage arising
from the bankrupt, insolvency, or tortious act of any person, company or corporation, with whom
any moneys, securities or effects’ shall be entrusted or deposited or for any loss occasioned by any
589error of judgment or oversight on his part or for any other loss or damages, or misfortune whatever
which shall happen in the execution of the duties of his office or in relation thereto, unless the same
happens through his own dishonesty.
222. The Company shall have among its objective the promotion and growth of the national economy
through increased productivity, effective utilization of material and manpower resources and
continued application of modern scientific and managerial techniques in keeping with the national
aspirations, and the Company shall be mindful of its social and moral responsibilities to the
customers, employees, shareholders, society and the local community.
223. Whenever in the Act, it has been provided that the Company shall have any right privileges or
authority or that the Company could carry out any transaction only if the Company is authorized by
its articles, then and in that case this Article thereto authorizes and empowers the Company to have
such rights, privilege or authority and to carry such transactions as have been permitted by the Act,
without there being any specific regulation in that behalf herein provided.
CORPORATE SOCIAL RESPONSIBILITY
224. (1) The Company under the requisite provisions of the Act, shall undertake such social activities as
may be required, and for that purpose, shall constitute a Corporate Social Responsibility
Committee of the Board consisting of three (3) or more Directors, out of which at least one (1)
Director shall be an Independent Director.
(2) The Corporate Social Responsibility Committee shall,—
(a) formulate and recommend to the Board, a Corporate Social Responsibility Policy which
shall indicate the activities to be undertaken by the Company as may be specified in the Act;
(b) recommend the amount of expenditure to be incurred on the activities referred to in Article
225(2) (a); and
(c) monitor the Corporate Social Responsibility Policy of the Company from time to time.
(3) The Board of Directors of shall,—
(a) after taking into account the recommendations made by the Corporate Social Responsibility
Committee, approve the Corporate Social Responsibility Policy for the Company and
disclose contents of such Corporate Social Responsibility Policy in its report and also place
it on the Company's website, if any, in such manner as may be prescribed under the Act;
and
(b) ensure that the activities as are included in Corporate Social Responsibility Policy of the
Company are undertaken by the company.
(4) The Board shall ensure that the company spends, in every financial year, at least two per cent
(2%) of the average net profits of the company made during the three (3) immediately preceding
financial years, in pursuance of its Corporate Social Responsibility Policy.
(5) The Company shall give preference to the local area and areas around it where it operates, for
spending the amount earmarked for Corporate Social Responsibility activities.
590PART B
Part B of the Articles of Association provide for among other things the rights of certain shareholders pursuant to
the Shareholders’ Agreement. For more details, see “History and Certain Corporate Matters – Shareholders’
agreements and other key agreements” on page 279.
591SECTION IX – OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following documents and contracts (not being contracts entered into in the ordinary course of
business carried on by our Company) which are, or may be deemed material, have been entered or to be entered
into by our Company. These contracts, copies of which will be attached to the copy of the Red Herring Prospectus
filed with the Registrar of Companies, and also the documents for inspection referred to hereunder may be
inspected at our Registered and Corporate Office, from 10.00 a.m. to 5.00 p.m. on Working Days and were also
be available at https://www.ayefin.com/materialcontracts from the date of the Red Herring Prospectus until the
Bid/Offer Closing Date
Material Contracts to the Offer
1. Offer agreement dated December 16, 2024 and first amendment to the Offer agreement dated November
30, 2025 and second amendment to the offer agreement dated January 16, 2026, entered into among our
Company, the Selling Shareholders and the BRLMs;
2. Registrar agreement dated December 16, 2024 and first amendment to the Registrar agreement dated
November 30, 2025 and second amendment to the registrar agreement dated January 16, 2026 entered
into among our Company, the Selling Shareholders and the Registrar to the Offer;
3. Monitoring Agency agreement dated November 28, 2025 entered into between our Company and the
Monitoring Agency;
4. Cash Escrow and sponsor bank agreement dated February 3, 2026 entered into among our Company, the
Selling Shareholders, the BRLMs, the Syndicate Members, Banker(s) to the Offer and the Registrar to
the Offer;
5. Share escrow agreement dated January 29, 2026 entered into among the Selling Shareholders, our
Company and the Share Escrow Agent;
6. Syndicate Agreement dated February 3, 2026 entered into among the members of the Syndicate, our
Company, the Selling Shareholders and the Registrar to the Offer; and
7. Underwriting agreement dated February 11, 2026 entered into among our Company, the Selling
Shareholders, the Registrar to the Offer and the members of the Syndicate.
Material Documents
1. Certified copies of our Memorandum of Association and Articles of Association.
2. Certificate of incorporation dated August 12, 1993 issued by Registrar of Companies, Punjab, Himachal
Pradesh and Chandigarh in the name of ‘Doda Finance Private Limited’.
3. Certificate of incorporation dated March 28, 2014, was issued to our Company by the Registrar of
Companies, Punjab and Chandigarh consequent to the change of name to ‘Aye Finance Private Limited’.
4. Certificate of registration dated August 10, 2015, was issued by the Registrar of Companies, Delhi and
Haryana consequent upon change of the state of our Registered Office from Punjab to the National
Capital Territory of Delhi.
5. Certificate of registration dated December 15, 2000 bearing no. B-06.00369, pursuant to which Doda
Finance Private Limited was registered as an NBFC under section 45-IA of the RBI Act.
6. Certificate of registration dated November 27, 2015, bearing no. B-14.03323, pursuant to which our
Company was registered as an NBFC under section 45-IA of the RBI Act.
7. Fresh certificate of incorporation issued to our Company by Registrar of Companies, Delhi and Haryana
dated December 10, 2024 issued consequent upon conversion into a public company.
8. Board resolution of our Company, dated December 11, 2024, authorizing the Offer and other related
matters read with the resolution of Board of Directors dated November 30, 2025 and January 16, 2026.
5929. Shareholders’ resolution dated December 11, 2024 in relation to the Fresh Issue and other related matters.
10. Consent letters of each of the Selling Shareholders authorizing their respective portions of the Offer for
Sale.
11. Employment agreement dated September 20, 2024 entered into by and between our Company and Sanjay
Sharma read with the addendum letter dated December 11, 2024 and appointment letter dated July 5,
2024.
12. Resolution of our Board, dated December 16, 2024, approving the DRHP.
13. Resolution of our Board, dated September 11, 2025, approving the Addendum.
14. Resolution of our Board, dated February 3, 2026, approving the RHP.
15. Resolution of our Board, dated February 11, 2026, approving this Prospectus.
16. Industry report titled “Report on Loans and Financial Services Industry in India” dated November, 2025
from CRISIL and engagement letter dated October 23, 2024.
17. Consent dated November 30, 2025 from S S Kothari Mehta & Co. LLP, Chartered Accountants to include
their name as required under Section 26 (5) of the Companies Act 2013 read with SEBI ICDR
Regulations, in this Prospectus and as an “expert” as defined under Section 2(38) of the Companies Act
2013 to the extent and in their capacity as our Statutory Auditors, and in respect of their (i) examination
report dated November 30, 2025 on our Restated Financial Statements; (ii) their report dated November
30, 2025 on the Statement of Special Tax Benefits in this Prospectus. Such consent has not been
withdrawn as on the date of this Prospectus. However, the term “expert” shall not be construed to mean
an “expert” as defined under the U.S. Securities Act.
18. Certificate dated February 3, 2026 received from the S S Kothari Mehta & Co. LLP, or Statutory
Auditors, with respect to Employee Stock Option Plans.
19. Consent dated February 11, 2026, from B.B. & Associates, Chartered Accountants, bearing firm
registration number 023670N, to include their name as required under Section 26(5) of the Companies
Act 2013 read with SEBI ICDR Regulations, in this Prospectus and an “expert”, as defined under Section
2(38) of the Companies Act 2013 in respect of various certifications issued by them in their capacity as
independent chartered accountant to our Company.
20. Resolution of the Audit Committee dated February 11, 2026 approving our key performance indicators.
21. Certificate dated February 11, 2026 received from the Statutory Auditors, bearing firm registration
number 000756N/ N500441, on the key performance indicators.
22. Certificate dated February 11, 2026 received from the B.B. & Associates, Chartered Accountants, bearing
firm registration number 023670N, independent chartered accountants on the weighted average cost of
acquisition per equity share and the average cost of acquisition of equity shares.
23. Certificate dated February 11, 2026 received from received from the Statutory Auditors bearing firm
registration number 000756N/ N500441, with respect to the basis for offer price.
24. Certificate dated February 3, 2026 received from the Statutory Auditors, bearing firm registration
number 000756N/ N500441, with respect to financial indebtedness.
25. Consents of banker to our Company, the BRLMs, Registrar to the Offer, CRISIL, Banker(s) to the Offer,
independent chartered accountant, legal advisors to the Company, Syndicate Members, Monitoring
Agency, Directors and Company Secretary and Compliance Officer to act in their respective capacities.
26. Warrant subscription agreement dated December 8, 2023 entered into between our Company and Sanjay
Sharma.
27. Share purchase agreement dated January 10, 2014 entered into by and between Suresh Chander, Kamlesh
Jagota, Meenu Bala, Bheem Sen, Naresh Basi, Tripta, Shiv Kumar, Raman Kumar, Hari Kisan Lal,
Sunita Dayi, Sanjay Sharma, Vikram Jetley and Doda Finance Private Limited.
59328. Amended and restated shareholders’ agreement dated September 18, 2024 entered into by and among (i)
our Company, (ii) IMP2 Assets Pte. Ltd., British International Investment plc, Waterfield Alternative
Investments Fund I, Elevation Capital V Limited, A91 Emerging Fund I LLP, LGT Capital Invest
Mauritius PCC with Cell E/VP, CapitalG LP, CapitalG International LLC, Alpha Wave India I LP and
MAJ Invest Financial Inclusion Fund II K/S, (iii) Umesh Kumar Gupta and Gitika Gupta (jointly), Ashok
Prabhakar Nadkarni, Deepa Pandit and Sumant Misra, (iv) Sanjay Sharma, Shvet Corporation LLP,
Shankh Corporation LLP and (v) Namrata Sharma, as amended pursuant to the amendment and waiver
agreement to the SHA dated December 12, 2024.
29. Copies of annual reports of our Company for the last three Financial Years, i.e., Financial Years 2025,
2024 and 2023.
30. Aye Finance Employee Stock Option Plan 2016.
31. Aye Finance Employee Stock Option Plan 2020.
32. Aye Finance Employee Stock Option Plan 2024.
33. In-principle listing approvals each dated March 5, 2025, from BSE and NSE.
34. Tripartite agreement dated April 25, 2018 among our Company, NSDL and Registrar.
35. Tripartite agreement dated October 11, 2017 among our Company, CDSL and the Registrar.
36. Due diligence certificate to SEBI from the BRLMs dated December 16, 2024.
37. Final observation letter dated April 3, 2025 issued by SEBI (Ref. No. SEBI/HO/CFD/RAC-
DIL2/P/OW/2025/10191/1).
Any of the contracts or documents mentioned in this Prospectus may be amended or modified at any time if so
required in the interest of our Company or if required by the other parties, without reference to the shareholders,
subject to compliance with the provisions contained in the Companies Act and other relevant statutes.
594DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by SEBI established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statements, disclosures and
undertakings made in this Prospectus are contrary to the provisions of the Companies Act 2013, the Securities and
Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957 each as amended, or the rules, regulations and guidelines issued thereunder, as the case
may be. I further certify that all the statements, disclosures and undertakings in this Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_________________________
Govinda Rajulu Chintala
(Chairperson and Independent Director)
Date: February 11, 2026
Place: Bhubaneswar, India
595DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by SEBI established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statements, disclosures and
undertakings made in this Prospectus are contrary to the provisions of the Companies Act 2013, the Securities and
Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957 each as amended, or the rules, regulations and guidelines issued thereunder, as the case
may be. I further certify that all the statements, disclosures and undertakings in this Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_________________________
Sanjay Sharma
(Managing Director, Executive Director)
Date: February 11, 2026
Place: Gurugram, India
596DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by SEBI established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statements, disclosures and
undertakings made in this Prospectus are contrary to the provisions of the Companies Act 2013, the Securities and
Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957 each as amended, or the rules, regulations and guidelines issued thereunder, as the case
may be. I further certify that all the statements, disclosures and undertakings in this Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_________________________
Sanjaya Gupta
(Independent Director)
Date: February 11, 2026
Place: New Delhi, India
597DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by SEBI established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statements, disclosures and
undertakings made in this Prospectus are contrary to the provisions of the Companies Act 2013, the Securities and
Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957 each as amended, or the rules, regulations and guidelines issued thereunder, as the case
may be. I further certify that all the statements, disclosures and undertakings in this Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_____________________
Vinay Baijal
(Independent Director)
Date: February 11, 2026
Place: Mumbai, India
598DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by SEBI established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statements, disclosures and
undertakings made in this Prospectus are contrary to the provisions of the Companies Act 2013, the Securities and
Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957 each as amended, or the rules, regulations and guidelines issued thereunder, as the case
may be. I further certify that all the statements, disclosures and undertakings in this Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_________________________
Kanika Tandon Bhal
(Independent Director)
Date: February 11, 2026
Place: New Delhi, India
599DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by SEBI established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statements, disclosures and
undertakings made in this Prospectus are contrary to the provisions of the Companies Act 2013, the Securities and
Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957 each as amended, or the rules, regulations and guidelines issued thereunder, as the case
may be. I further certify that all the statements, disclosures and undertakings in this Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_________________________
Padmaja Nair
(Independent Director)
Date: February 11, 2026
Place: Bengaluru, India
600DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by SEBI established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statements, disclosures and
undertakings made in this Prospectus are contrary to the provisions of the Companies Act 2013, the Securities and
Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957 each as amended, or the rules, regulations and guidelines issued thereunder, as the case
may be. I further certify that all the statements, disclosures and undertakings in this Prospectus are true and
correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_________________________
Aditya Misra
(Non- Executive and Non- Independent Director)
Date: February 11, 2026
Place: Gurugram, India
601DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by SEBI established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statements, disclosures and
undertakings made in this Prospectus are contrary to the provisions of the Companies Act 2013, the Securities and
Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957 each as amended, or the rules, regulations and guidelines issued thereunder, as the case
may be. I further certify that all the statements, disclosures and undertakings in this Prospectus are true and correct.
SIGNED BY THE CHIEF FINANCIAL OFFICER
_________________________
Sovan Satyaprakash
(Interim Chief Financial Officer)
Date: February 11, 2026
Place: Gurugram, India
602DECLARATION
I, Vikram Jetley acting as a Selling Shareholder, hereby confirms that all statements, disclosures and undertakings
specifically made or confirmed by him in this Prospectus in relation to himself, severally and not jointly, as a
Selling Shareholder and his respective portion of the Offered Shares, are true and correct. I, Vikram Jetley assumes
no responsibility for any other statements, disclosures and undertakings, including, any of the statements,
disclosures or undertakings made or confirmed by or relating to the Company or any other Selling Shareholder(s)
or any other person(s) in this Prospectus.
VIKRAM JETLEY
_________________________
Date: February 11, 2026
Place: Gurugram, India
603DECLARATION
We, MAJ Invest Financial Inclusion Fund II K/S, acting as a Selling Shareholder, hereby confirms that all
statements, disclosures and undertakings specifically made or confirmed by it in this Prospectus in relation to
itself, severally and not jointly, as a Selling Shareholder and its respective portion of the Offered Shares, are true
and correct. MAJ Invest Financial Inclusion Fund II K/S assumes no responsibility for any other statements,
disclosures and undertakings, including, any of the statements, disclosures or undertakings made or confirmed by
or relating to the Company or any other Selling Shareholder(s) or any other person(s) in this Prospectus.
For and on behalf of MAJ Invest Financial Inclusion Fund II K/S
_________________________
Authorised Signatory
Name: Marianne Settnes
Designation: Managing Director, General Counsel,
MAJ Invest
Date: February 11, 2026
Place: Denmark
604DECLARATION
We, LGT Capital Invest Mauritius PCC with Cell E/VP, acting as a Selling Shareholder, hereby confirms that all
statements, disclosures and undertakings specifically made or confirmed by it in this Prospectus in relation to
itself, severally and not jointly, as a Selling Shareholder and its respective portion of the Offered Shares, are true
and correct. LGT Capital Invest Mauritius PCC with Cell E/VP assumes no responsibility for any other statements,
disclosures and undertakings, including, any of the statements, disclosures or undertakings made or confirmed by
or relating to the Company or any other Selling Shareholder(s) or any other person(s) in this Prospectus.
For and on behalf of LGT Capital Invest Mauritius PCC with Cell E/VP
_________________________
Authorised Signatory
Name: Rishikesh Batoosam
Designation: Director
Date: February 11, 2026
Place: Mauritius
605DECLARATION
We, Alpha Wave India I LP, acting as a Selling Shareholder, hereby confirms that all statements, disclosures and
undertakings specifically made or confirmed by it in this Prospectus in relation to itself, severally and not jointly,
as a Selling Shareholder and its respective portion of the Offered Shares, are true and correct. Alpha Wave India
I LP assumes no responsibility for any other statements, disclosures and undertakings, including, any of the
statements, disclosures or undertakings made or confirmed by or relating to the Company or any other Selling
Shareholder(s) or any other person(s) in this Prospectus.
For and on behalf of Alpha Wave India I LP
_________________________
Authorised Signatory
Name: Cathy Weist
Designation: Authorized Signatory
Date: February 11, 2026
Place: New York, USA
606DECLARATION
We, CapitalG LP, acting as a Selling Shareholder, hereby confirms that all statements, disclosures and
undertakings specifically made or confirmed by it in this Prospectus in relation to itself, severally and not jointly,
as a Selling Shareholder and its respective portion of the Offered Shares, are true and correct. CapitalG LP assumes
no responsibility for any other statements, disclosures and undertakings, including, any of the statements,
disclosures or undertakings made or confirmed by or relating to the Company or any other Selling Shareholder(s)
or any other person(s) in this Prospectus.
For and on behalf of CapitalG LP
_________________________
Authorised Signatory
Name: Jeremiah Gordon
Designation: General Counsel and Secretary
Date: February 11, 2026
Place: USA
607ANNEXURE A – US RESALE LETTER
[On the letterhead of an investor who is a U.S. Person or a person in the United States; to be executed after resale
of the Equity Shares outside the United States which was not consummated on the BSE or the NSE; to be delivered
to the Company prior to the settlement of any sale or other transfer of Shares]
AYE FINANCE LIMITED
Unit No. 701-711, 7th Floor, Unitech Commercial Tower-2,
Sector-45, Arya Samaj Road,
Block B, Greenwood City,
Gurgaon 122 003,
Haryana, India
Ladies and Gentlemen:
This letter (“Resale Letter”) relates to the sale or other transfer by us of equity shares (the “Shares”) of the
Company, which is required to be in an “offshore transaction” pursuant to Regulation S (“Regulation S”) under
the Securities Act of 1933, as amended (the “U.S. Securities Act”). Terms used in this Resale Letter are used as
defined in Regulation S, except as otherwise stated herein.
We hereby represent and warrant to you as follows:
(i) We previously purchased the Shares for our own account (or for one or more beneficial owners for which
we have acted as fiduciary or agent, with complete investment discretion and with authority to bind each
such person), as both a “qualified institutional buyer” (as defined in Rule 144A under the U.S. Securities
Act) and a “qualified purchaser” (as defined in Section 2(a)(51) and related rules of the Investment
Company Act of 1940, as amended, and the rules thereunder (the “U.S. Investment Company Act”). We
understand that the Shares have not been and will not be registered under the US Securities Act and that
the Company has not registered and will not register as an investment company under the U.S. Investment
Company Act).
(ii) The offer and sale of the Shares by us was not made to a person in the United States or to a U.S. Person
(as defined in Regulation S).
(iii) Either:
(i) at the time the buy order for the sale of the Shares by us was originated, the buyer was outside the
United States or we and any person acting on our behalf reasonably believed that the buyer was
outside the United States; or
(ii) the transfer of the Shares by us was executed in, on or through the facilities of the [●] Stock
Exchange or the [●] Stock Exchange, and neither we nor any person acting on our behalf has reason
to believe that the transaction was pre-arranged with a buyer in the United States.
(iv) Neither we, nor any of our affiliates, nor any person acting on our or their behalf, has made any directed
selling efforts (as such term is defined in Regulation S) in the United States with respect to the Equity
Shares.
(v) The transfer of the Equity Shares by us was not and is not part of a plan or scheme to evade the registration
requirements of the U.S. Securities Act or the U.S. Investment Company Act.
(vi) None of the Company, any of its agents nor any of their respective affiliates participated in the sale of the
Equity Shares by us.
(vii) We agree that the Company, its agents and their respective affiliates may rely upon the truth and accuracy
of the foregoing acknowledgments, representations and agreements.
Where there are joint transferors, each must sign this US Resale Letter. A US Resale Letter of a corporation must
be signed by an authorized officer or be completed otherwise in accordance with such corporation’s constitution
(and evidence of such authority may be required).
Yours sincerely,
608(Name of Transferor)
By:
Title:
Date
609