MUTHOOT MERCANTILE LIMITED – Prospectus - 12th July 2025 - Securities and Exchange Board of India - Gazette Notification PDF

Prospectus July 12, 2025 Please scan the above QR code to view this Prospectus MUTHOOT MERCANTILE LIMITED Muthoot Mercantile Limited (“Our Company” or “the Company” or “the Issuer” or “MML”) was incorporated on March 3, 1997, as ‘Muthoot Mercantile Limited’, a public limited company under the Companies Act, 1956 with a certificate of incorporation issued by the Registrar of Companies, Kerala at Kochi. Our Company also obtained the certificate of commencement of business dated March 11, 1997 from the Registrar of Companies, Kerala at Kochi. Our Company has obtained a certificate of registration dated December12, 2002 bearing registration no. 16.00178 issued by the Reserve Bank of India (“RBI”) to carry on the activities of a non-banking financial company without accepting public deposits under Section 45 IA of the RBI Act, 1934. For details of changes in registered office, see “History and Certain Other Corporate Matters” on page 117. Corporate Identity Number: U65921KL1997PLC011260; PAN: AABCM5297K, Website: www.muthootenterprises.com Email: info@muthootenterprises.com; Registered Office: 1st Floor, North Block, Muthoot Floors, Opposite W&C Hospital, Thycaud, Thiruvananthapuram 695014, Kerala, India; Telephone: +91-471-277-4800; Company Secretary and Compliance Officer: Arun Kumar V K; E-mail: cs@muthootenterprises.com; Telephone: + 91-471-277-4800; Chief Financial Officer: Rajeev M R; E-mail: cfo@muthootenterprises.com; Telephone: +91-0471-277-4800; PUBLIC ISSUE BY MUTHOOT MERCANTILE LIMITED, (“COMPANY” OR “ISSUER”) OF 12,50,000 SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF ₹1,000 EACH (“NCDS”), AT PAR, AGGREGATING UP TO ₹7,500 LAKHS, HEREINAFTER REFERRED TO AS THE “BASE ISSUE” WITH AN OPTION TO RETAIN OVER-SUBSCRIPTION UP TO ₹5,000 LAKHS, AGGREGATING UP TO ₹12,500 LAKHS, HEREINAFTER REFERRED TO AS THE “OVERALL ISSUE SIZE” (THE “ISSUE”). THIS ISSUE IS BEING MADE PURSUANT TO THE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON- CONVERTIBLE SECURITIES) REGULATIONS, 2021, AS AMENDED, (THE “SEBI NCS REGULATIONS”), THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER, EACH AS AMENDED (THE “COMPANIES ACT, 2013”) AND THE SEBI MASTER CIRCULAR. THE ISSUE IS NOT PROPOSED TO BE UNDERWRITTEN OUR PROMOTERS Our Promoters are Mathew Mathaininan; Email: muthootmathew@gmail.com; Telephone: +91 471 – 277 4800 and Richi Mathew, Email: richimathew@gmail.com; Telephone: +91 471 – 277 4800 For further details, see “Our Promoter” on page 131. GENERAL RISKS Investment in non-convertible securities is risky and investors should not invest any funds in such securities unless they can afford to take the risk attached to such investments. Investors are advised to take an informed decision and to read the risk factors carefully before investing in this offering. For taking an investment decision, the investors must rely on their own examination of our Company and the Issue, including the risks involved. Specific attention of the investors is invited to “Risk Factors” on page 16 and “Material Developments” on page 136, before making an investment in the Issue. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the non-convertible securities or investor’s decision to purchase such securities. This document has not been and will not be approved by any regulatory authority in India, including the RBI, the Securities and Exchange Board of India (“SEBI”), the RoC or any stock exchange in India. COUPON RATE, COUPON PAYMENT FREQUENCY, MATURITY DATE, MATURITY AMOUNT, ELIGIBLE INVESTORS & DETAILS OF DEBENTURE TRUSTEE For details relating to Coupon Rate, Coupon Payment Frequency, Maturity Date, Maturity Amount of the NCDs, please see “Issue Structure”- Terms of the NCDs” on page 194 and “Annexure I - Illustrative Cash Flow” on page 311 and for eligible Investors of the NCDs, please see “Issue Structure on page 189 and for details relating to debenture trustee, please see “General Information” on page 32. CREDIT RATING The NCDs proposed to be issued under this Issue have been rated “IND BBB/Stable”, (pronounced as IND triple B rating with Stable outlook) by India Ratings & Research Private Limited (“India Ratings”) for an amount up to ₹12,500 lakhs, vide its letter dated July 23, 2024 read with revalidation letter dated June 09, 2025 press release for rating rationale dated July 23, 2024. The rating of NCDs by India Ratings indicates that instruments with this rating are considered to have moderate degree of safety regarding timely servicing of financial obligations and carry moderate credit risk. This rating is not a recommendation or suggestion, directly or indirectly, to buy, sell, make or hold securities and investors should take their own decisions. The rating given by India Ratings is valid as on the date of this Prospectus and shall remain valid on date of the issue and allotment of NCDs and the listing of the NCDs on BSE. The rating provided by rating agency may be suspended, withdrawn or revised at any time by the assigning rating agency on the basis of new information etc., and should be evaluated accordingly. Please refer to page 314 for the rating letter and press release for the above rating. LISTING The NCDs offered through this Prospectus are proposed to be listed on the BSE Limited (“BSE”). Our Company has obtained ‘in-principle’ approval for this Issue from BSE vide their letter bearing reference number DCS/BM/PI-BOND/08/25-26 dated July 10, 2025. BSE shall be the Designated Stock Exchange for this Issue PUBLIC COMMENTS The Draft Prospectus dated June 30, 2025 was filed with BSE pursuant to Regulation 27 of the SEBI NCS Regulations and was kept open for public comments for a period of 5(five) Days i.e. until 5 p.m. on July 05, 2025. No comments were received on the Draft Prospectus until 5:00 pm of July 05, 2025. LEAD MANAGER TO THE ISSUE DEBENTURE TRUSTEE* REGISTRAR TO THE ISSUE VIVRO FINANCIAL SERVICES PRIVATE LIMITED MITCON CREDENTIA TRUSTEESHIP SERVICES KFIN TECHNOLOGIES LIMITED Vivro House 11, Shashi Colony, LIMITED 301, The Centrium, 3rd Floor, 57, Lal Bahadur Shastri Opposite Suvidha Shopping 1402/1403, B-Wing, Dalamal Towers, Road, Nav Pada, Kurla (West), Kurla, Mumbai, Center, Paldi, Ahmedabad – 380007, 14th Floor, Free Press Journal Marg, 211, Maharashtra, India, 400070 Gujarat, India Nariman Point, Mumbai – 400 021, Telephone: +91 40 6716 2222 Telephone: +91 7940404242/40/41 Maharashtra, India. Email: mml.ncdipo@kfintech.com Email: investors@vivro.net Telephone: +91 22 2282 8200 Website: www.kfintech.com Website: www.vivro.net Email: contact@mitconcredentia.in Contact Person: M Murali Krishna Contact Person: Jay Dodiya / Kruti Saraiya Investor Grievance Email: investorgrivenaces@mitconcredentia.in Website: www.mitconcredentia.in Contact Person: Vaishali Urkude CREDIT RATING AGENCY STATUTORY AUDITOR MOHANDAS & ASSOCIATES , CHARTERED ACCOUNTANTS INDIA RATINGS AND RESEARCH PRIVATE LIMITED IIIrd Floor, Sree Residency, Press Club Road, Thrissur- 680001, Kerala Wockhardt Towers, 4th floor, West Wing, Bandra Kurla Complex, Bandra (E) Telephone: 0487 2333124 Mumbai - 400 051 Firm Registration No.: 002116S Telephone: 022-4000 1700 Email: ma.auditors@gmail.com E-mail: infogrp@indiaratings.co.in Contact Person: Mohandas Anchery Website: www.indiaratings.co.in Contact Person: Ismail Ahmed ISSUE PROGRAMME** ISSUE OPENS ON: WEDNESDAY, JULY 16, 2025 ISSUE CLOSES ON: TUESDAY, JULY 29, 2025 *Mitcon Credentia Trusteeship Services Limited, by its letter dated June 30, 2025, has given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in this Prospectus and in all the subsequent periodical communications sent to the holders of the Debentures issued pursuant to this Issue. For further details, see “General Information – Debenture Trustee” on page 34. ** This Issue shall remain open for subscription on Working Days from 10:00 a.m. to 5:00 p.m. (Indian Standard Time) during the period indicated above, except that the Issue may close on such earlier date or extended date (subject to a minimum period of two Working Days and a maximum period of ten Working Days from the date of opening of the Issue and subject to not exceeding thirty days from filing the Prospectus with ROC) as may be decided by the Board of Directors of our Company (“Board”) or Debenture Allotment Committee of the Board subject to compliance with Regulation 33A of the SEBI NCS Regulation. In the event of such early closure or extension to this Issue, our Company shall ensure that notice of the same is provided to the prospective investors through advertisement in all the newspapers in which pre-issue advertisement for opening of this Issue has been given on or before such earlier or initial date of Issue Closure. Application Forms for the Issue will be accepted only from 10:00 a.m. to 5:00 p.m. (Indian Standard Time) or such extended time as may be permitted by the Stock Exchange, on Working Days during the Issue Period. On the Issue Closing Date, the Application Forms will be accepted only between 10:00 a.m. and 3:00 p.m. (Indian Standard Time) and uploaded until 5:00 p.m. or such extended time as may be permitted by the Stock Exchange. Further, pending mandate requests for bids placed on the last day of bidding will be validated by 5:00 p.m. (Indian Standard Time) on one Working Day after the Issue Closing Date. For further details, see “General Information – Issue Programme” on page 40. A copy of the Prospectus has been delivered for filing to the RoC, in terms of sub-section (4) of Section 26 of the Companies Act, 2013 along with the requisite endorsed/certified copies of all requisite documents. For further details, see “Material Contracts and Documents for Inspection” beginning on page 308.CONTENTS SECTION I – GENERAL .................................................................................................................................... 1 DEFINITIONS AND ABBREVIATIONS ............................................................................................................. 1 PRESENTATION OF FINANCIAL, INDUSTRY AND OTHER INFORMATION ......................................... 12 FORWARD LOOKING STATEMENTS ............................................................................................................ 14 SECTION II - RISK FACTORS ....................................................................................................................... 16 SECTION III – INTRODUCTION ................................................................................................................... 32 GENERAL INFORMATION ............................................................................................................................... 32 CAPITAL STRUCTURE ..................................................................................................................................... 42 OBJECTS OF THE ISSUE .................................................................................................................................. 48 STATEMENT OF POSSIBLE TAX BENEFITS ................................................................................................ 52 SECTION IV – ABOUT OUR COMPANY AND THE INDUSTRY ............................................................ 62 INDUSTRY OVERVIEW .................................................................................................................................... 62 OUR BUSINESS .................................................................................................................................................. 96 HISTORY AND CERTAIN OTHER CORPORATE MATTERS ..................................................................... 117 OUR MANAGEMENT ...................................................................................................................................... 119 OUR PROMOTERS ........................................................................................................................................... 131 RELATED PARTY TRANSACTIONS ............................................................................................................. 134 SECTION V - FINANCIAL INFORMATION .............................................................................................. 135 FINANCIAL STATEMENTS ............................................................................................................................ 135 MATERIAL DEVELOPMENTS ....................................................................................................................... 136 FINANCIAL INDEBTEDNESS ........................................................................................................................ 137 SECTION VI - ISSUE RELATED INFORMATION ................................................................................... 170 TERMS OF THE ISSUE .................................................................................................................................... 170 ISSUE STRUCTURE ......................................................................................................................................... 189 ISSUE PROCEDURE ........................................................................................................................................ 203 SECTION VII – LEGAL AND OTHER INFORMATION .......................................................................... 234 OUTSTANDING LITIGATION ........................................................................................................................ 234 OTHER REGULATORY AND STATUTORY DISCLOSURES ..................................................................... 253 KEY REGULATIONS AND POLICIES ........................................................................................................... 272 SECTION VIII – SUMMARY OF MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION .... 291 SECTION IX -OTHER INFORMATION ..................................................................................................... 308 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ........................................................... 308 DECLARATION ................................................................................................................................................ 310 ANNEXURE I - ILLUSTRATIVE CASH FLOW ....................................................................................... 311 ANNEXURE II – CREDIT RATING LETTER AND RATING RATIONALE/PRESS RELEASE........ 314 ANNEXURE III – CONSENT OF THE DEBENTURE TRUSTEE ............................................................ 328 ANNEXURE IV-FINANCIAL STATEMENTS ............................................................................................ 335SECTION I – GENERAL DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates, all references in this Prospectus to “Issuer”, “Our Company”, “the Company” are to Muthoot Mercantile Limited, a company incorporated under the Companies Act, 1956, registered as non-deposit non-banking financial company -base layer with the Reserve Bank of India under Section 45-IA of the Reserve Bank of India Act, 1934. The Registered Office is at 1st Floor, North Block, Muthoot Floors, Opposite W&C Hospital, Thycaud, Thiruvananthapuram, - 695 014, Kerala, India. Unless specified elsewhere or the context otherwise indicates, all references in this Prospectus to “we” or “us” or “our” are to our Company. Unless the context otherwise indicates or implies, the following terms have the following meanings in this Prospectus and references to any legislation, act, regulation, rules, guidelines or policies shall be to such legislation, act, regulation, rules, guidelines or policies as amended from time to time. The words and expressions used in this Prospectus but not defined herein shall have, to the extent applicable, the same meaning ascribed to such words and expressions under the SEBI NCS Regulations, the Companies Act, 2013, the SCRA, the Depositories Act and the rules and regulations notified thereunder. Company Related Terms Term Description AoA / Articles / Articles of Articles of Association of our Company, as amended. Association Audited Ind AS Financial The Audited Ind AS Financial Statements of our Company for the financial year Statements ended March 31, 2024 and March 31, 2025 comprising of the statement of assets and liabilities and the schedules forming part thereof, the statement of financial results and the schedules forming part thereof, statement of changes in equity, the statement of cash flow for the respective periods, statement of significant accounting policies, and other explanatory statements including notes thereto. Audited Financial The Audited Ind AS Financial Statements and Special Purpose Audited Financial Statements Statements Asset Under Management / For the year ended as on March 31, 2023, March 31, 2024 and March 31, 2025 AUM AUM represents aggregate value of outstanding loans before adjustment for provisions for NPA in accordance with Ind AS or IGAAP, as applicable. Board / Board of Directors The Board of Directors of our Company and includes any Committee thereof / BoD Company Secretary and The company secretary and compliance officer of our Company appointed in Compliance Officer relation to this Issue i.e. Arun Kumar V K. Debenture Allotment The committee re-constituted by the Board of Directors of our Company by a Committee board resolution dated September 11, 2023. For further details, see “Our Management” on page 119. Equity Shares Equity shares of face value of ₹ 10 each of our Company. Financial Information The financial information stated in the Financial Statements (defined herein below). Group Companies Group Companies as defined in terms of Regulation 2(1)(r) of SEBI NCS Regulations. Key Managerial Personnel The key managerial personnel of the Company as defined under Regulation 2(1)(sa) of the SEBI NCS Regulations. Loan Assets Assets under financing activities. Memorandum / MoA / Memorandum of Association of our Company, as amended. Memorandum of Association Net Loan Assets Assets under financing activities net of provision for non-performing assets. Networth As defined in Section 2(57) of the Companies Act, 2013, as follows: “Networth means the aggregate value of the paid-up share capital and all reserves created out of the profits, securities premium account and debit or credit 1Term Description balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet but does not include reserves created out of revaluation of assets, write back of depreciation and amalgamation.” Previous Statutory The previous statutory auditors of our Company comprise: (i) M/s. Manikandan Auditors & Associates, Chartered Accountants, and (ii) Varma & Varma, Chartered Accountants, who issued the Audited Financial Statements along with their respective audit reports for Fiscal 2023, Fiscal 2024, and Fiscal 2025, respectively. For further information on previous statutory auditors, please refer to “General Information - Change in Auditors for preceding three financial years and current financial year as on date of this Prospectus” on page 227. Promoter Mathew Mathaininan and Richi Mathew. Promoter Group Includes the individuals and entities covered by the definition under Regulation 2(1) (ff) of the SEBI NCS Regulations RoC / Registrar of The Registrar of Companies, Kerala at Kochi. Companies Registered Office 1st Floor, North Block, Muthoot Floors, Opposite W&C Hospital, Thycaud, Thiruvananthapuram, - 695 014, Kerala, India “Senior Management Senior Management Personnel of our Company in accordance with definition of Personnel” or “SMP” Senior Management in Regulation 2 (iia) of the SEBI NCS Regulations, as described in “Our Management” on page 119. Statutory Auditor(s) / The statutory auditor of our Company, being M/s. Mohandas and Associates, Auditor(s) Chartered Accountants. Shareholders Equity Shareholders of our Company from time to time. Special Purpose Audited The special purpose audited financial statements of our Company for the Financial Statements/ financial years ended March 31, 2023, comprising of the statement of assets and Audited IGAAP Financial liabilities and the schedules forming part thereof, the statement of financial Statements results and the schedules forming part thereof, statement of changes in equity, the statement of cash flow for the respective periods, statement of significant accounting policies, and other explanatory statements including notes thereto, issued by Previous Statutory Auditor of the Company. Issue Related Terms Term Description Abridged Prospectus A memorandum accompanying the Application Form for a Public Issue containing the salient features of the Prospectus as specified by SEBI. Acknowledgement Slip The slip or document issued by the Designated Intermediary to an Applicant as proof of registration of the Application Form. Allot/Allotment/Allotted The issue and allotment of the NCDs to successful Applicants pursuant to the Issue. Allotment Advice The communication sent to the Allottees conveying the details of NCDs allotted to the Allottees in accordance with the Basis of Allotment. Allottee(s) The successful Applicant to whom the NCDs are being/have been Allotted pursuant to the Issue. Applicant / Investor A person who applies for the issuance and Allotment of NCDs pursuant to the terms of this Prospectus and the Application Form for the Issue. Application / ASBA An application (whether physical or electronic) to subscribe to the NCDs offered Application pursuant to the Issue by submission of a valid Application Form and authorising an SCSB to block the Application Amount in the relevant ASBA Account and will include application made by UPI Investors using UPI where the Application amount will be blocked upon acceptance of UPI Mandate Request by UPI Investors, which will be considered as the application for Allotment in terms of this Prospectus. Application Amount The aggregate value of NCDs applied for, as indicated in the Application Form for the Issue. Application Form / ASBA Form in terms of which an Applicant shall make an offer to subscribe to NCDs Form through the ASBA process or through the UPI Mechanism and which will be 2Term Description considered as the Application for Allotment of NCDs and in terms of this Prospectus. Application Supported by The Application (whether physical or electronic) used by an ASBA Applicant to Blocked Amount / ASBA make an Application by authorising the SCSB to block the bid amount in the specified bank account maintained with such SCSB. ASBA Account A bank account maintained with a SCSB as specified in the ASBA Form submitted by ASBA Applicants for blocking the Application Amount mentioned in the ASBA Form, and will include a bank account of a retail individual investor linked with UPI, for retail individual investors submitting application value up to ₹ 5,00,000 ASBA Applicant Any Applicant who applies for NCDs through the ASBA process. Base Issue ₹ 7,500 lakhs. Basis of Allotment The basis on which NCDs will be allotted to successful applicants under the Issue and which is described in “Issue Procedure – Basis of Allotment for NCDs” on page 227. Broker Centres Broker centres notified by the Stock Exchange, where Applicants can submit the Application Forms (including ASBA Forms under UPI in case of UPI Investors) to a Trading Member. The details of such Broker Centres, along with the names and contact details of the Trading Members are available on the respective websites of the Stock Exchange. Business Days All days excluding Saturdays, Sundays or a public holiday in India or at any other payment centre notified in terms of the Negotiable Instruments Act, 1881. Client ID Client identification number maintained with one of the Depositories in relation to the demat account. Collection Centres Centres at which the Designated Intermediaries shall accept the Application Forms, being the Designated Branch for SCSBs, Specified Locations for the Syndicate, Broker Centres for Registered Brokers, Designated RTA Locations for CRTAs and Designated CDP Locations for CDPs. Collecting Depository A depository participant, as defined under the Depositories Act, 1996 and Participants / CDPs registered with the SEBI Act and who is eligible to procure Applications at the Designated CDP Locations in terms of the SEBI Master Circular. Collecting Registrar and Registrar and share transfer agents registered with SEBI and eligible to procure Share Transfer Agents / Applications at the Designated RTA Locations in terms of the SEBI Master CRTAs Circular. Credit Rating Agency / For the present Issue, the credit rating agency, in this case being India Ratings India Ratings and Research Private Limited. Coupon Rate / Interest Rate As specified in “Issue Structure – Specific terms of NCDs” on page 194 and “Annexure I Illustrative Cash Flow” on page 311. Cut-off Date Shall mean July 07, 2025 Debenture Trust cum The Debenture Trust cum Hypothecation Deed to be executed by our Company Hypothecation Deed/ and the Debenture Trustee for creating the security over the NCDs issued under Debenture Trust Deed the Issue Debenture Trusteeship Debenture Trusteeship Agreement dated June 21, 2025 entered into between our Agreement Company and the Debenture Trustee. Debentures /NCDs Secured, redeemable, non-convertible debentures issued pursuant to this Issue. Deemed Date of Allotment The date on which the Board or the Debenture Allotment Committee of the Board approves the Allotment of the NCDs or such date as may be determined by the Board or the Debenture Allotment Committee and notified to the Designated Stock Exchange. All benefits relating to the NCDs including interest on NCDs shall be available to the Debenture holders from the Deemed Date of Allotment. The actual Allotment of NCDs may take place on a date other than the Deemed Date of Allotment Demographic Details The demographic details of an Applicant such as his address, bank account details, category, PAN, UPI ID etc. for printing on refund/interest orders or used for refunding through electronic mode as applicable. Depositories Act The Depositories Act, 1996. Depository(ies) National Securities Depository Limited (NSDL) and/or Central Depository Services (India) Limited (CDSL). 3Term Description Designated Branches Such branches of the SCSBs which shall collect the Application Forms used by the ASBA Applicants and a list of which is available at https://www.sebi.gov.in or at such other web-link as may be prescribed by SEBI from time to time. Designated CDP Locations Such centres of the Collecting Depository Participants where Applicants can submit the Application Forms. The details of such Designated CDP Locations, along with the names and contact details of the CDPs are available on the website of the Stock Exchange and updated from time to time. Designated Date The date on which the Registrar to the Issue issues the instruction to SCSBs for unblocking of funds from the ASBA Accounts to the Public Issue Account in terms of this Prospectus and the Public Issue Account and Sponsor Bank Agreement and following which the Board, shall Allot the NCDs to the successful Applicants. Designated Intermediaries Collectively, the Lead Managers, the Syndicate Members/Lead Brokers, Trading Members, agents, SCSBs, Registered Brokers, CDPs and RTAs, who are authorised to collect Application Forms from the Applicants in the Issue In relation to ASBA applicants authorising an SCSB to block the amount in the ASBA Account, Designated Intermediaries shall mean SCSBs. In relation to ASBA applicants submitted by Retail Individual Investors where the amount was blocked upon acceptance of UPI Mandate Request using the UPI Mechanism, Designated Intermediaries shall mean the CDPs, RTAs, Lead Manager, Members of the Syndicate, Trading Members and Stock Exchange where applications have been submitted through the app/web interface as provided in the SEBI Master Circular Designated Stock BSE Limited. Exchange/ DSE Designated RTA Locations Such centres of the CRTAs where Applicants can submit the Application Forms (including Application Forms by UPI Investors under the UPI Mechanism). The details of such Designated RTA Locations, along with the names and contact details of the CRTAs are available on the website of the Stock Exchange (www.bseindia.com) and updated from time to time. DP/ Depository Participant A depository participant as defined under the Depositories Act. Direct Online Application An online interface enabling direct applications through UPI by an app based/web interface, by investors to a public issue of debt securities with an online payment facility Draft Prospectus / Draft The Draft prospectus dated June 30, 2025 filed by our Company with the Offer Document Designated Stock Exchange and with SEBI for receiving public comments, in accordance with the provisions of the Companies Act, 2013 and the SEBI NCS Regulations. Existing Secured Creditors Indian Overseas Bank, The South Indian Bank Limited, State Bank of India Limited, The Federal Bank Limited, The Karur Vysya Bank, Bajaj Finance Limited, Piramal Enterprises Limited, Bandhan Bank Limited, Oxyzo Financial Services Limited, Kerala Financial Corporation, debenture holders of the privately placed secured non-convertible debentures and debenture holders of the listed secured non-convertible debentures issued through public offers. Fugitive Economic An individual who is declared a fugitive economic offender under Section 12 of Offender the Fugitive Economic Offenders Act, 2018. Interest Payment Date / As specified in “Issue Structure –terms of NCDs” on page 194 and “Annexure Coupon Payment Date Illustrative Cash Flow” on page 311 Institutional Portion Portion of Applications received from Category I of persons eligible to apply for the issue which includes Resident Public Financial Institutions as defined in Section 2(72) of the Companies Act 2013; Statutory Corporations including State Industrial Development Corporations; Scheduled Commercial Banks, Co- operative Banks and Regional Rural Banks, which are authorised to invest in the NCDs, Provident Funds of minimum corpus of ₹ 2,500 lakhs, Pension Funds of minimum corpus of ₹ 2,500 lakhs; Superannuation Funds and Gratuity Fund, which are authorised to invest in the NCDs; Venture Capital funds and/or Alternative Investment Funds registered with SEBI, Insurance Companies 4Term Description registered with the IRDA; National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of the Government of India and published in the Gazette of India: Insurance funds set up and managed by the Indian army, navy or the air force of the Union of India or by the Department of Posts, India; Mutual Funds, registered with SEBI; and Systemically Important NBFC registered with RBI and having a net-worth of more than ₹ 50,000 lakh as per the last audited financial statements. Issue/ Issue Size Public issue by our Company of NCDs aggregating up to ₹7,500 lakhs (“Base Issue Size”), with an option to retain over-subscription up to ₹5,000 lakhs, cumulatively aggregating up to ₹12,500 lakhs on the terms and in the manner set forth therein. The Issue is being made pursuant to the provisions of SEBI NCS Regulations, the Companies Act, 2013 and rules made thereunder as amended to the extent notified and the SEBI Master Circular. Issue Closing Date Tuesday, July 29, 2025 Issue Opening Date Wednesday, July 16, 2025 Lead Manager Vivro Financial Services Private Limited. Market Lot 1 (one) NCD. Maturity Amount In respect of NCDs Allotted to NCD Holders, the repayment of the face value of the NCD along with interest that may have accrued as on the redemption date. Mobile App(s) The mobile applications listed on the website of Stock Exchange as may be updated from time to time, which may be used by Applicants to submit Bids using the UPI Mechanism NCD Holder/Debenture Any debenture holder who holds the NCDs issued in this Issue and whose name Holder appears on the beneficial owners list provided by the Depositories. Non-Institutional Portion Category II of persons eligible to apply for the Issue which includes Companies falling within the meaning of Section 2(20) of the Companies Act 2013; bodies corporate and societies registered under the applicable laws in India and authorised to invest in the NCDs; Educational institutions and Associations Of Persons and/or bodies established pursuant to or registered under any central or state statutory enactment, which are authorised to invest in the NCDs; Trust Including Public/private charitable/religious trusts which are authorised to invest in the NCDs; Scientific and/or industrial research organisations, which are authorised to invest in the NCDs; Partnership firms in the name of the partners; Limited liability partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009); Resident Indian individuals and Hindu undivided families through the Karta aggregating to a value exceeding ₹ 5 lakhs. Offer Document The Draft Prospectus, the Prospectus, Application Form and abridged Prospectus. Prospectus The Prospectus to be filed with the RoC in accordance with the SEBI NCS Regulations, containing inter alia the coupon rate for the NCDs and certain other information. Public Issue Account Account(s) opened with the Public Issue Account Bank to receive monies from the ASBA Accounts maintained with the SCSBs (including under the UPI Mechanism) on the Designated Date. Public Issue Account Bank The Banker to the Issue being HDFC Bank Limited with whom Public Issue Account will be opened. Public Issue Account and The agreement dated July 08, 2025 entered into amongst our Company, the Sponsor Bank Agreement Registrar to the Issue, the Lead Manager, the Public Issue Account Bank and the Sponsor Bank for the appointment of the Sponsor Bank in accordance with the SEBI Master Circular for collection of the Application Amounts from ASBA Accounts under the UPI Mechanism and the Refund Bank for remitting the and where applicable, refunds of the amounts collected from the Applicants on the terms and conditions thereof. 5Term Description Retail Individual Investors Resident Indian individuals or HUFs applying through the Karta, for NCDs for an amount aggregating up to and including ₹5 Lakh, across all Series of NCDs in Issue including bids received from UPI mechanism. Record Date The record date for payment of interest in connection with the NCDs or repayment of principal in connection therewith shall be 15 Days prior to the date on which interest is due and payable, and/or the date of redemption. Provided that trading in the NCDs shall remain suspended between the aforementioned Record Date in connection with redemption of NCDs and the date of redemption or as prescribed by the Stock Exchange, as the case may be. Refund Account Account opened with the Refund Bank from which refunds, if any, of the whole or any part of the Application Amount shall be made and as specified in this Prospectus. Refund Bank The Banker to the Issue being HDFC Bank Limited, with whom the Refund Account(s) will be opened. Registrar to the Issue / Kfin Technologies Limited Registrar Register of NCD Holders The statutory register in connection with any NCDs which are held in physical form on account of rematerialisation, containing name and prescribed details of the relevant NCD Holders, which will be prepared and maintained by our Company/Registrar in terms of the applicable provisions of the Act. RIIs Retail Individual Investors RTAs/ Registrar and Share The registrar and share transfer agents registered with SEBI and eligible to Transfer Agent procure Application in the Issue at the Designated RTA Locations. SCSBs or Self Certified The banks registered with SEBI, offering services in relation to ASBA and UPI, Syndicate Banks a list of which is available on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes for ASBA and https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmI d=40 for UPI, updated from time to time and at such other websites as may be prescribed by SEBI from time to time. SEBI Delisting Securities and Exchange Board of India (Delisting of Equity Shares) Regulations Regulations, 2021. SEBI NCS Master Circular Master Circular no. SEBI/HO/DDHS/PoD1/P/CIR/2024/54 dated May 22, 2024 as amended, which consolidates and has replaced multiple circulars issued by SEBI in relation of issue and listing of debt securities. SEBI Master Circular for Circular no. SEBI/HO/DDHS-PoD3/P/CIR/2024/46 dated May 16, 2024 as Debenture Trustees amended from time to time. SEBI Listing Regulations/ Securities and Exchange Board of India (Listing Obligations and Disclosure Listing Regulations Requirements) Regulations, 2015. Security The principal amount of the NCDs to be issued in terms of this Prospectus together with all interest due on the NCDs, as well as all costs, charges, all fees, remuneration of Debenture Trustee and expenses payable in respect thereof shall be secured by way of first ranking pari passu charge with Existing Secured Creditors, on all movable assets, including book debts and receivables, cash and bank balances, other movable assets, loans and advances, both present and future of the Company equal to the value of one time of the NCDs outstanding plus interest accrued thereon. Senior Citizens Individuals attaining the age of at least 60 years as on the Deemed Date of Allotment of this Issue. Specified Locations Collection centres where the Members of the Syndicate shall accept Application Forms, a list of which is included in the Application Form. Sponsor Bank The Banker to the Issue registered with SEBI, which has been appointed by our Company to act as a conduct between the Stock Exchanges and the National Payments Corporation of India in order to push the mandate collect requests and / or payment instructions of the retail individual investors into the UPI for retail individual investors applying through the app/web interface of the Stock Exchange(s) with a facility to block funds through UPI Mechanism for 6Term Description application value up to ₹ 5,00,000 and carry out any other responsibilities in terms of the SEBI Master Circular. (In this Issue, HDFC Bank Limited) Stock Exchange BSE Limited. Syndicate ASBA Applications through the Designated Intermediaries. Syndicate ASBA Collection centers where the Designated Intermediaries shall accept Application Application Locations Forms from Applicants, a list of which is available on the website of the SEBI at https://www.sebi.gov.in and at such other websites as may be prescribed by SEBI from time to time. Syndicate SCSB Branches In relation to ASBA Applications submitted to a member of the Syndicate, such branches of the SCSBs at the Syndicate ASBA Application Locations named by the SCSBs to receive deposits of the Application Forms from the members of the Syndicate, and a list of which is available on https://www.sebi.gov.in or at such other website as may be prescribed by SEBI from time to time. Tenor Tenor shall mean the tenor of the NCDs. Trading Member(s) Individuals or companies registered with SEBI as “trading member(s)” under the SEBI (Stock-Brokers and Sub-Brokers) Regulations, 1992, and who hold the right to trade in stocks listed on stock exchanges, through which investors can buy or sell securities listed on stock exchanges whose list is available on stock exchanges. Transaction Registration The acknowledgement slip or document issued by any of the Members of the Slip / TRS Syndicate, the SCSBs, or the Trading Members as the case may be, to an Applicant upon demand as proof of upload of the Application on the application platform of the Stock Exchange. Tripartite Agreement(s) Agreements as entered into between our Company, Registrar and each of the Depositories under the terms of which the Depositories shall act as depositories for the securities issued by our Company. Trustees / Debenture Trustees for the holders of the NCDs allotted pursuant to Public Issue being Trustee MITCON Credentia Trusteeship Services Limited. UPI Unified Payments Interface is an instant payment system developed by the NPCI. It enables merging several banking features, seamless fund routing and merchant payments into one hood. UPI allows instant transfer of money between any two persons’ bank accounts using a payment address which uniquely identifies a person’s bank account. UPI Investor An Applicant who applies with a UPI number whose Application Amount for NCDs in the Issue is up to ₹ 5,00,000. UPI ID ID created on Unified Payment Interface (UPI) for single-window mobile payment system developed by the NPCI. UPI Application Limit Maximum limit to utilize the UPI mechanism to block the funds for application value up to ₹500,000 for issues of debt securities pursuant to SEBI Master Circular or any other investment limit, as applicable and prescribed by SEBI from time to time. UPI Mandate Request A request (intimating the UPI Investors, by way of a notification on the UPI application and by way of an SMS directing the UPI Investors to such UPI application) to the UPI Investors using the UPI Mechanism initiated by the Sponsor Bank to authorise blocking of funds equivalent to the Application Amount in the relevant ASBA Account through the UPI, and the subsequent debit of funds in case of Allotment. UPI Mechanism Unified Payments Interface mechanism in accordance with SEBI Master Circular as amended from time to time, to block funds for application value up to UPI Application Limit submitted through intermediaries. UPI PIN Password to authenticate UPI transaction. Web Interface Web interface developed by Designated Stock Exchange wherein the bid is automatically uploaded onto the Stock Exchange bidding platform and the amount is blocked using the UPI mechanism Wilful Defaulter Includes wilful defaulters as defined under Regulation 2(1)(lll) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 which includes a Person or a company categorized as a wilful defaulter by any bank or financial institution (as defined under the Companies 7Term Description Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the RBI and includes a company whose director or promoter is categorised a Wilful defaulter. Working Days All days excluding Saturdays, Sundays or a holiday of commercial banks in Mumbai and/or Thiruvananthapuram, except with reference to Issue Period, where Working Days shall mean all days, excluding Saturdays, Sundays and public holiday in Mumbai. Furthermore, for the purpose of post issue period, i.e. period beginning from Issue Closure to listing of the NCDs on the Stock Exchange, Working Days shall mean all trading days of the Stock Exchange, excluding Sundays and bank holidays in Mumbai, as per the SEBI NCS Regulations, however, with reference to payment of interest/redemption of NCDs, Working Days shall mean those days wherein the money market is functioning in Mumbai. Business / Industry Related Terms Term Description AFC Asset Finance Companies CAD Current Account Deficit CIC Core investment companies EMI Equated Monthly Instalment ETFs Exchange Traded Fund FSIAPL Fitch Solutions India Advisory Pvt. Ltd. GDP Gross Domestic Product GDS Gold Deposit Scheme GFCE Government Final Consumption Expenditure GFCF Gross Fixed Capital Formation GMS Gold Monetisation Scheme GNI Gross National Income GST Good and Service Tax GVA Gross Value Added HFC Housing Finance Company IC Investment Companies ICC Investment and Credit Companies IDF-NBFC Infrastructure Debt Fund IFC Infrastructure Finance Company IIP Index of Industrial Production KYC Know your customer LC Loan Companies LTV Loan to value MFI Micro finance institutions NBFC-MFI NBFC – Microfinance Institutions NBFC-AA NBFC – Account Aggregator NBCICCs NBFC-Investment and Credit Companies NBFC (MGCs) Factors and Mortgage Guarantee Companies NBFC-P2P NBFC–Peer to Peer Lending Platform NBFC-D NBFCs Deposit Taking NBFC-ND NBFCs Non-Deposit Taking NBFCs Non Banking Financial Companies NBFC-ND-NSI Non-deposit taking NBFCs below the asset size of ₹ 1,00,000 lakh and (b) NBFCs (NBFC-BL/ undertaking the following activities- (i) NBFC-Peer to Peer Lending Platform NBFC – Base (NBFCP2P), (ii) NBFC-Account Aggregator (NBFC-AA), (iii) Non-Operative Layer) Financial Holding Company (NOFHC) and (iv) NBFCs not availing public funds and not having any customer interface NBFC-ML/ (a) all deposit taking NBFCs (NBFC-Ds), irrespective of asset size, (b) non-deposit NBFC – taking NBFCs with asset size of ₹1,00,000 lakh and above and (c) NBFCs undertaking Middle Layer the following activities (i) Standalone Primary Dealers (SPDs), (ii) Infrastructure Debt 8Term Description Fund - Non-Banking Financial Companies (IDF-NBFCs), (iii) Core Investment Companies (CICs), (iv) Housing Finance Companies (HFCs) and (v) Infrastructure Finance Companies (NBFC-IFC) NBFC - TL-D NBFC-UL which in the opinion of RBI has substantial increase in the potential systemic risk NBFCs Deposit Taking NBFC – UL-ND NBFCs which are specifically identified by the RBI as warranting enhanced regulatory requirement based on a set of parameters and scoring methodology as provided in SBR Framework NBFCs Non-Deposit Taking NBFI Non Banking Financial Institutions NOF Net Owned Fund NOFHC Non-Operative Financial Holding Company NPA Non-Performing Asset OGL Online Gold Loans PFCE Private Financial Consumption Expenditure PMI Purchasing Manager’s Index PSL Priority Sector Lending RBI Reserve Bank of India RBI Master Master Direction – Reserve Bank of India (Non-Banking Financial Company - Scale Directions Based Regulation) Directions, 2023 R-GDS Revamped Gold Deposit Scheme R-GML Revamped Gold Metal Loan Scheme SEBI Securities and Exchange Board of India SPD Standalone Primary Dealer TAT Turnaround Time Tier 1 “Tier 1 capital” for NBFCs (except NBFCs-BL) is the sum of (i) Owned fund as reduced by investment in shares of other NBFCs and in shares, debentures, bonds, outstanding loans and advances including hire purchase and lease finance made to and deposits with subsidiaries and companies in the same group exceeding, in aggregate, ten percent of the owned fund; and (ii) Perpetual debt instruments issued by a non- deposit taking NBFCs in each year to the extent it does not exceed 15 percent of the aggregate Tier 1 capital of such company as on March 31 of the previous accounting year. Note – NBFCs-BL are not eligible to include perpetual debt instruments in their Tier 1 capital. Tier 2 “Tier 2 capital” for NBFCs (except NBFCs-BL) is the sum of (i) Preference shares other than those which are compulsorily convertible into equity; (ii) Revaluation reserves at discounted rate of 55 percent; (iii) General provisions (including that for Standard Assets) and loss reserves to the extent these are not attributable to actual diminution in value or identifiable potential loss in any specific asset and are available to meet unexpected losses, to the extent of one and one fourth percent of risk weighted assets; (iv) Hybrid debt capital instruments; (v) Subordinated debt; and (vi) Perpetual debt instruments issued by a non-deposit taking NBFC which is in excess of what qualifies for Tier 1 capital; to the extent the aggregate does not exceed Tier 1 capital. Note – NBFCs-BL are not eligible to include perpetual debt instruments in their Tier 2 capital. WEO World Economic Outlook WGC World Gold Council WPI Wholesale Price Index Conventional and General Terms or Abbreviations Term Description AGM Annual General Meeting AML Anti-Money Laundering BSE BSE Limited CAGR Compounded Annual Growth Rate CDSL Central Depository Services (India) Limited CGST Act Central Goods and Services Tax Act, 2017 9Term Description Companies The Companies Act, 2013 read with rules framed by the Government of India from Act/Companies Act time to time 2013 DIN Director Identification Number DRR Debenture Redemption Reserve DT Circular Operational Circular for Debenture Trustees no. SEBI/HO/DDHS/P/CIR/2023/50 issued by SEBI on March 31, 2023, as amended from time to time EGM Extraordinary General Meeting EPS Earnings Per Share FDI Foreign Direct Investment FDI Policy FDI in an Indian company is governed by the provisions of the FEMA read with the FEMA Regulations and the Foreign Direct Investment Policy FEMA Foreign Exchange Management Act, 1999 FEMA Non-Debt Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 Regulations FEMA Debt Foreign Exchange Management (Debt Instruments) Rules, 2019 Regulations FFMC Full Fledged Money Changer Financial Year/FY Financial Year ending March 31 FII/FPI Foreign Institutional Investors defined under the SEBI (Foreign Institutional Investors) Regulations, 2014 registered with SEBI and as repealed by Foreign Portfolio Investors defined under the SEBI (Foreign Portfolio Investors) Regulations, 2019 GDP Gross Domestic Product GFCE Government First Consumption Expenditure GFCF Gross Fixed Capital Formation GoI Government of India G-Sec Government Securities GST Goods and services tax ICAI Institute of Chartered Accountants of India established by an Act of Parliament, viz. The Chartered Accountants Act, 1949 (Act No. XXXVIII of 1949) HUF Hindu Undivided Family IFRS International Financial Reporting Standards IFSC Indian Financial System Code IGST Act Integrated Goods and Services Tax Act, 2017 IND AS The Indian Accounting Standards referred to in Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standard) Rules, 2015, as amended. Indian GAAP Accounting Standards as per the Companies (Accounting standards) Rules, 2006 notified under Section 133 of the Act and other relevant provisions of the Act. IRDAI Insurance Regulatory and Development Authority of India IT Information Technology IT Act The Income Tax Act, 1961 KYC Know Your Customer MCA Ministry of Corporate Affairs, Government of India MICR Magnetic Ink Character Recognition MIS Management Information System MoU Memorandum of Understanding NA Not Applicable NACH National Automated Clearing House NEFT National Electronic Funds Transfer NII(s) Non-Institutional Investor(s) NIM Net Interest Margin NPCI National Payments Corporation of India NRI Non-Resident Indian NSDL National Securities Depository Limited PAN Permanent Account Number 10Term Description PDI Perpetual Debt Instrument RBI The Reserve Bank of India RBI Act The Reserve Bank of India Act, 1934 RM Relationship Manager RTGS Real Time Gross Settlement SCRA Securities Contracts (Regulation) Act, 1956 SCRR The Securities Contracts (Regulation) Rules, 1957 SEBI The Securities and Exchange Board of India constituted under the Securities and Exchange Board of India Act, 1992 SEBI Act The Securities and Exchange Board of India Act, 1992 SEBI Delisting SEBI (Delisting of Equity Shares) Regulations, 2021 Regulations SEBI Listing Securities and Exchange Board of India (Listing Obligations and Disclosure Regulations/ Listing Requirements) Regulations, 2015 Regulations SEBI NCS Securities and Exchange Board of India (Issue and Listing of Non Convertible Regulations/ SEBI Securities) Regulations, 2021 Regulations SGST Act State Goods and Services Tax Act, 2017, as enacted by various state governments. TDS Tax Deducted at Source WDM Wholesale Debt Market Notwithstanding anything contained herein, capitalised terms that have been defined in the chapters titled “Capital Structure”, “History and Certain Other Corporate Matters”, “Our Management”, “Financial Statements”, “Financial Indebtedness”, “Issue Procedure”, “Outstanding Litigations”, “Key Regulations and Policies”, and “Summary of Main Provisions of the Articles of Association” and on pages 42, 117, 119, 135, 137, 189, 234, 272 and 291 respectively will have the meanings ascribed to them in such chapters. 11PRESENTATION OF FINANCIAL, INDUSTRY AND OTHER INFORMATION Certain Conventions All references to “India” are to the Republic of India and its territories and possessions and all references to the “Government” or the “State Government” are to the Government of India, central or state, as applicable. Unless otherwise stated, references in this Prospectus to a particular year are to the calendar year ended on December 31 and to a particular “fiscal” or “fiscal year” are to the fiscal year ended on March 31. All references to “India” are to the Republic of India and its territories and possessions, and the “Government”, the “Central Government” or the “State Government” are to the Government of India, central or state, as applicable. Financial Data Our Company publishes its financial statements in Rupees. Our Company’s Audited Financial Statements for the year ended March 31, 2025, along with the audit report, have been prepared by our Previous Statutory Auditor, M/s Varma & Varma, Chartered Accountants, in accordance with Ind AS, as applicable, and the standards and guidance notes specified by the ICAI, including the applicable provisions of the Companies Act, 2013, and other applicable statutory and/or regulatory requirements. The Audited Financial Statements for the year ended March 31, 2024, along with the respective audit reports, have been prepared by our Previous Statutory Auditor, M/s. Manikandan and Associates, Chartered Accountants, in accordance with the applicable standards and regulatory framework. With effect from April 1, 2019, as per the roadmap issued by the Ministry of Corporate Affairs (“MCA”) dated January 18, 2016, under the Companies (Indian Accounting Standards) Rules, 2015, for Non-Banking Finance Companies (other than the Non-Banking Finance Companies having total assets of ₹50,000 lakhs or more), for financial reporting purposes, the Company has followed the Indian Accounting Standards issued by the ICAI specified under Section 133 of the Companies Act, 2013, read with Rule 3 and/or Rule 7 of the Companies (Indian Accounting Standard) Rules, 2015 (“IND AS”), as applicable. The Ministry of Corporate Affairs (“MCA”), in its press release dated January 18, 2016, issued a roadmap for implementation of Ind AS converged with IFRS for non-banking financial companies, scheduled commercial banks, insurers, and insurance companies, which was subsequently confirmed by the RBI through its circular dated February 11, 2016. The notification further explains that NBFCs whose equity and/or debt securities are listed or in the process of listing on any stock exchange in India or outside India and having a net worth of less than ₹50,000 lakh, shall comply with Ind AS for accounting periods beginning from April 1, 2019. Accordingly, Ind AS is applicable to our Company with effect from April 1, 2023. Our Company’s Special Purpose Audited Financial Statements for the year ended March 31, 2023, has been prepared by the Previous Statutory Auditor, Manikandan & Associates, in accordance with accounting standards notified under the Companies Act, 2013 and other applicable statutory and / or regulatory requirements, as applicable. The Company’s Special Purpose Audited Financial Statements for the year ended March 31, 2023, have been prepared on the basis of audited financial statements prepared by Mohandas & Associates, in accordance with Indian GAAP notified under the Companies Act, 2013 and other applicable statutory and/or regulatory requirements. In this Prospectus, any discrepancies in any table, including “Capital Structure” and “Objects of the Issue” between the total and the sum of the amounts listed are due to rounding off. All the decimals have been rounded off to two decimal places. Further, the financial data and numbers used in this Prospectus are under Ind AS/ IGAAP, as specifically mentioned and is not strictly comparable. Unless stated otherwise or unless the context requires otherwise, the financial data used in this Prospectus is on a standalone basis. 12The Company shall obtain prior approval from the Debenture Trustee before utilizing the window advertisement option, in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, modified, or restated from time to time. Currency and units of Presentation In this Prospectus, all references to ‘Rupees’/ ‘Rs.’/ ‘INR’/ ‘₹’ are to Indian Rupees, the official currency of the Republic of India. Except where stated otherwise in this Prospectus, all figures have been expressed in ‘lakhs’. All references to ‘lakh/lakhs’ means ‘one hundred thousand’ and ‘crore’ means ‘ten million’ and ‘billion /billions’ means ‘one hundred crores’. Industry and Market Data Unless stated otherwise, industry and market data used throughout this Prospectus has been obtained from industry publications. Industry publications generally state that the information contained in those publications has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Accordingly, no investment decision should be made on the basis of such information. Although our Company believes that industry data used in this Prospectus is reliable, it has not been independently verified. Also, data from these sources may not be comparable. Similarly, internal reports, while believed by us to be reliable, have not been verified by any independent sources. The extent to which the market and industry data used in this Prospectus is meaningful depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data. Certain information and statistics in relation to the industry in which we operate, which has been included in this Prospectus has been extracted from an industry report titled “Gold Loan Industry in India”, dated June, 2025, prepared and issued by Fitch Solutions India Advisory Private Limited (“Fitch Report”). Please refer to “Industry Overview” on page 62 for further details. Following is the disclaimer of Fitch Solutions India Advisory Private Limited in relation to the Fitch Report: “This report is prepared by Fitch Solutions India Advisory Pvt. Ltd. (FSIAPL) (erstwhile IRR Advisory Services Pvt. Ltd.) FSIAPL has taken utmost care to ensure accuracy and objectivity while developing this report. This report is for the information of the intended recipients only and no part of this report may be published or reproduced in any form or manner without prior written permission of FSIAPL.” General Risk Investment in NCDs involve a degree of risk and investors should not invest any funds in NCDs unless they can afford to take the risk attached to such investments. Investors are advised to take an informed decision and to read the risk factors carefully before investing in this offering. For taking an investment decision, investors must rely on their examination of the issue including the risks involved in it. Specific attention of investors is invited to statement of risk factors contained under section “Risk Factors” on page 16. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the NCDs or Investor’s decision to purchase such securities. 13FORWARD LOOKING STATEMENTS This Prospectus contains certain statements that are not statements of historical fact and are in the nature of “forward-looking statements”. These forward-looking statements generally can be identified by words or phrases such as “aim”, “anticipate”, “believe”, “continue”, “expect”, “estimate”, “intend”, “objective”, “plan”, “potential”, “project”, “will”, “will continue”, “will pursue”, “will likely result”, “will seek to”, “seek” or other words or phrases of similar import. All statements regarding our expected financial condition and results of operations and business plans and prospects are forward-looking statements. These forward-looking statements include statements as to our business strategy, revenue and profitability and other matters discussed in this Prospectus that are not historical facts. All forward-looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results, performance or achievements to differ materially from those contemplated by the relevant statement. Actual results may differ materially from those suggested by the forward looking statements due to risks or uncertainties associated with our expectations with respect to, but not limited to, regulatory changes pertaining to our businesses and our ability to respond to them, our ability to successfully implement our strategies, our growth and expansion, technological changes, our exposure to market risks, general economic and political conditions in India and which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in domestic laws, regulations and taxes and changes in competition in our industry. Important factors that could cause actual results to differ materially from our expectations including, without limitation, the following: 1. We are subject to certain restrictive covenants in our loan documents and other debts, which may restrict our operations and ability to grow and may adversely affect our business. 2. Any downgrade in our credit ratings would increase borrowing costs and constrain our access to capital and lending markets and, thus, would negatively affect our net interest margin and our business. 3. Our Company, our Promoters and Directors are subject to certain legal proceedings and any adverse decision in such proceedings may have a material adverse effect on our business, financial condition and results of operations. 4. Supporting documents in connection with the biographies of the directors included in the section “Our Management” of this Prospectus are unavailable. 5. We derive majority of our revenue from Kerala, Maharashtra and Odisha. Any breakdown of services in these areas could have a material and adverse effect on our results of operations and financial conditions 6. Our business is capital intensive and any disruption or restrictions in raising financial resources could have a material adverse effect on our liquidity and financial condition. 7. Our financial performance is primarily dependent on interest rate risk. If we are unable to manage interest rate risk in the future it could have an adverse effect on our net interest margin, thereby adversely affecting business and financial condition of our Company. 8. We depend on the recognition of the Muthoot brand, and failure to use, maintain and enhance awareness of the brand would adversely affect our ability to retain and expand our base of customers. 9. Our Company has high Debt Equity ratio and any further increase in borrowings may have a material adverse effect on our business, financial condition and results of operations. 10. We have had negative cash flows in the past. Any negative cash flows in the future could adversely affect our results of operations and financial condition 1411. Other factors discussed in this Prospectus, including under the chapter titled “Risk Factors” beginning on page 16. For further discussion of factors that could cause our actual results to differ from our expectations, please refer to the chapter titled “Risk Factors” and chapters titled “Industry Overview” and “Our Business” beginning on pages 16, 62 and 96, 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 gains or losses could materially differ from those that have been estimated. Forward looking statements speak only as on the date of this Prospectus. The forward-looking statements contained in this Prospectus are based on the beliefs of management, as well as the assumptions made by and information currently available to management. Although we believe that the expectations reflected in such forward-looking statements are reasonable at this time, we cannot assure investors that such expectations will prove to be correct or will hold good at all times. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements. If any of these risks and uncertainties materialise, or if any of our underlying assumptions prove to be incorrect, our actual results of operations or financial condition could differ materially from that described herein as anticipated, believed, estimated or expected. All subsequent forward-looking statements attributable to us are expressly qualified in their entirety by reference to these cautionary statements. Neither the Lead Manager, our Company, its Directors and its officers, nor any of their respective affiliates or associates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with the SEBI NCS Regulations, our Company, the Lead Manager will ensure that investors in India are informed of material developments between the date of filing this Prospectus with the Stock Exchange and the date of the Allotment. 15SECTION II - RISK FACTORS The following are some of the important factors that could cause actual results to differ materially from the Company’s expectations: An investment in NCDs involves a certain degree of risk. You should carefully consider all the information contained in this Prospectus, including the risks and uncertainties described below, and the information provided in the sections titled “Our Business” on page 96 and “Financial Statements” on page 135 before making an investment decision. The following are the risks envisaged by the management of the Company relating to the Company, the NCDs and the market in general. Potential investors should carefully consider all the risk factors stated in this Prospectus in relation to the NCDs for evaluating the Company and its business and the NCDs before making any investment decision relating to the NCDs. The Company believes that the factors described below represents the principal risks inherent in investing in the NCDs but does not represent that the statements below regarding the risks of holding the NCDs are exhaustive. The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another. Potential investors should also read the detailed information set out elsewhere in this Prospectus and reach their own views prior to making any investment decision. The market prices of the NCDs could decline due to such risks and you may lose all or part of your investment including interest thereon. If any one of the following stated risks actually occurs, the Company’s business, financial conditions and results of operations could suffer and, therefore, the value of the Company’s NCDs could decline and/or the Company’s ability to meet its obligations in respect of the NCDs could be affected. More than one risk factor may have simultaneous affect with regard to the NCDs such that the effect of a particular risk factor may not be predictable. In addition, more than one risk factor may have a compounding effect which may not be predictable. No prediction can be made as to the effect that any combination of risk factors may have on the value of the NCDs and/or the Company’s ability to meet its obligations in respect of the NCDs. These risks and uncertainties are not the only issues that the Company faces. These risk factors are determined on the basis of their materiality. Additional risks and uncertainties not presently known to the Company or that the Company currently believes to be immaterial may also have a material adverse effect on its financial condition or business. Unless specified or quantified in the relevant risk factors, the Company is not in a position to quantify the financial or other implications of any risk mentioned herein below. This Prospectus also contains forward-looking statements that involve risks and uncertainties. Our results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including events described below and elsewhere in this Prospectus. Unless otherwise stated, the financial information used in this section is derived from and should be read in conjunction with the Audited Financial Statements. Internal Risk Factors 1. We are subject to certain restrictive covenants in our loan documents and other debts, which may restrict our operations and ability to grow and may adversely affect our business. We have entered into agreements for availing financial facilities from various lenders. Certain covenants in these agreements require us to obtain approval / permission from our lenders in certain conditions. These conditions include, amongst others, implementation of any scheme of expansion / diversification / renovation / capital expenditure, formulation of any scheme of amalgamation or reconstruction, undertaking of guarantee obligation, any change in our capital structure. In the event of default or the breach of certain covenants, our lenders have the option to make the entire outstanding amount payable immediately. There can be no assurance that we will be able to comply with these financial or other covenants or that we will be able to obtain consents necessary to take the actions that we believe are required to operate and grow our business. For further details in this regard, including approvals obtained from our lenders for this Issue, please refer chapter “Financial Indebtedness” on page 137. 2. Our ability to access capital also depends on our credit ratings. Any downgrade in our credit ratings would increase borrowing costs and constrain our access to capital and lending markets and, thus, would negatively affect our net interest margin and our business. 16The cost and availability of capital is also dependent on our long-term and short-term credit ratings. Ratings reflect a rating agency’s opinion of our financial strength, operating performance, strategic position, and ability to meet our obligations. Any downgrade of our credit ratings would increase borrowing costs and constrain our access to debt and bank lending markets and, thus, would adversely affect our net interest margins and business. In addition, downgrading of our credit ratings could increase the possibility of additional terms and conditions being added to any new or replacement financing arrangements. The NCDs proposed to be issued under this Issue have been rated “IND BBB/Stable ”, by India Ratings and Research Private Limited (“India Ratings”) for an amount up to ₹12,500 lakhs vide its revalidation letter dated June 09, 2025. We have also been assigned IND BBB/Stable, by India Ratings for our bank facilities. For details regarding ratings received by our Company, please refer to “Our Business” on page 96. 3. Our Company, our Promoters and Directors are subject to certain legal proceedings and any adverse decision in such proceedings may have a material adverse effect on our business, financial condition and results of operations. Our Company, our Promoters and Directors are subject to certain legal proceedings including civil suits, consumer litigations, tax litigations, trademark infringement suits etc. We incur substantial cost in defending these proceedings before a court of law. Moreover, we are unable to assure you that our Company, our Promoter and Directors shall be successful in any or all of these actions. In the event we or our Promoter and Directors suffer any adverse order, it may have an adverse impact on our reputation, business and results of operations. Further, our Company is involved in certain criminal proceeding with third parties in relation to our business operations. Any adverse decision in such proceedings may have a material adverse effect on our business. Our Company, our Promoter, our Directors and our Group Companies are party to legal proceedings. These legal proceedings are pending at different levels of adjudication before various courts, tribunals and statutory, regulatory and other judicial authorities in India, and, if determined against us, could adversely affect our business, results of operations and financial condition. We cannot assure you that an adverse order by any statutory or governmental authority will not have a negative impact on our profit and financial condition. Should any new developments arise, such as any change in applicable Indian law or any rulings against us by appellate courts or tribunals, we may need to make provisions in our financial statements that could increase expenses and current liabilities, which could adversely affect our results of operations. A summary of the outstanding proceedings involving our Company, Directors, Promoter and Group Companies in accordance with requirements under the SEBI NCS Regulations, as disclosed in this Prospectus, to the extent quantifiable, have been set out below: Name Criminal Tax Statutory Disciplinary Material Aggregate amount Proceedings Proceedings or actions by Civil involved Regulatory the SEBI or Litigations Proceedings Stock (₹ in lakh) Exchanges Company By the Company 31 - - - - 272.56 Against the - 3 - - - 104.13 Company Directors By the Directors - - - - 1 - Against the - - - - - - Directors Promoters By the Promoters - - - - 1 - Against the - - - - 1 - Promoters Group Companies 17Name Criminal Tax Statutory Disciplinary Material Aggregate amount Proceedings Proceedings or actions by Civil involved Regulatory the SEBI or Litigations Proceedings Stock (₹ in lakh) Exchanges By the Group - Companies Against the Not Applicable Group Companies Subsidiaries By the Not Applicable Subsidiaries Against the Subsidiaries For further details of the legal proceedings that we are subject to, please refer to the chapter titled “Outstanding Litigations” beginning on page 234. 4. Supporting documents in connection with the biographies of the directors included in the section “Our Management” of this Prospectus are unavailable. Certain documents supporting the information included in this Prospectus with respect to previous work experience of the directors, disclosed in the sections titled “Our Management” on page 119 may not be available. Accordingly, reliance has been placed on declarations and undertakings furnished by such director to us and the Lead Manager to disclose details of their previous work experience in this Prospectus. We and the Lead Manager have been unable to independently verify these details prior to inclusion in this Prospectus. Further, there can be no assurances that our Director will be able to trace the relevant documents pertaining to their previous work experience in future, or at all. 5. A part of our branch network is concentrated in Kerala, Maharashtra and Odisha, and we derive majority of our revenue from these states. Any breakdown of services in these areas could have a material and adverse effect on our results of operations and financial conditions. We derive majority of our revenue from our 183 branches situated in Kerala, Maharashtra and Odisha out of 307 of our total branches as on June 30, 2025. Further, approximately 65.06% of our loan portfolio as on March 31, 2025 is concentrated in these 3 states i.e. Kerala, Maharashtra and Odisha. As a result, we are exposed to risks including any change in policies relating to these states, any localised social unrest, any natural disaster and any event or development which could make business in such states less economically beneficial. Any such risk, if materialises, could have a material adverse effect on the business, financial position and results of operations of our Company. For further details of our branch network within India, please refer to the chapter titled “Our Business - Branch Network” on 70. 6. Our business is capital intensive and any disruption or restrictions in raising financial resources could have a material adverse effect on our liquidity and financial condition. Our liquidity and ongoing profitability are largely dependent upon our timely access to and the costs associated in raising resources. Our funding requirements historically have been met from a combination of borrowings such as working capital limits and term loans from banks and issuance of secured redeemable non-convertible debentures on private placement basis and subordinated debts. Thus, our business depends and will continue to depend on our ability to access diversified low-cost funding sources. Our ability to raise funds on acceptable terms and at competitive rates continue to depend on various factors including our credit ratings, the regulatory environment and policy initiatives in India, developments in the international markets affecting the Indian economy, investors' and/or lenders' perception of demand for debt and equity securities of NBFCs, and our current and future results of operations and financial condition. The global and Indian capital and lending markets are, by nature, highly volatile and access to liquidity can, at times, be significantly reduced. Moreover, since 2018, default in debt repayments by a large NBFC in India led to heightened investor focus around the health of the broader NBFC sector as well as their sources of liquidity. 18This has led to some tightening in liquidity available to certain NBFCs and, as a result, it has become more difficult for certain NBFCs to renew loans and raise capital in recent times. If any event of similar nature and magnitude occurs again in the future, it may result in increased borrowing costs and difficulty in accessing debt in a cost- effective manner. Moreover, we are a NBFC-ND-BL, and do not have access to public deposits. A significant portion of our debt matures each year. Out of the total amount of our outstanding non-convertible debentures (excluding interest thereon but including non-convertible debentures that are matured but not redeemed), issued by our Company as of March 31, 2025, non-convertible debentures amounting to ₹ 9,517.23 lakhs will mature during the next 12 months. In order to retire these instruments, we either will need to refinance this debt, which could be difficult in the event of volatility in the credit markets or raise equity capital or generate sufficient cash to retire the debt. Changes in economic and financial conditions or continuing lack of liquidity in the market could make it difficult for us to access funds at competitive rates. As a NBFC, we also face certain restrictions on our ability to raise money from international markets, which may further constrain our ability to raise funds at attractive rates. Any disruption in our primary funding sources at competitive costs would have a material adverse effect on our liquidity and financial condition. 7. Our financial performance is primarily dependent on interest rate risk. If we are unable to manage interest rate risk in the future it could have an adverse effect on our net interest margin, thereby adversely affecting business and financial condition of our Company. Our results of operations are substantially dependent upon the level of our Net Interest Margins. Income from loans is the largest component of our total income, and constituted 98.34%, 96.94% and 96.46 % for the Financial Years ended March 31, 2023, March 31, 2024 and March 31, 2025 respectively. Interest rates are sensitive to many factors beyond our control, including the RBI’s monetary policies, domestic and international economic and political conditions and other factors. Over the last several years, the Government of India has substantially deregulated the financial sector. As a result, interest rates are now primarily determined by the market, which has increased the interest rate risk exposure of all banks and financial intermediaries in India, including us. Our policy is to attempt to balance the proportion of our interest earning assets, which bear fixed interest rates, with interest bearing liabilities. A significant portion of our liabilities, such as our NCDs carry fixed rates of interest. Moreover, we do not hedge our exposure to interest rate changes. We cannot assure you that we can adequately manage our interest rate risk in the future or can effectively balance the proportion of our fixed rate loan assets and liabilities. Further, changes in interest rates could affect the interest rates charged on interest earning assets and the interest rates paid on interest bearing liabilities in different ways. Thus, our results of operations could be affected by changes in interest rates and the timing of any re-pricing of our liabilities compared with the re-pricing of our assets. In a rising interest rate environment, if the yield on our interest earning assets does not increase at the same time or to the same extent as our cost of funds, or, in a declining interest rate environment, if our cost of funds does not decline at the same time or to the same extent as the yield on our interest earning assets, our net interest income and net interest margin would be adversely affected. There can be no assurance that we will be able to adequately manage our interest rate risk. If we are unable to address the interest rate risk, it could have an adverse effect on our net interest margin, thereby adversely affecting our business and financial condition. 8. We depend on the recognition of the brand, and failure to use, maintain and enhance awareness of the brand would adversely affect our ability to retain and expand our base of customers. Our business is dependent on the continued usage of the brand and trademark. The mark has been registered as a trademark by M. Mathews, Chairman of our Company. Further, 19an application was filed by Thomas Muthoot, Thomas John Muthoot and Thomas George Muthoot before the Intellectual Property Appellate Board, Chennai on July 3, 2012 for the removal, expungement, rectification, cancellation and variation of the trademark with registration number 1267883 in class 36 in the name of M Matthew. Subsequently, the application was transferred to the Intellectual Property Division of the High Court of Judicature at Madras and is currently pending. Any damage to the brand or our reputation may substantially impair our ability to maintain or grow our business or have a material adverse effect on our overall business, financial condition, results of operations and cash flows. In addition, any unauthorized or inappropriate use of our brand, trademarks and other related intellectual property rights by others in their corporate names or product brands or otherwise may harm our brand image, competitive advantages and business and dilute or harm our reputation and brand recognition Moreover, we may also be harmed by the actions of or negative press relating to entities which have similar names. We have in the past instituted proceedings against third parties for infringing upon our licensed trademarks and trade names. Further, if a dispute arises with respect to any of our intellectual property rights or proprietary information, we will be required to produce evidence to defend or enforce our claims, and we may become party to litigation, which may strain our resources and divert the attention of our management. 9. Our Company has high Debt Equity ratio and any further increase in borrowings may have a material adverse effect on our business, financial condition and results of operations. Our Company has raised funds from a combination of borrowings such as working capital limits and term loans from banks and issuance of secured redeemable non-convertible debentures on private placement basis, secured redeemable non-convertible debentures by way of public issue and subordinated debts. We are subject to the RBI’s guidelines on financial regulation of NBFCs, including leverage ratio, capital adequacy, exposure and other prudential norms. As per the prudential norms, the leverage ratio of NBFCs (except NBFC-MFIs, NBFCs-ML and above) shall not be more than 7 at any point of time and our debt equity ratio of 3.96 times as on March 31, 2025, is within the stipulated limits. While this strategic choice has facilitated our ability to undertake various initiatives improving the top lines and bottom lines, it also introduces certain financial considerations. We will continue to monitor and evaluate our capital structure to ensure we maintain a healthy balance between debt and equity financing. For further information, refer section ‘Capital Structure - Debt - equity ratio’ on page 46. 10. We have had negative cash flows in the past. Any negative cash flows in the future could adversely affect our results of operations and financial condition. We have had negative cash flows for operating activities in the past on account of high growth in loans and advances i.e., disbursals as compared with collections for the year and may have negative cash flows in the future. If we experience any cash outflow in the future, this could adversely affect our business prospects, financial condition and results of operations. For further information, see the section titled ‘Financial Statements’ on page 135. (₹ in lakhs) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Net cash generated from/ (used in) operating activities (15,092.75) (13,990.43) (15,544.08) Net cash generated from/ (used in) investing activities (479.18) (301.25) 756.82 Net cash generated from/ (used in) financing activities 15,427.07 11,808.45 15,876.63 11. Volatility in the market price of gold may adversely affect our financial condition, cash flows and results of operations. We extend loans secured mostly by household gold jewellery. A sustained decrease in the market price of gold could cause a corresponding decrease in new Gold Loan in our loan portfolio and, as a result, our interest income. In addition, customers may not repay their loans and the gold jewellery securing the loans may have decreased significantly in value, resulting in losses which we may not be able to support. The impact on our financial position and results of operations of a hypothetical decrease in gold values cannot be reasonably estimated because the market and competitive response to changes in gold values is not pre-determinable. 12. We face increasing competition in our business which may result in declining interest margins. If we are unable to compete successfully, our market share may also decline. Our principal business is providing Gold Loan to customers in India secured by gold jewellery. Historically, the Gold Loan industry in India has been largely unorganised and dominated by local jewellery pawn shops and 20money lenders, with little involvement from public sector or private sector banks. Gold Loan financing was availed predominantly by lower income group customers with limited or no access to other forms of credit, however, such income group has gained increased access to capital through organised and unorganised money lenders, which has increased our exposure to competition. The demand for Gold Loan has also increased due to relatively lower and affordable interest rates, increased need for urgent borrowing or bridge financing requirements, the need for liquidity for assets held in gold and increased awareness and acceptance of Gold Loan financing. All of these factors have resulted in increased competition from other lenders in the Gold Loan industry, including commercial banks and other NBFCs, who also have access to funding from customers’ savings and current deposits. We are reliant on higher cost loans and debentures for our funding requirements, which may reduce our margins compared to competitors. Our ability to compete effectively will depend, to some extent, on our ability to raise low cost funding in the future. If we are unable to compete effectively with other participants in the Gold Loan industry, our business, financial condition and results of operations may be adversely affected. Furthermore, as a result of increased competition in the Gold Loan industry, Gold Loan are becoming increasingly standardised. Variable interest rates, variable payment terms and waiver of processing fees are also becoming increasingly common. 13. We may not be able to realise the full value of our pledged gold, which exposes us to potential loss. We may not be able to realise the full value of our pledged gold, due to, among other things, defects in the quality of gold or sharp downward movement in the price in the future of gold which could result in fall in collateral value. In the event of any decrease in the price of gold, customers may not repay their loans and the value of collateral gold jewellery securing the loans may have decreased significantly, resulting in losses which we may not be able to support. Although, we have in place an internal policy on determining the quality of gold prior to disbursement of the Gold Loan. However, we cannot assure you that the methods followed by us are fool proof and the impurity levels in the gold can be accurately assessed. Further, increase in price of gold allows us to lend more on gold jewellery. We may not be able recover dues on the loan entirely while auctioning the gold jewellery obtained as collateral on account of subsequent fall in gold price. In the case of a default, we may auction the pledged gold in accordance with our auction policy. We cannot assure you that we will be able to auction such pledged gold jewellery at prices sufficient to cover the amounts under default. Moreover, there may be delays associated with the auction process or other processes undertaken by us to recover the amount due to us. Any such failure to recover the expected value of pledged gold could expose us to a potential loss and which could adversely affect our financial condition and results of operations. We may also be affected by failure of employees to comply with internal procedures and inaccurate appraisal. Failure by our employees to properly appraise the value of the collateral provides us with no recourse against the borrower and the loan sanction may eventually result in a bad debt on our books of accounts. In the event we are unable to check the risks arising out of such lapses, our business and results of operations may be adversely affected. 14. We may not be able to successfully sustain our growth strategy. Inability to effectively manage our growth and related issues could materially and adversely affect our business and impact our future financial performance. Our income from operations increased from ₹ 9,430.98 lakhs in the Financial Year ended March 31, 2023 to ₹ 16,407.03 lakhs in the Financial Year ended March 31, 2025, thereby achieving compounded annual growth rate (“CAGR”) of 31.90 %. Furthermore, the loan book increased from ₹ 50,738.79 lakhs for the Financial Year ended March 31, 2023 to ₹ 85,169.41 lakhs in the Financial Year ended March 31, 2025 at a CAGR of 29.56 %. Our growth strategy includes growing our loan book, expanding network of branches and expanding the range of products and services. We cannot assure you that we will be able to execute our growth strategy successfully or continue to achieve or grow at the levels of revenue earned in recent years, or that we will be able to expand further our loan book. Furthermore, there may not be sufficient demand for our services or they may not generate sufficient revenues relative to the costs associated with offering such services. Even if we were able to introduce new services successfully, there can be no assurance that we will be able to achieve our intended return on such investments. 21Further, principal component of our strategy is to continue to grow by expanding the size and geographical scope of our businesses. This growth strategy will place significant demands on our management, financial and other resources. It will require us to continuously develop and improve our operational, financial and internal controls. It also includes undertaking permission from various authorities, including RBI and various regulatory compliances. Continuous expansion increases the challenges involved in financial management, recruitment, training and retaining high quality human resources, preserving our culture, values and entrepreneurial environment, and developing and improving our internal administrative infrastructure. 15. If we are not able to control the level of non-performing assets in our portfolio, the overall quality of our loan portfolio may deteriorate and our results of operations may be adversely affected. We may not be successful in our efforts to improve collections and/or enforce the security interest on the gold collateral on existing as well as future non-performing assets. Moreover, as our loan portfolio increases, we may experience greater defaults in principal and/or interest repayments. Thus, if we are not able to control our level of non-performing assets, the overall quality of our loan portfolio may deteriorate and our results of operations may be adversely affected. Our gross NPAs for the financial years ended March 31, 2023, March 31, 2024 and March 31, 2025 were ₹139.16 lakhs, ₹346.14 lakhs and ₹ 1,363.49 lakhs respectively. The RBI Master Directions prescribe the provisioning required in respect of our outstanding loan portfolio. Should the overall credit quality of our loan portfolio deteriorate, the current level of our provisions may not be adequate to cover further increases in the amount of our non-performing assets. Furthermore, although we believe that our total provision will be adequate to cover all known losses in our asset portfolio, our current provisions may not be adequate. Moreover, there also can be no assurance that there will be no further deterioration in our provisioning coverage as a percentage of gross non-performing assets or otherwise, or that the percentage of non- performing assets that we will be able to recover will be similar to our past experience of recoveries of non- performing assets. In the event of any further increase in our non-performing asset portfolio, there could be an even greater, adverse impact on our results of operations. 16. Our ability to lend against the collateral of gold jewellery has been restricted on account of guidelines issued by RBI, which may have a negative impact on our business and results of operation. RBI vide the Master Directions has stipulated all NBFCs to maintain a loan to value (LTV) ratio not exceeding 75% for loans granted against the collateral of gold jewellery and further prohibits lending against bullion/primary gold. This notification will limit our ability to provide loan on the collateral of gold jewellery and thereby putting us at a disadvantage vis-à-vis unregulated money lenders offering similar products. Further, RBI in the Master Directions, has mandated NBFCs primarily engaged in lending against gold jewellery (such loans comprising 50% or more of their financial assets) to maintain a minimum Tier 1 capital of 12%. Such restrictions imposed by RBI may erode our margins, impact our growth and business prospects. RBI in the Master Directions further tightened the norms for lending against the security of gold ornaments by pegging the maximum lendable value (LTV) to 30 day moving average closing price of 22 carat gold quoted by India Bullion and Jewellers Association Limited (formerly known as Bombay Bullion Association Limited). Any such future restrictions by RBI could have a negative impact on our business and results of operation. 17. We are subjected to supervision and regulation by the RBI as a NBFCs – Base Layer, and changes in RBI’s regulations or period inspection governing us could adversely affect our business. We are subject to the RBI’s guidelines on financial regulation of NBFCs, including capital adequacy, exposure and other prudential norms. The RBI also regulates the credit flow by banks to NBFCs and provides guidelines to commercial banks with respect to their investment and credit exposure norms for lending to NBFCs. The RBI’s regulations of NBFCs could change in the future which may require us to restructure our activities, incur additional cost or could otherwise adversely affect our business and our financial performance. Through the Master Directions, RBI has amended the regulatory framework governing NBFCs to address concerns pertaining to risks, regulatory gaps and arbitrage arising from differential regulations and aims to harmonise and simplify regulations to facilitate a smoother compliance culture among NBFCs. As a NBFCs – Base Layer, our Company is required to maintain a capital adequacy ratio of at least 15.00% of our aggregate risk-weighted assets of our balance sheet (on-balance sheet and of risk adjusted value of off balance sheet items) on an ongoing basis. Our Company’s capital adequacy ratio was 26.01% as of December 31, 2024. 22If we continue to grow our Total Credit Exposure and asset base, we will be required to raise additional capital in order to continue to meet applicable capital adequacy ratios with respect to our business. There can be no assurance that we will be able to raise adequate additional capital in the future on terms favourable to us or at all, which could result in non-compliance with applicable capital adequacy ratios and may adversely affect the growth of our business. Further, our Tier I capital adequacy ratio of was 19.04% as of March 31, 2025. If we continue to grow our loan portfolio and asset base, we will be required to raise additional Tier I and Tier II capital in order to continue to meet applicable capital adequacy ratios and Tier I capital requirements with respect to our business of Gold Loan. There can be no assurance that we will be able to maintain adequate capital adequacy ratio or Tier I capital by raising additional capital in the future on terms favourable to us, or at all. Failure to maintain adequate capital adequacy ratio or Tier I capital may adversely affect the growth of our business. Moreover, under the Master Directions – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023, the threshold for defining the NBFCs based on their size, activity and perceived riskiness. NBFCs-Base Layer will be those NBFCs which have below asset size of ₹ 100,000 lakhs as per the last audited balance sheet. We cannot assure you that the Master Directions and its applicability to us will not have a material and adverse effect on our future financial conditions and results of operations. Even though the RBI, has not provided for any restriction on interest rates that can be charged by non-deposit taking NBFCs, there can be no assurance that the RBI and/or the Government will not implement regulations or policies, including policies or regulations or legal interpretations of existing regulations, relating to or affecting interest rates, taxation, inflation or exchange controls, or otherwise take action, that could have an adverse effect on non-deposit taking NBFCs. In addition, there can be no assurance that any changes in the laws and regulations relative to the Indian financial services industry will not adversely impact our business. As an NBFC, we are subject to periodic inspection by RBI under Section 45N of the RBI Act, 1934 (“RBI Act”), pursuant to which the RBI inspects our books of accounts and other records for the purpose of verifying the correctness or completeness of any statement, information or particulars furnished to the RBI. Any irregularities found during such investigations by such regulatory authorities could, similarly, expose us to warnings, penalties and restrictions. During the course of finalization of inspection, regulatory authorities share their findings and recommendations with us and give us an opportunity to provide justification and clarifications. Further, such regulatory authorities also seek certain clarifications and share their findings in the ordinary course of business. We respond to observations made by such authorities and address them appropriately; however, we cannot assure you that these authorities will not find any deficiencies in future inspections or otherwise/ the authorities will not make similar or other observations in the future. 18. We may be subject to regulations in respect of provisioning for non-performing assets. If such provisions are not sufficient to provide adequate cover for loan losses that may occur, this could have an adverse effect on our financial condition, liquidity and results of operations. RBI guidelines prescribe the provisioning required in respect of our outstanding loan portfolio. These provisioning requirements may require us to reserve lower amounts than the provisioning requirements applicable to financial institutions and banks in other countries. The provisioning requirements may also require the exercise of subjective judgments of management. The RBI vide the Master Directions provides for the regulatory framework governing NBFCs pertaining to provision for standard assets. The requirement is to make a provision for standard asset at 0.4% of the outstanding. There are multiple factors that affect the level of NPAs in our Company. Prominent among them are fall in value of gold, increase in the LTV ratio for gold loan etc. The level of our provisions may not be adequate to cover further increases in the amount of our nonperforming assets or a decrease in the value of the underlying gold collateral. If such provisions are not sufficient to provide adequate cover for loan losses that may occur, or if we are required to increase our provisions, this could have an adverse effect on our financial condition, liquidity and results of operations and may require us to raise additional capital. 19. Our ability to borrow from various banks may be restricted on account of guidelines issued by the RBI, imposing restrictions on banks in relation to their exposure to NBFCs. Any limitation on our ability to borrow from such banks may increase our cost of borrowing, which could adversely impact our growth, business and financial condition. 23Under RBI Master Circular DBR.BP.BC.No.5/21.04.172/2015-16 on bank finance to NBFCs issued on July 1, 2015, the exposure (both lending and investment, including off balance sheet exposures) of a bank to a single NBFC engaged in lending against collateral of gold jewellery (i.e. such loans comprising 50% or more of its financial assets) should not exceed 7.5%, of its capital funds. Banks may, however, assume exposures on a single NBFC up to 12.5% of their capital funds, provided the exposure in excess of 7.5% is on account of funds on-lent by the NBFC to the infrastructure sector. Further, banks may also consider fixing internal limits for their aggregate exposure to all NBFCs put together and should include internal sub-limit to all NBFCs providing Gold Loan (i.e. such loans comprising 50% or more of their financial assets), including us. This limits the exposure that banks may have on NBFCs such as us, which may restrict our ability to borrow from such banks and may increase our cost of borrowing, which could adversely impact our growth, business and financial condition. 20. Our Gold Loan are due within 12 months of disbursement, and a failure to disburse new loans may result in a reduction of our loan portfolio and a corresponding decrease in our interest income. The Gold Loan we offer are due within a period of upto 12 months of disbursement. The relatively short-term nature of our loans means that we are not assured of long-term interest income streams compared to businesses that offer loans with longer terms. In addition, our existing customers may not obtain new loans from us upon maturity of their existing loans, particularly if competition increases. The short-term nature of our loan products and the potential instability of our interest income could materially and adversely affect our results of operations and financial position. 21. Inaccurate appraisal of gold by our personnel may adversely affect our gold loan business and financial condition. The accurate appraisal of pledged gold is a significant factor in the successful operation of our business and such appraisal requires a skilled and reliable workforce. Inaccurate appraisal of gold by our workforce may result in gold being overvalued and pledged for a loan that is higher in value than the gold’s actual value, which could adversely affect our reputation and business. Further, we are subject to the risk that our gold appraisers may engage in fraud regarding their estimation of the value of pledged gold. Any such inaccuracies or fraud in relation to our appraisal of gold may adversely affect our reputation, business and financial condition. 22. We are subject to regulations in relation to minimum capital adequacy requirements and our inability to maintain our capital adequacy ratio could adversely affect our business. The RBI Master Directions currently require NBFCs to comply with a capital to risk (weighted) assets ratio (“CRAR”), consisting of Tier I and Tier II capital. Under these requirements, Tier I and Tier II capital should not be less than 15% of the sum of the NBFC’s risk-weighted assets on-balance sheet and of risk adjusted value of off-balance sheet items, as applicable. In addition, our Tier I capital, at any point in time, shall not be less than 10%. For details, see “Key Regulations and Policies” on page 272. As of March 31, 2025, our CRAR was 25.36 %, with Tier I capital comprising 19.04% and Tier II capital comprising of 6.32%. As we continue to grow our loan portfolio and asset base, we will be required to raise additional Tier I and Tier II capital in order to remain in compliance with the applicable CRARs. Further, the RBI may increase its minimum CRAR threshold, which may require us to raise additional capital. We cannot assure you that we will be able to raise adequate capital in the future on terms favourable to us, or at all, which may adversely affect the growth of our business. Further, the RBI may also in the future require compliance with other prudential norms and standards, which may require us to alter our business and accounting practices or take other actions that could adversely affect our business and operating results. 23. Our branches are vulnerable to theft and burglary. While we are insured against the risk of burglary arising from our business, such insurance may not be sufficient to fully cover the losses we suffer and this may result in adverse effect on our financial condition and results of operations. Storage of pledged gold jewellery as part of our business entails the risk of theft/burglary and resulting loss to our reputation and business. The short tenure of the loans advanced by us and our practice of processing loan repayments within short timelines require us to store pledged gold on our premises at all points in time. With regard to cases of theft/burglaries, we may not be able to recover the entire amount of the loss suffered and may receive only a partial payment of the insurance claim. While we are insured against the risk of burglary arising from our business, such insurance may not be sufficient to fully cover the losses we suffer. Further, the actual 24recovery of the insured amount from the insurer requires the undertaking of certain procedures, and any delay in recovery could adversely affect our reputation and results of operation. 24. The insurance coverage taken by us may not be adequate to protect against certain business risks. This may adversely affect our financial condition and result of operations. Operating and managing a Gold Loan business involves many risks that may adversely affect our operations and the availability of insurance is therefore important to our operations. We believe that our insurance coverage is adequate to cover us. However, to the extent that any uninsured risks materialise or if it fails to effectively cover any risks, we could be exposed to substantial costs and losses that would adversely affect our financial condition. In addition, we cannot be certain that the coverage will be available in sufficient amounts to cover one or more large claims or that our insurers will not disclaim coverage as to any particular claim or claims. Occurrence of any such situation could adversely affect our financial condition and results of operations. 25. Our entire customer base comprises individual borrowers, who generally are more likely to be affected by declining economic conditions than larger corporate borrowers. A majority of our customer base belongs to the low to medium income group. Furthermore, unlike many developed economies, a nationwide credit bureau has only recently become operational in India, so there is less financial information available about individuals, particularly our focus customer segment of the low to medium income group. It is therefore difficult to carry out precise credit risk analyses on our customers. While we follow certain procedures to evaluate the credit profile of our customers before we sanction a loan, we generally rely on the quality of the pledged gold rather than on a stringent analysis of the credit profile of our customers. Although we believe that our risk management controls are sufficient, we cannot be certain that they will continue to be sufficient or that additional risk management policies for individual borrowers will not be required. Failure to maintain sufficient credit assessment policies, particularly for individual borrowers, could adversely affect our loan portfolio, which could in turn have an adverse effect on our financial condition, cash flows and results of operations. 26. We strive to attract, retain, and motivate key employees, Key Managerial Personnel/Senior Management, as they play a critical role in driving our business operations and success. Any failure to hire key executives or employees, or the loss of any member could adversely affect our business, results of operations, and overall performance. While we strive to attract, train, motivate, and retain highly skilled employees, including branch managers and gold assessment technical personnel, any inability on our part to hire additional personnel or retain existing qualified employees may impair our ability to expand our business and could result in a decline in revenue. Hiring and retaining skilled managers and sales representatives is critical to our future, particularly given the intense competition for experienced employees in the gold loan industry. Additionally, we may face challenges in hiring and retaining sufficient skilled and experienced personnel to replace those who leave, or in re- deploying and retaining employees to adapt to technological advancements, evolving standards, and changing customer preferences. Our business success is also significantly reliant on our core management team, which oversees the operations, strategy, and growth of our businesses. Our Key Managerial Personnel and Senior Management have been integral to our development and the implementation of our strategy. If one or more members of our management team were unable or unwilling to continue in their present roles, it could be challenging to find suitable replacements, which may adversely affect our business, operations, and results. 27. We are subject to the risk of fraud by our employees and customers. Our lending operations involve significant amounts of cash collection which may be susceptible to loss or misappropriation or fraud by our employees. Specifically, employees operating in remote areas may be susceptible to criminal elements which may adversely affect our business, operations and ability to recruit and retain employees We are exposed to the risk of fraud and other misconduct by employees and customers. While we carefully recruit all of our employees and screen all our employees who are responsible for disbursement of Gold Loan and custody of gold, there could be instances of fraud with respect to Gold Loan and cash related misappropriation by our employees. We are required to report cases of internal fraud to the RBI, which may take appropriate action. We cannot guarantee you that such acts of fraud will not be committed in the future, and any such occurrence of fraud would adversely affect our reputation, business and results of operations. 25Our lending and collection operations involve handling of significant amounts of cash, including collections of instalment repayments in cash which is the norm in the finance industry. Large amounts of cash collection expose us to the risk of loss, fraud, misappropriation or unauthorised transactions by our employees responsible for dealing with such cash collections. While we obtain insurance, coverage including fidelity coverage and coverage for cash in safes and in transit and undertake various measures to detect and prevent any unauthorised transactions, fraud or misappropriation by our employees, these measures may not be sufficient to prevent or deter such activities in all cases, which may adversely affect our business operations and financial condition. In addition, we may be subject to regulatory or other proceedings in connection with any such unauthorised transaction, fraud or misappropriation by our agents or employees, which could adversely affect our goodwill, business prospects and future financial performance. Further, our employees operating in remote areas may be particularly susceptible to criminal elements as they are involved in cash collection and transportation due to lack of local banking facilities. In the event of any such adverse incident our ability to continue our operations in such areas will be adversely affected and our employee recruitment and retention efforts may be affected, thereby affecting our expansion plans. In addition, if we determine that certain areas of India pose a significantly higher risk of crime or political strife and instability, our ability to operate in such areas will be adversely affected. 28. We are subject to the risk of unknowingly receiving stolen goods as collateral from customers which may result in loss of collateral for the loan disbursed We have a policy in place to satisfy ownership of the gold jewellery and have taken adequate steps to ensure that the KYC guidelines stipulated by RBI are followed and due diligence of the customer is undertaken prior to the disbursement of loans. However, in the event that we unknowingly receive stolen goods as collateral from a customer, the goods can be seized by authorities. Once seized by the authorities, gold items will be stored in court storage facilities without a surety arrangement. No recourse is generally available to our Company in the event of such seizure, except the recovery of the loss from the customer. Any seizure of the gold ornaments by the authorities shall result in us losing the collateral for the loan disbursed and could adversely affect our business and results of operations. 29. System failures or inadequacy and security breaches in computer systems may adversely affect our operations and result in financial loss, disruption of our businesses, regulatory intervention or damage to our reputation. Our business is increasingly dependent on our ability to process, on a daily basis, a large number of transactions. Through our information technology systems, we manage our operations, market to our target customers, and monitor and control risks. We are dependent upon the IT software for effective monitoring & management, and any failure in our IT systems or loss of connectivity or any loss of data arising from such failure can impact our business and results of operations. Our ability to operate and remain competitive will depend in part on our ability to maintain and upgrade our information technology systems on a timely and cost-effective basis. The information available to and received by our management through our existing systems may not be timely and sufficient to manage risks or to plan for and respond to changes in market conditions and other developments in our operations. We may experience difficulties in upgrading, developing and expanding our systems quickly enough to accommodate our growing customer base and business operations. Our operations also rely on the secure processing, storage and transmission of confidential and other information in our computer systems and networks. Our computer systems, software and networks may be vulnerable to unauthorised access, computer viruses or other malicious code and other events that could compromise data integrity and security. Any failure to effectively maintain or improve or upgrade our management information systems in a timely manner could materially and adversely affect our competitiveness, financial position and results of operations. Moreover, if any of these systems do not operate properly or are disabled or if there are other shortcomings or failures in our internal processes or systems, it could affect our operations or result in financial loss, disruption of our businesses, regulatory intervention or damage to our reputation. In addition, our ability to conduct business may be adversely impacted by a disruption in the infrastructure that supports our businesses and the localities in which we are located. 2630. We have entered into, and will continue to enter into, related party transactions. We have entered into certain transactions with related parties and are likely to continue to do so in the future. Although all such related-party transactions are at arm’s length, as required under the Companies Act and SEBI Listing Regulations. We cannot assure you that such transactions, individually or in aggregate, will not have an adverse effect on our financial condition and results of operations or that we could not have achieved more favourable terms if such transactions had not been entered into with related parties. Such related-party transactions may potentially involve conflicts of interest which may be detrimental to our interest and we cannot assure you that such transactions, individually or in the aggregate, will always be in the best interests of our minority shareholders and will not have an adverse effect on our business, financial condition and results of operations. For further details, see Note 38, Note 23 and Note 23 of “Financial Statements” on page F- 184, F-95, F-39, respectively beginning on page 135. 31. Our internal procedures, on which we rely for obtaining information on our customers and loan collateral, may be deficient and result in business losses. We rely on our internal procedures for obtaining information relating to our customers and the loan collateral provided. In the event of lapses or deficiencies in our procedures or in their implementation, we may be subject to business or operational risk. For example, in the event that we unknowingly receive stolen goods as collateral from a customer, the goods can be seized by authorities. Once seized by the authorities, gold items will be stored in court storage facilities without a surety arrangement. No recourse will generally be available to our Company in the event of such seizure, except the recovery of the loss from the customer. 32. Our inability to open new branches at correct locations may adversely affect our business. Our business is dependent on our ability to service and support our customers from proximate locations and thereby giving our customers easy access to our services. Further, it is vital for us to be present in key locations for sourcing business as we depend on these branches to earn revenue. Thus, any inability on our part to open new branches at correct locations may adversely affect our business and results of operations. 33. Our inability to obtain, renew or maintain our statutory and regulatory permits and approvals required to operate our business may have a material adverse effect on our business, financial condition and results of operations. NBFCs in India are subject to strict regulations and supervision by the RBI. In addition to the numerous conditions required for the registration as a NBFC with the RBI, we are required to maintain certain statutory and regulatory permits and approvals for our business. In the future, we will be required to renew such permits and approvals and obtain new permits and approvals for any proposed operations. There can be no assurance that the relevant authorities will issue any of such permits or approvals in the time-frame anticipated by us or at all. Failure on our part to renew, maintain or obtain the required permits or approvals may result in the interruption of our operations and may have a material adverse effect on our business, financial condition and results of operations. In addition, our branches are required to be registered under the relevant shops and establishments laws of the states in which they are located. The shops and establishment laws regulate various employment conditions, including working hours, holidays and leave and overtime compensation. Some of our branches have not applied for such registration while other branches still have applications for registration pending. If we fail to obtain or retain any of these approvals or licenses, or renewals thereof, in a timely manner, or at all, our business may be adversely affected. If we fail to comply, or a regulator claims we have not complied, with any of these conditions, our certificate of registration may be suspended or cancelled and we shall not be able to carry on such activities. RISKS PERTAINING TO THIS ISSUE 34. Changes in interest rates may affect the price of our NCDs which frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the price of our NCDs. All securities where a fixed rate of interest is offered, such as our NCDs, are subject to price risk. The price of such securities will vary inversely with changes in prevailing interest rates, i.e., when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent of fall or rise in the prices is a function of the existing coupon, days to maturity and the increase or decrease in the level of prevailing interest 27rates. Increased rates of interest, which frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the price of our NCDs. 35. The fund requirement and deployment mentioned in the Objects of the Issue have not been appraised by any bank or financial institution. We intend to use the proceeds of the Issue, after meeting the expenditures of and related to the Issue, for the purpose of onward lending and financing and for repayment/ prepayment of principal and interest of borrowings of the Company and also for general corporate purposes. For further details, see “Objects of the Issue” at page 48. The fund requirement and deployment are based on internal management estimates and has not been appraised by any bank or financial institution. The management will have significant flexibility in applying the proceeds received by us from the Issue. The utilization details of the proceeds of the Issue shall be adequately disclosed as per applicable law. Further, as per the provisions of the SEBI NCS Regulations, we are not required to appoint a monitoring agency and therefore no monitoring agency has been appointed for the Issue. 36. The liquidity for the NCDs in the secondary market is very low and it may remain so in the future and the price of the NCDs may be volatile. The Issue will be a new public issue of NCDs for our Company and the liquidity in NCDs at present is very low in the secondary market. Although an application has been made to list the NCDs on BSE, there can be no assurance that liquidity for the NCDs will improve, and if liquidity for the NCDs were to improve, there is no obligation on us to maintain the secondary market. The liquidity and market prices of the NCDs can be expected to vary with changes in market and economic conditions, our financial condition and prospects and other factors that generally influence market price of NCDs. Such fluctuations may significantly affect the liquidity and market price of the NCDs, which may trade at a discount to the price at which you purchase the NCDs. 37. You may not be able to recover, on a timely basis or at all, the full value of the outstanding amounts and/or the interest accrued thereon in connection with the NCDs. Failure or delay to recover the expected value from a sale or disposition of the assets charged as security in connection with the NCDs could expose the holders to a potential loss. Our ability to pay interest accrued on the NCDs and/or the principal amount outstanding from time to time in connection therewith would be subject to various factors, including, inter-alia our financial condition, profitability and the general economic conditions in India and in the global financial markets. We cannot assure you that we would be able to repay the principal amount outstanding from time to time on the NCDs and/or the interest accrued thereon in a timely manner or at all. Although our Company will create appropriate security in favour of the Debenture Trustee for the NCD Holders on the assets adequate to ensure minimum 100.00% asset cover for the NCDs, which shall be free from any encumbrances, the realisable value of the assets charged as security, when liquidated, may be lower than the outstanding principal and/or interest accrued thereon in connection with the NCDs. A failure or delay to recover the expected value from a sale or disposition of the assets charged as security in connection with the NCDs could expose you to a potential loss. 38. There can be no assurance that the NCDs issued pursuant to this Issue will be listed on the Stock Exchange in a timely manner, or at all. In accordance with Indian law and practice, permission for listing and trading of the NCD issued pursuant to this issue will not be granted until after the NCDs have been issued and allotted. Approval for listing and trading will require all relevant documents authorising the issue of NCDs to be submitted. There could be a failure or delay in listing the NCDs in BSE for reasons unforeseen. If permission to deal in and for an official quotation of the NCDs is not granted by BSE, our Company will forthwith repay, without interest, all monies received from the Applicants in accordance with prevailing law in this context, and pursuant to this Prospectus. 39. In case of outstanding debt instruments, deposits, or borrowings, any default in compliance with the material covenants could expose you to significant risks. These covenants may include the creation of security as per the agreed terms, default in payment of interest, default in redemption or repayment, and default in payment of penal interest wherever applicable. The covenants of the Issue are set out under “Issue Structure – Covenants of the Issue” at page 197 and in the Debenture Trust Hypothecation Deed which will be duly filed with the stock exchange in terms of SEBI Master 28Circular, as amended. These covenants have been mutually agreed upon between our Company and the Debenture Trustee. Our ability to comply with these covenants is subject to various factors including our financial condition, profitability, and the general economic conditions in India and in the global financial markets. In accordance with the terms and conditions of the outstanding debt instruments, deposits, or borrowings, any failure to comply with the material covenants could lead to significant risks. These covenants may include the creation of security as per terms agreed, default in payment of interest, default in redemption or repayment, and default in payment of penal interest, among others. While our Company shall take all necessary steps to comply with these covenants within the timelines prescribed by SEBI, there could be a failure or delay in compliance due to unforeseen circumstances. Any such default could lead to penalties, legal actions, or even trigger a default on other obligations under cross-default provisions which may adversely affect our business, results of operations, financial condition and cash flows. There is no assurance that the Company will be able to avoid such defaults, and any such event could expose you to significant financial and legal risks. It is important for investors to understand these risks and consider them when making their investment decisions. 40. There may be no active market for the NCDs on the retail debt market/capital market segment of the BSE. As a result, the liquidity and market prices of the NCDs may fail to develop and may accordingly be adversely affected. There can be no assurance that an active market for the NCDs will develop. If an active market for the NCDs fails to develop or be sustained, the liquidity and market prices of the NCDs may be adversely affected. The market price of the NCDs would depend on various factors inter alia including (i) the interest rate on similar securities available in the market and the general interest rate scenario in the country, (ii) the market price of our Equity Shares, (iii) the market for listed debt securities, (iv) general economic conditions, (v) our financial performance, growth prospects and results of operations and (vi) limited and sporadic trading. The aforementioned factors may adversely affect the liquidity and market price of the NCDs, which may trade at a discount to the price at which you purchase the NCDs and/or be relatively illiquid. 41. We cannot guarantee the accuracy or completeness of facts and other statistics with respect to India, the Indian economy and the NBFC and Gold Loan industries contained in this Prospectus. While facts and other statistics in this Prospectus relating to India, the Indian economy as well as the Gold Loan industry have been based on various publications and reports from agencies that we believe are reliable, we cannot guarantee the quality or reliability of such materials, particularly since there is limited publicly available information specific to the Gold Loan industry. While we have taken reasonable care in the reproduction of such information, industry facts and other statistics, the same have not been prepared or independently verified by us or any of our respective affiliates or advisors and, therefore we make no representation as to their accuracy or completeness. These facts and other statistics include the facts and statistics included in the chapter titled “Industry Overview” beginning on page 62. Due to possibly flawed or ineffective data collection methods or discrepancies between published information and market practice and other problems, the statistics herein may be inaccurate or may not be comparable to statistics produced elsewhere and should not be unduly relied upon. Further, there is no assurance that they are stated or compiled on the same basis or with the same degree of accuracy, as the case may be, elsewhere. 42. Our Company may raise further borrowings and charge its assets after receipt of necessary consents from its existing lenders. In such a scenario, the Debenture Holders holding the NCDs will rank pari passu with other secured creditors and to that extent, may reduce the amounts recoverable by the Debenture Holders upon our Company’s bankruptcy, winding up or liquidation Our Company may, subject to receipt of all necessary consents from its existing lenders and the Debenture Trustee to the Issue, raise further borrowings and charge its assets. Our Company is free to decide the nature of security that may be provided for future borrowings. In such a scenario, the Debenture Holders holding the NCDs will rank pari passu with other creditors and to that extent, may reduce the amounts recoverable by the Debenture Holders upon our Company’s bankruptcy, winding up or liquidation. 43. In the event of liquidation or bankruptcy, the new bankruptcy code in India may affect our Company's right to recover loans from its borrowers. 29The Insolvency and Bankruptcy Code, 2016 (“Bankruptcy Code”) was notified on August 5, 2016. The Bankruptcy Code offers a uniform and comprehensive insolvency legislation encompassing all companies, partnerships and individuals (other than financial firms). It allows creditors to assess the viability of a debtor as a business decision and agree upon a plan for its revival or a speedy liquidation. The Bankruptcy Code creates a new institutional framework, consisting of a regulator, insolvency professionals, information utilities and adjudicatory mechanisms, which will facilitate a formal and time-bound insolvency resolution and liquidation process. In case insolvency proceedings are initiated against a debtor to our Company, we may not have complete control over the recovery of amounts due to us. Under the Bankruptcy Code, upon invocation of an insolvency resolution process, a committee of creditors is constituted by the interim resolution professional, wherein each financial creditor is given a voting share proportionate to the debts owed to it. Any decision of the committee of creditors must be taken by a vote of not less than 66% of the voting share of all financial creditors. Any resolution plan approved by committee of creditors is binding upon all creditors, even if they vote against it. In case a liquidation process is opted for, the Bankruptcy Code provides for a fixed order of priority in which proceeds from the sale of the debtor’s assets are to be distributed. Before sale proceeds are distributed to a secured creditor, they are to be distributed for the costs of the insolvency resolution and liquidation processes, debts owed to workmen and other employees, and debts owed to unsecured credits. Further, under this process, dues owed to the Central and State Governments rank at par with those owed to secured creditors. Moreover, other secured creditors may decide to opt out of the process, in which case they are permitted to realise their security interests in priority. Accordingly, if the provisions of the Bankruptcy Code are invoked against any of the borrowers of our Company, it may affect our Company’s ability to recover our loans from the borrowers and enforcement of our Company’s rights will be subject to the Bankruptcy Code. EXTERNAL RISK FACTORS 44. Any downgrading of India’s debt rating by an international rating agency could have a negative impact on our business. India’s sovereign debt rating could be downgraded due to several factors, including changes in tax or fiscal policy or a decline in India’s foreign exchange reserves, all which are outside our control. Any adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies may adversely impact our ability to raise additional external financing, and the interest rates and other commercial terms at which such additional financing is available. This could have an adverse effect on our business and future financial performance and our ability to obtain financing for capital expenditures. 45. Instability of economic policies and the political situation in India could adversely affect the fortunes of the industry. There is no assurance that the liberalisation policies of the government will continue in the future. Protests against privatisation could slow down the pace of liberalisation and deregulation. The Government of India plays an important role by regulating the policies and regulations that govern the private sector. The current economic policies of the government may change at a later date. The pace of economic liberalisation could change and specific laws and policies affecting the industry and other policies affecting investments in our Company’s business could change as well. A significant change in India’s economic liberalisation and deregulation policies could disrupt business and economic conditions in India and thereby affect our Company’s business. Unstable domestic as well as international political environment could impact the economic performance in the short term as well as the long term. The Government of India has pursued the economic liberalisation policies including relaxing restrictions on the private sector over the past several years. The present Government has also announced polices and taken initiatives that support continued economic liberalisation. The Government has traditionally exercised and continues to exercise a significant influence over many aspects of the Indian economy. Our Company’s business may be affected not only by changes in interest rates, changes in Government policy, taxation, social and civil unrest but also by other political, economic or other developments in or affecting India. 3046. Financial difficulties and other problems in certain financial institutions in India could cause our business to suffer and adversely affect our results of operations. We are exposed to the risks of the Indian financial system, which in turn may be affected by financial difficulties and other problems faced by certain Indian financial institutions. Certain Indian financial institutions have experienced difficulties during recent years. Some co-operative banks (which tend to operate in rural sector) have also faced serious financial and liquidity crises. There has been a trend towards consolidation with weaker banks, NBFCs and HFCs being merged with stronger entities. The problems faced by individual Indian financial institutions and any instability in or difficulties faced by the Indian financial system generally could create adverse market perception about Indian financial institutions, banks and NBFCs. This in turn could adversely affect our business, our future financial performance, our shareholders’ funds and the market price of our NCDs. 47. Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries could adversely affect the financial markets and our business. Terrorist attacks and other acts of violence or war may negatively affect our business and may also adversely affect the worldwide financial markets. These acts may also result in a loss of business confidence. In addition, any deterioration in relations between India and its neighbouring countries might result in investor concern about stability in the region, which could adversely affect our business. India has also witnessed civil disturbances in recent years, and it is possible that future civil unrest as well as other adverse social, economic and political events in India could have a negative impact on us. Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse impact on our business and the market price of our NCDs. 48. Natural calamities could have a negative impact on the Indian economy, particularly the agriculture sector, and cause our business to suffer. India has experienced natural calamities such as earthquakes, a tsunami, floods and drought in the past few years. The extent and severity of these natural disasters determines their impact on the Indian economy. Further, prolonged spells of below normal rainfall or other natural calamities could have a negative impact on the Indian economy thereby, adversely affecting our business. 49. Any downgrading of India’s debt rating by an international rating agency could have a negative impact on our business. Any adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies may adversely impact our ability to raise additional financing, the interest rates and other commercial terms at which such additional financing is available. This could have a material adverse effect on our business and financial performance, our ability to raise financing for onward lending and the price of our NCDs. 50. Significant fluctuations in exchange rates between the Rupee and foreign currencies may have an adverse effect on our results of operations. Our results of operations may be adversely affected if the Indian rupee fluctuates significantly against foreign currencies or if our hedging strategy is unsuccessful. To the extent that our liabilities and expenditures are not denominated in Indian rupees, despite us entering into foreign exchange hedging contracts from time to time, exchange rate fluctuations could affect the amount of income and expenditure we recognise. In addition, the policies of RBI may also change from time to time, which may limit our ability to hedge our foreign currency exposures adequately. 31SECTION III – INTRODUCTION GENERAL INFORMATION Our Company was incorporated on March 3, 1997, as ‘Muthoot Mercantile Limited’, a public limited company under the Companies Act, 1956 with a certificate of incorporation issued by the Registrar of Companies, Kerela at Kochi. Our Company also obtained the certificate of commencement of business dated March 11, 1997 from the Registrar of Companies, Kerala at Kochi. For details of changes in our registered office, see “History and Certain Other Corporate Matters” on page 117. NBFC Registration Our Company had originally obtained a Certificate of Registration in the name of Muthoot Mercantile Limited dated December 12, 2002 bearing registration no. 16.00178 issued by the RBI to commence the business of non- banking financial institution without accepting public deposits subject to the conditions mentioned in the Certificate of Registration under Section 45 IA of the RBI Act. Registration The registration number, corporate identity number and Legal Entity Identifier Number of our Company are as follows: i. Company Registration Number with RoC: 011260 ii. Corporate Identity Number issued by RoC: U65921KL1997PLC011260. iii. LEI: 984500F0IH75EC7A4156 iv. Permanent Account Number: AABCM5297K Liability of the members of the Company Limited by shares Registrar of Companies Our Company is registered with the Registrar of Companies, Kerala, Ernakulam, which is situated at the following address: Company Law Bhavan, BMC Road, Thrikkakara P.O Kakkanad, Kochi - 682 021, Kerala Registered Office 1st Floor, North Block, Muthoot Floors, Opposite W&C Hospital, Thycaud, Thiruvananthapuram – 695014, Kerala, India. Email: info@muthootenterprises.com Telephone: +91-0471-277-4800 Website: www.muthootenterprises.com For further details regarding changes to our Registered Office, see “History and Certain Corporate Matters” on page 117. Board of Directors The following table sets out the details regarding the Board of Directors as on date: 32Name, Designation and DIN Age Address (in years) Mathew Mathaininan 82 Muthoot House, No. 26, Mummy’s Colony, Kuravankonam, Thiruvananthapuram – 695 Designation: Chairman and Whole-Time 003, Kowdiar, Kerala India. Director DIN: 00063078 Richi Mathew 50 Muthoot House, No. 26, Mummy’s Colony, Kuravankonam, Thiruvananthapuram – 695 Designation: Managing Director 003, Kowdiar, Kerala India. DIN: 00224336 Ammini Mathew 74 Muthoot House, No. 26, Mummy’s Colony, Kuravankonam, Thiruvananthapuram – 695 Designation: Whole Time Director 003, Kowdiar, Kerala India. DIN: 00533771 Asha Richi Mathew 39 Muthoot House, No. 26, Mummy’s Colony, Kuravankonam, Thiruvananthapuram – 695 Designation: Non-Executive Director 003, Kowdiar, Kerala India. DIN: 05172361 Antony Robert John 58 Little Flower, Cottage, Pravachambalam, Nemom P O, Pallichal, Thiruvananthapuram Designation: Independent Director – 695020, Kerala India. DIN: 10213030 Dillark Justin 44 Pushpa Vihar, TENRA -124-A, Elankam Nagar, Thycadu PO, Thiruvananthapuram – Designation: Independent Director 695014, Kerala, India. DIN: 09771752 Chief Financial Officer Rajeev M R Muthoot Mercantile Limited, 1st Floor, North Block, Muthoot Floors, Opposite W&C Hospital, Thycaud, Thiruvananthapuram – 695014, Telephone: +91 -0471 2774800 E-mail: cfo@muthootenterprises.com Company Secretary and Compliance Officer: Arun Kumar V K Muthoot Mercantile Limited, 1st Floor, North Block, Muthoot Floors, Opposite W&C Hospital, Thycaud, Thiruvananthapuram – 695014, Telephone: +91 0471 2774800 E-mail: cs@muthootentereprises.com Investors may contact the Registrar to the Issue or the Compliance Officer for the Issue and Company Secretary in case of any pre- Issue or post Issue related issues such as non-receipt of Allotment Advice, demat credit of allotment of NCDs or refund orders. All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as name of the Applicant, Application Form number, Applicant’s DP ID, Client ID, PAN, address of Applicant, number of NCDs applied for, ASBA Account number in which the amount equivalent to the application, Amount was 33blocked or the UPI ID (for UPI Investors who make the payment of Application Amount through the UPI Mechanism), date of Application Form and the name and address of the relevant Designated Intermediary where the Application was submitted. All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to the relevant SCSB, giving full details such as name, address of Applicant, Application Form number, number of NCDs applied for, amount blocked on Application and the Designated Branch or the collection centre of the SCSB where the Application Form was submitted by the ASBA Applicant. All grievances related to the UPI process may be addressed to the Stock Exchange, which shall be responsible for addressing investor grievances arising from applications submitted online through the App based/ web interface platform of stock exchange or through their Trading Members. The intermediaries shall be responsible for addressing any investor grievances arising from the applications uploaded by them in respect of quantity, price or any other data entry or other errors made by them. All grievances arising out of Applications for the NCDs made through the Online Stock Exchanges Mechanism (app based/wed interface platform) of the Stock Exchanges, or through Trading Members, may be addressed directly to the Stock Exchange, with a copy to the Registrar to the Issue. Lead Manager to the Issue Vivro Financial Services Private Limited Vivro House 11, Shashi Colony, Opposite Suvidha Shopping Center, Paldi, Ahmedabad - 380007 Gujarat, India. Telephone: +91 7940404242/40/41 Email: investors@vivro.net Contact Person: Jay Dodiya / Kruti Saraiya Website: www.vivro.net SEBI Registration No.: INM000010122 Legal Counsel to the Issue M/s. Crawford Bayley & Co. 4th Floor, State Bank Buildings N.G.N. Vaidya Marg, Fort Mumbai 400 023, Maharashtra, India Telephone: +91 22 2266 3353 Contact Person: Sanjay Asher Debenture Trustee MITCON Credentia Trusteeship Services Limited 1402/1403, B-Wing, Dalamal Towers, 14th Floor, Free Press Journal Marg, 211, Nariman Point, Mumbai – 400 021, Maharashtra, India. Telephone: +91 22 2282 8200 Email: contact@mitconcredentia.in Investor Grievance Email: investorgrievances@mitconcredentia.in Website: www.mitconcredentia.in Contact Person: Vaishali Urkude SEBI Registration No.: IND000000596 MITCON Credentia Trusteeship Services Limited has by its letter dated June 30, 2025, given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in this Prospectus and in all the 34subsequent periodical communications to be sent to the holders of the NCDs issued pursuant to this Issue. The Debenture Trustee Agreement entered into between MITCON Credentia Trusteeship Services Limited and the Company on June 21, 2025, is available at https://muthootenterprises.com/pdf/dta.pdf. All the rights and remedies of the NCD Holders under this Issue shall vest in and shall be exercised by the appointed Debenture Trustee for this Issue without having it referred to the NCD Holders. All investors under this Issue are deemed to have irrevocably given their authority and consent to the Debenture Trustee so appointed by our Company for this Issue to act as their trustee and for doing such acts and signing such documents to carry out their duty in such capacity. Any payment by our Company to the NCD Holders/Debenture Trustee, as the case may be, shall, from the time of making such payment, completely and irrevocably discharge our Company pro tanto from any liability to the NCD Holders. For details on the terms of the Debenture Trust cum Hypothecation Deed see, “Issue Related Information” on page 137. Registrar to the Issue KFin Technologies Limited 301, The Centrium, 3rd Floor, 57, Lal Bahadur Shastri Road, Nav Pada, Kurla (West), Kurla, Mumbai, Maharashtra, India, 400070 Telephone: +91 40 6716 2222 Toll free number: 18003094001 Email: mml.ncdipo@kfintech.com Investor grievance e-mail: einward.ris@kfintech.com Website: www.kfintech.com Contact Person: M Murali Krishna SEBI Registration No.: INR000000221 Credit Rating Agency India Ratings and Research Private Limited Wockhardt Towers, 4th floor, West Wing, Bandra Kurla Complex, Bandra (E), Mumbai 400 051, Maharashtra, India Telephone: 022-4000 1700 E-mail: infogrp@indiaratings.co.in Website: www.indiaratings.co.in Contact Person: Ismail Ahmed SEBI Registration No: IN/CRA/002/1999 Credit Rating The NCDs proposed to be issued under this Issue have been rated “IND BBB/Stable”, by India Ratings for an amount up to ₹ 12,500 lakhs vide its letter dated July 23, 2024 read with revalidation letter dated June 09, 2025. The rating of NCDs by India Ratings indicates that instruments with this rating are considered to have moderate degree of safety regarding timely servicing of financial obligations and carry moderate credit risk. The rating provided by India Ratings may be suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently of any other rating. This rating is not a recommendation to buy, sell or hold securities. For the rationale for the ratings, see Annexure II to this Prospectus. 35Disclaimer clause of India Ratings Users of India Ratings should understand that neither an enhanced factual investigation nor any third-party verification can ensure that all of the information India Ratings relies on in connection with a rating will be accurate and complete. Ultimately, the Issuer and its advisers are responsible for the accuracy of the information they provide to India Ratings and to the market in offering documents and other reports. In issuing its ratings India Ratings must rely on the work of experts, including independent auditors with respect to financial statements and attorneys with respect to legal and tax matters. Further, ratings are inherently forward-looking and embody assumptions and predictions about future events that by their nature cannot be verified as facts. As a result, despite any verification of current facts, ratings can be affected by future events or conditions that were not anticipated at the time a rating was issued or affirmed. Ratings are not a recommendation or suggestion, directly or indirectly, to you or any other person, to buy, sell, make or hold any investment, loan or security or to undertake any investment strategy with respect to any investment, loan or security or any issuer. Ratings do not comment on the adequacy of market price, the suitability of any investment, loan or security for a particular investor (including without limitation, any accounting and/or regulatory treatment), or the tax-exempt nature or taxability of payments made in respect of any investment, loan or security. The Rating Agency shall neither have construed to be nor acting under the capacity or nature of an 'expert' as defined under Section 2(38) of the Companies Act, 2013. India Ratings is not your advisor, nor is India Ratings providing to you or any other party any financial advice, or any legal, auditing, accounting, appraisal, valuation or actuarial services. A rating should not be viewed as a replacement for such advice or services. Investors may find India Ratings to be important information, and India Ratings notes that you are responsible for communicating the contents of this letter, and any changes with respect to the rating, to investors. Statutory Auditors of our Company M/s Mohandas & Associates IIIrd Floor, Sree Residency, Press Club Road, Thrissur- 680001, Kerala Telephone: 0487 2333124 Email: ma.auditors@gmail.com Contact Person: Mohandas Anchery Membership No: 036726 Firm Registration Number: 002116S Peer Review No.: 016256 Mohandas & Associates, Chartered Accountants has been the Statutory Auditors of our Company since June 21, 2025. Change in Auditors for preceding three financial years and current financial year as on date of this Prospectus: Name of the Address Date of Date of cessation Date of Auditor Appointment if applicable resignation if applicable Paulson Michael & 2nd Floor, FC November 30, September 21, NA Co., Chartered Centenary Building, 2021 2022 Accountants Tana, Irinjalakuda – 680 121, Kerala India. Mohandas and 3rd Floor, Sree September 22, NA September 7, 2023 Associates, Residency, Press 2022 Chartered Club Road, Thrissur Accountants – 680 001, Kerala, Re-appointed as on India. September 5, 2023 Manikandan & Krishna Arcade, September 29, September 30, NA Associates, Near Marathompilly 2023 2024 Chartered Krishna Temple, Accountants. KSRTC Road, Chalakudy, Thrissur 36Name of the Address Date of Date of cessation Date of Auditor Appointment if applicable resignation if applicable – 680307, Kerala, India. Varma & Varma, Varma & Varma, September 30, NA June 21, 2025 Chartered Chartered 2024 Accountants Accountants, T C 9/1504, Galaxy, Sasthamangalam, Thiruvananthapuram, Kerala - 695010, India Mohandas and Krishna Arcade, June 21, 2025 - - Associates, Near Marathompilly Chartered Krishna Temple, Accountants* KSRTC Road Thrissur, Kerala, 680307 * Since Shareholders approval is pending ADT-1 is yet to be filed with ROC. Public Issue Account Bank, Refund Bank and Sponsor Bank HDFC Bank Limited Address: Lodha -I Think Techno Campus, O-3 Level, Next to Kanjurmarg Railway Station, Kanjurmarg (East), Mumbai -400042 Telephone: +91 22 30752929 / 2928 / 2914 Tel: +91 22 30752929 / 2928 / 2914 Fax: +91 22 25799801 Email: siddharth.jadhav@hdfcbank.com, sachin.gawade@hdfcbank.com, eric.bacha@hdfcbank.com, tushar.gavankar@hdfcbank.com, pravin.teli2@hdfcbank.com, vaibhav.gadge@hdfcbank.com Contact Person: Eric Bacha, Siddharth Jadhav, Sachin Gawde, Tushar Gavankar, Pravin Teli, vaibhav.gadge@hdfcbank.com Website: www.hdfcbank.com SEBI Registration No: INBI00000063 Syndicate Member Vivro Financial Services Private Limited 607/608 Marathon Icon Opp. Peninsula Corporate Park Off. Ganpatrao Kadam Marg Veer Santaji Lane, Lower Parel Mumbai -400 013, Maharashtra, India Telephone: +91 22 6666 8040/41/42 Email: investors@vivro.net Website: www.vivro.net SEBI Registration No: INM000010122 Bankers to our Company State Bank of India The South Indian Bank Limited Commercial Branch, 1st Floor, Safa International Building, 2nd Floor, Vankarath Towers, Near Aristo Junction, Thampanoor, NH Bypass, Thiruvananthapuram – 14 Padivattom, Ernakulam-682 024 Email: br0721@sib.co.in 37Kerala, India. Website: www.southindianbank.com Email: rm4.cbekm@sbi.co.in/sbi.04062@sbi.co.in Tel: 0471 – 2329585 Website: www.bank.sbi Contact Person: Mr. Heljo Stanley Tel: 0484 – 2341555 Contact Person: Asst General Manager & Relationship Manager (AMT IV) The Federal Bank Limited The Karur Vysya Bank Limited Corporate & Institutional Banking Department, CBU-Ernakulam, Door No. 1/1014, Marnatha Financial Institutions Group, 1st Floor, Towers, Ground Floor, Paruteli jn, Edapally, Federal Towers, Aluva, Ernakulam, Ernakulam- 682024 Kerala- 683101 Email: cbucoimbatore@kvbmail.com; Email: manushankar@federal.co.in haridastk@kvbmail.com Website: www.federalbank.co.in Website: www.kvb.co.in Tel: +91 4842634394 Tel: +91 59944554 Contact Person: Manushankar VK Nair Contact Person: Haridas TK Piramal Enterprises Limited Oxyzo Financial Services Limited CMML, 3rd Floor, Amit Building, Piramal Agastya Shop No. G-22 C (UGF) D-1 (K-84) Green Park Corporate Park, kamini Junction, LBS, Marg, Kurla Main New Delhi, South Delhi-Delhi-110016 West – 400070 Email: getsupport@oxyzo.in Email: Sathyanarayanan.davey@piramal.com Website: www.oxyzo.in Website: www.piramal.com Tel: +91- 7353013499 Tel: + 91 9962080035 Contact Person: Aridaman Singh Contact Person: Mr. Sathyanarayanan Davey Indian Overseas Bank Bajaj Finance Limited Geeth Tower, Opposite W&C Hospital, Thycaud 16 th Floor, B- wing, The Capital, Bandra Kurla Email: iob1303@iob.in Complex, Bandra East, Mumbai 400051 Website: www.iob.in Email: Naveen.paschisia@bajajfinserv.in Tel: 0471 2335210 Contact Person: Naveen Pachisia Contact Person: Mrs. Samna M Kerala Financial Corporation Bandhan Bank Ltd Large Credit Branch, Vellayambalam, Trivandrum Branch (Branch Code- 1621), Ground Thiruvananthapuram-695033 Floor, Escube, TC 40/1710-1, Attankulangara, Email: lcbtvm@kfc.org Manacaud, Thiruvanthapuram, Kerala 695009 Website: www.kfc.org Email: purbasha.samal@bandhanbank.com Tel: 0471-2737704 Website: www.bandhanbank.com Contact Person: Smt. Aneesha S Tel: 9004533383 Contact Person: Purbasha Samal Impersonation As a matter of abundant precaution, attention of the investors is specifically drawn to the provisions of sub-Section (1) of Section 38 of the Companies Act, 2013, relating to punishment for fictitious applications. Section 38(1) of the Companies Act, 2013 provides that: “Any person who: a. makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or b. makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or c. otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under Section 447” The liability prescribed under Section 447 of the Companies Act 2013 for fraud involving an amount of at least ₹10 lakh or 1.00% of the turnover of the Company, whichever is lower, includes imprisonment for a term which shall not be less than six months extending up to 10 years (provided that where the fraud involves public interest, such term shall not be less than three years) and fine of an amount not less than the amount involved in the fraud, 38extending up to three times of such amount. In case the fraud involves (i) an amount which is less than ₹ 10 lakh or 1.00% of the turnover of the Company, whichever is lower; and (ii) does not involve public interest, then such fraud is punishable with an imprisonment for a term extending up to five years or a fine of an amount extending up to ₹ 50 lakh or with both. Minimum Subscription In terms of the SEBI NCS Regulations, for an issuer undertaking a public issue of debt securities the minimum subscription for public issue of debt securities shall be 75% of the Base Issue. If our Company does not receive the minimum subscription of 75% of Base Issue being ₹7,500 lakhs i,e. 5,625 Lakhs, within the prescribed timelines under the Companies Act, SEBI Regulations, and any rules thereto, the entire Application Amount blocked shall be unblocked in the relevant ASBA Account(s) of the Applicants within eight working days from the Issue Closing Date or such time as may be specified by the Board. In the event the Application Amount has been transferred to the Public Issue Account from the respective ASBA Accounts, such Application Amount shall be refunded from the Refund Account to the relevant ASBA Accounts(s) of the Applicants within eight working days from the Issue Closing Date, failing which the Company will become liable to refund the Application Amount along with interest at the rate 15 (fifteen) percent per annum for the delayed period. Under Section 39(3) of the Companies Act, 2013 read with Rule 11(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 if the stated minimum subscription amount is not received within the specified period, the application money received is to be credited only to the bank account from which the subscription was remitted. To the extent possible, where the required information for making such refunds is available with our Company and/or Registrar, refunds will be made to the account prescribed. However, where our Company and/or Registrar does not have the necessary information for making such refunds, our Company and/or Registrar will follow the guidelines prescribed by SEBI in this regard included in the SEBI Master Circular. Arrangers to the Issue There are no arrangers to the Issue. Guarantor to the Issue There are no guarantors to the Issue. Recovery Expense Fund Pursuant to SEBI Master Circular for Debenture Trustee, as amended, our Company is required to create a recovery expense fund. Our Company shall deposit in the recovery expense fund an amount equal to 0.01% of the issue size, subject to maximum of ₹25 lakhs. Consents The written consents of Directors of our Company, Company Secretary and Compliance Officer, Chief Financial Officer, our Statutory Auditor, the Legal Counsel to the Issue, the Lead Manager, the Registrar to the Issue, Public Issue Account Bank, Sponsor Bank, Refund Bank, Credit Rating Agency, FSIAPL, the Banker to our Company, the Debenture Trustee, and the Syndicate Member to act in their respective capacities, will be filed along with a copy of the Prospectus with the RoC as required under Section 26 of the Companies Act, 2013 and such consents have not been withdrawn up to the time of delivery of the Prospectus with RoC. Utilisation of Issue proceeds For details on utilisation of Issue proceeds please refer to the chapter titled “Objects of the Issue” on page 48 of this Prospectus. Underwriting This Issue will not be underwritten. Designated Intermediaries 39Self-Certified Syndicate Banks The list of banks that have been notified by SEBI to act as the SCSBs for the ASBA and UPI Mechanism process is provided on the website of SEBI at http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 respectively as updated from time to time. For a list of branches of the SCSBs named by the respective SCSBs to receive the ASBA Forms and UPI Mechanism through app/web interface from the Designated Intermediaries, refer to the above-mentioned links. In relation to Applications submitted to a member of the sub-syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of Application Forms from the members of the Syndicate is available on the website of the SEBI (http://www.sebi.gov.in/sebiweb/other/OtherAction. do?doRecognised=yes), or at such other website as may be prescribed by SEBI from time to time. Syndicate SCSB Branches In relation to Applications submitted to the Designated Intermediaries, the list of branches of the SCSBs to receive deposits of ASBA Applications from such Designated Intermediaries is provided on www.sebi.gov.in or at such other website as may be prescribed by SEBI from time to time. For more information on such branches collecting Applications from Designated Intermediaries, see the above-mentioned web-link. SCSBs eligible as issuer banks for UPI Mechanism and eligible mobile applications In accordance with SEBI Master Circular, UPI Investors making an Application in the Issue using the UPI Mechanism, may apply through the SCSBs and mobile applications whose names appears on the website of the SEBI at www.sebi.gov.in, and updated from time to time. Registered Brokers / RTAs / CDPs The list of the RTAs and CDPs, eligible to accept Applications in the Issue, including details such as postal address, telephone number and email address, are provided on the websites of BSE at http://www.bseindia.com, for RTAs and CDPs, as updated from time to time. Broker Centres/ Designated CDP Locations/ Designated RTA Locations In accordance with SEBI Circular No. CIR/CFD/14/2012 dated October 4, 2012 and CIR/CFD/POLICYCELL/11/ 2015 dated November 10, 2015, Applicants can submit the Application Forms with the registered brokers at the Broker Centers, CDPs at the Designated CDP Locations or the RTAs at the Designated RTA Locations, respective lists of which, including details such as address and telephone number, are available at www.bseindia.com. The list of branches of the SCSBs at the Broker Centres, named by the respective SCSBs to receive deposits of the Application Forms from the registered brokers will be available on the website of the SEBI (www.sebi.gov.in) and updated from time to time. For further details, see “Issue Procedure” on page 203. Issue Programme: ISSUE OPENING DATE Wednesday, July 16, 2025 ISSUE CLOSING DATE Tuesday, July 29, 2025 PAY IN DATE Application Date. The entire Application Amount is payable on Application DEEMED DATE OF The date on which the Board of Directors or the Debenture Allotment ALLOTMENT Committee thereof authorised by the Board approves the Allotment of the NCDs for the Issue or such date as may be determined by the Board of Directors/ Committee authorised by the Board thereof and notified to the Designated Stock Exchange. The actual Allotment of NCDs may take place on a date other than the Deemed Date of Allotment. All benefits relating to the NCDs including interest on NCDs shall be available to the Debenture Holders from the Deemed Date of Allotment. * This Issue shall remain open for subscription on Working Days from 10:00 a.m. to 5:00 p.m. (Indian Standard Time) during the period indicated above, except that the Issue may close on such earlier date or extended date 40(subject to a minimum period of two Working Days and a maximum period of ten Working Days from the date of opening of the Issue and subject to not exceeding thirty days from filing the Prospectus with ROC) as may be decided by the Board of Directors of our Company (“Board”) or Debenture Allotment Committee of the Board subject to compliance with Regulation 33A of the SEBI NCS Regulation. In the event of such early closure or extension to this Issue, our Company shall ensure that notice of the same is provided to the prospective investors through advertisement in all the newspapers in which pre-issue advertisement for opening of this Issue has been given on or before such earlier or initial date of Issue Closure. Application Forms for the Issue will be accepted only from 10:00 a.m. to 5:00 p.m. (Indian Standard Time) or such extended time as may be permitted by the Stock Exchange, on Working Days during the Issue Period. On the Issue Closing Date, the Application Forms will be accepted only between 10:00 a.m. and 3:00 p.m. (Indian Standard Time) and uploaded until 5:00 p.m. or such extended time as may be permitted by the Stock Exchange. Further, pending mandate requests for bids placed on the last day of bidding will be validated by 5:00 p.m. (Indian Standard Time) on one Working Day after the Issue Closing Date. For further details, see “General Information – Issue Programme” on page 40. Further, pending mandate requests for bids placed on the last day of bidding will be validated by 5:00 p.m. (Indian Standard Time) on one Working Day after the Issue Closing Date. For further details please refer to the chapter titled “Issue Related Information” on page 137 of this Prospectus. It is clarified that the Applications not uploaded on the Stock Exchange Platform would be rejected. Due to limitation of time available for uploading the Applications on the Issue Closing Date, Applicants are advised to submit their Application Forms one day prior to the Issue Closing Date and, no later than 3:00 p.m. (Indian Standard Time) on the Issue Closing Date. Applicants are cautioned that in the event a large number of Applications are received on the Issue Closing Date, there may be some Applications which are not uploaded due to lack of sufficient time to upload. Such Applications that cannot be uploaded will not be considered for allocation under the Issue. Application Forms will only be accepted on Working Days during the Issue Period. Neither our Company, nor the Lead Manager, or Trading Members of the Stock Exchange are liable for any failure in uploading the Applications due to failures in any software/hardware systems or otherwise. Please note that, the Basis of Allotment under the Issue will be on the basis of date of upload of each application into the electronic book of the Stock Exchange in accordance with the SEBI Master Circular. However, from the date of oversubscription, and thereafter, the allotments will be made to the applicants on proportionate basis. 41CAPITAL STRUCTURE 1. Details of share capital The share capital of our Company as on June 30, 2025 is set forth below: Particulars Amount in ₹ Authorised Share Capital 5,50,00,000 Equity Shares of ₹10 each 55,00,00,000 Total Authorised Share Capital 55,00,00,000 Issued, subscribed and paid up share capital 3,64,18,747 Equity Shares of ₹10 each 36,41,87,470 Total Issued, subscribed and paid up share capital 36,41,87,470 2. Details of change in authorised share capital of our Company for the preceding three financial years preceding and the current financial year: There is no change in the authorised share capital of our Company for the last three financial years preceding the date of this Prospectus. 3. Details of Equity Share capital history of our Company in the last three financial years and current financial year is set forth below: Equity Share capital history of the Company for the last three financial years preceding the date of this Prospectus and current financial year, is set forth below: Date of No. of Face Issue Consid Nature of Cumulative Cumulative Cumulative Allotment equity Value Price eration Allotment No of equity Equity Share Equity Share shares (in ₹) (in ₹) shares Capital Premium (in ₹) (in ₹) February 69,99,997 10 10 Cash Rights Issue(1) 3,64,18,747 36,41,87,470 Nil 01, 2024 Total 3,64,18,747 36,41,87,470 (1) Allotment of 25,10,458 Equity Shares to Mathew Mathaininam, 22,342 Equity Shares to Ammini Mathew, 15,47,000 Equity Shares to Reena Varghese, 25,00,119 Equity Shares to Richi Mathew, 4,20,000 Equity Shares to Asha Richi Mathew, and 78 Equity Shares to Nikitha Elizabath on right issue basis. 424. The following table sets forth the shareholding pattern of our Company as on June 30, 2025: No. of Shareholdi Number share ng as a % of shares Sharehol s assuming Number pledged Number of voting rights held in each ding as a under full of locked or class of securities % of lying conversion in shares otherwise No. of No. of (IX) total no. outst of (XII) encumber partly shares Number of Number No. of fully Total nos. of shares andin convertible ed Category of paid- underlyi Equity Shares Categ of paid up shares held (calculat g securities (XIII) Shareholder up ng held in ory Sharehol Equity (VII) = ed as per No of voting rights conve (as a (II) Equity deposito dematerialise (I ) ders Shares held (IV)+(V)+ SCRR) rtible percentage Shares ry As a As a d form (III) (IV) (VI) (VIII) securi of diluted held receipts % of % of (XIV) As a % ties share (V) (VI) Total as No. total No. total of Class – (inclu capital) Total a % of (a) shares (a) share (A+B+C Equity ding (XI)= (A+B+C) held s held 2) warr (VII)+(X) (b) (b) ants) As a % of (X) (A+B+C2) (A) Promoter and 6 3,64,18,737 - - 3,64,18,737 99.99 3,64,18,737 3,64,18,737 99.99 - 99.99 - - - - 3,64,18,737 Promoter Group (B) Public 1 10 - - 10 0.01 10 10 0.01 - 0.01 - - - - 10 (C) Non- - - - - - - - - - - - - - - - - Promoter Non-Public (C) Shares - - - - - - - - - - - - - - - - (1) underlying DRs (C) Shares held - - - - - - - - - - - - - - - - (2) by Employee Trusts Total 7 3,64,18,747 - - 3,64,18,747 100 3,64,18,747 3,64,18,747 100 - 100 - - - - 3,64,18,747 (A)+(B)+(C) 435. Details of the aggregate number of securities of the Issuer purchased or sold by the promoter group and by the Directors of the Issuer and their relatives within six-months immediately preceding the date of filing the Prospectus with Stock Exchanges are as follows: Except as mentioned below, none of the Directors of our Company including their relatives as defined under Section 2(77) of the Companies Act, 2013 and the Promoter/Promoter Group of our Company have undertaken purchase and/or sale of the securities of our Company during the preceding 6 (six) months from the date of this Prospectus: Date of Name of the Name of the Whether purchase/ Number of Equity Sr. No. purchase/ Transferor Transferee transfer Shares transfer Mathew March 06, 1. Reena Varghese Transfer 25,85,733 Mathaininan 2025 6. List of top ten holders of Equity Shares of our Company as on June 30, 2025 are as follows: S. Name of shareholder Number of Equity Number of Equity Total shareholding No. Shares held Shares in demat as % of total no of form Equity Shares 1. Mathew Mathai Ninan 1,56,46,833 1,56,46,833 42.96 2. Richi Mathew 1,30,07,317 1,30,07,317 35.72 3. Ammini Mathew 1,16,241 1,16,241 0.32 4. Reena Varghese 54,62,812 54,62,812 15.00 5. Asha Richi Mathew 21,85,125 21,85,125 6.00 6. Nikita Elizabeth Verghese 409 409 0.00 7. Syamaladevi L 10 10 0.00 Total 3,64,18,747 3,64,18,747 100 7. List of top ten debenture holders of our Company as on June 30, 2025 a. Unlisted privately placed secured redeemable non-convertible debentures as on June 30, 2025 are as follows: S. Name of holders Category of Number Face Amount (In % of total No. holder of Value per ₹) non- NCDs NCDs convertible held (In ₹) securities outstanding 1. Nalini Joel Individual 9,200 1,000 92,00,000 3.15 2. Accamma Mathews Individual 5,400 1,000 54,00,000 1.85 3. George John Individual 5,000 1,000 50,00,000 1.71 4. Rogi John Individual 5,000 1,000 50,00,000 1.71 5. Kuruvilla A P Individual 4,900 1,000 49,00,000 1.68 6. Bindu Balakrishnan Individual 3,700 1,000 37,00,000 1.27 Anand 7. Indu Prakash Individual 2,700 1,000 27,00,000 0.92 8. Amrish Singhania Individual 2,500 1,000 25,00,000 0.86 9. Beena Mathai Individual 2,500 1,000 25,00,000 0.86 10. Manoharan Unnithan Individual 2,500 1,000 25,00,000 0.86 R Total 43,400 4,34,00,000 14.86 b. Listed secured redeemable non-convertible debentures as on June 30, 2025 are as follows: 44S. Name of holders Category of Number of Face Value Amount % of total No. holder NCDs held per NCDs (in ₹) Listed non- (in ₹) convertible securities outstanding 1. C hristina C Joseph Individual 16,000 1,000 1,60,00,000 0.50 2. A boobacker Sait A K Individual 15,900 1,000 1,59,00,000 0.50 3. N alini Joel Individual 10,200 1,000 1,02,00,000 0.32 4. Sh eeba George Individual 10,051 1,000 1,00,51,000 0.31 5. B enny Wilson Individual 6,274 1,000 62,74,000 0.22 6. Sh ine Kumari A K Individual 6,000 1,000 60,00,000 0.21 7. K uruvilla A P Individual 5,844 1,000 58,44,000 0.18 8. R atnam Arul Individual 5,800 1,000 58,00,000 0.18 Rajamani 9. V aishali Subodh Individual 5,050 1,000 50,50,000 0.16 Sarang 10. K Santhosh Individual 5,000 1,000 50,00,000 0.16 Total 86,119 8,61,19,000 2.74 8. List of top ten Subordinated Debt Instrument (“SDI”) holders of our Company as on June 30, 2025 are as follows: S. Name of holders Number of Face Value Amount (In ₹) % of total non- No. SDIs held per SDIs convertible securities (In ₹) outstanding 1. Sasidharan Nair S 20,561 1,000 2,05,61,000 9.97 2. Faisal Rehim 5,500 1,000 55,00,000 2.67 3. Alexander C Isaac 5,000 1,000 50,00,000 2.42 4. Thomas Joseph 5,000 1,000 50,00,000 2.42 5. Lija Ann Mathew 4,800 1,000 48,00,000 2.33 6. Merlin Felix 4,800 1,000 48,00,000 2.33 7. Remy Mary Alexander 4,700 1,000 47,00,000 2.28 8. George Kaleekan 4,550 1,000 45,50,000 Senapathy 2.21 9. Dr Mridula Ambwani 4,300 1,000 43,00,000 Benjamin 2.08 10. Parmanand Agarwal 4,258 1,000 42,58,000 2.06 Total 63,469 6,34,69,000 30.77 9. List of top ten Perpetual Debt Instrument (“PDI”) holders of our Company as on June 30, 2025 are as follows: Nil 10. Details of holding of Equity Shares by our Promoters as on the date of June 30, 2025 is set out below are as follows: S. Name of the Number of Total shareholding No. of Total percentage of No. Promoter Equity Shares as a percent of total Equity Equity Shares pledged held number of Equity Shares with respect to total Shares (in %) pledged number of Equity Shares held (in %) 1. Mathew 1,56,46,833 42.96 NA NA Mathaininan 2. Richi Mathew 1,30,07,317 35.72 NA NA Total 2,60,68,417 78.68 NA 11. Details of holding of Equity Shares by our Directors as on the date of this Prospectus 45For details of shareholding of our Directors in the Company, please refer to “Our Management” on page 119. 12. Debt - equity ratio: The debt equity ratio of our Company on standalone basis, prior and post to this Issue as on March 31, 2025, is as follows: (₹in lakhs) As on March 31, 2025 Particulars Pre- Issue Post- Issue# Debt Debt Securities 31,977.09 44,477.09 Borrowings (other than Debt 21,062.61 21,062.61 Securities) Subordinated Liabilities 20,629.49 20,629.49 Total Debts (A) 73,669.19 86,169.19 Equity Equity Share Capital 3641.87 3,641.87 Other Equity Capital Redemption Reserve 2,280.63 2,280.63 Statutory Reserve Fund 3,945.57 3,945.57 Retained Earnings 9,074.48 9,074.48 Less: Prepaid expenses and deferred tax assets and Intangible (331.76) (331.76) Assets Net worth (B) 18,610.79 18,610.79 Debt/Equity ratio (A)/(B) 3.96 4.63 #The debt-equity ratio post the Issue is indicative and is on account of inflow of ₹12,500 lakh from the Issue and does not include contingent and off-balance sheet liabilities. The actual debt-equity ratio post the Issue would depend upon the actual position of debt and equity on the date of allotment. Notes: 1) The figures disclosed above are based on financial statements of the Company for the year ended March 31, 2025. 2) Debt / Equity Ratio= Total Debt (Borrowings) / Net worth 3) The following events that occurred from April 1, 2025 up to July 07,2025(“Cut-off date”): 1. Repayment of term loans, redemption of non-convertible securities, and redemption of Subordinated Debts a. The company from April 01,2025 till Cut-off Date has redeemed secured non-convertible public issue debentures amounting to ₹ 2,689.71 lakhs. b. The company from April 01,2025 till Cut-off Date has made repayment of term loans from banks amounting to ₹ 3,168.10 lakhs. c. The company from April 01,2025 till Cut-off Date has redeemed secured privately placed non-convertible debentures amounting to ₹ 303.20 lakhs d. The company from April 01,2025 till Cut-off Date has redeemed subordinate debts amounting to ₹ 1,355.42 lakhs. 462. Mobilized fund by issue of non-convertible securities, Sub-ordinated debts and term loans a. The company from April 01,2025 till Cut-off Date has issued Non-Convertible Debentures of ₹ 5,855.25 lakhs. b. The company from April 01,2025 till Cut-off Date has issued Subordinated Debts of ₹ 333.98 lakhs. c. The company from April 01,2025 till Cut-off Date has taken term loans from banks amounting to ₹ 10,000.00 lakhs 13. For details on the total outstanding debt of our Company, see “Financial Indebtedness” beginning on page 137. 14. Details of any acquisition or amalgamation in the last one year Our Company has not made any acquisition or amalgamation in the last one year prior to the date of this Prospectus. 15. Details of any reorganisation or reconstruction in the last one year Our Company has not made any reorganisation or reconstruction in the last one year prior to the date of this Prospectus. 16. Our Company does not have any outstanding borrowings taken/debt securities issued where taken/issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount or (iii) in pursuance of an option. 17. None of the Equity Shares held by the Promoter are pledged or encumbered otherwise. 18. As on date of June 30, 2025, 3,64,18,747 Equity Shares of our Company are in dematerialised form. 19. Our Company does not have any employee stock option scheme. 20. Details of change in promoter holding in our Company during the last financial year beyond 26% (as prescribed by RBI: 47OBJECTS OF THE ISSUE Our Company is significantly involved in the business of gold loan and as part of our business operations, we raise/avail funds for onward lending, financing and for repayment/ prepayment of principal and interest of borrowings of the Company. Our Company proposes to utilise the funds which are being raised through the Issue, after deducting the Issue related expenses to the extent payable by our Company (“Net Proceeds”), estimated to be approximately ₹ 12,401.66 lakhs, towards funding the following objects (collectively, referred to herein as the “Objects”): 1. For the purpose of onward lending, financing and for repayment/ prepayment of principal and interest of borrowings.; and 2. General Corporate Purposes The Main Objects clause of the Memorandum of Association of our Company permits our Company to undertake the activities for which the funds are being raised through the present Issue and also the activities which our Company has been carrying on till date. The details of the proceeds of the Issue are set forth in the following table: (₹ in lakh) S. No. Description Amount 1. Gross proceeds of the Issue Up to 12,500.00 2. (less) Issue related expenses* 98.34 3. Net Proceeds* 12,401.66 * Assuming the issue is fully subscribed and our Company retains oversubscription up to ₹ 5,000 lakh. Requirement of funds and Utilisation of Net Proceeds The following table details the objects of the Issue and the amount proposed to be financed from the Net Proceeds: S. No. Objects of the Issue Percentage of amount proposed to be financed from Net Proceeds 1. For the purpose of onward lending, financing and for At least 75% repayment/ prepayment of principal and interest of borrowings of the Company 2. General Corporate Purposes* Maximum up to 25% Total 100% *The Net Proceeds will be first utilised towards the Objects mentioned above. The balance is proposed to be utilised for general corporate purposes, subject to such utilisation not exceeding 25% of the amount raised in the Issue, in compliance with the SEBI NCS Regulations. For further details of our Company’s outstanding indebtedness, see “Financial Indebtedness” on page 137. Funding plan Our Company confirms that for the purpose of this Issue, funding plan will not be applicable Summary of the project appraisal report Our Company confirms that for the purpose of this Issue, summary of the project appraisal report will not be applicable. Schedule of implementation of the project Our Company confirms that for the purpose of this Issue, schedule of implementation of the project will not be applicable. Interest of Directors/Promoter 48No part of the proceeds from this Issue will be paid by us as consideration to our Promoter, our Directors, Key Managerial Personnel, Senior Management Personnel or companies promoted by our Promoter except in ordinary course of business. Issue related expenses The expenses for this Issue include, inter alia, Lead Manager’s fees and selling commission to the Lead Manager, Consortium Member and intermediaries as provided for in the SEBI Master Circular, fees payable to Debenture Trustee, the Registrar to the Issue, Sponsor Bank, SCSBs’ commission/fees, printing and distribution expenses, legal fees, advertisement expenses, listing fees and any other expense directly related to the Issue. The Issue expenses and listing fees will be paid by our Company. Our Company shall include the details of commission and processing fees payable to each intermediary and the timelines for payment will be made on the basis of valid invoices within such timelines mutually agreed to/ prescribed by the Company with the Designated Intermediaries/Sponsor Bank. The estimated breakdown of the total expenses for the Issue is as follows: Activity Estimated As percentage of As Percentage of expenses (₹ in Issue proceeds total expenses of lakhs)* (in %)* the Issue (in %) Lead Manager fees 0.17% 21.00 21.35% Underwriting commission 0.00 0.00% 0.00% Brokerage, selling commission and upload 18.18 0.15% 18.48% fees Fees payable to the Registrar to the Issue 2.80 0.02% 2.85% Others Fees payable to Credit Rating Agency 5.00 0.04% 5.08% Fees payable to the Legal Advisor 15.00 0.12% 15.25% Advertising and marketing expenses 19.51 0.16% 19.83% Fees payable to the regulators including stock 9.33 0.07% 9.49% exchange Expenses incurred on printing and 0.43 0.00% 0.44% distribution of issue stationary Any other fees, commission or payments 7.10 0.06% 7.22% under whatever nomenclature Total estimated Issue expenses 98.34 0.79% 100.00% * Assuming the Issue is fully subscribed and our Company retains oversubscription up to ₹ 5,000 lakh Note: 1) Issue related expenses disclosed above are exclusive of GST as applicable on such expenses. Our Company shall claim input tax credit for the expenses. 2) In case of any difference between the estimated Issue related expenses and actual expenses incurred, the shortfall or excess shall be adjusted with the amount allocated towards general corporate purposes. The above expenses are indicative and are subject to change depending on the actual level of subscription to the Issue and the number of Allottees, market conditions and other relevant factors. Our Company shall pay processing fees to the SCSBs for Application forms procured by the Designated Intermediaries and submitted to the SCSBs for blocking the Application Amount of the applicant, at the rate of ₹ 10 per Application Form procured (plus other applicable taxes). However, it is clarified that in case of Application Forms procured directly by the SCSBs, the relevant SCSBs shall not be entitled to any ASBA processing fee. Our Company shall pay to the Sponsor Bank ₹ 8 per valid block of application amount (plus 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 applicable SEBI circulars, agreements and other Applicable Laws. Interim Use of Proceeds 49Our Management, in accordance with the policies formulated by it from time to time, will have flexibility in deploying the proceeds received from the Issue. Pending utilisation of the proceeds out of the Issue for the purposes described above, our Company intends to temporarily invest funds in high quality interest bearing liquid instruments including money market mutual funds, deposits with banks or temporarily deploy the funds in investment grade interest bearing securities as may be approved by the Board. Such investment would be in accordance with the investment policies approved by the Board or any committee thereof from time to time. Also, such investments shall be in line with the guidelines and regulations prescribed by RBI. Monitoring of Utilisation of Funds There is no requirement for appointment of a monitoring agency in terms of the SEBI NCS Regulations. The Board shall monitor the utilisation of the proceeds of the Issue. For the relevant Financial Years commencing from Fiscal 2025-26, our Company will disclose in our financial statements, the utilisation of the Net Proceeds of the Issue under a separate head along with details, if any, in relation to all such proceeds of the Issue that have not been utilised thereby also indicating investments, if any, of such unutilised proceeds of the Issue. Our Company shall utilize the proceeds of the Issue only upon the execution of the documents for creation of security and receipt of final listing and trading approval from BSE. Variation in terms of contract or objects The Company shall not, in terms of Section 27 of the Companies Act, 2013, at any time, vary the terms of the objects for which this Prospectus is issued, except as may be prescribed under the applicable laws and under Section 27 of the Companies Act, 2013. Other Confirmation In accordance with the SEBI NCS Regulations, our Company will not utilise the proceeds of the Issue for providing loans to or for acquisitions of shares of any entity who is a part of the promoter group and group companies. No part of the Issue Proceeds will be paid by our Company to our Promoter, our Directors, Key Managerial Personnel, Senior Managerial Personnel or companies promoted by our Promoter except in ordinary course of business. The NCDs shall be considered as secured only if the charged asset is registered with Sub-registrar and Registrar of Companies or CERSAI or Depository etc., as applicable, or is independently verifiable by the debenture trustee. The Issue Proceeds shall not be utilised towards full or part consideration for the purchase or any other acquisition, inter alia by way of a lease, of any property. The Issue Proceeds shall not be used for buying, trading or otherwise dealing in equity shares of any other listed company. The Issue Proceeds from NCDs allotted to Banks will not be utilised for any purpose which may be in contravention of the RBI guidelines on bank financing to NBFCs including those relating to classification as capital market exposure or any other sectors that are prohibited under the RBI regulations. Further our Company undertakes that the Issue proceeds from NCDs Allotted to banks shall not be used for any purpose, which may be in contravention of the RBI guidelines on bank financing to NBFCs. Our Company confirms that it will not use the proceeds of the Issue for the purchase of any business or in the purchase of any interest in any business whereby our Company shall become entitled to the capital or profit or losses or both in such business exceeding 50% thereof, directly or indirectly in the acquisition of any immovable property or acquisition of securities of any other body corporate. The fund requirement as above is based on our current business plan and is subject to change in light of variations in external circumstances or costs, or in our financial condition, cash flows, business or strategy. Our management, in response to the competitive and dynamic nature of the industry, will have the discretion to revise its business plan from time to time and consequently our funding requirements and deployment of funds may also change Benefits / interest accruing to our Promoters/Directors out of the object of the Issue 50Neither our Promoter nor our Directors of our Company are interested in the Objects of this Issue. Utilisation of Issue Proceeds (a) All monies received pursuant to the issue of NCDs to public shall be transferred to a separate bank account other than the bank account referred to in Section 40 (3) of the Companies Act, 2013; (b) Details of all monies utilised out of the Issue referred to in sub-item (a) shall be disclosed under an appropriate separate head in our Company’s balance sheet indicating the purpose for which such monies had been utilised; (c) Details of all unutilised monies out of issue of NCDs, if any, referred to in sub-item (a) shall be disclosed under an appropriate separate head in our balance sheet indicating the form in which such unutilised monies have been invested; (d) The Issue Proceeds shall not be utilised towards full or part consideration for the purchase or any other acquisition, inter alia, by way of a lease, of any immovable property; and (e) Details of all utilised and unutilised monies out of the monies collected in the previous issue made by way of public offer shall be disclosed and continued to be disclosed in the balance sheet till the time any part of the proceeds of such previous issue remains unutilised indicating the purpose for which such monies have been utilised and the securities or other forms of financial assets in which such unutilised monies have been invested. 51STATEMENT OF POSSIBLE TAX BENEFITS To, The Board of Directors Muthoot Mercantile Limited 1st Floor, North Block, Muthoot Floors, Opposite W&C Hospital, Thycaud, Thiruvananthapuram 695 014, Kerala, India And To Vivro Financial Services Private Limited Vivro House 11, Shashi Colony, Opposite Suvidha Shopping Center, Paldi, Ahmedabad – 380 007, Gujarat, India (“Lead Manager” or “LM”) Sub: Proposed Public Offering of Secured Redeemable Non-Convertible Debenture of face value of ₹1,000 each (“NCDs”) amounting up to ₹7,500 lakhs (“Base Issue”), with an option to retain over- subscription up to ₹5,000 lakhs, aggregating up to ₹12,500 lakhs ("Issue") of Muthoot Mercantile Limited (“Company” or “Issuer”) 1. We, M/s Mohandas & Associates , Chartered Accountants, hereby confirm that the accompanying statement of possible tax benefits available to the debenture holder(s) (Annexure I) states the possible tax benefits available to the debenture holders of the Company under the Income-tax Act, 1961 (the “IT Act”), as amended by the Finance Act, 2025, i.e. applicable for the Financial Year 2025-26 relevant to the assessment year 2026-27 respectively, presently in force in India (hereinafter referred to as the “Indian Income Tax Regulations”) for the purpose of inclusion in the Offer document, in connection with the Issue, has been prepared by the management of the Company, which we have initiated for identification purposes. We are informed that such debentures raised in the Issue will be listed on BSE Limited (“Stock Exchange”) and the Statement has been prepared by the Company’s management on such basis. 2. Several of these benefits are dependent on the debenture holders fulfilling the conditions prescribed under the relevant tax laws. Hence, the ability of the debenture holders to derive the tax benefits is dependent upon their fulfilling of such conditions which, debenture holders may or may not choose to fulfil. 3. The benefits discussed in the enclosed Annexure I are not exhaustive. The statement is only intended to provide general information and is neither designed nor intended to be a substitute for the professional tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult their own tax consultant with respect to specific tax implications arising 52out of their participation. 4. We do not express any opinion or provide any assurance as to whether: (i) Debenture holders of the Company will continue to obtain these benefits in future; (ii) the conditions prescribed for availing the benefits have been/would be met with; and (iii) the revenue authorities/Courts will concur with the views expressed herein. 5. The contents of the enclosed Annexure I are based on the information, explanations and representations obtained from the Company and on the basis of our understanding of the business activities and operations of the Company. 6. This Statement has been issued at the request of the Company for use in connection with the Issue and may accordingly be furnished as required to SEBI, BSE Limited or any other regulatory authorities, as required, and shared with and relied on as necessary by the Company’s advisors and intermediaries duly appointed in this regard. For Mohandas & Associates Chartered Accountants Firm Registration No: 002116S Peer Review No: 016256 UDIN: 25036726BMHUMK7932 Mohandas Anchery Partner Membership No: 036726 Date : July 12, 2025 Place : Thrissur Cc: Crawford Bayley & Co. 4th Floor, State Bank Buildings N.G.N. Vaidya Marg, Fort Mumbai – 400 023 Maharashtra, India 53Annexure I STATEMENT OF POSSIBLE TAX BENEFITS UNDER THE INCOME TAX ACT, 1961 (“IT ACT”) AVAILABLE TO THE DEBENTURE HOLDERS UNDER THE APPLICABLE INCOME-TAX LAWS IN INDIA. The following tax benefits will be available to the debenture holders of the Company (“Debenture Holders”) as per the existing provisions of law. The tax benefits are given as per the prevailing tax laws under the provisions of the IT Act, as on date, taking into account the amendments made by the Finance Act, 2025, and may vary from time to time in accordance with amendments to the law or enactments thereto. The Debenture Holders are advised to consider the tax implications in respect of subscription to the Debentures after consulting his tax advisor as alternate views are possible. IMPLICATIONS UNDER THE IT ACT I. TO THE RESIDENT DEBENTURE HOLDER (“RESIDENT” AS DEFINED UNDER SECTION 6 OF THE IT ACT) A. In Respect of Interest on Debentures (NCDs) 1. Interest on NCD received by Debenture Holders would be subject to income tax at the normal rates of tax in accordance with and subject to the provisions of the IT Act. Interest will be assessed to Income tax on receipt basis or mercantile basis (accrual basis) depending on the method of accounting regularly employed by the NCD holders under Section 145 of the IT Act. 2. Income Tax is deductible at source at the rate of 10% on interest on debentures held by resident Indians as per the provisions of Section 193 of the IT Act (in case where interest is paid to Individual or HUF, no TDS will be deducted where interest is paid by a company in which the public is substantially interested if the amount of interest paid to such person does not exceed five thousand rupees in a financial year and interest is paid by way of account payee cheque). Further, Tax will be deducted at source at reduced rate, or no tax will be deducted at source in the following cases: a) When the Assessing Officer issues a certificate on an application by a Debenture Holder on satisfaction that the total income of the Debenture holder justifies no/lower deduction of tax at source as per the provisions of Section 197(1) of the IT Act; and that a valid certificate is filed with the Company before the prescribed date of closure of books for payment of debenture interest; b) When the resident Debenture Holder with Permanent Account Number (‘PAN’) (not being a company or a firm) submits a declaration as per the provisions of section 197A(1A) of the IT Act in the prescribed Form 15G verified in the prescribed manner to the effect that the tax on his estimated total income of the financial year in which such income is to be included in computing his total income will be NIL. However, under section 197A(1B) of the IT Act, Form 15G cannot be submitted nor considered for exemption from tax deduction at source if the dividend income referred to in section 194, interest on securities, interest, withdrawal from NSS and income from units of mutual fund or of Unit Trust of India as the case may be or the aggregate of the amounts of such incomes credited or paid or likely to be credited or paid during the financial year in which such income is to be included exceeds the maximum amount which is not chargeable to income tax; c) Senior citizens, who are 60 or more years of age at any time during the financial year, enjoy the special privilege to submit a self-declaration in the prescribed Form 15H for non-deduction of tax at source in accordance with the provisions of section 197A(1C) of the Act even if the aggregate income credited or paid or likely to be credited or paid exceeds the maximum amount not chargeable to tax, provided that the tax due on the estimated total income of the year concerned 54will be NIL; and d) In all other situations, tax would be deducted at source as per prevailing provisions of the IT Act. Please find below the class of resident investors and respective documents that would be required for granting TDS exemption: Sr Class of Investors Relevant Section Documents to be taken on record from No. which grants TDS Investors exemption 1 Resident Individual or resident Claiming non- Form No.15G with PAN / Form No.15H HUF deduction or lower with PAN / Certificate issued u/s 197(1) deduction of tax at has to be filed with the Company. source under section However, in case of NCD Holders 193 of the IT Act, claiming non-deduction or lower deduction of tax at source, as the case may be, the NCD Holder should furnish either (a) a declaration (in duplicate) in the prescribed form i.e. (i) Form 15H which can be given by individuals who are of the age of 60 years or more (ii) Form 15G which can be given by all applicants (other than companies, and firms), or (iii) a certificate, from the Assessing Officer which can be obtained by all applicants (including companies and firms) by making an application in the prescribed form i.e. Form No.13. 2 Life insurance Corporation of Clause vi of Proviso to Copy of Registration certificate India Section 193 3 a. General Insurance Corporation Clause vii of Proviso to a. Copy of Registration of India, Section 193 certificate b. 4 companies formed under b. Copy of Registration section 16(1) of General certificate Insurance Business Act, 1972 c. Copy of shareholding pattern and c. any company in which GIC and aforesaid 4 companies have full beneficial interest (100% shareholding) 4 Any other Insurer Clause viii of Proviso Copy of Registration certificate issued by to Section 193 IRDA 5 Mutual Funds Section 196(iv) read Copy of Registration certificate issued by with Section 10(23D) SEBI / RBI and notification issued by Central Government 6 Government, RBI and Section 196(i), (ii) and In case of Corporation, Declaration that corporation established (iii) their income is exempt from tax with under Central / State Act whose applicable provisions income is exempt from tax 7 Recognized Provident Funds, Section 10(25) and Copy of Registration and Recognition Recognized Gratuity Funds, 10(25A) and CBDT certificate issued by relevant statutory Approved Superannuation Circular - 18/2017 authorities and income-tax authorities Funds, Employees’ State and Declaration from the funds that their Insurance Fund etc. income is exempt u/s 10(25) and 10(25A) 8 New Pension System Trust Section 10(44) read Relevant Registration certificate issued with Section 196(iii) to NPS Trust under section Indian Trusts Act, 1882 55Sr Class of Investors Relevant Section Documents to be taken on record from No. which grants TDS Investors exemption and CBDT Circular - 18/2017 9 Other entities like Local Section 10(20) etc. read Declaration that they fall within the authority, Regimental Funds, with CBDT Circular - relevant income-tax section and eligible IRDA etc. 18/2017 for income-tax exemption on their income 10 Alternative Investment Funds Section 197A(1F) Copy of Registration certificate issued by (Category I and II) SEBI B. In respect of Capital Gains 1. Long Term Capital Gain Under Section 2(29AA) read with section 2(42A) of the IT Act, listed Debentures held as Capital Asset as defined under section 2(14) of the IT Act is treated as long term capital asset if it is held for more than 12 Months. Debentures held as capital asset for a period of 12 Months or less will be treated as short term capital asset. As per Section 112 of the IT Act, Capital Gains arising on transfer of long term capital assets being listed debentures are subject to tax at the rate of 12.5% (plus applicable surcharge and health education cess) on the capital gains calculated without indexing the cost of acquisition. In case of an individual or HUF, being a resident, where the total income as reduced by such long-term capital gains is below the maximum amount which is not chargeable to income-tax, then, such long-term capital gains shall be reduced by the amount by which the total income as so reduced falls short of the maximum amount which is not chargeable to income-tax and the tax on the balance of such long-term capital gains shall be computed at the rate mentioned above. 2. Short Term Capital Gains Listed Debentures held as capital asset under Section 2(14) of the IT Act for a period of not more than 12 months would be treated as Short term capital asset under Section 2(42A) of the IT Act. Short Term Capital Gains on transfer of NCD will be taxed at the normal rates of tax in accordance with the provisions of the IT Act. The provisions relating to maximum amount not chargeable to tax would apply to short term capital gains. 3. Capital Loss on transfer of Debentures. As per Section 74 of the IT Act, short-term capital loss on transfer of debentures suffered during the year is allowed to be set-off against short-term as well as long-term capital gains of the said year. Balance loss, if any could be carried forward for eight years for claiming set-off against subsequent years’ short term as well as long-term capital gains. Long-term capital loss on debentures suffered during the year is allowed to be set-off only against long-term capital gains. Balance loss, if any, could be carried forward for eight years for claiming set-off against subsequent year’s long-term capital gains. 4. Exemption available for Individuals and HUF for Long Term Capital gains of the IT Act. As per the provisions of Section 54F of the IT Act, any long-term capital gains on transfer of a long term capital asset(not being a residential house) arising to a Debenture Holder who is an individual or Hindu Undivided Family, is exempt from tax if the entire net sales consideration is utilized, within a period of one year before, or two years after the date of transfer, in purchase of a residential house in India, or for construction of residential house in India within three years from the date of transfer subject to conditions. If part of such net sales consideration is invested within the prescribed period in a residential 56house, then such gains would be chargeable to tax on a proportionate basis. This exemption is available, subject to the conditions stated therein. Under section 54EE of the IT Act, long term capital gains arising to the Debenture Holder(s) on transfer of debentures in the company shall not be chargeable to tax to the extent such capital gains are invested in long term specified asset (a unit or units issued before 01.04.2019) as notified by Central Government within six months after the date of transfer. If only part of the capital gain is so invested, the exemption shall be proportionately reduced. However, if the said notified bonds are transferred or converted into money within a period of three years from their date of acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long-term capital gains in the year in which the bonds are transferred or converted into money. However, the exemption is subject to a limit of investment of ₹50 lakhs during any financial year in the notified bonds. Further, in case where loan or advance on the security of such notified units is availed, such notified units shall be deemed to have been transferred on the date on which such loan or advance is taken. Where the benefit of Section 54EE of the IT Act has been availed of on investments in the notified bonds, a deduction from the income with reference to such cost shall not be allowed under section 80C of the Act. C. In respect of Business Income In case the Debentures are held as stock in trade by the debenture holder, the income/loss from transfer of debentures would be taxed as Income from Business. Such income is to be computed in accordance with the Income Computation and Disclosure Standard VIII, which is notified by the Ministry of Finance, Government of India under Section 145(2) of the IT Act. Where debentures are held as stock in trade and unpaid interest has accrued before acquisition of Debentures and is included in the price paid for the Debentures, subsequent receipt of interest is to be allocated between pre-acquisition and post-acquisition periods, the pre-acquisition portion of the interest is reduced from the actual cost and is to be treated as interest. In the case of Debentures held by Scheduled Bank and Public Financial Institutions, income is to be recognized in accordance with the guidelines issued by the Reserve Bank of India in this regard. D. Debentures received as gift without consideration or inadequate consideration. As per section 56(2)(x) of the IT Act, except in cases which are specifically exempted under this clause (such as gift received from relative as defined under the section), where the debentures are received without consideration where the aggregate market value of all gifts received exceeds ₹50,000/- the aggregate market value of the debentures shall be taxable as income in the hands of the recipient. Similarly, if debentures are received for inadequate consideration, the shortfall in the consideration will be treated as income of the recipient subject to the provisions contained in section 56(2)(x) of the IT Act. There is no gift tax for the Donor of the Debentures. II. TO THE NON-RESIDENT DEBENTURE HOLDER. A Non – Resident Indian has an option to be governed by Chapter XII – A of the IT Act, subject to the provisions contained therein which are given in brief as under: a) As per Section 115E of the IT Act, interest income from debentures acquired or purchased with or subscribed to in convertible foreign exchange will be taxable at 20%, whereas long term capital gains on transfer of such Debentures will be taxable at 12.5% of such capital gains without indexation of cost of acquisition. Short-term capital gains will be taxable at the normal rates of tax in accordance with and subject to the provisions contained therein. b) As per Section 115G of the IT Act, it shall not be necessary for a non-resident Indian to file a return of income under Section 139(1) of the IT Act, if his total income consists only of investment income as defined under Section 115C and/or long term capital gains earned on transfer of such investment acquired out of convertible foreign exchange, and the tax has been deducted at source from such 57income under the provisions of Chapter XVII- B of the IT Act in accordance with and subject to the provisions contained therein. c) As per Section 115D (1) of the IT Act no deduction in respect of any expenditure or allowance shall be allowed under any provisions of the IT Act in the computation of income of a non-resident Indian under Chapter XII – A of the IT Act. d) In accordance with and subject to the provisions of Section 115-I of the IT Act, a Non-Resident Indian may opt not to be governed by the provisions of Chapter XII – A of the IT Act. In such a case, long term capital gains on transfer of listed debentures would be subject to tax at the rate of 12.5% computed without indexation of cost of acquisition. e) Interest income and Short-term capital gains on the transfer of listed debentures, where debentures are held for a period of not more than 12 months preceding the date of transfer, would be taxed at the normal rates of tax in accordance with and subject to the provisions of the IT Act. f) Where debentures are held as stock in trade, the income on transfer of debentures would be taxed as business income or loss in accordance with and subject to the provisions of the IT Act. g) Under Section 195 of the IT Act, the applicable rate of tax deduction at source is 20% on investment income and 12.5% on any long-term capital gains as per Section 115E, and 30% for Short Term Capital Gains if the payee debenture Holder is a Non-Resident Indian. h) The income tax deducted shall be increased by applicable surcharge and health and education cess. As per Section 74 of the IT Act, short-term capital loss on transfer of debentures suffered during the year is allowed to be set-off against short-term as well as long-term capital gains of the said year. Balance loss, if any could be carried forward for eight years for claiming set-off against subsequent years’ short- term as well as long-term capital gains. Long-term capital loss on debentures suffered during the year is allowed to be set-off only against long-term capital gains. Balance loss, if any, could be carried forward for eight years for claiming set-off against subsequent year’s long-term capital gains. i) As per Section 90(2) of the IT Act read with the Circular No. 728 dated October 30, 1995 issued by the Central Board of Direct Taxes, in the case of a remittance to a country with which a Double Tax Avoidance Agreement (DTAA) is in force, the tax should be deducted at the rate provided in the Finance Act of the relevant year or at the rate provided in the DTAA, whichever is more beneficial to the assessee. However, submission of tax residency certificate (TRC), is a mandatory condition for availing benefits under any DTAA. If the tax residency certificate does not contain the prescribed particulars as per CBDT Notification 57/2013 dated August 1, 2013, a self-declaration in Form 10F would need to be provided by the assessee along with TRC. j) Alternatively, to avail non deduction or lower deduction of tax at source, as the case may be, the Debenture Holder should furnish a certificate under Section 195(2) and 195(3) of the IT Act, from the Assessing Officer before the prescribed date of closure of books for payment of debenture interest. k) In case the Debentures are held as stock in trade by the debenture holder, the income/loss from transfer of debentures would be taxed as Income from Business. Such income is to be computed in accordance with the Income Computation and Disclosure Standard VIII which is notified by the Ministry of Finance, Government of India under Section 145(2) of the IT Act. Where debentures are held as stock in trade and unpaid interest has accrued before acquisition of Debentures and is included in the price paid for the Debentures, subsequent receipt of interest is to be allocated between pre-acquisition and post-acquisition periods, the pre-acquisition portion of the interest is reduced from the actual cost and is to be treated as interest. In the case of Debentures held by Scheduled Bank, income is to be recognized in accordance with the guidelines issued by the Reserve Bank of India in this regard. l) As per section 56(2)(x) of the IT Act, except in cases which are specifically exempted under this clause (such as gift received from relative as defined under the section), where the debentures are received without consideration where the aggregate market value of all gifts received exceeds Rs. 50,000/- the aggregate market value of the debentures shall be taxable as income in the hands of the recipient. Similarly, if debentures are received for inadequate consideration, the shortfall in the consideration 58will be treated as income of the recipient subject to the provisions contained in section 56(2)(x) of the IT Act. There is no gift tax for the Donor of the Debentures. m) As per the provisions of Section 54F of the IT Act, any long-term capital gains on transfer of a long term capital asset(not being a residential house) arising to a Debenture Holder who is an individual or Hindu Undivided Family, is exempt from tax if the entire net sales consideration is utilized, within a period of one year before, or two years after the date of transfer, in purchase of a new residential house in India, or for construction of residential house in India within three years from the date of transfer subject to conditions. If part of such net sales consideration is invested within the prescribed period in a residential house, then such gains would be chargeable to tax on a proportionate basis. This exemption is available, subject to the conditions stated therein III. TO THE FOREIGN INSTITUTIONAL INVESTORS/ FOREIGN PORTFOLIO INVESTORS (FIIs/ FPIs) 1. As per Section 2(14)(b) of the IT Act, any securities held by FIIs which has invested in such securities in accordance with the regulations made under the Securities and Exchange Board of India Act, 1992, shall be treated as capital assets. Accordingly, any gains arising from transfer of such securities shall be chargeable to tax in the hands of FIIs as capital gains. 2. In accordance with and subject to the provisions of Section 115AD of the IT Act, long term capital gains on transfer of debentures by FIIs are taxable at 10% (plus applicable surcharge and cess) and short-term capital gains are taxable at 30% (plus applicable surcharge and cess). The benefit of cost indexation will not be available. Further, benefit of provisions of the first proviso of Section 48 of the IT Act will not apply. 3. Interest on NCD may be eligible for concessional tax rate of 5% (plus applicable surcharge and health and education cess) for interest referred under Section 194LD. 4. Further, in case where section 194LD is not applicable, the interest income earned by FIIs/FPIs should be chargeable to tax at the rate of 20% under section 115AD of the IT Act. Tax shall be deducted u/s. 196D of the IT Act on such income 141 at 20%. Where DTAA is applicable to the payee, the rate of tax deduction shall be lower of rate as per DTAA or 20%, subject to the conditions prescribed therein. 5. Section 194LD in the IT Act provides for lower rate of withholding tax at the rate of 5% on payment by way of interest paid by an Indian Company to FIIs and Qualified Foreign Investor in respect of rupee denominated bond of an Indian Company between June 1, 2013 and July 1, 2023 provided such rate does not exceed the rate as may be notified by the Government. 6. The income tax deducted shall be increased by applicable surcharge and health and education cess. 7. In accordance with and subject to the provisions of Section 196D(2) of the IT Act, no deduction of tax at source is applicable in respect of capital gains arising on the transfer of debentures by FIIs referred to in section 115AD. 8. The CBDT has issued a Notification No. 9 dated 22 January 2014 which provides that Foreign Portfolio Investors (FPI) registered under SEBI (Foreign Portfolio Investors) Regulations, 2014 shall be treated as FII for the purpose of Section 115AD of the IT Act. IV. TO MUTUAL FUNDS All mutual funds registered under Securities and Exchange Board of India or set up by public sector banks or public financial institutions or authorized by the Reserve Bank of India are exempt from tax on all their income, including income from investment in Debentures under the provisions of Section 10 (23D) of the IT Act in accordance with the provisions contained therein. Further, as per the provisions of section 196 of the IT Act, no deduction of tax shall be made by any person from any sums payable to mutual funds specified under Section 10(23D) of the IT Act, where such sum is payable to it by way of 59interest or dividend in respect of any securities or shares owned by it or in which it has full beneficial interest, or any other income accruing or arising to it. V. TO SPECIFIED FUNDS (“SPECIFIED FUND” AS DEFINED UNDER SECTION 10(4D) OF THE IT ACT) The income of Specified Funds is taxable for the year beginning April 1, 2020, to the extent attributable to units held by non-resident (not being a permanent establishment of a non-resident in India), and in accordance with and subject to the provisions of Section 115AD of the IT Act, as under: a) The interest income earned are chargeable to tax at the rate of 10%; b) long term capital gains on transfer of debentures to the specified extent are taxable at 10% (benefit of provisions of the first proviso of section 48 of the IT Act will not apply); and c) Short-term capital gains are taxable at 30%. Further, where any income in respect of NCD is payable to Specified Funds, tax shall be deducted at the rate of 10% on the income other than exempt under section 10(4D) with effect from November 1, 2020 as per Section 196D of the IT Act. The income tax deducted shall be increased by applicable surcharge and health and education cess. VI. REQUIREMENTS TO FURNISH PAN/FILING OF RETURNS UNDER THE IT ACT 1. SEC. 139A (5A): Section 139A (5A) requires every person from whom income tax has been deducted at source under chapter XVII – B of the IT Act to furnish his PAN to the person responsible for deduction of tax at source. 2. SEC. 206AA: a) Section 206AA of the IT Act requires every person entitled to receive any sum, on which tax is deductible under Chapter XVIIB (‘deductee’) to furnish his PAN to the deductor, failing which tax shall be deducted at the higher of the following rates: (i) at the rate specified in the relevant provision of the IT Act; or (ii) at the rate or rates in force; or (iii) at the rate of twenty per cent. b) A declaration under Section 197A (1) or 197A (1A) or 197A (1C) shall not be valid unless the person furnishes his PAN in such declaration and the deductor is required to deduct tax as per Para (a) above in such a case. c) Where a wrong PAN is provided, it will be regarded as non-furnishing of PAN and Para (a) above will apply. d) As per Rule 37BC, the higher rate under section 206AA shall not apply to a non resident, not being a company, or to a foreign company, in respect of payment of interest, if the non-resident deductee furnishes the prescribed details inter alia TRC and Tax Identification Number (TIN). 3. SEC. 206AB Further, the Finance Act, 2021 inserted new section for punitive withholding tax rate for non-filers of return of income with effect from July 01, 2021 as per which payments made to the specified persons 60will be subject to TDS at higher of twice the applicable rate or 5% in respect of all TDS/TCS provisions except for specific exclusions. NOTES FORMING PART OF STATEMENT OF TAX BENEFITS 1. The above Statement sets out the provisions of law 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 debenture/bonds. 2. The above statement covers only certain relevant benefits under the IT Act and does not cover benefits under any other law. 3. The above statement of possible tax benefits is as per the current direct tax laws relevant for the Assessment Year 2026-2027 (Financial year 2025-26) and taking into account the amendments made by the Finance Act, 2025. 4. This statement is intended only to provide general information to the Debenture Holders and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of tax consequences, each debenture Holder is advised to consult his/her/its own tax advisor with respect to specific consequences of his/her/its holding in the debentures of the Company. 5. Several of the above tax benefits are dependent on the debenture holders fulfilling the conditions prescribed under the relevant tax laws and subject to Chapter X and Chapter XA of the IT Act. 6. The stated benefits will be available only to the sole/ first named holder in case the debenture is held by joint holders. 7. In respect of non-residents, the tax rates and consequent taxation mentioned above will be further subject to any benefits available under the relevant tax treaty, if any, between India and the country in which the non-resident has fiscal domicile. 8. In respect of non-residents, taxes paid in India could be claimed as a credit in accordance with the provisions of the relevant tax treaty and applicable domestic tax law. 9. 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 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. We shall not be liable to any claims, liabilities or expenses relating to this assignment except to the extent of fees relating to this assignment, as finally judicially determined to have resulted primarily from bad faith or intentional misconduct. We will not be liable to any other person in respect of this statement. 61SECTION IV – ABOUT OUR COMPANY AND THE INDUSTRY INDUSTRY OVERVIEW Unless otherwise indicated, all of the information and statics disclosed in this section are extracted from an industry report titled “Gold Loan Industry in India” dated June, 2025 prepared and issued by Fitch Solutions India Advisory Private Limited ("Fitch Report”). For details of risks in relation to Fitch Report and other publications, see “Risk Factors” contained in this Prospectus on page 16. Unless otherwise indicated, all industry and other related information derived from Fitch Report. The information presented in this section, including forecasts and projections, have not been prepared or independently verified by us, our Directors, our Promoters, the Lead Manager or any of our or their respective advisors. The data may have been re-classified by us for the purposes of presentation. Industry sources and publications generally state that the information contained therein has been obtained from sources generally believed to be reliable, but that their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured. Industry sources and publications are also prepared based on information as of specific dates and may no longer be current or reflect current trends. Industry sources and publications may also base their information on estimates, projections, forecasts and assumptions that may prove to be incorrect. Accordingly, investors must rely on their independent examination of, and should not place undue reliance on, or base their investment decision solely on this information. The recipient should not construe any of the contents in the Fitch Report as advice relating to business, financial, legal, taxation or investment matters and are advised to consult their own business, financial, legal, taxation, and other advisors concerning the transaction. OVERVIEW OF GLOBAL ECONOMY The global economy is holding steady, although the degree of grip varies widely across countries. As per the IMF World Economic Outlook (WEO) January 2025, Global growth is projected at 3.3% both in 2025 and 2026, below the historical (2000-2019) average of 3.7%. Growth in China, at 4.7% in year-over-year terms was below expectations. Faster than expected net export growth only partly offset a faster than expected slowdown in consumption amid delayed stabilization in the property market and persistently low consumer confidence. Growth in India also slowed more than expected, led by a sharper than expected deceleration in industrial activity. Growth continued to be subdued in the euro area (with Germany’s performance lagging that of other euro area countries), largely reflecting continued weakness in manufacturing and goods exports even as consumption picked up in line with the recovery in real incomes. In Japan, output contracted mildly owing to temporary supply disruptions. By contrast, momentum in the United States remained robust, with the economy expanding at a rate of 2.7% in year- over-year terms in the third quarter, powered by strong consumption. World economic outlook As per the IMF World Economic Outlook (WEO), April 2025, few global macro trends are as follows: The United States announced multiple waves of tariffs on major trading partners and critical sectors, culminating on April 2 with a set of nearly universal tariffs. While many of the scheduled tariff increases are on hold for now, the combination of measures and countermeasures has hiked US and global tariff rates to centennial highs. However, the context for such increases is very different. Unlike in the previous century, the global economy is now characterized by a high degree of economic and financial integration, with supply chains and financial flows crisscrossing the world, whose potential unwinding could constitute a major source of economic upheaval. For this reason, IMF expects that the sharp increase on April 2 in both tariffs and uncertainty will lead to a significant slowdown in global growth in the near term. 62The common denominator, however, is that tariffs are a negative supply shock for the economy imposing them, as resources are reallocated toward the production of noncompetitive goods, with a resulting loss of aggregate productivity, lower activity, and higher production costs and prices. Moreover, in the medium term, by reducing competition, tariffs increase the market power of domestic producers, decrease incentives to innovate, and create multiple opportunities for rent seeking. For trading partners, tariffs constitute mostly a negative external demand shock, driving foreign customers away from their products, even if some countries could benefit from the rerouting of trade flows. These effects are magnified in the presence of modern complex global supply chains. Most traded goods are intermediate inputs that traverse countries multiple times before their transformation into final products. Sectoral disruptions could propagate up and down the global input-output network in ways with potentially large multiplier effects, just as seen during the pandemic. Anticipating such disruptions IMF has also revised down our projection for global trade growth by 1½ percentage points this year, with a slight recovery penciled in for 2026. The effect of tariffs on exchange rates is not straightforward. First, the US, as the tariffing economy, may see its currency appreciate, as happened in previous episodes. This reflects the reduced demand for foreign currency as the demand for imports declines, but also the likelihood that tariffed countries may ease their monetary policy stance to respond to the negative demand shock. However, greater policy uncertainty, lower growth prospects in the US, and an adjustment in the global demand for dollar assets—which has been orderly so far—can weigh on the dollar, as seen in the immediate aftermath of the announcements. In the medium term, the dollar may depreciate in real terms if tariffs translate into lower productivity in the US tradables sector, relative to its trading partners. Global growth forecast Following a period of significant shocks, global growth remained stable but lackluster through 2024 and was expected to continue at this pace, according to the January 2025 WEO update. However, the situation shifted dramatically after the United States introduced sweeping new tariffs, prompting retaliatory measures from trading partners and resulting in near-universal US tariffs by April 2—raising effective tariff rates to their highest levels in a century. This escalation has created a major negative shock for growth and increased policy uncertainty, making economic forecasting more challenging. The IMF April 2025 WEO report now provides a “reference forecast” based on information available as of April 4, 2025, projecting global growth to slow to 2.8% in 2025 and 3.0% in 2026, down from 3.3% previously projected in 2024 and well below the historical average. Advanced economies are forecast to grow by just 1.4% in 2025, with US growth falling to 1.8% and euro area growth to 0.8%. Emerging markets and developing economies will also see slower growth, particularly in countries like China affected by trade measures. Inflation is expected to decline more slowly than previously forecast. The outlook is dominated by downside risks, including the possibility of further trade escalation, increased financial instability, and mounting pressures on vulnerable economies, while a potential de-escalation in trade tensions could help lift global growth. Economic outlook for advanced economies In advanced economies, growth is expected to decline from 1.8% in 2024 to 1.4% in 2025 and 1.5% in 2026. The 2025 growth forecast is 0.5 percentage points lower than the January 2025 WEO Update. Significant downward revisions were made for Canada, Japan, the UK, and the US, while Spain's forecast was revised upward. 63Economic outlook for Euro Area Growth in the euro area is expected to decline slightly to 0.8% in 2025, before picking up modestly to 1.2% in 2026. Rising uncertainty and tariffs are key drivers of the subdued growth in 2025. Offsetting forces that support the modest pickup in 2026 include stronger consumption on the back of rising real wages and a projected fiscal easing in Germany following major changes to its fiscal rule (the “debt brake”). Within the region, Spain’s momentum contrasts with the sluggish dynamics elsewhere. The growth projection for 2025 for Spain is 2.5%, an upward revision of 0.2 percentage point from that in the January 2025 WEO Update. This reflects a large carryover from better-than-expected outturns in 2024 and reconstruction activity following floods. Economic outlook for emerging market and developing economies 64For emerging market and developing economies, growth under the reference forecast is projected to drop to 3.7% in 2025 and 3.9% in 2026, following an estimated 4.3% in 2024. This is 0.5 and 0.4 percentage point lower, respectively, compared with the rate projected in the January 2025 WEO Update. After a marked slowdown in 2024, growth in emerging and developing Asia is expected to decline further to 4.5% in 2025 and 4.6% in 2026. Emerging and developing Asia, particularly Association of Southeast Asian Nations (ASEAN) countries, has been among the most affected by the April tariffs. For China, 2025 GDP growth is revised downward to 4.0% from 4.6% in the January 2025 WEO Update. This reflects the impact of recently implemented tariffs, which offset the stronger carryover from 2024 (as a result of a stronger-than-expected fourth quarter) and fiscal expansion in the budget. Growth in 2026 is also revised downward to 4.0% from 4.5% in the January 2025 WEO Update on the back of prolonged trade policy uncertainty and the tariffs now in place. For India, the growth outlook is relatively more stable at 6.2% in 2025, supported by private consumption, particularly in rural areas, but this rate is 0.3 percentage point lower than that in the January 2025 WEO Update on account of higher levels of trade tensions and global uncertainty. Economic outlook for Middle East and Central Asia The Middle East and Central Asia is projected to come out of several years of subdued growth, with the rate accelerating from an estimated 2.4% in 2024 to 3.0% in 2025 and to 3.5% in 2026 as the effects of disruptions to oil production and shipping dissipate and the impact of ongoing conflicts lessens. Compared with that in January, the projection is revised downward, reflecting a more gradual resumption of oil production, persistent spillovers from conflicts, and slower-than-expected progress on structural reforms. Outlook on world trade volume and inflation Global trade growth is projected to decline to 1.7% in 2025, down by 1.5% from the January 2025 WEO Update, due to increased tariffs and diminishing cyclical factors supporting goods trade. Global current account balances are expected to narrow slightly, with past widening attributed to domestic imbalances and increased goods trade. Over time, these balances are likely to gradually decrease, with creditor and debtor positions growing in 2024 but moderating later. Some economies still face risks from historically high external liabilities. Global headline inflation is forecasted to decrease to 4.3% in 2025 and 3.6% in 2026. Advanced economies are expected to reach a 2.2% inflation rate by 2026, while emerging markets and developing economies are projected to decline to 4.6%. Compared to the January 2025 WEO Update, global inflation forecasts are slightly higher, with notable upward revisions for the UK and US due to persistent service sector price dynamics, core goods price increases, and tariff impacts. Emerging markets and developing economies show mixed revisions, with Asia experiencing a downward adjustment and Russia and Ukraine seeing upward changes. Latin America's inflation revisions are mixed, with some countries experiencing upward adjustments and others downward. Overall, the inflation outlook has improved but remains uncertain, especially regarding the impact of recent tariffs, which vary across countries based on perceptions of permanence, margin adjustments, and currency invoicing. Tariffs act as a supply shock for tariffing countries and a demand shock for tariffed ones, affecting productivity, costs, export demand, and leading to potential investment and spending delays amid financial uncertainties. OVERVIEW OF INDIAN ECONOMY 65India had surpassed the UK to become the world's fifth-largest economy and is now behind only the US, China, Japan and Germany. India's Gross Domestic Product (GDP) has reached USD3.9trn (trillion) in 2024 from around USD2.0trn in 2014. In Reserve Bank of India’s (RBI) May 2025 bulletin, the Indian economy has demonstrated remarkable resilience and dynamism. Over the past four years (FY22 to FY25), it has recorded an average annual growth rate of 8.2%. It was and continues to be the fastest-growing major economy in the world. This is a significant step up from the average growth rate of 6.6% in the preceding decade (2010 to 2019). Even in FY2026, the growth is expected to remain robust at 6.5%. The banking sector, which continues to meet the large funding requirements of the economy, has demonstrated resilience with healthy balance sheet. The soundness of scheduled commercial banks (SCBs) has been bolstered by strong profitability, lower non-performing assets and adequate capital and liquidity buffers. The health of the non-banking financial companies (NBFCs) sector is also robust. Bank credit growth although moderating in recent months, continues to be in double digits (about 12%) compared to an average of about 10.5% in the last 10 years. RBI is committed to further enhancing the capacity, responsiveness, and resilience of the banking and non- banking financial sectors with emphasis on balancing regulation with efficiency and stability. While offering excellent opportunities for investment, as private debt to GDP is still on the lower side, the banking sector is poised to meet the investment needs of the society and industry. Fiscal policies of the government have a critical role in catalyzing and sustaining economic development by ensuring that savings and public funds are used efficiently in productive sectors. India continues to demonstrate fiscal prudence to foster faster and inclusive growth. Its approach to the pandemic is a case in point. India adopted a calibrated approach to the pandemic. Rather than front-loading stimulus packages, as most countries did, India adopted a flexible and agile approach to support the vulnerable sections of society and small firms. This enabled a resilient recovery as it was followed up with enhanced capital expenditure and concerted push to manufacturing. The government is now committed to fiscal consolidation after the pandemic-induced stimulus, maintaining a focus on reducing the fiscal deficit without compromising on expenditure quality i.e., growth inducing spending. The central government’s fiscal deficit to GDP ratio has declined from 9.2% in FY2021 to 4.8% in FY25 and it is budgeted to moderate further to 4.4% in FY26. This is in stark contrast to rising debt levels in some of the advanced economies. India’s public debt to GDP ratio at 81.3 % (in 2024) is reasonable, with the world’s top 10 economies other than Germany having higher public debt than India. The progressive fiscal consolidation in India has enhanced space for the private sector to raise resources for investment. Gross Domestic Product (GDP) According to the Press Note on the Provisional Estimates (PE) of Annual Gross Domestic Product (GDP) for Financial Year (FY) 2024-25 and Quarterly Estimates of GDP for the fourth quarter (Jan-Mar) of 2024-25, published by the National Statistics Office (NSO), Ministry of Statistics and Programme Implementation (MoSPI) on May 30, 2025, Real GDP or GDP at Constant (2011-12) prices in FY25 is estimated to attain a level of INR188.0trn, as against the Final Revised Estimate of GDP for FY24 of INR176.5trn. 66The growth rate of Real GDP during FY25 is estimated at 6.5% as compared to growth rate of 9.2% in FY24. The Indian economy likely picked up pace in the December 2024 quarter, fueled by strong agricultural output, a revival in rural demand and higher capital expenditure. However, external challenges such as a strong US dollar and global economic uncertainties, pose potential risks. Overall, the outlook remains optimistic, with policy measures and domestic factors expected to drive growth in the near term. Gross Value Added (GVA) 67According to the Press Note on the Provisional Estimates (PE) of Annual Gross Domestic Product (GDP) for Financial Year (FY) 2024-25 and Quarterly Estimates of GDP for the fourth quarter (Jan-Mar) of 2024-25, published by the National Statistics Office (NSO), Ministry of Statistics and Programme Implementation (MoSPI) on May 30, 2025, aggregate supply - measured by gross value added (GVA) at basic prices by economic activity (at 2011-12 Prices) - expanded by 6.4% in FY25, as compared with a growth of 8.6% a year ago. GVA growth was driven by a construction sector which grew by 9.4% in FY25. Construction sector grew by a surge in investment, improved investor confidence and strong domestic demand conditions. Similarly, a robust increase in cement and steel production portends well for a sustained rise in construction activity. Aided by government interventions and increased demand for residential properties in tier-2 and tier-3 cities, the construction sector is capturing new markets. The strong thrust to infrastructure investment through initiatives like GatiShakti and National Infrastructure pipeline have also raised the demand for construction. India's large domestic market, driven by strong consumption patterns, and its strategic positioning in the global supply chain diversification, further bolster its manufacturing prospects. The sector wise data of the (GVA) at basic prices by economic activity (at 2011-12 Prices) reveals the subdued performance of the agricultural sector. The agriculture and allied sectors are projected to grow by 4.6% in FY25, a significant recovery from the 2.7% growth recorded last year. Meanwhile, the construction sector and the financial, real estate, and professional services sectors are expected to post robust growth rates of 9.4% and 7.2%, respectively in FY25. Industrial growth trends 68 C o m p o n e n ts o f G V AA m o u n t in IN R T rillio nS r. In d u s tryN o . 2 0 2 2 -2 3 2 0 2 3 -2 4 2 0 2 4 -2 5A g ric u ltu re , L iv e s to c k , F o re s try a n d F is h in g1 2 3 .1 2 3 .7 2 4 .8 M in in g & Q u a rry in g2 3 .2 3 .3 3 .4 M a n u fa c tu rin g3 2 5 .2 2 8 .3 2 9 .5 E le c tric ity , G a s , W a te r S u p p ly a n d o th e r u tilitie s4 3 .5 3 .8 4 .1 C o n s tru c tio n5 1 3 .0 1 4 .4 1 5 .7 T ra d e , H o te ls , T ra n s p o rt, C o m m u n ic a tio n s e rv ic e s6 2 7 .9 2 9 .9 3 1 .8 F in a n c ia l, R e a l E s ta te & P ro fe s s io n a l S e rv ic e s7 3 4 .6 3 8 .1 4 0 .9 P u b lic A d m in is tra tio n , D e fe n c e & O th e r s e rv ic e s *8 1 8 .4 2 0 .0 2 1 .8 G V A a t B a s ic P ric e s 1 4 8 .8 1 6 1 .5 1 7 1 .8 S o u rce : N a tio n a l S ta tistica l O ffice (N S O ), M in istry o f S ta tistics a n d P ro g ra m m e Im p le m e n ta tio n (M o S P I) N o te : 2 0 2 2 -2 3 is F in a l E stim a te s, 2 0 2 3 -2 4 is F irst R e v ise d E stim a te s a n d 2 0 2 4 -2 5 is P ro v isio n a l E stim a te s o f N a* P u b lic A d m in istra tio n , D e fe n ce & O th e r S e rv ice s ca te g o ry in clu d e s th e O th e r S e rv ice s se cto r i.e . E d u ca tio n , H ep e rso n a l se rv ice s tio na lth % c h a n g e o v e r p re v io u s y2 0 2 3 -2 4 2 0 2 4 -22 .7 % 4 .6 %3 .2 % 2 .7 %1 2 .3 % 4 .5 %8 .6 % 5 .9 %1 0 .4 % 9 .4 %7 .5 % 6 .1 %1 0 .3 % 7 .2 % 8 .8 % 8 .9 %8 .6 % 6 .4 % a l In co m e, R e cre a tio n , a n d o th e r e5 a rThe Index of Industrial Production (IIP) is a composite indicator that measures the short-term changes in the volume of production of a basket of industrial products during a given period with respect to that in a chosen base period. IIP expanded by 4.0% during FY25 as compared with 5.9% in the previous year. Within the manufacturing sector, 17 of 23 industry groups recorded y-o-y expansion. In terms of the use-based classification, all categories of industries except consumer non-durables recorded growth. According to the latest Press Release on the Quick Estimate of the Index of Industrial Production (IIP) and Use- based Index for March 2025 by the Ministry of Statistics and Programme Implementation (MoSPI), India’s IIP growth rate for April 2025 stands at 2.7%, compared to 3.0% (Quick Estimate) in March 2025. Among the key sectors, the growth rates for April 2025 are (-)0.2% for Mining, 3.4% for Manufacturing, and 1.1% for electricity. Within the manufacturing sector, 16 out of 23 industry groups at the NIC 2-digit level reported positive growth in April 2025 compared to April 2024. The top three contributors to this growth are ‘Manufacture of basic metals’ (4.9%), ‘Manufacture of motor vehicles, trailers and semi-trailers’ (15.4%), and ‘Manufacture of machinery and equipment n.e.c.’ (17.0%). Notably, growth in ‘Manufacture of basic metals’ was driven by items such as ‘Pipes and tubes of Steel’, ‘MS blooms/billets/ingots/pencil ingots’, and ‘Flat products of Alloy Steel’. In ‘Manufacture of motor vehicles, trailers and semi-trailers’, significant contributions came from ‘Auto components/spares and accessories’, ‘Axle’, and ‘Commercial Vehicles’. For ‘Manufacture of machinery and equipment n.e.c.’, items like ‘Machine tools for turning, drilling, etc. (other than lathes)’, ‘Lathes’, and ‘Stationary and internal combustion piston engines not for motor vehicles’ played a key role in the sector’s growth. Per capita GDP, income and final consumption According to the Press Note on the Provisional Estimates (PE) of Annual Gross Domestic Product (GDP) for Financial Year (FY) 2024-25 and Quarterly Estimates of GDP for the fourth quarter (Jan-Mar) of 2024-25, published by the National Statistics Office (NSO), Ministry of Statistics and Programme Implementation (MoSPI) on May 30, 2025, India’s per capita gross domestic product (GDP) at Constant (2011-12) Prices grew by 8.2% to INR126,528 in FY24, while it increased by 5.5% to INR133,501 in FY25. 69Per Capita Gross National Income (GNI) at Constant (2011-12) Prices increased by 8.2% in FY24, whereas it increased by 5.4% to INR131,556 in FY25. The per capita private final consumption expenditure (PFCE) at Constant (2011-12) Prices, that represents consumer spending, grew by 4.6% in FY24; while it increased by 6.2% to INR75,423 in FY25 . Indian economic outlook FY26 Consumption growth assumes significance at the current juncture when the economy is facing challenges from a continued weak global demand and reciprocal tariff. A higher consumption growth may help in minimizing the adverse impact of the weak global demand and reciprocal tariff on GDP growth. The consumption might continue to face both headwinds and tailwinds in the near term. The tepid urban demand and weak global growth are the major headwinds for consumption. The declining inflation, favorable monsoon, monetary easing and strong rural demand are the major tailwinds for consumption demand in India. Consumption growth in FY24 declined to 5.6%; NSO expects it to have grown 7.6% in FY25, in 9MFY25 it grew 6.8%. FSIAPL expects PFCE to grow 7.0% in FY25 and believes the consumption demand to remain stable in FY26 as well at 6.9%. FSIAPL suggests that a one-percentage point (pp) change in real wage growth translates into an 88bp change in PFCE growth. The retail inflation in FY26 is expected to decline to around 4.0% from 4.6% in FY24. The India Meteorological Department (IMD) forecasts monsoon rainfall at 106% of the long-period average (LPA) of 87cm in 2025. This is likely to have a favorable impact on not only inflation but also rural wages. India had two consecutive good crop seasons (kharif and rabi 2024); a good 2025 monsoon may lead to two more good crop seasons. Four consecutive good crop seasons are likely to translate into stable nominal wage growth. This along with stable and declining inflation would translate in stable positive rural wage growth. In 2025, the RBI has already cut the policy repo rate by 50bp, and FSIAPL expects inflation to average around 4.0% in FY26; this has provided scope for more monetary easing. FSIAPL expects the policy repo rate to be further reduced by 50-75bp in FY26. The policy easing could be higher if the reciprocal tariff has a higher impact on the Indian economy. Real rural wage growth in FY24 remained negative during 2QFY24-1QFY25, while the growth of urban minimum wages and private corporate sector remained positive. Rural demand was a concern in FY24, however the 2024 monsoon has changed the scenario. Urban consumption is now a concern; FMCG companies are also pointing 70towards a stable rural demand and weak urban demand. Lower real wage growth of corporate sector and urban minimum wages are major headwinds for consumption demand. OVERVIEW OF THE NBFC MARKET IN INDIA Introduction Non-banking Financial Institutions (NBFIs) form an integral part of the Indian financial system by complementing the banking sector in reaching out credit to the unbanked segments of society, especially to the micro, small and medium enterprises which form the cradle of entrepreneurship and innovation. Structure of NBFIs under the Reserve Bank Regulation Source: Reserve Bank of India 71On the basis of liabilities, NBFCs are classified into two categories (i) NBFCs-Deposit taking (NBFCs-D) and (ii) NBFCs-non-deposit taking (NBFCs-ND). NBFCs-D are subject to requirements of capital adequacy, liquid assets maintenance, exposure norms (including restrictions on exposure to investments in land, building, and unquoted shares), Asset-liability management and reporting requirements. The NBFCs, depending upon its nature of business, are broadly categorized as loan companies, investment companies, infrastructure finance companies (IFCs), asset finance companies (AFCs), core investment companies (CIC), infrastructure debt funds (IDFC), micro finance institutions (MFIs). In 2018-19, three categories of NBFCs namely, AFCs, loan companies (LCs) and investment companies (ICs) were merged into a new category called investment and credit companies (ICCs) for harmonisation and operational flexibility. The regulatory and supervisory framework for NBFCs has been continuously strengthened in order to ensure their strong and healthy functioning, limit excessive risk-taking practices, and protect the interests of the deposit holders. NBFCs are primarily governed by the RBI Act and the RBI Master Directions. NBFCs are permitted to operate in similar sphere of activities as banks; there are a few important and key differences. The most important distinctions are: • An NBFC cannot accept deposits repayable on demand – in other words, NBFCs can only accept fixed term deposits. Thus, NBFCs are not permitted to issue negotiable instruments, such as cheques which are payable on demand; and • NBFCs are not allowed to deal in foreign exchange, even if they specifically apply to the RBI for approval in this regard. While an NBFC may be registered as a deposit accepting NBFC (NBFC-D) or as a non-deposit accepting NBFC (NBFC-ND), NBFCs registered with RBI are further classified as: • Investment and Credit Company: The main business of these companies is lending and investment. • Systemically Important Core Investment Company (CIC-ND-SI): A systematically important NBFC (assets INR1.0bn and above) which has deployed at least 90% of its assets in the form of investment in shares or debt instruments or loans in group companies is called CIC-ND-SI. Out of the 90%, 60% should be invested in equity shares or those instruments which can be compulsorily converted into equity shares. Such companies do accept public funds. • Infrastructure Finance Companies (IFC): A company which has net owned funds of at least INR3.0bn and has deployed 75% of its total assets in Infrastructure loans is called IFC provided it has credit rating of A or above and has a CRAR of 15%. • Infrastructure Debt Fund – NBFCs (IDF-NBFC): An IDF-NBFC is a non-deposit taking NBFC that has Net Owned Fund of INR3.0bn or more and which invests only in Public Private Partnerships and post commencement operations date (COD) infrastructure projects which have completed at least one year of satisfactory commercial operation and becomes a party to a Tripartite Agreement. • NBFC - Micro Finance Institutions: Microfinance companies are non-deposit taking firms that are entitled to provide loans up to INR50K to individuals coming under low-income group living in rural or semi-urban areas. • NBFC – factors: An NBFC-Factoring Company should have a minimum NOF of INR50.0mn and its financial assets in the factoring business should constitute at least 75% of its total assets and its income derived from factoring business should not be less than 75% of its gross income. • Mortgage guarantee companies: Mortgage Guarantee Company acts as an insurance against defaults on loans by the homebuyer, thereby reducing the loan exposure and credit risks for the lender. Mortgage Guarantee Company is a financial institution for which at least 90% of the business turnover is mortgage 72guarantees or at least 90% of the gross income is from the mortgage guarantee business and whose net-owned funds is at least INR1000mn. • NBFC-Non-Operative Financial Holding Company (NOFHC): For permitting promoter/ promoter groups of NBFCs to set up a new bank. • NBFC-Account Aggregator (NBFC-AA): NBFC-AA engages in collecting and providing information about a customer’s financial assets in a consolidated, organised and retrievable manner to the customer or others as specified by the customer. • NBFC–Peer to Peer Lending Platform (NBFC-P2P): PBFC – P2P provides an online platform to bring lenders and borrowers together to help mobilise funds. • Housing Finance Companies (HFC): HFC is another form of a non-banking financial company NBFC which primarily is engaged in the business of providing finance for housing. Scale based classification of NBFCs A four-layered scale-based approach to regulate NBFC in the country was introduced vide circular DOR.CRE.REC. No.60/03.10.001/2021-22 dated October 22, 2021. RBI subsequently released Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023 on October 19, 2023 which was recently updated on May 05, 2025 vide DOR.FIN.REC. No.45/03.10.119/2023-24. The direction states that NBFCs shall comprise of four layers based on their size, activity and perceived riskiness as mentioned below: • NBFCs in the lowest layer shall be known as NBFCs-Base Layer (NBFCs-BL) • NBFCs in middle layer shall be known as NBFCs-Middle Layer (NBFCs-ML) • NBFCs in upper layer shall be known as NBFCs-Upper Layer (NBFCs-UL) • The Top Layer is ideally expected to be empty and will be known as NBFCs-Top Layer (NBFCs-TL) Base layer - The base layer shall comprise of (a) non-deposit taking NBFCs below the asset size of INR1,000 crore 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 shall consist of (a) all deposit taking NBFCs (NBFCs-D), irrespective of asset size, (b) non-deposit taking NBFCs with asset size of INR1,000 crore and above and (c) NBFCs undertaking the following activities (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 a set of parameters and scoring methodology. The top ten eligible NBFCs in terms of their asset size shall always reside in the upper layer, irrespective of any other factor. On January 16, 2025, RBI released the list of NBFCs in the upper layer under scale-based regulation for NBFCs for the year FY25. 73In terms of the framework, once an NBFC is classified as NBFC-upper layer, it shall be subject to enhanced regulatory requirement, at least for a period of five years from its classification in the layer, even in case it does not meet the parametric criteria in the subsequent year/s. Top layer - The top layer will ideally remain empty. This layer can get populated if the Reserve Bank is of the opinion that there is a substantial increase in the potential systemic risk from specific NBFCs in the upper layer. Such NBFCs shall move to the top layer from the upper layer. Categorization of NBFCs carrying out specific activity As the regulatory structure envisages scale based as well as activity-based regulation, the following prescriptions shall apply in respect of the NBFCs. • NBFC-P2P, NBFC-AA, NOFHC and NBFC not availing public funds and not having any customer interface will always remain in the Base Layer of the regulatory structure. • NBFC-D, CIC, NBFC-IFC and HFC will be included in Middle Layer or the Upper Layer (and not in the Base layer), as the case may be. SPD and IDF-NBFC will always remain in the Middle Layer. • The remaining NBFCs, viz., NBFC-Investment and Credit Companies (NBFCICCs), NBFC-Micro Finance Institutions (NBFC-MFIs), NBFC-Factors and Mortgage Guarantee Companies (MGCs) could lie in any of the layers of the regulatory structure depending on the parameters of the scale based regulatory framework. • Government owned NBFCs shall be placed in the Base Layer or Middle Layer, as the case may be. They will not be placed in the Upper Layer till further notice. References to NBFC-ND, NBFC-ND-SI and NBFC-D From October 01, 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. Classification in middle layer in case of multiple NBFCs in a group • NBFCs that are part of a common Group or are floated by a common set of promoters shall not be viewed on a standalone basis. The total assets of all the NBFCs in a Group shall be consolidated to determine the threshold for their classification in the Middle Layer. 74• If the consolidated asset size of the NBFCs in the Group is INR1000 crore and above, then each NBFC-ICC, NBFC-MFI, NBFC Factor and MGC lying in the Group shall be classified as an NBFC in the Middle Layer and consequently, regulations as applicable to the Middle Layer shall be applicable to them. However, NBFC- D, within the Group, if any, shall also be governed under the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Direction, 2016. • Statutory auditors are required to certify the asset size (as on March 31) of all the NBFCs in the Group every year. The certificate shall be furnished to the Department of Supervision of the Reserve Bank under whose jurisdiction the NBFCs are registered. • Provisions contained above shall not be applicable for classifying an NBFC in the Upper Layer. Criteria for deciding NBFC-Middle Layer status. • Once an NBFC reaches an asset size of INR1,000 crore or above, it shall be subject to the regulatory requirements as per Section III of these Directions, despite not having such assets as on the date of last balance sheet. All such non-deposit taking NBFCs shall comply with the regulations/directions issued to NBFCs-ML from time to time, as and when they attain an asset size of INR1,000 crore, irrespective of the date on which such size is attained. • In a dynamic environment, the asset size of a NBFCs can fall below INR1,000 crore in a given month, which may be due to temporary fluctuations and not due to actual downsizing. In such a case the NBFC shall continue to meet the reporting requirements and shall comply with the extant directions as applicable to NBFC-ML, till the submission of its next audited balance sheet to the Reserve Bank and a specific dispensation from the Reserve Bank in this regard. Regulatory revisions applicable to all layers of NBFCs under Scale Based Regulations 1) Raising minimum Net Owned Fund (NOF) for certain NBFCs: The regulatory minimum net-owned fund for finance companies acting as NBFC – ICC, NBFC- MFI and NBFC – Factors will be increased to INR10 crore. The RBI has set a three-year glide path for the existing NBFCs to achieve the net-owned funds (NOF) of INR10 crore by March 31, 2027. The following glide path is provided for the existing NBFCs: NBFCs Current NOF By 31st March 2025 By 31st March 2027 NBFC-ICC INR 2 crore INR 5 crore INR 10 crore INR 5 crore (INR2 crore INR 7 crore (INR 5 crore in NBFC-MFI INR 10 crore in NE Region) NE Region) NBFC-Factors INR 5 crore INR 7 crore INR 10 crore Source: RBI’s ‘Scale Based Regulation: A Revised Regulatory Framework for NBFCs’ circular dated 22nd Oct 2021 However, for NBFC-P2P, NBFC-AA, and those with no public funds and no customer interface, the NOF shall continue to be INR2 crore. NBFCs failing to achieve the prescribed level within the stipulated period shall not be eligible to hold the Certificate of Registration (CoR) as NBFCs. 2) Harmonizing Non-Performing Assets (NPA) classification norms: The RBI has revised existing norms for classifying loans as non-performing assets (NPAs). The extant NPA classification norm stands changed to the overdue period of more than 90 days for all categories of NBFCs. A glide path is provided to NBFCs in Base Layer to adhere to the 90 days NPA norm as under – 75NPA Norms Classification >150 days overdue By March 31, 2024 >120 days overdue By March 31, 2025 > 90 days By March 31, 2026 Source: RBI’s ‘Scale Based Regulation: A Revised Regulatory Framework for NBFCs’ circular dated 22nd Oct 2021 The glide path will not be applicable to NBFCs which are already required to follow the 90-day NPA norm. The central bank has provided a three-year transit period to NBFCs in the base layer to adhere to the revision. NBFCs in middle and upper layers have to make a thorough internal assessment of the need for capital, commensurate with the risks in their business. NBFCs in the upper layer will have to have a common equity tier-1 capital of at least 9% to enhance the quality of regulatory capital. In addition to the CRAR, the upper layer NBFCs will also be subjected to leverage requirements to ensure that their growth is supported by adequate capital. A suitable ceiling for leverage will be prescribed subsequently as and when necessary. 3) Experience of the board: At least one of the directors in the Board of Directors should have relevant experience of having worked in a Bank/NBFC. This is a requirement for all NBFCs. 4) Ceiling on Initial Public Offer (IPO) funding: A limit of INR1 crore per borrower has been set for financing subscription to IPOs (earlier NBFCs had no ceiling on an IPO funding). Ceiling on an IPO funding has been made applicable from April 1, 2022. EVOLUTION OF GOLD LOAN MARKET IN INDIA Introduction Gold has long been a valued commodity, historically regarded as among the most liquid assets and accepted universally as a currency since time immemorial. In India, Gold has traditionally been consumed by individuals in the form of jewellery – it is considered auspicious to buy gold jewellery during festive seasons - and handed down generations as family wealth. Gold is considered to be a safe haven in times of economic uncertainty. Gold demand in India (2013-2024) India is one of the largest markets for gold and growing affluence is driving growth in demand. Gold has a central role in the country’s culture, considered a store of value, a symbol of wealth and status and a fundamental part of many rituals. Aside from Diwali, one of the most important dates in the Indian calendar, regional festivals across the country are celebrated with gold: in the south, Akshaya Tritiya, Pongal, Onam and Ugadi; in the east, Durga Puja; in the west, Gudi Pavda; in the north, Baisakhi and Karva Chauth. Two-thirds of India’s gold demand came from rural areas, where jewellery is a traditional store of wealth. The chart given below depicts the trend of India’s gold demand (in tonnes) from 2015-2024. 76As per ‘India's gold market update: Mixed demand’ report published by World Gold Council (WGC) on June 18, 2025, gold prices in May saw a pause in the uptrend after four consecutive months of gains, ending the month nearly flat just below USD3,300/oz. Trading was largely range bound, with gains capped by global gold ETF outflows and the strong returns of April. At the same time, tariff-related policy risk, a weaker US dollar, and rising inflation expectations supported prices. Gold regained momentum in June, rising 5% month-to-date to USD3,435/oz, driven by the flare-up in geo-political tensions following the Israel-Iran attacks and a rebound in ETF demand. Year-to-date, gold remains a standout performer, up 32% in USD terms. Domestic gold prices broadly followed international trends, closing May 1% higher and moving in the INR92,000–97,000/10g range. So far in June, prices have risen by 4%, reaching INR98,732/10g. Domestic prices, however, have continued to trade at a discount to international benchmarks (after adjusting for exchange rate and taxes), primarily due to subdued jewellery demand. The average discount has widened significantly – from USD12/oz in mid-March to over USD38/oz by June 13, 2025. Gold price movement in India Gold prices in India have been showing an overall upward trend since the last 3 decades. There was a steady increase in the prices of gold from FY10 to FY13. From FY14 to FY16, there was a decline in gold prices owing to geopolitical stability, low oil prices, low inflation and strong growing equity market. During this period, gold lost its attractiveness to investors either from a capital appreciation perspective as a hedge against inflation or as a safe haven, causing a significantly reduced demand. 77However, from FY17 to FY19, gold prices started to surge to the pre-FY13 levels, further increasing to INR37,017.9 per 10 gram in FY20 and INR48,732.2 per 10 gram in FY21. Gold prices crossed INR50,000 per 10 gram in FY23 and INR60,000 per 10 gram in FY24. It is currently at INR96,733.0 per 10 grams as of June 27, 2025. According to Reuters, gold prices surged in the international bullion market due to escalating tensions in the Middle East and a weakening dollar. Additionally, US inflation data came in lower than anticipated, heightening expectations for Federal Reserve rate cuts. Key factors driving gold prices currently are as follows: i. US tariff uncertainty: Trump has imposed a 10% tariff on Chinese imports and a 25% tariff on steel and aluminium. He recently announced that additional tariffs on lumber, cars, semiconductors, and pharmaceuticals would be introduced within a month, intensifying trade war fears. ii. Inflation and fed policy: Minutes from the latest Federal Reserve meeting revealed concerns about rising inflation due to Trump's trade policies. While the Fed remains cautious about rate cuts, the prospect of persistent inflation is keeping investors bullish on gold. iii. Strong central bank buying: Central banks continue to increase their gold reserves, while gold ETFs are shifting from net sellers to marginal buyers, further supporting prices. iv. Safe-haven demand: Gold remains a preferred hedge against geopolitical risks, with ongoing conflicts and economic instability driving demand. Gold loan market in India Gold enjoys a unique connection with Indians in terms of social status, financial security and rich cultural legacy. Along with the country’s growing population and ever-increasing disposable income, India’s inclination and liking for gold has also increased. Due to the emotional value associated with household jewellery, people are hesitant to sell their gold to meet their immediate financial needs; as an alternative, people pledge their gold ornaments as collateral and secure a short-term loan. The pledging of gold ornaments and other gold assets to local pawnbrokers and money lenders to avail loans has been prevalent in Indian society over ages. The increased holding of gold as an asset among large section of people, and the practices related to borrowing against gold in the informal sector, have encouraged some loan companies to provide loans against the collateral of used household gold jewelleries. Over a period of time, many companies have emerged as specialised gold loan companies. 78Most of the gold in India is held by people in rural market. Rural residents and low-income groups are the major customers of gold loans, as gold is usually the only asset they possess, in some quantity. They also typically lack access to banking facilities. Thus, gold loan has emerged as one of the most reliable credit sources for these categories of customers at a broader level, there are mainly two categories of gold loan providers: i. Formal sector (Banks, NBFCs and cooperatives) ii. Informal sector (local moneylenders). The key factors that drove the rapid growth phase of gold loan in India included low cost of funds (eligibility under Priority Sector Lending), rise of India’s middle class, consumerism and urbanization, rising gold prices, and high Loan to Value (LTV) of up to 75.0%. Convenience of access, quick disbursals and lower interest rates compared to moneylenders led to NBFCs becoming the customer’s de-facto choice. Meanwhile, from the beginning of 2013, gold prices reduced drastically globally. With the pledged gold having lower market value, customers walked away from the loans resulting in increased Non-Performing Assets (NPAs). The gold loan industry was also subsequently impacted by demonetization in 2016 when cash crunch in the market led to immediate shortfall in business. However, digital eco-system is now leading to increased credibility and tilting scales of gold loan business in favor of the specialized gold loan NBFCs. Alongside, the introduction of GST in 2017 has also impacted the market. In the pre-GST era, the taxation on gold was 1% excise duty, along with a VAT of 1-1.5%, totaling to 2.0% tax. GST rates on gold have now been pegged to 3%. This is in addition to an import duty of 7.5% and 3% GST on making charges. In order to stabilize the proliferation and books of gold loan NBFCs, RBI intervened and released certain guidelines: • Removal of Priority Sector Lending (PSL) status. This immediately resulted in substantially higher borrowing cost. • Restricted credit exposure to single gold NBFC to 7.5% from 10% resulting in lower bank funding. • Prohibition of grant of loans against bullion and gold coins. The COVID-19 pandemic and the subsequent nationwide lockdown resulted in a significant amount of job losses, leaving people to burn out their savings for a living. People heavily relied on borrowings through banks and other sources to fulfil their financing needs amid the pandemic. Consumers used their gold holdings as collateral to obtain their financing needs rather than outright selling. These higher borrowings lifted demand for gold loans during the pandemic both through NBFCs and banks. Gold loans will benefit not just from the demand side but supply-side dynamics too as many banks and non-banking institutions target this product segment on account of its acceptable risk profile. Borrowers had benefited from higher loan value for the same collateral while lenders have benefited from lower LTV ratios on their existing loans and higher demand. Demand during the pandemic has pushed gold loan Asset Under Management (AUM) higher by 20-30% for most of India's leading gold loan NBFCs and banks. 79Gold loan NBFCs in India Till the last century, most of the lending was in the unorganized sector through pawnbrokers and money lenders. However, this scenario has changed over the last two decades post India’s economic liberalization and financial sector reforms, and the organised sector has become more dominant. Buoyed by the spurt in gold prices during the last decade, organised lenders grew during the period FY09 to FY12. However, correction in gold prices in FY13, adverse regulatory scenario, restrictions on offering high LTV products, and increase in competition intensity has seen gold loan industry’s AUM stagnating. This is also reflected in the stagnating portfolio of gold loan NBFCs. The total gold loan industry AUM stood at approximately INR22,018.6bn in FY24, out of which approximately 35% accounted for organised market. India’s unorganised gold loan market is estimated to be around 65% of the total gold loan market. There are no official estimates available on the size of this market, which is characterised by the presence of numerous pawnbrokers, moneylenders and landlords operating at a local level. However, this market is believed to be almost double the size of organised gold loans market. The demand for gold has a regional bias with southern Indian states accounting for around 45.0% of the annual demand. There is potential to expand gold loans market to the Northern and Western regions of India, provided the branch network is expanded, and the loans are available with ease and with flexible options. The prevalence of high level of rural indebtedness, easy availability of gold loans on extremely flexible terms, relative scarcity of personal and retail loans from the banks and changing attitude of customers to gold loans will contribute to the growth in the gold loan AUM to newer regions. Many Gold loan companies are reducing their geographical concentration risk and gradually shifting their focus to northern and western region over the last 3 years. Growth in gold loans market of organized players in the last 5 years As per WGC report, the organized gold loan industry is around 35% and unorganized industry is around 65%. The total gold loan industry AUM stood at INR22,018.6bn in FY24, out of which approximately 35% valuing INR7,706.5bn accounted for organised market. 80The RBI has released draft guidelines detailing the procedures for banks and NBFCs to extend gold loans to individuals. These draft guidelines aim to create a standardized framework for availing gold loans from both banks and NBFCs. However, the draft also introduces certain restrictions, such as specifying the types of gold that can be accepted as collateral, setting limits on the maximum loan amount that can be sanctioned, and outlining various repayment rules. Notably, the RBI has proposed capping the Loan-to-Value (LTV) ratio at 75% for all lenders, meaning that if gold jewelry valued at Rs.100 is pledged, the maximum loan that can be provided is Rs 75. Indian Gold loan market of organised players has increased at a CAGR of 15% from INR2,203.6bn in FY15 to INR7,706.5bn in FY24 owing to increase in gold prices, good monsoon and favourable macroeconomic factors. During this period, NBFCs’ focused on improving the business per branch, undertook aggressive marketing and diversified into new regions. Overview of some operational parameters of organized players is provided below: Growth in gold loans market of NBFCs (gold loan) in the last 6 years The gold loan AUM of NBFCs grew at a CAGR of 17% between FY18 and FY24. NBFCs witnessed a decline in gold loan AUM between FY12 and FY14, as RBI’s regulations curbed the performance as mentioned earlier. 81However, due to NBFCs flexible loan offerings and quicker disbursement time helped them to grow their gold loan AUM from INR641.5bn in FY18 to INR1628.6bn in FY24. Gold Loan NBFCs AUM further mainly due to geographic expansion, rise in gold prices and higher marketing expenditure undertaken by players in order to improve product awareness and build brand identity. NBFCs and banks approach the gold loan market differently, which is reflected in their interest rates, ticket sizes and loan tenures. NBFCs focus more single-mindedly on the gold loans business and have accordingly built their service offerings by investing significantly in manpower, systems, processes and branch expansion. This has helped them attract and serve more customers. Percentage share of organized players in Gold Loan market during the last 2 years is provided below: Source: Company Annual Reports, Credit Rating Reports, FSIAPL Within the Gold Loan NBFCs, Muthoot Finance Ltd., Manappuram Finance Ltd. and Muthoot Fincorp Ltd. are the largest players accounting for 70.5% of the gold loan portfolio as of FY24. Muthoot Finance Ltd. holds the highest share of 45.0% in the gold loan market among Gold Loan NBFCs in India as of FY24. Manappuram Finance Ltd. has witnessed a growth of 8.9% in Gold AUM from INR190.0bn in FY23 to INR207.0bn in FY24. Kosamattam Finance Ltd. had growth of 9.6% in Gold AUM from INR47.5bn in FY23 to INR52.0bn. Muthoot Finance Ltd. has witnessed growth of 17.8% in Gold AUM from INR619.0bn in FY23 to INR729.0bn in FY24. Muthoot Fincorp Ltd. has witnessed growth of 14.2% in Gold AUM from INR179.4bn in FY23 to INR204.8bn in FY24. Muthoottu Mini Financiers Ltd. had a growth of 5.6% in Gold AUM from INR30.5bn in FY23 to INR32.2bn in FY24. Muthoot Mercantile Ltd. has seen a substantial increase of 26.1% in 82its Gold AUM from INR4.9bn in FY23 to INR6.2bn in FY24. Muthoottu Mini Financiers Ltd. holds 2.0% share in the gold loan market among Gold Loan NBFCs in India as of FY24. KEY GROWTH DRIVERS FOR GOLD LOAN Gold financing companies form an integral part of the Indian financial system. It plays an important role in nation building and financial inclusion by complementing the banking sector in reaching out credit to the unbanked segments of society, especially to the MSMEs, which form the cradle of entrepreneurship and innovation. NBFCs’ ground-level understanding of their customers profile and their credit needs gives them an edge, as does their ability to innovate and customise products as per their clients’ needs. This makes them the perfect conduit for delivering credit to lower-income group people and MSMEs. Gold loan as a credit product is not a new phenomenon in the country; it is only in the recent past that Indians have started losing their inhibitions over pledging their family heirlooms to mainstream commercial lenders and leveraging multiple benefits, such as instant credit, flexible schemes, lower interest rates and minimal paperwork without the hassles of rigid credit appraisal. As banks and NBFCs offer gold loans at interest rates much lower than those of informal moneylenders; they have successfully targeted a new segment of customers who would have otherwise not taken a gold loan. The key growth drivers for gold loan are provided below: Lack of reach of banking to rural and lower-income groups In India, the reach of NBFCs in rural areas is comparatively higher than the banks. Due to which NBFCs have an advantage in terms of business revenue and larger base of customer over the banks. The traditional banking products are not accessible to rural and lower-income groups as those products are to relatively higher-income groups. Credit scores would undermine one’s effort to get normal loans during distress periods. This is the situation faced by a large portion of the Indian population engaged in farming and rural employment. Gold loans offer a viable solution in this situation since, gold loans are fully securitized, lenders have the option to recoup the full principle amount (in most cases) if the borrower defaults - hence, there is no need for extensive checks on borrower’s previous repayment records. The relative ease in obtaining a loan approval has boosted the popularity of gold loans. Rising consumerism in rural areas WGC estimates that about 65% of the Indian household gold belongs to rural communities, who are the biggest purchasers of gold loan. Unpredictability of the rain and harvest season means farmers become cash-strapped frequently. For them, unlocking value of their household gold is the easiest way to meet their financial obligations. Consumption growth in rural India had outpaced urban spending by the widest margin in last decade, encouraged by relatively good rainfall and an increase in government spending on infrastructure. However, the year 2019 witnessed a slowdown in the rural market due to factors such as liquidity crunch, drop in gross domestic product (GDP), floods in several parts, weakened household spending, high food inflation due to spike in milk and onion prices impacted consumer wallet in rural regions. The rural consumption was back on high single digit growth in FY20, helped by factors including government spending in infra projects and increased rural spending. Additionally, the expected rise in consumerism in rural areas will lead to increased gold loans being taken for non-income generating purposes. Changing attitudes towards Gold Loan 83Few decades back, the gold loan was a high-cost affair, interest charged were around 35-50% (local moneylenders) but now organized players in the market (banks and NBFCS) offer the loan at 7.5-20% per annum. In recent, gold loan is becoming a word of mouth whether it is Tier1, Tier2 or Tier 3 cities – people are turning more towards depositing gold with banks and NBFCs because it is one of the easiest ways to avail money. The overall process to avail gold loans has become more formal and transparent with an entry of organized financial players. Further, gold is a secured asset and there is no requirement of any additional collateral, but however, to avail home loans & personal loans, one need to show income certificates, bank statements & income tax returns. One good thing about gold loan is that it can be used for any purpose so more and more people are migrating towards this loan. It is not only the rural communities who are willing to put household jewelry in the market – acceptance towards using family gold for financial needs is increasing in the relatively untapped urban market. Using gold loans to meet household exigencies is gaining popularity in Indian cities and metros. Ease of availability of Gold Loan NBFCs offer very competitive gold loan schemes with a wide range of tenures, interest slabs and repayment options making it very attractive for the customer. Unlike the rigid products offered by traditional banks, gold loan products are designed in a way that specifically meets the situation of the target customer segments. Disbursements are made within a quick time period after loan approval with a turnaround time (TAT) of around 10 minutes. A good number of loans do not have fixed Equated Monthly Instalment (EMI) facility - only the interest needs to be paid on a monthly basis while the principle should be paid at the end of the tenure. The ability to choose product features (repayment scheme, tenure) has facilitated increased gold loan penetration. Untapped opportunities in the non-south regions Since ages, most of the gold loan companies have their maximum presence in the southern pockets of India. Western, northern and eastern region have minimal gold loan credit penetration, which reflects that gold loan companies can unlock this potential in the coming years. The gold loan market is expected to demonstrate high growth potential as banks are becoming more selective and stringent in credit disbursement. The emergence of the online and digital models in the gold loan space by NBFCs and new-age FinTech players that offer gold loans at the customers' doorstep have opened up an untapped market for gold loan companies. Lower default rates There is very low NPA in gold loans. A low default rate is the reason why many formal institutions have comfortably entered the gold loan space. Default rates typically are between 1-2% which is much lower than other traditional financial products offered by financial institutions. This makes gold loan attractive product for organised players. Development of online gold loan market Many new age fintech companies and traditional players have started to offer innovative products such as online gold loans (OGL) catering to the young and urban population. Primary beneficiaries of online gold loan facilities are digitally and financially literate customers who belong to the age group of 25 to 40 years. Gold loan companies have come up with various operating models like visiting customer’s residence, allowing customers to place their 84gold within the NBFC’s vault after which customers have the option to pledge this gold via online channels and receive funds directly to their bank accounts. The increasing adoption of smartphones and expanding internet connectivity in rural and semi urban area will enable NBFCs in the coming years to get most of their customers to transact in the online gold loan platform. Further, NBFCs have started targeting MSME segment for the OGL as they are not very comfortable visiting gold loan offices for their finance requirements. REGULATORY MEASURES IMPACTING THE GOLD LOAN MARKET IN INDIA NBFCs primarily engaged in lending against gold jewelry (such loans comprising 50% of more of their financial assets) shall maintain a minimum Tier 1 capital of 12% of aggregate risk weighted assets of on-balance sheet and of risk adjusted value of off-balance sheet items. The Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023 (Updated as on May 05, 2025) have issued guidelines with regard to the following: Verification of the ownership of gold: Where the gold jewelry pledged by a borrower at any one time or cumulatively on loan outstanding is more than 20 grams, NBFCs shall keep a record of the verification of the ownership of the jewelry. The ownership verification need not necessarily be through original receipts for the jewelry pledged but a suitable document shall be prepared to explain how the ownership of the jewelry has been determined, particularly in each and every case where the gold jewelry pledged by a borrower at any one time or cumulatively on loan outstanding is more than 20 grams. Also, NBFCs shall have an explicit policy in this regard as approved by the Board in their overall loan policy. Safety and security measures to be followed by NBFCs lending against collateral of gold jewellery: NBFCs, which are in the business of lending against collateral of gold jewelry, shall ensure that necessary infrastructure and facilities are put in place, including safe deposit vault and appropriate security measures for operating the vault, in each of its branches where gold jewelry is accepted as collateral. This is required to safeguard the gold jewelry accepted as collateral and to ensure convenience of borrowers. No new branch/es shall be opened without suitable arrangements for security and for storage of gold jewelry, including safe deposit vault. Standardization of value of gold in arriving at the Loan-to-Value ratio: The gold jewelry accepted as collateral by the NBFC shall be valued by taking into account the preceding 30 days’ average of the closing price of 22 carat gold as per the rate as quoted by the Bombay Bullion Association Ltd. (BBA) or the historical spot gold price data publicly disseminated by a commodity exchange regulated by the Forward Markets Commission. If the purity of the gold is less than 22 carats, the NBFC shall convert the collateral into 22 carat and state the exact grams of the collateral. In other words, jewelry of lower purity of gold shall be valued proportionately. NBFC, while accepting gold as collateral, shall give a certificate to the borrower on their letterhead, of having assayed the gold and state the purity (in terms of carats) and the weight of the gold pledged. NBFCs may have suitable caveats to protect themselves against disputes during redemption, but the certified purity shall be applied both for determining the maximum permissible loan and the reserve price for auction. Prior approval of RBI for opening branches in excess of 1,000: It is mandatory for NBFC to obtain prior approval of the RBI to open branches exceeding 1,000. However, NBFCs which already have more than 1,000 branches may approach the bank for prior approval for any further branch expansion. Besides, no new branches will be allowed to be opened without the facilities for storage of gold jewelry and minimum-security facilities for the pledged gold jewelry. 85Auction process and procedures: The following additional stipulations are made with respect to auctioning of pledged gold jewelry: • The auction should be conducted in the same town or taluka in which the branch that has extended the loan is located. NBFCs can however pool gold jewelry from different branches in a district and auction it at any location within the district, subject to meeting the following conditions: The first auction has failed. The NBFC shall ensure that all other requirements of the extant directions regarding auction (prior notice, reserve price, arms-length relationship, disclosures, etc.) are met. Non-adherence to the above conditions will attract strict enforcement action. • While auctioning the gold the NBFC must declare a reserve price for the pledged ornaments. The reserve price for the pledged ornaments shall not be less than 85% of the previous 30-day average closing price of 22 carat gold as declared by the Bombay Bullion Association Ltd. (BBA), or the historical spot gold price data publicly disseminated by a commodity exchange regulated by the Forward Markets Commission and value of the jewelry of lower purity in terms of carats shall be proportionately reduced. • It will be mandatory on the part of the NBFCs to provide full details of the value fetched in the auction and the outstanding dues adjusted and any amount over and above the loan outstanding should be payable to the borrower. • NBFCs must disclose in their annual reports the details of the auctions conducted during the financial year including the number of loan accounts, outstanding amounts, value fetched and whether any of its sister concerns participated in the auction. Other instructions: • NBFCs financing against the collateral of gold must insist on a copy of the PAN Card of the borrower for all transaction above INR0.5mn • Documentation across all branches must be standardized. • NBFCs shall not issue misleading advertisements like claiming the availability of loans in a matter of 2-3 minutes. Guidelines proposed for gold loan companies on settling the outstanding debt in case of death of the borrower, communicating terms and conditions in local languages, process to refund surplus from the auction of gold: RBI had set up a six-member committee in May 2022, headed by former Deputy Governor Mr. BP Kanungo to examine and review customer services in regulated entities with an aim to protect the interests of customers. On June 05, 2023, Mr. BP Kanungo proposed a list of recommendations to improve customer service standards in regulated entities as follows: • The committee recommends that in case of the death of the borrower, a notice may be served to the nominee or legal heir to settle the outstanding and keep the same on record before auctioning the pledged gold. Accountability may be fixed for non-adherence to the due notification process prior to the auction of gold. For facilitating this, the gold loan companies may be required to register nominees while extending loans. • The committee highlights circumstances leading to the auction of gold, and the requirement of a notice period should mandatorily be a part of gold loan companies’ fair practices code and the loan agreement. Regulated entities shall record the acknowledgement receipt of the notice before scheduling an auction of gold. • A large volume of gold loan accounts belongs to middle and low-income households and rural population. Hence, the committee recommends that the lender should communicate the terms and conditions to the borrowers in local and regional languages. Recording of oral communication, if any, must be preserved. 86• The committee suggests that the loan agreement should incorporate the time limit (maximum one month) within which the surplus, if any, from the auction of gold would be refunded to the customers, failing which the company should be required to pay interest, as may be stipulated by the RBI. Surplus from the auction of gold must be credited to the account of the borrower. Details of other key guidelines impacting the gold loan market in India are provided below: Loan to Value Ratio (LTV) PLTV ratio describes the size of a loan which is taken out compared to the value of the asset securing the loan. Lenders and others use LTVs to determine how risky a loan is. A higher LTV ratio suggests more risk because the assets behind the loan are less likely to pay off the loan as the LTV ratio increases. The LTV ratio has been capped at 75% for traditional banks and NBFCs. RBI regulations state that - gold jewellery accepted as security/collateral will have to be valued at the average of the closing price of 22 carat gold for the preceding 30 days as quoted by the India Bullion and Jewellers Association Ltd. If the gold is of purity less than 22 carats, the collateral should be translated into 22 carat value and exact grams need to be valued. Loan against bullion, units of Exchange-Traded Fund (ETF) and units of gold mutual funds is not permitted. This standardisation and increased transparency of LTV calculations across the organised sector has meant healthy businesses for NBFCs. RBI directions on lending against security of single product-gold jewellery As per RBI directions all applicable NBFCs should follow the below mentioned directives: i. NBFCs shall maintain a Loan-to-Value (LTV) Ratio not exceeding 75% for loans granted against the collateral of gold jewellery; provided that the value of gold jewellery for the purpose of determining the maximum permissible loan, amount shall be the intrinsic value of the gold content therein and no other cost elements shall be added thereto. ii. NBFCs shall disclose in their balance sheet the percentage of such loans to their total assets. iii. NBFCs shall not grant any advance against bullion / primary gold and gold coins. NBFCs shall not grant any advance for purchase of gold in any form including primary gold, gold bullion, gold jewellery, gold coins, units of Exchange Traded Funds (ETF) and units of gold mutual fund. Revised regulations issued by RBI The RBI has unveiled a comprehensive revision of regulations for loans against gold and silver. Released on June 6, the new framework introduces borrower-friendly changes while imposing stricter conduct guidelines for lenders. These updated regulations are applicable to all commercial banks, NBFCs, co-operative banks, and housing finance companies. The RBI has implemented the following eight key changes for borrowers seeking loans secured by gold and silver jewelry, ornaments, or coins: • Higher LTV for small loans: As per the updated regulations issued on June 6, 2025, the RBI has implemented varied loan-to-value (LTV) limits for consumption loans secured by gold. Borrowers can obtain loans up to INR2.5 lakh with an LTV of 85.0%, loans ranging from INR2.5 lakh to INR5 lakh at 80.0%, and loans exceeding INR5 lakh at 75.0%. For loans over INR2.5 lakh, lenders are required to conduct thorough credit assessments, including an evaluation of the borrower's repayment capacity. • No credit appraisal for loans below INR2.5 lakh: Lenders won’t require detailed income assessment or credit checks for gold loans below INR2.5 lakh. This move is aimed at easing access for low-income and rural borrowers. • 12-month cap on bullet repayment loans: Consumption loans with bullet repayment, where both interest and principal are paid at the end of the term, must now be settled within 12 months. • Limits on gold and silver pledged: Borrowers can pledge – 87Gold ornaments up to 1 kg Gold coins up to 50 grams Silver ornaments up to 10 kg Silver coins up to 500 grams These caps are per borrower and apply across all branches of a lender. • Faster return of gold after repayment: Lenders must return the pledged gold or silver on the same day of loan closure, or within 7 working days. If delayed, they must pay INR5,000 per day to the borrower as compensation. • Mandatory compensation for loss or damage: If the pledged gold or silver is lost or found damaged during audits or return, lenders must compensate borrowers in full. • Transparent auction process: In case of loan defaults - Lenders must give proper notice before auctioning gold. The reserve price must be at least 90% of market value (85% after two failed auctions). Surplus from auction must be returned to the borrower within 7 working days. • Clear communication in local language: Loan terms and valuation details must be shared in the borrower’s preferred or regional language. Illiterate borrowers must be informed in front of an independent witness. Know Your Customer (KYC) The RBI KYC directions are applicable to NBFCs, and RBI has advised all NBFCs to adopt the same with suitable modifications depending upon the activity undertaken by them and ensure that a proper policy framework of anti- money laundering measures is put in place. The KYC policies are required to have certain key elements, including, customer acceptance policy, customer identification procedures, monitoring of transactions and risk management, diligence of client accounts opened by professional intermediaries, customer due diligence and diligence of accounts of politically exposed persons, adherence to RBI KYC directions and the exercise of due diligence by persons authorised by the NBFC, including its brokers and agents. For verification purposes, a customer needs to submit the following: government issued identity proof (passport, PAN card, voter’s ID or driving license, along with passport size photographs), address proof (either electricity bill, ration card or telephone bill) and signature proof. The NBFCs are now allowed to make use of e-KYC which uses Aadhaar card validation. The move towards e- KYCs is meant to reduce risk of fraud and forgery as well as improve application processing speeds. Changes in classification of Non-Performing Asset (NPA) The RBI Master Directions require that every non-deposit taking NBFC shall, after taking into account the degree of well-defined credit weaknesses and extent of dependence on collateral security for realisation, classify its lease/hire purchase assets, loans and advances and any other forms of credit into the following classes: • Standard Assets. • Sub-Standard Assets. • Doubtful Assets; and • Loss Assets Further, the class of assets referred to above shall not be upgraded merely as a result of rescheduling, unless it satisfies the conditions required for an upgrade. A NBFCs-ND is required to make provisions against sub-standard assets, doubtful assets and loss assets in accordance with the Master Directions. In terms of the Master Directions, NBFCs-ND has to make the following provisions on their loan portfolio. 88The time frame for classification of NPAs for NBFCs has been brought on par with banks. RBI mandated from FY18; a loan is termed as a NPA if interest is not paid for 90 days (3 months). In 2016, the time period was 5 months, while it was 4 months in 2017. However, it should not be a cause for concern, since default is not an issue for a gold finance company, as the loan is fully secured. In case of non-payment, the gold finance company could simply auction off the gold underlying to recover the interest and principal. Impact of GST on purchase of gold jewelery Earlier excise duty and VAT of 1% each were attracted to gold jewellery initially. Once GST was implemented, all the other taxes were eliminated, and only a GST of 3% was brought into effect. Whenever a customer purchases gold jewellery, they have to bear a flat rate of 3% GST. Additionally, he also has to pay GST at 5% on the making charges. It is important to note that the import, purchase, and making charges of gold have different GST rates individually. However, there is no GST attracted if you sell old gold jewellery and purchase new jewellery in a single transaction. Gold Monetisation Scheme (GMS) The government in the late 1990s also tried to monetize the idle gold hold by Indian households by bringing it into use for the industry and to reduce dependency on imports. Gold Deposit Scheme (GDS) was introduced in September 1999 to allow individuals to deposit gold at banks and receive interest in return. Further, the scheme was also exempt from capital gains, wealth and income tax. However, the minimum deposit of 500 grams was a huge deterrent for many individuals and households to avail this scheme. Between 1999 and 2015, only 15% of gold was mobilized reflecting the inefficiency of GDS structure. GDS was reintroduced in the Union Budget 2015 by Finance Minister Mr. Arun Jaitley in a new avatar - ‘Gold Monetisation Scheme’ with the minimum deposit size being reduced to 30 grams. This scheme offers an annual tax-free interest starting from 0.6% (Short-term: up to 3 years) to 2.5% (Long-term: up to 15 years). The objective of GMS is to mobilize gold held by households and institutions of the country and facilitate its use for productive purposes, and in the long run, to reduce country’s reliance on the import of gold. All Scheduled Commercial Banks excluding Regional Rural Banks are eligible to implement the scheme. It includes Revamped 89 A S S D L S A S S D L S P r o v is io n in g P o lic s s e t C la s s if ic a t io n t a n d a r d A s s e t u b - s t a n d a r d A s s e t s o u b t f u l A s s e t s o s s A s s e t s o u r c e : R B I C ir c u la r P r o v is io n in g P o lic y f s s e t C la s s if ic a t io n t a n d a r d A s s e t u b - s t a n d a r d A s s e t s o u b t f u l A s s e t s o s s A s s e t s o u r c e : R B I C ir c u la r y o f o r N r S o n y s - S t e m y s t ic a lly Im p o r t a n t N o n P r o v is io n in g P o lic y 0 .4 0 % o f o u t s t a n d in g 1 0 % o f o u t s t a n d in g 1 0 0 % o f u n s e c u r e d p s e c u r e d p o r t io n 1 0 0 % p r o v id e d if n o t e m ic a lly Im p o r t a n t N P r o v is io n in g P o lic y 0 .2 5 % o f o u t s t a n d in g 1 0 % o f o u t s t a n d in g 1 0 0 % o f u n s e c u r e d p s e c u r e d p o r t io n 1 0 0 % p r o v id e d if n o t - o w o o w D e p o r t io n r it t e n - D e r t io n r it t e s + n p + n it t a k 2 0 % o f f o s it t 2 0 % o f f in - a - g N 5 0 k in 5 0 % g % B F o N o C f B f F CGold Deposit Scheme (R-GDS) and Revamped Gold Metal Loan Scheme (R-GML). The minimum deposit at any one time is 30 grams of raw gold (bars, coins, jewelry excluding stones and other metals). There is no maximum limit for deposit under the scheme. Also, the interest earned on the gold deposit will be exempted from not only income tax but also capital gains tax. RBI ordered urgent reforms after finding major lapses by gold loan players On September 30, 2024, RBI expressed concerns over irregular practices by banks and NBFCs (supervised entities) and asked them to comprehensively review their policies, processes and practices on gold loans to identify gaps and initiate appropriate remedial measures. The major deficiencies include shortcomings in use of third parties for sourcing and appraisal of loans; valuation of gold without the presence of the customer; inadequate due diligence and lack of end use monitoring of the loans; lack of transparency during auction of gold ornaments and jewellery on default by customers; weaknesses in monitoring of LTV; and incorrect application of risk-weights etc. All players were advised to comprehensively review their policies, processes and practices on gold loans to identify gaps and initiate appropriate remedial measures in a timebound manner. The RBI has underscored that players must ensure stronger controls over outsourced activities, including those involving third-party fintech firms, which have sometimes been left in charge of crucial tasks like loan appraisal, gold custody and KYC compliance. KEY RISKS IN GOLD LOANS FINANCING Few of the risks involved in gold loan financing is as follows: Price risk: Gold being a globally traded precious commodity, its price fluctuates daily depending on domestic and international factors. When gold price increases, it is beneficial to lenders as well as borrowers whereas when it falls drastically on a continuous basis, the current LTV ratio increases. This increases the possibility of delinquencies and the internally set mark to market (MTM) or LTV trigger may breach. As a policy, the financier in this case would ask for the part prepayment or additional collateral to avoid jewellery from auctioning. But in an extreme scenario when most of the customers fail to comply with either of the options combined with an unfavourable economic environment, a large chunk of jewellery may get auctioned for a value lower than market prices pre-auction, resulting in a lower recovery. Credit risk: Unlike other retail loans, where an independent credit team does assessment of a borrower, gold loans involve limited borrower credit check (by major non-banking finance companies), given that lending is purely collateral based. Given the limited role of credit risk assessment in gold loans’ disbursement, the presence of robust internal processes for collateral assessment becomes crucial. Valuation risk: The LTV ratio at the time of sanction depends on the valuation conducted by the valuation officer to arrive at an intrinsic value/net weight of gold content in jewellery based on its purity, weight and excluding non-gold content. Often, one to two months of training is provided to staff before they are enrolled to the branches. Staff follows an internal policy of valuation which generally includes acid test and sound test, and disregarding stones and non-gold content to arrive at the net weight of jewellery. Lack of a standardised valuation procedure across branches of the originator will involve judgement of the valuer, which may result in mispricing the asset which can lead to an under collateralised loan. Moreover, to curb the risk of spurious gold being pledged, strong valuation system/process should be in place. Auction risk: Auction is typically conducted either on loan crossing 90 days past due (D-P-D) or when MTM breaches an internally defined threshold. Once it is established that an auction needs to be conducted, there are operational challenges of moving jewellery to a designated auction centre, risk of losing it in transit and finding buyers when quantity/weight is high. 90Safety and insurance risk: In any secured loan, the substance of collateral is high from recovery perspective. Safety and protection of collateral becomes more crucial when servicer has custody of it. When security systems of storage and surveillance of gold have weak controls, the collateral is prone to the risk of burglary and fraud which can lead to unwanted losses. Also, financiers store high-value gold in vaults at their branches and make disbursements up to certain value in cash with high daily cash turnover. It is crucial to adequately and effectively cover the risk of losing collateral and cash through insurance. Delinquency: Gold loan is considered as an emergency source of funding typically disbursed in a quick time. Although the product is fully secured, historically it has been noticed that there can be chances of delinquencies in the softer buckets because of the nature, purpose and tenor of loans. Income levels of the underlying borrowers during the tenor of loan and gold price volatility determine delinquency levels in the deeper buckets. Seasoning risk: Gold loans being a short tenure product where the weighted average life is often less than 12 months, the average seasoning at the time of securitisation may be three to four months and of only interest payment (principal repayment being bullet in nature). Hence, loan’s performance history is limited. Although the short-tenure gold loan has the advantage over a correction in gold prices, it does not give a larger picture on pre- securitisation credit behaviour. OUTLOOK OF THE GOLD LOAN MARKET IN INDIA Outlook of the gold loan market in India India is one of the largest markets for gold and in our Indian culture gold is considered as auspicious, particularly in Hindu and Jain cultures and gold is worn for important ceremonies and occasions. Gifting gold is a deeply ingrained part of marriage rituals in Indian society where weddings generate approximately about 50% of annual gold demand. Rural residents and low-income groups are the major customers of gold loans, as gold is usually the only asset they possess. Gold loan has emerged as one of the most reliable credit sources for these categories of customers. Further the gold loan market is still underpenetrated, considering the abundant availability of gold as collateral with Indian private households. This could play a vital role in the expansion of gold loan market. FSIAPL has estimated that the gold loan market size of organised players will grow to INR15,713.9 bn by FY28P. Demand for gold loans, both through banks and NBFC, has grown in response to the economic impact of the COVID-19 pandemic. The need for quick credit among small businesses will further spur gold loans' growth post the pandemic. With the credit demand expected to rise, the organised gold loan industry is expected to grow over the next few years at a CAGR of 18-20% from INR7,706.5bn in FY24 to INR15,713.5bn in FY28P which would be driven by gold loan NBFCs moving into non-southern Indian territories, improving penetration, improving product awareness and building brand identity. Diversification into other regional geographies and untapped markets would be the key for industry AUM to grow. Gold loan industry AUM projection from FY24 to FY28P is provided below: 91Since the COVID-19 outbreak of the pandemic, gold loans have become an easy way of accessing capital and both banks and NBFCs have reported higher disbursements and increasing revenue numbers from their gold loans portfolio. Industry report suggests that MSME companies are turning to gold to raise funds, rebuild their business and manage working capital requirements. Gold loan processing is perceived to be faster and more convenient, compared to personal loans. Organized players are adopting marketing initiatives to raise awareness against heavy interest rates charged by the unorganized players (which are in the range of 25-50%) especially in rural parts. Also, player’s ability to leverage technology and improve their online gold disbursements could turn out to be a game changer. Based on these growth drivers, we expect gold loan NBFCs’ AUM to grow at 16-17% CAGR, from INR1,618.4bn in FY24 to INR2,980.8bn in FY28P. Indian NBFC’s gold loan AUM projection for the coming 4 years is provided below: The overall organized NBFC’s gold loan penetration level is around 25-30%, which confirms that there is headroom for growth in this market. So, financial institutions with the right focus, operational capabilities, availability of funds, refreshing products and modern technology can capture a large market share. Various factors affect the gold demand in India. The relationship between these factors is provided below: Long Term Factors Short Term Factors Rising Income Gold Price Movement Inflation Excess Rainfall It is anticipated that for a 1% For a 1% increase in gold For a 1% increase in For a 1% increase in increase in income, the price, demand will inflation, demand monsoon rainfall, gold demand for gold will rise by 1% decrease by 0.5% rises by 2.6% demand rises by 0.5% Source: World Gold Council 92The arrival of new online gold loan products and digital models by various NBFCs and fintech players are expected to tap the gold loan market. These products offer gold loans at the client’s doorstep and complete the process without much hassle. More and more tech driven consumers are opting for these loans as these products have lower interest rates vis-à-vis its competing brick and motor NBFCs. Gold as a hedge against inflation, fluctuation in interest rates and rupee devaluation The Indian rupee was at INR85.7 per US dollar as on June 26, 2025. Foreign Portfolio Investment outflows and the renewed Greenback demand weigh on the local currency. The recovery in crude oil prices might also contribute to the Indian Rupee’s downside as India is the world's third-largest oil consumer. Any significant depreciation of the Indian Rupee might be limited amid the likely intervention by the Reserve Bank of India. Higher inflation leads to increase in expenses and lesser savings thereby affecting personal finances. Higher inflation over a period can cause higher interest rates, thereby making loans expensive. A weak rupee against dollar affects any investment done abroad, foreign education and foreign travel. The inflationary pressures have led to interest rate hike by RBI which has already raised interest rates several times last year. A higher interest rate will lead to higher EMIs. For the investor of debt funds, rise in interest rates would bring down the bond prices and hence has a negative impact on the debt funds ‘net asset values. As explained above, the rising exchange rates and the resulting inflationary pressures will have an impact on the value of the assets of the retail investors and hence it is imperative for the retail investors to invest in class of assets which are a good inflation hedge. Among all the class of assets, gold is considered as a best hedge against inflation and seen as an ideal asset for portfolio diversification. The demand for gold rises whenever there is political chaos and gold is considered as safe haven. The gold is high on safe haven demand due to fears of a global trade war after US President Donald Trump announced new tariff plans. Trump announced plans to impose an additional 25% tariff on all steel and aluminum imports. He also said he will announce reciprocal tariffs, matching rates imposed by other countries and applying them immediately. Gold is considered a safe investment during economic and geopolitical turmoil. The RBI added 72.6 tonnes to its stock of gold in 2024, quadrupling the incremental additions from a year ago, as it ranked just behind the Polish and Turkish central banks in net buying bullion through the year that witnessed massive currency volatility after Trump’s election in November. The RBI’s latest stock of gold amounted to 876.2 tonnes as of December 31, 2024, valued at USD66.2 billion, up from 803.58 tonnes valued at USD48.3 billion in the same period a year ago, implying a purchase of 72.6 tonnes in the calendar year. Incremental additions totaled 18 tonnes in 2023. The 2024 gold purchase is the highest since 2021 and the second highest in any calendar year since it started buying gold in 2017. The central bank has been aggressively buying gold because gold purchases help the central bank protect itself against currency volatility and the consequent revaluation of reserves. The RBI has been actively accumulating gold as part of its reserves management strategy since December 2017. But it has become more aggressive post COVID and is one of the major buyers of gold among global central banks. The central bank’s stated objective of holding gold in reserves is mainly to diversify its foreign currency assets base, as a hedge against inflation and foreign currency risks. Central banks globally have actively started accumulating gold more aggressively after the Russia- Ukraine war started in February of 2022. The RBI too has followed the trend of central banks globally. KEY CHALLENGES FACED BY THE GOLD LOAN INDUSTRY 93Volatility in gold prices Volatility in the gold prices has impact on the performance of the gold loan market. Though gold prices are increasing, it is expected to decrease over the long term. As per the Pink Sheet of World Bank Commodities Price Data published on June 3, 2025, average price of gold was at USD2,388.0 per toz in CY24. The monthly average price of gold was at USD3,309.0 per toz in May. As per the World Bank Commodity Markets Outlook of April 2025, the global prices of gold are expected to increase from USD2,388.0 per toz in CY24 to USD3,200.0 per toz in CY26P. With increase in LTV, the asset portfolio of gold finance companies become more vulnerable if gold price crash suddenly. This is because the safety margin reduces with higher LTV. Banks would be exposed to greater risk due to higher LTV. Regulatory pressure At present, every NBFCs-ND-SI is required to make a provision for standard assets at 0.4% of the outstanding. In March 2017, RBI stated that NBFCs cannot disburse more than INR20,000/- in cash against the gold loans. This RBI move is being part of its go digital drive post demonetization. RBI had increased the maximum limit for LTV for gold loans for scheduled commercial banks to 90% (earlier it was 75%) till March 2021 but it was brought back to 75% post March 31, 2021. The LTV is still 75% for NBFCs. The objective behind increasing the LTV would be to provide some lending room for the lenders. The higher LTV ratio suggests more credit risk for the lenders as the collateral available in the form of gold ornaments or jewelry may not be sufficient to fully cover both principal and interest components on these loans. Higher LTV could adversely impact the recoverability and asset quality of lenders in the case of a weakening in the borrower’s credit risk profile and/or sharp decline in gold prices. Security threats and risks of theft One of the principal risks in the operations of gold loan NBFCs are robbery and employee theft or fraud which needs to be safeguarded. To safeguard against theft or loss of collateralized gold NBFCs install safe vaults, in- house or outsourced storage model, electronic surveillance, internal and external audits and insurance. Lack of financial literacy among rural customers The customer segment living in remote areas is financially illiterate and till date they are under the impression that they are not eligible for any loans from the organized (banks, NBFCs, financial institutions) sector and they 94approach local moneylenders. This financial illiteracy among rural people is a factor that hampers the growth of market to a great extent. Young Indians attraction to alternative jewelry India is the largest consumer of gold in the world. From last few years the young population of India is more inclined towards high-end designer and gem-set jewellery with a preference to platinum and diamonds. This indicates buying patterns are shifting and the demand for plain gold jewellery is declining especially in the urban areas. As per industry reports, India is the world’s fourth largest platinum market and customers have the assurance of buy-back similar to gold ornaments. In recent times, diamonds are also gaining equal popularity to gold as an investment option. Further, the Indian Commodity Exchange is offering a Systematic Investment Plan to acquire precious stones for retail buyers. Since, the last seven years, gold and platinum have appreciated by a similar extent. All these are indicators of slightly diminishing popularity of gold amongst the urban youth in urban markets. Change in savings pattern The youth are turning towards alternative options such as equity markets/mutual funds for wealth creation as against traditional method of buying gold. Also, the percentage of discretionary spending is also rising day by day. These alternate investment options are gaining more traction. Data security Protection of data is the most importance given to the rise of cyberattacks through malware and phishing targeted at the confidential client information. All the financial institutions need to make sure that sufficient attention is given to such challenges and a strong network and data infrastructure is in place which would be capable of preventing such attacks. According to industry sources, cyber-crime is the third most reported fraud across the financial sector. The RBI directed that all NBFCs were required to have a board-approved information security policy with the following basic tenets: • Confidentiality: Ensuring access to sensitive data to authorized users only. • Integrity: Ensuring accuracy and reliability of information by ensuring that there is no modification without authorization. • Availability: Ensuring that uninterrupted data is available to users when it is needed. • Authenticity: For information security it is necessary to ensure that the data, transactions, communications or documents (electronic or physical) are genuine. 95OUR BUSINESS Unless otherwise indicated or unless the context otherwise requires or in respect of certain operation data, the financial information for the Fiscal 2025 Fiscal 2024 and 2023 included herein is derived from the Audited Financial Statements, included in this Prospectus. You should read the following discussion in conjunction with our Audited Financial Statements. We publish our financial statements in Indian Rupees. Our Financial Year commences on April 1 and ends on March 31 of the subsequent year, and references to a particular Financial Year are for the 12 months ended March 31 of that year. Some of the information contained in the following discussion, including information with respect to our strengths and strategies, contain forward-looking statements that involve risks, assumptions, estimates and uncertainties. This section should be read in conjunction with “Forward-Looking Statements” on page 14 for a discussion of the risks and uncertainties related to such statements, “Risk Factors” on page 16 for a discussion of certain factors that may affect our business, financial condition or results of operations and also “Industry Overview” and “Financial Information” on pages 62 and 135 respectively. Our actual results may differ materially from those expressed in or implied by these forward-looking statements. In this section, unless the context otherwise requires, references to “we”, “us”, “our”, “the Company” or “our Company” refer to Muthoot Mercantile Limited. The industry-related information contained in this section is derived from the Fitch Report, which has been exclusively commissioned and paid for by our Company only for the purposes of confirming our understanding of the industry in connection with the Issue. Overview We are a non-deposit taking non-banking financial company- base layer (NBFC – Base Layer) registered with the RBI bearing registration no. N-16-00178 dated December 12, 2002 under section 45-IA of the RBI Act primarily engaged in the gold loan sector lending money against the pledge of household and/or used gold jewellery (“Gold Loan”) primarily to retail customers who require immediate availability of funds, but who do not have access to formal credit on an immediate basis and are also engaged in providing unsecured loans (“Pronote Loan”) to individual customers for their personal needs. As of June 30, 2025, we disbursed Gold Loan and Pronote Loan to our customers from a network of 307 branches of our Company in 11 states and 1 union territory of India namely Tamil Nadu, Kerala, Delhi, Haryana, Maharashtra, Madhya Pradesh, Odisha, Punjab, Uttar Pradesh, West Bengal and Rajasthan. As of June 30, 2025, we employed 1,108 persons in our operations. Our branches function as the key point of contact for loan origination, disbursement, and collection processes as well as facilitating customer interaction. We are headquartered in the south Indian state of Kerala. Our Company commenced operations from Thiruvananthapuram, Kerala and have decades of established history in the money lending business, mainly in small-scale money lending against household and/or used gold jewellery. Our operating history has evolved over a period of 84 years since late M. Ninan Muthoot (the father of our Promoter, Mathew Mathaininan) founded a gold loan business in 1939 under the heritage of a trading business which was originally established in the year 1925. Since our formation, we have broadened the scale and geographic scope of our gold loan operations. For Fiscal year ended March 31, 2025, Fiscal 2024 and 2023 our interest income from our Gold Loan business constituted 95.86 %, 95.25%, 96.58% respectively of our total income. Historically, we have also provided other related services, including asset finance, money transfer and foreign exchange, sales of gold coins and business and personal lending. Our Company was incorporated as a Public Limited Company in the year 1997 and was registered as a NBFC by the Reserve Bank of India in the year 2002. We are also having arrangements with various agencies and brokers for Money Transfer and Insurance Business. Our Gold Loan portfolio as of March 31, 2025 comprised approximately 1.60 lakh customers aggregating a principal amount of ₹ 84,755.76 lakhs in Gold Loan, which accounted for 99.51% of our total loans. Our Gold Loan portfolio as of Fiscal 2025, Fiscal 2024 and Fiscal 2023, had outstanding principal amounting to 84,755.76, ₹ 64,659.27 lakhs, ₹49,469.77 lakhs, respectively and has grown at a CAGR of 30.89% from Fiscal 2023 to Fiscal 2025. We have developed various Gold Loan schemes, which offer variable terms in relation to the amount advanced per gram of gold, the interest rate and the quantum of the loan, to meet different needs of various customers. Our Gold Loan customers are largely individuals from rural, semi-urban areas and metro cities, including, Mumbai 96and Delhi, who typically require funds for social obligations, emergencies, agriculture-related activities, small scale business operations or consumption purposes. We believe that our focus on non-organized sections of society and our faster turn-around time are among the factors which distinguish us from banks. Loan amounts advanced by us are generally in the range of ₹1,000 to ₹100.00 lakhs per loan transaction. All our Gold Loan had a maximum tenure of 12 months. Our Gold Loan portfolio yield for Fiscal 31, March 2025 (representing interest income on Gold Loan as a percentage of average outstanding at March 31, 2025), was 21.36% annualized. We also provide Pronote Loan which are unsecured loans to our existing customers for their personal needs including consumption needs. Our Pronote Loan portfolio as of March 31, 2025 had outstanding principal amount of ₹ 413.65 lakhs, which accounted for 0.49% of our total loans outstanding. The following table sets forth certain key financial measures for us as of/for the years/period indicated: (₹ in lakhs) Metric As of and for the financial year ended March 31, 2025 2024 2023 Gold Loan 84,755.76 64,659.27 49,469.77 Pronote Loan 413.65 1,654.74 1,269.02 Total AUM 85,169.41 66,314.01 50,738.79 Growth rate of AUM 28.43% 30.70% 49.88% (Annualized) Gross NPA 1,363.49 346.14 139.16 Gross NPA (%) 1.60% 0.52% 0.27% Net NPA 1,157.38 231.32 58.20 Net NPA (%) 1.36% 0.35% 0.11% Average Interest Margin 21.20% 21.83% 22.01% (Interest Income/ Avg. AUM) Capital Adequacy Ratio 25.36% 29.82% 37.93% (%) Net worth 18,585.45 15,786.92 13,556.33 Historically, we have raised capital by issuing secured non-convertible debentures on a private placement basis, subordinated debt, loans from banks and financial institutions. As of Fiscal 2025, Fiscal 2024 and 2023 our total outstanding debt was ₹ 73,669.19 lakhs, ₹ 57,202.36 lakhs, ₹ 54,430.40 lakhs respectively and our finance cost was ₹ 7,297.38 lakhs, ₹ 5,374.45 lakhs and ₹ 5,262.98 lakhs respectively. Key Operational and Financial Parameter based on the Audited Financial Statements A summary of our key operational and financial parameters for the last three completed financial years of the Company on a standalone basis are as under: A. Based on the Audited Financial Results- Details for key operational and financial parameters for the Fiscal year March 31, 2025 (In ₹ lakhs) BALANCE SHEET March 31, 2025 Assets Property, Plant and Equipment 967.84 Financial Assets 93,314.34 Non-financial Assets excluding property, plant and equipment 4,797.82 Total Assets 99,080.00 Liabilities 97Financial Liabilities -Derivative financial instruments 54.35 -Trade Payables 173.28 -Debt Securities 31,977.09 -Borrowings (other than Debt Securities) 21,062.61 -Subordinated liabilities 20,629.49 -Other financial liabilities 5,431.92 Non-Financial Liabilities - -Current tax liabilities (net) 180.25 -Provisions 191.74 -Deferred tax liabilities (net) - -Other non-financial liabilities 150.04 Equity (Equity Share Capital and Other Equity) 19,229.13 Total Liabilities and Equity 99,080.00 PROFIT AND LOSS Revenue from operations 16,407.03 Other Income 235.59 Total Income 16,642.62 Total Expense (including tax expense) 13,833.69 Profit after tax for the year 2,808.93 Other Comprehensive income (45.98) Total Comprehensive Income 2,762.95 Earnings per equity share (Basic) 7.71 Earnings per equity share (Diluted) 7.71 Cash Flow Net cash from / used in (-) operating activities (15,092.75) Net cash from / used in (-) investing activities (479.18) Net cash from / used in (-) financing activities 15,427.07 Net increase/decrease (-) in cash and cash equivalents 144.86 Cash and cash equivalents as per Cash Flow Statement as at end of 925.47 year/period Additional Information Net worth 18,585.45 Cash and cash equivalents 925.47 Loans 89,050.04 Loans (Principal Amount) 89,673.47 Total Debts to Total Assets 0.74 Interest Income 16,307.19 Interest Expense 7,297.38 Impairment on Financial Instruments 447.98 Bad Debts to Loans N.A. % Stage 3 Loans on Loans (Principal Amount) 1.52% % Net Stage 3 Loans on Loans (Principal Amount) 1.29% Tier I Capital Adequacy Ratio (%) 19.04% 98Tier II Capital Adequacy Ratio (%) 6.32% N.A. – Not available B. Based on the Audited Ind AS Financial Statements for the year ended March 31,2024 (₹ in lakhs) Particulars Fiscal 2024 BALANCE SHEET Assets 642.01 Property, Plant and Equipment 73,918.03 Financial Assets 4,645.38 Non-financial Assets excluding property, plant and equipment 79,205.42 Total Assets Liabilities Financial Liabilities -Derivative financial instruments - 168.28 -Trade Payables 14,626.37 -Debt Securities 19,275.99 -Borrowings (other than Debt Securities) 23,300.00 -Subordinated liabilities 4,983.92 -Other financial liabilities Non-Financial Liabilities 175.02 -Current tax liabilities (net) 117.92 -Provisions 99-Deferred tax liabilities (net) - 91.74 -Other non-financial liabilities 16,466.18 Equity (Equity Share Capital and Other Equity) 79,205.42 Total Liabilities and Equity PROFIT AND LOSS 13,119.01 Revenue from operations 58.90 Other Income 13,177.91 Total Income 10,750.07 Total Expense (including tax expenses) 2,427.84 Profit after tax for the year 11.77 Other Comprehensive income 2,439.61 Total Comprehensive Income 7.95 Earnings per equity share (Basic) 7.95 Earnings per equity share (Diluted) Cash Flow (13,990.43) Net cash from / used in (-) operating activities 100(301.25) Net cash from / used in (-) investing activities 10,808.45 Net cash from / used in (-) financing activities (3,483.23) Net increase/decrease (-) in cash and cash equivalents 1,070.33 Cash and cash equivalents as per Cash Flow Statement as at end of year/period Additional Information 15,786.92 Net worth 1,070.33 Cash and cash equivalents 70,101.81 Loans 70,277.26 Loans (Principal Amount) Total Debts to Total Assets 0.72 12,903.59 Interest Income 5,374.45 Interest Expense Impairment on Financial Instruments (ECL Provision) 102.38 Bad Debts to Loans N.A. 0.49% % Stage 3 Loans on Loans (Principal Amount) 0.35% % Net Stage 3 Loans on Loans (Principal Amount) Tier I Capital Adequacy Ratio (%) 20.87% Tier II Capital Adequacy Ratio (%) 8.95% C. Based on the special purpose audited financial statements of the Company under IGAAP (₹ in lakhs) Particulars Fiscal 2023 BALANCE SHEET Assets Property, Plant and Equipment 579.42 Financial Assets 59,210.68 Non-Financial Assets excluding property, plant and equipment 860.46 101Total Assets 60,650.56 Liabilities Financial Liabilities -Derivative financial instruments - -Trade Payables - -Debt Securities 5,173.97 -Borrowings (other than Debt Securities) 18,174.31 -Subordinated Liabilities 20,423.55 -Other Financial Liabilities 2,045.70 Non-Financial Liabilities -Current tax Liabilities(net) 677.28 -Provisions 320.83 -Deferred tax liabilities (net) - -Other non-financial liabilities 278.49 Equity (Equity Share Capital and Reserves and Surplus) 13,556.33 Total Liabilities and Equity 60,650.56 PROFIT AND LOSS Revenue from operations 9,430.97 Other Income 35.86 Total Income 9,466.83 Total Expense 7,647.81 Profit after tax for the year 1,819.02 102Other Comprehensive income NA Total Comprehensive Income NA Earnings per equity share (Basic) 6.18 Earnings per equity share (Diluted) 6.18 Cash Flow Net cash from / used in (-) operating activities (15,544.08) Net cash from / used in (-) investing activities 756.82 Net cash from / used in (-) financing activities 15,876.63 Net increase/decrease (-) in cash and cash equivalents 1,089.37 Cash and cash equivalents as per Cash Flow Statement as at end of year/period 4,553.66 Additional Information Net worth 13,556.33 Cash and cash equivalents 4,553.66 Loans 50,738.79 Loans (Principal Amount) 50,738.79 Total Debts to Total Assets 75.58% Interest Income 9,310.02 Interest Expense 3,271.94 Impairment on Financial Instruments NA Bad Debts to Loans - % Stage 3 Loans on Loans (Principal Amount) NA % Net Stage 3 Loans on Loans (Principal Amount) NA Tier I Capital Adequacy Ratio (%) 25.13% Tier II Capital Adequacy Ratio (%) 12.80% 103Note: 1) Items such as Other Comprehensive income, Total Comprehensive Income, Stage 3 loans were not to be disclosed as per the financial statements prepared under IGAAP so the items are disclosed as ‘NA (Not Applicable)’. 2) Stage 3 Loans were not disclosed in the Audited IGAAP Financial Statements for the financial year ended on March 31, 2023, as it was not required to be disclosed under IGAAP. The NPA position as on March 31, 2023 are as under: For the financial years ended Particulars March 31, 2023 Gross NPA (%) 0.27% Net NPA (%) 0.11% 3) Total Debts to Total assets (under Ind AS) = Debt securities + Borrowings (other than debt securities) + Subordinated liabilities/ Total Assets 4) Net worth (under Ind AS) = Total Equity (-) Prepaid Expenses (-) Deferred Tax Assets (-) Intangible Assets (- ) Impairment Reserve 6) Net worth (IGAAP)= Equity Share Capital + Reserves and Surplus Competitive Strengths We believe that the following are our key strengths: Strong brand name, track record in India with a long operating history We are headquartered in the south Indian state of Kerala. Our Company commenced operations from Thiruvananthapuram, Kerala and have decades of established history in the money lending business, mainly in small-scale money lending against household and/or used gold jewellery. Our operating history has evolved over a period of 84 years since late M. Ninan Muthoot (the father of our Promoter, Mathew Mathaininan) founded a gold loan business in 1939 under the heritage of a trading business which was originally established in the year 1925. Since our formation, we have broadened the scale and geographic scope of our gold loan operations. We have established an effective process for origination, monitoring and collecting receivables through our branches and believe that has helped created a strong brand image in the Gold Loan market by catering to the expectations of our Gold Loan customer. Promoted by the Muthoot family, we believe that our long operating history, track record, management expertise and Promoters support have established a strong brand name for us in the markets we serve. A strong brand name has contributed to our ability to earn the trust of individuals who entrust us with their gold jewellery and will be key in allowing us to further expand business operations across India. Our Gold Loan portfolio as of March 31, 2025, comprised approximately 1.60 lakhs customers aggregating a principal amount of ₹ 84,755.76 lakhs in Gold Loan, which accounted for 99.51 % of our total loans. We attribute our growth, in part, to our market penetration, particularly in areas less served by organized lending institutions and the efficient and streamlined procedural formalities which our customers need to complete in order to complete a loan transaction with us, which makes us a preferred mode of finance for our customers. We also attribute our growth to customer loyalty which in turn leads to repeat business. We believe that a large portion of our customer base returns to us when they are in need of funds. Flexible loan schemes, high quality customer service and short response time We believe the growth in our Gold Loan portfolio is partly due to the flexible gold loan schemes which offer variable terms in relation to the amount advanced per gram of gold, the interest rate and the quantum of the loan, to meet different needs of various customers. Depending on the needs of each customer, we are able to customize loans for our customers in terms of the loan amount, advance rate per gram of gold and interest rate. We also allow customers to prepay their loans availed from us without penalty. Further, we also provide shorter tenure loans which is up to 12 months (depending on the customer’s requirement) at the discretion of the Company, to facilitate lower interest burden on the customers. The LTV varies across the various Gold Loan schemes and is dependent on the specific scheme opted for by a customer. 104Our products and services are aligned to the lifestyle and needs of our customers. We adhere to a strict set of market survey and location guidelines at the time of selecting branch sites to ensure that our branches are set up close to our customers. We provide our customers with a transparent process and a clean, attractive and secure environment in which to transact their business, and we believe that our staff is professional, adequately trained and attentive at all our branch locations. Each of our branches is staffed with customer representatives who possess local knowledge and understanding of customers’ needs. In addition, we strive to complete our Gold Loan transactions within a short time frame, which we believe is an important component in our competitive edge over other lenders. We believe that we are able to process Gold Loan within a short time frame as a result of our efficient technology support, skilled workforce and clear policies on internal processes. Although the duration for disbursement may vary due to the loan size and the number of items pledged, we have the ability to disburse loans within short period from the time gold is tendered to the appraiser. Furthermore, since our Gold Loan are all collateralized by gold jewellery, there are minimal documentary and credit assessment requirements, which also shorten our turnaround time and increases the ease with which our customers can do business with us. We believe our high quality customer service and short response time are significant competitive strengths that differentiate our services and products from those provided by other lenders including commercial banks. Geographical reach of our branch network We have steadily expanded our branch network in the past, which we believe has provided us with an advantage over our competitors. The total number of branches of our Company grew from 242 branches in 10 states and 1 in union territories of India as at March 31, 2024 to 307 branches in 11 states and 1 in union territories as at June 30, 2025. Although we have historically had most of our branches in the states of Kerala, we have expanded our branch network to the other states and currently have 217 branches in states other than Kerala as on June 31, 2025. Our customers are typically retail customers, small business persons, vendors, traders, farmers and salaried individuals, who for reasons of convenience, accessibility or necessity, avail our credit facilities by pledging their gold with us rather than taking loans from banks and other financial institutions. A significant proportion of our branches are located in rural locations and in semi-urban locations. We believe that we have a wide reach in rural markets in this category. Our reach in rural and semi-urban locations gives us an added advantage of being able to reach a large set of potential rural customers. In order to manage our expanding operations as well as our increased customer base, we have developed a proprietary technology framework that provides an integrated, robust platform to run our operations and scale our branch network. We intend to continue to develop our technology framework in order to equip ourselves for further growth of our business. Experienced Management Team and Skilled Personnel Our Promoters and Key Managerial Personnel have extensive experience and in-depth industry knowledge in the gold loan business and we believe that their considerable knowledge of, and experience in, the industry enhances our ability to operate effectively. Our staff, including professionals, covers a variety of disciplines, including gold appraisal, internal audit, technology, accounting, marketing and sales. Mathew Mathaininan is a Mechanical Engineering graduate with a work experience of more than 60 years in the financial services and chitty business. Our Managing Director Richi Mathew is a Computer Engineering graduate, has a work experience of more than 20 years in the Financial Sector. We believe that the in-depth industry knowledge and loyalty of our management and professionals provide us with a distinct competitive advantage. Our management has experience in identifying market trends and suitable locations for expanding and setting up branches to suit our target customers. Our management further promotes a result-oriented culture that rewards our employees on the basis of merit. Our workforce also consists of appraisers who are skilled in the evaluation of the worth and authenticity of the gold that is pledged with us and we conduct periodic training programs to augment their knowledge and efficiency in performing this task. In order to strengthen our credit appraisal and risk management systems and to develop and implement our credit policies, we have hired a number of senior managers who have extensive experience in the Indian banking and financial services sector and in specialized finance firms providing loans to retail customers. Effective internal controls and risk management systems Risk management forms an integral part of our business as we are exposed to various risks relating to our business. We believe that we have effective internal controls and risk management systems that allow us to assess and monitor risks across our business lines. Our lending functions are supported by an in-house, custom developed 105information technology platform that allows us to, among other things, record relevant customer details, approve and disburse the loan, manage access to the strong rooms at all our branches from our head office. Our technology platform also handles internal audit, risk monitoring and management of the relevant loan and pledged gold related information. Our internal audit is carried out by a team of gold inspectors and internal auditors specially identified for the purpose based on a schedule fixed by the risk management team in our head office. Our Board has constituted various committees, including the Audit Committee, Asset Liability Management Committee and Risk Management Committee, to monitor and manage risks at various levels. For details of Committees, please refer to section titled ‘Our Management’ on page 119. We place emphasis on risk management measures to maintain an appropriate balance between risk and return and have taken steps to implement comprehensive policies and procedures to identify, measure, monitor and manage risks. New loan schemes under loan products are launched as approved in meeting of the management team consisting of heads of departments. Such meetings are held as required and approvals are granted taking into account the lending policy approved by the Board. We believe that we have effective procedures for evaluating and managing the market, credit and other relevant risks. Strategy Our business strategy is designed to capitalize on our competitive strengths and enhance our market position in the Gold Loan industry. Key elements of our strategy include: Further strengthen and grow our Gold Loan business Historically, Indians have been one of the largest consumers of gold due to the strong preference for gold jewellery among Indian households and its widespread use as a savings instrument. Further, the market for our loan products was traditionally confined to lower and middle income groups, who viewed Gold Loan as an option of the last resort in case of instant requirement of money. As per report issued by FSIAPL, factors such as lack of reach of banking to rural and lower-income groups, rising consumerism in rural areas, changing attitudes towards Gold Loan, ease of availability of Gold Loan, untapped opportunities in the non-south regions and lower default rates could lead to exponential growth in Gold Loan business at a CAGR of 12% till Fiscal 2027. We have undertaken and intend to continue undertaking sustained marketing efforts to diminish the stigma attached to pledging gold jewellery in India and further capture the untapped opportunity. We continue to work to position Gold Loan as a convenient or lifestyle product and expand our customer base to include upper-middle income and upper income groups. We continue to emphasize our Gold Loan products' key advantages of expediency and minimal documentation and alter the image of Gold Loan from an option of the last resort to an option of convenience. We believe that we have built a recognizable brand in the rural and semi-urban markets of India, largely in the southern states of Kerala and Tamil Nadu and are growing our presence in Maharashtra, Delhi, Haryana, Orrisa, Punjab and other parts of India. We intend to leverage on our well connected branch network to strengthen our position in existing markets and reach out to customers in newer markets. To further strengthen our brand equity, we have a planned and consistent marketing approach based on long term as well as short term marketing goals. Expand branch network and geographical reach We intend to continuously grow our loan portfolio by expanding our network through the addition of new branches. In order to optimize our expansion, we carefully assess potential markets by analyzing demographic, competitive and regulatory factors, site selection and availability, and growth potential. We have a long-standing presence in southern India and have expanded operations in other states than southern India. Our strategy for branch expansion includes further strengthening our market position in south Indian states by providing higher accessibility to customers as well as leveraging our expertise and presence in Kerala and Maharashtra. We also seek to enhance our presence in other regions of India, particularly in northern and western India, where we intend to open branches in most states. As a strategy, we will continue to leverage on the brand image and reputation of ‘Muthoot Ninan Group’ to further expand our business operations. We had 217 branches in Fiscal 2023 and have added 25 branches and 53 branches in Fiscal 2024 and Fiscal 2025, respectively. Subsequently, we have opened 12 branches as of June 30, 2025 and our Company had a total of 307 branches located across 12 states and union territories of India. Based on our branch expansion strategy, we expect to penetrate new markets and expand our customer base in rural and semi-urban markets where a large portion of the population has limited access to credit either because they do not meet the eligibility requirements of banks or financial institutions, or because credit is not available in a timely manner at reasonable rates of interest, or at all. We also intend to increase our efforts on increasing the number of customers in our existing branches, thereby increasing our loan portfolio while continuing to expand our branch network. 106Strengthen our operating processes and risk management systems Risk management forms an integral part of our business as we are exposed to various risks relating to the Gold Loan business. The objective of our risk management systems is to measure and monitor the various risks we are subject to and to implement policies and procedures to address such risks. We intend to continue to improve our operating processes and risk management systems that will further enhance our ability to manage the risks inherent to our business. For example, we have installed surveillance cameras in all our branches across India, centralised control on access to strong rooms. Furthermore, we intend to continue to train existing and new employees in appraisal skills, customer relations, communication skills and risk management procedures, update our employees with latest developments to mitigate risks against frauds, cheating and spurious gold and strengthen their gold assessment skills. Corporate Structure The following diagram sets out an overview of our group structure as of the date of this Prospectus: Our Business Operations Our Gold Loan Business Our core business is providing Gold Loan, which are typically small ticket loans secured by the pledge of household, and/or used gold jewellery. Loan amounts advanced by us are typically within the range of ₹ 1,000.00 to ₹ 100 lakhs per loan transaction and are typically for short tenor of up to 12 months. However, there is no maximum limit on the amount of Gold Loan to be advanced to any customer. As of Fiscal March 31, 2025, Fiscals 2024 and 2023, we had Gold Loan outstanding aggregating to ₹ 84,755.76 lakhs, ₹ 64,659.27 lakhs and ₹49,469.77 lakhs in principal amount. 107We are able to offer a variety of Gold Loan schemes to our customers to suit their individual needs. We have developed various Gold Loan schemes which offer variable terms in relation to the amount advanced per gram of gold, the interest rate and the quantum of the loan, to meet different needs of various customers. The schemes differ in relation to the amount advanced per evaluated gram of gold, the interest rate chargeable, the number of days the scheme is valid and the amount of the loan. The elements of a scheme do not remain constant and are dependent on external factors such as the market price of gold, our cost of funds, the advance and the rate of interest that is offered by our competitors. In the Fiscals 2023, 2024 and 2025 our gross Gold Loan portfolio yield representing net interest income on gross Gold loan as a percentage of gross average outstanding of Gold Loan were 22.10%, 22.00%, and 21.36% per annum respectively. In Fiscals 2023, 2024 and 2025 interest income from Gold Loan constituted 96.58%, 95.25 % and 95.86% respectively, of our total revenue. For Fiscal 2025, the average loan amount advanced by us was approximately ₹ 0.53 lakhs per loan transaction. Loan Disbursement Process The principal form of security that we accept is household, gold jewellery. The RBI Master Directions provide that NBFCs shall not grant any advance against primary gold, gold bullion, gold coins and bars, units of Exchange Traded Funds (ETF) and units of gold mutual fund. We restrict acceptance of jewellery from other money lenders. Our internal policies have been suitably modified to ensure the same. While these restrictions narrow the pool of assets that may be provided to us as security, we believe that it provides us with the following key advantages: • It filters out spurious jewellery that may be pledged by jewellers and goldsmiths. We find that household, used jewellery is less likely to be spurious or fake. • The emotional value attached by each household to the pledged jewellery acts as a strong incentive for timely repayment of loans and revoking the pledge. • As we only accept the pledge of household jewellery, the value of the pledged gold is typically only as much as the worth of gold that is owned by an average Indian household. This prevents our exposure to large-sized loans where the chances of default and subsequent losses are high. The amount that we finance against the pledged gold jewellery is typically based on a fixed rate per gram of gold content in the jewellery. We value the gold jewellery brought by customers based on our centralized policies and guidelines. We generally lend up to 75.00% of the value of jewellery (basis the category of gold loan scheme of the 22 carat gold price based on 30 days average price of 22 carat gold declared by India Bullion and Jewellers Association Limited, as per RBI guidelines). As per our internal Gold Loan manual, we do not accept household gold jewellery below 19 carats as security for Gold Loan. The actual loan amount varies according to the type of jewellery pledged. While jewellery can be appraised based on a variety of factors, such as total weight, weight of gold content, production cost, style, brand and value of any gemstones, we appraise the gold jewellery solely based on its gold content. Our Gold Loans are, therefore, generally well collateralized because the actual value of the gold jewellery is higher than our appraised value when the loan is disbursed. The amount we lend against an item and the total value of the pledged gold we hold fluctuates according to the market price of gold. An increase in the price of gold will not automatically result in an increase in the value of our Gold Loan portfolio unless the rate per gram is revised by our Registered Office. It only results in a favourable movement in the value of the security, pledged with us. Similarly, since adequate margins are built in at the time of the loan disbursement and owing to the short tenure of these loans, on average, a decrease in the price of gold generally has little impact on our interest income. However, a sustained decrease in the market price of gold could cause a decrease in the growth rate of Gold Loans in our loan portfolio. All our Gold Loans have a maximum term of 365 days. In the event that a loan is not repaid on time and after providing due notice to the customer, the unredeemed pledged gold is disposed off, on behalf of the customer in satisfaction of the principal and interest charges. Any surplus arising out of the disposal of the pledged gold is refunded to the customer or is appropriated towards any other liability by the borrower. In the event that the recoverable amount is more than the realizable value of the pledged gold, the customer remains liable for the shortfall. We make provisions for losses that we believe are not recoverable from the customer when the respective loans remain outstanding after 90 days from the date of agreed tenor of the loan. The processes involved in approving and disbursing a Gold Loan are divided into three phases: 108• Pre-disbursement, • Post-disbursement; and • Release of the pledge Pre-Disbursement Pre-disbursement processes include all the actions that are carried out from the moment a customer enters any of our branches for procuring a Gold Loan until the customer receives the loan amount and include the following: Identification and Appraisal of the Customer Gold Loans are sanctioned only to genuine borrowers. Gold loans are sanctioned only to genuine borrowers. Compliance with the KYC policies ensures that the personal data provided by a particular customer is accurate. For all loans, the customer must provide a document that confirms the customer’s identity, which could be a Government issued document, such as a passport, driver’s license, PAN card, voter identification card, ration card or UIDAI card (Aadhar) and proof of address required. For mandatory compliance of KYC norms, as mandated by RBI and easy identification of each borrower, a photograph, proof of identity and address are always obtained. Any KYC document that is received is verified for authenticity. A KYC register is maintained in every branch to enter all KYC related details of our customers. We also maintain and file electronic copies of all KYC documents at each branch, retain a photograph of each customer captured through web-cameras installed in our branches, and confirm the customer’s mobile number by generation of a unique identification number through text message at the time of the pledge. The RBI Master Directions provides that Gold Loan NBFCs have been mandated to insist on a copy of the PAN card of the borrower for all transaction above ₹500,000. Further, where the gold jewellery pledged by a borrower at any one time or cumulatively on loan outstanding is more than 20 grams, NBFCs must keep record of the verification of the ownership of the jewellery. Further, it is not necessary to produce original receipts to establish ownership. Instead, a suitable document may be prepared to explain how the ownership is determined and an explicit policy within the overall loan policy must be established by the Company. Our internal policies have been suitably modified to ensure the same. Appraisal of Gold The first step in the process is the appraisal or evaluation of the gold to be used as security for the Gold Loan. Once the manager is satisfied regarding ownership of the ornaments, the ornaments would then be appraised by the manager himself and/or other staff members who are assigned with the responsibility of appraising the gold jewellery. The ornaments being tendered are not appraised by any person who is not associated with our Company nor are the ornaments sent out of the concerned branch for appraisal. We use the services of our in-house gold appraisers in case of large value loans. These gold appraisers are professionally qualified for appraising the quality of gold and usually have multiple years of experience in appraising gold. Several steps are involved in the gold appraisal process. The process of measuring the “fineness”, or purity, of gold is referred to as ‘assaying’. There are different methods of assaying the purity of gold. We first test the authenticity of the gold in accordance with standard guidelines that are applied across all our branches. This process involves several principal tests, which includes the acid test, the touchstone test, checking for hallmarks and the sound test. As per our policy, all types of stones are ignored, and their weight reduced from gross weight when advancing against ornaments. Sufficient margin is, therefore retained for the approximate weight of such stones and for arriving at eligible loan amount; net weight of the ornaments so arrived at alone is taken into account. Wherever weight of stones cannot be ascertained, such ornaments are avoided. The manager also verifies and satisfies himself that the ornaments have been properly tested for purity and details - gross weight as well as net weight, are correctly noted. He should also confirm correctness of valuation made. We use weighing machines of high quality at various branches of our Company. Pursuant to RBI Master Directions, in order to standardize the valuation and make it more transparent to the borrower, gold jewellery accepted as collateral shall have to be valued at the average of the closing price of 22 carat gold for the preceding 10930 days as quoted by the Indian Bullion and Jewellers Association Limited and value of the jewellery of lower purity in terms of carats shall be proportionately reduced. Documentation The standard set of documents that are executed in a typical Gold Loan transaction include the pawn ticket and the applications cum terms and conditions. Basic details of the pledge, such as the name of the customer and the net weight of the jewellery pledged is recorded on the gold loan slip, which is retained by us. The pawn ticket, which contains the details of the customer and the pledged jewellery, is filled in by the employee who appraised the gold and a copy is retained by the customer. The terms and conditions that are contained in the application form empower us to sell the pledged jewellery if the customer defaults on the Gold Loan. After execution of prescribed documents, a loan ticket detailing the particulars of the loan including the details of the items pledged, rate per gram, interest rate and maturity date is handed over to the customers along with disbursal of the loan. Post-Disbursement Custody of the Pledged Gold The post disbursement process involves the storage of the pledged gold jewellery. The pledged gold jewellery is packed in plastic bag and sealed separately by staff of the branch along with the relevant documents about the loan and the customer are stored in the strong room of the branch. Once lodged in cabinets in the strong room of the concerned branch, the branch head and the assistant branch head are the joint custodians of the gold. The safes and strong rooms in which the gold jewellery is kept are built in accordance with industry practice. The strong rooms are vaults with reinforced concrete cement structures. Separate cupboards are used within the strong rooms for the safe keeping of the gold collateral. The physical stock of pledge packets is also verified and tallied with the general ledger on a fortnightly basis and at the time of internal audit and gold inspection. Pursuant to the RBI Master Directions, the business of granting loans against the security of gold cannot be transacted at places where there are no proper facilities for storage/security of the gold jewellery. Further, no new branches can be opened without suitable storage arrangements having been made. Inventory Control Once the pledged gold is packed and moved to the safe or strong room, colour coded stickers are affixed on the packet. Tamper proof stickers are also affixed on the jewellery packets to ensure inventory control. Additional stickers are used to seal packets by persons examining packages subsequently, including our internal auditors. In addition to the colour coding, these stickers also contain details of the persons inspecting the gold. We have procedures in place for random verification of gold packets by the branch heads/ other authorised officers. A separate register is maintained for updating the details of the stickers used by a branch. Branch Security and Safety Measures Ensuring the safety and security of the branch premises is vital to our business since cash and gold inventory are stored in each branch. Branch security measures implemented by us include: • Strong Rooms: Every branch of the Company, without exception, is provided with a strong room constructed as per the specifications of RBI with fireproof strong room doors. This is a provision at each location to ensure safety of the pledged ornaments, of the clients. • Access to the strong room is with the help of two distinct keys, which are in the hands of two different individuals attached to the branch. The strong room has a grill door, joint custody of whose keys are with the Branch Manager and another staff (the “Joint Custodian”). Both the branch head and the Joint Custodian hold the keys to grill in the strong room. While this will open the physical locks, as an added security measure, we have installed an electronic lock that can be opened only through “OTP(One-Time- Password)” delivered to the Branch head. This is a unique surveillance measure installed and operationalised by our Company. • Electronic Security System: All our branches are installed with CCTV cameras and other numerous surveillance system. Such kind of a surveillance system helps to avert any major incidents of frauds, thefts, etc. in the branch premises. 110• Insurance: Entire gold stock of the branches is insured for their gold content against theft and other calamities and also fidelity insurance. Release of the Pledge Once a loan is fully repaid, the pledged gold jewellery is returned to the customer. The customer has to be present personally along with the gold loan token, at the branch where the pledge was originally made. The branch will verify the person with the photo taken at the time of pledge and confirm that there is no foul play and the amount to be paid is informed to the customer from the software and clarifies doubts if any on the amount demanded. The customer pays the amount at the cash counter and the ornaments are taken out of the safe and handed over to the customer after confirming them with the list of ornaments mentioned in the token and gold loan application form. When a customer does not repay a loan on or before its maturity, we initiate the recovery process and dispose of the pledged gold to satisfy the amount owed to us, including both the principal and accrued interest. Before starting the recovery process, we inform the customer through registered letters or legal notices. We also reserve the right, subject to notification to the customer, to sell the pledged gold even before a loan becomes past due in the event the market value of the underlying pledged gold falls below amounts outstanding on the loan. Pursuant to the RBI Master Directions, the following additional stipulations have been made in respect to auctioning of gold jewellery: (i) Auction should be conducted in the same town or taluka in which the branch that has extended the loan is located and the auction will be conducted only through auctioneers approved and appointed by the Board; (ii) While auctioning the gold, NBFCs have been mandated to declare a reserve price for the pledged ornaments. The reserve price for the pledged ornaments should not be less than 85.00% of the previous 30 day average closing price of 22 carat gold as declared by India Bullion and Jewellers Association Limited and value of the jewellery of lower purity in terms of carats should be proportionately reduced; (iii) NBFCs have been mandated to provide full details of the value fetched in the auction and the outstanding dues adjusted and any amount over and above the loan outstanding should be payable to the borrower; and NBFCs shall disclose in their annual reports, the details of the auctions conducted during the financial year including the number of loan accounts, outstanding amounts, value fetched and whether any of its sister concerns participated in the auction. The situation for auction of the gold ornaments pledged arises only when the borrower has not repaid the dues in spite of the various opportunities given to him by our Company. Thus, auction of the pledged gold ornaments is the last measure resorted by our Company to recover the dues from the borrower. It shall be the practice of our Company to avoid the auction of the ornaments pledged by the customer to the maximum possible extent. Our Company shall follow up with the borrowers for release of the pledged ornaments before putting the same in the auction list by sending registered notice reminding the borrowers. Even after putting the ornaments in the auction list, a last opportunity shall be given to the customer to get the pledged items released by all possible means of settlement. If the loan is not settled by the customer even after receipt of the registered notice sent in respect of the overdue loans, final auction intimation shall be given to the customer by registered post with acknowledgement due giving him another 15 days’ time and intimating him of date and place of auction. This intimation shall contain the details of loan such as the loan number, date of loan, net weight of the ornament pledged, principal amount, interest, additional interest and other charges due from the customer, and total amount due. Our Company keeps the post office receipt towards proof of intimation/ notice to the customer auction shall be announced to the public by issue of advertisement in at least two daily newspapers (one in national and one in vernacular language) and shall be made well in advance before the auction. The auction list shall also be displayed at respective branch office(s). Pronote Loan We also offer unsecured loans i.e., Pronote Loan for their personal needs including consumption needs. These types of loans are provided exclusively to existing customers, with eligibility determined by the branch manager's credit assessment and the repayment history of the customer. This assessment helps gauge the customer's capacity to repay both the principal loan amount and the associated interest. Our Pronote Loan portfolio as of Fiscal 2025, 111Fiscal 2024 and Fiscal 2023 had outstanding principal amounting to ₹ 413.65 lakhs, ₹1,654.74 lakhs and ₹1,269.02 lakhs respectively. In the Fiscals 2023, 2024, and 2025 our gross Pronote Loan portfolio yield representing net interest income on gross Pronote loan as a percentage of average outstanding of Pronote Loan were 17.90%, 15.22% and 9.66% per annum respectively. In Fiscals 2023 and 2024 and 2025 interest income from Pronote Loan constituted 1.76%, 1.69%, and 0.60 %, respectively, of our total revenue. Our Other Business: Money Transfer Services We provide money transfer service as a fee-based business for transfer of money from abroad through our branches. Under our money transfer agreements, with agents of Money Transfer companies we make payment of money remitted by persons from abroad to the beneficiaries after checking their identity. The money paid by us on behalf of the agent of the Money Transfer company is refunded to us by the agent on the next working day after payment. We are entitled to receive a commission for the services provided depending on the number of transactions and the amount of money transferred. Risk Management Risk management forms an integral element of our business. Our risk management policy approved vide board resolution dated March 3, 2023. Given the changes in the business environment and increase in competition, we have revised our risk management policy, effective from July 11, 2023. Our risk management policy represents the standards of risk assessment to be followed by our Company as an NBFC, formulated in line with the RBI guidelines, and with the approval of the Board of Directors. As a lending institution, we are exposed to various risks that are related to our gold lending business, including volatility in gold process, regulatory directives and operating environment. Our objective in our risk management processes is to ensure growth with profitability within the limits of risk absorption capacity. The policy lays down a framework for identifying, assessing, and measuring various elements of risk involved in the business and formulation of procedures and systems for mitigating such risks. The major types of risk we face in our businesses are credit risk, operational risk, market risk, liquidity risk and foreign currency risk. Credit Risk Credit risk is the possibility of loss due to the failure of any counterparty to abide by the terms and conditions of any financial contract with us. Credit risk in our Gold Loan business is relatively low because all our loans are adequately collateralised with pledged gold jewellery. We aim to reduce credit risk through a rigorous structured gold appraisal and loan sanction process, an effective system for monitoring the credit portfolio and recovery of dues. Credit risk is relatively low as the gold jewellery (pledged) as security for our loans are largely household used jewellery which carry the emotional attachment of the borrower due to which defaults are lesser in number. In any case they can be readily liquidated, and the possibility of any loss is relatively low. We also manage credit risk by restricting loans in excess of specified limits to a single customer. For high value loans (loan amounts exceeding a certain limit), we undertake a credit check on the borrower before higher exposure is assumed. The methodology for fixation of loan to value or loan per gram is fixed in a manner so as to even out any large fluctuations. Our internal control system ensures independent verification of gold at the branch level for all loans. The level of verification at the branch level increases with the quantity of gold pledged. In addition, the quality of gold is checked by the area head through random check conducted during branch visits. Post-disbursement of loan, analysis of daily disbursements is undertaken by skilled officials to identify risk prone accounts which are then subsequently verified by internal auditor team within the shortest possible time. Operational Risk Operational risk is broadly defined as the risk of direct or indirect loss due to the failure of systems, people or processes, or due to external events. We have instituted a series of checks and balances and internal audit reviews to address the various operational risks. Loans are considered only after proper KYC procedures for which detailed instructions have been issued and its compliance monitored. We also have detailed guidelines/procedures on the custody of cash or gold to 112address custodial risk, which is a risk associated with the safety and security of gold inventory. We have implemented centralized software that grants branch personnel access to strong rooms upon receipt of OTPs. This software is operated from our head office. All pledged gold and cash holdings are suitably and adequately insured with reputed insurance companies to cover burglary risks. Process definitions and internal controls also aid in controlling operational risk. For instance, the branch manager and the assistant branch head are the joint custodians of the pledged gold and cash, indicating that the strong rooms or vaults will only be opened granted access if both officials are present. We undertake adequate employee profiling and background verification checks before hiring. Fidelity Insurance cover has also been taken to protect the Company from employee frauds. Market Risk Market risk arises from any decline in the value of the security due to adverse fluctuation in gold prices. This risk (to a great extent) is mitigated by the adequate margins we build into our loan to value/loan per gram used to calculate the loan amount, as well as by linking the LTV calculation to 30 days average price of 22 carat gold declared by India Bullion and Jewellers Association Limited. Market risk also arises on account of variations in interest rates on borrowings availed by the Company since interest is payable on the Gold Loan at a predetermined rate. This risk is mitigated by periodically reviewing the interest rates charged on the Gold Loan, extending only short term loans which correlate to the interest rate payable on borrowings availed by the Company. Liquidity Risk The liquidity risk associated with the business is mitigated by suitably matching the tenure of assets and liabilities. Gold Loan, typically are short term loans with maximum term upto 12 months. Funding of these Gold Loan is through a combination of equity, bank borrowings and liability products. We have also implemented a robust collection and recovery mechanism and cash management system, ensuring adequate undrawn borrowing limits to meet contingencies, investing surplus funds in liquid investments in approved institutions and schemes, reducing the level of non-performing loans. 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 the Company arises majorly on account of foreign currency borrowings. The Company’s foreign currency exposures are managed through hedging its foreign currency risk on its foreign currency borrowings as on March 31, 2024 by entering into forward contracts. The counterparties for such hedge transactions are banks. Non-Performing Assets (NPAs) The Prudential Norms require that every non-deposit taking NBFC shall, after taking into account the degree of well-defined credit weaknesses and extent of dependence on collateral security for realisation, classify its lease/hire purchase assets, loans and advances and any other forms of credit into the following classes: a) Standard assets; b) Sub-Standard assets; c) Doubtful assets; and d) Loss assets Further, the class of assets referred to above shall not be upgraded merely as a result of rescheduling, unless it satisfies the conditions required for the upgradation. A non-deposit taking NBFC is required to make provisions against sub-standard assets, doubtful assets and loss assets in the manner provided for in the Prudential Norms. In terms of the RBI Master Directions, non-deposit taking NBFC has to make inter alia the following provisions on their loan portfolio: Asset Classification Provisioning Policy Standard Assets 0.40% of outstanding amount Sub-standard Assets 10% of the outstanding amount Doubtful Assets 100% of unsecured portion + 20% - 50% of secured portion 113Loss Assets 100% provided if not written off Based on the Prudential Norms for asset classification, details of the classification of our gross NPAs for significant classes of our assets as of Fiscals 2023, 2024 and 2025 are provided below: (₹ in lakhs except %) Asset Type Fiscals 2025 2024 2023 Sub-standard 1,212.55 189.53 114.28 Doubtful 150.94 139.87 24.88 Loss NIL 16.75 - Gross NPA 1,363.49 346.14 139.16 Gross NPA (%) 1.60% 0.52% 0.27% Less: Provisions (206.11) (114.83) (80.96) Net NPA 1,157.38 231.32 58.20 Net NPA (%) 1.36% 0.35% 0.11% Branch Network and Customer Service As of June 30, 2025 we had 307 branches located in 11 states and union territories. The distribution of branches across India by region as of March 31,2023, March 31, 2024, March 31, 2025 and June 30, 2025 is as set out in the following table: As on Sr. State/ Union March 31, 2023 March 31, 2024 March 31, 2025 June 30, 2025 No. territory of India 1. Tamil Nadu 17 16 14 14 2. Kerala 69 78 88 90 3. Delhi 23 22 30 32 4. Haryana 7 8 10 12 5. Maharashtra 38 44 45 45 6. Madhya 8 12 17 19 Pradesh 7. Odisha 35 40 46 48 8. Punjab 17 12 13 15 9. Uttar Pradesh 3 6 8 8 10. Rajasthan - 4 9 9 11. West Bengal - - 11 11 12. Gujarat - - 4 4 Total 217 242 295 307 For further details on our branches please refer the QR code and web link below: QR Code: https://muthootenterprises.com/pdf/branch-details.pdf Weblink: 114Capital Adequacy Ratio As per the RBI Master Directions, every NBFC-BL including us are subject to capital adequacy requirements. Currently, we are required to maintain a minimum capital ratio consisting of Tier 1 and Tier 2 capital which shall not be less than 15% of its aggregate risk weighted assets on balance sheet and of risk adjusted value of off- balance sheet items. Further, we need to maintain a Tier 1 capital of 12%. Also, the total of Tier II capital, at any point of time, shall not exceed one hundred percent of Tier I capital. Additionally, we are required to transfer up to 20% of our annual profit to a reserve fund and make provisions for NPAs. We had a capital adequacy ratio of 37.93%, 29.82% and 25.36%, on March 31, 2023, March 31, 2024 and March 31, 2025 respectively. We have satisfied the minimum capital adequacy ratios prescribed by the RBI for the financial year ended March 31, 2025. Technology We use information technology as a strategic tool for our business operations to improve our overall productivity and efficiency. The operations of our Company function through CBS software program named “MuthootOne”. We have moved to this CBS Software System with effect from April 1, 2016. Our Software department is managed by five engineers and three hardware technicians. We believe that through our information systems which are currently in place, we are able to manage our operations efficiently, market effectively to our target customers, and effectively monitor and control risks. We believe that this system has improved customer service by reducing transaction time and has allowed us to manage loan collection efforts better and to comply with regulatory record- keeping and reporting requirements. All our branches are computerised. Funding Sources and Credit Ratings Source of funding We have expanded our sources of funds in order to reduce our funding costs, protect interest margins and maintain a diverse funding portfolio that will enable us to achieve funding stability and liquidity. Our sources of funding comprise of term loans and working capital limits from bank, issuance of secured and unsecured non-convertible debentures through private placement and subordinated debts. Please refer to sections titled “Financial Statements” and “Financial Indebtedness” on pages 135 and 137 Credit Rating Credit Rating Instrument Date Ratings Remarks Rated Agency Amount in ₹ lakhs India Ratings Non-Convertible Credit Rating IND The rating of ₹12,500 Debenture Issue letter dated July BBB/Stable NCDs by India 23, 2024 the Ratings indicates revalidation letter that instruments dated June 09, with this rating 2025 are considered to have moderate degree of safety regarding timely servicing of financial obligations and carry moderate credit risk. Security threats and measures taken to mitigate them The principal security risks to our operations are robbery and employee theft or fraud. We have extensive security and surveillance systems and dedicated security personnel to counter external security threats. To mitigate internal threats, we undertake careful pre-employment screening, including obtaining references before appointment. We 115have installed surveillance cameras across our branches. To protect against robbery, all branch employees work behind wooden/ glass and steel counters, and the back office, strong room/safe are locked and closed to customers. We also keep the pledged gold in joint custody. While we provide armed security guards for risk prone branches, the majority of our branches do not require security guards as the gold jewellery are stored securely in strong rooms. Since we handle high volumes of cash and gold jewellery at our locations, daily monitoring, spot audits and immediate responses to irregularities are critical to our operations. We have an internal auditing program that includes unannounced branch audits and cash counts at randomly selected branches. Competition We face competition from banks, NBFCs and other unregulated/unorganised money lenders. Our Board believes that we can achieve economies of scale and increased operating efficiencies by increasing the number of branches under operation and proven operating methods. We believe that the primary elements of competition are the quality of customer service and relationship management, branch location and the ability to lend competitive amounts at competitive rates. In addition, we believe the ability to compete effectively will be based increasingly on strong management, regional market focus, automated management information systems and access to capital. Property Our registered office is located in Thiruvananthapuram, Kerala and is owned by some of the Promoters i.e. Mathew Mathaininan and Ammini Mathew. As of June 30, 2025, we have 307 branches located in 11 states and 1 union territories of India namely Tamil Nadu, Kerala, Delhi, Haryana, Maharashtra, Madhya Pradesh, Odisha, Punjab, Uttar Pradesh, West Bengal and Rajasthan all of which are contracted on a leasehold basis. Intellectual Property The trademark/service mark and logo in connection with the “ ” logo is owned by our Chairman Mathew Mathaininan and is registered with the Trade Marks Registry under class 36 and received a Certificate of Registration of Trademark bearing number 1267883 dated February 19, 2004. We have obtained permission from our one of the Promoter i.e. Mathew Mathaininan in writing to use the logo. For further details, see section titled “Risk Factors” on page 16. As on the date of this Prospectus, we have obtained Five trademark registration with the Trade Marks Registry under the Trade Marks Act, 1999. Employees As on June 30, 2025, we had 1,108 employees engaged in various business operations like sales, marketing, recovery, audit etc. We adhere to a policy of nurturing dedicated talent by conducting regular training programmes. We provide training to our employees both as a commitment to their career development and also to ensure quality service to our customers. These trainings are conducted on joining as part of employee initiation and include additional on-the-job trainings. Branding We have launched many tailor-made marketing communications with the primary objectives of growing the Gold Loan Category as a whole and creating significant business impact to the brand in terms of new customer acquisition; besides creating substantial brand awareness and brand recall. Insurance Coverage We maintain insurance coverage on all our assets located at our registered and on all our movable assets in branch premises owned by us against fire, earthquake and related perils. We also maintain insurance against burglaries at our registered office and at our branches, and against loss by riots, strikes or terrorist activities, cash in transit and employee theft. We maintain special contingency insurance covering gold in transit, gold in branches and cash in transit against burglary. Our insurance policies are generally annual policies that we renew regularly. 116HISTORY AND CERTAIN OTHER CORPORATE MATTERS Brief background of our Company Our Company was incorporated on March 3, 1997, as ‘Muthoot Mercantile Limited’, a public limited company under the Companies Act, 1956 with a certificate of incorporation issued by the Registrar of Companies, Kerala at Kochi. Our Company also obtained the certificate of commencement of business dated March 11, 1997 from the Registrar of Companies, Kerala at Kochi. The Corporate Identity Number of our Company is U65921KL1997PLC011260. Our Company has obtained a Certificate of Registration in the name of Muthoot Mercantile Limited dated December 12, 2002 bearing registration no. 16.00178 issued by the RBI to commence the business of non-banking financial institution without accepting public deposits subject to the conditions mentioned in the Certificate of Registration under Section 45 IA of the RBI Act. As on date of this Prospectus, Muthoot Syndicate Nidhi Limited and Muthoot Mercantile Nidhi Limited are our Group Companies. Registered Office of our Company The registered office of our Company is located at 1st Floor, North Block, Muthoot Floors, Opposite W&C Hospital, Thycaud, Thiruvananthapuram – 695014, Kerala, India. Change in Registered Office of our Company Except as set forth, there has not been any change to the Registered Office since incorporation. Date Details of registered office Reason for change At Incorporation F 19, I Floor, Pulickal Trade Centre, Near - Nagambadam Bridge, Kottayam – 686 006, Kerala, India. March 24, 2003 113, Attukal Shopping Complex, East Fort, For effective and efficient business Thiruvananthapuram – 695023, Kerala, India. September 1, 2013 1st Floor, North Block, Muthoot Floors, Opposite For administrative and operational W&C hospital, Thycaud, Thiruvananthapuram – convenience 695014, Kerala, India. Main objects of our Company The main objects of our Company as contained in our Memorandum of Association are: 1. To carry on the business of purchasing or otherwise acquiring and/or financing the purchase of or acquisition of equipment’s, plant and machinery, air conditioners, generators, fridges, electrical and electronic goods, land sites, houses, shopping complexes, motor cars, buses, lorries and other automobile vehicles, fishing vessels including deep sea fishing vessels, computers and equipment’s on hire purchase and or on leasing. 2. To carry on the business of financiers, money lenders, pawn brokers and to receive deposits, borrow and lend monies with or without security. But the Company shall not do the business of Banking within the meaning of Banking Regulation Act, 1949. 3. To undertake, carry on and manage the business of Corporate Insurance Agency for all insurance business of every nature, description and class and soliciting, procuring and servicing insurance products subject to the laws, regulations and rules in force in the Country. 4. To carry on the business as Authorized Person, Authorized Dealer, Money Changer or otherwise, subject to the Regulations, approvals and conditions as may be prescribed from time to time by the Reserve Bank of India. 5. To carry on the business of hire purchase financing to acquire or to purchase or to install the Solar Systems for energy generations including Solar Photovoltaic, Solar Thermal, Solar Chimney and any other Solar 117based devices used in households, industry and commercial establishments. Key milestones and major events Financial year Particulars 1997 Incorporation of our Company as a public limited company 2002 Certificate of registration issued by RBI to our Company to act as non-deposit taking NBFC 2003 Expanded its operations and opened its first branch outside Kerala in Tamil Nadu (Vadasserry) 2019 Our operations have expanded beyond South India with the opening of branches East Chowdwar Branch Odisha Badlapur Branch in the West and Najafgarh Branch, in Delhi to the North 2021 As on March 31, 2021 our Company crossed 150 branches. 2022 The AUM of the company crossed 50,000 lakhs as on March 31, 2022. 2023 Successfully mobilised ₹10,420.49 lakhs in the maiden public offer of NCD opened on December 4, 2023 2024 Our Company crossed 240 branches as on March 31, 2024 Key Agreements As on the date of this Prospectus, our Company has not entered into any material agreements which are not in the ordinary course of business Holding Company and Subsidiary Company Our Company does not have a holding company and subsidiary company. Joint Venture As at the date of this Prospectus, our Company has no joint ventures. Associate As at the date of this Prospectus, our Company has no associate companies as defined under Companies Act, 2013, as amended. Acquisition or Amalgamation in the preceding one year Our Company has not made any acquisition or amalgamation in the preceding one year prior, preceding the date of this Prospectus. Reorganization or Reconstruction undertaken by our Company in the preceding one year There have been no reorganization or reconstruction undertaken by our Company in the preceding one year, preceding the date of this Prospectus. 118OUR MANAGEMENT The general supervision, direction and management of our Company, its operations, affairs and business are vested in the Board, which exercises its power subject to the Memorandum and Articles of Association of our Company and the requirements of the applicable laws. The Articles of Association of our Company require us to have not less than three Directors and not more than fifteen Directors. The general superintendence, direction and management of our affairs and business are vested in our Board of Directors. The composition of the Board is in conformity with Section 149 of the Companies Act, 2013 and is governed by the Articles of Association of our Company, the relevant directions issued by the RBI. As of the date of this Prospectus, we have six Directors on our Board of Directors including three Executive Director, one Non-Executive Director and two Independent Directors. Further, the Board of Directors have 2 women directors. The Board of Directors of the Company are in compliance with Companies Act, 2013. The following table sets forth details regarding the Board as on the date of this Prospectus. Name, designation, Age Address Date of Other Directorships DIN, nationality, term (years) appointment /reappointment: Mathew Mathaininan 82 354A, Kosamattam September 5, 1. Muthoot Syndicate House, Manganam 2023 Nidhi Limited Designation: Chairman P.O., Kottayam - 686 2. Muthoot Computer and Whole-Time 018, Kerala, India Software Development Director and Research Institute Private Limited DIN: 00063078 Nationality: Indian Richi Mathew 51 Muthoot House, No. September 5, 1. Muthoot Syndicate 26, Mummy’s 2023 Nidhi Limited Designation: Managing Colony, 2. Richi Mathew Securities Director Kuravankonam, Limited Thiruvananthapuram 3. Muthoot Mercantile DIN: 00224336 – 695 003 Kowdiar, Nidhi Limited Kerala India 4. Richi Mathew Software Nationality: Indian Technologies Limited. Ammini Mathew 74 Muthoot House, No. September 5, 1. Muthoot Syndicate 26, Mummy’s 2023 Nidhi Limited; Designation: Whole Colony, 2. Muthoot Computer Time Director Kuravankonam, Software Development Thiruvananthapuram and Research Institute DIN: 00533771 – 695 003, Kowdiar, Private Limited; Kerala, India. 3. Muthoot Mercantile Nationality: Indian Nidhi Limited. Asha Richi Mathew 39 Muthoot House, No. June 2, 2022 and 1. Muthoot Syndicate 26, Mummy’s reappointment Nidhi Limited; Designation: Non- Colony, date September 2. Richi Mathew Securities Executive Director Kuravankonam, 30, 2024 Limited Thiruvananthapuram 3. Richi Mathew Software DIN: 05172361 – 695 003, Kowdiar, Technologies Limited. Kerala India. Nationality: Indian 119Name, designation, Age Address Date of Other Directorships DIN, nationality, term (years) appointment /reappointment: Anthony Robert John 59 Little Flower, June 26, 2023 NIL Cottage, Designation: Pravachambalam, Nemom P O, Independent Director Pallichal, Thiruvananthapuram DIN: 10213030 – 695020, Kerala India. Nationality: Indian Dillark Justin 45 TC/24/1735(1) October 21, NIL Puspa Vihar, T E N 2022 Designation: R A – 124 -A, Independent Director Ernakulam Nagar, Thycadu P O, DIN: 09771752 Thiruvananthapuram – 695014, Kerala Nationality: Indian India. Brief Profile of Directors Mathew Mathaininan is the Chairman and Whole-Time Director of our Company. He holds a bachelor’s degree in Engineering from University of Mysore. He has been associated with our Company since incorporation. Richi Mathew is the Managing Director of our Company. He holds a bachelor’s degree in Engineering from Mangalore University. He has been associated with our Company since July 1, 2002. Ammini Mathew is the Whole Time Director of our Company. She holds a pre-degree course from the Mysore University. She has been associated with our Company since 1998. Asha Richi Mathew is the Non-Executive Director of our Company. She holds a Degree of Master of Business Administration from the Anna University of Technology Tirunelveli. She has been associated with our Company since 2022. Anthony Robert John is an Independent Director of our Company. He has completed his Masters of Commerce from the University of Kerala. Dillark Justin is an Independent Director of our Company. He holds a degree in Bachelors of Law from the University of Kerala. Relationship between Directors Except as stated below, none of our Directors are related to each other. Name of Director Designation Relationship with other Directors Mathew Mathaininan Chairman and Whole He is the husband of Ammini Mathew, father of Richi Time Director Mathew and father-in-law of Asha Richi Mathew. Richi Mathew Manging Director He is the son of Mathew Mathaininan and Ammini Mathew and he is the husband of Asha Richi Mathew. Ammini Mathew Whole Time Director She is wife of Mathew Mathainian, mother of Richi Mathew and mother-in-law of Asha Richi Mathew. Asha Richi Mathew Non-executive Director She is wife of Richi Mathew and daughter-in-law of Mathew Mathainian and Ammini Mathew. Remuneration paid to our Directors 120The following table sets forth the remuneration (which includes sitting fees) paid by our Company to our Directors during the current financial year and the last three financial years: (₹ in lakhs) Name of Directors Designation For the As on March As on As on March period till 31, 2025 March 31, 31, 2023 June 30 2024 2025 Mathew Mathaininan Whole-Time 61.00 195.44 94.76 20.70 Director Richi Mathew Managing 60.00 245.99 145.76 80.20 Director Ammini Mathew Whole-Time 6.00 24.42 25.15 24.70 Director Asha Richi Mathew Director (Non- 6.00 12.45 13.15 10.60 executive) Dillark Justin Director NIL 0.36 0.85 0.10 (Independent and Non- executive) Antony Robert John Director NIL 0.45 0.85 NIL (Independent and Non- executive) Neelakandan Director NIL NIL NIL 0.70 Madaswamy (Independent and Non- executive) Reena Verghese Director NIL NIL NIL 0.20 Confirmations No Director of our Company is a director or is otherwise associated in any manner with, any company that appears in the list of the vanishing companies as maintained by the Ministry of Corporate Affairs, wilful defaulter list as categorized by the RBI or Export Credit Guarantee Corporation of India Limited or any other regulatory or governmental authority. Our Company does not have any employee stock option scheme. We also confirm that none of our Directors is restrained or prohibited or debarred from accessing the securities market or dealing in securities by the Board. Further, none of our Directors is a promoter or director of another company which is debarred from accessing the securities market or dealing in securities by SEBI. No Director in our Company is, or was, a director of any listed company, which has been or was compulsorily delisted from any recognised stock exchange within a period of ten years preceding the date of this Prospectus, in accordance with Chapter V of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021. None of our Directors have committed any violation of securities laws in the past and no proceedings in such regard by SEBI or, RBI are pending against any of our Directors. No Director of our Company is a fugitive economic offender, as defined in the SEBI NCS Regulations. We confirm that the Permanent Account Number of the Directors and Promoters of the Company has been submitted to the Stock Exchanges at the time of filing the Prospectus. We confirm that no fine or penalties levied by the Board /Stock Exchanges is pending to be paid at the time of filing the offer document. We are not in default of payment of interest or repayment of principal amount in respect of non-convertible securities, if any, for a period of more than six months. Borrowing Powers of the Board 121Pursuant to the resolution passed by the shareholders of our Company at their AGM held on September 30, 2024 and in accordance with provisions of Section 180(1)(c) of the Companies Act, 2013 and all other applicable provisions of the Companies Act, 2013 and the Articles of Association of our Company, the Board has been authorised to borrow money on and behalf of the Company from time to time as deemed by the Company to be requisite and proper for the business of the Company, notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company as per the latest annual audited financial statements (apart from temporary loans obtained from the company's bankers in the ordinary course of business) shall not exceed an amount of ₹ 1,40,000 lakhs . The aggregate value of the NCDs offered under this Prospectus, together with the existing borrowings of the Company, is within the approved borrowing limits as abovementioned. Interest of the Directors Our Managing Director and Whole Time Directors may be deemed to be interested to the extent of remuneration paid by our Company as well as to the extent of reimbursement of expenses payable to them. Our Independent Directors may be deemed to be interested to the extent of sitting fees, if any, payable to them for attending meetings of the Board or a committee thereof as well as to the extent of other reimbursement of expenses and/or to the extent of their shareholding and profit linked incentives payable to them. Our Directors may be deemed to be interested in the contracts, agreements/ arrangements entered into or to be entered into by the Company with any company in which they hold directorships or any partnership firm in which they are partners as declared in their respective capacity. Except as stated in the section “Financial Statements” on page 135 and to the extent of compensation and commission if any, and their shareholding in the Company, the Directors do not have any other interest in the business of the Company. Some of our Directors may be deemed to be interested to the extent, including of consideration received/paid or any loans or advances provided to anybody corporate, including companies, firms, and trusts, in which they are interested as directors, members, partners or trustees. Except as stated in this section, “- Interest of our Directors” none of our Directors are interested in their capacity as a member of any firm or company and no sums have been paid or are proposed to be paid to any Director or to such firm of company in which he is interested, by any person, in cash or shares or otherwise, either to induce them or to help them qualify as a director or for services rendered by him or by such firm or company, in connection with the promotion or formation of our Company. Our Directors have no interest in any immovable property acquired in the preceding two years of filing this Prospectus or proposed to be acquired by our Company nor do they have any interest in any transaction regarding the acquisition of land, construction of buildings and supply of machinery, etc. with respect to our Company. No benefit/interest will accrue to our Promoters/Directors out of the proceeds of the Issue. Except for Richi Mathew, Mathew Mathaininan, Ammini Mathew and Asha Richi Mathew, none of our Directors are interested in the promotion of our Company, except in the ordinary course of business. None of our Directors have taken any loan from our Company. Further, our Company has not availed any loans from the Directors which are currently outstanding. None of our Directors, Promoters or Key Managerial Personnel have any financial or other material interest in the offer. None of our Directors are interested in their capacity as a member of any firm or company and no sums have been paid or are proposed to be paid to any Director or to such firm of company in which he is interested, by any person, in cash or shares or otherwise, either to induce them or to help them qualify as a director or for services rendered by him or by such firm or company, in connection with the promotion or formation of our Company. For the details of securities purchased or sold by our Directors or their relatives have not in the six month preceding the date of this Prospectus, refer “Capital Structure” on page 42. Shareholding of our Directors Except as stated below, none of our Directors hold any Equity Shares as on June 30, 2025. 122Name, Designation and DIN No. of Equity Shares of % of total Equity Shares of face value ₹10 each our Company on fully diluted basis Mathew Mathaininan 1,56,46,833 42.96 Designation: Chairman and Whole-time Director DIN: 00063078 Richi Mathew 1,30,07,317 35.72 Designation: Managing Director DIN: 00224336 Ammini Mathew 1,16,241 0.32 Designation: Whole Time Director DIN: 00533771 Asha Richi Mathew 21,85,125 6.00 Designation: Non-Executive Director DIN: 05172361 Appointment of any relatives of Directors to an Office or place of profit of Company during the preceding three financial years and as on date of this Prospectus. None of our Directors’ relatives have been appointed to an office or place of profit of our Company. Debentures/Subordinated Debt holding of our Directors As on the date of this Prospectus, except for Mathew Mathaininan, Ammini Mathew and Asha Richi Mathew, none of our Directors hold debentures or subordinated debt issued by our Company. Changes in our Directors of our Company during the preceding three financial years and as on date of this Prospectus The changes in our Board of Directors of our Company in the preceding three financial years and as on date of this Prospectus are as follows: Name, Designation Date of Date of Cessation, Date of Resignation, Remarks and DIN Appointment if applicable if applicable Reena Verghese Resignation Designation: Director March 3, 1997 - August 8, 2022 DIN: 00533836 Chandrasekharan Resignation Nair Kamparath February 29, Designation: - October 3, 2022 2008 Independent Director DIN: 02052516 Neelakandan Resignation Madaswamy December 15, Designation: - March 31, 2023 2017 Independent Director DIN: 08023247 Asha Richi Mathew Appointment Designation: Director June 2, 2022 - - DIN: 05172361 Dillark Justin Appointment Designation: October 21, - - Independent Director 2022 DIN: 09771752 Anthony Robert John Appointment Designation: June 26, 2023 - - Independent Director 123Name, Designation Date of Date of Cessation, Date of Resignation, Remarks and DIN Appointment if applicable if applicable DIN: 10213030 Note: This does not include changes such as regularisations or change in designations Key Managerial Personnel Our Company’s Key Managerial Personnel are as follows: 1. Rajeev M R, aged 57 years, is the Chief Financial Officer of our Company. He holds a degree of Bachelors of Commerce from the University of Madurai, Master of Commerce from Manonmaniam Sundaranar University and a fellow member of Institute of Cost and Works Accountants of India. He was appointed as the Chief Financial Officer of our Company on July 17, 2020. Prior to joining our Company, he was associated with Anubhav Homes Limited as the Senior Accounts Officer, Tata Housing Development Company Limited as their Senior Executive - Finance and Asianet Digital Network Private Limited as their Deputy Vice President – Finance and Accounts. 2. Arun Kumar V.K, aged 33 years, is the Company Secretary of our Company. He holds a degree of Bachelors of Commerce from the University of Kerala, Master of Commerce from Annamalai University, Bachelors of Law from Shri Venketeswara University, associate member of the Institute of Cost Accountants of India and an associate member of the Institute of Company Secretaries of India. He was appointed as the Company Secretary of our Company on March 06, 2025. Prior to joining our Company, he was associated with Choice Trading Corporation Private Limited as Company Secretary, SML Finance Limited as Company Secretary, Baiju Ramachandran Associates’s Corporate Solutions Private Limited as Associate, Cheraman Financial Services Limited as Company Secretary and Uniroyal Marine Exports Limited as Company Secretary. For details about our Whole Time Director, please refer to “Our Management” on page 119. Senior Management Our Company’s Senior Management are as follows: 1. S Premkumar aged 63 years is the Assistant General Manager of our Company. He holds a degree of Bachelors of Law from the University of Kerala and Bachelor of Science Degree from University of Calicut. He has experience of three decades in different fields of banking. He was associated with South Indian Bank as the Chief Manager. He has been associated with our Company since March 8, 2022. 2. Prashanth S aged 42 years is the Chief Manager Business Development Northern Development of our Company. He holds a Bachelors of Fisheries Science from the Kerala Agricultural University. He was associated with Hindustan Lever Limited as Marine Supervisor, he was associated with Subiksha Trading Services Limited as Executive Procurement – F & M and he was associated with Allahabad Bank as the Officer in JMG, Scale – 1. He has been associated with our Company since January 7, 2022. All our Key Managerial Personnel and Senior Management are permanent employees of our Company. Relationship with other Key Managerial Personnel and Senior Management Personnel None of our Key Managerial Personnel and Senior Management Personnel are related to each other. Interests of Key Managerial Personnel and Senior Management Personnel Except to the extent of their remuneration or extent of their shareholding or/and benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of business, the Key Managerial Personnel and Senior Management Personnel of the Company do not have any interest in the Company. Our Directors, Key Managerial Personnel or Senior Management have no financial or other material interest in the Issue. 124Payment or Benefit to Officers of our Company Nil Shareholding of our Company’s Key Managerial Personnel and Senior Management Personnel Except as stated above – Shareholdings of Whole Time Director and Managing Director, none of our Key Managerial Personnel and Senior Management Personnel hold any Equity shares in our Company as on the date of this Prospectus. Related Party Transactions For details in relation to the related party transactions entered by our Company during the preceding three financial years and current financial year with regard to loans made or, guarantees given or securities provided, as per the requirements specified under the Companies Act, refer Note , Note 38, Note 23 of “Financial Statements” on page F- 38, F-184, and F - 95, respectively for the Financial Year 2025, 2024 and 2023 under chapter “Financial Statements” beginning on page 135. Corporate Governance Our Company believes that good corporate governance is an important constituent in enhancing stakeholder value. Our Company has in place processes and systems whereby it complies with the requirements to the corporate governance provided in SEBI Listing Regulations (to the extent applicable to a company which has listed debt securities) and the applicable RBI Guidelines. The corporate governance framework is based on an effective independent Board, separation of the supervisory role of the Board from the executive management team and constitution of the committees of the Board, as required under applicable law. Our Company believes that its Board is constituted in compliance with the Companies Act, 2013 and the SEBI Listing Regulations. The Board functions either as a full Board or through various committees constituted to oversee specific operational areas. Details of various committees of the Board of Directors 1. Audit Committee Audit committee was re-constituted by the Board of directors through its resolution dated June 26, 2023. It currently comprises of the following directors: Name of Director Position in the committee Designation Mathew Mathaininan Member Chairman cum Whole Time Director Dillark Justin Member Independent Director Antony Robert John Member Independent Director The role of audit committee shall classify into three. Review, Recommendation and approval I. Review of the following 1. Financial reporting process and disclosure 2. Auditor’s independence and performance, and effectiveness of audit process 3. Annual financial statements and auditor’s report thereon before submission to the board for approval, with particular reference to: a. Matters included in the director’s responsibility statement in board report (refer section 134(3) (c) of the Companies Act, 2013) b. Changes in accounting policies and practices and reasons for the same c. Major accounting entries involving estimates based on the exercise of judgment by management d. Significant adjustments made in the financial statements arising out of audit findings e. Compliance with legal requirements f. Disclosure of related party transactions 125g. Modified opinion(s) in the draft audit report 4. Performance of statutory and internal auditors, adequacy of the internal control systems and adequacy of internal audit function 5. 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 6. Functioning of the whistle blower mechanism 7. End use of funds raised through public offers and related matters 8. Audit Committee shall mandatorily review the followings: • Statement of related party transactions on quarterly basis. • 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 shall be subject to review by the audit committee II. Approval of the following 1. Payment to statutory auditors for any other services. 2. Transactions and any subsequent modification of transactions with related parties read with policy on related party transactions. III. Recommendation 1. Appointment, remuneration and terms of appointment of auditors of the company. IV. Other Roles 1. Scrutiny of inter-corporate loans and investments 2. Evaluation of internal financial controls and risk management systems 3. Look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors 4. Discussion with internal auditors of any significant findings 5. Discussion with statutory auditors about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern 2. Nomination and Remuneration Committee The Nomination Committee was re-constituted by a board resolution dated June 26, 2023. It currently comprises the following Directors: Name of Director Position in the committee Designation Mathew Mathaininan Member Chairman cum Whole Time Director Dillark Justin Member Independent Director Antony Robert John Member Independent Director 126The roles and responsibilities of the Nomination and Remuneration Committee are as follows: 1. Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with criteria as laid down and recommend to Board their appointment and removal. 2. Ensure persons proposed to be appointed on the Board do not suffer any disqualifications for being appointed as a Director under the Companies Act, 2013. 3. Ensure that the proposed appointees have given their consent in writing to the Company. 4. Review and carry out every Director’s performance, the structure, size and composition including skills, knowledge and experience required of the Board compared to its current position and make recommendations to the Board with regard to any changes. 5. Plan for the succession planning for Directors in the course of its work, taking into account the challenges and opportunities facing the Company and what skills and expertise are therefore needed on the Board in the future. 6. Be responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise. 7. Keep under review the leadership needs of the organization, both Executive and Non-Executive, with a view to ensuring the continued ability of the organization to compete efficiently in the market place. 8. Ensure that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment setting out clearly what is expected of them in terms of services and involvement outside Board Meetings. 9. Determine and agree with the Board the framework for broad policy for criteria for determining qualifications, positive attitudes and independence of a Director and recommend to the Board a policy, relating to remuneration for the Directors, Key Managerial Personnel and other employees 10. Review the on-going appropriateness and relevance of the remuneration policy. 11. Ensure that contractual terms of the agreement that Company enters into with Directors as part of their employment in the Company are fair to the individual and the Company. 12. Ensure that all provisions regarding disclosure of remuneration and Remuneration Policy as required under the Companies Act, 2013 or such other acts, rules, regulations or guidelines are complied with. 13. Devising a policy on diversity of Board of Directors. 14. Draft and submit a Remuneration Policy on Annual Basis for the approval of Board of Directors of the Company. 15. Sign and submit copies of the Minutes or Resolutions of the Meetings of the Committee with any judicial, quasi-judicial, regulatory, other government department or anyone concerned or interested in the matter signed by the Chairman of the Committee, whenever and wherever required. 16. Submit Minutes of the Committee Meetings at the subsequent meeting of Board of Directors of the Company for consideration and approval. 17. Review and submit an Annual Report for the approval of Board of Directors of the Company. 3. Asset Liability Management Committee The Asset Liability Management Committee was re-constituted by a Board Resolution dated June 26, 2023 and it currently comprises: 127Name of Director Position in the committee Designation Mathew Mathaininan Member Chairman cum Whole Time Director Dillark Justin Member Independent Director Antony Robert John Member Independent Director Rajeev M R Member Chief Financial Officer The scope and function of the Asset Liability Committee and its terms of reference are as follows: 1. Liquidity risk management 2. Management of Market risks 3. Funding & Capital Planning 4. Profit planning and growth projection 5. Forecasting and analysing ‘What if scenario’ and preparation of contingency plans. 4. Risk Management Committee The Risk Management Committee was re-constituted by a Board Resolution dated June 26, 2023 and it currently comprises: Name of Director Position in the committee Designation Mathew Mathaininan Member Chairman cum Whole Time Director Dillark Justin Member Independent Director Antony Robert John Member Independent Director Rajeev M R Member Chief Financial Officer The scope and function of the Risk Management Committee and its terms of reference are as follows: 1. The Risk Management Committee is involved in the process of identification, measurement and migration of various risks associated with the Company. 5. Stakeholder Relationship Committee Stakeholders Relationship Committee was re-constituted by a Board Resolution dated June 26, 2023 and it currently comprises: Name of Director Position in the committee Designation Ammini Mathew Member Whole Time Director Dillark Justin Member Independent Director Anthony Robert John Member Independent Director The scope and function of the Stakeholder Relationship Committee are as follows: 1. To consider and ensure resolution of the grievances of the security holders of the Company including complaints related to transfer/transmission of shares/Debentures, non-receipt of annual reports, non-receipt of dividends, general meetings etc 2. Review of measures taken for effective exercise of voting rights by shareholders. 3. Review of various services being rendered by the Registrar & Share Transfer Agent. 4. To review compliance relating to all securities including dividend payments, transfer of unclaimed amounts or shares to the Investor Education and Protection Fund; 1285. Recommendation and Review of the various measures and initiatives taken by the entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company. 6. To undertake self-evaluation of its own functioning of the committee in yearly 7. To perform such other functions or duties as may be required under the relevant Act, rules if applicable to the committee from time to time. 6. Corporate Social Responsibility (CSR) Committee: The CSR Committee was re-constituted by the Board of Directors vide its resolution dated June 26, 2023. The CSR Committee comprises of the following persons: Name of Director Position in the committee Designation Mathew Mathaininan Member Chairman cum Whole Time Director Richi Mathew Member Managing Director Dillark Justin Member Independent Director Antony Robert John Member Independent Director The terms of reference of the CSR Committee are approved by the Board and includes the following: 1. Formulate and recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken, as specified in Schedule VII of the Companies Act, 2013. 2. Recommend the amount of budgeted expenditure to be incurred on the activities referred in clause 5(a) above. 3. Monitor the CSR policy and activities of the company a quarterly basis. 4. Approve projects/ activities of value which are outside the ambit of Schedule VII. 7. Debenture Allotment Committee: The Debenture Allotment Committee was reconstituted by the Board of Directors vide its resolution dated September 11, 2023. The Debenture Allotment Committee comprises of the following persons: Name of Director Position in the committee Designation Mathew Mathaininan Member Chairman cum Whole Time Director Richi Mathew Member Managing Director Ammini Mathew Member Whole Time Director Rajeev M R Member Chief Financial Officer Shyamala Devi L Member FD Section Manager The terms of reference of the Debenture Allotment Committee are approved by the Board and includes the following: 1. To determine and approve, by a Resolution passed at a meeting of the Debenture Allotment Committee or by Resolution passed by Circulation; 2. the terms and conditions and number of the Debentures to be issued including issue size not exceeding the limit mentioned by the Board, the timing, nature, type, pricing and such other terms and conditions of the issue including coupon rate, minimum subscription, retention of oversubscription, if any, etc., 3. to direct any officers of the Company to do such things and to take such actions as the Company is entitled to do or take (as the case may be) in terms of this resolution, 4. to approve and make changes/ modifications to the draft offer document, to approve the offer document, 129including any corrigendum, amendments supplements thereto 5. to finalise the terms and conditions of the appointment of Merchant banker, a debenture trustee, a registrar and transfer agent, a credit rating agency, legal counsel, a depository and such other intermediaries as may be required including their successors and their agents and the issue thereof 6. to issue and allot the Debentures and authorize such person to file necessary e-forms with Registrar of Companies with respect to creation or modification of charge and to approve all other matters relating to the issue and do all such acts, deeds, matters and things including execution of all such deeds, documents, instruments, applications and writings as it may, at its discretion, deem necessary for the purpose of issue of NCDs through public offers 7. to issue and allot the Debentures and authorize such person to file necessary e-forms with Registrar of Companies with respect to creation or modification of charge and to approve all other matters relating to the issue and do all such acts, deeds, matters and things including execution of all such deeds, documents, instruments, applications and writings as it may, at its discretion, deem necessary for the purpose of issue of NCDs through private placement offers. 8. Information Technology (IT) Strategy Committee The IT Strategy Committee was re-constituted by the Board of Directors through its resolution dated September 11, 2023. The IT Strategy Committee comprises of the following persons: Name of Director Position in the committee Designation Richi Mathew Member Managing Director Antony Robert John Member Independent Director Rajeev M R Member Chief Financial Officer Anjana B S Member Head of Software/ IT Department The terms of reference of the IT Strategy Committee includes the following: 8. Approvingand reviewing IT strategy and policy documents and ensuring that the management has put an effective strategic planning process in place; 9. Ascertaining that management has implemented processes and practices that ensure that the IT delivers value to the business; 10. Ensuring IT investments represent a balance of risks and benefits and that budgets are acceptable; 11. Monitoring the method that management uses to determine the IT resources needed to achieve strategic goals and provide high-level direction for sourcing and use of IT resources; 12. Ensuring proper balance of IT investments for sustaining company’s growth and becoming aware about exposure towards IT risks and controls. 130OUR PROMOTERS Our Promoters are Mathew Mathaininan and Richi Mathew. As on the date of the Draft Prospectus, the Promoters and promoters group of our Company collectively hold 3,64,18,737 Equity Shares aggregating to 99.99% of the share capital of our Company. The profile of our Promoters is given below: Mathew Mathaininan Mathew Mathaininan, aged 82 years, is the Promoter, Chairman and Whole Time Director of the Company. Date of Birth: October 31, 1942 Address: Muthoot House, No. 26, Mummys Colony, Kuravankonam, Thiruvananthapuram – 6950 003, Kerala, India. Education: He holds a bachelor’s degree in Engineering from University of Mysore. Experience: He has been associated with our Company since incorporation. He is serving as a director in Muthoot Syndicate Nidhi Limited, Muthoot Computer Software Development and Research Institute Private Limited, Muthoot Mercantile Nidhi Limited. For further details, see “Our Management” on page 119. Our Company confirms that details of the permanent account number, aadhaar number, driving license number, bank account number(s) personal addresses and passport number of our Promoter have been submitted to the Stock Exchange at the timing of filing the Draft Prospectus. Richi Mathew Richi Mathew, aged 50 years, is the Promoter and Managing Director of our Company Date of Birth: May 13, 1974 Address: Muthoot House, No. 26, Mummys Colony, Kuravankonam, Thiruvananthapuram - 6950003, Kerala, India. Education: He holds a Bachelor’s degree in Engineering from Mangalore University. Experience: He has been associated with our Company since 2002. He is serving as a director in Muthoot Syndicate Nidhi Limited, Richi Mathew Securities Limited, Muthoot Mercantile Nidhi Limited, Richi Mathew Software Technologies Limited. For further details, see “Our Management” on page 119. Our Company confirms that details of the permanent account number, aadhaar number, driving license number, bank account number(s) personal addresses and passport number of our Promoter have been submitted to the Stock Exchange at the timing of filing the Draft 131Prospectus. There have been no changes in the Promoter’s holding in our Company during last financial year beyond the threshold prescribed by RBI. Interest of our Promoter in our Company Except as stated under “Our Management” beginning on page 119 and as stated above, to the extent of their shareholding and debenture holding in our Company and to the extent of remuneration received by them in their capacity as Directors, our Promoters do not have any other interest in our Company’s business. Further, our Promoters have no interest in any property acquired by our Company in the last two years from the date of this Prospectus, or proposed to be acquired by our Company, or in any transaction with respect to the acquisition of land, construction of building or supply of machinery. Our Promoters do not propose to subscribe to the Issue and none of our Promoters have any interest in the promotion of the Issue. Our Promoters equity shareholding in our Company, as on June 30, 2025, is as set forth below: Name of Promoter Total number Number of Percentage Equity % of Equity of Equity shares held in of issued Shares Shares Shares dematerialised Equity pledged or pledged Form Share otherwise capital encumbered Mathew 1,56,46,833 1,56,46,833 42.96% Nil Nil Mathaininan Richi Mathew 1,30,07,317 1,30,07,317 35.72% Nil Nil Other ventures of our Promoter Our Promoter has investments in our Company including the following entities: Promoter Group Entities: 1) Muthoot Syndicate Nidhi Limited 2) Muthoot Mercantile Nidhi Limited 3) Muthoot Computer Software Development and Research Institute Private Limited 4) Richi Mathew Software Technologies Limited 5) Richi Mathew Securities Limited Other Confirmations Our Promoters have confirmed that neither it nor its directors, have been identified as Wilful Defaulters by the RBI or any other governmental authority and are not a Promoter of any such company which has been identified as a Wilful Defaulter by the RBI or any other governmental authority or which has been in default of payment of interest or repayment of principal amount in respect of debt securities issued by it to the public, if any, for a period of more than six months. Further, no members of our Promoter Group have been identified as Wilful Defaulters. None of our Promoters have been declared as a fugitive economic offender. No violation of securities laws has been committed by our Promoters in the past and no regulatory action before SEBI, RBI is currently pending against our Promoters except as disclosed in section titled “Outstanding Litigations” on page 234. Our Promoters were not a promoter of any company which was delisted within a period of ten years preceding the date of this Prospectus, in accordance with Chapter V of the SEBI Delisting Regulations. 132Our Promoters and Promoter Group are not restrained or debarred or prohibited from accessing the capital markets or restrained\ or debarred or prohibited from buying, selling, or dealing in securities under any order or directions passed for any reasons by the SEBI or any other authority or refused listing of any of the securities issued by any such entity by any stock exchange in India or abroad and are not promoters, directors or person in control of any other company which is prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority No benefit or interest will accrue to our Promoters out of the objects of the Issue. Payment of benefits to our Promoters during the preceding three years Other than as disclosed under “Our Management” segment of “Financial Statements” beginning on pages 119and 135, respectively, our Company has not made payment of any benefit to our Promoters during the preceding three years preceding the date of this Prospectus. Details of Equity Shares allotted to our Promoters during the preceding three Fiscal Years Except as disclosed under “Capital Structure” on page 42, our Promoters have not been allotted any Equity Shares of our Company during the preceding three Fiscal Years. . 133RELATED PARTY TRANSACTIONS For details of the related party transaction as at and for each of the years ended March 31 2025, 2024 and 2023, as per the requirements under the applicable accounting standards, see Note 38, Note 38, Note 23 of “Financial Statements” on page , F- 211, F- 128, F - 46, respectively. Details of related party transactions under the applicable accounting standards entered during the preceding three financial years with regard to loans made or guarantees given or securities provided: (₹in lakhs) Name of Related Fiscal Loans Made Guarantees given Securities Party provided Nil 2023 Nil Nil Nil Nil 2024 Nil Nil Nil Nil 2025 Nil Nil Nil Related party transactions entered during the current financial year for the period from April 01, 2025, till Cut-off date, with regard to loans made or, guarantees given or securities provided (₹in lakhs) Name of Related Fiscal Loans Made Guarantees given Securities Party provided Nil Nil Nil Nil Nil 134SECTION V - FINANCIAL INFORMATION FINANCIAL STATEMENTS Sr. Particulars Page No. No. 1. Audited Financial Statements as at and for the Financial Year ended March 31, F- 1 to F- 57 2023 2. Audited Financial Statements as at and for the Financial Year ended March 31, F-58 to F-141 2024 3. Audited Financial Statements as at and for the Financial Year ended March 31, F- 142 to F- 239 2025 Please refer to Annexure IV (Financial Statements) of this Prospectus. 135MATERIAL DEVELOPMENTS Other than as disclosed below and in the Prospectus, there have been no material developments since March 31,2025 and there have arisen no circumstance that materially or adversely affect the operations, or financial condition or profitability of the Company or the value of its assets or its ability to pay its liabilities within the next 12 months. 3. Repayment of term loans, redemption of non-convertible securities, and redemption of Subordinated Debts a. The company from April 01,2025 till Cut-off Date has redeemed secured non-convertible public issue debentures amounting to ₹ 2,689.71 lakhs. b. The company from April 01,2025 till Cut-off Date has made repayment of term loans from banks amounting to ₹ 3,168.10 lakhs. c. The company from April 01,2025 till Cut-off Date has redeemed secured privately placed non- convertible debentures amounting to ₹ 303.20 lakhs d. The company from April 01,2025 till Cut-off Date has redeemed subordinate debts amounting to ₹ 1,355.42 lakhs. 4. Mobilized fund by issue of non-convertible securities, Sub-ordinated debts and term loans a. The company from April 01,2025 till Cut-off Date has issued Non-Convertible Debentures of ₹ 5,855.25 lakhs. b. The company from April 01,2025 till Cut-off Date has issued Subordinated Debts of ₹ 333.98 lakhs. c. The company from April 01,2025 till Cut-off Date has taken term loans from banks amounting to ₹ 10,000.00 lakhs 136FINANCIAL INDEBTEDNESS As on June 30, 2025, the company had outstanding Total Borrowings of ₹ 87,141.71 lakhs: Sr. No. Nature of Borrowings Amount Outstanding (₹ in % lakhs) 1 Secured borrowings 7 7 . 4 9 % 67,527.50 2 2 2 . 5 1 % Unsecured borrowings 19,614.21 Total Borrowings 87,141.71 100.00% Set forth below, is a summary of the borrowings by the company outstanding as on June 30, 2025, together with a brief description of certain significant terms of such financing arrangements. Details of secured borrowings: The Company’s secured outstanding borrowings from banks/ financial institutions as on June 30, 2025 amounts to ₹31,929.80 lakhs. The details of the secured borrowings from banks/ financial institutions are set out below: a) Borrowings from Banks/Financial Institutions: Lender’s Date of Amount Principal Repayment Security and Prepaym Credit Asset Name and Sanction Sanctione Amount Date/Schedule Guarantee ent Rating Class Type of d outstandin clause in ificat facility g as on Loan ion (₹ in June 30, Agreeme lakhs) 2025 nt (₹ in lakhs) State Bank March 5,000.00 3316.29 On Demand (i) Primary Security- IND Stand of India 20, 2023 BBB/ ard First Hypothecation (Cash Stable charge, along with Credit) 137Lender’s Date of Amount Principal Repayment Security and Prepaym Credit Asset Name and Sanction Sanctione Amount Date/Schedule Guarantee ent Rating Class Type of d outstandin clause in ificat facility g as on Loan ion (₹ in June 30, Agreeme lakhs) 2025 nt (₹ in lakhs) State Bank February 12,500.00 3,920.00 11 quarterly other working capital IND Stand of India 5, 2024 instalments as well as term BBB/ ard (Foreign equivalent to Rs 260 lenders on current Stable Currency lakhs and balance and future standard Term amount in last Gold Loan Loan)1 instalment, 8 Receivables of the quarterly instalments company on pari equivalent to ₹140 passu basis, Lakhs to be paid in equivalent to foreign currency and 133.33% of the balance in the last outstanding amount, quarter (including interest,25% 25 monthly Margin) with the instalments debenture trustees equivalent to ₹150 and other Term loan lakhs and balance in and Working capital the last month lenders. Hypothecation of Receivables of standard stage 1 assets only. (ii) Collateral Security – (a) Equitable mortgage of 10.35 ares of land comprised in Re Sy No.3 (Old Sy Nos. 2640/1-5, 2640/1-6, 2640/1-7), Block No. 29, Thandaper No. 2 at Vattiyoorkkaav Village, State Bank March 3, 5,000.00 5,000.00 Thiruvananthapuram of India 2025 District in the name (Term of Mathew Loan ) Mathaininan (b) Equitable mortgage of 4.77 ares of land comprised in Re Sy No. 62 (Old Sy Nos. 2573/1-7, 2573/1-7- 2), Block No 17, Thandaper No. 46 at Vattiyoorkkaav 138Lender’s Date of Amount Principal Repayment Security and Prepaym Credit Asset Name and Sanction Sanctione Amount Date/Schedule Guarantee ent Rating Class Type of d outstandin clause in ificat facility g as on Loan ion (₹ in June 30, Agreeme lakhs) 2025 nt (₹ in lakhs) Village, Thiruvananthapuram District in the name of Mathew Mathaininan (c) Equitable mortgage of 5.52 ares of land with a residential building thereon bearing TC No. 4/1683 comprised in Re Sy No. 28 (Old Sy Nos. 3138/2-1, 3138/2-2, 3138/2-3 and 3134/4-2), Block No. 55, Thandaper No. 3822 of Kowdiar Village, Thiruvananthapuram District in the name of Mathew Mathaininan and Ammini Mathew (d) Equitable mortgage of 5.48 ares of land comprised in Re Sy No. 76 (Old Sy Nos. 90/4-1 and 90/8-5-1), Block No 3, Thandaper No. 198 at Thirumala Village, Thiruvananthapuram District in the name of Mathew Mathaininan (e) Equitable mortgage of Apartment admeasuring 13,030 sq. ft (6,515 sq. ft and 6,515 sq. ft) in the first and ground floor, 2.89 ares 139Lender’s Date of Amount Principal Repayment Security and Prepaym Credit Asset Name and Sanction Sanctione Amount Date/Schedule Guarantee ent Rating Class Type of d outstandin clause in ificat facility g as on Loan ion (₹ in June 30, Agreeme lakhs) 2025 nt (₹ in lakhs) undivided share over 10.82 ares with building no 81/3031 and 81/3032 comprised in Re Sy No. 164 (Old Sy No 1217/2 and 1219), Block No 99, Thandaper No. 12605 of the multistoried building called ‘Artech Meenakshi Plaza’ in the Thycaud Village, Thiruvananthapuram District in the name of Mathew Mathaininan and Ammini Mathew (f) Equitable mortgage of 1.825 Cents of undivided share on 2.89 ares in Re Sy No.11/123 (Old Sy Nos. 1250, 1250/1-1 and 1250/1), Block No 2, Thandaper No. 2278 at Manacaud Village, Thiruvananthapuram District in the name of Mathew Mathaininan (g) Equitable mortgage of 40.47 ares of land with residential building thereon comprised in Sy No. 332/1, 332/1- 1, 332/1-2, 332/1- 1A, 332/1-1-1and 332/1-2-1Thandaper No. 9088 at Kozhenchery Village, KozhencheryTaluk 140Lender’s Date of Amount Principal Repayment Security and Prepaym Credit Asset Name and Sanction Sanctione Amount Date/Schedule Guarantee ent Rating Class Type of d outstandin clause in ificat facility g as on Loan ion (₹ in June 30, Agreeme lakhs) 2025 nt (₹ in lakhs) and PathanamthittaDistri ct in the name of Mathew Mathaininan and Richi Mathew (h) Cash Collateral of ₹500 lakhs secured by lien on term deposits (iii) Personal guarantee of Mathew Mathaininan, Amini Mathew, Richi Mathew Indian Decembe 2,000.00 1874.62 On Demand i. Primary Security: IND Stand Overseas r 6, 2023 First Pari-passu BBB/ ard Bank charge on gold loan Stable (Overdraft receivables and ) current assets of the company along with secured debenture holders and other working capital lenders with minimum security coverage of 1.25. ii.Collateral Security: Lien on Fixed Deposits equivalent to 15% of Loan Amount. (iii) Personal guarantee of Mathew Mathaininan, Ammini Mathew, Richi Mathew, Asha Richi Mathew- Muthoot House 26,Mummy’s Colony, Kuravankonam 141Lender’s Date of Amount Principal Repayment Security and Prepaym Credit Asset Name and Sanction Sanctione Amount Date/Schedule Guarantee ent Rating Class Type of d outstandin clause in ificat facility g as on Loan ion (₹ in June 30, Agreeme lakhs) 2025 nt (₹ in lakhs) Kowdiar,Trivandru m 695003 Karur Novemb 2,000.00 2000.00 On Demand (i) Primary Security - IND BBB Stand Vysya er 30, First pari passu ard Stable Bank 2023 charge on the (Working receivables of the Capital) Company including Gold Loan IND BBB Stand receivables both ard present and future, Stable and other current assets of the Company with other secured lenders except those specifically charged to any term lenders whether under refinance facility or otherwise (Net of NPA accounts) with a margin of 25%. (ACR 1.33x times of principal outstanding of the loan) (ii) Collateral Security – Additional EM charge on commercial vacant land admeasuring 33.40 Ares (82.50 cents of residential land) situated at Sy No 97/22 (Old 75/19/1) Block No 10, Elanthoor Village, KozhencherryTaluk, Pathanamthitta District, Kerala standing in the name of Mathew 142Lender’s Date of Amount Principal Repayment Security and Prepaym Credit Asset Name and Sanction Sanctione Amount Date/Schedule Guarantee ent Rating Class Type of d outstandin clause in ificat facility g as on Loan ion (₹ in June 30, Agreeme lakhs) 2025 nt (₹ in lakhs) Mathaininan and Richi Mathew (iii) Personal guarantee of Mathew Mathaininan, Amini Mathew, Richi Mathew Karur Novemb 2,000.00 1000.00 12 Quarterly Collateral of ₹600 IND BBB Stand Vysya er 30, Instalments without lakhs of Fixed Stable ard Bank 2023 holiday period. Deposit with KVB (Term Loan) Federal August 500.00 363.48 On Demand (i) Primary Security - IND BBB Stand Bank 27, 2024 Pari passu first ard Stable (Working charge by way of Capital) hypothecation of entire current assets Federal August 2,000.00 833.33 12 equal quarterly IND BBB Stand of the company Bank 24, 2023 instalments ard (present and future) Stable (Foreign including loan Currency receivables, with Term secured debentures Loan)2 holders and other Federal August 3,000.00 2250.00 12 equal quarterly banks. IND BBB Stand Bank 27, 2024 instalments ₹250 ard ii) Personal Stable (Foreign lakhs guarantee of Mathew Currency Mathaininan, Term Ammini Mathew, Loan)3 Richi Mathew iii) Collateral Security – Fixed Deposits in the name of the borrower with the coverage of 15 % South Septemb 50.00 2.01 On Demand i. Pari passu Ist Indian er 9, charge on standard Bank 2024 gold loan receivables (CCBD) along with other working capital lenders and debenture holders ii. Collateral Security – KND Deposits of 143Lender’s Date of Amount Principal Repayment Security and Prepaym Credit Asset Name and Sanction Sanctione Amount Date/Schedule Guarantee ent Rating Class Type of d outstandin clause in ificat facility g as on Loan ion (₹ in June 30, Agreeme lakhs) 2025 nt (₹ in lakhs) ₹372 lakhs((15 % 0f borrowing South Septemb 1,100.00 712.00 36 equal monthly Pari passu lst charge IND BBB Indian er 2, instalments of ₹ on standard gold loan Stable Bank 2024 30.55 lakhs. receivables with a (Term minimum asset cover Loan) of 1.33x. South July 7, 2,000.00 855.56 35 equal monthly (i) Primary Security IND BBB Stand Indian 2023 instalments of ₹56 – Paripassu 1st ard Stable Bank lakhs and final charge on standard (Term instalment of ₹40 gold receivables with Loan) lakhs minimum assets cover of 1.33x (ii) Collateral Security – KND Deposits of ₹372 lakhs((15 % 0f borrowing) (iii) Personal guarantee of Mathew Mathaininan, Amini Mathew, Richi Mathew Oxyzo July 29, 2,500.00 1,111.11 18 equal principal First ranking par- IND Stand Financial 2024 instalments passu charge by way BBB/Stab ard Services of hypothecation on le Limited(T the Borrower's entire erm Loan) Loan receivables (present and future), unencumbered cash & cash equivalents and other current assets along with other existing lenders and 144Lender’s Date of Amount Principal Repayment Security and Prepaym Credit Asset Name and Sanction Sanctione Amount Date/Schedule Guarantee ent Rating Class Type of d outstandin clause in ificat facility g as on Loan ion (₹ in June 30, Agreeme lakhs) 2025 nt (₹ in lakhs) ("Hypothecated Assets”) (ii) Cash Collateral amount of ₹ 2,50,00,000. (iii) Unconditional and Irrevocable Personal Guarantee of Mr. Mathew Mathaininan, Mr. Richi Mathew, Ms. Ammini Mathew. Piramal August 2,000.00 800.00 15 Equal Monthly (i) First Pari Passu IND Stand Enterprise 21, 2024 Instalments of Rs over the entire book BBB/Stab ard s 150 Lakhs debts of Borrower, le Limited(T both present and erm Loan) future (“Book Debts”). (ii)Personal Guarantee of Mr. Mathew Mathaininan, Mr. Richi Mathew, Ms. Ammini Mathew 145Lender’s Date of Amount Principal Repayment Security and Prepaym Credit Asset Name and Sanction Sanctione Amount Date/Schedule Guarantee ent Rating Class Type of d outstandin clause in ificat facility g as on Loan ion (₹ in June 30, Agreeme lakhs) 2025 nt (₹ in lakhs) Bajaj Octobe 1,200.00 500.00 12 equal monthly 1. First pari passu Finance r 24, instalments charge on present Limited 2024 and future gold (Term loan receivables and book debts Loan) and other current assets of the Borrower by way of hypothecation with a minimum asset cover of 1.25x times of principal amount outstanding at any point of time during the currency of the loan. (Minimum Asset Cover) in favour of the Lender in form and substance satisfactory to the Lender. 2. Cash collateral of 5% of facility amount secured by lien on term deposit 3. Personal Guarantee of Promoters viz. Mr. Mathew Mathai Ninan and Mr. Richi Mathew. 146Lender’s Date of Amount Principal Repayment Security and Prepaym Credit Asset Name and Sanction Sanctione Amount Date/Schedule Guarantee ent Rating Class Type of d outstandin clause in ificat facility g as on Loan ion (₹ in June 30, Agreeme lakhs) 2025 nt (₹ in lakhs) Kerala Novem 5,000.00 4367.85 20 equal quarterly Pari passu 1st Financial ber 30, instalments 250 charge by way of Corporatio 2024 hypothecation of the n entire present and future book debts and receivables of the NBFC( Gold Loan receivables) shared with existing lenders and secured debenture holders. Portfolios like micro finance that are specifically charged to an other lender shall be excluded. A minimum security coverage of 1.25 times the loan sanctioned by the corporation ( minimum of Rs 6250 lakh) shall be ensured with the book debts and receivables of the secured ( secured with tangible assets) standard category loans ( excluding SMA-2, NPA & Fraud Cases ) provided by the NBFC Bandhan April 3,000.00 3,023.55 Principal repayment Primary: First pari- IND stand Bank 4,2025 in 8 months equal passu charge on gold BBB/Stab ard installments starting loan receivables le after 03rd month (0DPD) and current with one repayment assets except those scheduled in each receivables quarter & last specifically and installment at the exclusive charged in end of 2 years favour of certain existing charge holders, with security asset 147Lender’s Date of Amount Principal Repayment Security and Prepaym Credit Asset Name and Sanction Sanctione Amount Date/Schedule Guarantee ent Rating Class Type of d outstandin clause in ificat facility g as on Loan ion (₹ in June 30, Agreeme lakhs) 2025 nt (₹ in lakhs) coverage ratio of 1.25x times to be maintained at all times both present & future of the company. Personal guarantee from promoters- Mr. Mathew Mathaininan, Mr Richi Mathew, Ms Ammini Mathew. Irrevocable Power of Attornery in favour of bank/Secuirty Trustee Total Principal 50,850.00 31,929.80 Outstanding Add: Interest accrued 0.00 Less: EIR Adjustment under Ind (0.00) AS 109 Add: Impact on Restatement of 0.00 Foreign Currency Denominated Borrowings Net Outstanding Borrowings 31,929.80 Note: 1) All term loan from SBI Converted into Foreign currency term loan from State Bank of India sanctioned vide letter dated February 5, 2024 has sanction amount of USD 85,24,551.18 and outstanding amount as on June 30, 2025 of USD 45,44,234.22 which is hedged with forward contract up to 6 months with roll over option. Conversion Rate – 86.2632 2) Foreign currency term loan from Federal Bank sanctioned vide letter dated August 24, 2023 has sanction amount of USD 24,21,307.51 and outstanding amount as on June 30, 2025 of USD 10,08,204.72 which is to be repaid in 12 equal quarterly installments of 2,01,775.63. Conversion Rate – 82.6552 3) Foreign currency term loan from Federal Bank sanctioned vide letter dated August 27, 2024 has sanction amount of USD 35,76,327.59 and outstanding amount as on June 30, 2025 USD 26,82,179.18 which is to be repaid in 12 equal quarterly installment of USD 2,98,027.30 . Conversion Rate – 83.88701 148b) External Commercial Borrowings As on June 30, 2025 we do not have any outstanding borrowing by way of External Commercial Borrowings. c) Secured Redeemable Non-Convertible Debentures i. Private Placement of secured unlisted redeemable non-convertible debentures The Company has issued on private placement basis, secured redeemable, non-convertible debentures under various series of which ₹ 2,564.14 lakhs was cumulatively outstanding as on June 30, 2025, the details of which are set forth below: Seri ISIN Principal Date of Tenur Cou Redemptio Secur Cre Sec es Outstandi Allotment e / pon n date/ ed / dit urit ng (Rs in Perio (p.a. schedule unsec Rati y Lakhs) d of ) in ured ng Matu % rity 90 INE05F407 F e b r u ary 13.3 August Secure Receiv 175 Month NA 127 40.35 10,2020 3 10,2027 d ables s 90 INE05F407 F e b r u ary 13.3 August Secure Receiv 176 Month NA 184 32.60 27,2020 3 27,2027 d ables s 84 INE05F407 M a r c h 14.2 March Secure Receiv 177 Month NA 259 48.75 23,2020 9 23,2027 d ables s 84 INE05F407 M a y 14.2 May Secure Receiv 178 Month NA 309 22.00 25,2020 9 25,2027 d ables s 60 INE05F407 J u ly July Secure Receiv 179 Month 10 NA 325 166.65 16,2020 16,2025 d ables s 60 INE05F407 J u l y 11.2 July Secure Receiv 179 Month NA 317 37.00 16,2020 9 16,2025 d ables s 84 INE05F407 J u l y 13.3 July 17, Secure Receiv 179 Month NA 333 21.00 16,2020 3 2027 d ables s 60 INE05F407 O c t o b er October Secure Receiv 180 Month 9.25 NA 366 37.25 19,2020 19,2025 d ables s 96 INE05F407 O c t o b er October Secure Receiv 180 Month 12.5 NA 382 13.50 19,2020 19,2028 d ables s 60 INE05F407 N o v e mber November Secure Receiv 181 Month 10 NA 424 102.65 25,2020 25,2025 d ables s 149Seri ISIN Principal Date of Tenur Cou Redemptio Secur Cre Sec es Outstandi Allotment e / pon n date/ ed / dit urit ng (Rs in Perio (p.a. schedule unsec Rati y Lakhs) d of ) in ured ng Matu % rity 60 INE05F407 N o v e m b er 10.7 November Secure Receiv 181 Month NA 416 1.35 25,2020 5 25,2025 d ables s 90 INE05F407 N o v e m ber 13.3 November Secure Receiv 181 Month NA 432 62.15 25, 2020 3 25, 2025 d ables s 60 INE05F407 J a n u a r y 12, January 12, Secure Receiv 182 Month 10 NA 465 92.50 2021 2026 d ables s 60 INE05F407 J a n u a r y 12, 10.7 January 12, Secure Receiv 182 Month NA 473 25.00 2021 5 2026 d ables s 60 INE05F407 J u l y 0 5, July 05, Secure Receiv 183 Month 9.75 NA 549 25.00 2021 2026 d ables s 87 INE05F407 J u l y 0 5, 13.7 October 05, Secure Receiv 183 Month NA 531 68.50 2021 9 2028 d ables s 87 INE05F407 S e p t e m ber 13.7 December Secure Receiv 184 Month NA 598 14.50 28, 2021 9 28, 2028 d ables s 60 INE05F407 D e c e m ber December Secure Receiv 185 Month 9.75 NA 630 88.00 11, 2021 11, 2026 d ables s 60 INE05F407 D e c e m ber 10.7 December Secure Receiv 185 Month NA 606 30.00 11, 2021 5 11, 2026 d ables s 87 INE05F407 D e c e m ber 13.7 March 11, Secure Receiv 185 Month NA 648 73.00 11, 2021 9 2029 d ables s 60 INE05F407 F e b r u a r y 15, February 15, Secure Receiv 186 Month 9 NA 697 30.00 2022 2027 d ables s 60 INE05F407 F e b r u a r y 15, 10.1 February 15, Secure Receiv 186 Month NA 705 10.00 2022 2 2027 d ables s 60 INE05F407 M a r c h 15, March 15, Secure Receiv 187 Month 8.5 NA 770 15.50 2022 2027 d ables s 150Seri ISIN Principal Date of Tenur Cou Redemptio Secur Cre Sec es Outstandi Allotment e / pon n date/ ed / dit urit ng (Rs in Perio (p.a. schedule unsec Rati y Lakhs) d of ) in ured ng Matu % rity 60 INE05F407 M a r c h 1 5, March 15, Secure Receiv 187 Month 9.6 NA 796 5.00 2022 2027 d ables s 60 INE05F407 M a r c h 31, March 31, Secure Receiv 188 Month 8.5 NA 861 15.95 2022 2027 d ables s 60 INE05F407 M a r c h 31, March 31, Secure Receiv 188 Month 9.6 NA 879 10.00 2022 2027 d ables s 60 INE05F407 J u n e 11, June 11, Secure Receiv 189 Month 9.75 NA 960 34.00 2022 2027 d ables s 36 INE05F407 A u g u s t 08, August 08, Secure Receiv 190 month 9 NA 978 42.00 2022 2025 d ables s 60 INE05F407 A u g u s t 08, August 08, Secure Receiv 190 Month 9.5 NA 994 41.10 2022 2027 d ables s 36 INE05F407 A u g u s t 08, August 08, Secure Receiv 190 month 10 NA 986 70.00 2022 2025 d ables s 60 INE05F407 A u g u st 08, August 08, Secure Receiv 190 Month 11 NA AA0 121.00 2022 2027 d ables s 36 INE05F407 S e p t e m ber September Secure Receiv 191 month 9 NA AB8 54.00 21, 2022 21, 2025 d ables s 60 INE05F407 S e p t e m ber September Secure Receiv 191 Month 9.5 NA AD4 91.00 21, 2022 21, 2027 d ables s 36 INE05F407 S e p t e m ber September Secure Receiv 191 month 10 NA AC6 30.00 21, 2022 21, 2025 d ables s 60 INE05F407 S e p t e m ber September Secure Receiv 191 Month 11 NA AE2 15.00 21, 2022 21, 2027 d ables s 60 INE05F407 F e b r u ary 01, February 01, Secure Receiv 192 Month 10.5 NA AF9 100.00 2023 2028 d ables s 151Seri ISIN Principal Date of Tenur Cou Redemptio Secur Cre Sec es Outstandi Allotment e / pon n date/ ed / dit urit ng (Rs in Perio (p.a. schedule unsec Rati y Lakhs) d of ) in ured ng Matu % rity 36 INE05F407 M a r c h 20, March 20, Secure Receiv 193 month 9.75 NA AK9 33.00 2023 2026 d ables s 60 INE05F407 M a r c h 18, 10.2 March 18, Secure Receiv 193 Month NA AG7 53.50 2023 5 2028 d ables s 36 INE05F407 M a r c h 20, 10.7 March 20, Secure Receiv 193 month NA AH5 58.00 2023 5 2026 d ables s 60 INE05F407 M a r c h 20, 11.7 March 20, Secure Receiv 193 Month NA AI3 14.00 2023 5 2028 d ables s 60 INE05F407 M a r c h 31, 10.2 March 30, Secure Receiv 194 Month NA AQ6 33.00 2023 5 2028 d ables s 36 INE05F407 M a r c h 31, 10.7 March 31, Secure Receiv 194 month NA AP8 15.00 2023 5 2026 d ables s 60 INE05F407 M a r c h 31, 11.7 March 31, Secure Receiv 194 Month NA AO1 25.00 2023 5 2028 d ables s 36 INE05F407 J u l y 0 1, July 01, Secure Receiv 195 month 9.75 NA AR4 65.00 2023 2026 d ables s 36 INE05F407 J u l y 0 1, 10.7 July 01, Secure Receiv 195 month NA AU8 70.00 2023 5 2026 d ables s 36 INE05F407 A u g u s t 01, August 01, Secure Receiv 196 month 9.75 NA AY0 8.00 2023 2026 d ables s 36 INE05F407 A u g u s t 01, 10.7 August 01, Secure Receiv 196 month NA AV6 10.00 2023 5 2026 d ables s 36 INE05F407 S e p t e m b er September Secure Receiv 197 month 9.75 NA BX0 6.00 01, 2023 01, 2026 d ables s 24 INE05F407 S e p t e m b er September Secure Receiv 197 Month 10 NA BW2 5.00 01, 2023 01, 2025 d ables s 152Seri ISIN Principal Date of Tenur Cou Redemptio Secur Cre Sec es Outstandi Allotment e / pon n date/ ed / dit urit ng (Rs in Perio (p.a. schedule unsec Rati y Lakhs) d of ) in ured ng Matu % rity 36 INE05F407 O c t o b e r 09, October 09, Secure Receiv 198 month 9.75 NA BY8 29.00 2023 2026 d ables s Total Principal 2,110.80 Outstanding Add: Int Accrued 453.34 Net Oustanding 2,564.14 ii) Unpaid Matured Debentures & Interest thereon As on June 30, 2025, the Company has an unclaimed privately placed, secured redeemable, non-convertible debentures of ₹ 12.00 lakhs. Serie ISIN Principal Date of Tenur Cou Redemptio Secure Cre Securit s Outstandi Allotment e / pon n date/ d / dit y ng (Rs in Period (p.a.) schedule unsec Rati Lakhs) of in % ured ng Matur ity 64 J a n u a r y May Secure Receiv 143 NA month 18.75 NA 0.25 09,2013 09,2018 d ables s 60 INE05F407 F e b r u a r y February Secure Receiv 176 Month 10.5 NA 200 5.00 27,2020 27,2025 d ables s 36 INE05F407 J u n e 1 1 , June 11, Secure Receiv 189 month 9.04 NA 937 5.10 2022 2025 d ables s Total Principal 10.35 Outstanding Add: Int Accrued 1.65 Net outstanding 12.00 153iii) Secured Redeemable non-convertible debentures (public issue): The company has issued by way of public issue, secured, unlisted, redeemable, non-convertible debentures of which ₹33,021.57 lakhs is outstanding as on June 30, 2025 the details of which are set forth below: Pub Ser ISIN Amount Date Tenur Cou Redem Secur Credit Securi lic ies Outstandin of e / pon ption ed / Rating ty Issu g (₹ in Allot Perio (p.a.) date/ unsec e Lakhs) ment d of in % schedul ured Matur e ity NC D Dece 24 Decemb IND Loan Pub m b e r 9.75 Secure V INE05F40 Month er 21, BBB/St receiva lic 204.27 21, % d 7BF7 s 2025 able bles Issu 2023 e 1 NC D Dece 24 Decemb IND Loan Pub m b e r 10.2 Secure V INE05F40 Month er 21, BBB/St receiva lic 254.98 21, 5% d 7BN1 s 2025 able bles Issu 2023 e 1 NC D Dece 24 Decemb IND Loan Pub m b e r 9.75 Secure VI INE05F40 Month er 21, BBB/St receiva lic 148.11 21, % d 7BI1 s 2025 able bles Issu 2023 e 1 NC D Dece 24 Decemb IND Loan Pub m b e r 10.2 Secure VI INE05F40 Month er 21, BBB/St receiva lic 116.16 21, 5% d 7BP6 s 2025 able bles Issu 2023 e 1 NC D Dece 36 Decemb IND Loan Pub m b e r 10.2 Secure VII INE05F40 Month er 21, BBB/St receiva lic 1,046.72 21, 5% d 7BG5 s 2026 able bles Issu 2023 e 1 NC D Dece 36 Decemb IND Loan Pub m b e r 10.7 Secure VII INE05F40 Month er 21, BBB/St receiva lic 881.42 21, 5% d 7BM3 s 2026 able bles Issu 2023 e 1 Dece NC 36 Decemb IND Loan VII m b e r 10.2 Secure D INE05F40 Month er 21, BBB/St receiva I 381.38 21, 5% d Pub 7BH3 s 2026 able bles 2023 lic 154Pub Ser ISIN Amount Date Tenur Cou Redem Secur Credit Securi lic ies Outstandin of e / pon ption ed / Rating ty Issu g (₹ in Allot Perio (p.a.) date/ unsec e Lakhs) ment d of in % schedul ured Matur e ity Issu e 1 NC D Dece 36 Decemb IND Loan Pub VII m b e r 10.7 Secure INE05F40 Month er 21, BBB/St receiva lic I 268.86 21, 5% d 7BO9 s 2026 able bles Issu 2023 e 1 NC D Dece 60 Decemb IND Loan Pub m b e r 10.5 Secure IX INE05F40 Month er 21, BBB/St receiva lic 1,188.78 21, 0% d 7BB6 s 2028 able bles Issu 2023 e 1 NC D Dece 60 Decemb IND Loan Pub m b e r 11.0 Secure IX INE05F40 Month er 21, BBB/St receiva lic 1,030.72 21, 0% d 7BL5 s 2028 able bles Issu 2023 e 1 NC D Dece 60 Decemb IND Loan Pub m b e r 10.5 Secure X INE05F40 Month er 21, BBB/St receiva lic 37.01 21, 0% d 7BJ9 s 2028 able bles Issu 2023 e 1 NC D Dece 60 Decemb IND Loan Pub m b e r 11.0 Secure X INE05F40 Month er 21, BBB/St receiva lic 104.05 21, 0% d 7BQ4 s 2028 able bles Issu 2023 e 1 NC D Dece 75 March IND Loan Pub m b e r 11.0 Secure XI INE05F40 Month 21, BBB/St receiva lic 1,251.32 21, 0% d 7AZ7 s 2030 able bles Issu 2023 e 1 NC May 36 IND Loan INE05F40 10.7 May 27, Secure D S07 27, Month BBB/St receiva 7CB4 1,151.83 5 2027 d Pub 2024 s able bles lic 155Pub Ser ISIN Amount Date Tenur Cou Redem Secur Credit Securi lic ies Outstandin of e / pon ption ed / Rating ty Issu g (₹ in Allot Perio (p.a.) date/ unsec e Lakhs) ment d of in % schedul ured Matur e ity Issu e 2 NC D May 60 IND Loan Pub INE05F40 10.6 May 27, Secure S10 27, Month BBB/St receiva lic 7CC2 112.76 3 2029 d 2024 s able bles Issu e 2 NC D May 36 IND Loan Pub INE05F40 10.6 May 27, Secure S08 27, Month BBB/St receiva lic 7CD0 349.50 6 2027 d 2024 s able bles Issu e 2 NC D May 75 IND Loan Pub INE05F40 11.7 July 27, Secure S11 27, Month BBB/St receiva lic 7CE8 784.84 3 2030 d 2024 s able bles Issu e 2 NC D May 18 Novem IND Loan Pub INE05F40 10.3 Secure S04 27, Month ber 26, BBB/St receiva lic 7CF5 222.24 4 d 2024 s 2025 able bles Issu e 2 NC D May 24 IND Loan Pub INE05F40 10.4 May 27, Secure S06 27, Month BBB/St receiva lic 7CG3 142.81 5 2026 d 2024 s able bles Issu e 2 NC D May 60 IND Loan Pub INE05F40 May 27, Secure S09 27, Month 10.8 BBB/St receiva lic 7CH1 732.43 2029 d 2024 s able bles Issu e 2 NC May 24 IND Loan INE05F40 May 27, Secure D S05 27, Month 10.6 BBB/St receiva 7CI9 250.90 2026 d Pub 2024 s able bles lic 156Pub Ser ISIN Amount Date Tenur Cou Redem Secur Credit Securi lic ies Outstandin of e / pon ption ed / Rating ty Issu g (₹ in Allot Perio (p.a.) date/ unsec e Lakhs) ment d of in % schedul ured Matur e ity Issu e 2 NC D May 18 Novem IND Loan Pub INE05F40 Secure S03 27, Month 10.5 ber 26, BBB/St receiva lic 7CJ7 145.37 d 2024 s 2025 able bles Issu e 2 NC D Septe October IND Loan Pub INE05F40 m b e r 400 Secure S02 10.8 16, BBB/St receiva lic 7CK5 811.07 11, Days d 2025 able bles Issu 2024 e 3 NC D Septe 60 Septem IND Loan Pub INE05F40 m b e r 11.0 Secure S08 Month ber 11, BBB/St receiva lic 7CL3 71.30 11, 3 d s 2029 able bles Issu 2024 e 3 NC D Septe 36 Septem IND Loan Pub INE05F40 m b e r 11.2 Secure S05 Month ber 11, BBB/St receiva lic 7CM1 2,556.90 11, 5 d s 2027 able bles Issu 2024 e 3 NC D Septe 20 IND Loan Pub INE05F40 m b e r 10.7 May 11, Secure S04 Month BBB/St receiva lic 7CN9 286.42 11, 7 2026 d s able bles Issu 2024 e 3 NC D Septe 60 Septem IND Loan Pub INE05F40 m b e r Secure S07 Month 11.5 ber 11, BBB/St receiva lic 7CO7 1,473.70 11, d s 2029 able bles Issu 2024 e 3 Septe NC 20 IND Loan INE05F40 m b e r May 11, Secure D S03 Month 10.8 BBB/St receiva 7CP4 276.18 11, 2026 d Pub s able bles 2024 lic 157Pub Ser ISIN Amount Date Tenur Cou Redem Secur Credit Securi lic ies Outstandin of e / pon ption ed / Rating ty Issu g (₹ in Allot Perio (p.a.) date/ unsec e Lakhs) ment d of in % schedul ured Matur e ity Issu e 3 NC D Septe 36 Septem IND Loan Pub INE05F40 m b e r 11.0 Secure S06 Month ber 11, BBB/St receiva lic 7CQ2 447.79 11, 8 d s 2027 able bles Issu 2024 e 3 NC D Septe 73 October IND Loan Pub INE05F40 m b e r 12.0 Secure S09 Month 11, BBB/St receiva lic 7CR0 1,171.50 11, 7 d s 2030 able bles Issu 2024 e 3 NC D Septe October IND Loan Pub INE05F40 m b e r 400 Secure S01 10.7 16, BBB/St receiva lic 7CS8 1,253.65 11, Days d 2025 able bles Issu 2024 e 3 NC D Januar 20 Septem IND Loan Pub INE05F40 10.1 Secure S04 y 29, month ber 29, BBB/St receiva lic 7CT6 182.39 5 d 2025 s 2026 able bles Issu e 4 NC D Januar March IND Loan Pub INE05F40 400 Secure S01 y 29, 10 05, BBB/St receiva lic 7CU4 1,194.87 days d 2025 2026 able bles Issu e 4 NC D Januar March IND Loan Pub INE05F40 400 Secure S02 y 29, 10 05, BBB/St receiva lic 7CV2 1,427.60 days d 2025 2026 able bles Issu e 4 NC Januar 36 January IND Loan INE05F40 10.7 Secure D S05 y 29, month 29, BBB/St receiva 7CW0 1,625.13 5 d Pub 2025 s 2028 able bles lic 158Pub Ser ISIN Amount Date Tenur Cou Redem Secur Credit Securi lic ies Outstandin of e / pon ption ed / Rating ty Issu g (₹ in Allot Perio (p.a.) date/ unsec e Lakhs) ment d of in % schedul ured Matur e ity Issu e 4 NC D Januar 36 January IND Loan Pub INE05F40 10.7 Secure S06 y 29, month 29, BBB/St receiva lic 7CX8 381.50 5 d 2025 s 2028 able bles Issu e 4 NC D Januar 60 January IND Loan Pub INE05F40 Secure S07 y 29, month 11 29, BBB/St receiva lic 7CY6 919.59 d 2025 s 2030 able bles Issu e 4 NC D Januar 60 January IND Loan Pub INE05F40 Secure S08 y 29, month 11 29, BBB/St receiva lic 7CZ3 67.46 d 2025 s 2030 able bles Issu e 4 NC D Januar 20 Septem IND Loan Pub INE05F40 10.1 Secure S03 y 29, month ber 29, BBB/St receiva lic 7DA4 143.42 5 d 2025 s 2026 able bles Issu e 4 NC D Januar 73 Februar IND Loan Pub INE05F40 Secure S09 y 29, month 11 y 27, BBB/St receiva lic 7DB2 1,028.75 d 2025 s 2031 able bles Issu e 4 NC D IND Loan Pub INE05F40 400 Secure S01 45768 10 46168 BBB/St receiva lic 7DC0 879.77 Days d able bles Issu e 5 NC IND Loan INE05F40 400 Secure D S02 45768 10 46168 BBB/St receiva 7DD8 987.03 Days d Pub able bles lic 159Pub Ser ISIN Amount Date Tenur Cou Redem Secur Credit Securi lic ies Outstandin of e / pon ption ed / Rating ty Issu g (₹ in Allot Perio (p.a.) date/ unsec e Lakhs) ment d of in % schedul ured Matur e ity Issu e 5 NC D 36 IND Loan Pub INE05F40 10.7 Secure S03 45768 month 46863 BBB/St receiva lic 7DG1 2,301.18 5 d s able bles Issu e 5 NC D 36 IND Loan Pub INE05F40 10.7 Secure S04 45768 month 46863 BBB/St receiva lic 7DF3 757.07 5 d s able bles Issu e 5 NC D 73 IND Loan Pub INE05F40 10.7 Secure S05 45768 month 47988 BBB/St receiva lic 7DE6 930.19 5 d s able bles Issu e 5 Principle outstanding 31,980.92 Add: Interest Accrued 1,040.65 Net Outstanding 33,021.57 a. Collateralized borrowing and lending obligation As on June 30, 2025 the company has no outstanding collateralised borrowing and lending obligations. e. Corporate Guarantee The company has not issued any corporate guarantee as on June 30, 2025. f. Details of unsecured borrowings: 1. Commercial Papers The company has not issued any commercial papers as on June 30, 2025. 2. Inter-Corporate Deposits The company has not borrowed any amount by way of inter-corporate deposits as on June 30, 2025. 3. Inter-Corporate Loans 160The company has not borrowed any amount by way of demand loans under the same management as on June 30, 2025. 4. Loan from Directors and Relatives of Directors: As on June 30, 2025 the company has no outstanding on loan from directors. 5. Subordinated Debts i) The company has issued on private placement basis, unsecured, redeemable, subordinated debts under various series of which ₹ 19,461.76 lakhs is cumulatively outstanding as on June 30, 2025, the details of which are set forth below: Series I Amount Date of Redemptio Secured / Tenure Coupon Credit S Outstandin Allotmen n date Unsecured (p.a.) in % Rating I g as on June t N 30, 2025 (₹ in Lakhs) N J u l y July 60 15 Unsecured 9.75% NA A 181.64 01,2020 01,2025 Months N J u l y July 60 15 Unsecured 10.97% NA A 129.47 01,2020 01,2025 Months N A u g u s t A ugust 60 16 Unsecured 9.00% NA A 10.00 03,2020 03,2025 Months N A u g u s t A ugust 60 16 Unsecured 9.75% NA A 404.41 03,2020 03,2025 Months N A u g u s t A ugust 60 16 Unsecured 10.97% NA A 356.96 03,2020 03,2025 Months N S e p t e m b e S e ptember 60 17 Unsecured 9.00% NA A 188.94 r 02,2020 02,2025 Months N S e p t e m b e S e ptember 60 17 Unsecured 9.75% NA A 129.36 r 02,2020 02,2025 Months N O c t o b e r O ctober 60 18 Unsecured 9.25% NA A 168.23 03,2020 03,2025 Months N O c t o b e r O ctober 60 18 Unsecured 10.00% NA A 162.30 03,2020 03,2025 Months N N o v e m b e N o vember 60 19 Unsecured 9.85% NA A 468.36 r 02,2020 02,2025 Months N N o v e m b e N o vember 60 19 Unsecured 10.50% NA A 262.57 r 02,2020 02,2025 Months N D e c e m b e D e cember 60 20 Unsecured 9.85% NA A 234.09 r 02,2020 02,2025 Months N D e c e m b e D e c ember 60 20 Unsecured 10.50% NA A 76.95 r 02,2020 02,2025 Months 161Series I Amount Date of Redemptio Secured / Tenure Coupon Credit S Outstandin Allotmen n date Unsecured (p.a.) in % Rating I g as on June t N 30, 2025 (₹ in Lakhs) N J a n u a r y J anuary 60 21 Unsecured 10.25% NA A 743.56 01,2021 01,2026 Months N J a n u a r y J anuary 60 21 Unsecured 11.00% NA A 240.44 01,2021 01,2026 Months N F e b r u a r y F ebruary 60 22 Unsecured 10.25% NA A 615.97 01,2021 01,2026 Months N F e b r u a r y F ebruary 60 22 Unsecured 11.00% NA A 198.04 01,2021 01,2026 Months N M a r c h M arch 60 23 Unsecured 9.20% NA A 71.75 03,2021 03,2026 Months N M a r c h M arch 60 23 Unsecured 10.45% NA A 54.06 03,2021 03,2026 Months N M a r c h M arch 60 24 Unsecured 10.25% NA A 370.48 22,2021 22,2026 Months N M a r c h M arch 60 24 Unsecured 11.00% NA A 91.26 22,2021 22,2026 Months N A p r i l April 60 25 Unsecured 10.25% NA A 253.49 21,2021 21,2026 Months N A p r i l A pril 60 25 Unsecured 11.00% NA A 38.00 21,2021 21,2026 Months N M a y May 60 26 Unsecured 10.00% NA A 294.42 24,2021 24,2026 Months N M a y M ay 60 26 Unsecured 11.00% NA A 27.30 24,2021 24,2026 Months N J u n e June 60 27 Unsecured 10.00% NA A 255.42 21,2021 21,2026 Months N J u n e J une 60 27 Unsecured 11.00% NA A 67.46 21,2021 21,2026 Months N J u l y July 60 28 Unsecured 10.00% NA A 208.30 21,2021 21,2026 Months N J u l y J uly 60 28 Unsecured 11.00% NA A 84.29 21,2021 21,2026 Months N A u g u s t A ugust 60 29 Unsecured 10.00% NA A 284.48 20,2021 20,2026 Months N A u g u s t A ugust 60 29 Unsecured 11.00% NA A 86.05 20,2021 20,2026 Months 162Series I Amount Date of Redemptio Secured / Tenure Coupon Credit S Outstandin Allotmen n date Unsecured (p.a.) in % Rating I g as on June t N 30, 2025 (₹ in Lakhs) N S e p t e m b e S e ptember 60 30 Unsecured 10.00% NA A 316.82 r 20,2021 20,2026 Months N S e p t e m b e S e p tember 60 30 Unsecured 11.00% NA A 90.05 r 20,2021 20,2026 Months N O c t o b e r O ctober 60 31 Unsecured 10.00% NA A 396.48 20,2021 20,2026 Months N O c t o b e r O c tober 60 31 Unsecured 11.00% NA A 78.55 20,2021 20,2026 Months N N o v e m b e N o vember 60 32 Unsecured 9.00% NA A 186.40 r 19,2021 19,2026 Months N N o v e m b e N o v ember 60 32 Unsecured 10.00% NA A 48.30 r 19,2021 19,2026 Months N D e c e m b e D e cember 60 33 Unsecured 9.00% NA A 253.40 r 20,2021 20,2026 Months N D e c e m b e D e cember 60 33 Unsecured 10.00% NA A 109.39 r 20,2021 20,2026 Months N J a n u a r y J a nuary 60 34 Unsecured 9.00% NA A 82.05 20,2022 20,2027 Months N J a n u a r y J a nuary 60 34 Unsecured 10.00% NA A 57.27 20,2022 20,2027 Months N F e b r u a r y F e b ruary 60 35 Unsecured 8.00% NA A 55.45 02,2022 02,2027 Months N F e b r u a r y F e b ruary 60 35 Unsecured 9.00% NA A 24.10 02,2022 02,2027 Months N M a r c h M a rch 60 36 Unsecured 8.00% NA A 8.50 04,2022 04,2027 Months N M a r c h M a rch 60 36 Unsecured 9.00% NA A 5.80 04,2022 04,2027 Months N J u l y July 60 37 Unsecured 9.50% NA A 627.69 19,2022 19,2027 Months N J u l y July 60 37 Unsecured 11.00% NA A 475.90 19,2022 19,2027 Months N A u g u s t A ugust 60 38 Unsecured 9.50% NA A 166.75 19,2022 19,2027 Months N A u g u s t A ugust 60 38 Unsecured 11.00% NA A 78.81 19,2022 19,2027 Months 163Series I Amount Date of Redemptio Secured / Tenure Coupon Credit S Outstandin Allotmen n date Unsecured (p.a.) in % Rating I g as on June t N 30, 2025 (₹ in Lakhs) N S e p t e m b e S e ptember 60 39 Unsecured 10.00% NA A 453.44 r 27,2022 27,2027 Months N S e p t e m b e S e ptember 60 39 Unsecured 12.00% NA A 395.91 r 27,2022 27,2027 Months N O c t o b e r O ctober 60 40 Unsecured 10.25% NA A 630.45 28,2022 28,2027 Months N O c t o b e r O ctober 60 40 Unsecured 12.00% NA A 287.96 28,2022 28,2027 Months N N o v e m b e N o vember 60 41 Unsecured 10.25% NA A 366.30 r 28,2022 28,2027 Months N N o v e m b e N o vember 60 41 Unsecured 12.00% NA A 238.10 r 28,2022 28,2027 Months N D e c e m b e D e cember 60 42 Unsecured 10.25% NA A 242.07 r 26,2022 26,2027 Months N D e c e m b e D e cember 60 42 Unsecured 12.00% NA A 165.31 r 26,2022 26,2027 Months N J a n u a r y J anuary 60 43 Unsecured 10.50% NA A 303.02 25,2023 25,2028 Months N J a n u a r y J anuary 60 43 Unsecured 12.00% NA A 162.28 25,2023 25,2028 Months N F e b r u a r y F ebruary 60 44 Unsecured 10.50% NA A 248.46 25,2023 25,2028 Months N F e b r u a r y F ebruary 60 44 Unsecured 12.00% NA A 108.85 25,2023 25,2028 Months N M a r c h M arch 60 45 Unsecured 10.50% NA A 204.38 27,2023 27,2028 Months N M a r c h M arch 60 45 Unsecured 12.00% NA A 73.96 27,2023 27,2028 Months N A p r i l April 60 46 Unsecured 10.50% NA A 188.60 26,2023 26,2028 Months N A p r i l A pril 60 46 Unsecured 12.00% NA A 81.88 26,2023 26,2028 Months N M a y May 60 47 Unsecured 10.00% NA A 148.64 29,2023 29,2028 Months N M a y M ay 60 47 Unsecured 11.00% NA A 36.56 29,2023 29,2028 Months 164Series I Amount Date of Redemptio Secured / Tenure Coupon Credit S Outstandin Allotmen n date Unsecured (p.a.) in % Rating I g as on June t N 30, 2025 (₹ in Lakhs) N J u n e June 60 48 Unsecured 10.00% NA A 378.91 30,2023 30,2028 Months N J u n e J une 60 48 Unsecured 11.00% NA A 76.12 30,2023 30,2028 Months N J u l y July 60 49 Unsecured 10.00% NA A 142.97 29,2023 29,2028 Months N J u l y J uly 60 49 Unsecured 11.00% NA A 54.80 29,2023 29,2028 Months N M a y May 60 50 Unsecured 12.00% NA A 363.95 29,2024 29,2029 Months N M a y M ay 60 50 Unsecured 14.00% NA A 88.43 29,2024 29,2029 Months N J u n e June 60 51 Unsecured 12.00% NA A 232.05 28,2024 28,2029 Months N J u n e J une 60 51 Unsecured 14.00% NA A 50.65 28,2024 28,2029 Months N S e p t e m b e S e p t e mber 60 52 Unsecured 11.00% NA A 3.00 r 13,2024 13,2029 Months N S e p t e m b e S e ptember 60 52 Unsecured 11.50% NA A 295.00 r 13,2024 13,2029 Months N S e p t e m b e S e p t e mber 60 52 Unsecured 12.85% NA A 0.50 r 13,2024 13,2029 Months N S e p t e m b e S e ptember 60 52 Unsecured 13.75% NA A 224.90 r 13,2024 13,2029 Months N O c t o b e r O c tober 60 53 Unsecured 12.85% NA A 13.52 16,2024 16,2029 Months N O c t o b e r O ctober 60 53 Unsecured 11.00% NA A 194.54 17,2024 17,2029 Months N N o v e m b e N o vember 60 54 Unsecured 11.00% NA A 289.25 r 26,2024 26,2029 Months N N o v e m b e N o v ember 60 54 Unsecured 12.85% NA A 94.26 r 26,2024 26,2029 Months N N o v e m b e N o v e mber 60 54 Unsecured 13.40% NA A 2.00 r 26,2024 26,2029 Months N M a r c h M arch 60 55 Unsecured 11.40% NA A 533.43 15,2025 15,2030 Months 165Series I Amount Date of Redemptio Secured / Tenure Coupon Credit S Outstandin Allotmen n date Unsecured (p.a.) in % Rating I g as on June t N 30, 2025 (₹ in Lakhs) N M a r c h M arch 60 55 Unsecured 13.40% NA A 157.80 15,2025 15,2030 Months N A p r i l A pril 60 56 Unsecured 10.25% NA A 18.80 25,2025 25,2030 Months N A p r i l A p ril 60 56 Unsecured 12.00% NA A 2.00 25,2025 25,2030 Months N A p r i l A pril 60 57 Unsecured 11.25% NA A 49.60 19,2025 19,2030 Months N A p r i l A p ril 60 57 Unsecured 13.25% NA A 2.00 19,2025 19,2030 Months N A p r i l April 60 58 Unsecured 10.25% NA A 166.75 26,2025 26,2030 Months N A p r i l A pril 60 58 Unsecured 12.00% NA A 57.53 26,2025 26,2030 Months Total 17,648.69 Principal Outstanding Add: Interest 1,813.07 Accrued Net 19,461.76 Outstanding Amount ii) The company has unclaimed private placement basis, unsecured redeemable, subordinate debt of ₹ 152.46 lakhs. Series ISIN Amount Date of Redempt Secured / Tenu Coupon Credit Outstanding Allotmen ion date Unsecured re (p.a.) in Rating as on June t % 30, 2025 (₹ in Lakhs) 60 J a n u a r y J a n u ary 9 NA Unsecured Mont 10.00% NA 8.28 01,2020 01,2025 hs 60 J a n u a r y J a n u ary 9 NA Unsecured Mont 11.29% NA 0.35 01,2020 01,2025 hs 166Series ISIN Amount Date of Redempt Secured / Tenu Coupon Credit Outstanding Allotmen ion date Unsecured re (p.a.) in Rating as on June t % 30, 2025 (₹ in Lakhs) 60 February February 10 NA 0.50 Unsecured Mont 11.29% NA 03,2020 03,2025 hs 60 March March 11 NA 3.00 Unsecured Mont 10.00% NA 03,2020 03,2025 hs 60 March March 11 NA 1.50 Unsecured Mont 11.29% NA 03,2020 03,2025 hs 60 April April 12 NA 7.45 Unsecured Mont 10.00% NA 20,2020 20,2025 hs 60 April April 12 NA 4.20 Unsecured Mont 11.29% NA 20,2020 20,2025 hs 60 May May 13 NA 5.00 Unsecured Mont 10.00% NA 20,2020 20,2025 hs 60 May May 13 NA 0.10 Unsecured Mont 11.29% NA 20,2020 20,2025 hs 60 June June 14 NA 39.81 Unsecured Mont 9.75% NA 01,2020 01,2025 hs 60 June June 14 NA 50.33 Unsecured Mont 10.97% NA 01,2020 01,2025 hs Total Principal 120.52 Outstanding Add: Interest 31.94 Accrued Net outstanding 152.46 6. Perpetual Debt Instrument Company has no outstanding on perpetual debts on June 30, 2025 7. Details of Unsecured Term Loans 167The company has not availed any unsecured term loan facilities as on June 30, 2025. Name of Type of Amount Principal Repayment Credit Lender Facilities Sanctioned Amount Date/Schedule Rating, if Outstanding applicable NIL Servicing behaviour on existing debt securities, payment of due interest on due dates on financing facilities or debt securities The Company confirms that there has not been any servicing behaviour on existing debt securities, payment of due interest on due dated on financing facilities or debt securities as on the date of Draft Prospectus. Details of all defaults and/or delay in payments of interest and principal of any kind of term loans, debt securities, commercial paper (including technical delay) and other financial indebtedness including corporate guarantee or letters of comfort issued by the company in the preceding three years and the current financial year. As on the date of this Draft Prospectus, there has been no rescheduling, default and/or delay in payment of principal or interest on any existing term loan, debt security(ies), commercial paper (including technical delay) or any other financial indebtedness including corporate guarantee or letter of comfort issued by the Issuer in the past three years and the current financial year. Details of any outstanding borrowings taken/ debt securities issued where taken/ issued (a) for consideration other than cash, whether in whole or in part, (b) at a premium or discount, or (c) in pursuance of an option as on June 30, 2025 Company has nil outstanding borrowings taken / debt securities issued where taken/issued (a) for consideration other than cash, whether in whole or in part, (b) at a premium or discount, or (c) in pursuance of an option as on June 30, 2025. Details of bank fund-based facilities /rest of borrowings (if any, including hybrid debt instruments such as foreign currency convertible bonds (FCCB) or optionally convertible debentures and preference shares from financial institutions or financial creditors as on June 30, 2025 Company does not have any bank fund-based facilities /rest of borrowings (if any, including hybrid debt instruments such as foreign currency convertible bonds or optionally convertible debentures and preference shares from financial institutions or financial creditors, as on June 30, 2025. Restrictive covenants under the financing arrangements: Many of the financing agreements include various restrictive conditions and covenants restricting certain corporate actions, and the company is required to take the prior approval of the lender/Debenture Trustee before carrying out such activities. For instance, the company, inter alia, is required to obtain the prior written consent in the following instances: (i) To declare/pay any dividend to the shareholders/stake holders. (ii) To repay monies brought in by the promoters / directors/principal shareholders and friends and relatives by way of deposits / loans / advances. (iii) Effect any change in the constitution of the organisation. (iv) Effect any change in the Unit’s Capital Structure where shareholding of existing promoter(s) is diluted. (v) Implement any scheme of expansion / modernization / diversification / renovation or acquire any fixed assets during any accounting year, except such schemes which have already been approved by the Bank. (vi) Formulate any scheme of amalgamation or reconstruction or merger or demerger. 168(vii) Invest by way of share capital or lend or advance funds to or place deposits with any other concern (including group companies). However, normal trade credit or security deposits in the normal course of business or advances to employees can be excluded. (viii) Enter into borrowing arrangements either secured or unsecured with any other bank, Financial Institution, company or person. (ix) Undertake guarantee obligations on behalf of any other company, firm, director or person. (x) Declare dividends for any year except out of profits relating to that year after making all due and necessary provisions and provided further that no default had occurred in any repayment obligations. (xi) Transfer of controlling interest or effect any drastic change in their management setup including resignation of directors, promoters, key managerial personnel. (xii) Securitization of loan assets of the Company. (xiii) Effect any change in the remuneration payable to the Directors / Partners, etc.either in the form of siting fees or otherwise. (xiv) Pay guarantee commission to the guarantors whose guarantees have been stipulated / furnished for the credit limits sanctioned by the Bank. (xv) Create any further charge, lien or encumbrance over the assets and properties of the Unit/ Guarantors to be charged / charged to the Bank in favour of any other bank, Financial Institution, firm or person. (xvi) Sell, assign, mortgage or otherwise dispose off any of the fixed assets charged to the Bank. (xvii) Undertake any trading activity other than the sale of produce arising out of its own manufacturing / trading operations. (xviii) Open any account with any other bank. (xix) Undertake any expansion/ modernization/ diversification programme/new line of business or manufacture other than incurring routine capital expenditure. (xx) Change the accounting system/ policies in regard to stock valuation, depreciation of fixed assets, payment of dividends etc. (xxi) Enter into contractual obligation of a long-term nature for an unrelated activity. (xxii) Issuance of Bank guarantees with auto renewal clause except in favour of government departments for business purposes. (xxiii) Approach Capital market for mobilizing additional resources in form of debt or equity. 169SECTION VI - ISSUE RELATED INFORMATION TERMS OF THE ISSUE Authority for the Issue At the meeting of the Board of Directors of our Company held on June 11, 2025, the Board of Directors approved the issuance of NCDs of the face value ₹1,000 each for an amount aggregating up to ₹7,500 lakhs (“Base Issue Size”) with an option to retain oversubscription up to ₹ 5,000 lakh, aggregating up to ₹ 12,500 lakh (“Issue Size” or “Issue Limit”). Further, the present borrowing is within the borrowing limits under Section 180(1)(c) of the Companies Act, 2013, duly approved by the Shareholders’ vide their resolution passed at their AGM held on September 30, 2024. Principal Terms & Conditions of this Issue The NCDs being offered as part of the Issue are subject to the provisions of the SEBI NCS Regulations and the SEBI Master Circular, the applicable provisions of Companies Act, 2013, the Memorandum of Association and Articles of Association of our Company, the terms of this Prospectus, the Prospectus, the Application Forms, the terms and conditions of the Debenture Trusteeship Agreement, the Debenture Trust cum Hypothecation Deed, other applicable statutory and/or regulatory requirements including those issued from time to time by SEBI/the Government of India/BSE, RBI, and/or other statutory/regulatory authorities relating to the offer, issue and listing of securities and any other documents that may be executed in connection with the NCDs. Ranking of NCDs The NCDs being offered through this Issue would constitute direct and secured obligations of the Company and shall rank pari passu inter se, and subject to any obligations under applicable statutory and/or regulatory requirements, shall also, with regard to the amount invested, be secured by way of first charge with Existing Secured Creditors, on all movable assets, including book debts and receivables, cash and bank balances, other movable assets, loans and advances, both present and future of the Company equal to the value of one time of the NCDs outstanding plus interest accrued thereon. The claims of the NCD Holders shall be superior to the claims of any unsecured creditors, subject to applicable statutory and/or regulatory requirements. We have received necessary consents from the relevant lenders, debenture trustees and security trustees for creating an exclusive charge in favour of the Debenture Trustee in relation to the NCDs. In terms of the SEBI Master Circular for Debenture Trustees, our Company is required to obtain permissions or consents from or provide intimations to the prior creditors for proceeding with this Issue, if pari passu security is sought to be created. However, exclusive charge by way of hypothecation of identified book debts of the Company is being provided as security for this Issue and these assets have no prior charge by any creditor of our Company. Security The Issue comprises of public issue of NCDs of face value of ₹ 1,000 each. The principal amount of the NCDs to be issued in terms of this Prospectus together with all interest due on the NCDs, as well as all costs, charges, all fees, remuneration of Debenture Trustee and expenses payable in respect thereof shall be secured by way of first ranking pari passu charge with Existing Secured Creditors, on all movable assets, including book debts and receivables, cash and bank balances, other movable assets, loans and advances, both present and future of the Company equal to the value of one time of the NCDs outstanding plus interest accrued thereon. Prior to the filing of the listing application as prescribed under SEBI Regulations and other Applicable Laws, our Company will ensure 100.00% or higher security cover on the outstanding amount, including interest, for the NCDs at any time, by creating security in favour of the Debenture Trustee for the Debenture Holders. In terms of the SEBI Master Circular for Debenture Trustees, our Company has entered into the Debenture Trusteeship Agreement and in furtherance thereof intends to enter into a Debenture Trust cum Hypothecation Deed with the Debenture Trustee for the benefit of the NCD Holders, (“Debenture Trust cum Hypothecation 170Deed”), before the filing of listing application as prescribed under SEBI Regulations and other applicable laws. The terms of the Debenture Trust cum Hypothecation Deed shall govern the appointment of the Debenture Trustee and the issue of the NCDs. Under the terms of the Debenture Trust cum Hypothecation Deed, our Company will covenant with the Debenture Trustee that it will pay the Debenture Holders holding the NCDs the principal amount on the NCDs on the relevant redemption date and also that it will pay the interest due on the NCDs at the rate specified in this Prospectus and in the Debenture Trust cum Hypothecation Deed. The Debenture Trust cum Hypothecation Deed will also provide that our Company may withdraw any portion of the security subject to prior written consent of the Debenture Trustee and/or may replace with another asset of the same or a higher value subject to in accordance with Applicable Law(s). Our Company confirms that the Issue proceeds shall be kept in the Public Issue Account until the documents for creation of security i.e. the Debenture Trust cum Hypothecation Deed, is executed. The NCDs shall be considered as secured only if the charged asset is registered with sub-registrar and/or RoC or CERSAI or Depository etc., as applicable, or is independently verifiable by the Debenture Trustee. Further, in the event our Company fails to execute the Debenture Trust cum Hypothecation Deed within a timeline specified under Regulation 18 of SEBI NCS Regulations, our Company shall pay interest of at least 2% p.a. to each NCD Holder, over and above the agreed coupon rate, till the execution of the Debenture Trust cum Hypothecation Deed. Debenture Redemption Reserve Regulation 16 of the SEBI NCS Regulations and Section 71(4) of the Companies Act, 2013 states that where debentures are issued by any company, the company shall create a debenture redemption reserve out of the profits of the company available for payment of dividend. Rule 18(7) of the Companies (Share Capital and Debentures) Rules, 2014, as amended by Companies (Share Capital and Debentures) Amendment Rules, 2019, listed NBFC is not required to create a DRR in case of public issue of debentures. The rules further mandate that the company which is coming with a Public Issue shall deposit or invest, as the case may be, before the 30th day of April of each year a sum which shall not be less than 15% of the amount of its debentures maturing during the year ending on the 31st day of March of the next year in any one or more prescribed methods. Accordingly, our Company is not required to create a DRR for the NCDs proposed to be issued through this Issue. Further, our Company shall deposit or invest, as the case may be, before the 30th day of April of each year a sum which shall not be less than 15% of the amount of its debentures maturing during the year ending on the 31st day of March of the next year in any one or more following methods: (a) in deposits with any scheduled bank, free from charge or lien; (b) in unencumbered securities of the Central Government or of any State Government; (c) in unencumbered securities mentioned in clauses (a) to (d) and (ee) of Section 20 of the Indian Trusts Act, 1882; (d) in unencumbered bonds issued by any other company which is notified under clause (f) of Section 20 of the Indian Trusts Act, 1882. The abovementioned amount deposited or invested, must not be utilized for any purpose other than for the repayment of debentures maturing during the year provided that the amount remaining deposited or invested must not at any time fall below 15% of the amount of debentures maturing during year ending on the 31st day of March of that year, in terms of the applicable laws. Recovery Expense Fund Pursuant to SEBI Master Circular for Debenture Trustee, as amended, our Company is required to create a recovery expense fund. Our Company shall deposit in the recovery expense fund an amount equal to 0.01% of the issue size, subject to maximum of ₹25 lakhs. Settlement Guarantee Fund Our Company will deposit amounts in the settlement guarantee fund in the manner as specified in the SEBI Master Circular, if applicable. This fund has been created under the SEBI Master Circular to ensure upfront collection of charges from eligible issuers at the time of allotment of debt securities Face Value The face value of each NCD to be issued under this Issue shall be ₹ 1,000. 171NCD Holder not a Shareholder The NCD Holders will not be entitled to any of the rights and privileges available to the equity and/or preference shareholders of our Company, except to the extent of the right to receive the annual reports of our Company and such other rights as may be prescribed under the Companies Act, 2013 and the rules prescribed thereunder and the SEBI Listing Regulations. Rights of the NCD Holders Some of the significant rights available to the NCD Holders are as follows: 1. The NCDs shall not, except as provided under the Companies Act, 2013, our Memorandum of Association and Articles of Association and/or the Debenture Trust cum Hypothecation Deed, confer upon the NCD Holders thereof any rights or privileges available to our members including the right to receive notices or annual reports of, or to attend and/or vote, at our general meeting. However, if any resolution affecting the rights attached to the NCDs is to be placed before the members, the said resolution will first be placed before the concerned registered NCD Holders for their consideration. The opinion of the Debenture Trustee as to whether such resolution is affecting the right attached to the NCDs is final and binding on NCD Holders. In terms of Section 136 of the Companies Act, 2013, holders of NCDs shall be entitled to a copy of the balance sheet and copy of trust deed on a specific request made to us. 2. Subject to applicable statutory/regulatory requirements and terms of the Debenture Trust cum Hypothecation Deed, including requirements of the RBI, the rights, privileges and conditions attached to the NCDs may be varied, modified and/or abrogated with the consent in writing of the holders of at least three-fourths of the outstanding amount of the NCDs or with the sanction of a special resolution passed at a meeting of the concerned NCD Holders, provided that nothing in such consent or resolution shall be operative against us, where such consent or resolution modifies or varies the terms and conditions governing the NCDs, if the same are not acceptable to us. 3. Subject to applicable statutory/regulatory requirements and terms of Debenture Trust cum Hypothecation Deed, the registered NCD Holder or in case of joint-holders, the one whose name stands first in the register of debenture holders shall be entitled to vote in respect of such NCDs, either in person or by proxy, at any meeting of the concerned NCD Holders and every such NCD Holder shall be entitled to one vote on a show of hands and on a poll, his/her voting rights on every resolution placed before such meeting of the NCD Holders shall be in proportion to the outstanding nominal value of NCDs held by him/her. 4. The NCDs are subject to the provisions of the SEBI NCS Regulations and the SEBI Master Circular, the applicable provisions of Companies Act, 2013 and the Companies Act, 1956, our Memorandum and Articles of Association, the terms of this Prospectus, the Prospectus, , the terms and conditions of the Debenture Trust cum Hypothecation Deed, requirements of the RBI, other applicable statutory and/or regulatory requirements relating to this issue and listing, of securities and any other documents that may be executed in connection with the NCDs. 5. Subject to SEBI RTA Master Circular, for NCDs in physical form on account of re-materialization, a register of debenture holders will be maintained in accordance with Section 88 and Section 94 of the Companies Act, 2013 and all interest and principal sums becoming due and payable in respect of the NCDs will be paid to the registered holder thereof for the time being or in the case of joint-holders, to the person whose name stands first in the register of debenture holders as on the Record Date. For NCDs in dematerialized form, all interest and principal sums becoming due and payable in respect of the NCDs will be paid to the person for the time being appearing in the register of beneficial owners of the Depositories. In terms of Section 88(3) of the Companies Act, 2013, the register of beneficial owners maintained by a Depository for any NCD in dematerialised form under Section 11 of the Depositories Act shall be deemed to be a register of debenture holders for this purpose. The same shall be maintained at the Registered Office of our Company under Section 94 of the Companies Act, 2013 unless the same has been moved to another location after obtaining the consent of the NCD Holders as given thereunder. 6. A register of NCD Holders holding NCDs in physical form pursuant to rematerialisation of the NCDs issued pursuant to this Issue (“Register of NCD Holder”) will be maintained in accordance with Section 88 of the Companies Act, 2013 and all interest/redemption amounts and principal sums becoming due and payable in respect of the NCDs will be paid to the registered holder thereof for the time being or in the case of joint- 172holders, to the person whose name stands first in the Register of NCD Holders as on the Record Date. 7. Subject to compliance with RBI requirements, NCDs can be rolled over only with the consent of the holders of at least 75% of the outstanding amount of the NCDs after providing at least 15 days’ prior notice for such roll over and in accordance with the SEBI NCS Regulations. Our Company shall redeem the debt securities of all the debt securities holders, who have not given their positive consent to the roll-over. The aforementioned rights of the NCD Holders are merely indicative. The final rights of the NCD Holders will be as per the terms of this Prospectus, the Debenture Trust cum Hypothecation Deed to be executed between our Company and the Debenture Trustee. Debenture Trustees for the NCD Holders We have appointed MITCON Credentia Trusteeship Services Limited to act as the Debenture Trustees for the NCD Holders in terms of Regulation 8 of the SEBI NCS Regulations and Section 71(5) of the Companies Act, 2013 and the rules prescribed thereunder. We and the Debenture Trustee will execute a Debenture Trust cum Hypothecation Deed inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and us, within such period as specified under Regulation 18 of the SEBI NCS Regulations and on failure to do the same, we shall pay interest of at least two percent per annum to the NCD Holder(s), over and above the agreed coupon rate, till the execution of the trust deed, with respect to the NCDs. The NCD Holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or authorised officials to do all such acts, deeds, matters and things in respect of or relating to the NCDs as the Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest of the NCD Holder(s). Any payment made by us to the Debenture Trustee on behalf of the NCD Holder(s) shall discharge us pro tanto to the NCD Holder(s). The Debenture Trustee will protect the interest of the NCD Holders in the event of default by us in regard to timely payment of interest and repayment of principal and they will take necessary action at our cost. It is it the duty of the debenture trustee to monitor the security cover is maintained, however, the recovery of 100% of the amount shall depend on the market scenario prevalent at the time of enforcement of the security. Our Company shall not create any further encumbrances on the Security except with the prior approval of the Debenture Trustee. In the event of such request by our Company, the Debenture Trustee shall provide its approval for creation of further charges provided that our Company provides a certificate from a chartered accountant stating that after creation of such further charges, the required Security cover is maintained. At any time before the Security constituted hereunder becomes enforceable, the Debenture Trustee, may, at the request of our Company and without any consent of the NCD Holders, do or concur our Company in doing all or any of the things which our Company might have done in respect of the Security as if no security had been created and particularly, but not by way of limitation, the following assent to any modification of any contracts or arrangements which may be subsisting in relation to the Security. Events of Default Subject to the terms of the Debenture Trust cum Hypothecation Deed, the Debenture Trustee at its discretion may, take any actions in respect of Chapter X (Breach of Covenants, Default and Remedies) of the SEBI Debenture Trustees Master Circular in accordance with the provisions, inter alia, if any of the events listed below occurs. The description below is indicative and a complete list of events of default and its consequences will be specified in the Debenture Trust cum Hypothecation Deed: Indicative list of Events of Default: (i) Default is committed in payment of the Redemption Amount/Principal Amount of the NCDs on the Redemption Date or respective due date(s); (ii) Two consecutive defaults are committed in payment of any Interest Amount on the NCDs on the Interest Payment Date; (iii) Default is committed in payment of any other monies including costs, charges and expenses incurred by 173the Debenture Trustee, as per the Transaction Documents; (iv) Default is committed in the performance or observance of any material Terms, covenant, condition or provision or terms contained in Debenture Trust cum Hypothecation Deed and/or the Covenants and Conditions and of the Offer Document (other than the obligation to pay Redemption Amount and Interest) and, except where the Debenture Trustee certify that such default is in their opinion incapable of remedy (in which case no notice shall be required), such default continues for 30 days after written notice has been given thereof by the Debenture Trustee to the Company requiring the same to be remedied; (v) Default by the Company in maintaining the minimum Security Cover; (vi) Any indebtedness of the Company for borrowed monies i.e. indebtedness for and in respect of monies borrowed or raised (whether or not for cash consideration) by whatever means (including acceptances, credits, deposits and leasing) becomes due prior to its stated maturity by reason of default of the terms thereof or any such indebtedness is not paid at its stated maturity or there is a default in making payments due under any guarantee or indemnity given by the Company in respect of the such indebtedness of borrowed monies of any person and such default has not been cured or waived; (vii) Any information given by the Company in the Transaction Documents, reports and other information furnished by the Company in accordance with the reporting system and the warranties given/deemed to have been given by it to the Debenture Trustee is found to be misleading or incorrect in any material respect; (viii) If there is reasonable apprehension that the Company is unable to pay its debts or proceedings for taking it into liquidation, either voluntarily or compulsorily, may be or have been commenced or admitted by the court; (ix) If, the Movable/Hypothecated Properties have not been kept insured or depreciate in value to such an extent that in the opinion of the Debenture Trustee further Security should be given and on advising the Company to that effect such Security has not been given to the Debenture Trustee to their satisfaction; (x) The Company has voluntarily or involuntarily become the subject of proceedings under any bankruptcy or insolvency law and such proceeding is admitted by the court or the Company is voluntarily or involuntarily dissolved; and a court having jurisdiction shall enter a decree or order for relief in respect of the Company and such decree or order shall remain unstayed and in effect for a period of 30 (thirty) consecutive days or the Company has consented to the entry of an order for relief in an involuntary case under any such laws, or shall consent to the appointment of or taking possession by a receiver, liquidator, trustee, custodian, sequestrator or similar official of the Company or for any substantial part of its property or has made any general assignment for the benefit of the creditors, or has failed generally to pay its debts as they become due or shall take any corporate action in furtherance of any of the above. (xi) If a petition for winding up of the Company shall have been admitted or if an order of a court of competent jurisdiction is made or a notice shall have been given of a proposed resolution for the winding up of the Company or an effective resolution is passed for the winding up of the Company otherwise than in pursuance of a scheme of amalgamation or reconstruction previously approved in writing by the Debenture Trustee and duly carried out into effect (xii) The Company is unable to or has admitted in writing its inability to pay its debts as they mature; (xiii) If in the opinion of the Debenture Trustee further Security should be created to secure the NCDs and on advising the Company to the effect such Security has not been given to the Debenture Trustee to its reasonable satisfaction; (xiv) If an attachment or distress has been levied on the assets or any part thereof of the Hypothecated Property and/ or certificate proceedings have been taken or commenced for recovery of any dues from the Company; (xv) Except as provided Debenture Trust cum Hypothecation Deed and the Offer Document if, without the prior approval of the Debenture Trustee, the Hypothecated Property are sold, disposed of, charged, encumbered or alienated by the Company; 174(xvi) The Company has taken or suffered any action to be taken for its reorganisation, liquidation or dissolution. (xvii) A Receiver or a liquidator has been appointed or allowed to be appointed of all or any part of the undertaking of the Company; (xviii) If, any extra-ordinary circumstances have occurred which make it impossible for the Company to fulfil its obligation under these presents and/or the Offer Documents in relation to the NCDs; (xix) The Company without the consent of NCD holders ceases or threatens to cease to carry on its business as an NBFC or gives notice of its intention to do so or The RBI cancels or suspends the registration of the Company as an NBFC; (xx) When any breach of the terms of the prospectus inviting the subscriptions of debentures or of the covenants of Debenture Trust cum Hypothecation Deed is committed (xxi) If, the Company is unable to pay its debts or if the Company is carrying on business at a loss and it appears to the Debenture Trustee that continuation of its business will endanger the security hereby created; (xxii) After giving an opportunity of being heard to the Company, the Debenture Trustee is of the opinion that the Security of the NCD Holders is in jeopardy; (xxiii) If it is certified by an accountant or firm accountants appointed by the Debenture Trustee that the liabilities of the Company exceed its respective assets in violation of the Applicable Law(s); (xxiv) if the Company enters into amalgamation, reorganisation or reconstruction without the prior consent of the Debenture Trustee in writing; (xxv) When the company creates or attempts to create any charge on the mortgaged premises or any part thereof without the prior approval of the Debenture Trustees/NCD Holders; (xxvi) Any of the Transaction Documents cease to be in full force and effect; (xxvii) The Company, rescinds / repudiates or purports to rescind / repudiate or evidences an intention to rescind / repudiate any of the Transaction Documents to in whole or in part; (xxviii) if the Company shall, without the prior consent of the Debenture Trustee in writing, make or attempt to make any alteration to its memorandum and articles of association, which, affects adversely the interest of the NCD Holders; and. (xxix) If any litigation, arbitration, investigative or administrative proceedings is instituted against the Company that restrains the Company’s entry into or restricts the exercise of any of the Company’s rights under or compliance by the Company of any of its obligations under the Debenture Trust Deed and is not discharged or resolved within a period of 60 days of such institution, the Company shall request the Debenture Trustee in writing to extend the period for such resolution by such additional time as may seem reasonable before the expiry of these 60 days. The Debenture Trustee shall, within 3 days of receipt of such a request, call a meeting of the NCD Holders within to decide upon granting extension to the Company to resolve or discharge such litigation, arbitration, investigative or administrative proceedings. The decision of NCD Holders holding Majority Interest shall be communicated to the Company with regard to whether failure to resolve or discharge such litigation, arbitration, investigative or administrative proceedings shall constitute a material adverse effect. (xxx) If the following documents are not executed and/or perfected as the case maybe within the timeframe specified for each of such documents: a. Debenture Trust cum Hypothecation Deed is not executed/perfected before transfer of funds from the Public Issue Account as specified in this Prospectus. 175Minimum Subscription In terms of the SEBI NCS Regulations, for an issuer undertaking a public issue of debt securities the minimum subscription for public issue of debt securities shall be 75% of the Base Issue. If our Company does not receive the minimum subscription of 75% of Base Issue being ₹7,500 lakhs, within the prescribed timelines under the Companies Act and any rules thereto, the entire Application Amount blocked shall be unblocked in the relevant ASBA Account(s) of the Applicants within eight working days from the Issue Closing Date or such time as may be specified by the Board. In the event the Application Amount has been transferred to the Public Issue Account from the respective ASBA Accounts, such Application Amount shall be refunded from the Refund Account to the relevant ASBA Accounts(s) of the Applicants within eight working days from the Issue Closing Date, failing which the Company will become liable to refund the Application Amount along with interest at the rate 15 (fifteen) percent per annum for the delayed period. In the event of failure to list such securities within such days from the date of closure of issue as may be specified by the Board (scheduled listing date), all application moneys received or blocked in the public issue shall be refunded or unblocked forthwith within two working days from the scheduled listing date to the applicants through the permissible modes of making refunds and unblocking of funds. For delay in refund/unblocking of funds beyond the timeline as specified above, the issuer shall be liable to pay interest at the rate of fifteen percent per annum to the investors from the scheduled listing date till the date of actual payment. Under Section 39(3) of the Companies Act, 2013 read with Rule 11(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 if the stated minimum subscription amount is not received within the specified period, the application money received is to be credited only to the bank account from which the subscription was remitted. To the extent possible, where the required information for making such refunds is available with our Company and/or Registrar, refunds will be made to the account prescribed. However, where our Company and/or Registrar does not have the necessary information for making such refunds, our Company and/or Registrar will follow the guidelines prescribed by SEBI in this regard included in the SEBI Master Circular. Market Lot and Trading Lot The NCDs shall be allotted in dematerialized form. As per the SEBI NCS Regulations, the trading of the NCDs is in dematerialised form and the tradable lot is one NCD. Please note that the NCDs shall cease to trade from the Record Date (for payment of the principal amount and the applicable interest for such NCDs) prior to redemption of the NCDs. Allotment in this Issue will be in electronic form multiples of one NCD. For further details of Allotment, see the “Issue Procedure” beginning on page 203. Nomination facility to NCD Holder In accordance with Rule 19 of the Companies (Share Capital and Debentures) Rules, 2014 (“Rule 19”) and Section 72 of the Companies Act, 2013, the sole NCD Holder, or first NCD Holder, along with other joint NCD Holders’ (being individual(s)), may nominate, in the Form No. SH.13, any one person in whom, in the event of the death of Applicant the NCDs Allotted, if any, will vest. Where the nomination is made in respect of the NCDs held by more than one person jointly, all joint holders shall together nominate in Form No. SH.13 any person as nominee. A nominee entitled to the NCDs by reason of the death of the original holder(s), will, in accordance with Rule 19 and Section 56 of the Companies Act, 2013, be entitled to the same benefits to which he or she will be entitled if he or she were the registered holder of the NCDs. Where the nominee is a minor, the holder(s) may make a nomination to appoint, in Form No. SH.14, any person to become entitled to NCDs in the event of the holder‘s death during minority. A nomination will stand rescinded on a sale/transfer/alienation of NCDs by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on request at our Registered Office or with the Registrar to the Issue. NCD Holder(s) are advised to provide the specimen signature of the nominee to us to expedite the transmission of the NCD(s) to the nominee in the event of demise of the NCD Holder(s). The signature can be provided in the Application Form or subsequently at the time of making fresh nominations. This facility of providing the specimen signature of the nominee is purely optional. In accordance with the Section 72 read with Rule 19 of the Companies (Share Capital and Debentures) Rules, 1762014, any person who becomes a nominee by virtue of the above said Section, shall upon the production of such evidence as may be required by our Board, elect either: • to register himself or herself as the holder of the NCDs; or • to make such transfer of the NCDs, as the deceased holder could have made. A person, being a nominee, becoming entitled to NCDs by reason of the death of the holder shall be entitled to the same interests and other advantages to which he would have been entitled to if he were the registered holder of the NCDs except that he shall not, before being registered as a holder in respect of such NCDs, be entitled in respect of these NCDs to exercise any right conferred. Further, our Board of Directors may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the NCDs, and if the notice is not complied with, within a period of 90 days, our Board of Directors may thereafter withhold payment of all interests or other monies payable in respect of the NCDs, until the requirements of the notice have been complied with. NCD Holders who are holding NCDs in dematerialised form need not make a separate nomination with our Company. Nominations registered with the respective Depository Participant of the NCD Holder will prevail. If the NCD Holders require to changing their nominations, they are requested to inform their respective Depository Participant. A nomination may be cancelled or varied by nominating any other person in place of the present nominee, by the Secured NCD Holder who has made the nomination, by giving a notice of such cancellation or variation in the prescribed manner as per applicable laws. The cancellation or variation shall take effect from the date on which the notice of such variation or cancellation is received. Since the allotment of Secured NCDs will be made only in dematerialized mode, there is no need to make a separate nomination with our Company. Nominations registered with the respective Depository Participant of the Applicant would prevail. If the investors require changing their nomination, they are requested to inform their respective Depository Participant. Applicants who have opted for rematerialisation of NCDs and are holding the NCDs in the physical form should provide required details in connection with their nominee to our Company. Jurisdiction Exclusive jurisdiction for the purpose of the Issue is with the competent courts of jurisdiction in Thiruvananthapuram, Kerala India. Application in the Issue Applicants shall apply in this Issue in dematerialised form only, through a valid Application Form filled in by the Applicant along with attachment, as applicable. Further, Applications in this Issue shall be made through the ASBA facility only (including Applications made by UPI Investors under the UPI Mechanism). In terms of Regulation 7 of the SEBI NCS Regulations, our Company will make public issue of the NCDs in the dematerialised form only. However, in terms of Section 8(1) of the Depositories Act, our Company, at the request of the Investors who wish to hold the NCDs in physical form will rematerialise the NCDs. However, any trading of the NCDs shall be compulsorily in dematerialised form only. Form of Allotment and Denomination of NCDs As per the SEBI NCS Regulations, the trading of the NCDs on the Stock Exchange shall be in dematerialized form only in multiples of one (1) NCD (“Market Lot”). Allotment in this Issue to all Allottees, will be in electronic form i.e. in dematerialised form and in multiples of one NCD. For details of allotment please see “Issue Procedure” on page 203. Transfer/ Transmission of NCD(s) 177The NCDs shall be transferred or transmitted freely in accordance with the applicable provisions of the Companies Act, 2013. The NCDs shall be transferred subject to and in accordance with the rules/procedures as prescribed by the Depositories and the relevant DPs of the transferor or transferee and any other applicable laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/redemption will be made to the person, whose name appears in the register of debenture holders maintained by the Depositories. In such cases, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer or Registrar. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant. For further details, see “Issue Structure” beginning on page 189, for the implications on the interest applicable to NCDs held by individual NCD Holders on the Record Date and NCDs held by non-individual NCD Holders on the Record Date. NCDs held in physical form, pursuant to any rematerialisation, as above, cannot be transferred. Any trading of the NCDs issued pursuant to this Issue shall be compulsorily in dematerialized form only. The procedure for transmission of securities has been further simplified vide the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) bearing Notification no. SEBI/HO/CFD/PoD2/CIR/P/00155 dated November 11, 2024. Title In case of: • the NCDs held in the dematerialised form, the person for the time being appearing in the record of beneficial owners maintained by the Depository; and • the NCDs held in physical form pursuant to rematerialization, the person for the time being appearing in the register of NCD Holders shall be treated for all purposes by our Company, the Debenture Trustee, the Depositories and all other persons dealing with such person, as the holder thereof and its absolute owner for all purposes whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, theft or loss of the consolidated NCD certificates issued in respect of the NCDs and no person will be liable for so treating the NCD holder. No transfer of title of an NCD will be valid unless and until entered on the register of NCD holders or the register of beneficial owners maintained by the Depositories prior to the Record Date. In the absence of transfer being registered, interest and/or maturity amount, as the case may be, will be paid to the person, whose name appears first in the register of the NCD Holders maintained by the Depositories and/or our Company and/or the Registrar, as the case may be. In such cases, claims, if any, by the purchasers of the NCDs will need to be settled with the seller of the NCDs and not with our Company or the Registrar. The provisions relating to transfer and transmission and other related matters in respect of our Company’s shares contained in the Articles of Association of our Company and the relevant provisions of the Companies Act, 2013, shall apply, mutatis mutandis (to the extent applicable) to the NCD(s) as well. Register of NCD Holders No transfer of title of NCD will be valid unless and until entered on the Register of NCD Holders or the register and index of NCD Holders maintained by the Depository prior to the Record Date. In the absence of transfer being registered, interest and/or Maturity Amount, as the case may be, will be paid to the person, whose name appears first in the Register of NCD Holders maintained by the Depositories and/or our Company and/or the Registrar, as the case may be. In such cases, claims, if any, by the purchasers of the NCDs will need to be settled with the seller of the NCDs and not with our Company or the Registrar. The provisions relating to transfer and transmission and other related matters in respect of our Company’s shares contained in the Articles of Association of our Company and the Companies Act shall apply, mutatis mutandis (to the extent applicable) to the NCDs as well. Maintenance of Accounts The Company shall maintain proper books of account as required by the Companies Act, and make true and proper entries therein of all dealings and transactions of and in relation to the Movable Properties and the business of the Company and keep the said books of account and all other books, registers and other documents relating to the affairs of the Company at its registered office or, where permitted by law, at other place or places where the books 178of account and documents of a similar nature may be kept and the Company will ensure that all entries in the same relating to the Security and the business of the Company shall at all reasonable times be open for inspection of the Debenture Trustee without any condition and such person or persons as the Debenture Trustee shall, from time to time, in writing for that purpose appoint. Annual Accounts The Company shall submit to the Debenture Trustee its duly audited annual accounts, as prescribed under the SEBI Listing Regulations. In case statutory audit is not likely to be completed during this period, the Company shall get its accounts audited by an independent firm of chartered accountants and furnish the same to the Debenture Trustee. Insurance The Company shall insure and keep insured up to the replacement value thereof or on such other basis as approved by the Trustee, the Movable Properties against fire, theft, lightning, explosion, earthquake, strike, lock out, civil commotion, storm, tempest, flood, marine risk, erection risk, war risk and other risk as may be specified by the Trustee and shall duly pay all premium and other sums payable for the purpose. The insurance in respect of the Movable Properties shall be taken in the joint names of the Company the Trustee and any other person having a pari passu charge on the Movable Properties and acceptable to the Trustee. The Company shall submit copies of such insurance policies and renewals thereof with the Trustee. The Company shall deliver to the Trustee an Auditors’ Certificate as and when requested by the Trustee certifying the adequacy of insurance coverage for the assets provided as security. In the event of failure on the part of the Company to insure the Movable Properties or to pay the insurance premium or other sums referred to above, the Trustee may, but shall not be bound to, get the Movable Property insured or pay the insurance premium and other sums referred to above, which shall be reimbursed to the Trustee by the Company. Dividend Declaration The Company shall not declare any dividend to the shareholders in any year until the company has paid or made satisfactory provision for the payment of the instalments of principal and interest due on the debentures. Payment of Duties The Company shall punctually pay all rents, royalties, taxes, rates, levies, cesses, assessments, impositions and outgoings, governmental, municipal or otherwise imposed upon or payable by the Company as and when the same shall become payable and when required by the Debenture Trustees produce the receipts of such payment and also punctually pay and discharge all debts and obligations and liabilities which may have priority over the security created and observe, perform and comply with all covenants and obligations which ought to be observed and performed by the Company in respect of the Security or any part thereof. Notice of distribution of profits The Company shall inform the Debenture Trustee prior to declaration or distribution of dividend by the Company. Succession Where NCDs are held in joint names and one of the joint holders dies, the survivor(s) will be recognized as the NCD Holder(s). It will be sufficient for our Company to delete the name of the deceased NCD Holder after obtaining satisfactory evidence of his death. Provided, a third person may call on our Company to register his name as successor of the deceased NCD Holder after obtaining evidence such as probate of a will for the purpose of proving his title to the debentures. In the event of demise of the sole or first holder of the Debentures, the Company will recognise the executors or administrator of the deceased NCD Holders, or the holder of the succession certificate or other legal representative as having title to the Debentures only if such executor or administrator obtains and produces probate or letter of administration or is the holder of the succession certificate or other legal representation, as the case may be, from an appropriate court in India. The directors of the Company in their absolute discretion may, in any case, dispense with production of probate or letter of administration or succession certificate or other legal representation. In case of death of NCD Holders who are holding NCDs in dematerialised form, third person is not required to approach the Company to register his name as successor of 179the deceased NCD Holder. He shall approach the respective Depository Participant of the NCD Holder for this purpose and submit necessary documents as required by the Depository Participant. Where a non-resident Indian becomes entitled to the NCDs by way of succession, the following steps have to be complied with: 1. Documentary evidence to be submitted to the Legacy Cell of the RBI to the effect that the NCDs were acquired by the non-resident Indian as part of the legacy left by the deceased NCD Holder. 2. Proof that the non-resident Indian is an Indian national or is of Indian origin. 3. Such holding by a non-resident Indian will be on a non-repatriation basis. Joint-holders Where two or more persons are holders of any NCD(s), they shall be deemed to hold the same as joint holders with benefits of survivorship subject to other provisions contained in the Articles. Procedure for Re-materialization of NCDs Subject to SEBI RTA Master Circular, Debenture Holders who wish to hold the NCDs in physical form may do so by submitting a request to their DP at any time after Allotment in accordance with the applicable procedure stipulated by the DP, in accordance with the Depositories Act and/or rules as notified by the Depositories from time to time. Holders of NCDs who propose to remateriale their NCDs, would have to mandatorily submit details of their bank mandate along with a copy of any document evidencing that the bank account is in the name of the holder of such NCDs and their Permanent Account Number to the Company and the DP. No proposal for rematerialisation of NCDs would be considered if the aforementioned documents and details are not submitted along with the request for such rematerialisation. Restriction on transfer of NCDs There are no restrictions on transfers and transmission of NCDs allotted pursuant to this Issue. However, NCDs held in physical form, pursuant to any rematerialisation, as above, cannot be transferred. However, any trading of the NCDs issued pursuant to this Issue shall be compulsorily in dematerialised form only. Period of Subscription Issue Opening Date Wednesday, July 16, 2025 Issue Closing Date Tuesday, July 29, 2025 Pay In Date Application Date. The entire Application Amount is payable on Application Deemed Date of Allotment The date on which the Board of Directors or the Committee thereof authorised by the Board approves the Allotment of the NCDs for the Issue or such date as may be determined by the Board of Directors/ Committee authorised by the Board thereof and notified to the Designated Stock Exchange. The actual Allotment of NCDs may take place on a date other than the Deemed Date of Allotment. All benefits relating to the NCDs including interest on NCDs shall be available to the Debenture Holders from the Deemed Date of Allotment. # This Issue shall remain open for subscription on Working Days from 10:00 a.m. to 5:00 p.m. (Indian Standard Time) during the period indicated above, except that the Issue may close on such earlier date or extended date (subject to a minimum period of two Working Days and a maximum period of ten Working Days from the date of opening of the Issue and subject to not exceeding thirty days from filing the Prospectus with ROC) as may be decided by the Board of Directors of our Company (“Board”) or Debenture Allotment Committee of the Board subject to compliance with Regulation 33A of the SEBI NCS Regulation. In the event of such early closure or extension to this Issue, our Company shall ensure that notice of the same is provided to the prospective investors through advertisement in all the newspapers in which pre-issue advertisement for opening of this Issue has been given on or before such earlier or initial date of Issue Closure. Application Forms for the Issue will be accepted only from 10:00 a.m. to 5:00 p.m. (Indian Standard Time) or such extended time as may be permitted by the Stock Exchange, on Working Days during the Issue Period. On the Issue Closing Date, the Application Forms will be accepted only between 10:00 a.m. and 3:00 p.m. (Indian Standard Time) and uploaded until 5:00 p.m. or such 180extended time as may be permitted by the Stock Exchange. Further, pending mandate requests for bids placed on the last day of bidding will be validated by 5:00 p.m. (Indian Standard Time) on one Working Day after the Issue Closing Date. For further details, see “General Information – Issue Programme” on page 40. Further, pending mandate requests for bids placed on the last day of bidding will be validated by 5:00 p.m. (Indian Standard Time) on one Working Day after the Issue Closing Date. For further details please refer to the chapter titled “Issue Related Information” on page 137 of this Prospectus. It is clarified that the Applications not uploaded on the Stock Exchange Platform would be rejected. Due to limitation of time available for uploading the Applications on the Issue Closing Date, Applicants are advised to submit their Application Forms one day prior to the Issue Closing Date and, no later than 3:00 p.m. (Indian Standard Time) on the Issue Closing Date. Applicants are cautioned that in the event a large number of Applications are received on the Issue Closing Date, there may be some Applications which are not uploaded due to lack of sufficient time to upload. Such Applications that cannot be uploaded will not be considered for allocation under the Issue. Application Forms will only be accepted on Working Days during the Issue Period. Neither our Company, nor the Lead Manager, or Trading Members of the Stock Exchange are liable for any failure in uploading the Applications due to failure in any software/hardware systems or otherwise. Please note that the Basis of Allotment under the Issue will be on the basis of date of upload of each application into the electronic book of the Stock Exchange in accordance with the SEBI Master Circular. However, from the date of oversubscription and thereafter, the allotments will be made to the applicants on proportionate basis. Basis of payment of Interest NCDs once Allotted under any particular category of NCDs shall continue to bear the applicable tenor, Coupon/Yield and Redemption Amount as at the time of original Allotment irrespective of the category of Debenture Holder on any Record Date, and such Tenor, Coupon/Yield and Redemption Amount as at the time of original Allotment will not be impacted by trading of any options of NCDs between the categories of persons or entities in the secondary market. Payment of Interest/Maturity Amount will be made to those NCD Holders whose names appear in the register of Debenture Holders (or to first holder in case of joint-holders) as on Record Date. We may enter into an arrangement with one or more banks in one or more cities for direct credit of interest to the account of the Investors. In such cases, interest, on the interest payment date, would be directly credited to the account of those Investors who have given their bank mandate. We may offer the facility of NACH, NEFT, RTGS, Direct Credit and any other method permitted by RBI and SEBI from time to time to help NCD Holders. The terms of this facility (including towns where this facility would be available) would be as prescribed by RBI. Please see, “Terms of the Issue – Manner of Payment of Interest / Redemption Amounts” at page 183. Taxation Income Tax is deductible at source at the rate of 10% on interest on debentures held by resident Indians as per the provisions of Section 193 of the IT Act (in case where interest is paid to Individual or HUF, no TDS will be deducted where interest paid is less than 5,000 and interest is paid by way of account payee cheque). Further, Tax will be deducted at source at reduced rate, or no tax will be deducted at source in the following cases: a) When the Assessing Officer issues a certificate on an application by a Debenture Holder on satisfaction that the total income of the Debenture holder justifies no/lower deduction of tax at source as per the provisions of Section 197(1) of the IT Act; and that a valid certificate is filed with the Company/ Registrar, at least 7 days before the relevant record date for payment of debenture interest; b) When the resident Debenture Holder with Permanent Account Number (‘PAN’) (not being a company or a firm) submits a declaration as per the provisions of section 197A(1A) of the IT Act in the prescribed Form 15G verified in the prescribed manner to the effect that the tax on his estimated total income of the financial year in which such income is to be included in computing his total income will be Nil. However, 181under section 197A(1B) of the IT Act, Form 15G cannot be submitted nor considered for exemption from tax deduction at source if the dividend income referred to in section 194, interest on securities, interest, withdrawal from NSS and income from units of mutual fund or of 236 Unit Trust of India as the case may be or the aggregate of the amounts of such incomes credited or paid or likely to be credited or paid during the financial year in which such income is to be included exceeds the maximum amount which is not chargeable to income tax; c) Senior citizens, who are 60 or more years of age at any time during the financial year, enjoy the special privilege to submit a self-declaration in the prescribed Form 15H for non-deduction of tax at source in accordance with the provisions of section 197A(1C) of the Act even if the aggregate income credited or paid or likely to be credited or paid exceeds the maximum amount not chargeable to tax, provided that the tax due on the estimated total income of the year concerned will be Nil. In all other situations, tax would be deducted at source as per prevailing provisions of the IT Act. However in case of NCD Holders claiming non-deduction or lower deduction of tax at source, as the case may be, the NCD Holder should furnish either (a) a declaration (in duplicate) in the prescribed form i.e. (i) Form 15H which can be given by individuals who are of the age of 60 years or more (ii) Form 15G which can be given by all applicants (other than companies, and firms), or (b) a certificate, from the Assessing Officer which can be obtained by all applicants (including companies and firms) by making an application in the prescribed form i.e. Form No.13. Further, eligible NCD Holders other than resident individuals or resident HUF investors, the following documents should be submitted with the Company/ Registrar, at least 7 days before the relevant record date for payment of debenture interest (i) copy of registration certificate issued by the regulatory authority under which the investor is registered, (ii) self-declaration for non-deduction of tax at source, and (iii) such other document a may be required under the Income Tax Act, for claiming non-deduction / lower deduction of tax at source and/or specified by the Company/ Registrar, from time to time. The aforesaid documents, as may be applicable, should be submitted at least 7 days before the relevant Record Date for payment of interest on the NCDs quoting the name of the sole/ first NCD Holder, NCD folio number and the distinctive number(s) of the NCD held, to ensure non-deduction/lower deduction of tax at source from interest on the NCD. The aforesaid documents for claiming non-deduction or lower deduction of tax at source, as the case may be, shall be submitted to the Registrar as per below details or any other details as may be updated on the website of the Issuer at www.muthootenterprises.com or the Registrar at www.kfintech.com, from time to time. The investors need to submit Form 15H/ 15G/certificate in original from the Assessing Officer for each Fiscal during the currency of the NCD to claim non-deduction or lower deduction of tax at source from interest on the NCD. Tax exemption certificate/document, if any, must be lodged at the office of the Registrar to the Issue at least seven days prior to the Record Date or as specifically required, failing which tax applicable on interest will be deducted at source on accrual thereof in our Company’s books and/or on payment thereof, in accordance with the provisions of the IT Act and/or any other statutory modification, enactment or notification as the case may be. A tax deduction certificate will be issued for the amount of tax so deducted. Subject to the terms and conditions in connection with computation of applicable interest on the Record Date, please note that in case the NCDs are transferred and/or transmitted in accordance with the provisions of this Prospectus read with the provisions of the Articles of Association of our Company, the transferee of such NCDs or the deceased holder of NCDs, as the case may be, shall be entitled to any interest which may have accrued on the NCDs. Subject to the terms and conditions in connection with computation of applicable interest on the Record Date as stated in the section titled “Issue Procedure” on page 203, please note that in case the NCDs are transferred and/or transmitted in accordance with the provisions of this Prospectus read with the provisions of the Articles of Association of our Company, the transferee of such NCDs or the deceased holder of NCDs, as the case may be, shall be entitled to any interest which may have accrued on the NCDs. Day Count Convention: Interest shall be computed on actual/actual basis i.e. on the principal outstanding on the NCDs as per the SEBI Master Circular. Effect of holidays on payments 182If the date of payment of interest does not fall on a Working Day, then the interest payment will be made on succeeding Working Day (the “Effective Date”), however the calculation for payment of interest will be only till the originally stipulated Interest Payment Date. The dates of the future interest payments would be as per the originally stipulated schedule. Payment of interest will be subject to the deduction of tax as per Income Tax Act or any statutory modification or re-enactment thereof for the time being in force. In case the Maturity Date (also being the last Interest Payment Date) does not fall on a Working Day, the payment will be made on the immediately preceding Working Day, along with coupon/interest accrued on the NCDs until but excluding the date of such payment. Illustration for guidance in respect of the day count convention and effect of holidays on payments. The illustration for guidance in respect of the day count convention and effect of holidays on payments, as required by SEBI Master Circular is disclosed at page 311. Maturity and Redemption The NCDs issued pursuant to this Prospectus have a fixed maturity date. The NCDs will be redeemed at the expiry of 400 days from the Deemed Date of Allotment for Series I and Series II, 36 months from the Deemed Date of Allotment for Series III and Series IV and 73 Months from the Deemed Date of Allotment for Series V. There is no put or call option available to any Investor. Application Size Each application should be for a minimum of 10 NCDs and multiples of one NCD thereof. The minimum application size for each application would be ₹ 10,000 (for all kinds of series NCDs either taken individually or collectively) and in multiples of ₹ 1,000 thereafter. Applicants can apply for any or all options of NCDs offered hereunder provided the Applicant has applied for minimum application size using the same Application Form. Applicants are advised to ensure that application made by them do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable statutory and or regulatory provisions. Terms of Payment The entire issue price of ₹ 1,000 per NCD is blocked in the ASBA Account on application itself. In case of allotment of lesser number of NCDs than the number of NCDs applied for, our Company shall instruct the SCSBs to unblock the excess amount blocked on application in accordance with the terms of this Prospectus. Manner of Payment of Interest / Redemption Amounts The manner of payment of interest / redemption in connection with the NCDs is set out below: For NCDs held in dematerialised form: The bank details will be obtained from the Depositories for payment of Interest / redemption amount as the case may be. Holders of the NCDs, are advised to keep their bank account details as appearing on the records of the depository participant updated at all points of time. Please note that failure to do so could result in delays in credit of Interest/ Redemption Amounts at the Applicant’s sole risk, and the Lead Manager, our Company or the Registrar shall have no any responsibility and undertake no liability for the same. For NCDs held in physical form on account of re-materialization: In case of NCDs held in physical form, on account of rematerialisation, the bank details will be obtained from the documents submitted to the Company along with the rematerialisation request. For further details, please see “Terms of Issue – Procedure for Re-materialization of NCDs” on page 180. The mode of payment of Interest/Redemption Amount shall be undertaken in the following order of preference: 1831. Direct Credit/ NACH/ RTGS: Investors having their bank account details updated with the Depository shall be eligible to receive payment of Interest / Redemption Amount, through: i. Direct Credit. Interest / Redemption Amount would be credited directly to the bank accounts of the Investors, if held with the same bank as the Company. ii. NACH: National Automated Clearing House which is a consolidated system of ECS. Payment of Interest / Redemption Amount would be done through NACH for Applicants having an account at one of the centres specified by the RBI, where such facility has been made available. This would be subject to availability of complete bank account details including Magnetic Ink Character Recognition (MICR) code wherever applicable from the depository. The payment of Interest / Redemption Amount through NACH is mandatory for Applicants having a bank account at any of the centres where NACH facility has been made available by the RBI (subject to availability of all information for crediting the Interest / Redemption Amount through NACH including the MICR code as appearing on a cheque leaf, from the depositories), except where applicant is otherwise disclosed as eligible to get Interest / Redemption Amount through NEFT or Direct Credit or RTGS. iii. RTGS: Applicants having a bank account with a participating bank and whose Interest / Redemption Amount exceeds ₹ 2 lakhs, or such amount as may be fixed by RBI from time to time, have the option to receive the Interest / Redemption Amount through RTGS. Such eligible Applicants who indicate their preference to receive Interest / Redemption Amount through RTGS are required to provide the IFSC code in the Application Form or intimate our Company and the Registrar to the Issue at least 7 (seven) working days before the Record Date. Charges, if any, levied by the Applicant’s bank receiving the credit would be borne by the Applicant. In the event the same is not provided, Interest / Redemption Amount shall be made through NECS subject to availability of complete bank account details for the same as stated above. iv. NEFT: Payment of interest / redemption amount shall be undertaken through NEFT wherever the Applicants’ bank has been assigned the Indian Financial System Code (“IFSC”), which can be linked to a Magnetic Ink Character Recognition (“MICR”), if any, available to that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately prior to the date of payment of the Interest / Redemption Amounts, duly mapped with MICR numbers. Wherever the Applicants have registered their nine-digit MICR number and their bank account number while opening and operating the de-mat account, the same will be duly mapped with the IFSC Code of that particular bank branch and the payment of Interest / Redemption Amount will be made to the Applicants through this method. v. Registered Post/Speed Post: For all other applicants, including those who have not updated their bank particulars with the MICR code, the interest payment / refund / redemption orders shall be dispatched through speed post/ registered post. Please note that applicants are eligible to receive payments through the modes detailed in (i), (ii) (iii), and (iv) herein above provided they provide necessary information for the above modes and where such payment facilities are allowed / available. Please note that our Company shall not be responsible to the holder of NCDs, for any delay in receiving credit of interest / refund / redemption so long as our Company has initiated the process of such request in time. The Registrar to the Issue shall instruct the relevant SCSB or in case of Bids by Retail Individual Investors applying through the UPI Mechanism to the Sponsor Bank, to revoke the mandate and to unblock the funds in the relevant ASBA Account to the extent of the Application Amount specified in the Application Forms for withdrawn, rejected or unsuccessful or partially successful Applications within three Working Days of the Issue Closing Date. Printing of Bank Particulars on Interest/ Redemption Warrants As a matter of precaution against possible fraudulent encashment of refund orders and interest/ redemption warrants due to loss or misplacement, the particulars of the Applicant’s bank account are mandatorily required to 184be given for printing on the orders/ warrants. In relation to NCDs applied and held in dematerialized form, these particulars would be taken directly from the Depositories. In case of NCDs held in physical form on account of rematerialisation, the NCD Holders are advised to submit their bank account details with our Company/ Registrar to the Issue at least seven days prior to the Record Date failing which the orders/ warrants will be dispatched to the postal address of the NCD Holders as available in the records of our Company either through speed post, registered post. Bank account particulars will be printed on the orders/ warrants which can then be deposited only in the account specified. Loan against NCDs Pursuant to RBI Circular dated June 27, 2013, our Company, being an NBFC, is not permitted to extend any loans against the security of its NCDs. Buy Back of NCDs Our Company may, at its sole discretion, from time to time, consider, subject to applicable statutory and/or regulatory requirements, buyback of NCDs, upon such terms and conditions as may be decided by our Company. Our Company may from time to time invite the NCD Holders to offer the NCDs held by them through one or more buy-back schemes and/or letters of offer upon such terms and conditions as our Company may from time to time determine, subject to applicable statutory and/or regulatory requirements. Such NCDs which are bought back may be extinguished, re-issued and/or resold in the open market with a view of strengthening the liquidity of the NCDs in the market, subject to applicable statutory and/or regulatory requirements. Procedure for Redemption by NCD Holders The procedure for redemption is set out below: NCDs held in physical form on account of re-materialization: No action would ordinarily be required on the part of the NCD Holder at the time of redemption and the redemption proceeds would be paid to those NCD Holders whose names stand in the register of NCD Holders maintained by us on the Record Date fixed for the purpose of Redemption. However, our Company may require that the NCD certificate(s), duly discharged by the sole holder/all the joint-holders (signed on the reverse of the NCD certificate(s)) be surrendered for redemption on maturity and should be sent by the NCD Holder(s) by Registered Post with acknowledgment due or by hand delivery to our office or to such persons at such addresses as may be notified by us from time to time. NCD Holder(s) may be requested to surrender the NCD certificate(s) in the manner as stated above, not more than three months and not less than one month prior to the redemption date so as to facilitate timely payment. We may at our discretion redeem the NCDs without the requirement of surrendering of the NCD certificates by the holder(s) thereof. In case we decide to do so, the holders of NCDs need not submit the NCD certificates to us and the redemption proceeds would be paid to those NCD Holders whose names stand in the register of NCD Holders maintained by us on the Record Date fixed for the purpose of redemption of NCDs. In such case, the NCD certificates would be deemed to have been cancelled. Also see “Terms of Issue – Payment on Redemption” on page 170. NCDs held in electronic form: No action is required on the part of NCD Holder(s) at the time of redemption of NCDs. Payment on Redemption The manner of payment of redemption is set out below: NCDs held in physical form on account of re-materialisation: The payment on redemption of the NCDs will be made by way of cheque/pay order/ electronic modes. However, 185if our Company so requires, the aforementioned payment would only be made on the surrender of NCD certificate(s), duly discharged by the sole holder / all the joint-holders (signed on the reverse of the NCD certificate(s). Dispatch of cheques/pay order, etc. in respect of such payment will be made on the Redemption Date or (if so requested by our Company in this regard) within a period of 30 days from the date of receipt of the duly discharged NCD certificate. In case we decide to do so, the redemption proceeds in the manner stated above would be paid on the redemption date to those NCD Holders whose names stand in the register of debenture holders maintained by us on the Record Date fixed for the purpose of Redemption. Hence the transferees, if any, should ensure lodgment of the transfer documents with us at least seven working days prior to the Record Date. In case the transfer documents are not lodged with us at least seven working days prior to the Record Date and we dispatch the redemption proceeds to the transferor, claims in respect of the redemption proceeds should be settled amongst the parties inter se and no claim or action shall lie against us or the Registrar to the Issue. Our liability to holder(s) towards their rights including for payment or otherwise shall stand extinguished from the date of redemption in all events and when we dispatch the redemption amounts to the NCD Holder(s). Further, we will not be liable to pay any interest, income or compensation of any kind from the date of redemption of the NCD(s). NCDs held in electronic form: On the redemption date, redemption proceeds would be paid by cheque /pay order / electronic mode to those NCD Holders whose names appear on the list of beneficial owners given by the Depositories to us. These names would be as per the Depositories’ records on the Record Date fixed for the purpose of redemption. These NCDs will be simultaneously extinguished to the extent of the amount redeemed through appropriate debit corporate action upon redemption of the corresponding value of the NCDs. It may be noted that in the entire process mentioned above, no action is required on the part of NCD Holders. Our liability to NCD Holder(s) towards his/their rights including for payment or otherwise shall stand extinguished from the date of redemption in all events and when we dispatch the redemption amounts to the NCD Holder(s). Further, we will not be liable to pay any interest, income or compensation of any kind from the date of redemption of the NCD(s). Right to reissue NCD(s) Subject to the provisions of the Companies Act, 2013, where we have fully redeemed or repurchased any NCD(s), we shall have and shall be deemed always to have had the right to keep such NCDs in effect without extinguishment thereof, for the purpose of resale or reissue and in exercising such right, we shall have and be deemed always to have had the power to resell or reissue such NCDs either by reselling or reissuing the same NCDs or by issuing other NCDs in their place. The aforementioned right includes the right to reissue original NCDs. Sharing of information We may, at our option, use on our own, as well as exchange, share or part with any financial or other information about the NCD Holders available with us and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither we or our affiliates nor their agents shall be liable for use of the aforesaid information. Notices All notices to the NCD Holder(s) required to be given by us or the Debenture Trustee shall be published in one English language newspaper having wide circulation and one regional language daily newspaper in Kerala and/or will be sent by post/ courier or through email or other electronic media to the Registered Holders of the NCD(s) from time to time. Issue of duplicate NCD Certificate(s) 186If any NCD certificate(s), issued pursuant to rematerialisation, if any, is/are mutilated or defaced or the cages for recording transfers of NCDs are fully utilised, the same may be replaced by us against the surrender of such certificate(s). Provided, where the NCD certificate(s) are mutilated or defaced, the same will be replaced as aforesaid only if the certificate numbers and the distinctive numbers are legible. If any NCD certificate is destroyed, stolen or lost then upon production of proof thereof to our satisfaction and upon furnishing such indemnity/security and/or documents as we may deem adequate, duplicate NCD certificate(s) shall be issued. Upon issuance of a duplicate NCD certificate, the original NCD certificate shall stand cancelled. Future Borrowings We will be entitled to borrow/raise loans or avail of financial assistance in whatever form as also to issue debentures/ NCDs/other securities in any manner having such ranking in priority, pari passu or otherwise, subject to applicable consents, approvals or permissions that may be required under any statutory/regulatory/contractual requirement, and change the capital structure including the issue of shares of any class, on such terms and conditions as we may think appropriate, provided stipulated security cover is maintained on the NCDs and after obtaining the consent of, or intimation to, the NCD Holders or the Debenture Trustee regarding the creation of a charge over such security. Impersonation Attention of the Investors is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, 2013 which is reproduced below: “Any person who: a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under Section 447.” The liability prescribed under Section 447 of the Companies Act 2013 for fraud involving an amount of at least ₹ 10 lakh or 1.00% of the turnover of the Company, whichever is lower, includes imprisonment for a term which shall not be less than six months extending up to 10 years (provided that where the fraud involves public interest, such term shall not be less than three years) and fine of an amount not less than the amount involved in the fraud, extending up to three times of such amount. In case the fraud involves (i) an amount which is less than ₹ 10 lakh or 1.00% of the turnover of the Company, whichever is lower; and (ii) does not involve public interest, then such fraud is punishable with an imprisonment for a term extending up to five years or a fine of an amount extending up to ₹ 50 lakh or with both. Pre-closure Our Company, in consultation with the Lead Manager reserves the right to close this Issue at any time prior to the Issue Closing Date, subject to receipt of Minimum Subscription (75% of the Base Issue, i.e. ₹ 5,625 lakhs). Our Company shall allot NCDs with respect to the Application Forms received at the time of such pre-closure in accordance with the Basis of Allotment as described herein and subject to applicable statutory and/or regulatory requirements. In the event of such early closure of this Issue, our Company shall ensure that public notice of such early closure is published on or before such early date of closure or the Issue Closing Date for this Issue, as applicable, through advertisement(s) in all those newspapers in which pre-issue advertisement and advertisement for opening or closure of the issue have been given. Pre-Issue Advertisement 187Subject to Section 30 of the Companies Act, 2013, our Company will issue a statutory advertisement on or before the Issue Opening Date. This advertisement will contain the information as prescribed in Schedule V of SEBI NCS Regulations in compliance with the Regulation 30 of SEBI NCS Regulations. Material updates, if any, between the date of filing of the Prospectus with RoC and the date of release of the statutory advertisement, will be included in the statutory advertisement. Listing The NCDs offered through this Prospectus are proposed to be listed on the BSE. Our Company has obtained an ‘in-principle’ approval for the Issue from the BSE vide its letter bearing reference number DCS/BM/PI- BOND/08/25-26 dated July 10, 2025. For the purposes of the Issue, BSE shall be the Designated Stock Exchange. Our Company will use best efforts to ensure that all steps for the completion of the necessary formalities for listing at the Stock Exchange is taken within three Working Days of the Issue Closing Date. For the avoidance of doubt, it is hereby clarified that in the event of non-subscription to any one or more of the Options, such Options(s) of NCDs shall not be listed. If permissions to deal in and for an official quotation of our NCDs are not granted by the Stock Exchange, our Company will forthwith repay, without interest, all moneys received from the applicants in pursuance of this Prospectus. Guarantee/Letter of Comfort This Issue is not backed by a guarantee or letter of comfort or any other document and/or letter with similar intent. Arrangers No arrangers have been appointed for this Issue. Monitoring & Reporting of Utilisation of Issue Proceeds There is no requirement for appointment of a monitoring agency in terms of the SEBI NCS Regulations. Our Board shall monitor the utilisation of the proceeds of this Issue. Our Company will disclose in the Company’s financial statements for the relevant financial year commencing from Financial Year 2024-25, the utilisation of the net proceeds of this Issue under a separate head along with details, if any, in relation to all such proceeds of this Issue that have not been utilized thereby also indicating investments, if any, of such unutilized proceeds of this Issue. Lien Not Applicable Lien on Pledge of NCDs Subject to applicable laws, our Company, at its discretion, may note a lien on pledge of NCDs if such pledge of NCDs is accepted by any bank or institution for any loan provided to the NCD Holder against pledge of such NCDs as part of the funding. 188ISSUE STRUCTURE At the meeting of the Board of Directors of our Company held on June 11, 2025 approved the issuance of NCDs of face value of ₹1,000 each for an amount aggregating up to ₹ 7,500 lakhs (“Base Issue Size”) with an option to retain oversubscription up to ₹ 5,000 lakh, aggregating up to ₹ 12,500 lakh (“Issue Size” or “Issue Limit”) The following are the key terms of the NCDs. This section should be read in conjunction with and is qualified in its entirety by more detailed information in “Terms of the Issue” beginning on page 170. The NCDs being offered as part of the Issue are subject to the provisions of the SEBI NCS Regulations, the Debt Listing Agreement, SEBI Listing Regulations, and the Companies Act, 2013, the RBI Act, the terms of the Draft Prospectus, the Prospectus, the Application Form, the terms and conditions of the Debenture Trustee Agreement and the Debenture Trust cum Hypothecation Deed, and other applicable statutory and/or regulatory requirements including those issued from time to time by SEBI, RBI, the Government of India, and other statutory/regulatory authorities relating to the offer, issue and listing of NCDs and any other documents that may be executed in connection with the NCDs. The key common terms and conditions of the Term Sheet are as follows: Security Name (Name MML NCD VI of the non-convertible securities which includes (Coupon/ dividend, For Coupon and Maturity Year, please refer to ‘Terms of NCDs’ on page Issuer Name and 194. maturity year) Issuer Muthoot Mercantile Limited Lead Manager Vivro Financial Services Private Limited Debenture Trustee MITCON Credentia Trusteeship Services Limited Registrar to the Issue KFin Technologies Limited Type and nature of Secured redeemable non-convertible debentures Instrument Seniority Senior (the claims of the Debenture Holders holding NCDs shall be superior to the claims of any unsecured creditors, subject to applicable statutory and/or regulatory requirements). The NCDs would constitute secured obligations of our Company and shall have first ranking pari passu charge with Existing Secured Creditors, on all movable assets, including book debts and receivables, cash and bank balances, other movable assets, loans and advances, both present and future of the Company equal to the value of one time of the NCDs outstanding plus interest accrued thereon. Who can apply/Eligible Category I Investors • Resident Public Financial Institutions as defined in Section 2(72) of the Companies Act 2013, statutory corporations including state industrial development corporations; • Scheduled commercial banks, co-operative banks, regional rural banks, and multilateral and bilateral development finance institutions which are authorised to invest in the NCDs; • Provident Funds of minimum corpus of ₹ 2,500 lakhs, Pension Funds of minimum corpus of ₹ 2,500 lakhs, Superannuation Funds and Gratuity Fund, which are authorised to invest in the NCDs; • Alternative Investment Funds, subject to investment conditions applicable to them under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012; • Resident venture capital funds registered with SEBI; • Insurance Companies registered with the IRDA; • National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of the Government of India published in the Gazette of India; 189• Insurance funds set up and managed by the Indian army, navy or the air force of the Union of India or by the Department of Posts, India; • Mutual Funds, registered with SEBI; and • Systemically Important NBFC registered with RBI and having a net- worth of more than ₹ 50,000 lakh as per the last audited financial statements. Category II • Companies falling within the meaning of Section 2(20) of the Companies Act 2013; bodies corporate and societies registered under the applicable laws in India and authorised to invest in the NCDs; • Educational institutions and Associations of Persons and/or bodies established pursuant to or registered under any central or state statutory enactment; which are authorised to invest in the NCDs; • Trust including Public/private charitable/ religious trusts which are authorised to invest in the NCDs; • Association of persons • Scientific and/or industrial research organisations, which are authorised to invest in the NCDs; • Partnership firms in the name of the partners; • Limited liability partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009); and • Resident Indian individuals and Hindu undivided families through the Karta aggregating to a value exceeding ₹ 5 lakhs. Category III*# • Resident Indian individuals; and • Hindu undivided families through the Karta. * Applications aggregating to a value not more than ₹ 5 lakhs. # applications upto a value of ₹ 5 lakhs shall only be under the UPI Mechanism Stock Exchange proposed BSE Limited, the Designated Stock Exchange for listing of the NCDs Listing and timeline for The NCDs shall be listed within 3 Working Days of Issue Closing Date Listing Rating of the Instrument Date of Rating Rating Instrumen Rating credit Amoun Definitio agency t symbol rating t rated n letter The rating of NCDs by India Ratings indicates India July 23, that Ratings 2024 read instrument & Non- IND with s with this ₹12,500 Researc convertible BBB/Stabl revalidatio rating are lakhs h debentures e n letter considered Private dated June to have Limited 09, 2025 moderate degree of safety regarding timely servicing 190of financial obligations and carry moderate credit risk. Issue Size Public Issue by our Company of NCDs aggregating up to ₹7,500 lakhs with an option to retain over-subscription up to ₹5,000 lakhs, aggregating to a total of ₹ 12,500 lakhs. Minimum Subscription Minimum subscription is 75% of the Base Issue, i.e. ₹5,625 lakhs Base Issue ₹7,500 lakhs Option to retain over Upto ₹5,000 lakhs subscription Mode of Issue Public Issue Mode of Allotment In dematerialised form Mode of Trading NCDs will be traded in dematerialised form Objects of the Issue Please see “Objects of the Issue” on page 48. In case the Issuer is an NA NBFC and the objects of the Issue entail loan to any entity who is a ‘group company’ Details of the utilization of Please see “Objects of the Issue” on page 48. the proceeds of the Issue Coupon/Dividend Rate Please see “Issue Structure –Terms of the NCDs” on page 194. Step up/ Step down coupon NA rate Coupon payment frequency Please see “Issue Structure –Terms of the NCDs” on page 194. Coupon payment dates Please see “Issue Structure –Terms of the NCDs” on page 194 and “Annexure I – Illustrative Cash Flow” on page 311 Cumulative/ non- NA cumulative, in case of dividend Coupon type (fixed, floating Please see “Issue Structure –Terms of the NCDs” on page 194. or other structure) Coupon Reset Process NA (including rates, spread, effective date, interest rate cap and floor etc) Day count basis Actual Application Money The entire Application Amount is payable on submitting the application. Interest on Application NA Money Default interest Rate In the event of any default in fulfilment of obligations by our Company under the Debenture Trust cum Hypothecation Deed, the Default Interest Rate payable to the Applicant shall be as prescribed under the Debenture Trust cum Hypothecation Deed . Tenor Please see “Issue Structure –Terms of the NCDs” on page 194. Redemption Date Please see “Issue Structure –Terms of the NCDs” on page 194 and “Annexure I – Illustrative Cash Flow” on page 311 Redemption Amount Please see “Issue Structure –Terms of the NCDs” on page 194. Redemption premium/ NA discount Issue Price ₹ 1,000 Discount at which security is NA issued and the effective yield as a result of such discount Premium/Discount at which NA security is redeemed and the 191effective yield as a result of such premium/discount Put date NA Put price NA Call date NA Call price NA Put notification time NA Call notification time NA Face Value ₹ 1,000 Minimum Application 10 NCDs i.e. ₹ 10,000 (across all options of NCDs) In multiples, of One NCD after the minimum application Issue Timing Issue shall remain open for subscription on Working Days from 10 a.m. to 5 p.m. (Indian Standard Time) during the period indicated above, except that the Issue may close on such earlier date as may be decided by the Board of Directors of our Company (“Board”) or Debenture Committee of the Board. In the event of such early closure, our Company shall ensure that notice of such early closure is given to the prospective investors through advertisement in an English national daily newspaper and a regional daily newspaper in State of Kerala where the registered office is located, with wide circulation on or before such earlier date of closure. Application Forms for the Issue will be accepted only from 10:00 a.m. to 5:00 p.m. (Indian Standard Time) or such extended time as may be permitted by BSE, on Working Days during the Issue Period. On the Issue Closing Date, Application Forms will be accepted only between 10:00 a.m. to 3:00 p.m. and uploaded until 5:00 p.m. (Indian Standard Time) or such extended time as may be permitted by BSE. Issue Opening Date Wednesday, July 16, 2025 Issue Closing Date Tuesday, July 29, 2025 Issue Schedule The Issue shall be open from July 16, 2025 to July 29, 2025 with an option to close earlier as may be determined by a duly authorised committee of the Board and informed by way of newspaper publication on or prior to the earlier date of closure. Date of earliest closing of the NA issue, if any Pay-in Date Application Date. The entire Application Amount is payable on Application. Deemed Date of Allotment The date on which the Board or a duly authorised committee approves the Allotment of NCDs. All benefits relating to the NCDs including interest on NCDs shall be available to Investors from the Deemed Date of Allotment. The actual allotment of NCDs may take place on a date other than the Deemed Date of Allotment. Settlement Mode of the Please refer to the chapter titled “Terms of Issue - Payment on Redemption” Instrument on page 170. Depository NSDL and CDSL Disclosure of NA Interest/Dividend/redemptio n dates Record Date The record date for payment of interest in connection with the NCDs or repayment of principal in connection therewith shall be 15 Days prior to the date on which interest is due and payable, and/or the date of redemption. Provided that trading in the NCDs shall remain suspended between the aforementioned Record Date in connection with redemption of NCDs and the date of redemption or as prescribed by the Stock Exchange, as the case may be. All covenants of the Issue The Company shall comply with the representations, affirmative covenants, (including side letters, negative covenants, financial covenants and reporting covenants as disclosed accelerated payment clause, below under “Issue Structure – Covenants of the Issue” at page 197. Any etc) covenants later added shall be disclosed on the websites of the Stock Exchange, where the NCDs are proposed to be listed. 192The Issuer has no side letter or accelerated payment clause with any debt securities holder. Description regarding The total value of the Non-Convertible Debentures (NCDs) to be issued, Security (where applicable) including all due interest, costs, charges, fees, Debenture Trustee including type of security remuneration, and related expenses, will be secured. This security will be in (movable/ immovable/ the form of a first-ranking pari passu charge, on par with existing secured tangible etc.), type of charge creditors. The charge will cover all current and future movable assets of the (pledge/ hypothecation/ Company, such as book debts, receivables, cash, bank balances, other mortgage etc.), date of movable assets, and loans and advances. The value of the security will be creation of security/ likely equivalent to 100% of the outstanding NCDs plus any accrued interest. date of creation of security, minimum security cover, Without prejudice to the above, in the event our Company fails to execute the revaluation Debenture Trust cum Hypothecation Deed within the period prescribed by SEBI, and importantly, prior to the listing of the NCDs, our Company shall also pay interest of at least 2% (two per cent) per annum to the NCD holders. This interest is over and above the interest rate on the NCDs as specified in this Prospectus, and will be payable until the execution of the Debenture Trust cum Hypothecation Deed. The security shall be created prior to making the listing application for the NCDs with the Stock Exchange(s). For further details on date of creation of security/ likely date of creation of security minimum security cover etc., please see refer to “Terms of the Issue- Security Cover” below. Replacement of security, Replacement of security – Our Company shall within such period as may be interest to the debenture permitted by the Debenture Trustee, furnish to the Debenture Trustee as holder over and above the additional security, if the Debenture Trustee is of the opinion that during the coupon rate as specified in subsistence of these presents, the security for the NCDs has become the Trust Deed and disclosed inadequate on account of the margin requirement as provided in the financial in this issue document covenants and conditions and the Debenture Trustee has, accordingly, called upon our Company to furnish such additional security. In such case, our Company shall, at its own costs and expenses, furnish to the Debenture Trustee such additional security, in form and manner satisfactory to the Debenture Trustee, as security for the NCDs and upon creation of such additional security, the same shall vest in the Debenture Trustee subject to all the trusts, provisions and covenants contained in these presents. Transaction documents This Prospectus read with any notices, corrigenda, addenda thereto, the Debenture Trusteeship Agreement, the Debenture Trust cum Hypothecation Deed and other security documents, if applicable, and various other documents/agreements/undertakings, entered or to be entered by the Company with Lead Manager and/or other intermediaries for the purpose of this Issue including but not limited to the Debenture Trust cum Hypothecation Deed, the Debenture Trusteeship Agreement, the Public Issue Account Agreement, the Agreement with the Registrar and the Agreement with the Lead Manager. For further details, see “Material Contracts and Documents for Inspection” on page 308. Conditions precedent to Other than the conditions specified in the SEBI NCS Regulations, there are disbursement no conditions precedents to disbursement. Conditions subsequent to Other than the conditions specified in the SEBI NCS Regulations, there are disbursement no conditions subsequent to disbursement. Events of default (including Please refer to the chapter titled “Terms of Issue – Events of Default” on manner of voting/ conditions page 173. of joining inter creditor agreement) Creation of recovery expense The Company shall deposit cash or cash equivalents including bank fund guarantees towards the contribution to Recovery Expense Fund with the Designated Stock Exchange at the time of making the application of the listing of NCDs and submit relevant documents evidencing the same to the Debenture Trustee from time to time. The Company shall ensure that the bank guarantees remains valid for a period of six months post the maturity date of the NCDs. The Company shall keep the bank guarantees in force and 193renew the bank guarantees at least seven working days before its expiry, failing which the Designated Stock Exchange shall invoke such bank guarantee. For further details, please refer to the chapter titled “Terms of Issue – Recovery Expense Fund” on page 171. Conditions for breach of The conditions for breach of covenants will be finalised upon execution of covenants (as specified in the Debenture Trust cum Hypothecation Deed which shall be executed as Secured Debenture Trust per Regulation 18 of SEBI NCS Regulations. cum Hypothecation Deed ) Provisions related to Cross Please refer to the chapter titled “Terms of Issue – Events of Default” on Default Clause page 173. Roles and responsibilities of Please refer to the chapter titled “Terms of Issue” on page 170. the Debenture Trustee Working Days If the date of payment of interest does not fall on a Working Day, then the convention/Day count interest payment will be made on succeeding Working Day, however the convention/Effect of holidays calculation for payment of interest will be only till the originally stipulated on payment Interest Payment Date. The dates of the future interest payments would be as per the originally stipulated schedule. In case the redemption date (also being the last interest payment date) does not fall on a Working Day, the payment will be made on the immediately preceding Working Day, along with coupon/interest accrued on the NCDs until but excluding the date of such payment. Risk factors pertaining to the Please see “Risk Factors” on page 16. Issue Governing law and The Issue shall be governed in accordance with the laws of the Republic of jurisdiction India and shall be subject to the exclusive jurisdiction of the courts of Thiruvananthapuram and Mumbai India. Note: (a) The Issue shall remain open for subscription on Working Days from 10 a.m. to 5 p.m. (Indian Standard Time) during the period indicated above, except that the Issue may close on such earlier date as may be decided by the Board of Directors of our Company (“Board”) or Debenture Allotment Committee of the Board. In the event of such early closure, our Company shall ensure that notice of such early closure is given to the prospective investors through advertisement in an English national daily newspaper and a regional daily newspaper in Kerala where the registered office is located, with wide circulation on or before such earlier date of closure. Applications Forms for the Issue will be accepted only from 10:00 a.m. to 5:00 p.m. (Indian Standard Time) or such extended time as may be permitted by BSE, on Working Days during the Issue Period. On the Issue Closing Date, Application Forms will be accepted only between 10:00 a.m. to 3:00 p.m. and uploaded until 5:00 p.m. (Indian Standard Time) or such extended time as may be permitted by BSE. (b) In terms of Regulation 7 of the SEBI NCS Regulations, our Company will undertake this Issue of NCDs in dematerialized form. However, in terms of Section 8(1) of the Depositories Act, the Company, at the request of the Applicants who wish to hold the NCDs post allotment in physical form, will fulfil such request through the process of dematerialization, if the NCDs were originally issued in dematerialized form. However, any trading of the NCDs shall be compulsorily in dematerialised form only. (c) If there is any change in coupon rate pursuant to any event including lapse of certain time period or downgrade in rating, then such new coupon rate and the events which lead to such change will be disclosed by the Company. (d) While the debt securities are secured to the extent of hundred percent of the amount of the principal and interest or as per the terms of the issue document, in favour of debenture trustee, it is the duty of the debenture trustee to monitor that the security is maintained (e) The list of documents which have been executed in connection with the issue and subscription of debt securities shall be annexed. (f) The issuer shall provide granular disclosures in their issue document, with regards to the “Object of the Issue” including the percentage of the issue proceeds earmarked for each of the “object of the issue”. Further, the amount earmarked “General Corporate Purposes”, shall not exceed twenty-five per cent. of the amount raised by the issuer in the proposed issue. Terms of the NCDs 194Tenor 400 days 400 days 36 Months 36 Months 73 Months Nature Secured Series I II III IV V Frequency of Monthly Cumulative Monthly Cumulative Cumulative Interest Payment Minimum 10 NCDs (₹10,000) (across all Series of NCDs) Application In multiples, of in multiples of 1 NCD after minimum lot size Face Value of ₹ 1,000 NCDs (₹/ NCD) Issue Price (₹/ ₹ 1,000 NCD) Mode of Interest Payment/ Through Various Series available Redemption Coupon (%) per 9.50 NA 10.25 NA NA annum Coupon Type Fixed Redemption Amount (₹/ NCD) 1,000.00 1,107.00 1,000.00 1,364.00 2,000.00 for NCD Holders Redemption NIL Premium/Discount Effective Yield 9.92 9.72 10.75 10.90 11.73 (%) (per annum) Put and Call Not Applicable Option Deemed Date of The date on which the Board or a duly authorised committee approves the Allotment of Allotment NCDs. All benefits relating to the NCDs including interest on the NCDs shall be available to the investors from the Deemed Date of Allotment. The actual Allotment of NCDs may take place on a date other than the Deemed Date of Allotment. Note: The initial allottees under Category II and Category III in the proposed Issue who are Senior Citizens as on the Deemed Date of Allotment shall be eligible for additional incentive of 0.50% p.a. provided the NCDs issued under this Issue are continued to be held by such investors under Category II and Category III on the relevant Record Date for the relevant Interest Payment date for Series I and III is 10.00% and 10.75%. Accordingly, the amount payable on redemption to such Senior Citizens under Series II and IV is ₹1,112.00 and ₹1,385.00 per NCD respectively. On any relevant Record Date, the Registrar and/or our Company shall determine the list of the holder(s) of the Issue and identify such Investors/ NCD Holders, (based on their DP identification and /or PAN and/or entries in the Register of NCD Holders) and make the requisite payment of additional incentive. The additional incentive will be given only on the NCDs allotted in this Issue i.e., to Senior Citizens. In case, if any NCD is bought/acquired from secondary market or from open market, additional incentive will not be paid on such bought/acquired NCDs. In case Senior Citizens sells/ gifts/ transfer any NCDs allotted in this Issue, additional incentive will not be paid on such sold/ gifted/ transferred NCD except in case where NCDs are transferred to the joint holder/nominee in case of death of the initial allottee. 195Interest and Payment of Interest 1. Monthly interest payment options Interest would be paid monthly under Series I and III at the following rates of interest in connection with the relevant categories of NCD Holders, on the amount outstanding from time to time, commencing from the Deemed Date of Allotment of NCDs: Rate of Interest (p.a.) for the following tenures Series I Series III Category of NCD Holder 400 Days 36 Months Category I, II and III (%) 9.50 10.25 Category II and III (%) eligible for 10.00 10.75 additional incentive for Senior Citizens of 0.50% p.a. For avoidance of doubt where interest is to be paid on a monthly basis, relevant interest will be calculated from the first day till the last date of every month on an actual/actual basis during the tenor of such NCDs and paid on the first day of every subsequent month. For the first interest payment for NCDs under the monthly options if the Deemed Date of Allotment is prior to the fifteenth of that month, interest for that month will be paid on first day of the subsequent month and if the Deemed Date of Allotment is post the fifteenth of that month, interest from the Deemed Date of Allotment till the last day of the subsequent month will be clubbed and paid on the first day of the month next to that subsequent month. 2. Cumulative interest payment options Series II and IV of the NCDs shall be redeemed as below: Redemption Amount (₹ per NCD) Series II Series IV Series V Category of NCD Holder 400 Days 36 Months 73 Months Category I, II and III (₹) 1,107.00 1,364.00 2000.00 Category II and III (₹) 1,112.00 1,385.00 NA. eligible for additional incentive for Senior Citizens of 0.50% p.a. Day count convention Please refer to Annexure I for details pertaining to the cash flows of the Company in accordance with the SEBI Master Circular. Please note that in case the NCDs are transferred and/or transmitted in accordance with the provisions of this Prospectus read with the provisions of the Articles of Association of our Company, the transferee of such NCDs or the transferee of deceased holder of NCDs, as the case may be, shall be entitled to any interest which may have accrued on the NCDs subject to such Transferee holding the NCDs on the Record Date. To be disclosed at the time of Prospectus. Terms of Payment The entire face value per NCDs is payable on application. The entire face value per NCDs applied for will be blocked in the relevant ASBA Account maintained with the SCSB or under UPI mechanism (only for Retail Individual Investors), as the case may be, in the bank account of the Applicants that is specified in the ASBA Form at the time of the submission of the Application Form. In the event of Allotment of a lesser number of NCDs than applied for, our Company shall unblock the additional amount blocked upon application in the ASBA Account, in accordance with the terms of specified in “Terms of Issue – Manner of Payment of Interest/ 196Redemption Amounts” on page 183. Participation by any of the above-mentioned investor classes in this Issue will be subject to applicable statutory and/or regulatory requirements. Applicants are advised to ensure that applications made by them do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable statutory and/or regulatory provisions. Applications may be made in single or joint names (not exceeding three). Applications should be made by Karta in case the Applicant is an HUF. If the Application is submitted in joint names, the Application Form should contain only the name of the first Applicant whose name should also appear as the first holder of the depository account held in joint names. If the depository account is held in joint names, the Application Form should contain the name and PAN of the person whose name appears first in the depository account and signature of only this person would be required in the Application Form. This Applicant would be deemed to have signed on behalf of joint holders and would be required to give confirmation to this effect in the Application Form. Please ensure that such Applications contain the PAN of the HUF and not of the Karta. In the case of joint Applications, all payments will be made out in favour of the first Applicant. All communications will be addressed to the first named Applicant whose name appears in the Application Form and at the address mentioned therein. Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory permissions/consents/approvals in connection with applying for, subscribing to, or seeking Allotment of NCDs pursuant to this Issue. For further details, please see the chapter titled “Issue Procedure” on page 203. Covenants of the Issue A. Representations of the Company The Company declares, represents and covenants as follows: (i) Necessary Disclosures The Offer Document contains all necessary disclosures including but not limited to statutory and other regulatory disclosures. The Deed and the Transaction Documents in relation to the Issue of the NCDs will, constitute legal, valid and binding obligations on the Company, enforceable in accordance with the Terms and Applicable Law and would be so treated in the courts of law or tribunals of India, and this Deed and the other Transaction Documents in relation to the Issue of the NCDs are in proper form for enforcement in courts. (ii) Consent/approval required for the Issue of NCDs The Company is an eligible issuer as per Regulation 5 of the SEBI NCS Regulations. All corporate and other action necessary for the issuance of the NCDs have been obtained by the Company and the Company will at all times, keep all such approvals/consents valid and subsisting during the terms of the NCDs. The Company has also obtained all necessary consents and approvals from prior lenders/creditors for the creation of security for the NCDs on pari-passu basis. The Company has complied with and will comply with all applicable provisions of the Companies Act and all other Applicable Laws in respect of the NCDs and their issuance thereof. (iii) Absence of Defaults with memorandum/articles of association or any other agreements in respect of transaction/Transaction Document The documents in pursuance of the issue of NCDs, including the Offer Documents and this Deed towards creation of the Security executed or to be executed and delivered, will constitute valid and binding obligations of the Company and will not contravene any Applicable Laws, statute or regulation and will not be in conflict with memorandum of association/articles of association of the Company or result in breach of, any of the terms, covenants, conditions and stipulations under any existing agreement to which the Company is a party. 197(iv) Filings and Registration The Company has completed and shall duly and in a timely manner complete all filing and registration as may be required under Applicable Law from time to time for the purposes of the issue and maintenance of the NCDs and the creation of Security. The Company shall within 30 days of the execution of this Deed, file this Deed in Form CHG-9 with the concerned RoC, in relation to the perfection of Security created herein. (v) No immunity under laws Neither the Company nor its assets have any immunity (sovereign or otherwise) from any suit or any legal proceeding under the laws of India. (vi) No obligations of a borrower or principal debtor or guarantor The Debenture Trustee, ipso facto does not have any obligations of a borrower or a principal debtor or a guarantor as to the monies paid/invested for the NCDs (vii) Solvency The Company is currently solvent and the Company has not taken any corporate or other action, nor have any steps been taken or legal proceedings of any manner been initiated/threatened against the Company for its winding up, dissolution, insolvency, bankruptcy or for appointment of receiver on its assets or its business. (viii) No debt/contingent liability except as disclosed in the annual audited accounts/Offer Document. Except as disclosed in the annual audited accounts/Offer Document, the Company has no debts or contingent liabilities outstanding. (ix) Indebtedness The Company is not in default with respect to any loans or deposits or advances or other financial facilities availed by the Company in the capacity of the borrower. (x) Power to execute Security Documents Notwithstanding anything by the Company done or executed or omitted to be done or executed or knowingly suffered to the contrary, the Company now has power to act, convey, transfer assure and assign unto the Debenture Trustee, the Security. The Company is not restricted from creating Security over the assets over which Security has been or will be created under this Deed and the Transaction Documents. All the assets that have been secured under this Issue are free from any encumbrances other than those as disclosed in this Deed and Offer Document. That the Hypothecated Property nor any part or portion thereof is the subject matter of any decree or order of any court of Applicable Law and/or any authority or authorities including under the provisions of the Income Tax Act, 1961 and that there are no proceedings pending in any court of Applicable Law wherein the Hypothecated Property is the subject matter, and that the Company has not received any notice, order or circular from any Person or authority or authorities or Government or semi-government or public bodies whereby or by reason or means the Hypothecated Property is affected. (xi) Further Borrowings The Company shall to borrow/raise loans or avail of financial assistance in whatever form as also to issue debentures/ NCDs/other securities in any manner having such ranking in priority, pari passu or otherwise, subject to applicable consents, approvals or permissions that may be required under any statutory/regulatory/contractual requirement, and change the capital structure including the issue of shares of any class, on such terms and conditions as we may think appropriate, provided stipulated Security Cover is maintained on the NCDs and after obtaining the consent of, or intimation to, the NCD Holders or the Debenture Trustee regarding the creation of a further charge over such Security 198(xii) Debenture Trustee to keep in trust the benefits of the Security upon taking possession thereof That it shall be lawful for the Debenture Trustee upon entering into or taking possession under the provisions herein contained of all or any of the Security henceforth to hold and keep in trust the same and to receive the rents and profits thereof without any interruption or disturbance by the Company or any other person or persons claiming by, though, under or in trust for Company and that freed and discharged from or otherwise by the Company sufficiently indemnified against all encumbrances and demands whatsoever. (xiii) Company to execute other documents reasonably required by the Debenture Trustee to exercise its rights under these presents That the Company shall execute all such deeds, documents and assurances and do all such acts and things as the Debenture Trustee may reasonably require for exercising the rights under these presents and the NCDs or for effectuating and completing the Security intended to be hereby created and shall from time to time and at all times after the Security hereby constituted shall become enforceable execute and do all such deeds, documents, assurances, acts, and things as the Debenture Trustee may require for facilitating realisation of the Security and for exercising all the powers, authorities and discretion thereby offered on the Debenture Trustee or any Receiver and in particular the Company shall execute all transfers, conveyances, assignments and assurances of the Security whether to the Debenture Trustee or to their nominees which the Debenture Trustee may think expedient and shall perform or cause to be performed all acts and things requisite or desirable for the purpose of giving effect to the exercise of any of the said powers, authorities and discretion’s and further shall for such purposes or any of them make or consent to such application to any Government or local authority as the Debenture Trustee may require for the consent, sanction or authorisation of such authority to or for the sale and transfer of the Movable/Hypothecated Property or any part thereof and it shall be lawful for the Debenture Trustee to make or consent to make any such application in the name of the Company and for the purposes aforesaid a certificate in writing signed by the Debenture Trustee to the effect that any particular assurance or thing required by them is reasonably required by them shall be conclusive evidence by the fact. (xiv) The Company shall at all times maintain the minimum Security Cover of 100% or higher. (xv) The Company shall not down-streaming of funds raised by way of NCDs to any of its subsidiaries. B. Affirmative Covenants: The Company shall: (i) Offer Document to have conformity with this Deed: ensure that this Deed and any other Transaction Documents, in relation to the NCDs, when executed/to be executed shall be to the satisfaction of the Debenture Trustee and NCD Holders at all times, and will be in accordance with the Terms and Conditions as contained in the Offer Document; (ii) Validity of Transaction Documents: ensure that the Offer Document, this deed and any other Transaction Documents creating the Security validly executed and delivered/shall be validly executed and delivered, will continue in full force and effect and will constitute valid and binding obligations of the Company. (iii) Notice of Winding Up or Other Legal Process: promptly inform Debenture Trustee if it has notice of any application for winding up having been made or any statutory notice of winding up under the provisions of the Companies Act or any other notice under any other statute or otherwise of any suit or other legal processes intended to be filed or initiated against the Company and affecting the title to the Hypothecated Properties of the Company or if a Receiver is appointed of any of its properties of the Company or if a Receiver is appointed of any of its properties or businesses or undertakings; (iv) Memorandum and Articles of Association: carry out such alterations to its memorandum and 199articles of association as may be deemed necessary in the opinion of NCD Holders/Debenture Trustee to safeguard the interests of the NCD Holders and as required under Applicable Law; (v) Preserve Corporate Status: Diligently preserve its corporate existence and status and all rights, contracts, privileges, franchises and concessions now held or hereafter acquired by it in the conduct of its business, including license to conduct business as a non-banking financial institution, and that it will comply with each and every one of the said franchises and concessions and all acts, rules, regulations, orders and directions of any legislative, executive, administrative or judicial body applicable to the Security or any part thereof; PROVIDED THAT the Company may contest in good faith the validity of any such acts, rules, regulations, orders and directions and pending the determination of such contest may postpone compliance therewith if the rights enforceable under the NCDs or the Security of the NCDs is not hereby materially endangered or impaired. The Company will not do or voluntarily suffer or permit to be done any act or thing whereby payment of the principal of or premium on the NCDs might or would be hindered or delayed; (vi) Furnish Information to Debenture Trustee: give to the Debenture Trustee or its nominees such information as they shall require as to all matters relating to the business, property and affairs of the Company and at the time of the issue thereof to the shareholders of the Company furnish to the Debenture Trustee copies of every report, balance sheet, profit and loss account, circulars or notices issued to the shareholders and the Debenture Trustee shall be entitled, if they deem fit, from time to time to nominate an accountant or agent to examine the books of account, documents and property of the Company or any part thereof and to investigate the affairs thereof and the Company shall allow any such accountant or agent to make such examination and investigation and shall furnish him with all such information as they may require and shall pay all costs, charges and expenses incidental to such examination and investigation; (vii) Furnish Information regarding Credit Rating: the Company shall submit to the Debenture Trustee a certificate stating the credit rating issued with respect to the NCDs from an independent Credit Rating Agencies, which is not associated with the Company or its sponsors or promoters. Further pursuant to Regulations 55 of SEBI LODR Regulations, the credit rating obtained by the Company shall be reviewed at least once a year by a Credit Rating Agencies and the Company submit the same to the Debenture Trustee. In the event of any degradation in the credit rating by the Credit Rating Agencies, the Company shall immediately disseminate the same to the Stock Exchange and Debenture Trustee pursuant to SEBI LODR Regulations ; (viii) Corporate Governance: confirm to all mandatory recommendation on corporate governance pursuant to the SEBI LODR Regulations; (ix) Due Payment of Public and Other Demands: confirm that the Company is not in arrears of any undisputed public demands such as income-tax, corporation tax and all other taxes and revenues or any other statutory dues payable to Central or State Governments or any local or other authority; (x) Maintain Listing: confirm that the Company shall take all necessary steps and comply with the uniform listing agreement with the BSE Limited along with the SEBI LODR Regulations and SEBI NCS Regulations, to ensure that the NCDs remain listed; (xi) Maintenance of Rating: confirm that the Company will comply with any agreement with the Credit Rating Agencies and provide any necessary information to the Credit Rating Agencies so as to continue to maintain a credit rating; (xii) Maintenance of Movable Properties: maintain and keep in proper order, repair and keep in good condition the Movable Properties. If the Company fails to keep in proper order, good condition and repair the Movable Properties or any part thereof, then the Debenture Trustee may, but shall not be bound to, maintain the same in proper order or repair or condition and any expense incurred by the Debenture Trustee and its costs and charges therefore shall be reimbursed by the Company; (xiii) Conducting of business: conduct its business with due diligence and efficiency and in accordance with the financial standards and the best business practices; 200(xiv) Utilization of Issue Proceeds: utilise the monies received towards subscription of the NCDs for the purposes as stated in the Offer Document i.e. the funds raised through this Issue will be utilised for the purpose of onward lending, financing and for repayment/ prepayment of principal and interest of borrowings of the Company and for General Corporate Purposes after meeting the expenditures of and related to the Issue and subject to applicable statutory/regulatory requirements. The Company shall submit a statement regarding utilization of Issue Proceeds of the Debentures and material deviation in use of proceeds, if any, along with quarterly financial results to the Stock Exchange till such proceeds of the Issue have been fully utilised or purpose for raising the proceeds has been achieved, in accordance with Regulations 52(7) and 52(7A) of the SEBI LODR Regulations. The Company shall submit to the Debenture Trustee the following, in accordance with Regulation 56 of the SEB LODR Regulations copy of the annual report at the same time as it is issued along with a copy of certificate from the Company’s auditors in respect of utilization of funds during the implementation period of the project for which the funds have been raised. Provided that the copy of the auditor’s certificate may be submitted at the end of each financial year till the funds have been fully utilised or the purpose for which these funds were intended has been achieved, (xv) Registration: duly cause these presents to be registered in all respects so as to comply with the provisions of the Companies Act, and also cause the Deed to be registered in conformity with the provisions of the Indian Registration Act, 1908 or any other statute, ordinance or regulation of or relating to any part of India, within which any portion of the Movable Property is or may be situated by which the registration of this Deed is required and generally do all other acts (if any) necessary for the purpose of assuring the legal validity of these presents and in accordance with the Company’s memorandum of association and articles of association; (xvi) Payment of Stamp Duty: pay all such stamp duty (including any additional stamp duty), other duties, taxes, charges and penalties in connection with the NCDs and the issue thereof and all other documents in relation to the NCDs, as and when the Company may be required to pay according to the laws for the time being in force, whether in the State in which the Movable Property are situated, or otherwise, and in the event of the Company failing to pay such stamp duty, other duties, taxes and penalties as aforesaid, the Debenture Trustee will be at liberty (but shall not be bound) to pay the same and the Company shall reimburse the same to the Debenture Trustee on demand; (xvii) Reimbursement of Expenses: reimburse all sums paid or expenses incurred by the Debenture Trustee or any Receiver, Attorney, Manager, Agent or other person appointed by the Debenture Trustee for all or any of the purposes mentioned in these presents immediately on receipt of a notice of demand from them in this behalf. All such sums shall carry interest at the rate of 18%per annum in case of any delay from the date when the same shall have been advanced, paid or become payable or due and as regards liabilities, the Company will, on demand, pay and satisfy or obtain the release of such persons from such liabilities and if any sum payable under this clause shall be paid by the Debenture Trustee or any other person the Company shall forthwith on demand, reimburse the same to the Debenture Trustee. Until payment or reimbursement of all such sums, the same shall be a charge upon the Movable/Hypothecated Properties in priority to the charge securing the NCDs; (xviii) Notice of labour issues: promptly inform the Debenture Trustee of the happening of any labour strikes, lockouts, shut-downs, fires or any event likely to have a substantial effect on the Company’s profits or business and the reasons therefor; (xix) Notice of damage due to force majeure: promptly inform the Debenture Trustee of any loss or damage, which the Company may suffer due to force majeure circumstances or act of God against which the Company may not have insured its properties; (xx) Compliance with Laws: comply with the provisions and disclosure requirements as specified under various laws, rules, regulations, notifications and circulars issued by applicable Governmental/Regulatory Authorities including SEBI, RBI, Ministry of Corporate Affairs, etc., from time to time as applicable in respect of the public issue of NCDs as may be in force from time to time during the currency of the NCDs; 201C. Negative Covenants The Company shall: (i) inform the debenture trustee about any change in nature and conduct of business by the company before such change; (ii) inform the debenture trustee of any significant changes in the composition of its Board of Directors (iii) inform the debenture trustee of any amalgamation, merger or reconstruction scheme proposed by the company; (iv) not create further charge or encumbrance over the trust property without the approval of the trustee (v) keep the debenture trustee informed of all orders, directions, notices, of court/tribunal affecting or likely to affect the charged assets; (vi) undertakes that it shall not declare or pay any dividend to its shareholders during any Financial Year unless it has paid or made arrangements to pay (to the satisfaction of the Debenture Trustee) all the dues to the Debenture Holders/Debenture Trustee up to the date on which the dividend is proposed to be declared or paid or has made satisfactory provisions thereof. D. Financial Covenants Until the Final Settlement Date, the Company shall maintain a Capital Adequacy Ratio as may be prescribed by the RBI from time to time. 202ISSUE PROCEDURE This chapter applies to all Applicants. Pursuant to the SEBI Master Circular issued by SEBI, all Applicants are required to apply for in the Issue through the ASBA process and an amount equivalent to the full Application Amount as mentioned in the Application Form will be blocked by the Designated Branches of the SCSBs. Further, UPI Mechanism as a payment mechanism is applicable for the Issue, wherein a UPI Investor, may submit the Application Form with a SCSB or a Designated Intermediary or through the app/web-based interface platform of the Stock Exchange and use their bank account linked UPI ID for the purpose of blocking of funds, if the Application being made is for a value of ₹ 5 lakhs or less. The UPI Mechanism is applicable for public issue of debt securities which open for subscription on or after January 1, 2021. An additional mode for application in public issues of debt securities through an online (app/web) interface to be provided by the stock exchanges. In this regard, SEBI has also stipulated that the stock exchanges formulate and disclose the operational procedure for applying through the app/web based interface developed by them for making applications in public issues through the stock exchange’s website. Since, BSE is the Designated Stock Exchange for the Issue, BSE’s online platform BSE Direct, shall be available to UPI Investors to make an application under the UPI Mechanism, in accordance with the operational procedures notified by BSE vide notifications dated December 28, 2020. Further, pursuant to SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2024/128 dated September 24, 2024 all individual investors applying in public issue through intermediaries (Syndicate members, Registered Stock Brokers, Registrar and Transfer agent and Depository Participants), where the application amount is up to ₹ 5,00,000 shall only use UPI for the purpose of blocking of funds and provide his/ her bank account linked UPI ID in the bid-cum-application form submitted with intermediaries. Applicants should note that they may submit their Application Forms (including in cases where Applications are being made under the UPI mechanism) at (i) the Designated Branches of the SCSBs or (ii) at the Collection Centres, i.e., to the respective Members of the Consortium at the Specified Locations, the Trading Members at the Broker Centres, the CRTA at the Designated RTA Locations or CDP at the Designated CDP Locations or (iii) through BSE Direct, the app and/or web based interface/platform of the Stock Exchange, as applicable. For further information, please see “Issue Procedure- Submission of Completed Application Forms” on page 203. Applicants are advised to make their independent investigations and ensure that their Application do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable law or as specified in this Prospectus. Please note that this section has been prepared based on the requirements notified the SEBI Master Circular and the notifications issued by BSE, in relation to the UPI Mechanism, dated December 28, 2020. ASBA Applicants must ensure that their respective ASBA Accounts can be blocked by the SCSBs, in the relevant ASBA accounts for the full Application Amount. Applicants should note that they may submit their Applications to the Designated Intermediaries at the Designated CDP Locations or the RTAs at the Designated RTA Locations or designated branches of SCSBs as mentioned on the Application Form. Applicants are advised to make their independent investigations and ensure that their Applications do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable law or as specified in this Prospectus. Specific attention is drawn to the SEBI Master Circular which provides for all allotment in public issues of debt securities to be made on the basis of the date of upload of each application into the electronic book of the Stock Exchange, as opposed to the date and time of upload of each such application. Our Company and the Lead Managers do not accept any responsibility for the completeness and accuracy of the information stated in this section and are not liable for any amendment, modification or change in the applicable law which may occur after the date of the Issue. Investors are advised to make their independent investigations and ensure that their Bids are submitted in accordance with the applicable law. Further, our Company, the Lead Manager and the Members of the Syndicate do not accept any responsibility for any adverse occurrence consequent to the implementation of the UPI Mechanism for application in the Issue. PLEASE NOTE THAT ALL DESIGNATED INTERMEDIARIES WHO WISH TO COLLECT AND UPLOAD APPLICATION IN THIS ISSUE ON THE ELECTRONIC APPLICATION PLATFORM PROVIDED BY THE STOCK EXCHANGE WILL NEED TO APPROACH THE STOCK EXCHANGE(S) AND FOLLOW THE REQUISITE PROCEDURES AS MAY BE PRESCRIBED BY 203THE STOCK EXCHANGE. THE FOLLOWING SECTION MAY CONSEQUENTLY UNDERGO CHANGE BETWEEN THE DATES OF THE DRAFT PROSPECTUS / PROSPECTUS, THE ISSUE OPENING DATE AND THE ISSUE CLOSING DATE. THE DESIGNATED INTERMEDIARIES (OTHER THAN TRADING MEMBERS), SCSBS AND OUR COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS OR OMISSIONS ON THE PART OF THE TRADING MEMBERS IN CONNECTION WITH THE RESPONSIBILITIES OF SUCH TRADING MEMBERS INCLUDING BUT NOT LIMITED TO COLLECTION AND UPLOAD OF APPLICATION FORMS IN THIS ISSUE ON THE ELECTRONIC APPLICATION PLATFORM PROVIDED BY THE STOCK EXCHANGE. FURTHER, THE STOCK EXCHANGE SHALL BE RESPONSIBLE FOR ADDRESSING INVESTOR GRIEVANCES ARISING FROM APPLICATION THROUGH TRADING MEMBERS REGISTERED WITH THE STOCK EXCHANGE. For purposes of this Issue, the term “Working Day” shall mean all days excluding Saturdays, Sundays or a holiday of commercial banks in Mumbai and/or Thiruvananthapuram, except with reference to Issue Period, where Working Days shall mean all days, excluding Saturdays, Sundays and public holiday in Mumbai. Furthermore, for the purpose of post issue period, i.e., period beginning from the Issue Closure to listing of the NCDs on the Stock Exchange, Working Day shall mean all trading days of the Stock Exchange, excluding Sundays and bank holidays in Mumbai, as per the SEBI NCS Regulations. The information below is given for the benefit of the Investors. Our Company and the Members of Syndicate are not liable for any amendment or modification or changes in applicable laws or regulations, which may occur after the date of this Prospectus. PROCEDURE FOR APPLICATION Availability of the Abridged Prospectus and Application Forms The Abridged Prospectus containing the salient features of the Prospectus together with Application Form may be obtained from: (a) Our Company’s Registered Office; (b) Offices of the Lead Manager/Syndicate Member; (c) the CRTA at the Designated RTA Locations; (d) the CDPs at the Designated CDP Locations; (e) Trading Members at the Broker Centres; and (f) Designated Branches of the SCSBs. Electronic copies of the Prospectus along with the downloadable version of the Application Form will be available on the websites of the Lead Manager, the Stock Exchange, SEBI and the SCSBs. Electronic Application Forms may be available for download on the website of the Stock Exchange and on the websites of the SCSBs that permit submission of Application Forms electronically. A unique application number (“UAN”) will be generated for every Application Form downloaded from the website of the Stock Exchange. Our Company may also provide Application Forms for being downloaded and filled at such website as it may deem fit. In addition, brokers having online demat account portals may also provide a facility of submitting the Application Forms virtually online to their account holders. Trading Members of the Stock Exchange can download Application Forms from the website of the Stock Exchange. Further, Application Forms will be provided to Trading Members of the Stock Exchange at their request. UPI Investors making an Application upto ₹ 5 lakhs, using the UPI Mechanism, must provide the UPI ID in the relevant space provided in the Application Form. Application Forms that do not contain the UPI ID are liable to be rejected. UPI Investors applying using the UPI Mechanism may also apply through the SCSBs and mobile applications using the UPI handles as provided on the website of SEBI. Who can apply? The following categories of persons are eligible to apply in this Issue: 204Category I • Resident public financial institutions as defined in Section 2(72) of the Companies act 2013, statutory corporations including state industrial development corporations, scheduled commercial banks, co-operative banks and regional rural banks, and multilateral and bilateral development financial institutions which are authorised to invest in the NCDs; • Provident funds of minimum corpus of ₹ 2,500 lakhs, pension funds of minimum corpus of ₹ 2,500 lakhs, superannuation funds and gratuity funds, which are authorised to invest in the NCDs; • Alternative investment funds, subject to investment conditions applicable to them under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012; • Resident venture capital funds registered with SEBI; • Insurance companies registered with the IRDAI; • National Investment Fund (set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of the Government of India and published in the Gazette of India); • Insurance funds set up and managed by the Indian army, navy or the air force of the Union of India or by the Department of Posts, India; • Mutual funds registered with SEBI; and • Systemically Important NBFC registered with RBI and having a net-worth of more than ₹ 50,000 lakh as per the last audited financial statements. Category II • Companies falling within the meaning of Section 2(20) of the Companies Act 2013; bodies corporate and societies registered under the applicable laws in India and authorised to invest in the NCDs; • Educational institutions and associations of persons and/or bodies established pursuant to or registered under any central or state statutory enactment; which are authorised to invest in the NCDs; • Trust including public/private charitable/religious trusts which are authorised to invest in the NCDs; • Association of persons; • Scientific and/or industrial research organisations, which are authorised to invest in the NCDs; • Partnership firms in the name of the partners; • Limited liability partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009); and • Resident Indian individuals and Hindu undivided families through the Karta applying for an amount aggregating to a value exceeding ₹ 5 lakhs. Category III*# • Resident Indian individuals; and • Hindu undivided families through the Karta. * applications aggregating to a value not more than ₹ 5 lakhs. # applications upto a value of ₹ 5 lakhs can be made only under the UPI Mechanism. For Applicants applying for NCDs, the Registrar shall verify the above on the basis of the records provided by the Depositories based on the DP ID, Client ID and where applicable the UPI ID provided by the Applicants in the Application Form and uploaded onto the electronic system of the Stock Exchange by the Members of the Syndicate or the Trading Members, as the case may be. Participation of any of the aforementioned categories of persons or entities is subject to the applicable statutory and/or regulatory requirements in connection with the subscription to Indian securities by such categories of persons or entities. Applicants are advised to ensure that Application made by them do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable statutory and or regulatory provisions. Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory permissions/consents/approvals in connection with applying for, subscribing to, or seeking Allotment of NCDs pursuant to this Issue. The Lead Manager and its respective associates and affiliates are permitted to subscribe in the Issue. Who are not eligible to apply for NCDs? 205The following categories of persons, and entities, shall not be eligible to participate in this Issue and any Application from such persons and entities are liable to be rejected: (a) Minors without a guardian name*(A guardian may apply on behalf of a minor. However, Application by minors must be made through Application Forms that contain the names of both the minor Applicant and the guardian); (b) Foreign nationals, NRI inter-alia including any NRIs who are (i) based in the USA, and/or, (ii) domiciled in the USA, and/or, (iii) residents/citizens of the USA, and/or, (iv) subject to any taxation laws of the USA; (c) Persons resident outside India and other foreign entities; (d) Foreign Portfolio Investors; (e) Foreign Venture Capital Investors; (f) Qualified Foreign Investors; (g) Overseas Corporate Bodies; and (h) Persons ineligible to contract under applicable statutory/regulatory requirements. *Applicant shall ensure that guardian is competent to contract under Indian Contract Act, 1872 Based on the information provided by the Depositories, our Company shall have the right to accept Application Forms belonging to an account for the benefit of a minor (under guardianship). In case of such Application, the Registrar to the Issue shall verify the above on the basis of the records provided by the Depositories based on the DP ID and Client ID provided by the Applicants in the Application Form and uploaded onto the electronic system of the Stock Exchange. The concept of Overseas Corporate Bodies (meaning any company, partnership firm, society and other corporate body or overseas trust irrevocably owned/held directly or indirectly to the extent of at least 60% by NRIs), which was in existence until 2003, was withdrawn by the Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies) Regulations, 2003. Accordingly, OCBs are not permitted to invest in this Issue. Please see “Issue Procedure – Rejection of Applications” on page 224 for information on rejection of Applications. Method of Application Eligible investor desirous of applying in the Issue can make Applications through the ASBA mechanism only. Further, the Application may also be submitted through the app or web interface developed by Stock Exchange wherein the Application is automatically uploaded onto the Stock Exchange bidding platform and the amount is blocked using the UPI mechanism, as applicable. All Applicants shall mandatorily apply in the Issue through the ASBA process only. Applicants intending to subscribe in the Issue shall submit a duly filled Application form to any of the Designated Intermediaries. Designated Intermediaries (other than SCSBs) shall submit/deliver the Bid cum Application Form (except the Bid cum Application Form from a Retail Individual Investor bidding using the UPI mechanism) to the respective SCSB, where the Bidder has a bank account and shall not submit it to any non-SCSB bank or any Escrow Bank. Applicants should submit the Application Form only at the Bidding Centres, i.e., to the respective Syndicate Members at the Specified Locations, the SCSBs at the Designated Branches, the Registered Broker at the Broker Centres, the RTAs at the Designated RTA Locations or CDPs at the Designated CDP Locations. Kindly note that Application Forms submitted by Applicants at the Specified Locations will not be accepted if the SCSB with which the ASBA Account, as specified in the Application Form is maintained has not named at least one branch at that location for the Designated Intermediaries for deposit of the Application Forms. A list of such branches is available at http://www.sebi.gov.in. The relevant Designated Intermediaries, upon receipt of physical Application Forms from Applicants, shall upload the details of these Application Forms to the online platform of the Stock Exchange and submit these Application Forms (except a Bid cum Application Form from RIIs using the UPI Mechanism) with the SCSB with whom the relevant ASBA Accounts are maintained. Designated Intermediaries (other than SCSBs) shall not accept any ASBA Form from a RII who is not Bidding using the UPI Mechanism. 206For RIIs using UPI Mechanism, the Stock Exchange shall share the bid details (including UPI ID) with the Sponsor Bank on a continuous basis to enable the Sponsor Bank to initiate UPI Mandate Request to RIIs for blocking of funds. An Applicant shall submit the Application Form, which shall be stamped at the relevant Designated Branch of the SCSB. Application Forms in physical mode, which shall be stamped, can also be submitted to be the Designated Intermediaries at the Specified Locations. The SCSB shall block an amount in the ASBA Account equal to the Application Amount specified in the Application Form. The Sponsor Bank shall provide details of the UPI linked bank account of the Bidders to the Registrar to the Issue for purpose of reconciliation. Pursuant to SEBI Circular No: SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2024/128 dated September 24, 2024, all individual investors applying in public issues where the application amount is up to ₹5,00,000 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: 1. a syndicate member; 2. 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); 3. a depository participant (whose name is mentioned on the website of the stock exchange as eligible for this activity); 4. 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). RIIs using the UPI Mechanism must provide the UPI ID in the relevant space provided in the Bid cum Application Form and the Bid cum Application Form that does not contain the UPI ID are liable to be rejected. RIIs using UPI Mechanism, submitting a Bid-cum Application Form to any Designated Intermediary (other than SCSBs) should ensure that only the UPI ID is mentioned in the field for Payment Details in the Bid cum Application Form. Application Forms submitted by RIIs using UPI Mechanism to Designated Intermediary (other than SCSBs) with ASBA Account details, are liable to be rejected Further, such Bidders including RIIs using the UPI Mechanism, shall ensure that the Bids are submitted at the Bidding Centres only on Bid cum Application Forms bearing the stamp of the relevant Designated Intermediary (except in case of electronic Bid-cum-Application Forms) and Bid cum Application Forms (except electronic Bid- cum-Application Forms) not bearing such specified stamp may be liable for rejection. Bidders must ensure that the ASBA Account has sufficient credit balance such that an amount equivalent to the full Bid Amount can be blocked by the SCSB or the Sponsor Bank, as applicable, at the time of submitting the Bid. Designated Intermediaries (other than SCSBs) shall not accept any ASBA Form from a RII who is not Bidding using the UPI Mechanism. Our Company, the Directors, affiliates, associates and their respective directors and officers, Lead Managers and the Registrar to the Issue shall not take any responsibility for acts, mistakes, errors, omissions and commissions etc. in relation to ASBA Applications accepted by the Designated Intermediaries, Applications uploaded by SCSBs, Applications accepted but not uploaded by SCSBs or Applications accepted and uploaded without blocking funds in the ASBA Accounts. It shall be presumed that for Applications uploaded by SCSBs, the Application Amount has been blocked in the relevant ASBA Account. Further, all grievances against Designated Intermediaries in relation to the Issue should be made by Applicants directly to the relevant Stock Exchange. In terms of the SEBI Master Circular, an eligible investor desirous of applying in this Issue can make Applications through the following modes: 1. Through Self-Certified Syndicate Bank (SCSB) or intermediaries (viz. Syndicate members, Registered Stock Brokers, Registrar and Transfer agent and Depository Participants) a. An investor may submit the bid-cum-application form, with ASBA as the sole mechanism for making payment, physically at the branch of a SCSB, i.e., investor’s bank. For such applications, the existing process of uploading of bid on the Stock Exchange bidding platform and blocking of funds in investors account by the SCSB would continue. 207b. An investor may submit the completed bid-cum-application form to intermediaries mentioned above along with details of his/her bank account for blocking of funds. The intermediary shall upload the bid on the Stock Exchange bidding platform and forward the application form to a branch of a SCSB for blocking of funds. c. An investor may submit the bid-cum-application form with a SCSB or the intermediaries mentioned above and use his / her bank account linked UPI ID for the purpose of blocking of funds, if the application value is ₹ 5 lakhs or less. The intermediary shall upload the bid on the Stock Exchange bidding platform. The application amount would be blocked through the UPI mechanism in this case. 2. Through Stock Exchange a. An investor may submit the bid-cum-application form through the App or web interface developed by Stock Exchange (or any other permitted methods) wherein the bid is automatically uploaded onto the Stock Exchange bidding platform and the amount is blocked using the UPI Mechanism. b. BSE extended their web-based platforms i.e. ‘BSEDirect’ to facilitate investors to apply in public issues of debt securities through the web based platform and mobile app with a facility to block funds through Unified Payments Interface (UPI) mechanism for application value upto ₹ 5 lakhs. To place bid through ‘BSEDirect’ platform/ mobile app the eligible investor is required to register himself/ herself with BSE Direct. c. An investor may use the following links to access the web-based interface developed by the Stock Exchange to bid using the UPI Mechanism: BSE: https://www.bsedirect.com. d. The BSE Direct mobile application can be downloaded from play store in android phones. Kindly search for ‘BSEdirect’ on Google Playstore for downloading mobile applications. e. For further details on the registration process and the submission of bids through the App or web interface, the Stock Exchange have issued operational guidelines and circulars available at BSE: https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20201228-60, and https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20201228-61. APPLICATIONS FOR ALLOTMENT OF NCDs Details for Applications by certain categories of Applicants including documents to be submitted are summarized below. Applications by Mutual Funds Pursuant to the SEBI circular SEBI/HO/IMD/IMD-PoD-1/P/CIR/2023/74 dated May 19, 2023 (“SEBI Mutual Fund Master Circular”), mutual funds are required to ensure that the total exposure of debt schemes of mutual funds in a particular sector shall not exceed 20% of the net assets value of the scheme. Further, the additional exposure limit provided for financial services sector not exceeding 10% of net assets value of scheme shall be allowed only by way of increase in exposure to HFCs. However, the overall exposure in HFCs shall not exceed the sector exposure limit of 20% of the net assets of the scheme Further, the group level limits for debt schemes and the ceiling be fixed at 10% of net assets value extendable to 15% of net assets value after prior approval of the board of trustees. A separate Application can be made in respect of each scheme of an Indian mutual fund registered with SEBI and such Applications shall not be treated as multiple Applications. Applications made by the AMCs or custodians of a mutual fund shall clearly indicate the name of the concerned scheme for which Application is being made. In case of Applications made by Mutual Fund registered with SEBI, a certified copy of their SEBI registration certificate must be submitted with the Application Form. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor. Application by Non-Banking Financial Companies – Middle Layer Non- Banking Financial Company – Middle Layer, a non-banking financial company registered with the Reserve Bank of India and having a net-worth of more than one thousand crore rupees as per the last audited financial 208statements can apply in this Issue based on their own investment limits and approvals. The Application Form must be accompanied by a certified copy of the certificate of registration issued by the RBI, a certified copy of its last audited financial statements on a standalone basis and a net worth certificate from its statutory auditor(s). Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor. Application by commercial banks, co-operative banks and regional rural banks Commercial banks, co-operative banks and regional rural banks can apply in this Issue based on their own investment limits and approvals. The Application Form must be accompanied by certified true copies of their (i) the certificate of registration issued by RBI, and (ii) the approval of such banking company’s investment committee is required to be attached to the Application Form. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor. Pursuant to SEBI Circular no. CIR/CFD/DIL/1/2013 dated January 2, 2013, SCSBs making Applications on their own account using ASBA Facility, should have a separate account in their own name with any other SEBI registered SCSB. Further, such account shall be used solely for the purpose of making Application in public issues and clear demarcated funds should be available in such account for applications. Application by Insurance Companies In case of Applications made by insurance companies registered with the Insurance Regulatory and Development Authority of India (“IRDAI”), a certified copy of certificate of registration issued by IRDAI must be lodged along with Application Form. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason, therefore. Insurance companies participating in this Issue shall comply with all applicable regulations, guidelines and circulars issued by the IRDAI from time to time to time including the IRDA (Investment) Regulations, 2000. Application by Indian Alternative Investment Funds Applications made by Alternative Investment Funds eligible to invest in accordance with the Securities and Exchange Board of India (Alternative Investment Fund) Regulations, 2012, as amended (the “SEBI AIF Regulations”) for Allotment of the NCDs must be accompanied by certified true copies of SEBI registration certificate. The Alternative Investment Funds shall at all times comply with the requirements applicable to it under the SEBI AIF Regulations and the relevant notifications issued by SEBI. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason, therefor. Applications by associations of persons and/or bodies established pursuant to or registered under any central or state statutory enactment In case of Applications made by ‘Associations of Persons’ and/or bodies established pursuant to or registered under any central or state statutory enactment, must submit a (i) certified copy of the certificate of registration or proof of constitution, as applicable, (ii) power of attorney, if any, in favour of one or more persons thereof, (iii) such other documents evidencing registration thereof under applicable statutory/regulatory requirements. Further, any trusts applying for NCDs pursuant to this Issue must ensure that (a) they are authorized under applicable statutory/regulatory requirements and their constitution instrument to hold and invest in debentures, (b) they have obtained all necessary approvals, consents or other authorisations, which may be required under applicable statutory and/or regulatory requirements to invest in debentures, and (c) Applications made by them do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable statutory and or regulatory provisions. Failing this, our Company reserves the right to accept or reject any Applications in whole or in part, in either case, without assigning any reason therefor. Applications by Trusts In case of Applications made by trusts, settled under the Indian Trusts Act, 1882, as amended, or any other statutory and/or regulatory provision governing the settlement of trusts in India, must submit a (i) certified copy of the registered instrument for creation of such trust, (ii) power of attorney, if any, in favour of one or more 209trustees thereof, (iii) such other documents evidencing registration thereof under applicable statutory/regulatory requirements. Further, any trusts applying for NCDs pursuant to this Issue must ensure that (a) they are authorized under applicable statutory/regulatory requirements and their constitution instrument to hold and invest in debentures, (b) they have obtained all necessary approvals, consents or other authorisations, which may be required under applicable statutory and/or regulatory requirements to invest in debentures, and (c) Applications made by them do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable statutory and or regulatory provisions. Failing this, our Company reserves the right to accept or reject any Applications in whole or in part, in either case, without assigning any reason therefor. Applications by Public Financial Institutions or Statutory Corporations, which are authorised to invest in the NCDs The Application must be accompanied by certified true copies of: (i) any act/ rules under which they are incorporated; (ii) board resolution authorising investments; and (iii) specimen signature of authorised person. Failing this, our Company reserves the right to accept or reject any Applications in whole or in part, in either case, without assigning any reason therefor. Applications by Provident Funds, Pension Funds, Superannuation Funds and Gratuity Fund, which are authorized to invest in the NCDs The Application must be accompanied by certified true copies of incorporation/ registration under any act/rules under which they are incorporated. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor. Applications by National Investment Fund The Application must be accompanied by certified true copies of: (i) resolution authorising investment and containing operating instructions; and (ii) specimen signature of authorized person. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor. Companies, bodies corporate and societies registered under the applicable laws in India The Application must be accompanied by certified true copies of the registration under the act/ rules under which they are incorporated. Failing this, our Company reserves the right to accept or reject any Applications in whole or in part, in either case, without assigning any reason therefor. Applications by Indian Scientific and/or industrial research organizations, which are authorized to invest in the NCDs The Application must be accompanied by certified true copies of the registration under the act/ rules under which they are incorporated. Failing this, our Company reserves the right to accept or reject any Applications in whole or in part, in either case, without assigning any reason therefor. Applications by Partnership firms formed under applicable Indian laws in the name of the partners and Limited Liability Partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 The Application must be accompanied by certified true copies of certified copy of certificate of the partnership deed or registration issued under the Limited Liability Partnership Act, 2008, as applicable. Failing this, our Company reserves the right to accept or reject any Applications in whole or in part, in either case, without assigning any reason therefor. Applications under Power of Attorney In case of Applications made pursuant to a power of attorney by Applicants who are Institutional Investors or Non-Institutional Investors, a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, with a certified copy of the memorandum of association and articles of association and/or bye laws must be submitted with the Application Form. In case of Applications made pursuant to a power of attorney by Applicants, a certified copy of the power of attorney must be submitted with the Application Form. Failing this, 210our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor. Our Company, in its absolute discretion, reserves the right to relax the above condition of attaching the power of attorney with the Application Forms subject to such terms and conditions that our Company and the Lead Manager may deem fit. Brokers having online demat account portals may also provide a facility of submitting the Application Forms online to their account holders. Under this facility, a broker receives an online instruction through its portal from the Applicant for making an Application on his/ her behalf. Based on such instruction, and a power of attorney granted by the Applicant to authorise the broker, the broker makes an Application on behalf of the Applicant. APPLICATIONS FOR ALLOTMENT OF NCDs This section is for the information of the Applicants proposing to subscribe to the Issue. The Lead Manager and our Company are not liable for any amendments or modifications or changes in applicable laws or regulations, which may occur after the date of the Prospectus. Investors are advised to make their independent investigations and to ensure that the Application Form is correctly filled up. Our Company, our Directors, affiliates, associates and their respective directors and officers, the Lead Manager and the Registrar to the Issue shall not take any responsibility for acts, mistakes, errors, omissions and commissions etc. in relation to Applications (including Applications under the UPI Mechanism) accepted by and/or uploaded by and/or accepted but not uploaded by Trading Members, registered brokers, CDPs, RTAs and SCSBs who are authorised to collect Application Forms from the Applicants in the Issue, or Applications accepted and uploaded without blocking funds in the ASBA Accounts by SCSBs or failure to block the Application Amount under the UPI Mechanism. It shall be presumed that for Applications uploaded by SCSBs (other than UPI Applications), the Application Amount payable on Application has been blocked in the relevant ASBA Account and for Applications by UPI Investors under the UPI Mechanism, uploaded by Designated Intermediaries, the Application Amount payable on Application has been blocked under the UPI Mechanism. The list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive Application Forms from the Members of the Syndicate is available on the website of SEBI (https://www.sebi.gov.in) and updated from time to time or any such other website as may be prescribed by SEBI from time to time. For more information on such branches collecting Application Forms from the Syndicate at Specified Locations, see the website of the SEBI (https://www.sebi.gov.in) as updated from time to time or any such other website as may be prescribed by SEBI from time to time. The list of registered brokers at the Broker 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 website of the Stock Exchange at www.bseindia.com. The list of branches of the SCSBs at the Broker Centres, named by the respective SCSBs to receive deposits of the Application Forms from the registered brokers will be available on the website of the SEBI (www.sebi.gov.in) and updated from time to time. Submission of Applications Applications can be submitted through either of the following modes: (a) Physically or electronically to the Designated Branches of the SCSB(s) with whom an Applicant’s ASBA Account is maintained. In case of Application in physical mode, the Applicant shall submit the Application Form at the relevant Designated Branch of the SCSB(s). The Designated Branch shall verify if sufficient funds equal to the Application Amount are available in the ASBA Account and shall also verify that the signature on the Application Form matches with the Investor’s bank records, as mentioned in the Application Form, prior to uploading such Application into the electronic system of the Stock Exchange. If sufficient funds are not available in the ASBA Account, the respective Designated Branch shall reject such Application and shall not upload such Application in the electronic system of the Stock Exchange. If sufficient funds are available in the ASBA Account, the Designated Branch shall block an amount equivalent to the Application Amount and upload details of the Application in the electronic system of the Stock Exchange. The Designated Branch of the SCSBs shall stamp the Application Form and issue an acknowledgement as proof of having accepted the Application. In case of Application being made in the electronic mode, the Applicant shall submit the Application either through the internet banking facility available with the SCSB, or such other electronically enabled mechanism for application and blocking funds in the ASBA Account held with SCSB, and accordingly registering such 211Application. (b) Physically through the Designated Intermediaries at the respective Collection Centres. Kindly note that above Applications submitted to any of the Designated Intermediaries will not be accepted if the SCSB where the ASBA Account is maintained, as specified in the Application Form, has not named at least one branch at that Collection Center where the Application Form is submitted (a list of such branches is available at https://www.sebi.gov.in). (c) A UPI Investor making an Application in the Issue under the UPI Mechanism, where the Application Amount is upto ₹ 5 lakhs, can submit his Application Form physically to a SCSB or a Designated Intermediary. The Designated Intermediary shall upload the application details along with the UPI ID on the Stock Exchange’s bidding platform using appropriate protocols. Kindly note that in this case, the Application Amount will be blocked through the UPI Mechanism. (d) A UPI Investor may also submit the Application Form for the Issue through BSE Direct, wherein the Application will be automatically uploaded onto the Stock Exchange’s bidding platform and an amount equivalent to the Application Amount shall be blocked using the UPI Mechanism. Upon receipt of the Application Form by the Designated Intermediaries, an acknowledgement shall be issued by the relevant Designated Intermediary, giving the counter foil of the Application Form to the Applicant as proof of having accepted the Application. Thereafter, the details of the Application shall be uploaded in the electronic system of the Stock Exchange. Post which: (i) for Applications other than under the UPI Mechanism – the Application Form shall be forwarded to the relevant branch of the SCSB, in the relevant Collection Center, named by such SCSB to accept such Applications from the Designated Intermediaries (a list of such branches is available at https://www.sebi.gov.in). Upon receipt of the Application Form, the relevant branch of the SCSB shall perform verification procedures including verification of the Applicant’s signature with his bank records and check if sufficient funds equal to the Application Amount are available in the ASBA Account, as mentioned in the Application Form. If sufficient funds are not available in the ASBA Account, the relevant Application Form is liable to be rejected. If sufficient funds are available in the ASBA Account, the relevant branch of the SCSB shall block an amount equivalent to the Application Amount mentioned in the Application Form. (ii) for Applications under the UPI Mechanism – once the Application details have been entered in the bidding platform through Designated Intermediaries or BSE Direct, the Stock Exchange shall undertake validation of the PAN and Demat account combination details of the Applicant with the Depository. The Depository shall validate the PAN and Demat account details and send response to the Stock Exchange which would be shared by the Stock Exchange with the relevant Designated Intermediary through its platform, for corrections, if any. Post uploading of the Application details on the Stock Exchange’s platform, the Stock Exchange shall send an SMS to the Applicant regarding submission of the Application. Post undertaking validation with the Depository, the Stock Exchange shall, on a continuous basis, electronically share the bid details along with the Applicants UPI ID, with the Sponsor Bank appointed by our Company. The Sponsor Bank shall then initiate a UPI Mandate Request on the Applicant. The request raised by the Sponsor Bank, would be electronically received by the Applicant as an SMS or on the mobile app, associated with the UPI ID linked bank account. The Applicant shall then be required to authorise the UPI Mandate Request. Upon successful validation of block request by the Applicant, the information would be electronically received by the Applicants’ bank, where the funds, equivalent to Application Amount, would get blocked in the Applicant’s ASBA Account. The status of block request would also be shared with the Sponsor Bank, which in turn would be shared with the Stock Exchange. The block request status would also be displayed on the Stock Exchange platform for information of the Designated Intermediary. The Application Amount shall remain blocked in the ASBA Account until approval of the Basis of Allotment and consequent transfer of the amount against the Allotted NCDs to the Public Issue Account(s), or until withdrawal/failure of this Issue or until withdrawal/ rejection of the Application Form, as the case may be. Applicants must note that: (a) Application Forms will be available with the Designated Branches of the SCSBs and with the Designated Intermediaries at the respective Collection Centres; and electronic Application Forms will be available on the websites of the SCSBs and the Stock Exchange at least one day prior to the Issue Opening Date. Physical 212Application Forms will also be provided to the Trading Members of the Stock Exchange at their request. The Application Forms would be serially numbered. Further, the SCSBs will ensure that the Prospectus is made available on their websites. The physical Application Form submitted to the Designated Intermediaries shall bear the stamp of the relevant Designated Intermediary. In the event the Application Form does not bear any stamp, the same shall be liable to be rejected. (b) The Designated Branches of the SCSBs shall accept Application Forms directly from Applicants only during the Issue Period. The SCSBs shall not accept any Application Forms directly from Applicants after the closing time of acceptance of Applications on the Issue Closing Date. However, the relevant branches of the SCSBs at Specified Locations can accept Application Forms from the Designated Intermediaries, after the closing time of acceptance of Applications on the Issue Closing Date, if the Applications have been uploaded. For further information on the Issue programme, please see “General Information – Issue Programme” on page 40. Physical Application Forms directly submitted to SCSBs should bear the stamp of SCSBs, if not, the same are liable to be rejected. Please note that Applicants can make an Application for Allotment of NCDs in the dematerialised form only. INSTRUCTIONS FOR FILLING-UP THE APPLICATION FORM General Instructions A. General instructions for completing the Application Form • Applications must be made in prescribed Application Form only; • All Applicants need to tick the Series of NCDs in the Application Form that they wish to apply for. Applications for all the Series of the NCDs may be made in a single Application Form only. • Application Forms must be completed in BLOCK LETTERS IN ENGLISH, as per the instructions contained in the Prospectus and the Application Form; • If the Application is submitted in joint names, the Application Form should contain only the name of the first Applicant whose name should also appear as the first holder of the depository account held in joint names; • It shall be mandatory for subscribers to the Issue to furnish their PAN and any Application Form, without the PAN is liable to be rejected, irrespective of the amount of transaction • Applications should be in single or joint names and not exceeding three names, and in the same order as their Depository Participant details (in case of Applicants applying for Allotment of the Bonds in dematerialised form) and Applications should be made by Karta in case the Applicant is an HUF. The Applicant is required to specify the name of an Applicant in the Application Form as ‘XYZ Hindu Undivided Family applying through PQR’, where PQR is the name of the Karta. Please ensure that such Applications contain the PAN of the HUF and not of the Karta; • Applicants must provide details of valid and active DP ID, Client ID and PAN, clearly and without error. On the basis of such Applicant’s active DP ID, Client ID and PAN provided in the Application Form, and as entered into the electronic Application system of the Stock Exchange by SCSBs, the Designated Intermediaries, the Registrar will obtain from the Depository the Demographic Details. Invalid accounts, suspended accounts or where such account is classified as invalid or suspended may not be considered for Allotment of the NCDs; • Applications must be for a minimum of 10 NCDs and in multiples of one NCD thereafter. For the purpose of fulfilling the requirement of minimum application size of 10 NCDs, an Applicant may choose to apply for 10 NCDs of the same option or across different option; • If the ASBA Account holder is different from the Applicant, the Application Form should be signed by the ASBA Account holder also, in accordance with the instructions provided in the Application Form; 213• If the depository account is held in joint names, the Application Form should contain the name and PAN of the person whose name appears first in the depository account and signature of only this person would be required in the Application Form. This Applicant would be deemed to have signed on behalf of joint holders and would be required to give confirmation to this effect in the Application Form; • Thumb impressions and signatures other than in English/Hindi/Gujarati/Marathi or any other languages specified in the 8th Schedule of the Constitution needs to be attested by a Magistrate or Notary Public or a Special Executive Magistrate under his/her seal; • All Applicants are required to ensure that the Application Forms are submitted at the Designated Branches of SCSBs or the Collection Centres provided in the Application Forms, bearing the stamp of the relevant Designated Intermediary/Designated Branch of the SCSB; • The Designated Intermediaries or the Designated Branches of the SCSBs, as the case may be, will acknowledge the receipt of the Application Forms by stamping and returning to the Applicants the Acknowledgement Slip. This Acknowledgement Slip will serve as the duplicate of the Application Form for the records of the Applicant; • Applicants must ensure that the requisite documents are attached to the Application Form prior to submission and receipt of acknowledgement from the relevant Designated Intermediaries or the Designated Branch of the SCSBs, as the case may be; • All Applicants are required to check if they are eligible to apply as per the terms of the Prospectus and applicable law, rules, regulations, guidelines and approvals; • All Applicants are required to tick the relevant column of “Category of Investor” in the Application Form; and • All Applicants should correctly mention the ASBA Account number (including bank account number/ bank name and branch) and ensure that funds equal to the Application Amount are available in the ASBA Account before submitting the Application Form to the Designated Branch and also ensure that the signature in the Application Form matches with the signature in Applicant’s bank records, otherwise the Application is liable to be rejected; • A system generated acknowledgement (TRS) will be given to the Applicant as a proof of the registration of each Application. It is the Applicant’s responsibility to obtain the acknowledgement from the Designated Intermediaries and the Designated Branches of the SCSBs, as the case may be. • In case of any revision of Application in connection with any of the fields which are not allowed to be modified on the electronic application platform of the Stock Exchanges as per the procedures and requirements prescribed by each relevant Stock Exchange, the Applicants should ensure that they have first withdrawn their original Application and submit a fresh Application. The option, mode of allotment, PAN, demat account no. etc. should be captured by the relevant Designated Intermediaries in the data entries as such data entries will be considered for Allotment. Applicants should note that neither the Designated Intermediaries nor the SCSBs, as the case may be, will be liable for error in data entry due to incomplete or illegible Application Forms. B. Applicant’s Beneficiary Account Details Applicants must mention their DP ID, Client ID and UPI ID (wherever applicable) in the Application Form and ensure that the name provided in the Application Form is exactly the same as the name in which the Beneficiary Account is held. In case the Application Form is submitted in the first Applicant’s name, it should be ensured that the Beneficiary Account is held in the same joint names and in the same sequence in which they appear in the Application Form. In case the DP ID, Client ID, PAN and UPI ID (wherever applicable) mentioned in the Application Form and entered into the electronic system of the Stock Exchange do not match with the DP ID, 214Client ID, PAN and UPI ID (wherever applicable) available in the Depository database or in case PAN is not available in the Depository database, the Application Form is liable to be rejected. Further, Application Forms submitted by Applicants whose beneficiary accounts are inactive, will be rejected. On the basis of the Demographic Details as appearing on the records of the DP, the Registrar to the Issue will take steps towards demat credit of NCDs. Hence, Applicants are advised to immediately update their Demographic Details as appearing on the records of the DP and ensure that they are true and correct, and carefully fill in their Beneficiary Account details in the Application Form. Failure to do so could result in delays in demat credit and neither our Company, Designated Intermediaries, SCSBs, Registrar to the Issue nor the Stock Exchange will bear any responsibility or liability for the same. In case of Applications made under power of attorney, our Company in its absolute discretion, reserves the right to permit the holder of power of attorney to request the Registrar that for the purpose of printing particulars on the Allotment Advice, the Demographic Details obtained from the Depository of the Applicant shall be used. By signing the Application Form, the Applicant would have deemed to have authorized the Depositories to provide, upon request, to the Registrar to the Issue, the required Demographic Details as available on its records. The Demographic Details given by Applicant in the Application Form would not be used for any other purpose by the Registrar to the Issue except in relation to this Issue. Allotment Advice would be mailed by speed post or registered post at the address of the Applicants as per the Demographic Details received from the Depositories. Applicants may note that delivery of Allotment Advice may get delayed if the same once sent to the address obtained from the Depositories are returned undelivered. Further, please note that any such delay shall be at such Applicants’ sole risk and neither our Company, Registrar to the Issue, Public Issue Account Bank, Sponsor Bank nor the Lead Manager shall be liable to compensate the Applicant for any losses caused to the Applicants due to any such delay or liable to pay any interest for such delay. In case of refunds through electronic modes as detailed in the Prospectus, refunds may be delayed if bank particulars obtained from the Depository Participant are incorrect. With effect from August 16, 2010, the beneficiary accounts of Applicants for whom PAN details have not been verified shall be suspended for credit and no credit of NCDs pursuant to this Issue will be made into the accounts of such Applicants. Application Forms submitted by Applicants whose beneficiary accounts are inactive shall be rejected. Furthermore, in case no corresponding record is available with the Depositories, which matches the parameters, namely, DP ID, Client ID, PAN and UPI ID (wherever applicable) then such Application are liable to be rejected. C. Permanent Account Number The Applicant should mention his or her Permanent Account Number allotted under the IT Act. For minor Applicants, applying through the guardian, it is mandatory to mention the PAN of the minor Applicant. However, Applications on behalf of the Central or State Government officials and the officials appointed by the courts in terms of a SEBI circular dated June 30, 2008 and Applicants residing in the state of Sikkim who in terms of a SEBI circular dated July 20, 2006 may be exempt from specifying their PAN for transacting in the securities market. In accordance with Circular No. MRD/DOP/Cir-05/2007 dated April 27, 2007 issued by SEBI, the PAN would be the sole identification number for the participants transacting in the securities market, irrespective of the amount of transaction. Any Application Form, without the PAN is liable to be rejected, irrespective of the amount of transaction. It is to be specifically noted that the Applicants should not submit the GIR number instead of the PAN as the Application is liable to be rejected on this ground. However, the exemption for the Central or State Government and the officials appointed by the courts and for investors residing in the State of Sikkim is subject to the Depository Participants’ verifying the veracity of such claims by collecting sufficient documentary evidence in support of their claims. At the time of ascertaining the validity of these Applications, the Registrar to the Issue will check under the Depository records for the appropriate description under the PAN Field i.e., either Sikkim category or exempt category. D. Joint Applications Applications may be made in single or joint names (not exceeding three). In the case of joint Applications all interest / redemption amount payments will be made out in favour of the first Applicant. All communications will be addressed to the first named Applicant whose name appears in the Application Form and at the address mentioned therein. If the depository account is held in joint names, the Application Form should contain the name 215and PAN of the person whose name appears first in the depository account and signature of only this person would be required in the Application Form. This Applicant would be deemed to have signed on behalf of joint holders and would be required to give confirmation to this effect in the Application Form. E. Additional/Multiple Applications An Applicant is allowed to make one or more Applications for the NCDs for the same or other option of NCDs, subject to a minimum Application size as specified in the Prospectus and in multiples of thereafter as specified in the Prospectus. Any Application for an amount below the aforesaid minimum Application size will be deemed as an invalid Application and shall be rejected. However, multiple Applications by the same individual Applicant aggregating to a value exceeding ₹ 5 lakhs shall be deemed such individual Applicant to be an HNI Applicant and all such Applications shall be grouped in the HNI Portion, for the purpose of determining the Basis of Allotment to such Applicant. However, any Application made by any person in his individual capacity and an Application made by such person in his capacity as a Karta of a Hindu Undivided family and/or as Applicant (second or third Applicant), shall not be deemed to be a multiple Application. For the purposes of allotment of NCDs under this Issue, Applications shall be grouped based on the PAN, i.e., Applications under the same PAN shall be grouped together and treated as one Application. Two or more Applications will be deemed to be multiple Applications if the sole or first Applicant is one and the same. For the sake of clarity, two or more applications shall be deemed to be a multiple Application for the aforesaid purpose if the PAN number of the sole or the first Applicant is one and the same. Process for investor application submitted with UPI as mode of payment a. Before submission of the application with the intermediary, the investor would be required to have / create a UPI ID, with a maximum length of 45 characters including the handle (Example: InvestorID@bankname). b. An investor shall fill in the bid details in the application form along with his/ her bank account linked UPI ID and submit the application with any of the intermediaries or through the stock exchange App/ Web interface, or any other methods as may be permitted. c. The intermediary, upon receipt of form, shall upload the bid details along with the UPI ID on the stock exchange bidding platform using appropriate protocols. d. Once the bid has been entered in the bidding platform, the Stock Exchange shall undertake validation of the PAN and Demat account combination details of investor with the depository. e. The Depository shall validate the aforesaid PAN and Demat account details on a near real time basis and send response to stock exchange which would be shared by stock exchange with intermediary through its platform, for corrections, if any. f. Once the bid details are uploaded on the Stock Exchange platform, the Stock Exchange shall send an SMS to the investor regarding submission of his / her application, at the end of day, during the bidding period. For the last day of bidding, the SMS may be sent the next working day. g. Post undertaking validation with the Depository, the Stock Exchange shall, on a continuous basis, electronically share the bid details along with investors UPI ID, with the Sponsor Bank appointed by the issuer. h. The Sponsor Bank shall initiate a mandate request on the investor i. The request raised by the Sponsor Bank, would be electronically received by the investor as a SMS / intimation on his / her mobile no. / mobile app, associated with the UPI ID linked bank account. j. The investor shall be able to view the amount to be blocked as per his / her bid in such intimation. The investor shall be able to view an attachment wherein the public issue bid details submitted by investor will be visible. After reviewing the details properly, the investor shall be required to proceed to authorize the mandate. Such mandate raised by sponsor bank would be a one-time mandate for each application in the public issue. k. An investor is required to accept the UPI mandate latest by 5 pm on the third working day from the day of bidding on the stock exchange platform except for the last day of the issue period or any other modified closure 216date of the issue period in which case, he / she is required to accept the UPI mandate latest by 5 pm the next working day. l. An investor shall not be allowed to add or modify the bid(s) of the application except for modification of either DP ID/Client ID, or PAN ID but not both. However, the investor can withdraw the bid(s) and reapply. m. For mismatch bids, on successful validation of PAN and DP ID/ Client ID combination during T+1 modification session, such bids will be sent to Sponsor Bank for further processing by the Exchange on T+1 day till 1 PM. n. The facility of re-initiation/ resending the UPI mandate shall be available only till 5 pm on the day of bidding. o. Upon successful validation of block request by the investor, as above, the said information would be electronically received by the investors’ bank, where the funds, equivalent to application amount, would get blocked in investors account. Intimation regarding confirmation of such block of funds in investors account would also be received by the investor. p. The information containing status of block request (e.g. accepted / decline / pending) would also be shared with the Sponsor Bank, which in turn would be shared with the Stock Exchange. The block request status would also be displayed on the Stock Exchange platform for information of the intermediary. q. The information received from Sponsor Bank, would be shared by stock exchange with RTA in the form of a file for the purpose of reconciliation. r. Post closure of the offer, the Stock Exchange shall share the bid details with RTA. Further, the Stock Exchange shall also provide the RTA, the final file received from the Sponsor Bank, containing status of blocked funds or otherwise, along with the bank account details with respect to applications made using UPI ID. s. The allotment of NCDs shall be done as per SEBI Master Circular. t. The RTA, based on information of bidding and blocking received from the Stock Exchange, shall undertake reconciliation of the bid data and block confirmation corresponding to the bids by all investor category applications (with and without the use of UPI) and prepare the basis of allotment. u. Upon approval of the basis of allotment, the RTA shall share the ‘debit’ file with Sponsor bank (through Stock Exchange) and SCSBs, as applicable, for credit of funds in the public issue account and unblocking of excess funds in the investor’s account. The Sponsor Bank, based on the mandate approved by the investor at the time of blocking of funds, shall raise the debit / collect request from the investor’s bank account, whereupon funds will be transferred from investor’s account to the public issue account and remaining funds, if any, will be unblocked without any manual intervention by investor or their bank. v. Upon confirmation of receipt of funds in the public issue account, the securities would be credited to the investor’s account. The investor will be notified for full/partial allotment. For partial allotment, the remaining funds would be unblocked. For no allotment, mandate would be revoked and application amount would be unblocked for the investor. w. Thereafter, Stock Exchange will issue the listing and trading approval. x. Further, in accordance with the Operational Instructions and Guidelines for Making Application for Public Issue of Debt Securities through BSE Direct issued by BSE on December 28, 2020 the investor shall also be responsible for the following: i.Investor shall check the Issue details before placing desired bids; ii.Investor shall check and understand the UPI mandate acceptance and block of funds process before placing the bid; iii.The receipt of the SMS for mandate acceptance is dependent upon the system response/ integration of UPI on Debt Public Issue System; iv.Investor shall accept the UPI Mandate Requests within the stipulated timeline; 217v.Investor shall note that the transaction will be treated as completed only after the acceptance of mandates by the investor by way of authorising the transaction by entering their UPI pin and successfully blocking funds through the ASBA process by the investor’s bank; vi.Investor shall check the status of their bid with respect to the mandate acceptance and blocking of funds for the completion of the transaction; and vii.In case the investor does not accept the mandate within stipulated timelines, in such case their bid will not be considered for allocation. y. The Investors are advised to read the operational guidelines mentioned for Making Application for Public Issue of Debt Securities through BSE Direct issued by BSE on December 28, 2020 before investing through the through the app/ web interface of Stock Exchange(s). Do’s and Don’ts Applicants are advised to take note of the following while filling and submitting the Application Form: Do’s 1. Check if you are eligible to apply as per the terms of the Prospectus and applicable law, rules, regulations, guidelines and approvals. 2. Read all the instructions carefully and complete the Application Form in the prescribed form. 3. Ensure that you have obtained all necessary approvals from the relevant statutory and/or regulatory authorities to apply for, subscribe to and/or seek Allotment of NCDs pursuant to this Issue. 4. Ensure that the DP ID, the Client ID and the PAN mentioned in the Application Form, which shall be entered into the electronic system of the Stock Exchange are correct and match with the DP ID, Client ID and PAN available in the Depository database. Ensure that the DP ID, Client ID, PAN and UPI ID (wherever applicable) are correct and the depository account is active as Allotment of the Equity Shares will be in dematerialized form only. The requirement for providing Depository Participant details is mandatory for all Applicants. 5. Ensure that you have mentioned the correct ASBA Account number (for all Applicants other than UPI Investors applying using the UPI Mechanism) in the Application Form. Further, UPI Investors using the UPI Mechanism must also mention their UPI ID. 6. UPI Investors applying using the UPI Mechanism shall ensure that the bank, with which they have their bank account, where the funds equivalent to the application amount are available for blocking, is certified by NPCI before submitting the ASBA Form to any of the Designated Intermediaries. 7. UPI Investors applying using the UPI Mechanism through the SCSBs and mobile applications shall ensure that the name of the bank appears in the list of SCSBs which are live on UPI, as displayed on the SEBI website. UPI Investors shall ensure that the name of the app and the UPI handle which is used for making the application appears on the list displayed on the SEBI website. An application made using incorrect UPI handle or using a bank account of an SCSB or bank which is not mentioned on the SEBI website is liable to be rejected. 8. Ensure that the Application Form is signed by the ASBA Account holder (or the UPI-linked bank account holder, as the case may be) in case the Applicant is not the ASBA account holder. Applicants (except UPI Investors making an Application using the UPI Mechanism) should ensure that they have an account with an SCSB and have mentioned the correct bank account number of that SCSB in the Application Form. UPI Investors applying using the UPI Mechanism should ensure that they have mentioned the correct UPI- linked bank account number and their correct UPI ID in the Application Form. 9. Ensure that you have funds equal to the Application Amount in the ASBA Account before submitting the Application Form to the respective Designated Branch of the SCSB, or to the Designated Intermediaries, as the case may be. 10. UPI Investors making an Application using the UPI Mechanism, should ensure that they approve the UPI 218Mandate Request generated by the Sponsor Bank to authorise blocking of funds equivalent to Application Amount and subsequent debit of funds in case of Allotment, in a timely manner. 11. UPI Investors making an Application using the UPI Mechanism shall ensure that details of the Application are reviewed and verified by opening the attachment in the UPI Mandate Request and then proceed to authorise the UPI Mandate Request using their UPI PIN. Upon the authorization of the mandate using their UPI PIN, the UPI Investor may be deemed to have verified the attachment containing the application details of the UPI Investor making and Application using the UPI Mechanism in the UPI Mandate Request and have agreed to block the entire Application Amount and authorized the Sponsor Bank to issue a request to block the Application Amount mentioned in the ASBA Form in their ASBA Account. 12. UPI Investors making an Application using the UPI Mechanism should mention valid UPI ID of only the Applicants (in case of single account) and of the first Applicant (in case of joint account) in the ASBA Form. 13. UPI Investors making an Application using the UPI Mechanism, who have revised their Application subsequent to making the initial Application, should also approve the revised UPI Mandate Request generated by the Sponsor Bank to authorise blocking of funds equivalent to the revised Application Amount in their account and in case of Allotment in a timely manner. 14. Ensure that the Application Forms are submitted at the Designated Branches of SCSBs or the Collection Centres provided in the Application Forms, bearing the stamp of the relevant Designated Intermediary/Designated Branch of the SCSB. 15. Before submitting the Application Form with the Designated Intermediaries ensure that the SCSB, whose name has been filled in the Application Form, has named a branch in that relevant Collection Centre. 16. Ensure that you have been given an acknowledgement as proof of having accepted the Application Form. 17. Ensure that signatures other than in the languages specified in the Eighth Schedule to the Constitution of India is attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal. 18. In case of an HUF applying through its Karta, the Applicant is required to specify the name of an Applicant in the Application Form as ‘XYZ Hindu Undivided Family applying through PQR’, where PQR is the name of the Karta. However, the PAN number of the HUF should be mentioned in the Application Form and not that of the Karta. 19. Ensure that the Applications are submitted to the Designated Intermediaries or Designated Branches of the SCSBs, as the case may be, before the closure of application hours on the Issue Closing Date. For further information on the Issue programme, please see “General Information – Issue Programme” on page 40. 20. Permanent Account Number: Except for Application (i) on behalf of the Central or State Government and officials appointed by the courts, and (ii) (subject to SEBI circular dated April 3, 2008) from the residents of the state of Sikkim, each of the Applicants should provide their PAN. Application Forms in which the PAN is not provided will be rejected. The exemption for the Central or 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. 21. Ensure that if the depository account is held in joint names, the Application Form should contain the name and PAN of the person whose name appears first in the depository account and signature of only this person would be required in the Application Form. This Applicant would be deemed to have signed on behalf of joint holders and would be required to give confirmation to this effect in the Application Form. 22. All Applicants should choose the relevant option in the column “Category of Investor” in the Application Form. 23. Choose and mark the option of NCDs in the Application Form that you wish to apply for. In terms of SEBI Master Circular, SCSBs making applications on their own account using ASBA facility, should 219have a separate account in their own name with any other SEBI registered SCSB. Further, such account shall be used solely for the purpose of making application in public issues and clear demarcated funds should be available in such account for Applications. SEBI Master Circular stipulates the time between closure of the Issue and listing at 6 (six) Working Days. In order to enable compliance with the above timelines, investors are advised to use ASBA facility only to make payment. Don’ts: 1. Do not apply for lower than the minimum Application size. 2. Do not pay the Application Amount in cash, by cheque, by money order or by postal order or by stock invest. 3. Do not send Application Forms by post. Instead submit the same to the Designated Intermediaries or Designated Branches of the SCSBs, as the case may be. 4. Do not submit the Application Form to any non-SCSB bank or our Company. 5. Do not apply through an Application Form that does not have the stamp of the relevant Designated Intermediary or the Designated Branch of the SCSB, as the case may be. 6. Do not fill up the Application Form such that the NCDs applied for exceeds the Issue Size and/or investment limit or maximum number of NCDs that can be held under the applicable laws or regulations or maximum amount permissible under the applicable regulations. 7. Do not submit the GIR number instead of the PAN as the Application is liable to be rejected on this ground. 8. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID (wherever applicable) or provide details for a beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Issue. 9. Do not submit the Application Form without ensuring that funds equivalent to the entire Application Amount are available for blocking in the relevant ASBA Account or in the case of UPI Investors making and Application using the UPI Mechanism, in the UPI-linked bank account where funds for making the Application are available. 10. Do not submit Applications on plain paper or on incomplete or illegible Application Forms. 11. Do not apply if you are not competent to contract under the Indian Contract Act, 1872. 12. Do not submit an Application in case you are not eligible to acquire NCDs under applicable law or your relevant constitutional documents or otherwise. 13. Do not submit Applications to a Designated Intermediary at a location other than Collection Centres. 14. Do not submit an Application that does not comply with the securities law of your respective jurisdiction. 15. Do not apply if you are a person ineligible to apply for NCDs under this Issue including Applications by Persons Resident Outside India, NRI (inter-alia including NRIs who are (i) based in the USA, and/or, (ii) domiciled in the USA, and/or, (iii) residents/citizens of the USA, and/or, (iv) subject to any taxation laws of the USA). 16. Do not make an Application of the NCD on multiple copies taken of a single form. 17. Payment of Application Amount in any mode other than through blocking of Application Amount in the ASBA Accounts shall not be accepted in the Issue. 18. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI in case of Bids submitted by UPI Investors using the UPI Mechanism. 19. Do not submit more than five Application Forms per ASBA Account. 22020. Bidding through the UPI Mechanism using the incorrect UPI handle or using a bank account of an SCSB and/or mobile applications which are not mentioned in the list provided in the SEBI. 21. If you are a Retail Individual Investor who is submitting the ASBA Application with any of the Designated Intermediaries and using your UPI ID for the purpose of blocking of funds, do not use any third party bank account or third-party linked bank account UPI ID. Please also see “Key Regulations and Policies – Operational Instructions” on page 272. Kindly note that Applications submitted to the Designated Intermediaries will not be accepted if the SCSB where the ASBA Account, as specified in the Application Form, is maintained has not named at least one branch at that location for the Designated Intermediaries, to deposit such Application Forms (A list of such branches is available at https://www.sebi.gov.in). Please see “Issue Procedure – Rejection of Applications” on page 203 for information on rejection of Applications. TERMS OF PAYMENT The Application Forms will be uploaded onto the electronic system of the Stock Exchange and deposited with the relevant branch of the SCSB at the Collection Centres, named by such SCSB to accept such Applications from the Designated Intermediaries, as the case may be (a list of such branches is available at https://www.sebi.gov.in). For Applications other than those under the UPI Mechanism, the relevant branch of the SCSB shall perform verification procedures and block an amount in the ASBA Account equal to the Application Amount specified in the Application. For Applications under the UPI Mechanism, i.e., upto ₹ 5 lakhs, the Stock Exchange shall undertake validation of the PAN and Demat account combination details of the Applicant with the Depository. The Depository shall validate the PAN and Demat account details and send response to the Stock Exchange which would be shared by the Stock Exchange with the relevant Designated Intermediary through its platform, for corrections, if any. The blocking of funds in such case (not exceeding ₹ 5 lakhs) shall happen under the UPI Mechanism. The entire Application Amount for the NCDs is payable on Application only. The relevant SCSB shall block an amount equivalent to the entire Application Amount in the ASBA Account at the time of upload of the Application Form. In case of Allotment of lesser number of NCDs than the number applied, the Registrar to the Issue shall instruct the SCSBs or the Sponsor Bank (as the case maybe) to unblock the excess amount in the ASBA Account. For Applications submitted directly to the SCSBs, the relevant SCSB shall block an amount in the ASBA Account equal to the Application Amount specified in the Application, before entering the Application into the electronic system of the Stock Exchange. SCSBs may provide the electronic mode of application either through an internet enabled application and banking facility or such other secured, electronically enabled mechanism for application and blocking of funds in the ASBA Account. For Applications submitted under the UPI Mechanism, post the successful validation of the UPI Mandate Request by the Applicant, the information would be electronically received by the Applicants’ bank, where the funds, equivalent to Application Amount, would get blocked in the Applicant’s ASBA Account. Applicants should ensure that they have funds equal to the Application Amount in the ASBA Account before submitting the Application. An Application where the corresponding ASBA Account does not have sufficient funds equal to the Application Amount at the time of blocking the ASBA Account is liable to be rejected. A UPI Investor applying through the UPI Mechanism should ensure that, they check the relevant SMS generated for the UPI Mandate Request and all other steps required for successful blocking of funds in the UPI linked bank account, which includes accepting the UPI Mandate Request by 5:00 pm on the third Working Day from the day of bidding on the Stock Exchange (except on the last day of the Issue Period, where the UPI Mandate Request not having been accepted by 5:00 pm of the next Working Day), have been completed. The Application Amount shall remain blocked in the ASBA Account until approval of the Basis of Allotment and 221consequent transfer of the amount against the Allotted NCDs to the Public Issue Account(s), or until withdrawal/ failure of this Issue or until withdrawal/ rejection of the Application Form, as the case may be. Once the Basis of Allotment is approved, and upon receipt of intimation from the Registrar, the controlling branch of the SCSB shall, on the Designated Date, transfer such blocked amount from the ASBA Account to the Public Issue Account. The balance amount remaining after the finalisation of the Basis of Allotment shall be unblocked by the SCSBs or the Sponsor Bank (in case of Applications under the UPI Mechanism) on the basis of the instructions issued in this regard by the Registrar to the respective SCSB or the Sponsor Bank, within six Working Days of the Issue Closing Date. The Application Amount shall remain blocked in the ASBA Account until transfer of the Application Amount to the Public Issue Account, or until withdrawal/ failure of this Issue or until rejection of the Application, as the case may be. SUBMISSION OF COMPLETED APPLICATION FORMS Mode of Submission of To whom the Application Form has to be submitted Application Forms ASBA Applications (i) If using physical Application Form, (a) to the Designated Intermediaries at relevant Collection Centres, or (b) to the Designated Branches of the SCSBs where the ASBA Account is maintained; or (ii) If using electronic Application Form, to the SCSBs, electronically through internet banking facility, if available. Applications under the (i) Through the Designated Intermediary, physically or electronically, as UPI Mechanism applicable; or (ii) Through BSE Direct No separate receipts will be issued for the Application Amount payable on submission of Application Form. However, the Designated Intermediaries will acknowledge the receipt of the Application Forms by stamping the date and returning to the Applicants an Acknowledgement Slips which will serve as a duplicate Application Form for the records of the Applicant. Electronic Registration of Applications (a) The Designated Intermediaries and Designated Branches of the SCSBs, as the case may be, will register the Applications (including those under the UPI Mechanism) using the on-line facilities of the Stock Exchange. The Members of Syndicate, our Company and the Registrar to the Issue or the Lead Manager is not responsible for any acts, mistakes or errors or omission and commissions in relation to, (i) the Applications accepted by the SCSBs, (ii) the Applications uploaded by the SCSBs, (iii) the Applications accepted but not uploaded by the SCSBs, (iv) with respect to Applications accepted and uploaded by the SCSBs without blocking funds in the ASBA Accounts, (v) any Applications accepted and uploaded and/or not uploaded by the Trading Members of the Stock Exchange or (vi) any Application made under the UPI Mechanism, accepted or uploaded or failed to be uploaded by a Designated Intermediary or through the app/web based interface of the Stock Exchange and the corresponding failure for blocking of funds under the UPI Mechanism. In case of apparent data entry error by the Designated Intermediaries or Designated Branches of the SCSBs, as the case may be, in entering the Application Form number in their respective schedules other things remaining unchanged, the Application Form may be considered as valid and such exceptions may be recorded in minutes of the meeting submitted to the Designated Stock Exchange. However, the option, mode of allotment, PAN, demat account no. etc. should be captured by the relevant Designated Intermediaries or Designated Branches of the SCSBs in the data entries as such data entries will be considered for Allotment/rejection of Application. (b) The Stock Exchange will offer an electronic facility for registering Applications for this Issue. This facility will be available on the terminals of Designated Intermediaries and the SCSBs during the Issue Period. The Designated Intermediaries can also set up facilities for off-line electronic registration of Applications subject to the condition that they will subsequently upload the off-line data file into the on-line facilities for Applications on a regular basis, and before the expiry of the allocated time on this Issue Closing Date. On the Issue Closing Date, the Designated Intermediaries and the Designated Branches of the SCSBs shall upload the Applications till such time as may be permitted by the Stock Exchange. This information will be available 222with the Designated Intermediaries and the Designated Branches of the SCSBs on a regular basis. Applicants are cautioned that a high inflow of high volumes on the last day of the Issue Period may lead to some Applications received on the last day not being uploaded and such Applications will not be considered for allocation. For further information on the Issue programme, please see “General Information – Issue Programme” on page 40. (c) With respect to Applications submitted directly to the SCSBs at the time of registering each Application, the Designated Branches of the SCSBs shall enter the requisite details of the Applicants in the on-line system including: • Application Form number PAN (of the first Applicant, in case of more than one Applicant) • Investor category and sub-category • DP ID • Client ID • UPI ID (if applicable) • Option of NCDs applied for • Number of NCDs Applied for in each option of NCD • Price per NCD • Bank code for the SCSB where the ASBA Account is maintained • Bank account number • Location • Application amount (d) With respect to Applications submitted to the Designated Intermediaries, at the time of registering each Application, the requisite details of the Applicants shall be entered in the on-line system including: • Application Form number • PAN (of the first Applicant, in case of more than one Applicant) • Investor category and sub-category • DP ID • Client ID • UPI ID (if applicable) • Option of NCDs applied for • Number of NCDs Applied for in each option of NCD • Price per NCD • Bank code for the SCSB where the ASBA Account is maintained • Bank account number 223• Location • Application amount (e) A system generated acknowledgement (TRS) will be given to the Applicant as a proof of the registration of each Application. It is the Applicant’s responsibility to obtain the acknowledgement from the Designated Intermediaries and the Designated Branches of the SCSBs, as the case may be. The registration of the Application by the Designated Intermediaries and the Designated Branches of the SCSBs, as the case may be, does not guarantee that the NCDs shall be allocated/ Allotted by our Company. The acknowledgement will be non-negotiable and by itself will not create any obligation of any kind. (f) Applications can be rejected on the technical grounds listed below or if all required information is not provided or the Application Form is incomplete in any respect. (g) The permission given by the Stock Exchange to use its network and software of the online system should not in any way be deemed or construed to mean that the compliance with various statutory and other requirements by our Company, the Lead Manager are cleared or approved by the Stock Exchange; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does it take any responsibility for the financial or other soundness of our Company, the management or any scheme or project of our Company; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Prospectus; nor does it warrant that the NCDs will be listed or will continue to be listed on the Stock Exchange (h) Only Applications that are uploaded on the online system of the Stock Exchange shall be considered for allocation/ Allotment. The Designated Intermediaries and the Designated Branches of the SCSBs shall capture all data relevant for the purposes of finalizing the Basis of Allotment while uploading Application data in the electronic systems of the Stock Exchange. In order that the data so captured is accurate the Designated Intermediaries and the Designated Branches of the SCSBs will be given up to one Working Day after the Issue Closing Date to modify/ verify certain selected fields uploaded in the online system during the Issue Period after which the data will be sent to the Registrar for reconciliation with the data available with the NSDL and CDSL. REJECTION OF APPLICATIONS Applications would be liable to be rejected on the technical grounds listed below or if all required information is not provided or the Application Form is incomplete in any respect. The Board of Directors and/or the Debenture Allotment Committee thereof, reserves its full, unqualified and absolute right to accept or reject any Application in whole or in part and in either case without assigning any reason thereof. Application may be rejected on one or more technical grounds, including but not restricted to: (a) Application by persons not competent to contract under the Indian Contract Act, 1872, as amended, (other than minors having valid Depository Account as per Demographic Details provided by Depositories); (b) Applications by persons prohibited from buying, selling or dealing in securities, directly or indirectly, by SEBI or any other regulatory authority; (c) Applications accompanied by cash, draft, cheques, money order or any other mode of payment other than amounts blocked in the Applicants’ ASBA Account maintained with an SCSB; (d) Applications not being signed by the sole/joint Applicant(s); (e) Investor Category in the Application Form not being ticked; (f) Application Amount blocked being higher or lower than the value of NCDs Applied for. However, our Company may Allot NCDs up to the number of NCDs Applied for, if the value of such NCDs Applied for exceeds the minimum Application size; (g) Applications where a registered address in India is not provided for the non-Individual Applicants; 224(h) In case of partnership firms (except LLPs), NCDs applied for in the name of the partnership and not the names of the individual partner(s); (i) Minor Applicants (applying through the guardian) without mentioning the PAN of the minor Applicant; (j) PAN not mentioned in the Application Form, except for Applications by or on behalf of the Central or State Government and the officials appointed by the courts and by investors residing in the State of Sikkim, provided such claims have been verified by the Depository Participants. In case of minor Applicants applying through guardian when PAN of the Applicant is not mentioned; (k) DP ID, Client ID or UPI ID (wherever applicable) not mentioned in the Application Form; (l) GIR number furnished instead of PAN; (m) Applications by OCBs; (n) Applications for an amount below the minimum Application size; (o) Submission of more than five ASBA Forms per ASBA Account; (p) Applications by persons who are not eligible to acquire NCDs of our Company in terms of applicable laws, rules, regulations, guidelines and approvals; (q) Applications under power of attorney or by limited companies, corporate, trust etc. submitted without relevant documents; (r) Applications accompanied by stock invest/ cheque/ money order/ postal order/ cash; (s) Signature of sole Applicant missing, or in case of joint Applicants, the Application Forms not being signed by the first Applicant (as per the order appearing in the records of the Depository); (t) Applications by persons debarred from accessing capital markets, by SEBI or any other appropriate regulatory authority; (u) Application Forms not being signed by the ASBA Account holder, if the account holder is different from the Applicant; (v) Signature of the ASBA Account holder on the Application Form does not match with the signature available on the SCSB bank’s records where the ASBA Account mentioned in the Application Form is maintained; (w) Application Forms submitted to the Designated Intermediaries or to the Designated Branches of the SCSBs does not bear the stamp of the SCSB and/or the Designated Intermediary, as the case may be; (x) ASBA Applications not having details of the ASBA Account or the UPI-linked Account to be blocked; (y) In case no corresponding record is available with the Depositories that matches the parameters namely, DP ID, Client ID, UPI ID and PAN; (z) Inadequate funds in the ASBA Account to enable the SCSB to block the Application Amount specified in the Application Form at the time of blocking such Application Amount in the ASBA Account or no confirmation is received from the SCSB for blocking of funds; (aa) SCSB making an Application (a) through an ASBA account maintained with its own self or (b) through an ASBA Account maintained through a different SCSB not in its own name or (c) through an ASBA Account maintained through a different SCSB in its own name, where clear demarcated funds are not present or (d) through an ASBA Account maintained through a different SCSB in its own name which ASBA Account is not utilised solely for the purpose of applying in public issues; (bb) Applications for amounts greater than the maximum permissible amount prescribed by the regulations and 225applicable law; (cc) Authorization to the SCSB for blocking funds in the ASBA Account not provided; (dd) Applications by any person outside India; (ee) Applications not uploaded on the online platform of the Stock Exchange; (ff) Applications uploaded after the expiry of the allocated time on the Issue Closing Date, unless extended by the Stock Exchange, as applicable; (gg) Application Forms not delivered by the Applicant within the time prescribed as per the Application Form, the Prospectus and as per the instructions in the Application Form and the Prospectus; (hh) Applications by Applicants whose demat accounts have been ‘suspended for credit’ pursuant to the circular issued by SEBI on July 29, 2010 bearing number CIR/MRD/DP/22/2010; (ii) Applications providing an inoperative demat account number; (jj) Applications submitted to the Designated Intermediaries other than the Collection Centres or at a Branch of a SCSB which is not a Designated Branch; (kk) Applications submitted directly to the Public Issue Bank (except in case the ASBA Account is maintained with the said bank as a SCSB); (ll) Investor category not ticked; (mm) In case of cancellation of one or more orders (series) within an Application, leading to total order quantity falling under the minimum quantity required for a single Application; (nn) A UPI Investor applying through the UPI Mechanism, not having accepted the UPI Mandate Request by 5:00 pm on the third Working Day from the day of bidding on the stock exchange except on the last day of the Issue Period, where the UPI Mandate Request not having been accepted by 5:00 pm of the next Working Day; and (oo) A non-UPI Investor making an Application under the UPI Mechanism, i.e., an Application for an amount more than ₹ 5 lakhs. (pp) Kindly note that Applications submitted to the Lead Manager, or Trading Members of the Stock Exchanges, Members of the Syndicate, Designated Intermediaries at the Specified Cities will not be accepted if the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has not named at least one branch at that Specified City for the Lead Manager, or Trading Members of the Stock Exchanges, Members of the Syndicate, Designated Intermediaries, as the case may be, to deposit Applications. For information on certain procedures to be carried out by the Registrar to the Issue for finalization of the Basis of Allotment, please see “Information for Applicants” below. Information for Applicants Upon the closure of the Issue, the Registrar to the Issue will reconcile the compiled data received from the Stock Exchange and all SCSBs and match the same with the Depository database for correctness of DP ID, Client ID, UPI ID (where applicable) and PAN. The Registrar to the Issue will undertake technical rejections based on the electronic details and the Depository database and prepare list of technical rejection cases. In case of any discrepancy between the electronic data and the Depository records, our Company, in consultation with the Designated Stock Exchange, the Lead Manager and the Registrar to the Issue, reserves the right to proceed as per the Depository records for such Applications or treat such Applications as rejected. Based on the information provided by the Depositories, our Company shall have the right to accept Applications belonging to an account for the benefit of a minor (under guardianship). In case of Applications for a higher number of NCDs than specified for that category of Applicant, only the 226maximum amount permissible for such category of Applicant will be considered for Allotment. Mode of making refunds The Registrar shall instruct the relevant SCSB to unblock the funds in the relevant ASBA Account to the extent of the Application Amount specified in the Application Forms for withdrawn, rejected or unsuccessful or partially successful Applications within 5 (five) Working Days of the Issue Closing Date. Our Company and the Registrar shall credit the allotted NCDs to the respective beneficiary accounts, within 5 (five) Working Days from the Issue Closing Date. Further, a. Allotment of NCDs in the Issue shall be made within a time period of 4 (four) Working Days from the Issue Closing Date; b. Credit to dematerialised accounts will be given within one Working Day from the Date of Allotment; c. Interest at a rate of 15% per annum will be paid if the Allotment has not been made and/or the refund has not been effected within 5 (five) Working Days from the Issue Closing Date, for the delay beyond 5 (five) Working Days; and d. Our Company will provide adequate funds to the Registrar for this purpose BASIS OF ALLOTMENT Basis of Allotment for NCDs The Registrar will aggregate the Applications, based on the applications received through an electronic book from the Stock Exchange and determine the valid Application for the purpose of drawing the basis of allocation. Allocation Ratio The Registrar will aggregate the Applications based on the Applications received through an electronic book from the Stock Exchange and determine the valid applications for the purpose of drawing the basis of allocation. Grouping of the application received will be then done in the following manner: Grouping of Applications and Allocation Ratio: Applications received from various applicants shall be grouped together on the following basis: (a) Applications received from Category I applicants: Applications received from Category I, shall be grouped together, (“Institutional Portion”); (b) Applications received from Category II applicants: Applications received from Category II, shall be grouped together, (“Non-Institutional Portion”); (c) Applications received from Category III applicants: Applications received from Category III, shall be grouped together, (“Retail Individual Portion”). For removal of doubt, “Institutional Portion”, “Non-Institutional Portion” and “Retail Individual Portion” are individually referred to as “Portion” and collectively referred to as “Portions”. For the purposes of determining the number of NCDs available for allocation to each of the abovementioned Portions, our Company shall have the discretion of determining the number of NCDs to be Allotted over and above the Base Issue Size, in case our Company opts to retain any oversubscription in the Issue up to ₹ 7,500 lakhs. The aggregate value of NCDs decided to be allotted over and above the Base Issue Size, (in case our Company opts to retain any oversubscription in the Issue), and/or the aggregate value of NCDs up to the Base Issue Size shall be collectively termed as the “Overall Issue Size”. Basis of Allotment for NCDs 227Allotments in the first instance: (i) Applicants belonging to the Category I, in the first instance, will be allocated NCDs up to 10% of overall Issue Size on first come first serve basis (determined on the basis of date of receipt of each Application duly acknowledged by the Lead Manager and their respective affiliates/SCSB (Designated Branch or online acknowledgement)); (ii) Applicants belonging to the Category II, in the first instance, will be allocated NCDs up to 40% of Overall Issue Size on first come first serve basis (determined on the basis of date of receipt of each Application duly acknowledged by the Members of the Syndicate/Trading Members/SCSB (Designated Branch or online acknowledgement)); (iii) Applicants belonging to the Category III, in the first instance, will be allocated NCDs up to 50% of Overall Issue Size on first come first serve basis (determined on the basis of date of receipt of each Application duly acknowledged by the Members of the Syndicate/Trading Members/SCSB (Designated Branch or online acknowledgement)); Allotments, in consultation with the Designated Stock Exchange, shall be made on date priority basis i.e., a first- come first-serve basis, based on the date of upload of each Application in to the electronic book with Stock Exchange, in each Portion subject to the Allocation Ratio. However, on the date of oversubscription, the Allotments would be made to the Applicants on proportionate basis. (a) Under Subscription: Under subscription, if any, in any Portion, priority in Allotments will be given in the following order: (i) Individual Portion (ii) Non-Institutional Portion and Resident Indian individuals and Hindu undivided families through the Karta applying who apply for NCDs aggregating to a value exceeding ₹ 5 lakhs; (iii) Institutional Portion (iv) on a first come first serve basis. Within each Portion, priority in Allotments will be given on a first-come-first-serve basis, based on the date of upload of each Application into the electronic system of the Stock Exchange. For each Portion, all Applications uploaded into the electronic book with the Stock Exchange would be treated at par with each other. Allotment would be on proportionate basis, where Applications uploaded into the Platform of the Stock Exchange on a particular date exceeds NCDs to be allotted for each Portion, respectively. Minimum allotment of 10 NCD and in multiples of 1 (one) NCD thereafter would be made in case of each valid Application. (b) Allotments in case of oversubscription: In case of an oversubscription, Allotments to the maximum extent, as possible, will be made on a first- come first-serve basis and thereafter on proportionate basis, i.e. full Allotment of NCDs to the valid Applicants on a first come first serve basis for forms uploaded up to 5 pm of the date falling 1 (one) day prior to the date of oversubscription and proportionate allotment of NCDs to the valid Applicants on the date of oversubscription (based on the date of upload of the Application on the Stock Exchange Platform, in each Portion). In case of over subscription on date of opening of the Issue, the Allotment shall be made on a proportionate basis. Applications received for the NCDs after the date of oversubscription will not be considered for Allotment. In view of the same, the Investors are advised to refer to the Stock Exchanges website at www.bseindia.com for details in respect of subscription. (c) Proportionate Allotments: For each Portion, on the date of oversubscription: 228(i) Allotments to the Applicants shall be made in proportion to their respective Application size, rounded off to the nearest integer; (ii) If the process of rounding off to the nearest integer results in the actual allocation of NCDs being higher than the Issue Size, not all Applicants will be allotted the number of NCDs arrived at after such rounding off. Rather, each Applicant whose Allotment size, prior to rounding off, had the highest decimal point would be given preference; and (iii) In the event, there are more than one Applicant whose entitlement remain equal after the manner of distribution referred to above, our Company will ensure that the Basis of Allotment is finalised by draw of lots in a fair and equitable manner. (d) Applicant applying for more than one series of NCDs: If an Applicant has applied for more than one series of NCDs, and in case such Applicant is entitled to allocation of only a part of the aggregate number of NCDs applied for due to such Applications received on the date of oversubscription, the option-wise allocation of NCDs to such Applicants shall be in proportion to the number of NCDs with respect to each option, applied for by such Applicant, subject to rounding off to the nearest integer, as appropriate in consultation with Lead Manager and Designated Stock Exchange. In cases of odd proportion for Allotment made, our Company in consultation with the Lead Manager will Allot the residual NCD (s) in the following order: (i) first with monthly interest payment in decreasing order of tenor i.e., Series III and I; (ii) second with payment on cumulative options in decreasing order of tenor i.e., Series V, IV and II; Hence using the above procedure, the order of Allotment for the residual NCD(s) will be: V, IV, II, III, I. All decisions pertaining to the Basis of Allotment of NCDs pursuant to the Issue shall be taken by our Company in consultation with the Lead Manager, and the Designated Stock Exchange and in compliance with the aforementioned provisions of this Prospectus. Our Company would Allot Series I NCDs to all valid applications, wherein the Applicants have not indicated their choice of the relevant options of the NCDs. Valid applications where the Application Amount received does not tally with or is less than the amount equivalent to value of number of NCDs applied for, may be considered for Allotment, to the extent of the Application Amount paid rounded down to the nearest ₹ 1,000 in accordance with the pecking order mentioned above. Retention of oversubscription Our Company shall have an option to retain over-subscription up to the Issue limit. Unblocking of Funds for withdrawn, rejected or unsuccessful or partially successful Applications The Registrar shall, pursuant to preparation of Basis of Allotment, instruct the relevant SCSB or the Sponsor Bank (for Applications under the UPI Mechanism), as applicable, to unblock the funds in the relevant ASBA Account/UPI linked bank account, for withdrawn, rejected or unsuccessful or partially successful Applications within six Working Days of the Issue Closing Date. ISSUANCE OF ALLOTMENT ADVICE Our Company shall ensure dispatch/and/or mail the Allotment Advice within 6 (six) Working Days of the Issue Closing Date to the Applicants. The Allotment Advice for successful Applicants will be mailed to their addresses as per the Demographic Details received from the Depositories. Instructions for credit of NCDs to the beneficiary account with Depository Participants shall be made within 6 (six) Working Days of the Issue Closing Date. Our Company shall use best efforts to ensure that all steps for completion of the necessary formalities for commencement of trading at the Stock Exchange where the NCDs are proposed to be listed are taken within three 229Working Days from the Issue Closing Date. Application Amount shall be unblocked within 15(fifteen)Days from the Issue Closing Date or such lesser time as may be specified by SEBI or else the Application Amount shall be unblocked in the ASBA Accounts or the UPI linked bank accounts (for Applications under the UPI Mechanism) of the Applicants forthwith, failing which interest shall be due to be paid to the Applicants at the rate of 15% per annum for the delayed period. Our Company will provide adequate funds required for dispatch of Allotment Advice to the Registrar to the Issue. OTHER INFORMATION Withdrawal of Applications during the Issue Period Applicants can withdraw their Applications until the Issue Closing Date. In case an Applicant wishes to withdraw the Application during the Issue Period, the same can be done by submitting a request for the same to the concerned Designated Intermediary who shall do the requisite. In case of Applications (other than under the UPI Mechanism) were submitted to the Designated Intermediaries, upon receipt of the request for withdrawal from the Applicant, the relevant Designated Intermediary, as the case may be, shall do the requisite, including deletion of details of the withdrawn Application Form from the electronic system of the Stock Exchange and intimating the Designated Branch of the SCSB unblock of the funds blocked in the ASBA Account at the time of making the Application. In case of Applications (other than under the UPI Mechanism) submitted directly to the Designated Branch of the SCSB, upon receipt of the request for withdraw from the Applicant, the relevant Designated Branch shall do the requisite, including deletion of details of the withdrawn Application Form from the electronic system of the Stock Exchange and unblocking of the funds in the ASBA Account, directly. Withdrawal of Applications after the Issue Period In case an Applicant wishes to withdraw the Application after the Issue Closing Date or early closure date, the same can be done by submitting a withdrawal request to the Registrar to the Issue prior to the finalisation of the Basis of Allotment. Revision of Applications Cancellation of one or more orders (series) within an Application is permitted during the Issue Period as long as the total order quantity does not fall under the minimum quantity required for a single Application. Please note that in case of cancellation of one or more orders (series) within an Application, leading to total order quantity falling under the minimum quantity required for a single Application will be liable for rejection by the Registrar. Applicants may revise/ modify their Application details during the Issue Period, as allowed/permitted by the Stock Exchange, by submitting a written request to the Designated Intermediary and the Designated Branch of the SCSBs, as the case may be. For Applications made under the UPI Mechanism, an Applicant shall not be allowed to add or modify the details of the Application except for modification of either DP ID/Client ID, or PAN ID but not both. However, the Applicant may withdraw the Application and reapply. However, for the purpose of Allotment, the date of original upload of the Application will be considered in case of such revision/ modification. In case of any revision of Application in connection with any of the fields which are not allowed to be modified on the electronic Application platform of the Stock Exchange as per the procedures and requirements prescribed by the Stock Exchange, Applicants should ensure that they first withdraw their original Application and submit a fresh Application. In such a case the date of the new Application will be considered for date priority for Allotment purposes. Revision of Applications is not permitted after the expiry of the time for acceptance of Application Forms on the Issue Closing Date. However, in order that the data so captured is accurate, the Designated Intermediaries and/ or the Designated Branches of the SCSBs will be given up to one Working Day after the Issue Closing Date to modify/ verify certain selected fields uploaded in the online system during the Issue Period, after which the data will be sent to the Registrar for reconciliation with the data available with the NSDL and CDSL. Please also see, “Key regulations and Policies” on page 272. 230Depository Arrangements We have made depository arrangements with NSDL and CDSL. Please note that Tripartite Agreements have been executed between our Company, the Registrar and both the depositories. As per the provisions of the Depositories Act, 1996, the NCDs issued by us can be held in a dematerialised form. In this context: (i) Tripartite agreement dated October 28, 2023 among our Company, the Registrar and CDSL and tripartite agreement dated October 16, 2023 among our Company, the Registrar and NSDL, respectively for offering depository option to the investors. (ii) An Applicant must have at least one beneficiary account with any of the Depository Participants (DPs) of NSDL or CDSL prior to making the Application. (iii) The Applicant must necessarily provide the DP ID and Client ID details in the Application Form. (iv) NCDs Allotted to an Applicant in the electronic form will be credited directly to the Applicant’s respective beneficiary account(s) with the DP. (v) Non-transferable Allotment Advice will be directly sent to the Applicant by the Registrar to this Issue. (vi) It may be noted that NCDs in electronic form can be traded only on the Stock Exchange having electronic connectivity with NSDL or CDSL. The Stock Exchange has connectivity with NSDL and CDSL. (vii) Interest or other benefits with respect to the NCDs held in dematerialised form would be paid to those Debenture Holders whose names appear on the list of beneficial owners given by the Depositories to us as on Record Date. In case of those NCDs for which the beneficial owner is not identified by the Depository as on the Record Date/ book closure date, we would keep in abeyance the payment of interest or other benefits, till such time that the beneficial owner is identified by the Depository and conveyed to us, whereupon the interest or benefits will be paid to the beneficiaries, as identified, within a period of 30 days. (viii) The trading of the Secured NCDs on the floor of the Stock Exchanges shall be in dematerialized form only. Please note that the NCDs shall cease to trade from the Record Date (for payment of the principal amount and the applicable premium and interest for such NCDs) prior to redemption of the NCDs. PLEASE NOTE THAT TRADING OF NCDs ON THE FLOOR OF THE STOCK EXCHANGE SHALL BE IN DEMATERIALISED FORM ONLY IN MULTIPLE OF ONE NCD. Allottees will have the option to re-materialize the NCDs Allotted under the Issue as per the provisions of the Companies Act, 2013 and the Depositories Act. Communications All future communications in connection with Applications made in this Issue (except the Applications made through the Trading Members of the Stock Exchange) should be addressed to the Registrar to the Issue, quoting the full name of the sole or first Applicant, Application Form number, Applicant’s DP ID and Client ID, Applicant’s PAN, number of NCDs applied for, ASBA Account number in which the amount equivalent to the Application Amount was blocked or the UPI ID (for UPI Investors who make the payment of Application Amount through the UPI Mechanism), date of the Application Form, name and address of the Designated Intermediary or Designated Branch of the SCSBs, as the case may be, where the Application was submitted. Applicants may contact our Compliance Officer and Company Secretary or the Registrar to the Issue in case of any pre-Issue or post-Issue related problems such as non-receipt of Allotment Advice or credit of NCDs in the respective beneficiary accounts, as the case may be. Interest in case of delay Our Company undertakes to pay interest, in connection with any delay in Allotment and demat credit, beyond the 231time limit as may be prescribed under applicable statutory and/or regulatory requirements, at such rates as stipulated under such applicable statutory and/or regulatory requirements. Undertaking by the Issuer Our Company undertakes that: (a) All monies received pursuant to this Issue shall be transferred to a separate bank account as referred to in sub-section (3) of section 40 of the Companies Act, 2013; (b) Details of all monies utilised out of this Issue referred to in sub-item (a) shall be disclosed under an appropriate separate head in our balance sheet indicating the purpose for which such monies had been utilised; (c) Details of all unutilised monies out of issue of NCDs, if any, referred to in sub-item (a) shall be disclosed under an appropriate separate head in our balance sheet indicating the form in which such unutilised monies have been invested; (d) Details of all utilized and unutilised monies out of the monies collected in the previous issue made by way of public offer shall be disclosed and continued to be disclosed in the balance sheet till the time any part of the proceeds of such previous issue remains unutilized indicating the purpose for which such monies have been utilized, and the securities or other forms of financial assets in which such unutilized monies have been invested; (e) Undertaking by our Company for execution of the Debenture Trust cum Hypothecation Deed. Further, as per Regulation 18 of SEBI NCS Regulations, in the event our Company fails to execute the Debenture Trust cum Hypothecation Deed within a timeline specified under Regulation 18 of SEBI NCS Regulations, our Company shall pay interest of at least 2% p.a. over and above the agreed coupon rate, to each NCD Holder, till the execution of the Debenture Trust cum Hypothecation Deed; (f) We shall utilize the Issue proceeds only upon execution of the Debenture Trust cum Hypothecation Deed as stated in this Prospectus, on receipt of the minimum subscription of 75% of the Base Issue i.e., ₹ 5,625 lakhs and receipt of listing and trading approval from the Stock Exchange; (g) The Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other acquisition, inter alia by way of a lease, of any immovable property business, dealing in equity of listed companies or lending/investment in group companies; and (h) Application money shall be unblocked within six Working Days from the closure of this Issue or such lesser time as may be specified by SEBI, or else the Application money shall be refunded to the Applicants in accordance with applicable law, failing which interest shall be due to be paid to the Applicants for the delayed period, if applicable in accordance with applicable law. (i) The allotment letter shall be issued, or Application Amount shall be unblocked within 15 days from the closure of the Issue or such lesser time as may be specified by SEBI, or else the Application Amount shall be refunded to the applicants forthwith, failing which interest shall be due to be paid to the applicants at the rate of 15% per annum for the delayed period Investors are advised to read the Risk Factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The Prospectus has not been recommended or approved by any regulatory authority in India, including any registrar of companies, stock exchange or SEBI nor does SEBI guarantee the accuracy or adequacy of this Prospectus. Specific attention of investors is invited to the section ‘Risk factors’ on page 16. Our Company has no side letter with any NCD holder. Any covenants later added shall be disclosed on the stock exchanges’ website where the NCDs are listed. Other undertakings by our Company Our Company undertakes that: 232(a) Complaints received in respect of this Issue (except for complaints in relation to Applications submitted to Trading Members) will be attended to by our Company expeditiously and satisfactorily; (b) Necessary cooperation to the relevant credit rating agency(ies) will be extended in providing true and adequate information until the obligations in respect of the NCDs are outstanding; (c) Our Company will take necessary steps for the purpose of getting the NCDs listed within the specified time, i.e., within three Working Days of this Issue Closing Date; (d) Funds required for dispatch of Allotment Advice/NCD Certificates (only upon rematerialisation of NCDs at the specific request of the Allottee/ Holder of NCDs) will be made available by our Company to the Registrar to the Issue; (e) Our Company will forward details of utilisation of the proceeds of this Issue, duly certified by the Statutory Auditor, to the Debenture Trustee as required under applicable laws; (f) Our Company will provide a compliance certificate to the Debenture Trustee on an annual basis in respect of compliance with the terms and conditions of this Issue as contained in this Prospectus; (g) Our Company will disclose the complete name and address of the Debenture Trustee in its annual report; and (h) Our Company shall make necessary disclosures/ reporting under any other legal or regulatory requirement as may be required by our Company from time to time. (i) The allotment of NCDs will be done on a first come, first serve basis. On the successful allotment of the NCDs, the issue proceeds will be released to the issuer to use in pursuance of the objects specified in this Prospectus. 233SECTION VII – LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATION Except as stated in this section, there are no outstanding: (i) criminal proceedings; (ii) actions by statutory/regulatory authorities; (iii) claims for any indirect and direct tax liability; and (iv) other litigations which are identified as material in terms of the Materiality Threshold (as defined hereinafter below), each involving our Company, Directors or Promoter. Our Board of Directors, in its meeting held on October 4, 2023, has adopted a threshold for the identification of material litigations (“Materiality Threshold”). As per the Materiality Threshold, other than for the purposes of (i) to (iii) above, all outstanding litigation, wherein: a. the quantified monetary amount of the claim by or against the Company in any such pending proceeding exceeds 2% of the turnover, as per the last audited financial statements, 2% of net worth, as per the last audited financial statements, except in case the arithmetic value of the net worth is negative, 5% of the average of absolute value of profit or loss after tax, as per the last three audited financial statements of the listed entity; whichever is lower, i.e., ₹ 116.77 lakh. b. the outcome of such litigation proceeding may have a material adverse effect on the business, operations, prospects or reputation of the Company has been considered as ‘material litigation’, and accordingly has been disclosed in this Prospectus. Further, except as mentioned in this section, there are no proceedings involving our Group Companies, which may have a material adverse effect on the position of our Company. It is clarified that for the purposes of the above, pre-litigation notices received by our Company, Directors, Promoter or Group Companies shall, unless otherwise decided by our Board of Directors including committee thereof, not be considered as litigation until such time that our Company or Directors or Promoter or Group Companies, as the case may be, is impleaded as a defendant in litigation proceedings before any judicial forum. Further, except as stated in this section, there are no: (i) litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against our Promoter during the last three years immediately preceding the year of the issue of this Prospectus and any direction issued by such Ministry or Department or statutory authority; (ii) pending litigation involving our Company, our Promoter, our Directors, Group Companies or any other person, whose outcome could have material adverse effect on the position of our Company; (iii) pending proceedings initiated against our Company for economic offences; (iv) default and non- payment of statutory dues, etc; (v) inquiries, inspections or investigations initiated or conducted against our Company under the Companies Act or any previous companies law in the three years immediately preceding the year of this Prospectus; (vi) prosecutions filed (whether pending or completed), fines imposed or compounding of offences done in the three years immediately preceding the year of this Prospectus; and (vii) material frauds committed against our Company in the last three years. Further from time to time, we have been and shall continue to be involved in legal proceedings filed by and/or against us, arising in the ordinary course of our business. We believe that the number of proceedings in which we are/were involved is not unusual for a company of our size doing business in India. Unless stated to the contrary, the information provided below is as of the date of this Prospectus. All terms defined in a particular litigation disclosure below are for that particular litigation only. A. Litigations involving our Company Litigations against our Company Tax proceedings Nature of Case Number of cases Amount involved Direct Tax 3 1,04,13,128 234Indirect Tax NIL NIL Total 3 1,04,13,128 Criminal Cases Nil Material Civil Cases NIL Litigations by our Company Criminal cases 1. Our Company filed a First Information Report bearing No. 73/2022 dated March 7, 2022 against Nafeesa, Mumtaz and Shysith, (collectively referred to as “Accused”) with Kakkur Police Station under Sections 406 and 420 of the Indian Penal Code, 1860. It was alleged that the gold ornaments —specifically, 14 gold bangles pledged by the Accused were spurious/fake. Our Company has alleged that the Accused deliberately pledged 14 fully spurious bangles to obtain unjust enrichment and cheated our Company to the tune of ₹4,13,900. The matter is currently pending. 2. Our Company filed a First Information Report bearing no. 145/2021 dated April 3, 2021 against Nikhat Taher and sixteen others (collectively be referred to as “Accused”) with Chauliaganj Police Station, Cuttack under Sections 420, 41B, 408 and 34 of the Indian Penal Code, 1860. It is alleged that the gold ornaments pledged were composed of spurious metals, and that the Accused intentionally submitted these items to secure a loan amounting to ₹65,88,000. The matter is currently pending. 3. Our Company has filed a First Information Report bearing no. 328/2021 dated August 20, 2021 against Sayed Mubbasirul Haque and three others (collectively referred to as “Accused”) with Jagatpur Police Station under sections 120B, 408, 418, 420 and 34 of the Indian Penal Code, 1860. It is alleged that the Accused pledged 15 spurious gold bangles and availed a loan of Rs.8,08,600. The matter is currently pending. 4. Our company filed a First Information Report bearing no. 133 of 2022 dated January 24, 2022, against Pushpakumar D K, Bijula Chandran V and Riju S S (collectively referred to as “Accused”) with Vizhinjam Police Station under Section 408, 420, 465, 468 and 471 of the Indian Penal Code, 1860. It is alleged that the Accused, employed at our Company’s Vizhinjam branch, created fraudulent pledges and, with deceitful intent, conspired to substitute genuine gold ornaments with counterfeit items. Furthermore, it is alleged that the Accused misappropriated payments made by customers, resulting in an estimated financial loss of approximately ₹50,00,000 to our Company. The matter is currently pending. 5. Our Company has filed a First Information Report bearing no. 99A/2021 dated June 21, 2021 against Satish Kumar (“Accused”) with Nahavihar Police Station. It is alleged that the Accused deliberately pledged spurious gold with the intent to deceit our company. The matter is currently pending. 6. Our Company on July 27, 2023, filed a private complaint with Saket Police Station against Brijesh Kumar (“Accused”) under sections 418 and 420 of the Indian Penal Code, 1860. It is alleged that the Accused deliberately pledged spurious gold and availed a loan of Rs.57,657 with the intent to deceit our Company. The matter is currently pending. 7. Our Company on July 7, 2023 filed a private complaint with Bindapur Police Station against Usharani (“Accused”) under sections 418 and 420 of the Indian Penal Code, 1860. It is alleged that the Accused deliberately pledged spurious gold and availed a loan of Rs.1,61,511 with the intent to deceit our Company. The matter is currently pending. 2358. Our Company on May 26, 2023, filed a private complaint with Bhopal Police Station against Vijay Singh Verma (“Accused”) under sections 418 and 420 of the Indian Penal Code, 1860. It is alleged that the Accused deliberately pledged spurious gold and availed a loan of Rs.4,73,201 with the intent to deceit our Company. The matter is currently pending. 9. Our Company on December 26, 2022 filed a private complaint with Bhajanpura Police Station against Satyam Dubey (“Accused”) under sections 120B, 408, 418 and 420 r/w 34 of the Indian Penal Code, 1860. It is alleged that the Accused deliberately pledged spurious gold and availed a loan of Rs.4,70,089 with the intent to deceit our Company. The matter is currently pending. 10. Our Company on October 3, 2023 filed a First Information Report bearing no. 0501/2023 against Diptimayee Rath (“Accused”) with Jagatpur Police Station. Our Company has alleged that the Accused has stolen two gold packets with the intent to deceit our Company. The matter is currently pending. 11. Our Company on October 23, 2023 filed a private complaint with K N Katju Marg Police Station against Mr. Nagendra Kumar under sections 418 and 420 of the Indian Penal Code, 1860. It is alleged that the Accused deliberately pledged spurious ornaments amounting to Rs.2,58,000/- with the intent to deceit our Company. The matter is currently pending. 12. Our Company on November 23, 2023 filed a private complaint with Bindapur Police Station against Jasmeet Singh under sections 418 and 420 of the Indian Penal Code, 1860. It is alleged that the Accused deliberately pledged spurious ornaments amounting to Rs.24,000/- with the intent to deceit our Company. The matter is currently pending. 13. Our Company filed a First Information Report bearing no. 0315/2023 dated December 13, 2023 with Chauliaganj Police Station against Bapi Nayak & Rasmirani Jena (collectively referred to as “Accused”) under sections 420, 294, 352,120B, 34, 468 & 471 of the Indian Penal Code, 1860. It is alleged that the Accused have deliberately pledged spurious ornaments amounting to Rs.37,29,622/- with the intent to deceit our Company. The matter is currently pending. 14. Our Company on December 23, 2023, filed a private complaint with Dabri Police Station against Naseem Ahmed under sections 120(B), 409, 418, 420 & 468 of the Indian Penal Code, 1860. It is alleged that the Accused deliberately pledged spurious ornaments amounting to Rs.8,71,166/- with the intent to deceit our Company. The matter is currently pending. 15. Our Company on January 4, 2024, filed a complaint with Doraha Police Station against Manpreet Singh and Amritpal Singh (collectively referred to as “Accused”) under sections 120(B), 409, 418, 420 and 468 of the Indian Penal Code, 1860. It is alleged that the Accused deliberately pledged spurious ornaments amounting to Rs.12,45,299/- with the intent to deceit our Company. The matter is currently pending. 16. . On December 29, 2023, our Company filed a private complaint with Mahatma Phule Police Station against Nilesh Sudhir Bhande (“Accused”) under sections 418 & 420 of the Indian Penal Code, 1860. It is stated that that the gold ornaments pledged by the Accused were identified as stolen property, which was subsequently seized by the police authorities. A panchnama was provided to our Company in this regard. It is alleged that the Accused deliberately pledged stolen ornaments valued at approximately ₹1,70,250 with the intent to deceive and defraud our Company. The matter is currently pending. 17. Our Company on January 31, 2024, has filed a private complaint with Badlapur East Police Station against Sanjay Machindra Patole under sections 406, 417, 418 and 420 of the Indian Penal Code, 1860. It is alleged that the Accused deliberately pledged spurious ornaments amounting to Rs.1,98,560/- with the intent to deceit our Company. The matter is currently pending. 23618. Our Company on April 10, 2024 has filed a private complaint with Jagatsinghpur Police Station, Chauliaganj Police Station & Madhupatna Police Station against Niranjan Mohanty under sections 418 & 420 of the Indian Penal Code, 1860. It is alleged that the Accused deliberately pledged spurious ornaments amounting to Rs.70,350/- with the intent to deceit our Company. The matter is currently pending. 19. Our Company on June 29, 2024, has filed a First Information Report bearing no. 0214/2024 against Harshad Patani (“Accused”) with Manikpur Police Station. It is alleged that the Accused deliberately pledged spurious ornaments and also stole gold packets amounting to Rs.13,77,800/- with the intent to deceit the Company. The matter is currently pending with the police authorities. 20. Our Company on July 31, 2024 has filed a complaint with Gill Road Police Station against Harpreet Singh (“Accused”) under section 318 of Bharatiya Nyaya Sanhita, 2023. It is alleged the Accused deliberately pledged spurious ornaments and availed a loan of Rs. 1,92,100/- thereby intending to deceit our Company. The matter is currently pending. 21. Our Company on August 22, 2024 has filed a complaint with Ghansoli Police Station against Ganesh Vilas Shelke (“Accused”) under section 318 of Bharatiya Nyaya Sanhita, 2023. Our Company alleged that the Accused deliberately pledged spurious ornaments and availed a loan of Rs. 3,20,000/- with the intent to deceit our Company. The matter is currently pending. 22. Our Company on October 4, 2024, has filed a complaint with Airoli Police Station against Vaibhav Rajaram Ubale (“Accused”) under section 318 of Bharatiya Nyaya Sanhita, 2023. Our Company has alleged the Accused deliberately pledged spurious ornaments and availed a loan of Rs. 83,000/- with the intent to deceit our Company. The matter is currently pending. 23. Our Company on October 16, 2024, has filed a complaint with the Commissioner of Police, Ludhiana against Vikas Kumar Nagpal (“Accused No.1”), Pooja Negi (“Accused No. 2”), Harjeet Singh (Accused No. 3), Harman Singh Sohal (Accused No. 4), MD Saif Hussain (“Accused No. 5) and Bhawandeep Singh (“Accused no. 6”) under section 318 and 316 (4) R/w 61 (2) of Bharatiya Nyaya Sanhita, 2023. Our Company has alleged that the Accused No.1 & Accused No. 2, who were employees entrusted with the custody of the pledged ornaments, cheated the company with the connivance of the other Accused and caused a loss of Rs. 3,60,000/-. The matter is currently pending. 24. Our Company on October 22, 2024, has filed a complaint with Vasai Police Station against Harshad Patani (“Accused”) under sections 318(1) & 318(3) of Bharatiya Nyaya Sanhita, 2023. It is alleged the Accused deliberately pledged spurious ornaments and availed a loan of Rs. 1,57,700/- with the intent to deceit our Company. The matter is currently pending. 25. Our Company on November 27, 2024 has filed a complaint with Kharghar Police Station against Ganesh Vilas Shelke (“Accused”) under sections 318(1) & 318(3) of Bharatiya Nyaya Sanhita, 2023. It is alleged that the Accused deliberately pledged spurious ornaments and availed a loan of Rs. 3,13,000/- with the intent to deceit our Company. The matter is currently pending. 26. Our Company on December 02, 2024 has filed a complaint with Adarsh Nagar Police Station against Sawan Kumar (“Accused”) under sections 318(1) & 318(3) of Bharatiya Nyaya Sanhita, 2023. It is alleged the Accused deliberately pledged spurious ornaments and availed a loan of Rs. 6,00,000/- thereby intending to deceit our Company. The matter is currently pending. 27. Our Company on February 11, 2025 filed a complaint with the Boisar Police Station against Naman Ramesh Dhuriya (“Accused No.1”), Harsh Sunil Jain (“Accused No. 2”), Rishabh Dinesh Soni (Accused No. 3), Ashish Khuruchand Kumbhar (Accused No. 4) and Aakash Rajendra Yadav (“Accused No. 5) under sections 3(6), 61(1), 61(2), 316(1), 316(2), 316(4), 318(10, 318(2) and 318(3) of Bharatiya Nyaya Sanhita, 2023. Our Company has alleged that Accused No.1, who was an employee entrusted with the custody of pledged ornaments, cheated the Company in connivance with the other accused. The total loan amount of ₹7,15,250/- 237was disbursed against spurious gold pledged by the accused. In addition, Accused No.1 misappropriated a further sum of ₹1,50,000/-. Consequently, the total financial loss caused to the Company amounts to ₹8,65,250/-. The matter is currently pending. 28. Our Company on December 10, 2024 has filed a complaint with Kalamboli Police Station against Lalit Madke (“Accused”) under section 318(1) & 318(3) of Bharatiya Nyaya Sanhita, 2023. It is alleged the Accused have deliberately pledged spurious ornaments and availed a loan of Rs. 1,49,400/- thereby intending to deceit our company. The matter is currently pending. 29. Our Company on December 14, 2024 has filed a complaint with Koparkhairane Police Station against Shalini Yadav (“Accused”) under section 318(1) & 318(3) of Bharatiya Nyaya Sanhita, 2023. It is alleged the Accused have deliberately pledged spurious ornaments and availed a loan of Rs.2,64,180/- thereby intending to deceit our company. The matter is currently pending. 30. Our Company on January 11, 2025 has filed a complaint with Kolsewadi Police Station against Samir Jilani Shaikh (“Accused”) under section section 318(1) & 318(3) of Bharatiya Nyaya Sanhita, 2023. Our company states that during the periodic verification of the pledged gold ornaments, it was found that the gold ornaments were fully spurious/fake and same were filled with wax and hard metals. Our company has alleged the Accused have deliberately pledged spurious ornaments and availed a loan of Rs. 75,000/- thereby intending to deceit our company. Our Company has prayed for punishment to the accused. The matter is currently pending. 31. Our Company filed a complaint dated March 03, 2025, with the Koparkhairane Police Station, under sections 45, 46, 61, 303 (1), 306, 314, 316 (2), 316(4), 316(5), 318(2) and 318(3) of Bharatiya Nyaya Sanhita, 2023, against Sahil Raju Kandar (“Accused”) who was the branch-in-charge of our Ghansoli Branch, Mumbai Region. It is alleged by our Company that the Accused tampered with and mutilated and stole the gold ornaments pledged by the customers worth approx. ₹19,58,746/-. The matter is currently pending. Material Civil cases Cases filed by the Company NIL Inquiries, inspections or investigations initiated or conducted under securities law or the Companies Act or any previous companies law in the last five years immediately preceding the year of issue of this Prospectus against our Company There have been no inquiries, inspections or investigations initiated or conducted under the Companies Act or any previous companies law in the last five years immediately preceding the year of this Prospectus against our Company. Litigations involving our Group Companies Tax Proceedings NIL Litigations against our Group Companies NIL Litigations by our Group Companies 238NIL B. Litigations involving our Promoter Litigations against our Promoter Tax proceedings Nature of Case Number of cases Amount involved (in lakhs) Direct Tax NIL NIL Indirect Tax NIL NIL Total NIL NIL Criminal Cases NIL Material Civil Cases The mark “MUTHOOT” has been registered as a trademark by M. Mathew. Thomas John Muthoot, Thomas George Muthoot, Thomas Muthoot and Muthoot Pappachan Group have filed an application before the Intellectual Property Appellate Board, Chennai (“IPAB”) on July 3, 2012 for the removal, expungement, rectification, cancellation and variation of the trademark with registration number 1267883 in class 36 in the name of M Matthew against our Promoter, Director and Chairman M. Mathew, to remove/cancel/rectify the trademark “MUTHOOT”. Subsequently, the application was transferred to the Intellectual Property Division of the High Court of Judicature at Madras and is currently pending. B. Litigations by our Promoter Criminal Cases NIL Material Civil Cases M. Mathew, Promoter, Director and Chairman of our Company has filed a suit bearing O.S. No. 6 of 2013 before the district court at Kottayam against Muthoot Pappachan Group, Muthoot George Group and Muthoot Mini Group (collectively “Defendants”) for infringement of the trademark “MUTHOOT”. The mark “MUTHOOT” has been registered as a trademark by M. Mathew. M. Mathew has prayed for permanent prohibitory injunction restraining the Defendants from directly or indirectly using the trademark “MUTHOOT”. The matter is currently pending. C. Litigations involving our Directors Litigation against our Director Tax Proceedings Nature of Case Number of cases Amount involved (in lakhs) Direct Tax NIL NIL Indirect Tax NIL NIL Total NIL NIL Criminal Cases 239NIL Material Civil Cases NIL Litigations by our Directors Criminal Cases NIL Material Civil Cases 1. Ammini Mathew, Whole Time Director of our Company has filed Applications bearing nos. 1248199 dated November 7, 2011 and 1880132 dated November 4, 2009 for removal/ rectification of trademark before the Registrar of Trademarks against Muthoot Finance Limited, Muthoot Group, its Directors and Others (“Defendants”). The mark “MUTHOOT” has been registered as a trademark by M. Mathew, Promoter, Director and Chairman. Ammini Mathew has prayed for permanent prohibitory injunction restraining the Defendants from directly or indirectly using the trademark “MUTHOOT”. The matter is currently pending. Apart from cases disclosed above in material civil litigation by the Promoter, there are no other cases by the Directors. Notices received by the Company: NIL Litigation or legal action pending or taken by any ministry or government department or statutory authority against our Promoter during the last three years immediately preceding the year of the issue of this Prospectus and any direction issued by any such ministry or department or statutory authority upon conclusion of such litigation or legal action NIL Inquiries, inspections or investigations initiated or conducted under securities law or the Companies Act or any previous companies’ law in the last three years immediately preceding the year of issue of this Prospectus against our Company (whether pending or not); fines imposed or compounding of offences done by our Company in the last three years immediately preceding the year of this Prospectus NIL Reservations or qualifications or adverse remarks or emphasis of matter or other observations of the auditors of our Company in the last three financial years and their impact on the financial statements and financial position of our Company and the corrective steps taken and proposed to be taken by our Company for each of the said reservations or qualifications or adverse remarks or emphasis of matter or other observations: 240Finan Basis of Summary of Qualifications or reservations or Impact on Corrective steps cial Financial emphasis of matter or adverse remarks or other the taken and proposed Year Statements observations by auditors in the special purpose financial to be taken by the audit report / CARO statements Company and financial position of the Company Fiscal Standalone Report on Other Legal and Regulatory Provisions Company has made 2025 Requirements made for the provisions for the overdue loans overdue and CARO reporting clause 3(d) loan taken reasonable accounts steps for recovery of Total amount overdue for more than ninety days is the overdue. ₹1045.63 lakhs and reasonable steps have been taken by the company for recovery of the principal and interest. CARO reporting clause xi (a) Provision Company has made has been provision for During the period, the Company has reported made in the misappropriations. instances of fraud by its employees/Customers books of amounting to ₹86.66 lakhs and has provided equal accounts. amount of provision in the books of accounts. Fiscal Standalone Report on Other Legal and Regulatory Provisions Company has made 2024 Requirements made for the provisions for the overdue loans overdue and CARO reporting clause 3(d) loan taken reasonable accounts steps for recovery of Total amount overdue for more than ninety days is the overdue. ₹217.63 lakhs and reasonable steps have been taken by the company for recovery of the principal and interest. CARO reporting clause xi (a) Provision Company has made has been provision for During the period, the Company has reported a fraud made in the misappropriations. case, where gold loan related misappropriations have books of occurred for amounts aggregating ₹32.67 lakhs and accounts. has provided equal amount of provision in the books of accounts. Fiscal Standalone Report on Other Legal and Regulatory Nil Amount transferred 2023 Requirements to IEPF on June 14, 2023 Amount of ₹9,956 required to be transferred to the Investor Education and Protection Fund is not yet paid by the Company CARO reporting clause 3(d) Provisions Company has made made for the provisions for the Total principal amount overdue for more than ninety overdue loans overdue and days is ₹717.23 lakhs and reasonable steps have been loan taken reasonable taken by the Company for recovery of the principal accounts steps for recovery of and interest the overdue amounts 241Details of acts of material frauds committed against our Company in current financial year and last three Fiscals, if any, and if so, the action taken by our Company The list of material frauds committed against our Company in the current financial year and last three Fiscals are as follows: S Financ Branch Date of Modus Operandi Recover Amou Provisi Action r ial Detecti Gross & Action Taken y nt on taken N Year/ on / Amou amount Writt by the o Period Date of nt (Insura en Compa Reporti nce Off ny ng To Claim RBI Receive d) (₹ in (₹ in (₹ in (₹ in lakh) lakh) lakh) lakh) 1 Current Gujarat April 0.75 Mahendrabhai - - 0.75 Action financi 15,2025 Mavani -Our for al year company states recover as on that during the y under July periodic process 07,202 verification of the 5 pledged gold ornaments, it was found that the gold ornaments were fully spurious/fake and same were filled with wax and hard metals 2 2024- Odisha April 0.70 Niranjan Mohanty - - 0.70 Action 25 10,2024 -Our Company for states that during Recove the periodic ry is in verification of the Process pledged gold . ornaments it was found that the gold ornaments were fully spurious/fake and the same were filled with wax and hard metals. Our Company has alleged that the Accused have deliberately pledged spurious ornaments Uttar July 13.78 Harshad Patani. 12.72 - 1.06 Action Pradesh 29,2024 The accused for pledged gold Recove ornaments that ry is in 242were fully Process spurious/ fake and . the same were filled with max and hard metals. The company has alleged that the accused have deliberately pledged spurious ornaments Punjab July 1.92 Our Company on 1.20 - 0.72 Action 31,2024 31st July 2024 has for filed a complaint Recove with Gill Road ry is in Police Station Process against Harpreet . Singh (“Accused”) under section 318 of Bharatiya Nyaya Sanhita, 2023. Our company states that during the periodic verification of the pledged gold ornaments, it was found that the gold ornaments were fully spurious/fake and same were filled with wax and hard metals. Our company has alleged the Accused have deliberately pledged spurious ornaments and availed a loan of Rs. 1,92,100/- thereby intending to deceit our company. Our company has prayed for punishment to the accused. The matter is currently pending 243Maharasht August 3.20 Ganesh Vilas 2.52 - 0.68 Action ra 22,2024 Shelke- The for accused pledged Recove gold ornaments ry is in that were fully Process spurious/ fake and . the same were filled with max and hard metals. The company has alleged that the accused have deliberately pledged spurious ornaments. The matter is currently pending Maharasht October 0.83 Vaibhav Rajaram - - 0.83 Action ra 10,2024 Ubale- The for accused pledged Recove gold ornaments ry is in that were fully Process spurious/ fake and . the same were filled with max and hard metals. The company has alleged that the accused have deliberately pledged spurious ornaments. The matter is currently pending Punjab October 3.60 Vikas Kumar 2.96 - 0.64 Action 16,2024 Nagpal & Pooja for Negi-Ex- Recove employee, Vikas ry is in Kumar Nagpal & Process Pooja Negi with . the connivance of customers deceited our company, thereby causing a huge loss of Rs. 3,60,000/- to our company Maharasht October 1.58 Harshad Patani - 0.95 - 0.63 Action ra 22,2024 gold ornaments for were fully Recove spurious/fake and ry is in same were filled 244with wax and hard Process metals . 2024- Maharasht Novem 3.13 Ganesh Vilas 2.58 - 0.55 Action 25 ra ber Shelke – Our for 27,2024 company states Recove that during the ry is in periodic Process verification of the . pledged gold ornaments, it was found that the gold ornaments were fully spurious/fake and same were filled with wax and hard metals Maharasht Decem 6.00 Sawan Kumar-Our 4.07 - 1.93 ra ber company states 2,2024 that during the periodic verification of the pledged gold ornaments, it was found that the gold ornaments were fully spurious/fake and same were filled with wax and hard metals Maharasht Decem 1.49 Our Company on - - 1.49 Action ra ber 10th December for 10,2024 2024 has filed a Recove complaint with ry is in Kalamboli Police Process Station against . Lalit Madke (“Accused”) under section 318(1) & 318(3) of Bharatiya Nyaya Sanhita, 2023. Our company states that during the periodic verification of the pledged gold ornaments, it was found that the gold ornaments were fully spurious/fake and same were filled with wax and hard metals. Our company has 245alleged the Accused have deliberately pledged spurious ornaments and availed a loan of Rs. 1,49,400/- thereby intending to deceit our company. Our company has prayed for punishment to the accused. The matter is currently pending. Maharasht Decem 2.64 Our Company on - - 2.64 Action ra ber 14th December for 14,2024 2024 has filed a Recove complaint with ry is in Koparkhairane Process Police Station . against Shalini Yadav (“Accused”) under section 318(1) & 318(3) of Bharatiya Nyaya Sanhita, 2023. Our company states that during the periodic verification of the pledged gold ornaments, it was found that the gold ornaments were fully spurious/fake and same were filled with wax and hard metals. Our company has alleged the Accused have deliberately pledged spurious ornaments and availed a loan of Rs.2,64,180/- thereby intending to deceit our company. Our company has prayed for punishment to the 246accused. The matter is currently pending. Maharasht January 0.75 Our Company on - - 0.75 Action ra 11,2025 11th January 2025 for has filed a Recove complaint with ry is in Kolsewadi Police Process Station against . Samir Jilani Shaikh (“Accused”) under section section 318(1) & 318(3) of Bharatiya Nyaya Sanhita, 2023. Our company states that during the periodic verification of the pledged gold ornaments, it was found that the gold ornaments were fully spurious/fake and same were filled with wax and hard metals. Our company has alleged the Accused have deliberately pledged spurious ornaments and availed a loan of Rs. 75,000/- thereby intending to deceit our company. Our company has prayed for punishment to the accused. The matter is currently pending. 247Maharasht Februar 7.15 Our Company on - - 7.15 Action ra y 11th February for 11,2025 2025 has filed a Recove complaint with the ry is in Boisar Police Process Station against . Naman Ramesh Dhuriya (“Accused No.1”), Harsh Sunil Jain (“Accused No. 2”), Rishabh Dinesh Soni (Accused No. 3), Ashish Khuruchand Kumbhar (Accused No. 4) and Aakash Rajendra Yadav (“Accused No. 5) under section 3(6), 61(1), 61(2), 316(1), 316(2), 316(4), 318(10, 318(2) and 318(3) of Bharatiya Nyaya Sanhita, 2023. Our Company has alleged that the Accused No.1, who were an employee entrusted with the custody of the pledged ornaments, cheated the company with the connivance of the other Accused and caused a loss of Rs. 7,15,250/-. Our company has prayed for punishment to the accused. The matter is currently pending 248January 4.48 On 30/1/2025 a - 4.48 Compla 30,2025 complaint has int been filed against against Harsh Sunil Jain as peldgin Accused for g of pledging spurios spuriou gold in Boisar s gold Branch, Mumbai orname Region with the nts and help of the also Manager, Mr. fidelity Naman Ramesh Dhuriya. (GL Nos. 3129, 3130, 3131, 3142, 3143) January 0.99 On 30/01/2025 a - 0.99 - Compla 30,2025 complaint was int filed against Mr. against Rishabh Dinesh peldgin Soni as Accused g of for pledging spuriou spurious gold in s gold Boisar Branch, orname Mumbai Region, nts and with the aid of the also Branch Manager, fidelity Mr. Naman Ramesh Dhuriya. ( GL Nos. 3134) January 0.70 On 30/01/2025 a - 0.70 - Compla 30,2025 complaint was int filed against Mr. against Ashish peldgin Khuruchand g of Kumbhar as spuriou Accused for s gold pledging spurious orname gold in Boisar nts and Branch, Mumbai also Region, with the fidelity aid of the Branch Manager, Mr. Naman Ramesh Dhuriya. ( GL Nos 3152) January 0.98 On 30/01/2025 a - 0.98 - Compla 30,2025 complaint was int filed against Mr. against Aakash Rajendra peldgin Yadav as Accused g of for pledging spuriou spurious gold in s gold Boisar Branch, orname Mumbai Region, nts and 249with the aid of the also Branch Manager, fidelity Mr. Naman Ramesh Dhuriya. ( GL Nos. 3132) January 8.65 On 30/01/2025 a - 8.65 - Fidelit 30,2025 complaint was y filed against Mr. Naman Ramesh Dhuriya, Branch Mnaager, Boisar Branch for cheating the company in connivance with the customers namely, Hash Sunil Jain, Rishabh Dinesh Soni, Aakash Rajendra Yadav and Ashish Khruchand Kumbhar and also stealing a sum of Rs.1,50,000/- from the cash kept at the Branch (GL Nos. 3132, 3152, 3134, 3129, 3130, 3131, 3142, 3143) Februar 1.60 On 6/2/2025 a - 1.60 - Fidelit y complaint was y 06,2025 filed a agaiinst the Additional Branch Manager of Parvathiya Colony, Delhi Region, Mr. Monish Goswami, for stealing away Rs.1,60,000/- from the Branch Februar 2.90 On 11/02/2025 a - 2.90 - Cheati y complaint was ng 11,2025 filed against Mr. Vaibhav Sidharth Gaikwad before the Talegaon Police Station,Madhyapr 250adaesh Region as he did not pay back a sum of Rs. 2,90,000/- which was inadvertanatly transferred to him twice due to discrepancies in the Banking Software. March 19.59 On 15/03/2025 a - 19.59 - Fidelit 15,2025 complaint was y filed against Mr. Sahil Raju Kandar, who was the Branch-in-charge of our Ghansoli Branch, Mumbai Region for stealing away Eight Packets of pledged gold ornaments worth Rs. 19,58,746/-. ( GL Nos. 6314, 8031, 8153, 7369, 7372, 8175, 6624, 7564) Total 86.66 27.00 39.89 19.77 Financ ial year as on March 31, 2025 3. 2023- Badlapur Februar 0.96 Our Company - - 0.96 Action 24 y 21, states that during for 2024 the periodic Recove verification of the ry is in 2023- Doraha Februar 5.34 - - 5.34 pledged gold Process 24 y 21, ornaments it was . 2024 found that the gold ornaments were 2023- Jagatpur Februar 1.05 - - 1.05 made out of 24 y 21, spurious metals 2024 and low purity 2023- Jagatsingh Februar 0.21 gold ornaments. - - 0.21 24 pur y 21, 2024 2023- Jeewan Februar 19.54 - - 19.54 24 Park y 21, 2024 2512023- Kalyan Februar 1.58 - - 1.58 24 West y 21, 2024 2023- Mahanadh Februar 1.86 - - 1.86 24 i Vihar y 21, 2024 2023- Mahatab Februar 0.05 - - 0.05 24 Road y 21, 2024 2023- Rohini Februar 2.08 - - 2.08 24 Sector 16 y 21, 2024 Total 32.67 - - 32.67 FY 2023- 24 2022- - - - - - - - - 2023 (Rs 86.66 lakhs as per CARO in Independent Auditors report dated May 30, 2025 for financial year 2024-25, Rs 32.67 lakhs as per CARO in Independent Auditors report dated May 29, 2024 for financial year 2023-24 and Rs 0.75 lakhs as per management representation on fraud relating to the period April 01,2025 to July 07,2025) Details of disciplinary action taken by SEBI or Stock Exchanges against the Promoters/ Group companies in the last five financial years, including outstanding action. NIL 252OTHER REGULATORY AND STATUTORY DISCLOSURES Issuer’s Absolute Responsibility “The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to the Issuer and the issue which is material in the context of the issue, that the information contained in 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 stated and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.” Authority for the Issue At the meeting of the Board of Directors of our Company held on June 11, 2025 approved the issuance of NCDs of face value of ₹1,000 each for an amount aggregating up to ₹7,500 lakhs (“Base Issue Size”) with an option to retain oversubscription up to ₹ 5,000 lakh, aggregating up to ₹ 12,500 lakh (“Issue Size” or “Issue Limit”). Further, the present borrowing is within the borrowing limits under section 180(1)(c) of the Companies Act, 2013, duly approved by the Shareholders’ vide their resolution passed at their AGM held on September 30, 2024.The NCDs pursuant to this Issue will be issued on terms and conditions as set out in this Prospectus. Prohibition by SEBI Our Company, persons in control of our Company, our Directors and/or our Promoters have not been restrained, prohibited or debarred by SEBI from accessing the securities market or dealing in securities and no such order or direction is in force. None of our Directors and/or our Promoters, is a director or promoter of another company which has been restrained, prohibited or debarred by SEBI from accessing the securities market or dealing in securities. Our Company is not in default of payment of interest or repayment of principal amount in respect of non- convertible securities, for a period of more than six-months as on the date of this Prospectus. Our Company confirms that there are no fines or penalties levied by SEBI or the Stock Exchanges pending to be paid by the Company as on the date of this Prospectus. No regulatory action is pending against our Company or our Promoters or our Directors before SEBI or the RBI. Categorisation as a Wilful Defaulter Our Company or persons in control of our Company or any of our Directors or our Promoters have not been categorised as wilful defaulters by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the RBI, ECGC or any other governmental / regulatory authority, nor are they in default of payment of interest or repayment of principal amount in respect of non-convertible securities, for a period of more than six months. None of our Whole-time Directors and/or our Promoters, is a whole-time director or promoter of another company which has been categorised as a wilful defaulter. Declaration as a Fugitive Economic Offender None of our Promoters or Directors has been declared as a Fugitive Economic Offender under Section 12 of the Fugitive Economic Offenders Act, 2018 (17 of 2018). Other confirmations None of our Company or our Directors or our Promoters, or person(s) in control of our Company was a promoter, director or person in control of any company which was delisted within a period of ten years preceding the date of this Prospectus, in accordance with the SEBI Delisting Regulations, as amended. 253Disclaimer Disclaimer statement from our Company, our Directors and the Lead Manager Our Company, our Directors and the Lead Manager accepts no responsibility for statements made other than in this Prospectus or in the advertisements or any other material issued by or at our Company’s instance in connection with the Issue of the NCDs and anyone placing reliance on any other source of information including our Company’s website, or any website of any affiliate of our Company would be doing so at their own risk. The Lead Manager accept no responsibility, save to the limited extent as provided in the Issue Agreement. None among our Company or the Lead Manager or any Member of the Syndicate is liable for any failure in uploading the Application due to faults in any software/ hardware system or otherwise; the blocking of Application Amount in the ASBA Account on receipt of instructions from the Sponsor Bank on account of any errors, omissions or non-compliance by various parties involved in, or any other fault, malfunctioning or breakdown in, or otherwise, in the UPI Mechanism. Investors who make an Application in the Issue will be required to confirm and will be deemed to have represented to our Company, the Lead Manager and their respective directors, officers, agents, affiliates, and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire the NCDs and will not issue, sell, pledge, or transfer the NCDs to any person who is not eligible under any applicable laws, rules, regulations, guidelines and approvals to acquire the NCDs. Our Company, the Lead Manager and their respective directors, officers, agents, affiliates, and representatives accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire the NCDs being offered in the Issue. DISCLAIMER CLAUSE OF SEBI IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF OFFER DOCUMENT TO THE SECURITIES AND EXCHANGE BOARD OF INDIA (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 ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE OFFER DOCUMENT. THE LEAD MANAGER, VIVRO FINANCIAL SERVICES PRIVATE LIMITED, HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE OFFER DOCUMENT ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI (ISSUE AND LISTING OF NON CONVERTIBLE SECURITIES) REGULATIONS, 2021. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE OFFER DOCUMENT, THE LEAD MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ISSUER DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE LEAD MANAGER, VIVRO FINANCIAL SERVICES PRIVATE LIMITED, HAS FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED JULY 12, 2025, WHICH READS AS FOLLOWS: 1. WE CONFIRM THAT NEITHER THE ISSUER NOR ITS PROMOTER OR DIRECTORS HAVE BEEN PROHIBITED FROM ACCESSING THE CAPITAL MARKET UNDER ANY ORDER OR DIRECTION PASSED BY THE BOARD. WE ALSO CONFIRM THAT NONE OF THE INTERMEDIARIES NAMED IN THE OFFER DOCUMENT HAVE BEEN DEBARRED FROM FUNCTIONING BY ANY REGULATORY AUTHORITY. 2. WE CONFIRM THAT ALL THE MATERIAL DISCLOSURES IN RESPECT OF THE ISSUER HAVE BEEN MADE IN THE OFFER DOCUMENT AND CERTIFY THAT ANY MATERIAL DEVELOPMENT IN THE ISSUE OR RELATING TO THE ISSUE UP TO THE COMMENCEMENT OF LISTING AND TRADING OF THE NCDs OFFERED THROUGH THIS ISSUE SHALL BE INFORMED THROUGH PUBLIC NOTICES/ADVERTISEMENTS IN ALL THOSE NEWSPAPERS IN WHICH PRE-ISSUE ADVERTISEMENT AND ADVERTISEMENT FOR OPENING OR CLOSURE OF THE ISSUE HAVE BEEN GIVEN. 2543. WE CONFIRM THAT THE OFFER DOCUMENT CONTAINS ALL DISCLOSURES AS SPECIFIED IN THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021, AS AMENDED. 4. WE ALSO CONFIRM THAT ALL RELEVANT PROVISIONS OF THE COMPANIES ACT, 1956, COMPANIES ACT, 2013, SECURITIES CONTRACTS, (REGULATION) ACT, 1956, SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 AND THE RULES, REGULATIONS, GUIDELINES, CIRCULARS ISSUED THEREUNDER ARE COMPLIED WITH. WE CONFIRM THAT NO COMMENTS/COMPLAINTS WERE RECEIVED ON THE DRAFT PROSPECTUS HOSTED ON THE WEBSITE OF BSE LIMITED (DESIGNATED STOCK EXCHANGE). DISCLAIMER CLAUSE OF BSE BSE LIMITED ("THE EXCHANGE") HAS GIVEN, VIDE ITS APPROVAL LETTER DATED JULY 10, 2025 PERMISSION TO THIS COMPANY TO USE THE EXCHANGE'S NAME IN THIS OFFER DOCUMENT AS ONE OF THE STOCK EXCHANGES ON WHICH THIS COMPANY'S SECURITIES ARE PROPOSED TO BE LISTED. THE EXCHANGE HAS SCRUTINIZED THE DRAFT OFFER DOCUMENT/OFFER DOCUMENT FOR ITS LIMITED INTERNAL PURPOSE OF DECIDING ON THE MATTER OF GRANTING THE AFORESAID PERMISSION TO THIS COMPANY. THE EXCHANGE DOES NOT IN ANY MANNER: a) WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR COMPLETENESS OF ANY OF THE CONTENTS OF THIS OFFER DOCUMENT; OR b) WARRANT THAT THIS COMPANY'S SECURITIES WILL BE LISTED OR WILL CONTINUE TO BE LISTED ON THE EXCHANGE; OR c) TAKE ANY RESPONSIBILITY FOR THE FINANCIAL OR OTHER SOUNDNESS OF THIS COMPANY, ITS PROMOTERS, ITS MANAGEMENT OR ANY SCHEME OR PROJECT OF THIS COMPANY. AND IT SHOULD NOT FOR ANY REASON BE DEEMED OR CONSTRUED THAT THE DRAFT OFFER DOCUMENT/OFFER DOCUMENT HAS BEEN CLEARED OR APPROVED BY THE EXCHANGE. EVERY PERSON WHO DESIRES TO APPLY FOR OR OTHERWISE ACQUIRES ANY SECURITIES OF THIS COMPANY 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 FOR ANY OTHER REASON WHATSOEVER. DISCLAIMER CLAUSE OF RBI THE COMPANY IS HAVING A VALID CERTIFICATE OF REGISTRATION DATED DECEMBER 12, 2002, BEARING REGISTRATION NO. 16.00178 ISSUED BY THE RESERVE BANK OF INDIA UNDER SECTION 45 IA OF THE RESERVE BANK OF INDIA ACT, 1934. HOWEVER, RBI DOES NOT ACCEPT ANY RESPONSIBILITY OR GUARANTEE ABOUT THE PRESENT POSITION AS TO THE FINANCIAL SOUNDNESS OF THE COMPANY OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS OR REPRESENTATIONS MADE OR OPINIONS EXPRESSED BY THE COMPANY AND FOR REPAYMENT OF DEPOSITS/DISCHARGE OF LIABILITY BY THE COMPANY. DISCLAIMER IN RESPECT OF JURISDICTION THE ISSUE IS BEING MADE IN INDIA, TO INVESTORS FROM CATEGORY I, CATEGORY II, AND CATEGORY III. THIS PROSPECTUS WILL NOT, HOWEVER, CONSTITUTE AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR THE NCDS OFFERED HEREBY IN ANY JURISDICTION OTHER THAN INDIA TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR 255INVITATION 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. DISCLAIMER CLAUSE OF INDIA RATINGS USERS OF INDIA RATINGS SHOULD UNDERSTAND THAT NEITHER AN ENHANCED FACTUAL INVESTIGATION NOR ANY THIRD-PARTY VERIFICATION CAN ENSURE THAT ALL OF THE INFORMATION INDIA RATINGS RELIES ON IN CONNECTION WITH A RATING WILL BE ACCURATE AND COMPLETE. ULTIMATELY, THE ISSUER AND ITS ADVISERS ARE RESPONSIBLE FOR THE ACCURACY OF THE INFORMATION THEY PROVIDE TO INDIA RATINGS AND TO THE MARKET IN OFFERING DOCUMENTS AND OTHER REPORTS. IN ISSUING ITS RATINGS INDIA RATINGS MUST RELY ON THE WORK OF EXPERTS, INCLUDING INDEPENDENT AUDITORS WITH RESPECT TO FINANCIAL STATEMENTS AND ATTORNEYS WITH RESPECT TO LEGAL AND TAX MATTERS. FURTHER, RATINGS ARE INHERENTLY FORWARD-LOOKING AND EMBODY ASSUMPTIONS AND PREDICTIONS ABOUT FUTURE EVENTS THAT BY THEIR NATURE CANNOT BE VERIFIED AS FACTS. AS A RESULT, DESPITE ANY VERIFICATION OF CURRENT FACTS, RATINGS CAN BE AFFECTED BY FUTURE EVENTS OR CONDITIONS THAT WERE NOT ANTICIPATED AT THE TIME A RATING WAS ISSUED OR AFFIRMED. RATINGS ARE NOT A RECOMMENDATION OR SUGGESTION, DIRECTLY OR INDIRECTLY, TO YOU OR ANY OTHER PERSON, TO BUY, SELL, MAKE OR HOLD ANY INVESTMENT, LOAN OR SECURITY OR TO UNDERTAKE ANY INVESTMENT STRATEGY WITH RESPECT TO ANY INVESTMENT, LOAN OR SECURITY OR ANY ISSUER. RATINGS DO NOT COMMENT ON THE ADEQUACY OF MARKET PRICE, THE SUITABILITY OF ANY INVESTMENT, LOAN OR SECURITY FOR A PARTICULAR INVESTOR (INCLUDING WITHOUT LIMITATION, ANY ACCOUNTING AND/OR REGULATORY TREATMENT), OR THE TAX-EXEMPT NATURE OR TAXABILITY OF PAYMENTS MADE IN RESPECT OF ANY INVESTMENT, LOAN OR SECURITY. THE RATING AGENCY SHALL NEITHER HAVE CONSTRUED TO BE NOR ACTING UNDER THE CAPACITY OR NATURE OF AN 'EXPERT' AS DEFINED UNDER SECTION 2(38) OF THE COMPANIES ACT, 2013. INDIA RATINGS IS NOT YOUR ADVISOR, NOR IS INDIA RATINGS PROVIDING TO YOU OR ANY OTHER PARTY ANY FINANCIAL ADVICE, OR ANY LEGAL, AUDITING, ACCOUNTING, APPRAISAL, VALUATION OR ACTUARIAL SERVICES. A RATING SHOULD NOT BE VIEWED AS A REPLACEMENT FOR SUCH ADVICE OR SERVICES. INVESTORS MAY FIND INDIA RATINGS TO BE IMPORTANT INFORMATION, AND INDIA RATINGS NOTES THAT YOU ARE RESPONSIBLE FOR COMMUNICATING THE CONTENTS OF THIS LETTER, AND ANY CHANGES WITH RESPECT TO THE RATING, TO INVESTORS. DISCLAIMER CLAUSE OF INDUSTRY PROVIDER THIS REPORT IS PREPARED BY FITCH SOLUTIONS INDIA ADVISORY PVT. LTD. (FSIAPL) (ERSTWHILE IRR ADVISORY SERVICES PVT. LTD.) FSIAPL HAS TAKEN UTMOST CARE TO ENSURE ACCURACY AND OBJECTIVITY WHILE DEVELOPING THIS REPORT. THIS REPORT IS FOR THE INFORMATION OF THE INTENDED RECIPIENTS ONLY AND NO PART OF THIS REPORT MAY BE PUBLISHED OR REPRODUCED IN ANY FORM OR MANNER WITHOUT PRIOR WRITTEN PERMISSION OF FSIAPL. Filing of the Prospectus with the RoC Our company shall file Prospectus with the RoC in accordance with Section 26 of the Companies Act, 2013. Utilisation of proceeds by our Group Companies No proceeds of the Issue will be paid to our Group Companies. Default in payment In case of default (including delay) in payment of interest and/ or redemption of principal on the due dates for 256debt securities issued on private placement or public issue, additional interest of at least 2% p.a. over the coupon rate shall be payable by the issuer for the defaulting period. Delay in Listing There has been no delay in the listing of any non-convertible securities issued by our Company. Details of Change in Shareholding For change in shareholding please refer to Chapter title “Capital Structure” on page 43. Track record of past public issues handled by the Lead Manager The track record of past issues handled by the Lead Manager, as required by SEBI Merchant Banking Master Circular, are available at the following website: Name of Lead Manager Website Vivro Financial Services Private Limited http://www.vivro.net/offerdocuments Listing An application will be made to BSE for permission to deal in and for an official quotation of our NCDs. BSE has been appointed as the Designated Stock Exchange. If permissions to deal in and for an official quotation of our NCDs are not granted by BSE, our Company will forthwith repay, without interest, all moneys received from the applicants in pursuance of this Prospectus. Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at the Stock Exchange mentioned above are taken within 3 working days from the date of closure of the issue. The Issue shall be kept open for a minimum period of two Working Days and a maximum of ten working days in compliance with Regulation 33A of SEBI NCS Regulations. For the avoidance of doubt, it is hereby clarified that in the event of under subscription, NCDs shall not be listed and in the event of zero subscription to any one or more of the series, such series of NCDs shall not be listed. Our Company shall pay interest at 15% per annum if Allotment is not made and refund orders/allotment letters are not dispatched and/or demat credits are not made to investors within 5 Working Days of the Issue Closing Date or date of refusal of the Stock Exchange(s), whichever is earlier. In case listing permission is not granted by the Stock Exchange(s) to our Company and if such money is not repaid within the day our Company becomes liable to repay it on such account, our Company and every officer in default shall, on and from expiry of such date, be liable to repay the money with interest at the rate of 15% as prescribed under Rule 3 of Companies (Prospectus and Allotment of Securities) Rules, 2014 read with Section 26 of the 2013 Act, provided that the beneficiary particulars relating to such Applicants as given by the Applicants is valid at the time of the upload of the demat credit. Consents The written consents of (a) Directors of our Company; (b) Company Secretary and Compliance Officer; (c) the Syndicate Member; (d) Chief Financial Officer; (e) Statutory Auditors; (f) Legal counsel to the Issue; (g) Lead Manager; (h) the Registrar to the Issue; (i) Public Issue Account Banks; (j) Refund Banks; (k) Credit Rating Agency; (l) Industry Provider; (m) the Banker to our Company; (n) the Debenture Trustee; (o) Sponsor Bank to act in their respective capacities, have been obtained and will be filed along with a copy of the Prospectus with the RoC as required under Section 26 of the Companies Act, 2013 and such consents have not been withdrawn as on the date of this Prospectus. Expert Opinion 257Except as stated below, our Company has not obtained any expert opinion: Except the (i) Previous Statutory Auditor’s report on our Audited Financial Statements for the Financial Year ending March 31, 2024, March 31, 2023 issued by M/s. Manikandan & Associates, Chartered Accountants, (ii) Audited Financial Results for the Financial year ending March 31, 2025 issued by Previous statutory auditor Varma & Varma, Chartered Accountants and (iii) Statement of Tax Benefits Available to the Debenture Holders issued by M/s. Mohandas & Associates, Chartered Accountants dated June 30, 2025. Common form of Transfer We undertake that there shall be a common form of transfer for the NCDs held in dematerialised form shall be transferred subject to and in accordance with the rules/procedures as prescribed by NSDL/CDSL and the relevant Depositary Participants of the transferor or transferee and any other applicable laws and rules notified in respect thereof. Filing of the Draft Prospectus The Draft Prospectus has been filed with the Designated Stock Exchange in terms of Regulation 27 of the SEBI NCS Regulations for dissemination on its website(s) prior to the opening of the Issue. Filing of the Prospectus The Prospectus shall be filed with RoC in accordance with Section 26 of the Companies Act, 2013. Debenture Redemption Reserve (“DRR”) Pursuant to Regulation 16 of the SEBI NCS Regulations and Section 71(4) of the Companies Act, 2013 states that where debentures are issued by any company, the company shall create a debenture redemption reserve out of the profits of the company available for payment of dividend. Rule 18(7) of the Companies (Share Capital and Debentures) Rules, 2014, as amended by Companies (Share Capital and Debentures) Amendment Rules, 2019, listed NBFC is not required to create a DRR in case of public issue of debentures. The rules further mandate that the company which is coming with a Public Issue shall deposit or invest, as the case may be, before the 30th day of April of each year a sum which shall not be less than 15% of the amount of its debentures maturing during the year ending on the 31st day of March of the next year in any one or more prescribed methods. Accordingly, our Company is not required to create a DRR for the NCDs proposed to be issued through this Issue. Further, our Company shall deposit or invest, as the case may be, before the 30th day of April of each year a sum which shall not be less than 15% of the amount of its debentures maturing during the year ending on the 31st day of March of the next year in any one or more following methods: (a) in deposits with any scheduled bank, free from charge or lien; (b) in unencumbered securities of the Central Government or of any State Government; (c) in unencumbered securities mentioned in clauses (a) to (d) and (ee) of Section 20 of the Indian Trusts Act, 1882; (d) in unencumbered bonds issued by any other company which is notified under clause (f) of Section 20 of the Indian Trusts Act, 1882. The abovementioned amount deposited or invested, must not be utilized for any purpose other than for the repayment of debentures maturing during the year provided that the amount remaining deposited or invested must not at any time fall below 15% of the amount of debentures maturing during year ending on the 31st day of March of that year, in terms of the applicable laws Issue Related Expenses For details of Issue related expenses, see “Objects of the Issue” on page 48. Reservation No portion of this Issue has been reserved. Terms and Conditions of Debenture Trustee Agreement Fees charged by Debenture Trustee The Debenture Trustee has agreed for one time acceptance fee amounting to ₹60,000/- (plus the applicable taxes) 258with Annual fee of ₹ 50,000/- as agreed in the engagement letter dated June 17, 2025 having reference no MCTSL/EL/25-26/158. Terms of carrying out due diligence As per the SEBI Master Circular relating to Debenture Trustee titled “Creation of Security in issuance of listed debt securities and due diligence by debenture trustee(s)”, the Debenture Trustee is required to exercise independent due diligence to ensure that the assets of the Issuer company are sufficient to discharge the interest and principal amount with respect to the debt securities of the Issuer at all times. Accordingly, the Debenture Trustee shall exercise due diligence as per the following process, for which our company has consented to. a. The Debenture Trustee, either through itself or its agents /advisors/ consultants, shall carry out requisite diligence to verify the status of encumbrance and valuation of the assets and whether all permissions or consents (if any) as may be required to create the security as stipulated in the offer document /disclosure document / information memorandum / private placement memorandum, has been obtained. For the purpose of carrying out the due diligence as required in terms of the Relevant Laws, the Debenture Trustee, either through itself or its agents /advisors/consultants, shall have the power to examine the books of account of the Company and to have the Company’s assets inspected by its officers and/or external auditors/valuers/consultants/lawyers/technical experts/management consultants appointed by the Debenture Trustee. b. The Company shall provide all assistance to the Debenture Trustee to enable verification from the Registrar of Companies, Sub-registrar of Assurances (as applicable), CERSAI, depositories, information utility or any other authority, as may be relevant, where the assets and/or encumbrances in relation to the assets of the Company or any third party security provider are registered / disclosed. c. Further, in the event that existing charge holders have provided conditional consent / permissions to the Company to create further charge on the assets, the Debenture Trustee shall also have the power to verify Muthoot Mercantile Limited such conditions by reviewing the relevant transaction documents or any other documents executed between existing charge holders and the Company. The Debenture Trustee shall also have the power to intimate the existing charge holders about proposal of creation of further encumbrance and seeking their comments/ objections, if any. d. Without prejudice to the aforesaid, the Company shall ensure that it provides and procures all information, representations, confirmations and disclosures as may be required in the sole discretion of the Debenture Trustee to carry out the requisite diligence in connection with the issuance and allotment of the Debentures, in accordance with the relevant laws/ Applicable Law. The Debenture Trustee shall have the power to either independently appoint, or direct the Company to (after consultation with the Debenture Trustee) appoint intermediaries, valuers, chartered accountant firms, practicing company secretaries, consultants, lawyers and other entities in order to assist in the diligence by the Debenture Trustee. All costs, charges, fees and expenses that are associated with and incurred in relation to the diligence as well as preparation of the reports/certificates/documentation, including all out of pocket expenses towards legal or inspection costs, travelling and other costs, shall be solely borne by the Company. Process of Due Diligence to be carried out by the Debenture Trustee Due Diligence will be carried out as per SEBI Debt Regulations and circulars issued by SEBI from time to time. This would broadly include the following: • A Chartered Accountant (“CA”) appointed by Debenture Trustee will conduct independent due diligence as per scope provided, regarding security offered by the Issuer. • CA will ascertain, verify, and ensure that the assets offered as security by the Issuer is free from any encumbrances or necessary permission / consent / NOC has been obtained from all existing charge holders. • CA will conduct independent due diligence on the basis of data / information provided by the Issuer. • CA will, periodically undertake due diligence as envisaged in SEBI circulars depending on the nature of security. • On basis of the CA’s report / finding Due Diligence certificate will be issued by Debenture Trustee and will be filed with relevant Stock Exchanges. • Due Diligence conducted is premised on data / information made available to the Debenture Trustee appointed agency and there is no onus of responsibility on Debenture Trustee or its appointed agency for any acts of omission / commission on the part of the Issuer. 259While the NCD is secured as per terms of the Offer Document and charge is held in favour of the Debenture Trustee, the extent of recovery would depend upon realization of asset value and the Debenture Trustee in no way guarantees / assures full recovery / partial of either principal or interest. Other Confirmations The Company undertakes that the NCDs shall be considered as secured only if the charged asset is registered with sub-registrar and Registrar of Companies or CERSAI or depository, etc., as applicable, or is independently verifiable by the Debenture Trustee. The Debenture Trustee confirms that they have undertaken the necessary due diligence in accordance with applicable law, including the SEBI (Debenture Trustees) Regulations, 1993, read with the SEBI Master Circular. MITCON CREDENTIA TRUSTEESHIP SERVICES LIMITED HAVE FURNISHED TO STOCK EXCHANGES A DUE DILIGENCE CERTIFICATE DATED JUNE 30, 2025, AS PER THE FORMAT SPECIFIED IN ANNEXURE A TO THE DT CIRCULAR WHICH READS AS FOLLOWS: 1. We have examined documents pertaining to the said issue and other such relevant documents, reports and certifications. 2. On the basis of such examination and of the discussions with the Issuer, its directors and other officers, other agencies and on independent verification of the various relevant documents, reports and certifications provided to us, WE CONFIRM that: a. The Issuer has made adequate provisions for and/or has taken steps to provide for adequate security for the debt securities to be issued. b. The Issuer has obtained the permissions / consents necessary for creating security on the said property(ies). c. The Issuer has made all the relevant disclosures about the security and also its continued obligations towards the holders of debt securities to the best of our knowledge basis the information provided to us. d. Issuer has adequately disclosed all consents/ permissions required for creation of further charge on assets in offer document and all disclosures made in the offer document with respect to creation of security are in confirmation with the clauses of debenture trustee agreement. e. Issuer has disclosed all covenants proposed to be included in Debenture Trust cum Hypothecation Deed (including any side letter, accelerated payment clause etc.) in the offer document. f. Issuer has given an undertaking that charge shall be created in favour of Debenture Trustee as per terms of issue before filing of listing application. We have satisfied ourselves about the ability of the Issuer to service the debt securities. Our Company undertakes that it shall submit the due diligence certificate from Debenture Trustee to the Stock Exchange as per format specified in Annexure A of the DT Circular. Details regarding the Company and other listed companies which are associate companies as described under the Companies Act, 2013, which made any capital issue during the last three years There are no other listed companies under the same management / associate companies as described under the Companies Act, 2013, during the last three years. Our Company has previously not made any public issues of non-convertible debentures. Public Issue of Equity Shares Our Company has not made any public issue of Equity Shares in the last three years. Our Company has made following rights issuances in last three years 260Fiscal 2023: The Company has issued rights issue of equity shares amounting to ₹699.99 lakhs in the Financial Year 2023-24. Fiscal 2024: NIL Fiscal 2025: NIL Previous Issue Except as mentioned below Public Issue I, Public Issue II, Public III and Public Issue IV, our Company has previously not made any public issues of non-convertible debentures. Dividend Our Company has no formal dividend policy. The declaration and payment of dividends on our Equity Shares will be recommended by the Board of Directors and approved by our shareholders, at their discretion, and will depend on a number of factors, including but not limited to our profits, capital requirements and overall financial condition. For details of dividend declared and paid for current financial year and the last three Fiscal 2025, Fiscals 2024 and Fiscal 2023 please refer table below: (₹ in lakhs, except per share data) From April For the Financial Year ended 01,2025 till July Particulars March 31, March 31, 07,2025(“Cut-off March 31, Date”) 2025 2024 2023 On Equity Shares Fully Paid-up Share Capital (Nos.) 3,64,18,747 3,64,18,747 3,64,18,747 2,94,18,750 Face Value / Paid Up Value (₹) 10 10 10 10 Equity Share Capital 3,641.87 3,641.87 3,641.87 2,941.88 Rate of Dividend - - - - Dividend - - - - Dividend Distribution Tax - - - - Jurisdiction Exclusive jurisdiction for the purpose of the Issue is with the competent courts of jurisdiction in Thiruvananthapuram, India. Details regarding lending out of issue proceeds of Previous Issues A. Lending Policy Please see “Our Business - Gold Loan” under Chapter “Our Business” at page 96. B. Utilisation of Issue Proceeds of the previous Issues by our Company 1. Public issue of equity shares by the Company The Company has not undertaken any public issue of equity shares in the last three years prior to Cut-off Date. 2612. Previous public issues of non-convertible debentures by the Company Except as given below, the Company has not undertaken the public issues of non-convertible debentures till Cut- off Date. Public Issue I Sl. Particulars Amount utilised (₹ in No. lakhs) Date of Opening December 4, 2023 Date of Closing December 15, 2023 Issue Proceeds* 10,420.49 Utilisation of Issue Proceeds - 1. Onward Lending 9,408.40 2. Repayment of Loans 1,012.09 3. Issue Related Expense** - 4. General Corporate Purpose - Total 10,420.49 *Original issue size was ₹10,000 lakhs, but allotted amount was ₹10,420.49lakhs. **Company has incurred Issue related expenses amounting to ₹ 184.62 lakhs from the internal accruals Public Issue II Sl. Particulars Amount utilised (₹ in No. lakhs) Date of Opening May 06,2024 Date of Closing May 17,2024 Issue Proceeds* 5,388.56 Utilisation of Issue Proceeds 1. Onward Lending 3,879.07 2. Repayment of Loans 1,509.49 3. Issue Related Expense** - 4. General Corporate Purpose - Total 5,388.56 *Original issue size was ₹5,000 lakhs, but allotted amount was ₹5,388.56 lakhs. **Company has incurred Issue related expenses amounting to ₹80.26 lakhs from the internal accruals Public Issue III Sl. Particulars Amount utilised (₹ in No. lakhs) Date of Opening August 23, 2024 Date of Closing September 05, 2024 Issue Proceeds* 8,348.51 Utilisation of Issue Proceeds 1. Onward Lending 8,348.51 2. Repayment of Loans - 3. Issue Related Expense** - 4. General Corporate Purpose - Total 8,348.51 *Original issue size was ₹7,500 lakhs, but allotted amount was ₹8,348.51 lakhs. **Company has incurred Issue related expenses amounting to ₹ 242.34 lakhs from the internal accruals. Public Issue IV Sl. Particulars Amount utilised (₹ in No. lakhs) Date of Opening January 10,2025 Date of Closing January 23,2025 Issue Proceeds* 6,970.70 Utilisation of Issue Proceeds 262Sl. Particulars Amount utilised (₹ in No. lakhs) Date of Opening January 10,2025 Date of Closing January 23,2025 1. Onward Lending 6,970.70 2. Repayment of Loans - 3. Issue Related Expense** - 4. General Corporate Purpose - Total 6,970.70 *Original issue size was ₹5,000 lakhs, but allotted amount was ₹6,970.70 lakhs. **Company has incurred Issue related expenses amounting to ₹ 151.17 lakhs from the internal accruals. Public Issue V Sl. Particulars Amount utilised (₹ in No. lakhs) Date of Opening March 28,2025 Date of Closing April 16,2025 Issue Proceeds* 5,855.25 Utilisation of Issue Proceeds 1. Onward Lending 5,855.25 2. Repayment of Loans - 3. Issue Related Expense** - 4. General Corporate Purpose - Total 5,855.25 *Original base issue size was ₹5,000 lakhs, but allotted amount was ₹5,855.25 lakhs. 3. Previous private placement of non-convertible debentures by the Company The issue proceeds of the previous issues of non-convertible debentures issued on private placement basis made on or after April 01, 2021 till the Cut-off Date have been utilized by the Company towards the object of the issue, as per the respective offer documents. 4. Rights issue by the Company The Company has issued rights issue of equity shares amounting to ₹699.99 lakhs in the Financial Year 2023-24. C. Subsidiary company- Nil D. Group Companies As on the date of this Prospectus, our Company has two group companies, i.e. Muthoot Syndicate Nidhi Limited and Muthoot Mercantile Nidhi limited. (a) Muthoot Syndicate Nidhi Limited i. Public issue of equity shares by the Muthoot Syndicate Nidhi Limited Muthoot Syndicate Nidhi Limited has not undertaken any equity public issue in the last three years prior to Cut-off Date. ii. Previous public issues of non-convertible debentures by Muthoot Syndicate Nidhi Limited Muthoot Syndicate Nidhi Limited has not undertaken the public issue of non-convertible debentures in the last three years prior to Cut-off Date. iii. Previous private placement of non-convertible debentures by Muthoot Syndicate Nidhi Limited in the last three years 263Muthoot Syndicate Nidhi Limited has not undertaken placement of non-convertible debentures in the last three years prior Cut-off Date. iv. Rights issue by Muthoot Syndicate Nidhi Limited Muthoot Syndicate Nidhi Limited has not undertaken any rights issue of equity shares in the last three years prior to Cut-off Date. (b) Muthoot Mercantile Nidhi limited i. Public issue of equity shares by the Muthoot Mercantile Nidhi limited Muthoot Mercantile Nidhi limited has not undertaken any equity public issue in the last three years prior to Cut-off Date. ii. Previous public issues of non-convertible debentures by Muthoot Mercantile Nidhi limited Muthoot Mercantile Nidhi limited has not undertaken the public issue of non-convertible debentures in the last three years prior to Cut-off Date. iii. Previous private placement of non-convertible debentures by Muthoot Mercantile Nidhi limited in the last three years Muthoot Mercantile Nidhi limited has not undertaken placement of non-convertible debentures in the last three years prior Cut-off Date. iv. Rights issue by Muthoot Mercantile Nidhi limited Muthoot Mercantile Nidhi limited has not undertaken any rights issue of equity shares in the last three years prior to Cut-off Date. Description of our loan portfolio 1. Loans given by the Company: The Company has not provided any loans/advances to associates, entities/persons relating to Board, senior management or Promoter out of the proceeds of previous issues public issues and private placements of debentures. 2. Types of Loans A. Classification of loans/advances given to: The detailed breakup of the types of loans given by the Company as on March 31, 2025 is as follows: (₹ in lakhs) Sr. No. Type of Loans Amount (Gross) Percentage of AUM 1. Secured 84,755.76 99.51% 2. Unsecured 413.65 0.49% Total assets under management (AUM) 85,169.41 100% B. Denomination of loans outstanding by LTV as on March 31, 2025*: Sr. No. LTV Percentage of AUM 1 Up to 40% 1.37% 2 40-50% 2.90% 3 50-60% 8.70% 4 60-70% 28.34% 5 70-80% 58.68% 6 80-90% - 7 More than 90% - 264Sr. No. LTV Percentage of AUM Total 100.00% *LTV at the time of origination C. Sectoral Exposure as on March 31, 2025: Sr. No. Segment wise break up of AUM Percentage of AUM 1. R etail (a) M ortgages (home loans and loans against property) Nil (b) G old Loans 99.51% (c) V ehicle Finance Nil (d) M FI Nil (e) M & SME Nil (f) C apital market funding (loans against shares, margin funding) Nil (g) O thers: Nil (i) Pronote Loan 0.49% 2. W holesale (a) I nfrastructure Nil (b) R eal Estate (including builder loans) Nil (c) P romoter funding Nil (d) A ny other sector (as applicable) Nil (e) O thers Nil Total D. Denomination of loans outstanding by ticket size as on March 31, 2025*: Sr. No. Ticket size** Percentage of AUM 1 Up to ₹2 lakh 78.16% 2 ₹2-5 lakh 15.56% 3 ₹5-10 lakh 4.68% 4 ₹10-25 lakh 1.61% 5 ₹25-50 lakh - 6 ₹50 lakh -1 crore - 7 ₹1-5 crore - 8 ₹5-25 crore - 9 ₹25-100 crore - 10 Above ₹100 crore - Total 100.00 % *Ticket size at the time of origination **The details provided are as per borrower and not as per loan account E. Geographical classification of borrowers as on March 31, 2025: Sr. No. Top 5 states Percentage 1 Maharashtra 25.24% 2 Odisha 24.51% 3 Kerala 15.32% 4 Delhi 12.06% 5 Haryana 5.16% 6 Others 17.72% Total 100.00% F. Details of loans overdue and classified as non-performing in accordance with the RBI’s guidelines 265as on March 31, 2025 (₹ in lakhs) Movement of NPA Amount Movement of gross NPA Opening gross NPA 365.28 - Additions during the year 1187.07 - Reductions during the year (188.86) Closing balance of gross NPA 1363.49 Movement of net NPA Opening net NPA 267.65 - Additions during the year 1056.3 - Reductions during the year (166.57) Closing balance of net NPA 1157.38 Movement of provisions for NPA Opening balance ₹9c7ro.6r3e s - Provisions made during the year 130.77 - Write-off/write-back of excess provisions (22.29) Closing balance 206.11 G. Segment-wise gross NPA as on March 31, 2025 Sr. Segment-wise gross NPA Gross NPA (%)* N1 o. Retail A -Mortgages (home loans and loans against property) Nil B -Gold loan 1.56% C -Vehicle finance Nil D -MFI Nil E -M&SME Nil F -Capital market funding (loans against shares, margin funding) Nil G -Others Nil (i) Pronote Loan 9.08% 2 Wholesale A -Infrastructure Nil B -Real estate (including builder loans) Nil C -Promoter funding Nil D -Any other sector (as applicable) Nil E -Others Nil Gross NPA 1.60% *Gross NPA means percentage of NPAs to total advances in that sector H. Residual maturity profile of assets and liabilities as on March 31, 2025: (₹ in lakhs) Up to More More More More More More Mor Total 30/31 than 1 than 2 than 3 than 6 than 1 than 3 e days month month months months year to years than to 2 s to 3 to 6 to 1 3 years to 5 5 month month months year years year s s s Debentures - 1,578.1 1,215.9 413.65 6,275.72 11,746.5 9,397.0 30,627.0 8 3 5 0 3 266Advances 15,841.1 2,507.6 5,673.0 18,426.2 41,783.3 314.55 - - 84,545.9 1 5 6 5 7 9 Investment - - - - - - - - - s Borrowing 608.77 1,035.4 1,290.4 2,935.00 8,758.03 5,958.00 476.92 - 21,062.6 s 4 4 1 Subordinat 304.48 602.45 404.67 1,365.91 3,563.25 9,854.70 2,543.2 - 18,638.7 e-Debt 8 4 Foreign - - - - - - - - - Currency Assets Foreign - - - - - - - - - Currency Liabilities I. (a) Details of top 20 borrowers with respect to concentration of advances as on March 31, 2025: (₹ in lakhs) Particulars Amount Total advances to twenty largest borrowers 740.60 Percentage of advances to twenty largest borrowers to total advances to our 0.87% Company (b) Details of top 20 borrowers with respect to concentration of exposure as on March 31, 2025 (₹ in lakhs) Particulars Amount Secured Unsecured Total exposure to twenty largest borrowers 722.59 18.02 Percentage of exposure to twenty largest borrowers to total exposure to our Company 0.85% 4.33% J. Classification of loans/advances given to Group Companies as on March 31, 2025: (₹ in lakhs) Name of Borrower Amount of Advance/ exposure Percentage of Exposure to such borrower (₹ in lakhs) (A/ Total AUM) (A) - - - - 3. Others LOAN POLICY Please see “Our Company’s Business – Gold Loan” under Chapter “Our Business” at page 96. Revaluation of assets Our Company has not revalued its assets in last three financial years. Mechanism for redressal of investor grievances Agreement dated June 21, 2025 between the Registrar to the Issue and our Company provides for settling of investor grievances in a timely manner and for retention of records with the Registrar to the Issue for a period of eight years. All grievances relating to the Issue may be addressed to the Registrar to the Issue and Compliance Officer giving full details such as name, address of the applicant, number of NCDs applied for, amount paid on application and the details of Member of Syndicate or Trading Member of the Stock Exchange where the application was submitted. 267All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to either (a) the relevant Designated Branch of the SCSB where the Application Form was submitted by the ASBA Applicant, or (b) the concerned Member of the Syndicate and the relevant Designated Branch of the SCSB in the event of an Application submitted by an ASBA Applicant at any of the Syndicate ASBA Application Locations, giving full details such as name, address of Applicant, Application Form number, option applied for, number of NCDs applied for, amount blocked on Application. All grievances related to the UPI process may be addressed to the Stock Exchange, which shall be responsible for addressing investor grievances arising from applications submitted online through the App based/ web interface platform of stock exchange or through their Trading Members. The intermediaries shall be responsible for addressing any investor grievances arising from the applications uploaded by them in respect of quantity, price or any other data entry or other errors made by them. We estimate that the average time required by us or the Registrar to the Issue for the redressal of routine investor grievances will be three (3) working days from the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, we will seek to redress these complaints as expeditiously as possible. The contact details of Registrar to the Issue are as follows: KFin Technologies Limited Selenium Tower-B, Plot No – 31 & 32, Financial District, Nanakramguda, Serilingampally Hyderabad, Rangareddi –500 032, Telangana, India Telephone: +91 40 6716 2222 facsimile: +91 40 6716 1563 Toll free number: 18003094001 Email: mml.ncdipo@kfintech.com Investor grievance e-mail: einward.ris@kfintech.com Website: www.kfintech.com Contact Person: M. Murali Krishna SEBI Registration No.: INR000000221 Compliance Officer of our Company Arun Kumar V.K. has been appointed as the Compliance Officer of our Company for this issue. The contact details of Compliance officer of our Company are as follows: Arun Kumar V.K. 1st Floor, North Block, Muthoot Floors, Opposite W&C Hospital, Thycaud, Thiruvanantapura, - 695 014, Kerala, India. Telephone: +91 471 2774800 Email: cs@muthootenterprises.com Change in Auditors for preceding three financial years and current financial year as on date of this Prospectus: Name of the Address Date of Date of cessation Date of Auditor Appointment if applicable resignation if applicable Paulson Michael & 2nd Floor, FC November 30, September 22, NA Co., Chartered Centenary Building, 2021 2022 Accountants Tana, Irinjalakuda – 268680 121, Kerala India. Mohandas and 3rd Floor, Sree September 22, NA September 7, 2023 Associates, Residency, Press 2022 Chartered Club Road, Thrissur Accountants – 680 001, Kerala, Re-appointed as on India. September 5, 2023 Manikandan & Krishna Arcade, September 29, September 30, NA Associates, Near Marathompilly 2023 2024 Chartered Krishna Temple, Accountants. KSRTC Road, Chalakudy, Thrissur – 680307, Kerala, India. Varma & Varma , Varma & Varma, September 30, - - Chartered Chartered 2024 Accountants Accountants, T C 9/1504, Galaxy, SMRA 14, Sasthamangalam, Thiruvananthapuram, Kerala - 695010, India Undertaking by our Company Investors are advised to read the risk factors carefully before taking an investment decision in this issue. For taking an investment decision, investors must rely on their own examination of the Issuer and the offer including the risks involved. The securities have not been recommended or approved by any regulatory authority in India, including the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of investors is invited to the statement of ‘Risk factors’ on page 16. The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Prospectus contains all information with regard to the Issuer and the Issue, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. The Issuer has no side letter with any debt securities holder. Any covenants later added shall be disclosed on the stock exchange website where the debt is listed. Our Company undertakes that: (a) All monies received pursuant to this Issue shall be transferred to a separate bank account as referred to in sub- section (3) of section 40 of the Companies Act, 2013; (b) Details of all monies utilised out of this Issue referred to in sub-item (a) shall be disclosed under an appropriate separate head in our balance sheet indicating the purpose for which such monies had been utilised; (c) Details of all unutilised monies out of issue of NCDs, if any, referred to in sub-item (a) shall be disclosed under an appropriate separate head in our balance sheet indicating the form in which such unutilised monies have been invested; (d) Details of all utilized and unutilised monies out of the monies collected in the previous issue made by way of public offer shall be disclosed and continued to be disclosed in the balance sheet till the time any part of the proceeds of such previous issue remains unutilized indicating the purpose for which such monies have been utilized, and the securities or other forms of financial assets in which such unutilized monies have been invested; (e) Undertaking by our Company for execution of the Debenture Trust cum Hypothecation Deed. Further, as per 269Regulation 18 of SEBI NCS Regulations, in the event our Company fails to execute the Debenture Trust cum Hypothecation Deed within a period specified under the said Regulation, our Company shall pay interest of at least 2% p.a. to each NCD Holder, over and above the agreed coupon rate, till the execution of the Debenture Trust cum Hypothecation Deed; (f) We shall utilize the Issue proceeds only upon execution of the Debenture Trust as stated in this Prospectus and the Prospectus, on receipt of the minimum subscription of 75% of the Base Issue i.e., ₹5,625 lakh and receipt of listing and trading approval from the Stock Exchange; (g) The Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other acquisition, inter alia by way of a lease, of any immovable property business, dealing in equity of listed companies or lending/investment in group companies; and (h) Application money shall be unblocked within six Working Days from the closure of this Issue or such lesser time as may be specified by SEBI, or else the Application money shall be refunded to the Applicants in accordance with applicable law, failing which interest shall be due to be paid to the Applicants for the delayed period, if applicable in accordance with applicable law. (j) The allotment letter shall be issued, or Application Amount shall be unblocked within 15 days from the closure of the Issue or such lesser time as may be specified by SEBI, or else the Application Amount shall be refunded to the applicants forthwith, failing which interest shall be due to be paid to the applicants at the rate of 15% per annum for the delayed period Other undertakings by our Company Our Company undertakes that: (a) Complaints received in respect of this Issue (except for complaints in relation to Applications submitted to Trading Members) will be attended to by our Company expeditiously and satisfactorily; (b) Necessary cooperation to the relevant credit rating agency(ies) will be extended in providing true and adequate information until the obligations in respect of the NCDs are outstanding; (c) Our Company will take necessary steps for the purpose of getting the NCDs listed within the specified time, i.e., within three Working Days of this Issue Closing Date; (d) Funds required for dispatch of Allotment Advice/NCD Certificates (only upon rematerialisation of NCDs at the specific request of the Allottee/ Holder of NCDs) will be made available by our Company to the Registrar to the Issue; (e) Our Company will forward details of utilisation of the proceeds of this Issue, duly certified by the Statutory Auditor, to the Debenture Trustee on a half-yearly basis; (f) Our Company will provide a compliance certificate to the Debenture Trustee on an annual basis in respect of compliance with the terms and conditions of this Issue as contained in this Prospectus; (g) Our Company will disclose the complete name and address of the Debenture Trustee in its annual report; (h) Our Company shall make necessary disclosures/ reporting under any other legal or regulatory requirement as may be required by our Company from time to time; and (j) The allotment of NCDs will be done on a first come, first serve basis. On the successful allotment of the NCDs, the issue proceeds will be released to the issuer to use in pursuance of the objects specified in this Prospectus. (k) Information on consents/ permissions required for creation of further charge on assets is adequately disclosed in this Prospectus. (l) All disclosures made in this Prospectus with respect to creation of security are in conformity with the clauses of Debenture Trustee Agreement. 270(m) The Company undertaking that the assets on which the charge or security has been created to meet the hundred percent security cover or higher security cover and the permissions or consent to create any further charge on the assets has been obtained from the existing creditors to whom the assets are charged, prior to creation of the charge. 271KEY REGULATIONS AND POLICIES The regulations summarised below are not exhaustive and are only intended to provide general information to Investors and are neither designed nor intended to be a substitute for any professional legal advice. Taxation statutes such as the IT Act, GST laws (including CGST, SGST and IGST) and applicable local sales tax statutes, labour regulations such as the Employees State Insurance Act, 1948 and the Employees Provident Fund and Miscellaneous Provisions Act, 1952, and other miscellaneous regulations such as the Trade Marks Act, 1999 and applicable Shops and Establishments statutes apply to us as they do to any other Indian company and therefore have not been detailed below. The following description is a summary of certain sector specific laws and regulations in India, which are applicable to our Company. The information detailed in this chapter has been obtained from publications available in the public domain. The regulations set out below may not be exhaustive, and are only intended to provide general information to the investors and are neither designed nor intended to substitute for professional legal advice. The statements below are based on the current provisions of the Indian law, and the judicial and administrative interpretations thereof, which are subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions. Regulations governing NBFCs Reserve Bank of India Act, 1934 As per prescribed law any company that carries on the business of a non-banking financial institution as its ‘principal business’ is to be treated as an NBFC. The term ‘principal businesses has not been defined in any statute, however, RBI has clarified through a press release (Ref. No. 1998-99/1269) issued in 1999, that in order to identify a particular company as an NBFC, it will consider both the assets and the income pattern as evidenced from the last audited balance sheet of the company to decide a company’s principal business. The company will be treated as an NBFC if its financial assets are more than 50 percent of its total assets (netted off by intangible assets) and income from financial assets should be more than 50 percent of the gross income. Both these tests are required to be satisfied in order to determine the principal business of a company. Every NBFC is required to submit to the RBI a certificate, from its statutory auditor within one month from the date of finalisation of the balance sheet and in any case, not later than December 30 of that year, stating that it is engaged in the business of non-banking financial institution requiring it to hold a certificate of registration. NBFCs are primarily governed by the RBI Act and the Master Directions – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023, Peer to Peer Lending Platform (Reserve Bank) Directions 2017, Master Direction– Non-Banking Financial Company - Account Aggregator (Reserve Bank) Directions, 2016, Reserve Bank Commercial Paper Directions, 2017 and the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016. In addition to these regulations, NBFCs are also governed by various circulars, notifications, guidelines and directions issued by the RBI from time to time. Although by definition, NBFCs are permitted to operate in similar sphere of activities as banks, there are a few important and key differences. The most important distinctions are: • An NBFC cannot accept deposits repayable on demand – in other words, NBFCs can only accept fixed term deposits. Thus, NBFCs are not permitted to issue negotiable instruments, such as cheques which are payable on demand; and • NBFCs are not allowed to deal in foreign exchange, even if they specifically apply to the RBI for approval in this regard. Types of NBFCs Section 45-IA of the RBI Act makes it mandatory for every NBFC to get itself registered with the Reserve Bank in order to be able to commence any of the aforementioned activities. The major regulations governing our Company are detailed below: On October 19, 2023, the RBI issued a Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023, as amended from time to time (“SBR Directions”). A 272Revised Regulatory Framework for NBFCs (“SBR Framework”), whereby NBFCs have been categorised into following four layers based on their size, activity, and perceived riskiness by the RBI: i) NBFC- Base Layer (“NBFC-BL”); ii) NBFC- Middle Layer (“NBFC-ML”); iii) NBFC- Upper layer (“NBFC-UL”); and iv) NBFC- Top Layer (“NBFC-TL”) The NBFC- BL comprise of (a) non-deposit taking NBFCs below the asset size of ₹ 1,00,000 lakh and (b) NBFCs undertaking the following activities- (i) NBFC-Peer to Peer Lending Platform (NBFC-P2P), (ii) NBFC-Account Aggregator (NBFC-AA), (iii) Non-Operative Financial Holding Company (NOFHC) and (iv) NBFCs not availing public funds and not having any customer interface. The NBFC- ML consist of (a) all deposit taking NBFCs (“NBFC-Ds”), irrespective of asset size, (b) non-deposit taking NBFCs with asset size of ₹ 1,00,000 lakh and above and (c) NBFCs undertaking the following activities (i) Standalone Primary Dealers (SPDs), (ii) Infrastructure Debt Fund - Non-Banking Financial Companies (IDF- NBFCs), (iii) Core Investment Companies (CICs), (iv) Housing Finance Companies (HFCs) and (v) Infrastructure Finance Companies (NBFC-IFCs). The NBFC-UL comprise of those NBFCs which are specifically identified by RBI as warranting enhanced regulatory requirement based on a set of parameters and scoring methodology as provided in appendix to SBR Framework. The top ten eligible NBFCs in terms of their asset size shall always reside in the upper layer, irrespective of any other factor. The NBFC-TL will ideally remain empty. This layer can get populated if RBI is of the opinion that there is a substantial increase in the potential systemic risk from specific NBFC-UL. Such NBFCs shall move to the NBFC- TL. As the regulatory structure envisages scale based as well as activity-based regulation under the SBR Framework, the following prescriptions shall apply in respect of the NBFCs: i) NBFC-P2P, NBFC-AA, NOFHC and NBFCs without public funds and customer interface will always remain in the base layer of the regulatory structure. ii) NBFC-D, CIC, IFC and HFC will be included in middle layer or the upper layer (and not in the base layer), as the case may be. SPD and IDF-NBFC will always remain in the middle layer. iii) The remaining NBFCs, viz., Investment and Credit Companies (NBFC-ICC), Micro Finance Institution (NBFC-MFI), NBFC-Factors and Mortgage Guarantee Companies (NBFC-MGC) could lie in any of the layers of the regulatory structure depending on the parameters of the scale based regulatory framework. iv) Government owned NBFCs shall be placed in the base layer or middle layer, as the case may be. RBI Master Directions define 'NBFC ICC' to mean a company which is a financial institution carrying on as its principal business of asset finance, the providing of finance whether by making loans or advances or otherwise for any activity other than its own and the acquisition of securities. As on the date of this Prospectus the Company falls under the category of NBFC-BL, as its asset size below 1,00,000 lakhs as per the last audited balance sheet. SBR Directions provide that NBFC-BL shall be subject to regulations as specified in Section II, unless stated otherwise. Regulatory Requirements of an NBFC under the RBI Act Net Owned Fund The current net owned fund requirement for NBFC-ICC is ₹ 2 crore. SBR Directions have incrementally revised the net owned fund requirement for the NBFC-ICC for achieving the net owned fund: (i) that minimum net owned fund requirement of ₹ 5 crore) by March 31, 2025; and (ii) ₹ 10 crore by March 31, 2027. For this purpose, the RBI Act has defined “net owned fund” to mean: 273Net Owned Fund – The aggregate of the paid-up equity capital and free reserves as disclosed in the latest balance sheet of the company, after deducting (i) accumulated balance of losses, (ii) deferred revenue expenditure, (iii) deferred tax asset (net); and (iv) other intangible assets; and further reduced by the amounts representing, (I) investment by such companies in shares of (i) its subsidiary, (ii) companies in the same group, (iii) other NBFCs; and (II) the book value of debentures, bonds, outstanding loans and advances (including hire purchase and lease finance) made to, and deposits with (i) subsidiary of such companies; and (ii) companies in the same group, to the extent such amount exceeds 10 per cent of (a) above. Reserve Fund In addition to the above, Section 45-IC of the RBI Act requires NBFCs to create a reserve fund and transfer therein a sum of not less than 20% of its net profits earned annually before declaration of dividend. Such a fund is to be created by every NBFC irrespective of whether it is a ND NBFC or not. Such sum cannot be appropriated by the NBFC except for the purpose as may be specified by the RBI from time to time and every such appropriation is required to be reported to the RBI within 21 days from the date of such appropriation. Maintenance of liquid assets Under the Master Directions, all Non-deposit taking NBFCs with asset size of ₹10,000 lakh and above (as per their last audited balance sheet), systemically important core investment companies and all deposit taking NBFCs (except Type I) NBFC-ND, Non-Operating Financial Holding Company and Standalone Primary Dealer) are required to comply with the RBI Guidelines on Liquidity Risk Management Framework (“LRM Framework”). The LRM Framework provide that the applicable NBFCs should ensure sound and robust liquidity risk management system, the board of directors of the NBFC shall frame a liquidity risk management framework which ensures that it maintains sufficient liquidity, including a cushion of unencumbered, high quality liquid assets to withstand a range of stress events, including those involving the loss or impairment of both unsecured and secured funding sources. The liquidity risk management policy should spell out the entity-level liquidity risk tolerance; funding strategies; prudential limits; system for measuring, assessing and reporting/ reviewing liquidity; framework for stress testing; liquidity planning under alternative scenarios/formal contingent funding plan; nature and frequency of management reporting; periodical review of assumptions used in liquidity projection; etc. The LRM Framework inter alia, deal with: (i) liquidity risk management policy, strategies and practices; (ii) management information system; (iii) internal controls; (iv) maturity profiling; (v) liquidity risk measurement – stock approach; (vi) currency risk; (vii) managing interest rate risk; and (viii) liquidity risk monitoring tools. The NBFC shall constitute risk management committee (“RMC”) consisting of chief executive officer (“CEO”)/ managing director (“MD”) and heads of various risk verticals, who shall be responsible for evaluating the overall risks faced by the NBFC including liquidity risk. Further, applicable NBFCs have to constitute asset liability management committee (“ALCO”) consisting of the NBFC’s top management shall be responsible for ensuring adherence to the risk tolerance/limits set by the board of directors as well as implementing the liquidity risk management strategy of the NBFC. The CEO/ MD or the Executive Director should head the Committee. The role of the ALCO with respect to liquidity risk should include, inter alia, decision on desired maturity profile and mix of incremental assets and liabilities, sale of assets as a source of funding, the structure, responsibilities and controls for managing liquidity risk, and overseeing the liquidity positions of all branches. In addition to RMC and ALCO, applicable NBFCs shall constitute asset liability management support group (“ALM Support Group”). ALM Support Group consist of the operating staff responsible for analysing, monitoring and reporting the liquidity risk profile to the ALCO. The maturity profile should be used for measuring the future cash flows of NBFCs in different time buckets. Within each time bucket, there could be mismatches depending on cash inflows and outflows. While the mismatches up to one year would be relevant since these provide early warning signals of impending liquidity problems, the main focus shall be on the short-term mismatches, viz., 1-30/ 31 days. The net cumulative negative mismatches in the statement of structural liquidity in the maturity buckets 1-7 days, 8-14 days, and 15-30 days shall not exceed 10 percent, 10 percent and 20 per cent of the cumulative cash outflows in the respective time buckets. NBFCs, however, are expected to monitor their cumulative mismatches (running total) across all other time buckets upto 1 year by establishing internal prudential limits with the approval of the board of directors. NBFCs shall also adopt the above cumulative mismatch limits for their structural liquidity statement for 274consolidated operations. Other than liquidity risk the applicable NBFC has to currency risk and interest rate risk under the terms of LRM Framework. In addition to the guidelines laid down under LRM Framework, all non-deposit taking systemically important NBFCs with asset size of ₹ 5,00,000 lakh and above (except Core Investment Companies, Type I NBFC-NDs, Non-Operating Financial Holding Companies and Standalone Primary Dealers) and all deposit taking NBFCs irrespective of the asset size shall adhere to the liquidity coverage ratio guidelines (“LCR Framework”). LRM Framework provides that applicable NBFCs shall maintain an adequate level of unencumbered high quality liquid assets (HQLA) that can be converted into cash to meet its liquidity needs for a 30 calendar-day time horizon under a significantly severe liquidity stress scenario. The liquidity coverage ratio shall be maintained on an ongoing basis to help monitor and control liquidity risk as per the prescribed timelines in progressive manner, as provided below: December 1, 2020 2021 2022 2023 2024 For NBFCs with asset size of ₹10,00,000 lakh and above 50% 60% 70% 85% 100% For NBFCs with asset size of ₹5,00,000 lakh and below ₹10,00,000 30% 50% 60% 85% 100% lakh Information with respect to change of address, directors, auditors, etc. to be submitted An NBFC-BL is required to inform the RBI, not later than one month from the occurrence of any change in: the complete postal address, telephone number/s and fax number/s of the registered/corporate office; the names and residential addresses of the directors of the company; the names and the official designations of its principal officers; the names and office address of the auditors of the company; and the specimen signatures of the officers authorised to sign on behalf of the company to the Regional Office of the Department of Supervision of RBI under whose jurisdiction NBFC is registered. Loan-to-value guidelines The RBI vide the Master Directions, directed all NBFCs to maintain a loan to value ratio not exceeding 75% for loans granted against the collateral of gold jewellery. NBFCs primarily engaged in lending against gold jewellery (such loans comprising 50% or more of their financial assets) shall maintain a minimum Tier l capital of 12% of aggregate risk weighted assets of on-balance sheet and of risk adjusted value of off-balance sheet items. The RBI Master Directions has issued guidelines with regard to the following: Appropriate infrastructure for storage of gold ornaments: A minimum level of physical infrastructure and facilities is available in each of the branches engaged in financing against gold jewellery including a safe deposit vault and appropriate security measures for operating the vault to ensure safety of the gold and borrower convenience. Existing NBFCs should review the arrangements in place at their branches and ensure that necessary infrastructure is put in place at the earliest. No new branches should be opened without suitable storage arrangements, including safe deposit vault, having been made thereat. No business of grant of loans against the security of gold can be transacted at places where there are no proper facilities for storage/security. NBFCs shall not grant any advance against bullion / primary gold and gold coins. NBFCs shall not grant any advance for purchase of gold in any form including primary gold, gold bullion, gold jewellery, gold coins, units of Exchange Traded Funds (ETF) and units of gold mutual fund. 275Prior approval of RBI for opening branches in excess of 1,000: It is henceforth mandatory for NBFC to obtain prior approval of the Reserve Bank to open branches exceeding 1,000. However, NBFCs which already have more than 1,000 branches may approach the Bank for prior approval for any further branch expansion. Besides, no new branches will be allowed to be opened without the facilities for storage of gold jewellery and minimum security facilities for the pledged gold jewellery. Standardization of value of gold in arriving at the loan to value ratio: For arriving at the value of gold jewellery accepted as collateral, it will have to be valued at the average of the closing price of 22 carat gold for the preceding 30 days as quoted by BBA or the historical spot gold price data publicly disseminated by a commodity exchange regulated by the Forward Markets Commission. Verification of the Ownership of Gold: NBFCs should have an explicit Board approved policy in their overall loan policy to verify ownership of the gold jewellery, and adequate steps be taken to ensure that the KYC guidelines stipulated by the Reserve Bank are followed and due diligence of the customer undertaken. Where the gold jewellery pledged by a borrower at any one time or cumulatively on loan outstanding is more than 20 grams, NBFCs must keep record of the verification of the ownership of the jewellery. The method of establishing ownership should be laid down as a Board approved policy. Auction Process and Procedures: The following additional stipulations are made with respect to auctioning of pledged gold jewellery: a) The auction should be conducted in the same town or taluka in which the branch that has extended the loan is located. b) While auctioning the gold the NBFC should declare a reserve price for the pledged ornaments. The reserve price for the pledged ornaments should not be less than 85% of the previous 30 day average closing price of 22 carat gold as declared by The Bombay Bullion Association Limited and value of the jewellery of lower purity in terms of carats should be proportionately reduced. c) It will be mandatory on the part of the NBFCs to provide full details of the value fetched in the auction and the outstanding dues adjusted and any amount over and above the loan outstanding should be payable to the borrower. d) NBFCs must disclose in their annual reports the details of the auctions conducted during the financial year including the number of loan accounts, outstanding amounts, value fetched and whether any of its sister concerns participated in the auction. e) In case the first auction fails, NBFCs can pool gold jewellery from different branches in a district and auction it at any location within the district, subject to adherence with all other requirements regarding auction (prior notice, reserve price, arms-length relationship, disclosures, etc.) are met. Rating of NBFCs Pursuant to the RBI Master Directions, all NBFCs with an asset size of above ₹100 crore are required to, as per RBI instructions to, furnish information about downgrading or upgrading of the assigned rating of any financial product issued by them within 15 days of a change in rating. Prudential Norms The leverage ratio of NBFCs (except NBFC-MFIs, NBFCs-ML and above) shall not be more than seven at any point of time. Leverage ratio means the total Outside Liabilities divided by Owned Fund. NBFCs primarily engaged in lending against gold jewellery (such loans comprising 50 percent of more of their financial assets) shall maintain a minimum Tier 1 capital of 12 percent of aggregate risk weighted assets of on-balance sheet and of risk adjusted value of off-balance sheet items. The value of each asset/item requires to be multiplied by the relevant risk weights to arrive at risk adjusted value of assets. The aggregate shall be taken into account for reckoning the minimum capital ratio. NBFC shall calculate the total risk weighted off-balance sheet credit exposure as the sum of the risk-weighted amount of the market related and non-market related off-balance sheet items. The risk-weighted amount of an off- balance sheet item that gives rise to credit exposure shall be calculated by means of a two-step process: (a) The notional amount of the transaction shall be converted into a credit equivalent amount, by multiplying the amount by the specified credit conversion factor or by applying the current exposure method; and 276(b) The resulting credit equivalent amount shall be multiplied by the risk weight applicable, viz., zero percent for exposure to Central Government/ State Governments, 20 percent for exposure to banks and 100 percent for others. Provisioning Requirements An NBFC-BL, after taking into account the time lag between an account becoming non-performing, its recognition, the realisation of the security and erosion overtime in the value of the security charged, shall make provisions against sub- standard assets, doubtful assets and loss assets in the manner provided for in the Master Directions. In the interests of counter cyclicality and so as to ensure that NBFCs create a financial buffer to protect them from the effect of economic downturns, RBI vide their circular no. DNBS.PD.CC. No.207/ 03.02.002 /2010-11 dated January 17, 2011, introduced provisioning for Standard Assets by all NBFCs. NBFCs are required to make a general provision at 0.25 per cent of the outstanding standard assets. RBI vide their circular no. DNBR (PD) CC No. 037/03.01.001/2014-15 dated June 11, 2015 raised the provision for standard assets to 0.40 per cent to be met by March 2018. The provisions on standard assets are not reckoned for arriving at Net NPAs. The provisions towards Standard Assets are not needed to be netted from gross advances but shown separately as ‘Contingent Provisions against Standard Assets’ in the balance sheet. NBFCs are allowed to include the ‘General Provisions on Standard Assets’ in Tier II Capital which together with other ‘general provisions/ loss reserves’ will be admitted as Tier II Capital only up to a maximum of 1.25 per cent of the total risk-weighted assets. NBFCs shall after taking into account the time lag between an account becoming non-performing, its recognition as such, the realisation of the security and the erosion over time in the value of security charged, make provision against sub-standard assets, doubtful assets and loss as assets. The provisioning requirements in respect of loans, advances and other credit facilities including bills purchased and discounted shall be as: Loss Assets In case of loss assets the entire asset shall be written off. If the assets are permitted to remain in the books for any reason, 100% of the outstanding must be provided for. Doubtful (a) 100% provision to the extent to which the advance is not covered by the realisable Assets value of the security to which the NBFC has a valid recourse shall be made. The realisable value is to be estimated on a realistic basis; In addition to the above, depending upon the period for which the asset has remained doubtful, provision to the extent of 20% to 50% of the secured portion (i.e. estimated realisable value of the outstanding) shall be made on the following bas (b) is: Period for which the asset has been considered as % of provision doubtful Upto one year 20 One to three years 30 More than three years 50 Sub-standard A general provision of 10% of total outstanding shall be made. assets Leverage Ratio Norms An NBFC-BL shall maintain a leverage ratio of not more than 7 after March 31, 2015. Further, NBFCs which are primarily engaged in lending against gold jewellery (such loans comprising of 50 percent or more of their financial assets) shall maintain a minimum tier I capital of 12 per cent of aggregate risk weighted assets of on-balance sheet and of risk adjusted value of off-balance sheet items. Asset Classification The Masters Directions require that every NBFC shall, after taking into account the degree of well-defined credit weaknesses and extent of dependence on collateral security for realisation, classify its lease/hire purchase assets, loans and advances and any other forms of credit into the following classes: • Standard assets; 277• Sub-standard Assets; • Doubtful Assets; and • Loss assets Further, such class of assets would not be entitled to be upgraded merely as a result of rescheduling, unless it satisfies the conditions required for such upgradation. At present every NBFC is required to make a provision for standard assets at 0.40 per cent. Standard Assets 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. Sub-standard Assets Assets which have been classified as non-performing asset for a period not exceeding eighteen months; or assets 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. Doubtful Assets Assets such as term loans, lease asset, a hire purchase asset or any other asset which remains a sub-standard asset for a period exceeding 18 months. Loss Assets An asset which has been identified as loss asset by the NBFC or its internal or external auditor by the RBI during the inspection of the NBFC, to the extent it is not written of by the NBFC and 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. The Non-Performing Asset classification norm stands changed due to the overdue period of more than 90 days for applicable NBFCs. A glide path is provided to applicable NBFCs to adhere to the 90 days NPA form as – NPA Norms Timeline >150 days overdue By March 31, 2024 >120 days overdue By March 31, 2025 > 90 days By March 31, 2026 The glide path will not be applicable to NBFCs which are already required to follow the 90 day NPA norm. Non-Performing Asset (NPA) (i) assets in respect of which interest has remained overdue for a period of more than 90 days. (ii) a term loan inclusive of unpaid interest when the instalment is overdue for a period of more than 90 days or on which interest amount remained overdue for a period of more than 90 days. (iii) a demand or call loan, which remained overdue for a period of more than 90 days from the date of demand or call or on which interest amount remained overdue for a period of more than 90 days. (iv) a bill which remains overdue for a period of more than 90 days (v) the interest in respect of a debt or the income on receivables under the head 'other current assets' in the nature of short-term loans/advances, which facility remained overdue for a period of more than 90 days. (vi) any dues on account of sale of assets or services rendered or reimbursement of expenses incurred, which remained overdue for a period of more than 90 days. (vii) the lease rental and hire purchase instalment, which has become overdue for a period of more than 90 days (vii) in respect of loans, advances and other credit facilities (including bills purchased and discounted), the balance outstanding under the credit facilities (including accrued interest) made available to the same borrower/beneficiary when any of the above credit facilities becomes non-performing asset. 278Provided that in case of lease and hire purchase transactions, an NBFC shall classify each such account on the basis of its record of recovery. Other stipulations All NBFCs are required to frame a policy for demand and call loan that includes provisions on the cut-off date for recalling the loans, the rate of interest, periodicity of such interest and periodical reviews of such performance. Lending against security of gold The RBI pursuant to the Scale Based Master Directions, as amended from time to time has prescribed that all NBFCs shall maintain a loan to value ratio not exceeding 75% for loans granted against the collateral of gold jewellery. The Value of gold jewellery, for the purpose of determining maximum permissible limit shall be the intrinsic value of the gold content therein and no other cost elements shall be added thereto. Reserve Bank of India (Know Your Customer (KYC)) Master Directions, 2016 dated February 25, 2016, as amended (“RBI KYC Directions”) The RBI KYC Directions are applicable to every entity regulated by the RBI, specifically, scheduled commercial banks, regional rural banks, local area banks, primary (urban) co-operative banks, state and central co-operative banks, all India financial institutions, NBFCs, miscellaneous non-banking companies and residuary non-banking companies, amongst others. In terms of the RBI KYC Directions, every entity regulated thereunder is required to formulate a KYC policy which is duly approved by the board of directors of such entity or a duly constituted committee thereof. The KYC policy formulated in terms of the RBI KYC Directions is required to include four key elements, being customer acceptance policy, risk management, customer identification procedures and monitoring of transactions. It is advised that all NBFC’S adopt the same with suitable modifications depending upon the activity undertaken by them and ensure that a proper policy framework of anti-money laundering measures is put in place. The RBI KYC Directions provide for a simplified procedure for opening accounts by NBFCs. It also provides for an enhanced and simplified due diligence procedure. It has prescribed detailed instructions in relation to, inter alia, the due diligence of customers, record management, and reporting requirements to Financial Intelligence Unit – India. The RBI KYC Directions have also issued instructions on sharing of information while ensuring secrecy and confidentiality of information held by Banks and NBFCs. The regulated entities must also adhere to the reporting requirements under Foreign Account Tax Compliance Act and Common Reporting Standards. The RBI KYC Directions also require the regulated entities to ensure compliance with the requirements/obligations under international agreements. The regulated entities must also pay adequate attention to any money-laundering and financing of terrorism threats that may arise from new or developing technologies, and ensure that appropriate KYC procedures issued from time to time are duly applied before introducing new products/services/technologies. The RBI KYC Directions were updated on April 20, 2018 to enhance the disclosure requirements under the Prevention of Money-Laundering Act, 2002 and in accordance with the Prevention of Money-Laundering Rules vide Gazette Notification GSR 538 (E) dated June 1, 2017 and the final judgment of the Supreme Court in the case of Justice K.S. Puttaswamy (Retd.) & Another v. Union of India (Writ Petition (Civil) 494/2012). The Directions were updated to accommodate authentication as per the AADHAR (Targeted Delivery of Financial and Other Subsidies, Benefits and Services) Act, 2016 and use of an Indian resident’s Aadhar number as a document for the purposes of fulfilling KYC requirement. The RBI KYC Directions were further amended on January 9, 2020, in view of Government of India Gazette Notification No. G.S.R. 582(E) dated August 19, 2019 and Gazette Notification G.S.R. 840(E) dated November 13, 2019, notifying amendment to the Prevention of Money-laundering (Maintenance of Records) Rules, 2005. With a view to leveraging the digital channels for Customer Identification Process (CIP) by Regulated Entities (REs), the Reserve Bank has decided to permit Video based Customer Identification Process (V-CIP) as a consent based alternate method of establishing the customer’s identity, for customer on boarding. Master Direction - Reserve Bank of India (Regulatory Framework for Microfinance Loans) Directions, 2022 dated March 14, 2022 Applicability The master directions are applicable to the following entities: i) All Commercial Banks (including Small Finance Banks, Local Area Banks, and Regional Rural Banks) excluding Payments Banks; ii) All Primary (Urban) Co-operative Banks/ State Co-operative Banks/ District Central Cooperative Banks; and 279iii) All Non-Banking Financial Companies (including Microfinance Institutions and Housing Finance Companies). Definition of microfinance loan A microfinance loan is defined as a collateral-free loan given to a household having annual household income up to ₹ 3,00,000. For this purpose, the household shall mean an individual family unit, i.e., husband, wife and their unmarried children. Further, all collateral-free loans, irrespective of end use and mode of application/ processing/ disbursal (either through physical or digital channels), provided to low income households, i.e., households having annual income up to ₹ 3,00,000, shall be considered as microfinance loans. Pricing of loans According to the directions, each of the regulated entities must implement a board-approved policy on microfinance loan pricing, on microfinance loans, interest rates and other charges/fees should not be usurious and shall be subjected to the supervisory scrutiny of the Reserve Bank. Further, according to the master directions each of the regulated entities shall also disclose pricing related information in a standardised format. The master directions also lay down the guidelines on conduct towards microfinance borrowers. Qualifying asset criteria Under the earlier guidelines, an NBFC that does not qualify as an NBFC-MFI, cannot extend microfinance loans exceeding 10 per cent of its total assets. As per the master directions, the maximum limit on microfinance loans for such NBFCs (i.e., NBFCs other than NBFC-MFIs) is now revised to 25 per cent of the total assets. Implementation of Green Initiative of the Government All NBFCs are required take proactive steps for increasing the use of electronic payment systems, elimination of post-dated cheques and gradual phase-out of cheques in their day to day business transactions which would result in more cost-effective transactions and faster and accurate settlements. Accounting Standards & Accounting policies NBFCs that are required to implement Ind AS as per the Companies (Indian Accounting Standards) Rules, 2015 (“Accounting Standard Rules”) shall prepare their financial statements in accordance with Ind AS notified by the Government of India and shall comply with the regulatory guidance specified in the Master Directions. Disclosure requirements for notes to accounts specified in the Master Directions shall continue to apply. Other NBFCs shall comply with the requirements of notified Accounting Standards (AS) insofar as they are not inconsistent with Master Directions. The Ministry of Corporate Affairs (“MCA”), in its press release dated January 18, 2016, issued a roadmap for implementation of Ind AS converged with IFRS for non-banking financial companies, scheduled commercial banks, insurers, and insurance companies, which was subsequently confirmed by the RBI through its circular dated February 11, 2016. The Accounting Standard Rules were subsequently amended by MCA press release dated March 30, 2016. The Accounting Standard Rules stipulates that NBFCs whose equity and/or debt securities are listed or in the process of listing on any stock exchange in India or outside India and having a net worth of less than ₹50,000 lakh, shall comply with Ind AS for accounting periods beginning from April 1, 2023 onwards with comparatives for the periods ending on March 31, 2023 or thereafter. Accordingly, Ind AS is applicable to our Company with effect from April 1, 2023. Implementation of Indian Accounting Standards: RBI Notification The Reserve bank of India vide notification number RBI/2019-20/170 DOR (NBFC).CC.PD.No.109/22.10.106/2019-20 dated March 13, 2020 framed regulatory guidance on Ind AS which will be applicable on Ind AS implementing NBFCs and Asset Reconstruction Companies (ARCs) for preparation of their financial statements from financial year 2019-20 onwards. These guidelines focus on the need to ensure consistency in the application of the accounting standards in specific areas, including asset classification and provisioning, and provide clarifications on regulatory capital in the light of Ind AS implementation. The guidelines cover aspects on Governance Framework, Prudential Floor for ECL and Computation of Regulatory Capital and Regulatory Ratios. 280Master Directions on Fraud Risk Management in Non-Banking Financial Companies (NBFCs) (including Housing Finance Companies) dated July 15, 2024. On July 15, 2024, the RBI issued the revised Master Directions on Fraud Risk Management in NBFCs (including Housing Finance Companies) (“Fraud Directions”) superseding the erstwhile Master Directions on Monitoring of Frauds in NBFCs (Reserve Bank), Directions, 2016. Under the Fraud Directions, NBFCs classified as NBFC- BL, NBFC-ML and NBFC-UL shall put in place a board approved policy on fraud risk management delineating roles and responsibilities of board and senior management of the NBFCs. NBFCs are required to report all instances of fraud to the RBI or the National Housing Bank through fraud monitoring returns portal within 14 (fourteen) days of classifying an incident or account as fraudulent. Furthermore, all attempted and successful instances of theft, burglary, dacoity, and robbery must be reported to the fraud monitoring group of the RBI within 7 (seven) days of occurrence. NBFCs must also report all incidents of fraud immediately to appropriate law enforcement agencies through a nodal point or designated officer of such NBFC. Master Direction dated September 29, 2016 on Monitoring of Frauds in NBFCs (Reserve Bank) Directions, 2016 All NBFC-ND-NSIs shall put in place a reporting system for frauds and fix staff accountability in respect of delays in reporting of fraud cases to the RBI. An NBFC-ND-NSI is required to report all cases of fraud of ₹ 1 lakh and above, and if the fraud is of ₹ 100 lakhs or above, the report should be sent in the prescribed format within three weeks from the date of detection thereof. The NBFC-ND-NSI shall also report cases of fraud by unscrupulous borrowers and cases of attempted fraud. Master Circular dated July 1, 2015 – Frauds – Future approach towards monitoring of frauds in NBFCs In order to prevent the incidence of frauds in NBFCs, the RBI established a reporting requirement to be followed by NBFCs, both NBFCs-Deposit taking and NBFCs-ND-NSI. In terms of the circular, all NBFCs-ND-NSI shall disclose the amount related to fraud, reported in the company for the year in their balance sheets. NBFCs failing to report fraud cases to the RBI would be liable for penal action prescribed under the provisions of Chapter V of the RBI Act. Additionally, the circular provides for categorisation of frauds and the reporting formats in order to ensure uniformity in reporting. Reporting by Statutory Auditor The statutory auditor of the NBFC-ND is required to submit to the Board of Directors of the company along with the statutory audit report, a special report certifying that the Directors have passed the requisite resolution mentioned above, not accepted any public deposits during the year and has complied with the prudential norms relating to income recognition, accounting standards, asset classification and provisioning for bad and doubtful debts as applicable to it. In the event of non-compliance, the statutory auditors are required to directly report the same to the RBI. Master Direction – Non-Banking Financial Companies Auditor’s Report (Reserve Bank) Directions, 2016 In addition to the report made by the auditor under Section 143 of the Companies Act, 2013 on the accounts of an NBFC-ND-NSI, the auditor shall made a separate report to the Board of Directors of the company on inter alia examination of validity of certificate of registration obtained from the RBI, whether the NBFC is entitled to continue to hold such certificate of registration in terms of its Principal Business Criteria (financial asset / income pattern) as on March 31 of the applicable year, whether the NBFC is meeting the required net owned fund requirement, whether the board of directors has passed a resolution for non-acceptance of public deposits, whether the company has accepted any public deposits during the applicable year, whether the company has complied with the prudential norms relating to income recognition, accounting standards, asset classification and provisioning for bad and doubtful debts as applicable to it, whether the capital adequacy ratio as disclosed in the return submitted to the Bank in form NBS- 7, has been correctly arrived at and whether such ratio is in compliance with the minimum CRAR prescribed by the Bank, whether the company has furnished to the Bank the annual statement of capital funds, risk assets/exposures and risk asset ratio (NBS-7) within the stipulated period, and whether the non-banking financial company has been correctly classified as NBFC Micro Finance Institutions (MFI). Master Direction – Reserve Bank of India (Filing of Supervisory Returns) Directions – 2024 dated February 27, 2024 281NBFCs - ML are required to report data on their domestic and overseas operations, including the operations of IFSC Banking Units (IBUs) and Overseas Banking Units (OBUs). NBFCs - ML shall design, build, and maintain the data architecture and supporting IT infrastructure for accurate, complete, and timely data aggregation and reporting not only in normal times but also during times of stress or crisis. NBFCs- ML are expected to measure and monitor the accuracy of data and to develop appropriate escalation channels and action plans to rectify any deterioration in data quality. NBFCs- ML are expected to measure and monitor the accuracy of data and to develop appropriate escalation channels and action plans to rectify any deterioration in data quality. Furthermore, NBFCs- ML should strive to achieve a higher degree of automation in the generation of data for the filing of returns. NBFCs- ML shall maintain proper records of sources and aggregation rules for generating returns’ data. The Reserve Bank – Integrated Ombudsman Scheme, 2021 (the “Ombudsman Scheme”) dated November 12, 2021 The RBI through its ‘Statement on Developmental and Regulatory Policies’ dated February 5, 2021, proposed the integration of the Ombudsman Scheme for Non-Banking Financial Companies, 2018 with the Banking Ombudsman Scheme, 2006 and the Ombudsman Scheme for Digital Transactions, 2019 under the ‘One Nation One Ombudsman’ approach for grievance redressal and has done the same through the Ombudsman Scheme effective from November 12, 2021. This is intended to make the process of redressal of grievances easier by enabling the customers of the banks, NBFCs and non-bank issuers of prepaid payment instruments to register their complaints under the integrated scheme, with one centralized reference point. The Ombudsman Scheme was introduced by the RBI with the object of enabling resolution of complaints in respect of certain services rendered by certain categories of NBFCs, to facilitate the satisfaction or settlement of such complaints, and matters connected therewith. The Ombudsman Scheme, inter alia, establishes the office of the ombudsman, specifies the procedure for the redressal of grievances and the mechanism for appeals against the awards passed by the ombudsman. Master Direction on Information Technology Governance, Risk, Controls and Assurance Practices dated November 7, 2023 These directions require all NBFC-ML to implement a comprehensive IT governance framework that includes a board-level IT strategy committee and an IT steering committee for oversight. Additionally, a Chief Information Security Officer (CISO) and an Information Security Committee (ISC) must be appointed to manage cyber and information security risks. A critical aspect of this is the implementation of an IT and Information Security Risk Management Framework, which incorporates information security policies, cybersecurity policies, and a cyber crisis management plan. Furthermore, cybersecurity measures like regular Vulnerability Assessments (VA) and Penetration Testing (PT) along with a cyber incident response plan are mandated. The RBI also dictates guidelines for managing IT infrastructure and services, including software, hardware, third-party arrangements, capacity, projects, vendors, and data. Secure access controls with Multi-Factor Authentication (MFA) and audit trails are another requirement. To ensure business continuity in case of disruptions, NBFC-MLs must have a Business Continuity Plan (BCP) and Disaster Recovery (DR) policy that is tested regularly. Finally, an IS Audit policy with a separate IS Audit function is necessary to conduct risk-based audits. Directions on Managing Risks and Code of Conduct in Outsourcing of Financial Services by NBFCs, 2017 With a view to put in place necessary safeguards applicable to outsourcing of activities by NBFCs, the RBI has issued directions on managing risks and code of conduct in outsourcing of financial services by NBFCs (“Risk Management Directions”). The Risk Management Directions specify that core management functions like internal auditing, compliance functions, decision making functions such as compliance with KYC norms shall not be outsourced by NBFCs. Further, the Risk Management Directions specify that outsourcing of functions shall not limit its obligations to its customers. Master Direction on Outsourcing of Information Technology Services dated April 10, 2023 The RBI has issued the RBI Master Direction on Outsourcing of Information Technology Services, dated April 10, 2023, (“IT Outsourcing Direction”) that came into effect on October 1, 2023, in line with its earlier Draft Master Direction on Outsourcing of IT Services, dated June 23, 2022. The IT Outsourcing Direction is applicable to regulated entities, namely, all commercial banks, non-banking financial companies, primary co-operative banks, credit information companies, ‘All India Financial Institutions’ as defined under the IT Outsourcing Direction (collectively, “REs”). In case of foreign banks operating in India through branch mode, reference to 282REs’ board of directors means the head office or controlling office which has oversight over the Indian branch operations. The scope of the IT Outsourcing Direction extends to ‘material outsourcing’ of IT services by REs which are IT services which (i) if disrupted or compromised has the potential to significantly impact the RE’s business operations, or (ii) may have material impact on the RE’s customers in the event of any unauthorised access, loss or theft of customer information. Master Direction – Reserve Bank of India (Credit Information Reporting) Directions, 2025 dated January 06, 2025 On January 06, 2025, the RBI issued the Master Directions on Credit Information Reporting for credit reporting by regulated entities, including banks, financial institutions, and non-banking financial companies (NBFCs). The RBI mandated that credit information reporting by Credit Information Companies (CICs) adhere to standardized data formats to ensure clarity and consistency in the data reported by banks and financial institutions. The RBI mandated that all regulated entities must process and store such information exclusively within India, ensuring strict data confidentiality and security. The Credit Institutions are now required to inform consumers about the reasons for rejecting data correction requests and if the consumer complaint is not resolved within 30 calendar days of filing complainants are entitled to a compensation of ₹100 per calendar day. RBI also sets guidelines stating that Credit Information Companies must also assess the reputation, financial stability, and legal compliance of the third-party entities before sharing data. CICs shall put in place a robust due diligence and control mechanisms while sharing the credit information Additionally, the Credit Information Reporting Directions mandated that Credit Institutions must submit credit data to CICs on a regular basis, ideally fortnightly, with updates provided by the 7th calendar day of the subsequent reporting period. The Directions has instructed CICs to monitor the submission timelines and report any delays to the RBI’s Department of Supervision every six months. The RBI also puts strict provisions for the unauthorized use of credit information by third parties, including subsidiaries and affiliates of the entity holding the data. Reserve Bank of India (Lending Against Gold Collateral) Directions, 2025 On June 06, 2025, RBI released Directions on Lending Against Gold Collateral, 2025. These directions are intended to apply uniformly across various lending institutions providing loans secured by gold collateral, silver jewellery, silver ornaments, and specified silver coins. The guidelines cover Commercial Banks (excluding Payments Banks), Small Finance Banks, Local Area Banks, Regional Rural Banks, Primary (Urban) Co-operative Banks, Rural Co-operative Banks (including State and Central Co-operative Banks), and all NBFCs, including Housing Finance Companies (HFCs). The directions lay out comprehensive norms concerning ceilings, restrictions, valuation methods, and LTV ratios, aiming to standardize practices and ensure prudent lending across the gold loan sector. The maximum LTV ratio in respect of consumption loans against the eligible collateral shall not exceed LTV ratios as provided in the table below: Total consumption loan amount per borrower Maximum LTV ratio ≤₹2.5 lakh 85 per cent > ₹2.5 lakh & ≤ ₹5 lakh 80 per cent > ₹5 lakh 75 per cent Directions on Managing Risks and Code of Conduct in Outsourcing of Financial Services by NBFCs, 2017 With a view to put in place necessary safeguards applicable to outsourcing of activities by NBFCs, the RBI has issued directions on managing risks and code of conduct in outsourcing of financial services by NBFCs (“Risk Management Directions”). The Risk Management Directions specify that core management functions like internal auditing, compliance functions, decision making functions such as compliance with KYC norms shall not be outsourced by NBFCs. Further, the Risk Management Directions specify that outsourcing of functions shall not limit its obligations to its customers. Master Circular - Bank Finance to Non-Banking Financial Companies (NBFCs) dated April 01, 2025 (“Bank Finance Circular”) The RBI has issued guidelines vide a master circular bearing number RBI/2025-26/15 DOR.CRE.REC.No.05/21.04.172/2025-26 dated April 01, 2025 (“Bank Finance Circular”) laying down the 283regulatory policy regarding financing of NBFCs by banks. In particular, these guidelines prohibit banks from lending to NBFCs for the financing of certain activities, such as (i) bill discounting or rediscounting, except where such discounting arises from the sale of commercial vehicles and two wheelers or three wheelers, subject to certain conditions; (ii) unsecured loans or inter-corporate deposits by NBFCs to any company; (iii) investments by NBFCs both of current and long term nature, in any company; (iv) all types of loans and advances by NBFCs to their subsidiaries, group companies/ entities; (v) further lending to individuals for the purpose of subscribing to an initial public offer and for purchase of shares from secondary market. The Bank Finance Circular also lays down the following prudential ceilings for exposure of Banks to NBFCs: i. Banks’ exposures to a single NBFC (excluding gold loan companies) will be restricted to 20 percent of their eligible capital base (Tier I capital). However, based on the risk perception, more stringent exposure limits in respect of certain categories of NBFCs may be considered by banks. Banks’ exposures to a group of connected NBFCs or group of connected counterparties having NBFCs in the group will be restricted to 25 percent of their Tier I Capital. ii. The exposure of a bank to a single NBFC which is predominantly engaged in lending against collateral of gold jewellery (i.e. such loans comprising 50 per cent or more of their financial assets), shall not exceed 7.5 per cent of the bank’s capital funds (Tier I plus Tier II Capital). However, this exposure ceiling may go up by 5 per cent, i.e., up to 12.5 per cent of banks’ capital funds if the additional exposure is on account of funds on- lent by such NBFCs to the infrastructure sector iii. Banks may also consider fixing internal limits for their aggregate exposure to all NBFCs put together. Banks should have an internal sub-limit on their aggregate exposures to all NBFCs, having gold loans to the extent of 50 per cent or more of their total financial assets, taken together. This sub-limit should be within the internal limit, where fixed by the banks for their aggregate exposure to all NBFCs put together as prescribed Supervisory Framework In order to ensure adherence to the regulatory framework by non-systemically important ND-NBFCs, the RBI has directed such NBFCs to put in place a system for submission of an annual statement of capital funds, and risk asset ratio etc. as at the end of March every year, in a prescribed format. This return is to be submitted electronically within a period of three months from the close of every financial year. Further, a NBFC is required to submit a certificate from its statutory auditor that it is engaged in the business of non-banking financial institution with requirement to hold a certificate of registration under the RBI Act. This certificate is required to be submitted within one month of the date of finalisation of the balance sheet and in any other case not later than December 30 of that particular year. Further, in addition to the auditor’s report under Section 143 of the Companies Act, 2013 the auditors are also required to make a separate report to the Board of Directors on certain matters, including correctness of the capital adequacy ratio as disclosed in the return NBS-7 to be filed with the RBI and its compliance with the minimum CRAR, as may be prescribed by the RBI. Where the statement regarding any of the items referred relating to the above, is unfavorable or qualified, or in the opinion of the auditor the company has not complied with the regulations issued by RBI , it shall be the obligation of the auditor to make a report containing the details of such unfavourable or qualified statements and/or about the non- compliance, as the case may be, in respect of the company to the concerned Regional Office of the Department of Non-Banking Supervision of the Bank under whose jurisdiction the registered office of the company is located. Asset Liability Management The RBI has prescribed the Guidelines for Asset Liability Management (“ALM”) System in relation to NBFCs (“ALM Guidelines”) that are applicable to all NBFCs through a Master Circular on Miscellaneous Instructions to All Non-Banking Financial Companies dated July 1, 2015. As per this Master Circular, the NBFCs (engaged in and classified as equipment leasing, hire purchase finance, loan, investment and residuary non-banking companies) meeting certain criteria, including, an asset base of ₹ 10,000 lakhs, irrespective of whether they are accepting / holding public deposits or not, or holding public deposits of ₹ 2,000 lakhs or more (irrespective of the asset size) as per their audited balance sheet as of March 31, 2001, are required to put in place an ALM system. The ALM Guidelines mainly address liquidity and interest rate risks. In case of structural liquidity, the negative gap (i.e. where outflows exceed inflows) in the 1 to 30/31 days’ time-bucket should not exceed the prudential limit of 15% of cash outflows of each time-bucket and the cumulative gap of up to one year should not exceed 15% of the cumulative cash outflows of up to one year. In case these limits are exceeded, the measures proposed for bringing the gaps within the limit should be shown by a footnote in the relevant statement. 284The Recovery of Debts due to Banks and Financial Institutions Act, 1993 The Recovery of Debts due to Banks and Financial Institutions Act, 1993 (the “DRT Act”) provides for establishment of the Debts Recovery Tribunals (the “DRTs”) for expeditious adjudication and recovery of debts due to banks and public financial institutions or to a consortium of banks and public financial institutions. Under the DRT Act, the procedures for recovery of debt have been simplified and time frames have been fixed for speedy disposal of cases. The DRT Act lays down the rules for establishment of DRTs, procedure for making application to the DRTs, powers of the DRTs and modes of recovery of debts determined by DRTs. These include attachment and sale of movable and immovable property of the defendant, arrest of the defendant and his detention in prison and appointment of receiver for management of the movable or immovable properties of the defendant. The DRT Act also provides that a bank or public financial institution having a claim to recover its debt, may join an ongoing proceeding filed by some other bank or public financial institution, against its debtor, at any stage of the proceedings before the final order is passed, by making an application to the DRT. Anti-Money Laundering The RBI has issued a Master Circular dated July 1, 2015 to ensure that a proper policy frame work for the Prevention of Money Laundering Act, 2002 (“PMLA”) is put into place. The PMLA seeks to prevent money laundering and provides for confiscation of property derived from, or involved in money laundering and for other matters connected therewith or incidental thereto. It extends to all banking companies, financial institutions, including NBFCs and intermediaries. Pursuant to the provisions of PMLA and the RBI guidelines, all NBFCs are advised to appoint a principal officer for internal reporting of suspicious transactions and cash transactions and to maintain a system of proper record (i) for all cash transactions of value of more than ₹ 10 lakhs; (ii) all series of cash transactions integrally connected to each other which have been valued below ₹ 10 lakhs where such series of transactions have taken place within one month and the aggregate value of such transaction exceeds ₹ 10 lakhs. Further, all NBFCs are required to take appropriate steps to evolve a system for proper maintenance and preservation of account information in a manner that allows data to be retrieved easily and quickly whenever required or when requested by the competent authorities. Further, NBFCs are also required to maintain for at least ten years from the date of transaction between the NBFCs and the client, all necessary records of transactions, both domestic or international, which will permit reconstruction of individual transactions (including the amounts and types of currency involved if any) so as to provide, if necessary, evidence for prosecution of persons involved in criminal activity. Additionally, NBFCs should ensure that records pertaining to the identification of their customers and their address are obtained while opening the account and during the course of business relationship, and that the same are properly preserved for at least ten years after the business relationship is ended. The identification records and transaction data is to be made available to the competent authorities upon request. RBI Notification dated December 3, 2015 titled “Anti-Money Laundering (AML)/ Combating of Financing of Terrorism (CFT) – Standards” states that all regulated entities (including NBFCs) are to comply with the updated FATF Public Statement and document ‘Improving Global AML/CFT Compliance: on-going process’ as on October 23, 2015. Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (“SARFAESI”) The SARFAESI Act regulates the securitization and reconstruction of financial assets of banks and financial institutions. The SARFAESI Act provides for measures in relation to enforcement of security interests and rights of the secured creditor in case of default. The RBI has issued guidelines to banks and financial institutions on the process to be followed for sales of financial assets to asset reconstruction companies. These guidelines provide that a bank or a financial institution or an NBFC may sell financial assets to an asset reconstruction company provided the asset is an NPA. A bank or financial institution or NBFC may sell a financial asset only if the borrower has a consortium or multiple banking arrangements and at least 75% by value of the total loans to the borrower are classified as an NPA and at least 75% by the value of the banks and financial institutions in the consortium or multiple banking arrangement agree to the sale. In addition to the above, a financial asset may be sold by any bank or financial institution where the asset is reported, by the bank financial institution to Central Repository for Information on Large Credit, as an 285NPA wherein the principal or interest payment is overdue between 61-90 days. As per the SARFAESI Amendment Act of 2004, the constitutional validity of which was upheld in a recent Supreme Court ruling, non-performing assets have been defined as an asset or account of a borrower, which has been classified by a bank or financial institution as sub-standard, doubtful or loss asset in accordance with directions or guidelines issued by the RBI. In case the bank or financial institution is regulated by a statutory body/authority, NPAs must be classified by such bank in accordance with guidelines issues by such regulatory authority. The RBI has issued guidelines on classification of assets as NPAs. Further, these assets are to be sold on a “without recourse” basis only. The SARFAESI Act provides for the acquisition of financial assets by Securitization Company or Reconstruction Company from any bank or financial institution on such terms and conditions as may be agreed upon between them. A securitization company or reconstruction company having regard to the guidelines framed by the RBI may, for the purposes of asset reconstruction, provide for measures such as the proper management of the business of the borrower by change in or takeover of the management of the business of the borrower, the sale or lease of a part or whole of the business of the borrower and certain other measures such as rescheduling of payment of debts payable by the borrower; enforcement of security. Additionally, under the provisions of the SARFAESI Act, any securitisation company or reconstruction company may act as an agent for any bank or financial institution for the purpose of recovering its dues from the borrower on payment of such fee or charges as may be mutually agreed between the parties. Various provisions of the SARFAESI Act have been amended by the Enforcement of Security Interest and Recovery of Debt Laws and Miscellaneous Provisions (Amendment) Act, 2016 as also the Insolvency and Bankruptcy Code, 2016 (which amended S.13 of SARFAESI). As per this amendment, the Adjudicating Authority under the Insolvency and Bankruptcy Code, 2016 shall by order declare moratorium for prohibiting inter alia any action to foreclose, recover or enforce any security interest created by the corporate debtor in respect of its property including any action under the SARFAESI Act. Further, in accordance with Ministry of Finance notification no. S.O. 856(E) dated February 24, 2020, the eligibility limit for to enforcement of security interest with respect to secured debt recovery by NBFCs (having assets worth ₹ 100 Crores and above) has been reduced from ₹ 1 Crore to ₹ 50 Lakhs. Insolvency and Bankruptcy Code, 2016 The Insolvency and Bankruptcy Code, 2016 (“Code”) consolidates laws relating to insolvency, reorganisation and liquidation/ bankruptcy of all persons, including companies, individuals, partnership firms and Limited Liability Partnerships (“LLPs”). The Code has established an Insolvency and Bankruptcy Board of India to function as the regulator for all matters pertaining to insolvency and bankruptcy. The Code prescribes a timeline of 330 days for the insolvency resolution process, which begins from the date the application is admitted by the NCLT. During this period, the creditors and the debtor shall negotiate and finalise a resolution plan (accepted by 66% of the financial creditors) and in the event, they fail, the debtor is placed in liquidation and the moratorium lifted. The Code stipulates an interim-moratorium period which would commence after filing of the application for a fresh start process and shall cease to exist after elapse of a period of 180 days from the date of application. During such period, all legal proceedings against such debtor should be stayed and no fresh suits, proceedings, recovery or enforcement action may be initiated against such debtor. However, the Code has also imposed certain restrictions on the debtor during the moratorium period such as the debtor shall not be permitted to act as a director of any company or be involved in the promotion or management of a company during the moratorium period. In light of the COVID-19 pandemic, the Government of India, introduced economic reforms to contribute to the ease of doing business. One of the reforms introduced is the suspension of the Code for a period of one year. An ordinance detailing the changes pursuant to this reform is expected to be introduced by the government. Further, the GoI vide notification dated March 24, 2020 (“Notification”) has amended section 4 of the Code due the lingering impact of the COVID-19 pandemic. Pursuant to the said Notification, Government of India has increased the minimum amount of default under the insolvency matters from ₹ 1,00,000 to ₹ 1,00,00,000. The Insolvency and Bankruptcy (Insolvency and Liquidation Proceedings of Financial Service Providers and Application to Adjudicating Authority) Rules 2019 (“IBC Rules, 2019”) The Code, which regulates the insolvency resolution process for “corporate persons” previously excluded financial service providers from its purview. With the notification of the IBC Rules, 2019, the provisions of the 286Code will apply to financial service providers as well, which are subject to modifications and additional conditions as set out in the IBC Rules, 2019. Financial service providers are defined to mean persons engaged in the business of providing financial services in terms of authorisation issued or registration granted by a financial sector regulator under the Code. “Financial services” is broadly defined in the Code, and includes, inter alia, services in the nature of acceptance of deposits, administration of assets, underwriting services, advisory services with respect to dealings in financial products, operation of an investment scheme, and maintenance of records of ownership of a financial product. The IBC Rules, 2019, lays down the provisions for setting up an advisory committee, resolution plan and the liquidation process of financial service providers. Foreign Investment Regulations Master Circular – Foreign Investments in India, issued by RBI dated January 04, 2018 (updated as on March 17, 2022), read with the Consolidated FDI Policy Circular of 2020, issued by the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India, dated October 15, 2020 (“FDI Policy”) Foreign investment into NBFCs, carrying on activities approved for FDI, will be subject to the provisions of the FEMA regulations including the FEMA (Non-Debt Instruments) Rules, 2019 and conditions specified in paragraph 3.8.3 of the FDI Policy and foreign investment of up to 100% is permitted under the automatic route. This sector is also subject to minimum capitalization norms as prescribed by the RBI or other government agencies from time to time. Master Circular No.10/2015-16 on Memorandum of Instructions governing money changing activities, issued by RBI dated July 1, 2015 and updated on September 10, 2015. Guidelines for Licencing and other Approvals for Authorised Money Changers (AMCs) Full Fledged Money Changers (FFMCs) are authorised by the Reserve Bank to deal in foreign exchange for specified purposes, to widen the access of foreign exchange facilities to residents and tourists while ensuring efficient customer service through competition. FFMCs are authorised to purchase foreign exchange from residents and non-residents visiting India and to sell foreign exchange for certain approved purposes. AD Category –I Banks/ADs Category – II/FFMCs may appoint franchisees to undertake purchase of foreign currency*. No person shall carry on or advertise that he carries on money changing business unless he is in possession of a valid money changer’s licence issued by the Reserve Bank. * Note: -Franchisees of AD Category –I Banks/ADs Category – II/FFMCs functioning within 10 kilometres from the borders of Pakistan and Bangladesh may also sell the currency of the bordering country, with the prior approval of the Regional offices concerned of the Reserve Bank. Other franchises of AD Category –I Banks/ADs Category – II/FFMCs cannot sell foreign currency. Guidelines for appointment of Agents/ Franchisees by Authorised Dealer Category – FFMCs. Under the Scheme, the Reserve Bank permits FFMCs to enter into franchisee/agency agreements at their option for the purpose of carrying on Restricted Money Changing business i.e. conversion of foreign currency notes, coins or travellers' cheques into Indian Rupees. A franchisee can be any entity which has a place of business and a minimum Net Owned Funds of ₹ 10 lakhs. Franchisees can undertake only restricted money changing business. FFMCs as the franchisers are free to decide on the tenor of the arrangement as also the commission or fee through mutual agreement with the franchisee. The Agency/Franchisee agreement to be entered into should include the salient features as mentioned under the master circular. The master circular also prescribes the procedure for application, due diligence of franchisees, selection of centres, training, reporting, audit and inspection of franchisees and Anti Money Laundering (AML)/Know Your Customer (KYC)/Combating the Financing of Terrorism (CFT) Guidelines. Note: No licence for appointment of franchisees will be issued to any FFMC, against whom any major DoE/DRI/CBI/Police case is pending. In case where any FFMC has received one-time approval for appointing franchisees and subsequent to the date of approval, any DoE/DRI/CBI/Police case is filed, the FFMC should not 287appoint any further franchisees and bring the matter to the notice of the Reserve Bank immediately. A decision will be taken by the Reserve Bank regarding allowing the FFMC to appoint franchisees. Operational Instructions Foreign exchange in any form can be brought into India freely without limit provided it is declared on the Currency Declaration Form (CDF) on arrival to the Custom Authorities. When foreign exchange brought in the form of currency notes or travellers' cheques does not exceed US $10,000 or its equivalent and/or the value of foreign currency notes does not exceed US $5,000 or its equivalent, declaration thereof on CDF is not insisted upon. Taking out foreign exchange in any form, other than foreign exchange obtained from an authorised dealer or a money changer is prohibited unless it is covered by a general or special permission of the Reserve Bank. Non- residents, however, have general permission to take out an amount not exceeding the amount originally brought in by them, subject to compliance with the provisions of sub-para above. Authorised Money Changers (AMCs)/franchisees may freely purchase foreign currency notes, coins and traveller’s cheques from residents as well as non-residents. Where the foreign currency was brought in by declaring on form CDF, the tenderer should be asked to produce the same. The AMC should invariably insist on production of declaration in CDF. AMCs may sell Indian Rupees to foreign tourists/visitors against International Credit Cards/International Debit Cards and take prompt steps to obtain reimbursement through normal banking channels. AMCs may issue certificate of encashment when asked for in cases of purchases of foreign currency notes, coins and travellers cheques from residents as well as non-residents. These certificates bearing authorised signatures should be issued on the letter head of the money changer and proper record should be maintained. In cases where encashment certificate is not issued, attention of the customers should be drawn to the fact that unspent local currency held by non-residents will be allowed to be converted into foreign currency only against production of a valid encashment certificate. AMCs may purchase from other AMCs and ADs any foreign currency notes, coins and encashed travellers’ cheques tendered in the normal course of business. Rupee equivalent of the amount of foreign exchange purchased should be paid only by way of crossed account payee cheque/demand draft/bankers' cheque/Pay order. AMCs may sell foreign exchange up to the prescribed ceiling (currently US $ 10,000) specified in Schedule III to the Foreign Exchange Management (Current Account Transaction) Rules, 2000 during a financial year to persons resident in India for undertaking one or more private visits to any country abroad (except Nepal and Bhutan). Exchange for such private visits will be available on a self-declaration basis to the traveller regarding the amount of foreign exchange availed during a financial year. Foreign nationals permanently resident in India are also eligible to avail of this quota for private visits provided the applicant is not availing of facilities for remittance of his salary, savings, etc., abroad in terms of extant regulations. AMCs may sell foreign exchange to persons’ resident in India for undertaking business travel or for attending a conference or specialised training or for maintenance expenses of a patient going abroad for medical treatment or check-up abroad or for accompanying as attendant to a patient going abroad for medical treatment/check-up up to the limits as specified in Schedule III to FEMA (Current Account Transactions) Rules, 2000. AMCs may convert into foreign currency, unspent Indian currency held by non-residents at the time of their departure from India, provided a valid Encashment Certificate is produced. AMCs may convert at their discretion, unspent Indian currency up to ₹ 10,000 in the possession of non-residents if, for bona fide reasons, the person is unable to produce an Encashment Certificate after ensuring that the departure is scheduled to take place within the following seven days. FFMCs may provide facility for reconversion of Indian Rupees to the extent of ₹ 50,000/- to foreign tourists (not NRIs) against ATM Receipts based on the following documents- Valid passport and visa, ticket confirmed for departure within 7 days, Original ATM slip. AMCs may issue a cash memo, if asked for, on official letterhead to travellers to whom foreign currency is sold by them. The cash memo may be required for production to emigration authorities while leaving the country. 288AMCs may put through transactions relating to foreign currency notes and travellers' cheques at rates of exchange determined by market conditions and in alignment with the ongoing market rates. AMCs should display at a prominent place in or near the public counter, a chart indicating the rates for purchase/sale of foreign currency notes and travellers' cheques for all the major currencies and the card rates for any day, should be updated, latest by 10:30 a.m. AMCs should keep balances in foreign currencies at reasonable levels and avoid build-up of idle balances with a view to speculating on currency movements. Franchisees should surrender foreign currency notes, coins and travellers' cheques purchased only to their franchisers within seven working days. The transactions between authorised dealers and FFMCs should be settled by way of account payee crossed cheques/demand drafts. Under no circumstances should settlement be made in cash. AMCs may obtain their normal business requirements of foreign currency notes from other AMCs/authorised dealers in foreign exchange in India, against payment in rupees made by way of account payee crossed cheque/demand draft. Where AMCs are unable to replenish their stock in this manner, they may make an application to the Forex Markets Division, Foreign Exchange Department, Central Office, RBI, Mumbai through an AD Category-I for permission to import foreign currency into India. The import should take place through the designated AD Category-I through whom the application is made. AMCs may export surplus foreign currency notes/encashed travellers' cheques to an overseas bank through designated Authorised Dealer Category - I in foreign exchange for realisation of their value through the latter. FFMCs may also export surplus foreign currency to private money changers abroad subject to the condition that either the realisable value is credited in advance to the AD Category – I bank’s nostro account or a guarantee is issued by an international bank of repute covering the full value of the foreign currency notes/coins to be exported. In the event of foreign currency notes purchased being found fake/forged subsequently, AMCs may write- off up to US $ 2000 per financial year after approval of their Top Management after exhausting all available options for recovery of the amount. Any write-off in excess of the above amount, would require the approval of the Regional Office concerned of the Foreign Exchange Department of the Reserve Bank. Further, provisions regarding the following are also mentioned- • Registers and Books of Accounts of Money-changing Business • Submission of Statements to the Reserve Bank • Inspection of Transactions of AMCs • Concurrent Audit • Temporary Money Changing Facilities Opening of Foreign Currency Accounts by AMCs AMCs, with the approval of the respective Regional Offices of the Foreign Exchange Department, may be allowed to open Foreign Currency Accounts in India, subject to the following conditions: - i. Only one account may be permitted at a particular centre. ii. Only the value of foreign currency notes/encashed TCs exported through the specific bank and realised can be credited to the account. iii. Balances in the accounts shall be utilised only for settlement of liabilities on account of: (a) TCs sold by the AMCs and (b) Foreign currency notes acquired by the AMCs from AD Category-I banks. (c) No idle balance shall be maintained in the said account All AMCs are required to submit their annual audited balance sheet to the respective Regional office of the Reserve Bank for the purpose of verification of their Net Owned Funds along-with a certificate from the statutory auditors regarding the NOF as on the date of the balance sheet. As AMCs are expected to maintain the minimum 289NOF on an ongoing basis, if there is any erosion in their NOF below the minimum level, they are required to bring it to the notice of the Reserve Bank immediately along with a detailed time bound plan for restoring the Net Owned Funds to the minimum required level. FFMCs, which are not Regional Rural Banks (RRBs), Local Area Banks (LABs), Urban Co-operative Banks (UCBs) and Non-Banking Financial Companies (NBFCs) having a minimum net worth of ₹ 500 lakhs, may participate in the designated currency futures and currency options on exchanges recognised by the Securities and Exchange Board of India (SEBI) as clients only for the purpose of hedging their underlying foreign exchange exposures. FFMCs and ADs Category–II which are RRBs, LABs, UCBs and NBFCs, may be guided by the instructions issued by the respective regulatory Departments of the Reserve Bank in this regard. Shops and Establishments legislations in various states The provisions of various Shops and Establishments legislations, as applicable, regulate the conditions of work and employment in shops and commercial establishments and generally prescribe obligations in respect of inter- alia registration, opening and closing hours, daily and weekly working hours, holidays, leave, health, termination of services and safety measures and wages for overtime work. Labour Laws India has stringent labour related legislations. We are required to comply with certain labour laws, which include the Employees’ Provident Funds and Miscellaneous Provisions Act 1952, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965, Employees’ Compensation Act, 1923, the Payment of Gratuity Act, 1972 and the Payment of Wages Act, 1936, amongst others. Intellectual Property Intellectual Property in India enjoys protection under both common law and statute. Under statute, India provides for patent protection under the Patents Act, 1970, copyright protection under the Copyright Act, 1957 and trademark protection under the Trade Marks Act, 1999. The above enactments provide for protection of intellectual property by imposing civil and criminal liability for infringement. 290SECTION VIII – SUMMARY OF MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of Association of our Company. In case of any inconsistency between the Articles of Association of our Company and the Companies Act, 1956 and Companies Act, 2013, the provisions of the Companies Act, 1956 and the Companies Act 2013 shall prevail over the Articles of Association of our Company. Pursuant to Schedule II of the Companies Act, 1956 and the SEBI Regulations, the main provisions of the Articles of Association of our Company are detailed below: SHARE CAPITAL AND VARIATION OF RIGHTS II. 1. Subject to the provisions of the Act and these Articles, the shares in the capital of the Company shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and 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. 2. (i) Every person whose name is entered as a member in the Register of Members shall be entitled to receive within two months after incorporation , in case of subscribers to the memorandum or after allotment or within one month after the application for registration of transfer or transmission or within such other period as the conditions of issue shall be provided,- (a) One certificate for all his shares without payment of any charges; or (b) Several certificates, each for one or more of his shares, upon payment of twenty rupees for each certificate after the first. (c) Share/ Debenture Certificate shall be issued in marketable lot and where Share/ Debenture Certificates are issued for either more or less than marketable lots, sub-division/ consolidation in to marketable lots shall be done free of charge (ii) Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid up thereon. (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 one of several joint holders shall be sufficient delivery to all such holders. 3. (i) If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back for endorsement of transfer, then upon production and surrender thereof to the Company, a new certificate may be issued in lie thereof, and 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 deem adequate, a new certificate in lieu thereof shall be given. Every certificate under this Article shall be issued on payment of twenty rupees for each certificate. (ii) The provisions of Article (2) and (3) mutatis mutandis apply to debentures of the Company. 4. Except as required by law, no person shall be recognized by the Company 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) any equitable, contingent, future or partial interest in any share, or any interest in any equitable, contingent, future or partial interest in any share, or in any fractional part of a share, or (except only as by these regulations 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. 5. (i) The Company may exercise the powers of paying commissions conferred by sub-section (6) of Section 40, provided that the rate percent or the amount of commission paid or agreed to be paid shall be disclosed in the manner required by that section and rules made thereunder. (ii) The rate or the amount of commission shall not exceed the rate or amount prescribed in the rules made under sub- section (6) of section40. 291(iii) The commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in the one way and partly in the other. 6. (i) If at any time the share capital is divided into different classes of shares, the rights attached to any class ( unless otherwise provided by the terms of issue of shares of that class) may, subject to the provisions of section 48, and whether or not is being wound up , be varied with the consent in writing of the holders of three- fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class. (ii) To every such separate meeting, the provisions of these regulations relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be at least two persons holding at least one-third of the issued shares of the class in question. 7. The rights conferred upon the holders of shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. 8. Subject to provisions of section 55, any preference shares may, with the sanction of an ordinary resolution, be issued on the terms that are to be redeemed on such terms and in such manner as the company before the issue of the shares may, any special resolution, determine. *DEMATERIALISATION OF SECURITIES 9. Notwithstanding anything contained herein and subject to the provisions of the Act, the Company shall be entitled to admit its shares, debentures and other securities for dematerialisation pursuant to the provisions of the Depositories Act or any other law applicable and to offer its shares, debentures and other securities for subscription in a dematerialised form. Notwithstanding anything to contrary contained in the Act or these Articles, a depository shall 10. be deemed to be the registered owner for the purposes of effecting transfer of ownership of securities of the Company on behalf of the beneficial owner. Every person holding securities of the Company and whose name is entered as the beneficial owner in the records of the depository shall be entitled to all the rights and benefits and be 11. subject to all the Liabilities in respect of the securities which are held by a depository and shall be deemed to be a Member of the Company. Nothing contained in Section 56 of the Act or these Articles shall apply to a transfer of securities effected by transferor and transferee both of whom are entered as beneficial owners in the 12. records of a depository. LIEN 13. (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 or his estate to the company; PROVIDED the Board of Directors may at any time declare any share to be wholly or in part exempt from the provisions of this clause. *Inserted vide special resolution at the EGM of the company dated 19th December 2018 292(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. 14. The Company may sell, in such manner as the Board thinks fit, any shares on which the Company has a lien. PROVIDED no sale shall be made- (a) unless a sum in respect of which the lien exists is presently payable; or (b) until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or insolvency. 15. (i) To give effect to any such sale, the Board may authorize some person to transfer the shares sold to the purchaser thereof; (ii) The purchaser shall be registered as the holder of shares comprised in any such transfer. (iii) The purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. 16. (i) The proceeds of the sale shall be received by the company and applied in payment of such part of the amount in respect of which the lien exists and is presently payable. (ii) 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 the person entitled to the shares at the date of the sale. CALLS ON SHARES 17 (i) 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. (ii) Each member shall, subject to receiving at least fourteen 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 shares. (iii) The call may be revoked or postponed at the discretion of the Board. 18 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. 19 The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. 20 (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 ten percent per annum or at such lower rate , if any, as the Board may determine. (ii) The Board shall be at the liberty to waive payment of any such interest wholly or in part 29321 (i) Any sum by which 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 terms of issue such sum becomes payable. (ii) In case of non –payment of such sum, all the relevant provisions of these regulations as to the payment of interest and expenses, forfeiture or otherwise shall apply as is such sum had become payable by virtue o a call duly made and notified. 22 The Board- (a) may, if thinks fit, receive from any member willing to advance the same, all or any part of the monies uncalled and unpaid upon any shares; and (b) upon all or any of the monies so advanced, any (until the same would, but for such advance, become presently payable) pay interest at such rate not exceeding, unless the company in general meeting shall otherwise direct, twelve percent per annum, as may be agreed upon between the Board and the member paying the sum in advance. TRANSFER OF SHARES 23 (i) The instrument of transfer of any share in the company shall be executed by or on behalf of both the transferor and transferee. (ii) The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the Register of Members in respect thereof. 24 The Board may, subject to the right of appeal conferred by Section 58 decline to register- (a) the transfer of a share, not being a fully paid share, to a person of whom they do not approve; or (b) The transfer of shares on which the company has a lien. 25 The Board may decline to recognize any instrument of transfer unless- (a) the instrument of transfer is in the form as prescribed in the rules made under sub- section (1) of Section 56; (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. 26 On giving less than seven days’ previous notice in accordance with Section 91 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. TRANSMISSION OF SHARES 27 (i) On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee or nominees or legal representatives where he was a sole holder, shall be the only persons recognized by the company as having any title to the interest in the shares. 294(ii) Noting in clause (i) shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons. 28 (i) Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon such evidence being produced as may from time to time properly be required by the Board and subject as hereinafter provided, elect, either- (a) to be registered himself as holder of the share; or (b) to make such transfer of shares as the deceased or insolvent member could have made. (ii) The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if the deceased or insolvent member had transferred the share before his death or insolvency. 29 (i) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or send to the company a notice in writing signed by him stating that he so elects. (ii) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the share. (iii) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or insolvency of the member had not occurred and the notice or transfer were a transfer signed by that member. 30 A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to the meetings of the company. PROVIDED that the Board may, at any time, give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share, until the requirements of the notice have been complied with. FORFEITURE OF SHARES 31 If a member fails to pay any call, or instalment of a call, on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call or instalments remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as unpaid, together with any interest which may have accrued. 32 The notice aforesaid shall- (a) name a further day (not being earlier than the expiry of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made; and (b) state that, in the event of non-payment on or before the day so named, the shares in respect of which the call was made shall be liable to be forfeited. 33 If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may, at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect. 29534 (i) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit. (ii) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it thinks fit. 35 (i) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the company all monies which, at the date of forfeiture, were presently payable by him to the company in respect of the shares. (ii) The liability of such person shall cease if and when the company shall have received the payment in full of all such monies in respect of the shares. 36 (i) A duly verified declaration in writing that the declarant is a director, the manager or the secretary, of the company, and that a share in the company has been duly forfeited on a date stated in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. (ii) The company may received the consideration, if any, given for the share on any sale or disposal thereof and may execute a transfer of the share in favor of the person to whom the share is sold or disposed of; (iii) The transferee shall thereupon be registered as the holder of the share; and (iv) The transferee shall not be bound to see the application of the purchase money, if any, nor his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share. 37 The provisions of these regulation as to forfeiture shall apply in case of non- payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified. ALTERATION OF CAPITAL 38 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. 39 Subject to the provisions of Section 61, the Company may, by ordinary resolution- (a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (b) convert all or any its fully paid-up shares into stock, reconvert that stock into fully paid-up shares of any denomination. (c) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the memorandum (d) cancel any shares which, at the date of passing of resolution, have not been taken or agreed to be taken by any person. 40 Where shares are converted into stock- (a) the holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same regulation under which, the shares from which the stock arose might before the conversion have been transferred, or as near thereto as circumstances admit: 296PROVIDED that the Board may, from time to time, fix the minimum amount of stock transferable, so, however, that such minimum shall not exceed the nominal amount of the shares from which the stock arose. (b) the holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings of the company, and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except participation in the dividends and profits of the company and in the assets on winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred that privilege or advantage. 41 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 CAPITALISATION OF PROFITS 42 (i) The company in general meeting nay, upon the recommendation of the Board, resolve- (a) that it is desirable to capitalize any part of the amount for the time being standing to the credit of any of the company’s reserve accounts, or to the credit of the profit and loss account, or otherwise available for distribution; and (b) that such sum be accordingly set free for distribution in the manner specified in clause (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, subject to the provisions contained in clause (iii), 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 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 purpose of this regulation, be applied in the paying up of unissued shares to be issued to the 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 regulation. 43 (i) Whenever such a resolution as aforesaid shall have been passed, the Board shall- (a) make 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) to authorize any person to enter, on behalf of 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 297require, 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. BUY-BACK OF SHARES 44 Notwithstanding anything contained in these articles but subject to the provisions of section 68 to 70 and any other applicable provisions of the Act or any other law for the time being in force, the company may purchase its own shares or other specified securities. GENERAL MEETINGS 45 All general meeting other than Annual General Meeting shall be called Extraordinary General Meeting. 46 (i) The Board may, whenever it thinks fit, call an extraordinary general meeting. (ii) If at any time directors capable of acting who are sufficient in number to form a quorum are not within India, any director or any two members of the Company may call an Extraordinary General Meeting in the same manner, as nearly as possible, as that in which such a meeting may be called by the Board. 47 (i) A general meeting called Annual General Meeting shall be held at least once in each year pursuant to section 96 and shall specify the meeting as such in the notice calling it and not more than fifteen months shall elapse between the date of one Annual General Meeting of the company and that of the next. (ii) Every Annual General Meeting shall be called during the business hours on any day that is not a National Holiday and shall be held either at the Registered Office of the company or some other place within the city, town or village in which the Registered Office of the company is situated. NOTICE OF GENERAL MEETING 48 (i) Pursuant to provisions of section 101 a general meeting of the company may be called by giving not less than clear twenty-one days’ notice either in writing or through electronic mode. (ii) A general meeting may be called after giving a shorter notice if consent is given in writing or by electronic mode by not less than ninety five percent of the members entitled to vote at such meeting. (iii) The notice shall specify the place, date, day and of the hour of the meeting shall contain a statement of the business to be transacted at such meeting (iv) Any accidental omission to give notice to, or the non- receipt of such notice by, any member or other person who is entitled to such notice for any meeting shall not invalidate the proceedings of the meeting. (v) In the light of section 102, a statement setting out the material facts concerning each item of the special business to be transacted at the general meeting shall be annexed to the notice calling such meeting. PROCEEDINGS AT GENERAL MEETING 49 (i) No business shall be transacted at any general meeting unless a quorum of members is present at any time when the meeting proceeds to business. 298(ii) Save as otherwise provided herein, the quorum for the general meetings shall be as provided in section 103 i.e. five members to be present in person (who are qualified to vote) shall be the quorum of the meeting. 50 The Chairman of the Board shall preside as the Chairperson at every general meeting of the company. 51 If the Chairperson is not present within fifteen minutes after the time appointed for holding the meeting, the directors present shall elect one of their members to be the Chairperson of the meeting. 52 If at any meeting no director is willing to act as Chairperson or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their members to be the Chairperson of the meeting. ADJOURNMENT OF MEETING 53 (i) If the quorum is not present within half an hour from the appointed time for holding the meeting of the company, the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other date and such other time and place as the Board may determine. (ii) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. (iii) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. (iv) Save as aforesaid and as provided in section 103 of the Act, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. (v) If at the adjourned meeting also, a quorum is not present within half an hour from the time appointed for holding meeting, the members present shall be the quorum. VOTING RIGHTS 54 Subject to any rights or restrictions for the time being attached to any class of 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 shares in the paid-up equity share capital of the company 55 (i) In 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. (ii) For this purpose, seniority shall be determined by the order in which the names stand in the Register of Members. 56 A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunancy, may vote, whether on a show of hands or on a poll, by his committee or legal guardian, and any such committee or guardian may, on a poll, vote by proxy. 57 Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll. 58 No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the company have been paid. 29959 (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 Chairperson of the meeting, whose decision shall be final and conclusive. PROXY 60 The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is signed or a notarized copy of that power or authority, shall be deposited at the Registered Office of the company not less than 48 hours before the time of holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in case of a poll, not less than 24 hours before the time appointed for taking of the poll; and in default the instrument of proxy shall not be treated as valid. 61 An instrument appointing a proxy shall be in the form as prescribed in the rules made under section 105. 62 A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of shares in respect of which the proxy is given: PROVIDED that no intimation in writing of such death or insanity, revocation or transfer shall have been received by the company at its office before the commencement of the meeting or adjourned meeting which the proxy is used. CLOSURE OF REGISTER OF MEMBERS 63 The company may close the Register of Members or Register of Debenture holders or of other security holders for any period or periods not exceeding in the aggregate forty-five days in each year, but not exceeding thirty days at any one time, subject to giving of previous notice of at least seven days through an advertisement in a vernacular newspaper in the principal vernacular language of the district where the Registered Office is situated and in English language in an English newspaper where the Registered Office is situated and publish the same on the website of the company. BOARD OF DIRECTORS 64 The number of directors and the name of the first directors shall be determined n writing by the subscribers to the memorandum or a majority of them. 65 (i) The remuneration of the directors shall be determined and recommended by the Nomination and Remuneration Committee of the company within the limits laid down in section 197 of the Act. (ii) The remuneration of the directors shall, insofar as it consists of a monthly payment, be deemed to accrue from day-to-day. (iii) In addition to the remuneration payable to them in pursuance of the Act, the directors may be paid all travelling, hotel and other expenses properly incurred by them- (a) In attending and returning from meetings of the Board of Directors or any committee thereof or general meetings of the company: (b) In connection with the business of the company. 300(iv) Every director shall be entitled to paid out of the funds of the company by way of fee for attending meetings of the Board or Committee thereof or for any other purpose whatsoever s may be decided by the Board in light of Section 197 of the Act. 66 Until otherwise determined by the company in general meeting and subject to section 149 of the Act, the number of directors of the company shall not be less than three and shall not be more than fifteen. 67 The company may exercise the powers conferred on it by section 88 with regard to keeping of foreign registers; and the Board may (subject to the provisions of that section) make and vary such regulations as it may think fit respecting the keeping of any such register. 68 All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments, and all receipts of monies paid to the company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, by such person and such manner as the Board shall from time to time by resolution determine. 69 Every director present at any meeting of the Board or of a committee thereof shall sign his name in a book to be kept for that purpose. ADDITIONAL DIRECTORS 70 Subject to the provisions of section 149, the Board shall have power at any time, and from time to time, to appoint a person as additional director, provided the number directors and additional directors together shall not at any time exceed the maximum strength fixed for the Board by the articles. 71 Such person shall hold office only up to the date of the next Annual General Meeting of the company but shall be eligible for appointment by the company as a director at that meeting subject to the provisions of the Act. NOMINEE DIRECTORS 72 In pursuance of section 161(3) and other applicable provisions of the Act, and upon such terms and conditions as the Board may deem fit, may appoint any person as director nominate by any institution in pursuance of the provisions of any law for the time being in force or of any agreement and the Board of Directors are at the liberty to remove such nominee from the office of director and on such removal or a vacancy being caused for whatsoever reason, to appoint another nominee in his place. 72 (A) *APPOINTMENT OF NOMINEE DIRECTORS BY DEBENTURE TRUSTEE Notwithstanding anything contained in this Articles, the Board shall have the power, on receipt of the nomination by the debenture trustee/ trustee appointed under the trust documents or any other documents relating to or covering the issue of debentures or bonds of the Company, pursuant to and in accordance with the Act, Debenture Trust cum Hypothecation Deed or any other rules/ regulations/ circular/ guidelines/ notification issued by SEBI or any other government authority in this regard in the event of: two consecutive defaults in payment of interest to the debenture holders; or default in creation of security for debentures or default in redemption of debentures, to nominate and appoint a Director for and on behalf of the holders of the debentures or bonds for such period as notified by such debenture trustee/ trustee but in any case not exceeding the period for which the Debentures/Bonds or any of them shall remain outstanding and for the removal from office of such Nominee Director and on a vacancy being caused whether by resignation, death, removal or otherwise for appointment of a Nominee Director in the vacant 301place. Such Nominee Director shall neither be required to hold any qualification share or be liable to retire by rotation and shall continue in office for so long as the debt subsists. ALTERNATE DIRECTORS 73 (i) The Board of Directors may appoint a person not being a person holding any alternate directorship for any other director in the company, to act as an alternate for a director during his absence for a period of not less than 3 months three months from India. PROVIDED that no person shall be appointed as an alternate director for an independent director unless he is qualified to be appointed as an independent director under the provisions of the Act. *Inserted vide special resolution passed at the 26th AGM of the company dated 5th day of September 2023 (ii) An alternate director shall not hold office for a period longer than that permissible to the Director in whose pace he has been appointed and shall vacate the office if and when the director in whose place he has been appointed returns to India. (iii) If the term of office of the original director is determined before he so returns to India, any provision for the automatic re-appointment of retiring directors in default of another appointment shall apply to the original and not to the alternate director. (iv) An alternate director shall alone be responsible to the company for his own acts and defaults and shall not be deemed to be the agent or act on behalf of the original director. The remuneration of any such alternate director shall be payable out of the remuneration payable to the original director and shall consists of such part, if any, of the last-mentioned remuneration as shall be agreed between the alternate director and original director. *PROCEEDINGS OF THE BOARD 74 (i) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks fit. (ii) A director may, and the manager or secretary on the requisition of a director shall, at any time, summon a meeting of the Board. (iii) Pursuant to section 173 of the Act and Clause 2.1 of the Secretarial Standards-I issued by the Institute of Company Secretaries of India, the Board shall meet at least once in every calendar quarter and not more than one hundred and twenty days shall elapse between two consecutive meetings. 75 (i) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be decided by a majority of the votes. (ii) In case of equality of votes, the Chairperson of the Board shall have a second or casting vote. 76 The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for the purpose of increasing the number of directors to that fixed for the quorum or of summoning a general meeting of the company, but for no other purpose. 77 (i) The Board may elect a Chairperson of its meetings and determine the period for which he is to hold the office. (ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for holding the meeting, the directors present may choose one among them to be the Chairperson of the meeting. 30278 (i) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of such member (s) of its body as it thinks fit. (ii) Any committee so formed shall, in exercise of its powers so delegated, conform to any regulations that may be imposed on it by the Board. 79 (i) A committee may elect a Chairperson for its meetings. (ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for holding the meeting, the members present may choose one among them to be the Chairperson of the meeting. 80 (i) A committee may meet and adjourn as it thinks fit. (ii) Questions arising at any meeting of a committee shall be determined by a majority of votes of the members present, and in case of an equality of votes, the Chairperson shall have a second or casting vote. 81 All acts done in any meeting of the Board or of a committee thereof or by any person acting as a director, shall, notwithstanding that it may be afterwards discovered that there was some defects in the appointment of any one or more of such directors or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such director or such person had been duly appointed and was qualified to be a director. 82 Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the Board or of a committee thereof, for the time being entitled to received notice of a meeting of the Board or committee, shall be valid and effective as if it had been passed at a meeting of the Board or Committee, duly convened and held. * BORROWING POWERS Subject to the provisions of Sec.73, 179 and 180 of the Act, and Rules made there under and the 83 directions issued by the RBI the directors may, from time to time, raise or borrow any sums of money for and on behalf of the Company from the member or other persons, companies or banks or they may themselves advance money to the company on such interest as may be approved by the Directors. Subject to the provisions of the Act and these Articles, the Directors may raise and secure the 84 payment of such sum or sums in such manner and upon such terms and conditions in all respects as they think fit and in particular by the issue of bonds, perpetual or redeemable debentures or debenture-stock, or any mortgage or charge or other security on the undertaking or the whole or any part of the property of the Company (both present and future) *Inserted vide special resolution at the EGM of the company dated 19th November 2018 Any bonds, debentures, debenture-stock or other securities issued or to be issued by the Company 85 shall be under the control of the 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. QUALIFICATION SHARES FOR DIRECTORS 86 The directors are required to hold as qualification shares 500 (five hundred) equity shares of Rs.10/- (Rupees Ten) each. The qualification shares are required to be obtained within 2 months of their appointment. The independent directors need not hold qualification shares. ROTATION OF DIRECTORS 30387 (i) Pursuant to provisions of section 152 of the Act, at every Annual General Meeting, one-third of the directors for the time being are liable to retire by rotation, or if their number neither three nor multiples of three, then, the number nearest to one-third, shall retire from office. (ii) The Managing Director, Independent Director(s) and Nominee Director(s), if any, shall not be liable to retire by rotation. (iii) The directors liable to retire by rotation at every Annual General Meeting shall be those who have been longest in the office since their last appointment, but as between persons who became directors on the same day, those who are to retire shall, in default of and subject to any agreement among themselves, be determine by lot. (iv) A retiring director shall be eligible for re-election. The retiring director shall continue in office till the conclusion of the meeting at which he retires. (v) At the Annual General Meeting at which a director retires as aforesaid, the company may fill up the vacancy by appointing the retiring director or some other person thereto. POWER TO REMOVE A DIRECTOR 88 (i) Subject to the provisions of Section 169 of the Act, the company may by ordinary resolution, for which a special notice is received, remove any (not being a nominee director) before the expiration of his period of office after giving a reasonable opportunity of being heard and may appoint any other person in his place. (ii) A vacancy created by the removal of a director under this section may, if he had been appointed by the company in general meeting or by the Board, be filled by the appointment f another director in his place at the meeting at which he is removed, upon receipt of a special notice for the intended appointment. (iii) A director so appointed shall hold office till the date up to which his predecessor would have held office if he had not been removed. (iv) If the vacancy is not filled under sub section 5 of section 169, it may be filled as a casual vacancy in accordance with the provisions of the Act. RIGHT OF PERSONS OTHER THAN RETIRING DIRECTORS TO STAND FOR DIRECTORSHIP 89 In view of the provisions of Section 160 of the Act, a person who is not a retiring director in terms of section 152 shall, subject to the provisions of this Act, be eligible for reappointment to the office of the director at any general meeting, if he, or some member intending to propose him as director, has, not less than fourteen days before the meeting, left at the registered office of the company, a notice in writing under his hands signifying his candidature as a director or, as the case may be , intention of such member to propose him as a candidate for that office, along with a deposit of one lakh rupees which shall be refunded to such person, as the case may be, to the member, if the person proposed gets elected as a director or gets more than twenty five percent of total valid votes cast either on show of hands or on poll on such resolution. CIRCULAR RESOLUTION 90 Subject to provisions of section 175, a resolution in writing circulated to all the directors for the time being in India to the committee of directors appointed under these articles assented to by a majority of them shall be as valid as a resolution duly passed at a meeting of the Board or the Committee called and held in accordance with these present. 304CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY OR CHIEF FINANCIAL OFFICER 91 Subject to the provisions of the Act- (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 the Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer. 92 The provisions of the Act or these regulations requiring or authorizing a thing to be done by or to a director and Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer. AUDITORS 93 (i) Pursuant to the provisions of Section 139 of the Act, the members of the company shall at every Annual General Meeting appoint an auditor(s) until the conclusion of the next Annual General Meeting and fix their remuneration (ii) Before such appointment is made, the written consent of the auditor shall be obtained for his appointment and a certificate to the effect that the appointment has been made in accordance with conditions as prescribed in Rule 4 of Companies (Audit and Auditors) Rules, 2014 and the certificate shall mention that the Auditor(s) satisfies the criteria provided in section 141 of the Act. TERM OF AUDITORS 94 (i) The company shall not appoint an individual auditor for more than one term of five consecutive years and an audit firm as auditor for more than two terms of five consecutive years. (ii) No audit firm having a common partner(s) to the other audit firm, whose tenure has expired in a company immediately preceding the financial year, shall be appointed as Auditor of the company for a period of five years. REMOVAL OF AUDITOR 95 Subject to the provisions of section 140, the auditor appointed under section 139 may be removed from his office before the expiry of his term by a special resolution of the company after obtaining prior approval of the Central Government after giving the auditor a sufficient opportunity of being heard. APPOINTMENT OF AUDITORS OTHER THAN RETIRING AUDITOR 96 (i) Pursuant provisions of section 140, a person other than the retiring auditor shall not be capable of being appointed as auditor at an Annual General Meeting unless a special notice to the intention to propose some other person to the office of the auditor or providing expressly that a retiring auditor shall not be re-appointed, except where the retiring auditor has completed a consecutive tenure of five years, as the case may be, ten years as provided in sub-section (2) of section 139. (ii) The company shall forthwith give a copy of such notice thereof to the members not less than seven days before the meeting. THE SEAL 30597 (i) The Board shall provide for the safe custody of the seal. (ii) The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the Board or of a Committee of the Board authorized by it in that behalf, and except in the presence of at least two directors and of the secretary or such other person as the Board may appoint for the purpose; and those two directors and the secretary or other person aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence. DIVIDENDS AND RESERVE 98 The company in general meeting may declare dividends, but no dividend shall exceed the amount declared by the Board. 99 Subject to provisions of section 123, the Board may from time to time pay to the members such interim dividends as appear to it to be justified by the profits of the company. 100 (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(s) 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, think fit. (ii) The Board may also carry forward any profits which may consider necessary not to divide, without setting them aside as a reserve. 101 (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 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 regulation 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(s) 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. 102 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. 103 (i) Any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder or in 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 the 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. 104 Any of the 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. 105 No dividend shall bear interest against the company. 306ACCOUNTS 106 (i) The Board shall from time to time determine whether and to what extend and at what times and places and under what conditions or regulations, the accounts and books of the company, or any of them, shall be open to the inspection of the members not being directors. (ii) No member (not being a director) shall have any right of inspecting any account or book or document of the company except as conferred by law or as authorized by the Board or by the company in general meeting. WINDING UP 107 Subject to the provisions of Chapter XX of the Act and rules made thereunder- (i) If the company shall be wound up, the liquidator may, with the sanction of a special resolution of the company and any other sanction required by the Act, divide amongst the members, in specie or kind, the whole or any part of the assets of the company, whether they shall consist of property of the same kind or not. (ii) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided as aforesaid, and may determine how such division shall be carried out as between the members or different classes of members. (iii) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories if he considers necessary, but so far that no member shall be compelled to accept any shares or other securities whereon there is any liability. SECRECY CLAUSE 108 Power to enforce secrecy: Every Director, Manager, Trustee, Member of Committee, officer, servant, Agent, Accountant or other person employed in the business of the Company, shall, if so required by the Board, before entering upon his duties, sign a declaration and pledge himself to observe strict secrecy respecting all transactions of the Company with customers and others and he shall be 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 or by a court of 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 contained in these presents. INDEMNITY 109 Every officer 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 the judgment is given in his favor or in which he is acquitted or in which relief is granted to him by the Court or the Tribunal. 307SECTION IX -OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION The following contracts and documents (not being contracts entered into in the ordinary course of business carried on by our Company or entered into more than two years before the date of this Prospectus) which are or may be deemed material have been entered or/are to be entered into by our Company. These contracts which are or may be deemed material shall be attached to the copy of the Prospectus to be delivered to the Registrar of Companies, Kerala at Kochi for registration and also the documents for inspection referred to hereunder, may be inspected at the Registered Office of our Company from 10:00 am to 5:00 pm on Working Days from the date of the filing of the Prospectus with the RoC until the Issue Closing Date. Material Contracts 1. Issue Agreement dated June 30, 2025, between the Company and the Lead Manager; 2. Registrar Agreement dated June 21, 2025 between the Company and the Registrar to the Issue; 3. Debenture Trusteeship Agreement dated June 21, 2025, between the Company and MITCON Credentia Trusteeship Services Limited, the Debenture Trustee; 4. Public Issue Account and Sponsor Bank Agreement dated July 08, 2025 executed by our Company, the Registrar, the Public Issue Account Bank(s), Sponsor Bank and Lead Manager; 5. Syndicate Agreement July 08, 2025 between the Company and the Syndicate Member; 6. Tripartite Agreement dated October 28, 2023 between CDSL, the Company and the Registrar to the Issue; and 7. Tripartite Agreement dated October 16, 2023 between NSDL, the Company and the Registrar to the Issue. 8. Agreed form of Debenture Trust cum Hypothecation Deed to be executed between company and debenture trustee under Regulation 18 of the NCS Regulations. Material Documents 1. Certificate of incorporation of Company dated March 3, 1997, issued by Registrar of Companies, Kerala at Kochi; 2. Memorandum and Articles of Association of the Company, as amended to date; 3. The certificate of registration No. N-16.00178 dated December 12, 2002 issued by RBI under Section 45IA of the RBI Act; 4. Credit rating letter dated July 23, 2024 along with revalidation letter dated June 09, 2025 from India Ratings & Research Private Limited, granting credit rating to the NCDs, for the proposed non-convertible debenture issue; 5. Copy of the Board Resolution dated June 11, 2025 approving the Issue aggregating up to ₹ 12,500 lakh; 6. Resolution passed by the shareholders of the Company at the Annual General Meeting held on September 30, 2024 approving the overall borrowing limit of Company; 7. Copy of the Debenture Allotment Committee resolution dated June 30, 2025, approving the Draft Prospectus; 8. Copy of the Debenture Allotment Committee resolution dated July 12, 2025, approving the Prospectus; 9. Consent by M. Mathew Chairman, whole time director and one of the Promoters, of our Company to use the logo. 30810. Consents of the Directors, Chief Financial Officer, Lead Manager, Debenture Trustee, Credit Rating Agency for the Issue, Company Secretary and Compliance Officer, Legal Counsel to the Issue, Bankers to the Company, Public Issue Account Bank, Refund Bank, Sponsor Bank and the Registrar to the Issue, to include their names in this Prospectus; 11. Our Company has received a consent dated June 30, 2025 from M/s. Mohandas & Associates, Chartered Accountants, to include their name as required under section 26 (1) of the Companies Act, 2013 read with SEBI NCS 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 Auditor. 12. The consent of our Previous Statutory Auditor, Varma & Varma, Chartered Accountants, dated June 27, 2025, for inclusion of their name as the Previous Statutory Auditor and expert in respect of the Audited Financial Statements of our Company for the year ended March 31, 2025. The consent of the statutory auditors has not been withdrawn as on the date of this Prospectus; 13. Copy of statutory auditor’s certificate on statement of possible tax benefits dated June 30, 2025; 14. Industry report titled “Gold Loan Industry in India” dated June 2025, prepared and issued by Fitch Solutions India Advisory Private Limited; 15. Annual Reports of the Company for last three Financial Years; 16. Audited Financial Statements of the Company for the year ending March 31, 2025, March 31, 2024 and March 31, 2023; 17. Due Diligence certificate dated June 30, 2025, from Debenture Trustee to the Issue 18. Due Diligence certificate dated July 12, 2025 filed with SEBI by the Lead Manager; and 19. In-principle approval letter bearing reference number DCS/BM/PI-BOND/08/25-26 dated July 10, 2025 issued by BSE, for the Issue. 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 applicants, subject to compliance of the provisions contained in the provisions of the Companies Act, 2013 and other relevant statutes. 309ANNEXURE I – ILLUSTRATIVE CASH FLOW Interest on the NCDs shall be computed on an actual/actual basis for the broken period, if any. For Series I and Series III the interest shall be calculated from the first day till the last date of every month on an actual/actual basis during the tenor of such NCDs. Consequently, interest shall be computed on a 365 day a year basis on the principal outstanding on the NCDs. However, if period from the Deemed Date of Allotment/anniversary date of Allotment till one day prior to the next anniversary/redemption date includes February 29, interest shall be computed on 366 days a-year basis, on the principal outstanding on the NCDs. For Series II, Series IV and Series V interest shall be computed on a 365 day a year basis on the principal outstanding on the NCDs which have tenors on cumulative basis. However, if period from the Deemed Date of Allotment/anniversary date of Allotment till one day prior to the next anniversary/redemption date includes February 29, interest shall be computed on 366 days a-year basis, on the principal outstanding on the NCDs. Illustration of cash-flows: To demonstrate the day count convention, please see the following table below, which describes the cash-flow in terms of interest payment and payment of Redemption Amount per NCD in respect of all Series for all Categories of NCD Holders. Series I Cashflow Interest Due Date Nos of Interest Date of Interest/Redemption Days in Payment Coupon /Maturity 1st coupon Sunday, 31 August, 2025 31 8.07 Monday, 1 September, 2025 2nd coupon Tuesday, 30 September, 2025 30 7.81 Tuesday, 30 September, 2025 3rd coupon Friday, 31 October, 2025 31 8.07 Friday, 31 October, 2025 4th coupon Sunday, 30 November, 2025 30 7.81 Monday, 1 December, 2025 5th coupon Wednesday, 31 December, 2025 31 8.07 Wednesday, 31 December, 2025 6th coupon Saturday, 31 January, 2026 31 8.07 Saturday, 31 January, 2026 7th coupon Saturday, 28 February, 2026 28 7.29 Saturday, 28 February, 2026 8th coupon Tuesday, 31 March, 2026 31 8.07 Tuesday, 31 March, 2026 9th coupon Thursday, 30 April, 2026 30 7.81 Thursday, 30 April, 2026 10th coupon Sunday, 31 May, 2026 31 8.07 Monday, 1 June, 2026 11th coupon Tuesday, 30 June, 2026 30 7.81 Tuesday, 30 June, 2026 12th coupon Friday, 31 July, 2026 31 8.07 Friday, 31 July, 2026 13th coupon Monday, 31 August, 2026 31 8.07 Monday, 31 August, 2026 14th coupon Friday, 4 September, 2026 4 1.04 Friday, 4 September, 2026 Principle Friday, 4 September, 2026 400 1000.00 Friday, 4 September, 2026 Series II Cash flow Interest Due Date No. of Interest Date of Interest/ days in Redemption Payment Coupon/ maturity period* Cumulative Friday, 4 September, 2026 400 1,107.00 Friday, 4 September, 2026 Series III 311Cashflow Interest Due Date Nos of Interest Date of Interest/Redemption Days in Payment Coupon /Maturity 1st coupon Sunday, 31 August, 2025 31 8.71 Monday, 1 September, 2025 2nd coupon Tuesday, 30 September, 2025 30 8.42 Tuesday, 30 September, 2025 3rd coupon Friday, 31 October, 2025 31 8.71 Friday, 31 October, 2025 4th coupon Sunday, 30 November, 2025 30 8.42 Monday, 1 December, 2025 5th coupon Wednesday, 31 December, 2025 31 8.71 Wednesday, 31 December, 2025 6th coupon Saturday, 31 January, 2026 31 8.71 Saturday, 31 January, 2026 7th coupon Saturday, 28 February, 2026 28 7.86 Saturday, 28 February, 2026 8th coupon Tuesday, 31 March, 2026 31 8.71 Tuesday, 31 March, 2026 9th coupon Thursday, 30 April, 2026 30 8.42 Thursday, 30 April, 2026 10th coupon Sunday, 31 May, 2026 31 8.71 Monday, 1 June, 2026 11th coupon Tuesday, 30 June, 2026 30 8.42 Tuesday, 30 June, 2026 12th coupon Friday, 31 July, 2026 31 8.71 Friday, 31 July, 2026 13th coupon Monday, 31 August, 2026 31 8.71 Monday, 31 August, 2026 14th coupon Wednesday, 30 September, 2026 30 8.42 Wednesday, 30 September, 2026 15th coupon Saturday, 31 October, 2026 31 8.71 Saturday, 31 October, 2026 16th coupon Monday, 30 November, 2026 30 8.42 Monday, 30 November, 2026 17th coupon Thursday, 31 December, 2026 31 8.71 Thursday, 31 December, 2026 18th coupon Sunday, 31 January, 2027 31 8.71 Monday, 1 February, 2027 19th coupon Sunday, 28 February, 2027 28 7.86 Monday, 1 March, 2027 20th coupon Wednesday, 31 March, 2027 31 8.71 Wednesday, 31 March, 2027 21th coupon Friday, 30 April, 2027 30 8.42 Friday, 30 April, 2027 22th coupon Monday, 31 May, 2027 31 8.71 Monday, 31 May, 2027 23th coupon Wednesday, 30 June, 2027 30 8.42 Wednesday, 30 June, 2027 24th coupon Saturday, 31 July, 2027 31 8.71 Saturday, 31 July, 2027 25th coupon Tuesday, 31 August, 2027 31 8.71 Tuesday, 31 August, 2027 26th coupon Thursday, 30 September, 2027 30 8.42 Thursday, 30 September, 2027 27th coupon Sunday, 31 October, 2027 31 8.71 Monday, 1 November, 2027 28th coupon Tuesday, 30 November, 2027 30 8.42 Tuesday, 30 November, 2027 29th coupon Friday, 31 December, 2027 31 8.71 Friday, 31 December, 2027 30th coupon Monday, 31 January, 2028 31 8.68 Monday, 31 January, 2028 31st coupon Tuesday, 29 February, 2028 29 8.12 Tuesday, 29 February, 2028 32nd coupon Friday, 31 March, 2028 31 8.68 Friday, 31 March, 2028 33rd coupon Sunday, 30 April, 2028 30 8.40 Monday, 1 May, 2028 34th coupon Wednesday, 31 May, 2028 31 8.68 Wednesday, 31 May, 2028 35th coupon Friday, 30 June, 2028 30 8.40 Friday, 30 June, 2028 36th coupon Sunday, 30 July, 2028 30 8.40 Monday, 31 July, 2028 Principal Sunday, 30 July, 2028 1095 1000.00 Saturday, 29 July, 2028 312Series IV Cash flow Interest Due Date No. of days Interest Date of Interest/ in Coupon/ Redemption Payment maturity period* Cumulative Sunday, 30 July, 2028 1095 1364.00 Saturday, 29 July, 2028 Series V Cash flow Interest Due Date No. of days Interest Date of Interest/ in Coupon/ Redemption Payment maturity period* Cumulative Friday, 29 August, 2031 2220 2000.00 F riday, 29 August, 2031 NOTES: 1. Effect of public holidays has been ignored as these are difficult to ascertain for future period except January 26, April 1, May 1, August 15, October 2, day have been taken into consideration. 2. As per SEBI Master Circular, in order to ensure uniformity for payment of interest/redemption on debt securities, the interest/redemption payment shall be made only on a Working Day. Therefore, if the interest payment date falls on a non-Working Day, the coupon payment shall be on the next Working Day. However, the future coupon payment dates would be as per the schedule originally stipulated. In other words, the subsequent coupon schedule would not be disturbed merely because the payment date in respect of one particular coupon payment has been postponed earlier because of it having fallen on a holiday. However, if the redemption date of the debt securities falls on non- Working Day, the redemption proceeds shall be paid on the previous Working Day. 3. Deemed Date of Allotment has been assumed to be Thursday, July 31, 2025. 4. The last coupon payment will be paid along with maturity amount at the redemption date. 313ANNEXURE II – CREDIT RATING LETTER AND RATING RATIONALE/PRESS RELEASE Please turnover for the rationale 314Richi Mathew Managing Director Regd Office: 1st Floor, North Block, "Muthoot Floors", Opposite W & C Hospital, Thycaud, Thiruvananthapuram , Kerala- 695014. June 09, 2025 Dear Sir/Madam, Re: Rating Letter for non-convertible debenture (NCD) programme of Muthoot Mercantile Limited India Ratings and Research (Ind-Ra) is pleased to communicate the rating of: - INR 4350.41mn NCDs: IND BBB/Stable In issuing and maintaining its ratings, India Ratings relies on factual information it receives from issuers and underwriters and from other sources India Ratings believes to be credible. India Ratings conducts a reasonable investigation of the factual information relied upon by it in accordance with its ratings methodology, and obtains reasonable verification of that information from independent sources, to the extent such sources are available for a given security. The manner of India Ratings’ factual investigation and the scope of the third-party verification it obtains will vary depending on the nature of the rated security and its issuer, the requirements and practices in India where the rated security is offered and sold, the availability and nature of relevant public information, access to the management of the issuer and its advisers, the availability of pre- existing third-party verifications such as audit reports, agreed-upon procedures letters, appraisals, actuarial reports, engineering reports, legal opinions and other reports provided by third parties, the availability of independent and competent third-party verification sources with respect to the particular security or in the particular jurisdiction of the issuer, and a variety of other factors Users of India Ratings’ ratings should understand that neither an enhanced factual investigation nor any third-party verification can ensure that all of the information India Ratings relies on in connection with a rating will be accurate and complete. Ultimately, the issuer and its advisers are responsible for the accuracy of the information they provide to India Ratings and to the market in offering documents and other reports. In issuing its ratings India Ratings must rely on the work of experts, including independent auditors with respect to financial statements and attorneys with respect to legal and tax matters. Further, ratings are inherently forward-looking and embody assumptions and predictions about future events that by their nature cannot be verified as facts. As a result, despite any verification of current facts, ratings can be affected by future events or conditions that were not anticipated at the time a rating was issued or affirmed. India Ratings seeks to continuously improve its ratings criteria and methodologies, and periodically updates the descriptions on its website of its criteria and methodologies for securities of a given type. The criteria and methodology used to determine a rating action are those in effect at the time the rating action is taken, which for public ratings is the date of the related rating action commentary. Each rating action commentary provides information about the criteria and methodology used to arrive at the stated rating, which may differ from the general criteria and methodology for the applicable security type posted on the website at a given time. For this reason, you should always consult the applicable rating action commentary for the most accurate information on the basis of any given public rating. Ratings are based on established criteria and methodologies that India Ratings is continuously evaluating and updating. Therefore, ratings are the collective work product of India Ratings and no individual, or group of individuals, is solely responsible for a rating. All India Ratings reports have shared authorship. Individuals identified in an India Ratings report were involved in, but are not solely responsible for, the opinions stated therein. The individuals are named for contact purposes only. Ratings are not a recommendation or suggestion, directly or indirectly, to you or any other person, to buy, sell, make or hold anyinvestment, loan or security or to undertake any investment strategy with respect to any investment, loan or security or any issuer. Ratings do not comment on the adequacy of market price, the suitability of any investment, loan or security for a particular investor (including without limitation, any accounting and/or regulatory treatment), or the tax-exempt nature or taxability of payments made in respect of any investment, loan or security. India Ratings is not your advisor, nor is India Ratings providing to you or any other party any financial advice, or any legal, auditing, accounting, appraisal, valuation or actuarial services. A rating should not be viewed as a replacement for such advice or services. Investors may find India Ratings ratings to be important information, and India Ratings notes that you are responsible for communicating the contents of this letter, and any changes with respect to the rating, to investors. It will be important that you promptly provide us with all information that may be material to the ratings so that our ratings continue to be appropriate. Ratings may be raised, lowered, withdrawn, or placed on Rating Watch due to changes in, additions to, accuracy of or the inadequacy of information or for any other reason India Ratings deems sufficient. Nothing in this letter is intended to or should be construed as creating a fiduciary relationship between India Ratings and you or between India Ratings and any user of the ratings. In this letter, “India Ratings” means India Ratings & Research Pvt. Ltd. and any successor in interest. We are pleased to have had the opportunity to be of service to you. If we can be of further assistance, please email us at infogrp@indiaratings.co.in Sincerely, India Ratings Karan Gupta Director Annexure: ISIN Instrument ISIN Date of Issuance Coupon Rate Maturity Date Ratings Outstanding/Rated Amount(INR million) NCDs INE05F407BE0 21/12/2023 9.65 21/06/2025 IND BBB/Stable 35.34 NCDs INE05F407BS0 21/12/2023 10.15 21/06/2025 IND BBB/Stable 23.56 NCDs INE05F407BC4 21/12/2023 0 21/06/2025 IND BBB/Stable 34.46 NCDs INE05F407BT8 21/12/2023 0 21/06/2025 IND BBB/Stable 26.02 NCDs INE05F407BF7 21/12/2023 9.75 21/12/2025 IND BBB/Stable 20.43 NCDs INE05F407BN1 21/12/2023 10.25 21/12/2025 IND BBB/Stable 25.5 NCDs INE05F407BI1 21/12/2023 0 21/12/2025 IND BBB/Stable 14.81 NCDs INE05F407BP6 21/12/2023 0 21/12/2025 IND BBB/Stable 11.62 NCDs INE05F407BM3 21/12/2023 10.75 21/12/2026 IND BBB/Stable 88.14 NCDs INE05F407BG5 21/12/2023 10.25 21/12/2026 IND BBB/Stable 104.67 NCDs INE05F407BH3 21/12/2023 0 21/12/2026 IND BBB/Stable 38.14 NCDs INE05F407BO9 21/12/2023 0 21/12/2026 IND BBB/Stable 26.89 NCDs INE05F407BL5 21/12/2023 11 21/12/2028 IND BBB/Stable 103.07 NCDs INE05F407BB6 21/12/2023 10.5 21/12/2028 IND BBB/Stable 118.88 MuthootMercantileLimited 09-June-2025NCDs INE05F407BJ9 21/12/2023 0 21/12/2028 IND BBB/Stable 3.7 NCDs INE05F407BQ4 21/12/2023 0 21/12/2028 IND BBB/Stable 10.41 NCDs INE05F407AZ7 21/12/2023 0 21/03/2030 IND BBB/Stable 125.13 NCDs INE05F407BZ5 27/05/2024 10.5 29/05/2025 WD 84.25 NCDs INE05F407CA6 27/05/2024 Zero Interest 29/05/2025 WD 65.34 NCDs INE05F407CJ7 27/05/2024 10.5 26/11/2025 IND BBB/Stable 14.54 NCDs INE05F407CF5 27/05/2024 Zero Interest 26/11/2025 IND BBB/Stable 22.22 NCDs INE05F407CI9 27/05/2024 10.6 27/05/2026 IND BBB/Stable 25.09 NCDs INE05F407CG3 27/05/2024 Zero Interest 27/05/2026 IND BBB/Stable 14.28 NCDs INE05F407CB4 27/05/2024 10.75 27/05/2027 IND BBB/Stable 115.18 NCDs INE05F407CD0 27/05/2024 Zero Interest 27/05/2027 IND BBB/Stable 34.95 NCDs INE05F407CH1 27/05/2024 10.8 27/05/2029 IND BBB/Stable 73.24 NCDs INE05F407CC2 27/05/2024 Zero Interest 27/05/2029 IND BBB/Stable 11.28 NCDs INE05F407CE8 27/05/2024 Zero Interest 27/07/2030 IND BBB/Stable 78.48 NCDs INE05F407CS8 11/09/2024 10.7 16/10/2025 IND BBB/Stable 125.37 NCDs INE05F407CK5 11/09/2024 Zero Interest 16/10/2025 IND BBB/Stable 81.11 NCDs INE05F407CP4 11/09/2024 10.8 11/05/2026 IND BBB/Stable 27.62 NCDs INE05F407CN9 11/09/2024 Zero Interest 11/05/2026 IND BBB/Stable 28.64 NCDs INE05F407CM1 11/09/2024 11.25 11/09/2027 IND BBB/Stable 255.69 NCDs INE05F407CQ2 11/09/2024 Zero Interest 11/09/2027 IND BBB/Stable 44.78 NCDs INE05F407CO7 11/09/2024 11.5 11/09/2029 IND BBB/Stable 147.37 NCDs INE05F407CL3 11/09/2024 Zero Interest 11/09/2029 IND BBB/Stable 7.13 NCDs INE05F407CR0 11/09/2024 Zero Interest 11/10/2030 IND BBB/Stable 117.15 NCDs INE05F407CU4 29/01/2025 10 05/03/2026 IND BBB/Stable 119.49 NCDs INE05F407CV2 29/01/2025 Zero Interest 05/03/2026 IND BBB/Stable 142.76 NCDs INE05F407DA4 29/01/2025 10.15 29/09/2026 IND BBB/Stable 14.34 NCDs INE05F407CT6 29/01/2025 Zero Interest 29/09/2026 IND BBB/Stable 18.24 NCDs INE05F407CW0 29/01/2025 10.75 29/01/2028 IND BBB/Stable 162.51 NCDs INE05F407CX8 29/01/2025 Zero Interest 29/01/2028 IND BBB/Stable 38.15 NCDs INE05F407CY6 29/01/2025 11 29/01/2030 IND BBB/Stable 91.96 NCDs INE05F407CZ3 29/01/2025 Zero Interest 29/01/2030 IND BBB/Stable 6.75 NCDs INE05F407DB2 29/01/2025 Zero Interest 27/02/2031 IND BBB/Stable 102.87 NCDs INE05F407DG1 21/04/2025 10.75 20/04/2028 IND BBB/Stable 230.11 NCDs INE05F407DC0 21/04/2025 10 26/05/2026 IND BBB/Stable 87.97 NCDs INE05F407DE6 21/04/2025 Zero Interest 20/05/2031 IND BBB/Stable 93.01 NCDs INE05F407DF3 21/04/2025 Zero Interest 20/04/2028 IND BBB/Stable 75.7 NCDs INE05F407DD8 21/04/2025 Zero Interest 26/05/2026 IND BBB/Stable 98.7 NCDs(Unutilised) IND BBB/Stable 1032.96 MuthootMercantileLimited 09-June-2025Richi Mathew Managing Director Regd Office: 1st Floor, North Block, "Muthoot Floors", Opposite W & C Hospital, Thycaud, Thiruvananthapuram , Kerala- 695014. July 23, 2024 Dear Sir/Madam, Re: Rating Letter for BLR of Muthoot Mercantile Limited India Ratings and Research (Ind-Ra) has taken following rating actions on Muthoot Mercantile Limited’s (MML) debt instruments: Instrument Type Date of Coupon Rate Maturity Size of Issue Rating/Outlook Rating Action Issuance Date (million) Long-term bank loans - - - INR2,400 IND BBB/Stable Affirmed Non-convertible - - - INR 3,000 IND BBB/Stable Affirmed debentures* Non-convertible - - - INR1,500 IND BBB/Stable Assigned debentures^ *Details in Annexure ^Yet to be issued In issuing and maintaining its ratings, India Ratings relies on factual information it receives from issuers and underwriters and from other sources India Ratings believes to be credible. India Ratings conducts a reasonable investigation of the factual information relied upon by it in accordance with its ratings methodology, and obtains reasonable verification of that information from independent sources, to the extent such sources are available for a given security. The manner of India Ratings factual investigation and the scope of the third-party verification it obtains will vary depending on the nature of the rated security and its issuer, the requirements and practices in India where the rated security is offered and sold, the availability and nature of relevant public information, access to the management of the issuer and its advisers, the availability of pre- existing third-party verifications such as audit reports, agreed-upon procedures letters, appraisals, actuarial reports, engineering reports, legal opinions and other reports provided by third parties, the availability of independent and competent third-party verification sources with respect to the particular security or in the particular jurisdiction of the issuer, and a variety of other factors. Users of India Ratings ratings should understand that neither an enhanced factual investigation nor any third-party verification can ensure that all of the information India Ratings relies on in connection with a rating will be accurate and complete. Ultimately, the issuer and its advisers are responsible for the accuracy of the information they provide to India Ratings and to the market in offering documents and other reports. In issuing its ratings India Ratings must rely on the work of experts, including independent auditors with respect to financial statements and attorneys with respect to legal and tax matters. Further, ratings are inherently forward-looking and embody assumptions and predictions about future events that by their nature cannot be verified as facts. As a result, despite any verification of current facts, ratings can be affected by future events or conditions that were not anticipated at the time a rating was issued or affirmed.India Ratings seeks to continuously improve its ratings criteria and methodologies, and periodically updates the descriptions on its website of its criteria and methodologies for securities of a given type. The criteria and methodology used to determine a rating action are those in effect at the time the rating action is taken, which for public ratings is the date of the related rating action commentary. Each rating action commentary provides information about the criteria and methodology used to arrive at the stated rating, which may differ from the general criteria and methodology for the applicable security type posted on the website at a given time. For this reason, you should always consult the applicable rating action commentary for the most accurate information on the basis of any given public rating. Ratings are based on established criteria and methodologies that India Ratings is continuously evaluating and updating. Therefore, ratings are the collective work product of India Ratings and no individual, or group of individuals, is solely responsible for a rating. All India Ratings reports have shared authorship. Individuals identified in an India Ratings report were involved in, but are not solely responsible for, the opinions stated therein. The individuals are named for contact purposes only. Ratings are not a recommendation or suggestion, directly or indirectly, to you or any other person, to buy, sell, make or hold any investment, loan or security or to undertake any investment strategy with respect to any investment, loan or security or any issuer. Ratings do not comment on the adequacy of market price, the suitability of any investment, loan or security for a particular investor (including without limitation, any accounting and/or regulatory treatment), or the tax-exempt nature or taxability of payments made in respect of any investment, loan or security. India Ratings is not your advisor, nor is India Ratings providing to you or any other party any financial advice, or any legal, auditing, accounting, appraisal, valuation or actuarial services. A rating should not be viewed as a replacement for such advice or services. Investors may find India Ratings ratings to be important information, and India Ratings notes that you are responsible for communicating the contents of this letter, and any changes with respect to the rating, to investors. It will be important that you promptly provide us with all information that may be material to the ratings so that our ratings continue to be appropriate. Ratings may be raised, lowered, withdrawn, or placed on Rating Watch due to changes in, additions to, accuracy of or the inadequacy of information or for any other reason India Ratings deems sufficient. Nothing in this letter is intended to or should be construed as creating a fiduciary relationship between India Ratings and you or between India Ratings and any user of the ratings. In this letter, “India Ratings” means India Ratings & Research Pvt. Ltd. and any successor in interest. We are pleased to have had the opportunity to be of service to you. If we can be of further assistance, please email us at infogrp@indiaratings.co.in Sincerely, India Ratings Karan Gupta Director MuthootMercantileLimited 23-July-2024Annexure: Facilities Breakup Instrument Description Banks Name Ratings Outstanding/Rated Amount(INR million) Term Loan Karur Vysya Bank IND BBB/Stable 183.30 Working Capital Demand Loan Federal Bank IND BBB/Stable 50.00 Term Loan Federal Bank IND BBB/Stable 204.20 Term Loan State Bank of India IND BBB/Stable 818.70 Working Capital Demand Loan Karur Vysya Bank IND BBB/Stable 200.00 Cash Credit State Bank of India IND BBB/Stable 500.00 Cash Credit Indian Overseas Bank IND BBB/Stable 100.00 Term loan South Indian Bank IND BBB/Stable 155.00 Term Loan NA IND BBB/Stable 188.80 Annexure: ISIN Instrument ISIN Date of Issuance Coupon Rate Maturity Date Ratings Outstanding/Rated Amount(INR million) NCD INE05F407AZ7 21/12/2023 0 21/03/2030 IND BBB/Stable 125.13 NCD INE05F407BA8 21/12/2023 0 20/12/2024 IND BBB/Stable 87.58 NCD INE05F407BC4 21/12/2023 0 21/06/2025 IND BBB/Stable 34.46 NCD INE05F407BH3 21/12/2023 0 21/12/2026 IND BBB/Stable 38.13 NCD INE05F407BI1 21/12/2023 0 21/12/2025 IND BBB/Stable 14.81 NCD INE05F407BJ9 21/12/2023 0 21/12/2028 IND BBB/Stable 3.7 NCD INE05F407BO9 21/12/2023 0 21/12/2026 IND BBB/Stable 26.88 NCD INE05F407BP6 21/12/2023 0 21/12/2025 IND BBB/Stable 11.61 NCD INE05F407BQ4 21/12/2023 0 21/12/2028 IND BBB/Stable 10.4 NCD INE05F407BR2 21/12/2023 0 20/12/2024 IND BBB/Stable 51.52 NCD INE05F407BT8 21/12/2023 0 21/06/2025 IND BBB/Stable 26.18 NCD INE05F407BD2 21/12/2023 9.5 20/12/2024 IND BBB/Stable 56.4 NCD INE05F407BK7 21/12/2023 10 20/12/2024 IND BBB/Stable 36.2 NCD INE05F407BE0 21/12/2023 9.65 21/06/2025 IND BBB/Stable 35.2 NCD INE05F407BS0 21/12/2023 10.15 21/06/2025 IND BBB/Stable 23.5 NCD INE05F407BF7 21/12/2023 9.75 21/12/2025 IND BBB/Stable 20.4 NCD INE05F407BN1 21/12/2023 10.25 21/12/2025 IND BBB/Stable 25.4 NCD INE05F407BG5 21/12/2023 10.25 21/12/2026 IND BBB/Stable 104.6 NCD INE05F407BM3 21/12/2023 10.75 21/12/2026 IND BBB/Stable 88.1 NCD INE05F407BB6 21/12/2023 10.5 21/12/2028 IND BBB/Stable 118.87 NCD INE05F407BL5 21/12/2023 11 21/12/2028 IND BBB/Stable 103.7 NCD INE05F407BZ5 27/05/2024 10.5 29/05/2025 IND BBB/Stable 84.25 NCD INE05F407CA6 27/05/2024 0 29/05/2025 IND BBB/Stable 65.33 MuthootMercantileLimited 23-July-2024NCD INE05F407CB4 27/05/2024 10.75 27/05/2027 IND BBB/Stable 115.18 NCD INE05F407CC2 27/05/2024 0 27/05/2029 IND BBB/Stable 11.27 NCD INE05F407CD0 27/05/2024 0 27/05/2027 IND BBB/Stable 34.95 NCD INE05F407CE8 27/05/2024 0 27/07/2030 IND BBB/Stable 78.48 NCD INE05F407CF5 27/05/2024 0 26/11/2025 IND BBB/Stable 22.22 NCD INE05F407CG3 27/05/2024 0 27/05/2026 IND BBB/Stable 14.28 NCD INE05F407CH1 27/05/2024 10.8 27/05/2029 IND BBB/Stable 73.2 NCD INE05F407CI9 27/05/2024 10.6 27/05/2026 IND BBB/Stable 25.09 NCD INE05F407CJ7 27/05/2024 10.5 26/11/2025 IND BBB/Stable 14.53 NCD(Unutilised) IND BBB/Stable 2918.45 MuthootMercantileLimited 23-July-2024Login India Ratings Assigns Muthoot Mercantile’s Additional NCDs ‘IND BBB’/Stable; Affirms Existing Ratings Jul 23, 2024 | Non Banking Financial Company (NBFC) India Ratings and Research (Ind-Ra) has taken following rating actions on Muthoot Mercantile Limited’s (MML) debt instruments: Details of Instruments Instrument Type Date of Coupon Rate Maturity Size of Issue Rating/Outlook Rating Action Issuance Date (million) Long-term bank loans - - - INR2,400 IND BBB/Stable Affirmed Non-convertible - - - INR 3,000 IND BBB/Stable Affirmed debentures* Non-convertible - - - INR1,500 IND BBB/Stable Assigned debentures^ *Details in Annexure ^Yet to be issued Analytical Approach Ind-Ra continues to take a standalone view of MML for the rating review. Detailed Rationale of the Rating Action The ratings reflect MML’s improved performance with the loan book increasing to INR7.3 billion in June 2024 (FY23: INR5.13 billion) with the predominant loan book consisting of gold loans (over 99.3% of loan book in June 2024) and having a pan-India presence with the major geographical share being in Maharashtra, Odisha and Kerala. MML has also managed to keep the asset quality under control while increasing the stage 3 provisions as a prudential practice. The company’s liability profile remains concentrated towards subordinated debt, and private and public non-convertible debentures (NCDs), while the company’s funding lines from five banks has declined in proportion, as MML continued to rely on NCDs for funding loan book growth in FY24. The ratings reflect MML’s increased profitability in FY24, owing to improved yields and controlled credit costs, even as the operating expense increased because of an addition of branches. The ability to scale up profitably while also keeping the asset quality under control, as the company has a majority of the portfolio in non-south geography, remains a key monitorable. List of Key Rating Drivers Strengths - Significant growth and franchise expansion; improved geographic diversification- Reasonable profitability supporting growth - Stable asset quality - Adequate capitalisation Weaknesses - Scaling up of business and profitability remain monitorable - Funding profile remains concentrated Detailed Description of Key Rating Drivers Significant Growth and Franchise Expansion; Improved Geographic Diversification: MML has a long track record of operations in gold loan business and registered significant growth during FY23-FY24, with the loan book growing around 30% yoy to INR7.3 billion in 1QFY25, backed by the addition of new branches. MML added more than 50 new branches over FY23- FY24, taking the total branch count to 264 at end-March 2024. Until 2019, the company had operations only in Kerala and Tamil Nadu (FY24: 21% of the loan book; FY23: 28%; FY22: 42.96%; FY21: 48%; FY20: 73%; FY19: 99.8%); however, it has now diversified its geographical presence to Madhya Pradesh, Punjab, Maharashtra, Orissa, New Delhi, Uttar Pradesh, Rajasthan and Haryana. Furthermore, the company had started disbursing small-ticket personal loans to existing customers with a robust repayment track record during COVID-19, which constituted 2%-3% of the total portfolio and touched INR40 million at end-June 2024 (March 2024: INR164 million, March 2023: INR128 million; March 2022: INR89.4 million; March 2021: nil). However, the same has been stopped and the portfolio is likely to run down in FY25. MML will also be looking for co-lending opportunities to increase its portfolio in the near term. The company also operates two Nidhi companies; however, as per management, there were no transactions between the Nidhi companies and MML at end-March 2024, in accordance with the Reserve Bank of India’s requirements. Reasonable Profitability Supporting Growth: MML’s net interest margin increased to 12.15%, according to the audited financials for FY24 (FY23: 10.73% ; FY22: 12.14%), because of the improvement in yield. MML’s operating expenses are likely to moderate as it scales up its operations, and this, along with a further improvement in its assets under management per branch (FY24: INR26 million, FY23: INR22.9 million, FY22: INR19.7 million; FY21: INR18.4million; FY20: INR11.2 million), will drive its overall profitability over the medium term. Stable Asset Quality: The gold loan segment displayed a considerable resilience during COVID-19-related disruptions and reported stable asset quality. In FY24, the gross non-performing asset increased to 0.3% (FY23: 0.27%). Although the borrower class is vulnerable, the ultimate credit loss is capped due to the loan-to-value (LTV) being capped at 75% as per regulatory requirements at the time of disbursement and the liquid nature of the collateral. Being in the gold loan business, MML’s credit cost has always been modest and less volatile through the cycle, leading to improved operating profit buffers. At end-March 2024, MML’s major book has an LTV of 60%-75%, which leaves adequate headroom in case the company needs to opt for auctions to recover its dues. The agency believes sustaining adequate LTV buffers, and timely auctions and recoveries will be critical for MML to maintain stable asset quality. MML monitors LTV on the basis of daily gold prices, wherein the threshold LTV, which could trigger the company to seek additional collateral or initiate the auction process, is decided after considering the existing LTV (computed on the basis of the day’s gold price) as the base and adding margins to factor in the impact on realisations due to volatility in gold prices until the auction process is completed. Once the exposure is closer to the threshold LTV, MML seeks additional collateral or starts the auction process, depending on the response of the borrower, irrespective of the completion of the loan tenor, thereby mitigating the risk associated with gold price volatility over loan tenor. Adequate Capitalisation: MML is wholly owned by the chairman and his family, with a tangible net worth of INR1,631 million as on 31 March 2024. The company’s tier-1 capital adequacy stood at 21% in 1QFY25 (FY24: 21%, FY23: 25.1%, FY22: 32%, FY21: 33% FY20: 48%) and overall capital adequacy stood at 30% (30%, 37.9%, 49%, 51%, 74%), supported by accruals and the company’s ability to raise subordinate debt from retail investors. Ind-Ra believes MML’s capitalisation levels are adequate to support the management’s near-term growth strategy. The promoters infused INR70 million in FY24, and plan to infuse an additional INR100 million in MML in FY25. Scaling Up of Business and Profitability Remain Monitorable: MML has been facing heightened competitive pressures in south India from Nidhi companies, moneylenders, microfinance institutions and banks providing agriculture gold loans; this has led to a moderation or slower growth in the AUM per branch along with pricing pressure in this region. Consequently, MML hasbeen expanding its presence in the northern and western regions of the country, where its ability to scale up and improve its AUM per branch meaningfully and maintain control over costs to improve its operating efficiency would be key rating monitorable. Funding Profile remains Concentrated: As of March 2024, the funding mix for MML consisted of NCDs (26%), subordinated debentures (38.6%), and loans cash credit limits from public sector banks (35.4%). The company had a leverage of 3.3x at end- March 2024. The investors for the NCDs and subordinate debt are retail investors, largely from Kerala and Tamil Nadu. MML’s funding profile remains concentrated, with the share of bank loans in the overall funding mix reducing and that of NCDs increasing; the bank funding came down to 35.4% in FY24 (FY23: 47.4%; FY22: 33.3%), with a total of four lenders. Nevertheless, Ind-Ra believes the funding remains skewed towards subordinated debt. Therefore, a further diversification in the funding profile would be a key rating driver. Liquidity Adequate: There were no negative mismatches in any of the up-to-one-year time buckets in the company’s asset-liability statement at end-June 2024, supported by short-term assets of nine months tenor and the average tenor of liabilities of three-to- five years. As per Ind Ra’s stress-case scenario, the company’s asset-liability profile reflects a positive surplus up to one year. Furthermore, the cash and bank balances, and fixed deposits of INR320 million and unutilised bank lines of INR174 million at end-June 2024 provide an additional cushion to the liquidity profile as against the debt repayment of INR319 million over July- September 2024. Rating Sensitivities Positive: Significant and sustainable growth in loan book while maintaining stable asset quality, an improvement in the AUM per branch, driving healthy profitability, along with continueous funding diversification could lead to a positive rating action. Negative: A significant dilution in the tangible net worth due to significant losses, tier-1 ratio falling below 15% in the medium term, on a sustained basis, deterioration in the asset quality, leading to heightened auctions that could impact the profitability or lead to losses, could lead to a negative rating action. ESG Issues ESG Factors Minimally Relevant to Rating: Unless otherwise disclosed in this section, the ESG issues are credit neutral or have only a minimal credit impact on MML, due to either their nature or the way in which they are being managed by the entity. For more information on Ind-Ra’s ESG Relevance Disclosures, please click here. For answers to frequently asked questions regarding ESG Relevance Disclosures and their impact on ratings, please click here. About the Company MML is a part of Kerala-based Muthoot Ninan Group. The company has been extending loans against gold since 1997. The company has been registered as a non-banking financial company since 2002. The company is promoted by Mathew Mathai Ninan (chairman) and his son, Richi Mathew (managing director). As of March 2024, MML operated through a network of 264 branches across nine states. Key Financials Indicators Particulars FY24 FY23 Total tangible assets (INR million) 7,966 6,049 Total tangible equity (INR million) 1,647 1,339 Net profit/loss (INR million) 251 181.9Tangible equity/assets (%) 21.85 22.15 Gross non-performing assets (%) 0.31 0.27 Debt-to-equity (x) 3.3 3.3 Tier-1 ratio (%) 23.2 25.1 Source: Company, Ind-Ra Ratios as per Ind-Ra’s calculations Status of Non-Cooperation with previous rating agency MML is listed under the non-cooperation by issuer category by Brickworks Ratings India Pvt. Ltd. due to inadequate information provided by the company. Rating History Instrument Type Current Rating/Outlook Historical Rating/Outlook Rating Rated Rating 19 April 28 14 March 6 February 16 Type Limits 2024 Septembe 2023 2023 November (million) r 2023 2021 Long-term bank loans Long-term INR2,400 IND BBB/Stable IND IND IND IND BBB/Stable BBB/Stable BBB/Stable BBB/Stable BBB-/Stabl e Non-convertible debentures Long-term INR4,500 IND IND IND - - - BBB/Stable BBB/Stable BBB/Stable Bank wise Facilities Details Click here to see the details Complexity Level of the Instruments Instrument Type Complexity Indicator Bank loans Low Non-convertible debentures Low For details on the complexity level of the instrument, please visit https://www.indiaratings.co.in/complexity-indicators. Annexure ISIN Date of Issuance Coupon Rate (%) Maturity Date Size of Issue (million) Rating /Outlook INE05F407AZ7 21 December 2023 0 21 March 2030 INR125.13 IND BBB/Stable INE05F407BA8 21 December 2023 0 20 December 2024 INR87.58 IND BBB/Stable INE05F407BC4 21 December 2023 0 21 June 2025 INR34.46 IND BBB/Stable INE05F407BH3 21 December 2023 0 21 December 2026 INR38.13 IND BBB/Stable INE05F407BI1 21 December 2023 0 21 December 2025 INR14.81 IND BBB/StableINE05F407BJ9 21 December 2023 0 21 December 2028 INR3.7 IND BBB/Stable INE05F407BO9 21 December 2023 0 21 December 2026 INR26.88 IND BBB/Stable INE05F407BP6 21 December 2023 0 21 December 2025 INR11.61 IND BBB/Stable INE05F407BQ4 21 December 2023 0 21 December 2028 INR10.4 IND BBB/Stable INE05F407BR2 21 December 2023 0 20 December 2024 INR51.52 IND BBB/Stable INE05F407BT8 21 December 2023 0 21 June 2025 INR26.18 IND BBB/Stable INE05F407BD2 21 December 2023 9.5 20 December 2024 INR56.4 IND BBB/Stable INE05F407BK7 21 December 2023 10 20 December 2024 INR36.2 IND BBB/Stable INE05F407BE0 21 December 2023 9.65 21 June 2025 INR35.2 IND BBB/Stable INE05F407BS0 21 December 2023 10.15 21 June 2025 INR23.5 IND BBB/Stable INE05F407BF7 21 December 2023 9.75 21December 2025 INR20.4 IND BBB/Stable INE05F407BN1 21 December 2023 10.25 21December 2025 INR25.4 IND BBB/Stable INE05F407BG5 21 December 2023 10.25 21 Decemeber 2026 INR104.6 IND BBB/Stable INE05F407BM3 21 December 2023 10.75 21 Decemeber 2026 INR88.1 IND BBB/Stable INE05F407BB6 21 December 2023 10.5 21 December 2028 INR118.87 IND BBB/Stable INE05F407BL5 21 December 2023 11 21 December 2028 INR103.7 IND BBB/Stable INE05F407BZ5 27 May 2024 10.5 29 May 2025 INR84.25 IND BBB/Stable INE05F407CA6 27 May 2024 0 29 May 2025 INR65.33 IND BBB/Stable INE05F407CB4 27 May 2024 10.75 27 May 2027 INR115.18 IND BBB/Stable INE05F407CC2 27 May 2024 0 27 May 2029 INR11.27 IND BBB/Stable INE05F407CD0 27 May 2024 0 27 May 2027 INR34.95 IND BBB/Stable INE05F407CE8 27 May 2024 0 27 July 2030 INR78.48 IND BBB/Stable INE05F407CF5 27 May 2024 0 26 November 2025 INR22.22 IND BBB/Stable INE05F407CG3 27 May 2024 0 27 May 2026 INR14.28 IND BBB/Stable INE05F407CH1 27 May 2024 10.8 27 May 2029 INR73.2 IND BBB/Stable INE05F407CI9 27 May 2024 10.6 27 May 2026 INR25.09 IND BBB/Stable INE05F407CJ7 27 May 2024 10.5 26 November 2025 INR14.53 IND BBB/Stable Utilised INR1,581.55 unutilised INR2,918.45 Total rated INR4,500 Source: NSDL, Company APPLICABLE CRITERIA Non-Bank Finance Companies Criteria Evaluating Corporate GovernanceThe Rating Process Financial Institutions Rating Criteria Contact Primary Analyst Ismail Ahmed Senior Analyst India Ratings and Research Pvt Ltd Wockhardt Towers, 4th Floor, West Wing, Bandra Kurla Complex, Bandra East,Mumbai - 400051 +91 22 40356187 For queries, please contact: infogrp@indiaratings.co.in Secondary Analyst Aishwary Khandelwal Associate Director Media Relation Ameya Bodkhe Marketing Manager +91 22 40356121 About India Ratings and Research: India Ratings and Research (Ind-Ra) is committed to providing India's credit markets accurate, timely and prospective credit opinions. 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India ratings’ code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance, and other relevant policies and procedures are also available from the code of conduct section of this site.ANNEXURE III – CONSENT OF THE DEBENTURE TRUSTEE APPENDED OVERLEAF 328June 30, 2025 To, The Board of Directors, Muthoot Mercantile Limited, 1st Floor, North Block, Muthoot Floors, Opposite W&C Hospital, Thycaud, Thiruvananthapuram 695 014, Kerala, India. Dear Sir/ Madam Sub: Consent in relation to the proposed public offering of secured redeemable non-convertible debentures of face value of ₹ 1,000 each (“NCDs”), at par, aggregating up to ₹ 7,500 lakhs, with an option to retain over-subscription up to ₹ 5,000 lakhs aggregating up to ₹ 12,500 lakhs (“Issue”) by Muthoot Mercantile Limited (“Company” or “Issuer”) We, the undersigned, hereby consent to act as the Debenture Trustee to the Issue and to our name being inserted as the Debenture Trustee to the Issue in the Draft Prospectus to be filed with BSE Limited (“Stock Exchange”) and to be forwarded to Securities and Exchange Board of India (“SEBI”) and the Prospectus to be filed with the Registrar of Companies, Kerala at Kochi (“RoC”), Stock Exchange and to be forwarded to SEBI in respect of the Issue and also in all related advertisements and communications sent pursuant to the Issue. The following details with respect to us may be disclosed: Name : MITCON Credentia Trusteeship Services Limited Address : 1402/1403, B wing, Dalamal Tower, 14th Floor, Free Press Journal Marg, 211 Nariman Point, Mumbai 400 021, Maharashtra, India Tel : (91) (22) 22828200 Fax : (91) (22) 22024553 Email : contact@mitconcredentia.in Investor Grievance Mail : investorgrievances@mitconcredentia.in Website : www.mitconcredentia.in Contact Person : Ms. Vaishali Urkude SEBI Registration No : IND000000596 Logo : CIN : U93000PN2018PLC180330 We confirm that we are registered with the SEBI and that such registration is valid as on the date of this letter. We enclose a copy of our registration certificate enclosed herein as Annexure A and declaration regarding our registration with SEBI as Annexure B. We also confirm that we have not been prohibited by SEBI to act as an intermediary in capital market issues. We confirm that we have not been prohibited to act as a debenture trustee by the SEBI. We hereby authorise you to deliver this letter of consent to the RoC, pursuant to the provisions of Section 26 of the Companies Act, 2013 and other applicable laws or any other regulatory/statutory authorities as required by law. We also agree to keep strictly confidential, until such time as the proposed transaction is publicly announced bythe Company in the form of a press release, (i) the nature and scope of this transaction; and (ii) our knowledge of the proposed transaction of the Company. We confirm that we will immediately inform the Company and the Lead Manager of any change to the above information until the date when the proposed public issue of NCDs commence trading on the Stock Exchange. In the absence of any such communication from us, the above information should be taken as updated information until the NCDs commence trading. This letter may be relied upon by you, the Lead Manager and the legal counsel to the Issue in respect of the Issue. Sincerely, For MITCON Credentia Trusteeship Services Limited ___________________ Name: Priyanka Shrungare Designation: Compliance Officer CC: VIVRO FINANCIAL SERVICES PRIVATE LIMITED Vivro House 11, Shashi Colony, Opposite Suvidha Shopping Center, Paldi, Ahmedabad –380007, Gujarat, India M/s. Crawford Bayley & Co. 4th Floor, State Bank Buildings N.G.N. Vaidya Marg, Fort Mumbai 400 023, Maharashtra, IndiaANNEXURE AAnnexure B June 30, 2025 To, The Board of Directors, Muthoot Mercantile Limited, 1st Floor, North Block, Muthoot Floors, Opposite W&C Hospital, Thycaud, Thiruvananthapuram 695 014, Kerala, India. Dear Sir/ Madam Sub: Consent in relation to the proposed public offering of secured redeemable non-convertible debentures of face value of ₹ 1,000 each (“NCDs”), at par, aggregating up to ₹ 7,500 lakhs, with an option to retain over-subscription up to ₹ 5,000 lakhs aggregating up to ₹ 12,500 lakhs (“Issue”) by Muthoot Mercantile Limited (“Company” or “Issuer”) We hereby confirm that as on date the following details in relation to our registration with SEBI as a Debenture Trustee is true and correct. 1. Registration IND000000596 number 2. Date of registration/ March 17, 2022 Renewal of registration 3. Date of expiry of Permanent registration registration 4. If applied for Not Applicable renewal, date of application 5. Any communication None from SEBI prohibiting the entity from acting as an intermediary 6. Any enquiry/ Nil at present investigation being conducted by SEBI 7. Details of any Adjudication Penalty penalty/Administrative Sr. No. Penalty (Rs.) Remarks Order date Provisions Warning/Advisory In the matter Letter by SEBI Rs. 2,00,000/- of March 18, 15HB of SEBI 1 (Rs. Pride 2024 Act, 1992 Two Lakh Only) Properties Private Limited Inspection of debenture March 18, Administrative 2 - Trustee with 2025 Warning respect to theme ofEvent of Default Inspection of March 25, Advisory 3 - debenture 2025 Letter Trustee We hereby enclose a copy of our SEBI registration certificate. We shall immediately intimate the Company of any changes, additions or deletions in respect of the matters covered in this certificate till the date when the securities of the Issuer, offered, issued and allotted pursuant to the Issue, are traded on the relevant stock exchange. In the absence of any such communication from us, the above information should be taken as updated information until the NCDs commence trading. Sincerely, For MITCON Credentia Trusteeship Services Limited ___________________ Name: Priyanka Shrungare Designation: Compliance OfficerANNEXURE IV-FINANCIAL STATEMENTS APPENDED OVERLEAF 335F-1F-2F-3F-4F-5F-6F-7F-8F-9F-10F-11F-12F-13F-14F-15F-16F-17F-18F-19F-20F-21F-22F-23F-24F-25F-26F-27F-28F-29F-30F-31F-32F-33F-34F-35F-36F-37F-38F-39F-40F-41F-42F-43F-44F-45F-46F-47F-48F-49F-50F-51F-52F-53F-54F-55F-56F-57F-58F-59F-60F-61F-62F-63F-64F-65F-66F-67F-68F-69F-70F-71F-72F-73F-74F-75F-76F-77F-78F-79F-80F-81F-82F-83F-84F-85F-86F-87F-88F-89F-90F-91F-92F-93F-94F-95F-96F-97F-98F-99F-100F-101F-102F-103F-104F-105F-106F-107F-108F-109F-110F-111F-112F-113F-114F-115F-116F-117F-118F-119F-120F-121F-122F-123F-124F-125F-126F-127F-128F-129F-130F-131F-132F-133F-134F-135F-136F-137F-138F-139F-140F-141Varma Vama Chartered Accountants INDEPENDENT AUDITOR'SR EPORT To The Members of Muthoot Mercantile Limited Report on the Audit of the Financial Statements Opinion We have audited the accompanying financial statements of Muthoot Mercantile Limited ("the Company"), which comprise the Balance Sheet as at March 31 , 2025, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Cash Flow Statement for the year then ended, and notes to the financial statements, including a summary of material accounting policies and other explanatory information. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (*the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date. Basis for Opinion We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor 's Responsibilities for the Audit ofthe Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. Trivan TC 9/1504, Galaxy, SMRA-14, Sasthamangalam PO, Thiruvananthapuram-695010 Tel : 0471-2727345, 2727346, Email : trivandrum( @ varmaandvarma.com F-142Varma &arma Chartered Accountants Key Audit Matters Key audit maters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in torming our opinion thereon, and we do not provide a separate opinion on these matters. Key Audit Matter How addressed in audit The Management estimates Our audit procedures relating to expected impairment provision using Expected credit losses included appropriate test checks Credit loss (ECL) model for the loan based on the concepts of materiality and exposure as per the Board approved sampling. These procedures were performed policy. The estimation of expected to verify and validate that the expected credit credit loss on financial instruments losses recognized in the financial statements involves significant judgement and were in accordance with the Board-approved estimates. Key estimates involve policy, were arithmetically accurate, and that determining Exposure at Default the related disclosures made by management (EAD), Probability at Default (PD) were appropriate. We have also test checked and Loss Given Default (LGD) using on sample basis to verify the classification of historical information. Hence, we loans is as per ECL/RBIn orms. have considered the estimation of ECL as a Key Audit Matter. Compliance and disclosure We have assessed the systems and requirements under the applicable processes laid down by the company to Indian Accounting Standards, RBI appropriately ensure compliance and Guidelines and other applicable disclosures as per the applicable Indian statutory, regulatory and financial Accounting Standards, RBI Guidelines reporting framework. and other applicable statutory, regulatory and financial reporting framework. We have designed and performed audit procedures to assess the completeness and correctness of the details disclosed having regard to the assumptions made by the management in relation to the applicability and extent of disclosure requirements; and have relied on internal records of the company, management confirmations /explanations and external confirmations wherever necessary. TC9 /1504, Galaxy. SMRA-14, Sasthamangalam PO. Thiruvananthapuram-695010 Tel : 0471-2727345, 2727346, Email : trivandrum@varmaandvarma.com F-143Varma &arma Chartered Accountants Key Audit Matter How addressed in audit The company's operational and We obtained an understanding of the financial processes are dependent Company's IT control environment and on IT systems due to large volume key changes during the audit period that of transactions that are processed may be relevant to the audit. daily. Accordingly, our audit was We also tested key automated and manual focused on key IT systems and controls and logic for system generated controls due to the pervasive reports relevant to the audit that would impact on the financial statements materially impact the financial statements and alternate procedures were applied to verify and confirm the reasonableness of management's judgement wherever limitations were noted in the software. Information Other than the Financial Statements and Auditor's Report thereon (Other Information) The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Director's Report of the Company for the financial year ended March 31, 2025 but does not include the financial statements and our auditor's report thereon. The reports containing the Other information as above is expected to be made available to us after the date of this Auditor's report. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other Information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. When we read the reports containing the other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance. (Tiv n icu TC 9/1504, Galaxy, SMRA-14, Sasthamangalam PO. Thiruvananthapuran-6950 10 Tel : 0471-2727345, 2727346, Email : trivandrum @varmaandvarma.com F-144Varma & Varma Chartered Accountants Responsibilities of Management and Those Charged with Governance for the Financial Statements The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act read with relevant rules issued thereunder. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors are also responsible for overseeing the Company's financial reporting process. Auditor's Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. TC 9/1504, Galaxy. SMRA-14, Sasthamangalam PO. Thiruvananthapuram-695010 Tel :0 471-2727345, 2727346, Email : trivandrum@varmaandvarma.com F-145Varma & Varma Chartered Accountants As part of an audit in accordance with SAS, we exercise professional judgment and maintain pro fessional skepticism throughout the audit. We also: ldentify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentionalo missions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions mayc ause the Company to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the financial statements including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. La TC /1504, Galaxy. SMRA-14, Sasthamangalam PO. Thiruvananthapuram-695010 Tel : 0471-2727345, 2727346, Email : trivandrum @va rmaandvarma.com F-1466 Varma Chartered Accountants We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. Other Matters The financial statements of the Company for the year ended March 31, 2024 were audited by the predecessor auditor whose report dated May 29,2024 expressed an unmodified opinion on those financial statements. Our opinion is not modified in respect of the above matter Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order"), issued byt he Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in A(cid:28) nnexure A", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. 2. As required by Section 143(3) of the Act, we report that: (a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. (b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. (c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account. (d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with relevant rules issued thereunder. (e) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director in terms of Section 164 (2) of the Act. () With respect to the adequacy of the internal financial controls over financial statement reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". TC 9/1504, Galaxy. SMRA-14, Sasthamangalam P O, Thiruvananthapuranm-695010 Tel: 0471-2727345, 2727346. Email : trivandrum@varmaandvarma.com F-147Varma & Varma Chartered Accountants (g) With respect to the other matters to be included in the Auditors Report in accordance with Section 197(16)o f the Act, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid/ provided by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act. (h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigation on its financial position in its financial statements - Refer Note 33 to the financial statements. ii. The Company has made provision, as required under the applicable law or accounting standard, for material foreseeable losses, if any, on long-term contracts including derivative contracts. iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company. iv. a) The Management has represented that, to the best of its knowledge and belief, as disclosed in the Note 48 to the financial statements, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company too r in any other person or entity, including foreign entity (I(cid:28)ntermediaries), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries: b) The Management has represented, that, to the best of its knowledge and belief, as disclosed in the Note 48 to the financial statements, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirecly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalfof the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; (Tnde TC 9/1504, Galaxy, SMRA-14, Sasthamangalann PO, Thiruvananthapuran-695010 Tel : 0471-2727345, 2727346, Email : trivandrum (@varmaandvarma.com F-148Varma &arma Chartered Accountants c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule l1(e), as provided under (a) and (b) above, contain any material misstatement. v. The Company has not declared or paid any dividend during the year. Hence, the compliance with the provisions of Section 123 of the Act is not applicable to the Company for the financial year. vi. Based on the confirmation provided by the management, the company has used accounting software applications for maintaining its books of account which has a feature of recording audit trail (edit log) facility. As per the management representation provided to us the same has operated throughout the year for all relevant transactions recorded the software and has not been tampered with, and audit trail has been preserved as per statutory requirement for record retention. The above features in audit trail have been test checked by us at random and we did not come across any instances of deviations relating to above. For Varma & Varma Chartered Accountants FRN:004532S Rajeev R Partner Membership No.: 211277 UDIN: 252||2BMKORA3GGI Place: Thiruvananthapuram Date: 30.05.2025 Trivandrum Ccou: TC 9/1504, Galaxy, SMRA-I4, Sasthamangalam PO, Thiruvananthapuram-695010 Tel: 0471-2727345, 2727346, Email : trivandrum @varmaandvarma.com F-149Varma &: Varma Chartered Accountants ANNEXURE A REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS* OF OUR INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF MUTHOOT MERCANTILE LIMITED FOR THE YEAR ENDED MARCH 31, 2025. 1. a) i) The Company is maintaining branch-wise records showing particulars of the Property, Plant and Equipment of the Company and other assets. In the absence of conso lidated register, the details thereof could not be reconciled with financial accounts to ensure completeness thereof. ii) The Company is maintaining certain records showing particulars of the Intangible assets of the Company the values of which is noted to be not material. b) According to the information and explanation given to us the company has a program of conducting physical verification of Property, Plant and Equipment on a periodic basis. However, the records for conducting physical verification of Property, Plant and Equipment were not available for our review and hence we are not in a position to comment on the reporting requirements of clause 1(b) of paragraph 3 of the Order. c) According to the information and explanations given to us and the records of the Company examined by us, title deeds of all the immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the financial statements are held in the name of the company. d) According to the information and explanations given to us and the records of the Company examined by us, the Company has not revalued any of its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year and hence the reporting requirements under theC lause (i)(d) ofPara 3 ofthe Order is not applicable at this stage. e) According to the information and explanations given to us and the records of the Company examined by us, there are no proceedings initiated or pending against the Company as at March 31, 2025 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder. TC 9/1504, Galaxy, SMRA-14, Sasthamangalam P O, Thiruvananthapuram-695010 Tel: 0471-2727345, 2727346, Email: trivandrum @varmaandvarma.com F-150T0 Varma &- Varma Chartered Accountants 2 a) The Company does not hold any inventory and hence, the reporting requirements under Clause (i)(a) of Para 3o f the Order are not applicable to the Company at this stage. b) The company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks and financial institutions during the year on the basis of security of current assets. In our opinion, based on a comparison, the quarterly statements of receivables filed by the company with such banks and financial institutions were seen to be in agreement with the books of account of the Company (which have not been audited as at the quarters ended June 30, 2024, September 30, 2024 and December 31, 2024) 3. a) The company is a Non-Banking Financial Company (NBFC) whose principal business is to give loans. Therefore, the provisions of Clause (ii)(a) of Para 3 of the Order are not applicable to the company. b) Ino ur opinion, the investments made, guarantee provided, security given and the terms and conditions of the grant of all loans and advances in the nature of loans, during the year are, prima facie, not prejudicial to the Company's interest. c) In respect of loans and advances in the nature of loans, the schedule of repayment of principal and payment of interest have been stipulated, where ever applicable. Being a Non-Banking Finance company engaged in the business of granting loans, there are instances where repayment of principal amounts and payment of interest is not received as per stipulated terms for which the company has provided impairment allowance for expected credit losses, to the extent considered required as per Ind AS. Having regard to the nature of business undertaken by the company, and volume, specific details of such loans and advances, which are not repaid by borrowers as per stipulations are not fully reported, however particulars of loans overdue for more than ninety days as per books of accounts as at Balance Sheet date have been reported in Para (d) below. d) In respect of loans granted by the Company, the total amount overdue for more than ninety days as per books of account as at the balance sheet date is as under: (Rs. In Lakhs) No. of Principal Amount Overdue Interest Total Overdue Overdue* cases 1203 780.24 265.39 1,045.63 *Interest accrued on the overdue for more than 90 days is not recognized in the books of accounts TC 9/1504,G alaxy, SMRA-14, Sasthamangalam P O, Thiruvananthapuram-695010 Tel: 0471-2727345, 2727346, Email : trivandrum @varnmaandvarma.com F-151Varma & Varma Chartered Accountants In our opinion and according to the information and explanations given to us, reasonable steps have been taken by the Company for recovery of the principal and interest. e) The company is a Non-Banking Financial Company (NBFC) whose principal business is to give loans. Therefore, the provisions of Clause (iii)(e) of Para 3o f the Order are not applicable to the company f) In our opinion and according to the information and explanations made available to us, the Company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment during the year to Promoters, related parties as defined in clause (76) of section 2 of the Companies Act, 2013. 4. According to the information and explanations given to us and the records of the Company examined by us, the Company has not given any loans, or provided any guarantee or security as specified under section 185 of the Companies Act, 2013. The provisions of section 186 of the Act with respect to loans, guarantee and security are not applicable to the Company being a Non-Banking Financial Company and the investments made by the Company are in compliance with the provisions of section 186 of the Act. 5. The Company has not accepted any deposits or any amounts deemed to be deposits from the public during the year which attracts the directives issued by the Reserve Bank of India. Being a Non-Banking Finance Company, the provisions of Sections 73 to 76 or any other relevant provision of the Act and the rules framed thereunder are not applicable to the Company. 6. To the best of our knowledge and according tot he information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act for any of the services rendered by the Company at this stage. 7 a) As per the information and explanations furnished to us and according to our examination of the records of the Company, the Company has been generally regular in depositing undisputed statutory dues including Goods and Services Tax, provident fund, employees' state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable to the Company, with the appropriate authorities during the year except for a minor delay in one instance for an amount of Rs 0.12 lakhs. b) According to the information and explanations given to us and the records of the Company examined by us, there are no arrears of undisputed statutory dues outstanding as on the last day of the financial year for a period of more than six months from the date on which they become payable. TC9 /1504, Galaxy, SMRA-14, Sasthamangalam PO, Thiruvananthapuram-695010 Tel: 0471-2727345, 2727346, Email : trivandrum @va rmaandvarma.com F-152arma ga rma Chartered Accountants c) According to the information and explanations given to us and the records of the Company examined by us, there are no disputed amounts of goods and services tax, provident fund, employee's state insurance, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues dues to be deposited as at March 31, 2025 except for the following disputed amounts of Income tax not been deposited with the authorities as at March 31, 2025. Name of Nature of Amount Period to which Forum where the statute the dues (Rs. in the amount the dispute is lakhs) relates pending (financial year) Income Tax Income 61.92 2020-21 Application for Act, 1961 Tax rectification (AY 2021-22) pending before assessing officer Income Tax Income 0.86 2019-20 Application for Act. 1961 Tax rectification (AY 2020-21) pending before assessing officer Income Tax Income 49.08 2016-17 Application for Act, 1961 Tax rectification (AY 2017-18) pending before assessing officer 8. According to the information and explanations given to us and the records of the Company examined by us, there were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961. 9 a) According to the information and explanations given to us, and the procedures performed by us, and on an overall examination of the financial statements of the company, we report that the Company has not defaulted in repayment of loans or other borrowings or in payment of interest to any lender. b) According to the information and explanations given to us and on the basis of our audit procedures, we report that the company has not been declared willful defaulter by any bank or financial institution or government or any government authority. c) In our opinion and according to the information and explanations given to us, the Company has utilized the money obtained by way of term loans during the year for the purposes for which they were obtained. TC 9/1504, Galaxy, SMRA-14, Sasthamángalanm PO, Thiruvananthapuram-695010 Tel : 0471-2727345, 2727346, Email : trivandrum @varmaandvarma.com F-153Vana & Varma Chartered Accountants d) According to the information and explanations given to us, and the procedures performed by us, and on an overall examination of the financial statements of the Company, we report that no funds raised on short-term basis have been used for long term purposes by the company. e) The company does not have any subsidiaries, associates or joint ventures, therefore clause (ix)(e) of Para 3 of the Order is not applicable to the company. f) The company does not have any subsidiaries, associates or joint ventures, therefore clause (ix)() of Para 3o f the Order is not applicable to the company 10. a) According to the information and explanations given to us and the records of the Company examined by us, the Company has not raised monies by way of initial public offer or further public offer other than for the public offer of debt instruments. According to the information and explanations given to us and the records of the Company examined by us monies raised by way of public offer of debt instruments during the year were applied for the purposes of which those were raised. b) According to the information and explanations given to us and the records of the Company examined by us, the Company has not made any preferential allotment (private placement) of shares or fully or partly or optionally convertible debentures during the year and hence, the reporting requirements under clause (x)(b) of Para 3o f the Order is not applicable to the Company. 11. a) To the best of our knowledge and according to the information and explanations given to us, there have been instances of fraud on the company by its employees/customers amounting to Rs.86.66 lakhs during the year as included in Note 44(9)(p) to the financial statement. No fraud by the company has been noticed or reported during the year, nor have we been informed of any such case by the management. b) No report under Section 143(12) of the Act has been filed in Form ADT-4 regarding any frauds, as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report. c) According to the information and explanations given to us and the records of the Company examined by us, the Company has not received whistle-blower complaints during the year. 12. The Company is not a NidhiC ompany. Accordingly, the reporting requirements under clause (xii) (a), (b) and (c) of Para 3 of the Order are not applicable. icco TC 9/1504, Galaxy, SMRA-14, Sasthamangalam PO, Thiruvananthapuram-6950 10 Tel: 0471-2727345, 2727346. Email : trivandrum @va rmaandvarma.com F-15414 Varma &rVarma Chartered Accountants 13. According to the information and explanations given to us and the records of theC ompany examined by us, all transactions with the related parties are as confirmed by the management to be in compliance with Sections 177 and 188 of the Act, where applicable and the details of such transactions have been disclosed in Note 38 to the financial statements as required by the applicable accounting standards. In the absence of comparable benchmarking evidences, we have relied on management certificate in this regard. 14. a) In our opinion and based on our review of the extent of internal audit coverage and examination of internal audit reports issued during the year, the existing internal audit system of the company in force offers scope for strengthening and improvement to commensurate with the size and nature of its business. b) We have considered the internal audit reports for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures. 15. According to the information and explanations given to us and the records of the Company examined by us, the Company has not entered into any non-cash transactions with directors or persons connected with the directors. Accordingly, the reporting requirement under clause (xv) of Para 3 of the Order is not applicable. 16. a) The Company is required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934 and accordingly, the company has obtained the required registration. b) According to the information and explanations given to us and the records of the Company examined by us, the Company has not conducted any Non-Banking financial or Housing Finance Activities without a valid Certificate of Registration (CoR)f rom the Reserve Bank of India as per the Reserve Bank of India Act. 1934. c) According to the information and explanations given to us, the company is not a Core Investment Company (CIC) as defined in the Regulations by the Reserve Bank of India and hence the repoting requirements under clause (xvi) (c) of Para 3 of the Order is not applicable. d) According to the information and explanations given to us, there is no core investment Company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016). Accordingly, the reporting requirement under clause (xvi) (d) of Para 3o f the Order isn ot applicable. 17. The Company has not incurred cash losses during the financial year covered by our audit and also in the immediately preceding financial year. 18. There has been no resignation of the statutory auditors during the year, hence the reporting requirement under clause (xvii)o f Para 3o f the Order is not applicable. TC 9/1504, Galaxy, SMRA-14, Sasthamangalan PO. Thiruvananthapuram-695010 Tel : 0471-2727345, 2727346, Email trivandrum@varmaandvarma.com F-15515 Tarma &Vanma Chartered Accountants 19. According to the information and explanations given to us and the records of the Company examined by us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets, payment of financial liabilities and other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they falld ue. 20. a) According to the information and explanations given to us and the records of the Company examined by us, there are no unspent amount towards Corporate Social Responsibility (CSR) in respect of other than ongoing projects requiring a transfer to the Fund specified in Schedule VII to the Act in compliance with second proviso to Section 135(5) of the Act. Hence, the reporting requirements under clause (xx)(a) of paragraph 3 of the Order is not applicable to the Company. b) According to the information and explanations given to us and the records of the Company examined by us, there are no amounts remaining unspent under section 135 (5) of the Act, pursuant to any ongoing project. Hence, the reporting requirements under clause (xx)(b) of paragraph 3 of the Order is not applicable to the Company. 21. According to the information and explanations provided to us and based on our verification of the records of the Company, the reporting requirements under this clause is not applicable to the Company as the Company is not required to prepare consolidated financial statements. For Varma & Varma Chartered Accountants FRN.: 004532S Rajeev R Partner Membership No.: 211277 UDIN: 52L2BMKORA3GGL Place: Thiruvananthapuram Date: 30.05.2025 ivondrua) TC9 /1504, Galaxy, SMRA-14,S asthamangalam P0, Thiruvananthapuram-6950 10 Tel : 0471-2727345, 2727346, Email : trivandrum@varmaandvarma.com F-15616 Vawma & Varma Chartered Accountants ANNEXURE B REFERRED TO IN PARAGRAPH 2() UNDER THE HEADING «REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF MUTHOOT MERCANTILE LIMITED FOR THE YEAR ENDED MARCH 31, 2025 Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (t(cid:28)he Act") We have audited the internal financial control systems with reference to financial statements reporting of Muthoot Mercantile Limited ("the Company") as ofMarch 31 ,2025 in conjunction with our audit of the financial statements of the Company for the year ended on that date. Management'sR esponsibility for Internal Financial Controls The Company's management is responsible for establishing and maintaining internal financial controls based on the internal controls with reference to financial statements reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (1CAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act. Auditor's Responsibility Our responsibility is to express an opinion on the Company's internal financial controls systems with reference to financial statements reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAl and prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls system with reference to financial statements reporting was established and maintained and if such controls operated effectively in all material respects. rum Ccous TC 9/1504, Galaxy, SMRA-14, Sasthamangalam P O, Thiruvananthapuram-6950 10 Tel : 0471-2727345, 2727346, Email : trivandrum @varmaandvarma.com F-157Varma & Vavma Chartered Accountants Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to financial statements reporting and their operating effectiveness. Our audit of internal financial controls system with reference to financial statements reporting included obtaining an understanding of internal financial controls system with reference to financial statements reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence wve have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system with reference to financial statements reporting. Meaning of Internal Financial Controls with reference to Financial Statements reporting AC ompany's internal financial controls system with reference to financial statements reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company's internal financial controls system with reference to financial statements reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls with reference to Financial Statements reporting Because of the inherent limitations of internal financial controls system with reference to financial statements reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls system with reference to financial statements reporting to future periods are subject to the risk that the internal financial controls system with reference to financial statements reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. TC 9/1504, Galaxy, SMRA-14, Sasthamangalam P O, Thiruvananthapuram-695010 Tel : 0471-2727345, 2727346, Email : trivandrum @varmaandvarma.com F-158T8 Varma & arma Chartered Accountants Opinion In ouro pinion, the Company has, in all material respects, an adequate internal financial controls system with reference to financial statements reporting and such internal financial controls system with reference to financial statements reporting were operating effectively as at March 31, 2025, based on the internal control with reference to financial statements reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI. However, certain features in software in use for transactions offers scope for improvement. For Varma & Varma Chartered Accountants FRN.: 004532S Rajeev R Partner Membership No.: 21 1277 UDIN: 252||2HBMKORA3 GGI Place: Thiruvananthapuram Date: 30.05.2025 (Tivndrun ed Acco TC 9/1504,G alaxy, SMRA-14, Sasthamangalam PO. Thiruvananthapuram-695010 Tel: 0471-2727345, 2727346, Email : trivandrum@varmaandvarma.com F-159F-160F-161F-162F-163F-164F-165F-166F-167F-168F-169F-170F-171F-172F-173F-174F-175F-176F-177F-178F-179F-180F-181F-182F-183F-184F-185F-186F-187F-188F-189F-190F-191F-192F-193F-194F-195F-196F-197F-198F-199F-200F-201F-202F-203F-204F-205F-206F-207F-208F-209F-210F-211F-212F-213F-214F-215F-216F-217F-218F-219F-220F-221F-222F-223F-224F-225F-226F-227F-228F-229F-230F-231F-232F-233F-234F-235F-236F-237F-238F-239