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Private & Confidential – For Private Circulation Only
Serial No.:
Addressed to: Dated: February 02, 2026
This Placement Memorandum is neither a prospectus nor a statement in lieu of prospectus. This Placement Memorandum is prepared in conformity with Securities and
Exchange Board of India (Issue and Listing of Municipal Debt Securities) Regulations, 2015, and as amended from time to time.
Note: This Placement Memorandum is strictly for a private placement issue. Nothing in this Placement Memorandum shall constitute and/or deem to constitute an offer or an
invitation to offer to the public or any section thereof to subscribe for or otherwise acquire the Debentures in general under any law for the time being in force. This Placement
Memorandum should not be construed to be a prospectus or a statement in lieu of prospectus. This Placement Memorandum and the contents hereof are restricted for only
the intended recipient(s) who have been addressed directly and specifically through a communication by the Issuer and only such recipient(s) are eligible to apply for the
Bonds. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue.
PLACEMENT MEMORANDUM
TIRUCHIRAPPALLI CITY MUNICIPAL CORPORATION
A municipal corporation constituted under Article 243Q(1)(c) of the Constitution of India, 1949 and established under the Tiruchirappalli City Municipal Corporation Act,
1994 then applicable act in Tamil Nadu in vide notification of Government of Tamil Nadu numbering G.O. MS. No. 260 dated November 22, 1993;
Head Office: Bharathidasan Road, Cantonment, Tiruchirappalli-620001, Tamil Nadu, India
Contact Person cum Compliance Officer: Meenakshi S
Tel: 0431-2415393; E-mail: trichymunibond@gmail.com; Website: www.trichycorporation.gov.in
PLACEMENT MEMORANDUM FOR PRIVATE PLACEMENT OF UPTO 10,000 (TEN THOUSAND) SECURED, NON-CONVERTIBLE, LISTED, RATED,
REDEEMABLE, TAXABLE BONDS IN THE NATURE OF DEBENTURES (“MUNICIPAL BONDS”/ “BONDS”/ “DEBENTURES”) OF FACE VALUE OF RS.
1 LAKH (RUPEES ONE LAKH ONLY) EACH AT PAR AMOUNTING TO RS. 100 CRORES (RUPEES ONE HUNDRED CRORES ONLY) (“ISSUE”) BY
TIRUCHIRAPPALLI CITY MUNICIPAL CORPORATION (“ISSUER”)
BACKGROUND
This Placement Memorandum is related to the Bonds to be issued by Tiruchirappalli City Municipal Corporation on a private placement basis and contains relevant
information and disclosures required for the purpose of issuance of the Bonds in terms of the Securities and Exchange Board of India (Issue and Listing of Municipal Debt
Securities) Regulations, 2015, as amended from time to time.
GENERAL RISK
Investment in Bonds involves a degree of risk, and investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached to such
investments. Investors are advised to read the Placement Memorandum including the Risk Factors carefully before taking an investment decision in relation to this Issue.
For taking an investment decision, the investors must rely on their own examination of the Issuer, this Placement Memorandum and the Issue including the risks involved.
Specific attention of investors is invited to Section-IV titled Risk Factors on page no. 19 of this Placement Memorandum. These risks are not, and are not intended to be,
a complete list of all risks and considerations relevant to the Bonds or investor’s decision to purchase the Bonds. The Issue of Bonds has not been recommended or
approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Placement Memorandum.
The Issuer confirms that, as of the date hereof, this Placement Memorandum (including the documents incorporated by reference herein, if any) contains all information
that is material in the context of the Issue and sale of the Bonds and is accurate in all material respects and does not contain any untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements made herein, in the light of the circumstances under which they are made, not misleading in any material
respect.
LISTING
The Bonds are proposed to be listed on the National Stock Exchange of India Limited (“NSE” / “Stock Exchange”) and NSE shall be the Designated Stock Exchange for
the Issue. The Issuer has received an in-principle approval for listing of Bonds from NSE vide their letter having reference no. NSE/LIST/9954 dated December 31, 2025.
CREDIT RATING
The Bonds proposed to be issued by the Tiruchirappalli City Municipal Corporation have been rated by India Ratings & Research Private Limited (“India Ratings”) and
CARE Ratings Limited (“CARE”) (collectively referred to as the “Rating Agencies”). India Ratings has vide its letter dated December 16, 2025 assigned a rating of
“Provisional IND AA/Stable” as revalidated vide rating letter dated January 20, 2026 and has issued a rating rationale dated December 16, 2025; CARE Ratings Limited
has vide its letter dated January 23, 2026 assigned a rating of “Provisional CARE AA-/Stable” and has issued a rating rationale dated January 23, 2026. The above ratings
are not a recommendation to buy, sell or hold securities and investors should take their own decision regarding investment in the present Bonds. The ratings may be subject
to revision or withdrawal at any time by the assigning rating agency and should be evaluated independently of any other ratings. There are no other ratings, including
unaccepted ratings, in relation to the Debentures other than as specified in this Placement Memorandum. For credit rating of Bonds and detailed rationale of the ratings,
please refer to Annexure-II.
TRANSACTION ADVISOR CUM MERCHANT
TRUSTEE REGISTRAR
BANKER
TIPSONS CONSULTANCY SERVICES PRIVATE CATALYST TRUSTEESHIP LIMITED CAMEO CORPORATE SERVICES LIMITED
LIMITED GDA House, First Floor, Plot No. 85 S. No. 94 & 95, “Subramanian Building”, No.1, Club House Road,
1st Floor, Sheraton House, Opposite Ketav Petrol Pump, Bhusari Colony (Right), Kothrud, Pune-411038, Chennai-600002, Tamil Nadu, India
Polytechnic Road, Ambawadi, Ahmedabad - 380015. Maharashtra, India Tel: 044 4002 0700; 2846 0390
Tel: +91 79 66828064 Tel: 022 4922 0555 Email: ipo@cameoindia.com
Email: trichybonds@tipsons.com Fax No.: 022 4922 0505 Contact Person: Ms. K. Sreepriya, Executive Vice
Website: www.tipsons.com Contact Person: Mr. Umesh Salvi, Managing Director President & Company Secretary
Contact Person: Divyani Koshta, AVP E-mail: ComplianceCLT-Mumbai@ctltrustee.com Website: www. cameoindia.com
Investor Grievance E-mail: igr@tipsons.com Website: www.catalysttrustee.com Investor Grievance Email:
SEBI Registration No.: INM000011849 Investor Grievance Email: grievance@ctltrustee.com investor@cameoindia.com
CIN: U74140GJ2010PTC062799 SEBI Registration No.: IND000000034 SEBI Registration No.: INR000003753
CIN: U74999PN1997PLC110262 CIN: U67120TN1998PLC041613
ISSUE SCHEDULE
ISSUE / BID OPENING DATE ISSUE / BID CLOSING DATE PAY-IN DATE /
DEEMED DATE OF ALLOTMENT
Thursday, February 05, 2026 Thursday, February 05, 2026 Friday, February 06, 2026
The Issuer reserves its sole and absolute right to modify (pre-pone/postpone) the above Issue schedule, including the deemed date of allotment, without giving any reasons
or prior notice in accordance with NSE EBP Guidelines.TABLE OF CONTENTS
SECTION-I: DISCLAIMERS ................................................................................................................. 1
SECTION-II: FORWARD LOOKING STATEMENTS ........................................................................ 9
SECTION-III: DEFINITIONS AND ABBREVIATIONS .................................................................... 10
SECTION-IV: RISK FACTORS ............................................................................................................ 19
SECTION-V: GENERAL INFORMATION .......................................................................................... 38
SECTION-VI: ABOUT THE ISSUER AND CAPITAL STRUCTURE OF THE ISSUER ................. 46
SECTION-VII: OBJECTS OF THE ISSUE .......................................................................................... 56
SECTION-VIII: TAX BENEFITS ......................................................................................................... 63
SECTION-IX: ISSUE SPECIFIC INFORMATION ............................................................................. 71
SECTION-X: FINANCIAL INFORMATION ....................................................................................... 92
SECTION-XI: LEGAL AND OTHER INFORMATION .................................................................... 110
SECTION-XII: GOVERNMENT APPROVALS................................................................................. 124
SECTION-XIII: UNDERTAKINGS BY THE ISSUER ...................................................................... 126
SECTION-XIV: TERM SHEET .......................................................................................................... 127
SECTION XV: MATERIAL CONTRACTS AND AGREEMENTS................................................... 149
SECTION-XVI: DECLARATION ....................................................................................................... 151
Annexure-I Structured Payment Mechanism……………………………………………………………A-1
Annexure-II Rating Letters and Rationale………………………………………………………………A-6
Annexure-III Resolutions and Approvals ……………………………………………………..……….A-30
Annexure-IV Debenture Trustee Consent Letter………………………………………………….…...A-45
Annexure-V Illustration of Bond Cash Flows…………………………………………………….....….A-53
Annexure-VI Budget Documents………………………………………………………….………….....A-54
Annexure-VII Indicative Covenants………………………………………………......…….…..............A-66SECTION-I: DISCLAIMERS
1. GENERAL DISCLAIMER AND DISCLAIMER OF TIRUCHIRAPPALLI CITY
MUNICIPAL CORPORATION (“TCMC” OR “CORPORATION” OR “ISSUER”):
THIS PLACEMENT MEMORANDUM IS NEITHER A PROSPECTUS NOR A STATEMENT IN
LIEU OF PROSPECTUS AND IS PREPARED IN ACCORDANCE WITH THE SECURITIES
AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF MUNICIPAL DEBT
SECURITIES) REGULATIONS, 2015 ISSUED VIDE NOTIFICATION NO. SEBI/LAD-
NRO/GN/2015-16/006 DATED JULY 15, 2015, AS AMENDED FROM TIME TO TIME (SEBI
MUNICIPAL DEBT REGULATIONS). THIS PLACEMENT MEMORANDUM DOES NOT
CONSTITUTE AN OFFER TO THE PUBLIC IN GENERAL TO SUBSCRIBE FOR OR
OTHERWISE ACQUIRE THE BONDS TO BE ISSUED BY TIRUCHIRAPPALLI CITY
MUNICIPAL CORPORATION. THIS PLACEMENT MEMORANDUM HAS NOT BEEN
APPROVED BY SEBI. THIS ISSUE OF BONDS IS BEING MADE STRICTLY ON A PRIVATE
PLACEMENT BASIS. THIS PLACEMENT MEMORANDUM IS FOR THE EXCLUSIVE USE
OF THE ADDRESSEES TO WHOM IT HAS BEEN ADDRESSED AND IT SHOULD NOT BE
CIRCULATED OR DISTRIBUTED TO THIRD PARTY(IES). APART FROM THIS
PLACEMENT MEMORANDUM, NO OTHER OFFER DOCUMENT HAS BEEN PREPARED IN
CONNECTION WITH THE OFFERING OF THIS ISSUE OR IN RELATION TO THE BONDS.
THIS PLACEMENT MEMORANDUM IS NOT INTENDED TO FORM THE BASIS OF
EVALUATION FOR THE PROSPECTIVE SUBSCRIBERS TO WHOM IT IS ADDRESSED AND
WHO ARE WILLING AND ELIGIBLE TO SUBSCRIBE TO THE BONDS ISSUED BY THE
ISSUER. THIS PLACEMENT MEMORANDUM HAS BEEN PREPARED TO GIVE GENERAL
INFORMATION REGARDING TIRUCHIRAPPALLI CITY MUNICIPAL CORPORATION TO
PARTIES PROPOSING TO INVEST IN THIS ISSUE OF BONDS AND IT DOES NOT PURPORT
TO CONTAIN ALL THE INFORMATION THAT ANY SUCH PARTY MAY REQUIRE.
TIRUCHIRAPPALLI CITY MUNICIPAL CORPORATION BELIEVES THAT THE
INFORMATION CONTAINED IN THIS PLACEMENT MEMORANDUM IS TRUE AND
CORRECT AS OF THE DATE HEREOF.
ALL POTENTIAL INVESTORS ARE REQUIRED TO COMPLY WITH THE RELEVANT
REGULATIONS/ GUIDELINES APPLICABLE TO THEM FOR INVESTING IN THIS ISSUE. IT
IS NOT INTENDED FOR DISTRIBUTION TO ANY OTHER PERSON AND SHOULD NOT BE
REPRODUCED BY THE RECIPIENT OR MADE PUBLIC OR ITS CONTENTS BE DISCLOSED
TO A THIRD PERSON. NO INVITATION IS BEING MADE TO ANY PERSON OTHER THAN
THE INVESTOR TO WHOM THE PLACEMENT MEMORANDUM HAS BEEN SENT. ANY
APPLICATION BY A PERSON TO WHOM THE PLACEMENT MEMORANDUM HAS NOT
BEEN SENT BY THE ISSUER MAY BE REJECTED WITHOUT ASSIGNING ANY REASON.
YOU SHALL NOT AND ARE NOT AUTHORISED TO: (1) DELIVER THE PLACEMENT
MEMORANDUM TO ANY OTHER PERSON; OR (2) REPRODUCE THE PLACEMENT
MEMORANDUM, IN ANY MANNER WHATSOEVER. ANY DISTRIBUTION OR
REPRODUCTION OR COPYING OF THE PLACEMENT MEMORANDUM IN WHOLE OR IN
PART OR ANY PUBLIC ANNOUNCEMENT OR ANY ANNOUNCEMENT TO THIRD
PARTIES REGARDING THE CONTENTS OF THE PLACEMENT MEMORANDUM IS
UNAUTHORISED. FAILURE TO COMPLY WITH THIS INSTRUCTION MAY RESULT IN A
VIOLATION OF APPLICABLE LAWS OF INDIA AND/OR OTHER JURISDICTIONS. THE
PLACEMENT MEMORANDUM HAS BEEN PREPARED BY THE ISSUER FOR PROVIDING
INFORMATION IN CONNECTION WITH THE PROPOSED ISSUE. THE ISSUER DOES NOT
UNDERTAKE TO UPDATE THE PLACEMENT MEMORANDUM TO REFLECT
SUBSEQUENT EVENTS AFTER THE ALLOTMENT AND THUS IT SHOULD NOT BE
RELIED UPON WITH RESPECT TO SUCH SUBSEQUENT EVENTS WITHOUT FIRST
CONFIRMING ITS ACCURACY WITH THE ISSUER.
NEITHER THE DELIVERY OF THE PLACEMENT MEMORANDUM NOR THE ISSUE OF
ANY BONDS MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CONSTITUTE
A REPRESENTATION OR CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
1CHANGE IN THE AFFAIRS OF THE ISSUER SINCE THE DATE THEREOF.
THIS ISSUE IS A DOMESTIC ISSUE RESTRICTED TO INDIA AND NO STEPS HAVE BEEN
TAKEN OR WILL BE TAKEN TO FACILITATE THE ISSUE IN ANY JURISDICTIONS OTHER
THAN INDIA. HENCE, THE PLACEMENT MEMORANDUM DOES NOT CONSTITUTE, NOR
MAY IT BE USED FOR OR IN CONNECTION WITH, AN OFFER OR SOLICITATION BY
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORISED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN
OFFER OR SOLICITATION. NO ACTION IS BEING TAKEN TO PERMIT AN OFFERING OF
THE BONDS OR THE DISTRIBUTION OF THE PLACEMENT MEMORANDUM IN ANY
JURISDICTION WHERE SUCH ACTION IS REQUIRED. THE PLACEMENT MEMORANDUM
IS NOT INTENDED FOR DISTRIBUTION TO, OR USE BY, ANY PERSON OR ENTITY IN
ANY JURISDICTION OR COUNTRY WHERE DISTRIBUTION OR USE OF SUCH
INFORMATION WOULD BE CONTRARY TO LAW OR REGULATION. PERSONS INTO
WHOSE POSSESSION THE PLACEMENT MEMORANDUM COME ARE REQUIRED TO
INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. THE
PLACEMENT MEMORANDUM IS MADE AVAILABLE TO POTENTIAL INVESTORS IN
THE ISSUE ON THE STRICT UNDERSTANDING THAT IT IS CONFIDENTIAL AND MAY
NOT BE TRANSMITTED TO OTHERS, WHETHER IN ELECTRONIC FORM OR
OTHERWISE.
TIRUCHIRAPPALLI CITY MUNICIPAL CORPORATION DOES NOT UNDERTAKE TO
UPDATE THIS PLACEMENT MEMORANDUM TO REFLECT ANY SUBSEQUENT EVENTS
SAVE AND EXCEPT TO THE EXTENT REQUIRED UNDER APPLICABLE LAW AND
REGULATIONS AND THUS PROSPECTIVE SUBSCRIBERS MUST CONFIRM THE ACCURACY
AND RELEVANCE OF ANY INFORMATION CONTAINED HEREIN WITH TIRUCHIRAPPALLI
CITY MUNICIPAL CORPORATION. HOWEVER, TIRUCHIRAPPALLI CITY MUNICIPAL
CORPORATION RESERVES ITS RIGHT FOR PROVIDING THE INFORMATION AT ITS
ABSOLUTE DISCRETION. TIRUCHIRAPPALLI CITY MUNICIPAL CORPORATION
ACCEPTS NO RESPONSIBILITY FOR STATEMENTS MADE IN ANY ADVERTISEMENT OR
ANY OTHER MATERIAL AND ANYONE PLACING RELIANCE ON ANY OTHER SOURCE OF
INFORMATION WOULD BE DOING SO AT HIS OWN RISK AND RESPONSIBILITY.
PROSPECTIVE SUBSCRIBERS MUST MAKE THEIR OWN INDEPENDENT EVALUATION AND
JUDGMENT BEFORE MAKING THE INVESTMENT AND ARE BELIEVED TO BE
EXPERIENCED IN INVESTING IN DEBT MARKETS AND ARE ABLE TO BEAR THE
ECONOMIC RISK OF INVESTING IN BONDS. IT IS THE RESPONSIBILITY OF THE
PROSPECTIVE SUBSCRIBERS TO HAVE OBTAINED ALL CONSENTS, APPROVALS OR
AUTHORIZATIONS REQUIRED BY THEM TO MAKE AN OFFER TO SUBSCRIBE FOR AND
PURCHASE THE BONDS. NOTHING IN THIS PLACEMENT MEMORANDUM SHOULD BE
CONSTRUED AS ADVICE OR RECOMMENDATION BY THE ISSUER OR BY THE MERCHANT
BANKER/ARRANGER TO THE ISSUE TO SUBSCRIBERS TO THE BONDS. THE PROSPECTIVE
SUBSCRIBERS ALSO ACKNOWLEDGE THAT THE MERCHANT BANKER/ ARRANGER TO
THE ISSUE DO NOT OWE THE SUBSCRIBERS ANY DUTY OF CARE IN RESPECT OF THIS
PRIVATE PLACEMENT OFFER TO SUBSCRIBE FOR THE BONDS. PROSPECTIVE
SUBSCRIBERS SHOULD ALSO CONSULT THEIR OWN ADVISORS ON THE IMPLICATIONS
OF APPLICATION, ALLOTMENT, SALE, HOLDING, OWNERSHIP AND REDEMPTION OF
THESE BONDS AND MATTERS INCIDENTAL THERETO.
THE ISSUER RESERVES THE RIGHT TO WITHDRAW THE PRIVATE PLACEMENT OF THE
BONDS ISSUE PRIOR TO THE ISSUE CLOSING DATE(S) IN THE EVENT OF ANY UNFORESEEN
DEVELOPMENT ADVERSELY AFFECTING THE ECONOMIC AND REGULATORY
ENVIRONMENT OR ANY OTHER FORCE MAJEURE CONDITION INCLUDING ANY CHANGE
IN APPLICABLE LAW. IN SUCH AN EVENT, THE ISSUER WILL REFUND THE APPLICATION
MONEY, IF ANY, ALONG WITH INTEREST PAYABLE ON SUCH APPLICATION MONEY, IF
ANY.
IT IS THE RESPONSIBILITY OF ALLOTTEES OF THESE BONDS TO ALSO ENSURE THAT
THEY/ IT WILL TRANSFER THESE BONDS IN STRICT ACCORDANCE WITH THIS
PLACEMENT MEMORANDUM AND OTHER APPLICABLE LAWS AND ENSURE THAT
2THE SAME DOES NOT CONSTITUTE AN OFFER TO THE PUBLIC.
WE BELIEVE OUR INTERNAL ESTIMATES FOR THE PROJECT COST AND SCHEDULE OF
IMPLEMENTATION TO BE REASONABLE, SUCH ESTIMATES MAY NOT HAVE BEEN
VERIFIED BY INDEPENDENT SOURCES FOR THE PROJECT AND NEITHER WE NOR THE
MERCHANT BANKER CAN ASSURE POTENTIAL INVESTORS AS TO THEIR ACCURACY.
NEITHER THE ISSUER, ITS COMMITTEE MEMBERS AND ITS OFFICERS, NOR ANY OF
THEIR RESPECTIVE AFFILIATES OR ASSOCIATES, MERCHANT BANKER NOR ANY OF
ITS DIRECTORS AND ITS OFFICERS 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 (ISSUE AND LISTING OF MUNICIPAL DEBT
SECURITIES) REGULATIONS, 2015, THE ISSUER, THE MERCHANT BANKER WILL
ENSURE THAT INVESTORS IN INDIA ARE INFORMED OF MATERIAL DEVELOPMENTS
BETWEEN THE DATE OF FILING THE PLACEMENT MEMORANDUM WITH SEBI AND
THE ALLOTMENT. THE ISSUER HEREBY DECLARES THAT IT HAS EXERCISED DUE
DILIGENCE TO ENSURE COMPLETE COMPLIANCE WITH PRESCRIBED DISCLOSURE
NORMS IN THE PLACEMENT MEMORANDUM.
2. DISCLAIMER CLAUSE
ONLY THOSE PERSONS TO WHOM THIS PLACEMENT MEMORANDUM HAS BEEN
SPECIFICALLY ADDRESSED ARE ELIGIBLE TO APPLY. HOWEVER, AN APPLICATION,
EVEN IF COMPLETE IN ALL RESPECTS, IS LIABLE TO BE REJECTED WITHOUT
ASSIGNING ANY REASON FOR THE SAME. THE LIST OF DOCUMENTS PROVIDED
BELOW IS ONLY INDICATIVE, AND AN INVESTOR IS REQUIRED TO PROVIDE ALL
THOSE DOCUMENTS/ AUTHORISATIONS/ INFORMATION WHICH ARE LIKELY TO BE
REQUIRED BY THE ISSUER. THE ISSUER MAY BUT IS NOT BOUND TO REVERT TO ANY
INVESTOR FOR ANY ADDITIONAL DOCUMENTS/ INFORMATION AND CAN ACCEPT OR
REJECT AN APPLICATION AS IT DEEMS FIT. INVESTMENT BY INVESTORS FALLING IN
THE CATEGORIES MENTIONED ABOVE ARE MERELY INDICATIVE AND EACH SUCH
INVESTOR IS REQUIRED TO SATISFY ITSELF ABOUT ITS ELIGIBILITY TO INVEST
UNDER APPLICABLE LAWS, REGULATIONS AND GUIDELINES. THE ISSUER DOES NOT
WARRANT THAT THEY ARE PERMITTED TO INVEST AS PER EXTANT LAWS,
REGULATIONS, ETC. EACH OF THE ABOVE CATEGORIES OF INVESTORS IS REQUIRED
TO CHECK AND COMPLY WITH EXTANT RULES/REGULATIONS/ GUIDELINES, ETC.
GOVERNING OR REGULATING THEIR INVESTMENTS AS APPLICABLE TO THEM AND
THE ISSUER IS NOT, IN ANY WAY, DIRECTLY OR INDIRECTLY, RESPONSIBLE FOR ANY
STATUTORY OR REGULATORY BREACHES BY ANY INVESTOR, NEITHER IS THE
ISSUER REQUIRED TO CHECK OR CONFIRM THE SAME.
3. DISCLAIMER CLAUSE OF THE ISSUER
THE ISSUER ACCEPTS NO RESPONSIBILITY FOR STATEMENTS MADE OTHERWISE
THAN IN THE PLACEMENT MEMORANDUM OR ANY OTHER MATERIAL ISSUED BY OR
AT THE INSTANCE OF THE ISSUER AND THAT ANYONE PLACING RELIANCE ON ANY
OTHER SOURCE OF INFORMATION WOULD BE DOING SO AT THEIR OWN RISK.
4. DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA (“SEBI”):
IT IS TO BE DISTINCTLY UNDERSTOOD THAT THIS PLACEMENT MEMORANDUM
SHOULD NOT IN ANYWAY BE DEEMED OR CONSTRUED TO HAVE 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 PLACEMENT MEMORANDUM.
5. DISCLAIMER CLAUSE OF GOVERNMENT OF TAMIL NADU
3IT IS TO BE DISTINCTLY UNDERSTOOD THAT THIS PLACEMENT MEMORANDUM
SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED TO HAVE BEEN APPROVED
BY GOVERNMENT OF TAMIL NADU. GOVERNMENT OF TAMIL NADU DOES NOT TAKE
ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY PROPOSAL
FOR WHICH THIS ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF
THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS PLACEMENT
MEMORANDUM.
6. DISCLAIMER OF THE STOCK EXCHANGE
AS REQUIRED, A COPY OF THE PRELIMINARY PLACEMENT MEMORANDUM HAS BEEN
SUBMITTED TO NSE. IT IS TO BE DISTINCTLY UNDERSTOOD THAT THE AFORESAID
SUBMISSION OR IN-PRINCIPLE APPROVAL GIVEN BY NSE VIDE ITS LETTER REF.:
NSE/LIST/9954 DATED DECEMBER 31, 2025 OR HOSTING THE SAME ON THE WEBSITE
OF NSE IN TERMS OF SEBI (ISSUE AND LISTING OF MUNICIPAL DEBT SECURITIES)
REGULATIONS, 2015 AS AMENDED FROM TIME TO TIME, SHOULD NOT IN ANY WAY
BE DEEMED OR CONSTRUED THAT THE PRELIMINARY PLACEMENT MEMORANDUM
HAS BEEN CLEARED OR APPROVED BY NSE; NOR DOES IT IN ANY MANNER
WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR COMPLETENESS OF ANY
OF THE CONTENTS OF THE PRELIMINARY PLACEMENT MEMORANDUM; NOR DOES IT
WARRANT THAT THIS ISSUER’S SECURITIES WILL BE LISTED OR WILL CONTINUE TO
BE LISTED ON THE EXCHANGE; NOR DOES IT TAKE ANY RESPONSIBILITY FOR THE
FINANCIAL OR OTHER SOUNDNESS OF THIS ISSUER, ITS MANAGEMENT OR ANY
SCHEME OR PROJECT OF THIS ISSUER.
EVERY PERSON WHO DESIRES TO APPLY FOR OR OTHERWISE ACQUIRE ANY
SECURITIES OF THIS ISSUER MAY DO SO PURSUANT TO INDEPENDENT INQUIRY,
INVESTIGATION AND ANALYSIS AND SHALL NOT HAVE ANY CLAIM AGAINST THE
EXCHANGE WHATSOEVER BY REASON OF ANY LOSS WHICH MAY BE SUFFERED BY
SUCH PERSON CONSEQUENT TO OR IN CONNECTION WITH SUCH SUBSCRIPTION
/ACQUISITION WHETHER BY REASON OF ANYTHING STATED OR OMITTED TO BE
STATED HEREIN OR ANY OTHER REASON WHATSOEVER.
7. DISCLAIMER OF THE RATING AGENCIES:
DISCLAIMER OF INDIA RATINGS AND RESEARCH PRIVATE LIMITED (“IRRPL”/
“INDIA RATINGS”)
INDIA RATINGS AND RESEARCH PRIVATE LIMITED (“INDIA RATINGS”) RELIES ON
INFORMATION OBTAINED FROM MULTIPLE SOURCES AND THERE MAY BE
INSTANCES WHERE THE INFORMATION IS NOT ACCURATE/INCOMPLETE, DESPITE
EFFORTS BEEN TAKEN TO VERIFY THE SAME. ULTIMATELY, THE ISSUER /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 RATING, INDIA RATINGS RELIES 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 MAY NOT HAVE BEEN ANTICIPATED AT THE TIME A RATING WAS ISSUED OR
AFFIRMED. IT NEEDS TO BE NOTED THAT 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 OF ANY ISSUER. CREDIT 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
4OR TAXABILITY OF PAYMENTS MADE IN RESPECT OF ANY INVESTMENT, LOAN OR
SECURITY. THE RATING AGENCY SHALL NEITHER 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 DOES NOT PROVIDE ANY
FINANCIAL, LEGAL, AUDITING, ACCOUNTING, APPRAISAL, VALUATION OR
ACTUARIAL SERVICES IN ANY MANNER. A RATING SHOULD NOT BE VIEWED AS A
REPLACEMENT FOR SUCH ADVICE OR SERVICES. INVESTORS MAY FIND OUR
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 OF CARE RATINGS LIMITED (“CARE”)
THE RATINGS ISSUED BY CARE RATINGS ARE OPINIONS ON THE LIKELIHOOD OF
TIMELY PAYMENT OF THE OBLIGATIONS UNDER THE RATED INSTRUMENT AND ARE
NOT RECOMMENDATIONS TO SANCTION, RENEW, DISBURSE, OR RECALL THE
CONCERNED BANK FACILITIES OR TO BUY, SELL, OR HOLD ANY SECURITY. THESE
RATINGS DO NOT CONVEY SUITABILITY OR PRICE FOR THE INVESTOR AND NO PART
OF THE MATERIAL SHOULD BE CONSTRUED AS AN EXPERT ADVICE OR INVESTMENT
ADVICE WITHIN THE MEANING OF ANY LAW OR REGULATION. THE RATING AGENCY
DOES NOT CONSTITUTE AN AUDIT ON THE RATED ENTITY. CARE RATINGS HAS
BASED ITS RATINGS/OUTLOOK BASED ON INFORMATION OBTAINED FROM
RELIABLE AND CREDIBLE SOURCES. CARE RATINGS DOES NOT, HOWEVER,
GUARANTEE THE ACCURACY, ADEQUACY, OR COMPLETENESS OF ANY
INFORMATION AND IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS AND THE
RESULTS OBTAINED FROM THE USE OF SUCH INFORMATION.
8. DISCLAIMER OF THE DEBENTURE TRUSTEE:
INVESTORS SHOULD CAREFULLY READ AND NOTE THE CONTENTS OF THE PLACEMENT
MEMORANDUM. EACH PROSPECTIVE INVESTOR SHOULD MAKE ITS OWN INDEPENDENT
ASSESSMENT OF THE MERIT OF THE INVESTMENT IN BONDS AND THE ISSUER.
PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN FINANCIAL, LEGAL, TAX AND
OTHER PROFESSIONAL ADVISORS AS TO THE RISKS AND INVESTMENT
CONSIDERATIONS ARISING FROM AN INVESTMENT IN THE BONDS AND SHOULD
POSSESS THE APPROPRIATE RESOURCES TO ANALYZE SUCH INVESTMENT AND
SUITABILITY OF SUCH INVESTMENT TO SUCH INVESTOR’S PARTICULAR
CIRCUMSTANCE. PROSPECTIVE INVESTORS ARE REQUIRED TO MAKE THEIR OWN
INDEPENDENT EVALUATION AND JUDGMENT BEFORE MAKING THE INVESTMENT AND
ARE BELIEVED TO BE EXPERIENCED IN INVESTING IN DEBT MARKETS AND ARE ABLE
TO BEAR THE ECONOMIC RISK OF INVESTING IN SUCH INSTRUMENTS. THE TRUSTEE
WOULD ACT AS PER THE PREVALENT SEBI GUIDELINES.
9. DISCLAIMER OF THE MERCHANT BANKER/ARRANGER:
THE ISSUER HAS AUTHORISED THE MERCHANT BANKER/ ARRANGER TO DISTRIBUTE
THIS PLACEMENT MEMORANDUM IN CONNECTION WITH THE PLACEMENT OF THE
BONDS PROPOSED TO BE ISSUED UNDER THIS ISSUE. NOTHING IN THIS PLACEMENT
MEMORANDUM CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED
STATES OR ANY OTHER JURISDICTION WHERE SUCH OFFER OR PLACEMENT WOULD BE
IN VIOLATION OF ANY LAW, RULE OR REGULATION. EACH PERSON RECEIVING THIS
PLACEMENT MEMORANDUM ACKNOWLEDGES THAT SUCH PERSON MUST READ THE
ENTIRE PLACEMENT MEMORANDUM AND THE RISK FACTORS STATED IN SECTION IV
RISK FACTORS ON PAGE NO. 19 OF THIS PLACEMENT MEMORANDUM AND RELY ON ITS
OWN EXAMINATION OF THE ISSUER AND THE MERITS AND RISKS INVOLVED IN
INVESTING IN THE BONDS. THE MERCHANT BANKER/ ARRANGER: (A) ARE NOT ACTING
AS TRUSTEE OR FIDUCIARY FOR THE POTENTIAL INVESTOR; AND (B) ARE UNDER NO
OBLIGATION TO CONDUCT ANY "KNOW YOUR CUSTOMER" OR OTHER PROCEDURES IN
5RELATION TO ANY PERSON ON BEHALF OF ANY POTENTIAL INVESTOR. NEITHER THE
MERCHANT BANKER/ ARRANGER NOR ITS RESPECTIVE AFFILIATES OR THEIR
RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, AGENTS, ADVISORS OR
REPRESENTATIVES ARE RESPONSIBLE FOR ANY DETERMINATION AS TO WHETHER
ANY INFORMATION PROVIDED OR TO BE PROVIDED TO ANY FINANCE PARTY IS NON-
PUBLIC INFORMATION THE USE OF WHICH MAY BE REGULATED OR PROHIBITED BY
APPLICABLE LAW OR REGULATION OR OTHERWISE.
THE MERCHANT BANKER/ARRANGER IS NOT ACTING AND HAVE NOT BEEN ENGAGED
TO ACT AS AN UNDERWRITER WITH RESPECT TO THE BONDS. THE MERCHANT BANKER/
ARRANGER IS AUTHORISED TO DELIVER COPIES OF THIS PLACEMENT MEMORANDUM
ON BEHALF OF THE ISSUER TO POTENTIAL INVESTORS WHICH ARE CONSIDERING
PARTICIPATION IN THE ISSUE.
THE ISSUER HAS PREPARED THIS PLACEMENT MEMORANDUM AND THE ISSUER IS
SOLELY RESPONSIBLE AND LIABLE FOR ITS CONTENTS. THE ISSUER CONFIRMS THAT
ALL THE INFORMATION CONTAINED IN THIS PLACEMENT MEMORANDUM HAS BEEN
PROVIDED BY THE ISSUER OR IS FROM PUBLICLY AVAILABLE INFORMATION, THE USE
OF WHICH ISN’T REGULATED OR PROHIBITED BY APPLICABLE LAW OR REGULATION
RELATING TO INSIDER DEALING OR OTHERWISE AND NOT BEEN INDEPENDENTLY
VERIFIED BY THE MERCHANT BANKER/ARRANGER.
THE POTENTIAL INVESTOR SHOULD CAREFULLY READ AND RETAIN THIS PLACEMENT
MEMORANDUM. HOWEVER, THE POTENTIAL INVESTORS ARE NOT TO CONSTRUE THE
CONTENTS OF THIS PLACEMENT MEMORANDUM AS INVESTMENT, LEGAL,
ACCOUNTING, REGULATORY OR TAX ADVICE, AND THE POTENTIAL INVESTORS
SHOULD CONSULT WITH THEIR OWN ADVISORS AS TO ALL LEGAL, ACCOUNTING,
REGULATORY, TAX, FINANCIAL AND RELATED MATTERS CONCERNING AN
INVESTMENT IN THE BONDS. THIS PLACEMENT MEMORANDUM IS NOT INTENDED TO
BE (AND SHOULD NOT BE USED AS) THE BASIS OF ANY CREDIT ANALYSIS OR OTHER
EVALUATION AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION BY THE
MERCHANT BANKER/ ARRANGER THAT
ANY RECIPIENT PARTICIPATES IN THE ISSUE OR ADVICE OF ANY SORT. IT IS
UNDERSTOOD THAT EACH RECIPIENT OF THIS PLACEMENT MEMORANDUM WILL
PERFORM ITS OWN INDEPENDENT INVESTIGATION AND CREDIT ANALYSIS OF THE
PROPOSED FINANCING AND THE BUSINESS, OPERATIONS, FINANCIAL CONDITION,
PROSPECTS, CREDITWORTHINESS, STATUS AND AFFAIRS OF THE ISSUER, BASED ON
SUCH INFORMATION AND INDEPENDENT INVESTIGATION AS IT DEEMS RELEVANT OR
APPROPRIATE AND WITHOUT RELIANCE ON THE MERCHANT BANKER/ARRANGER OR
ON THIS PLACEMENT MEMORANDUM.
THE MERCHANT BANKER/ARRANGER ARE ACTING FOR THE ISSUER IN RELATION TO
THE ISSUE OF THE BONDS AND NOT ON BEHALF OF THE RECIPIENTS OF THE
PLACEMENT MEMORANDUM. THE RECEIPT OF THE PLACEMENT MEMORANDUM BY
ANY RECIPIENT IS NOT TO BE CONSTITUTED AS THE GIVING OF INVESTMENT ADVICE
BY THE MERCHANT BANKER/ ARRANGER TO THAT RECIPIENT, NOR TO CONSTITUTE
SUCH A RECIPIENT A CUSTOMER OF THE MERCHANT BANKER/ ARRANGER. THE
MERCHANT BANKER/ ARRANGER IS NOT RESPONSIBLE TO ANY OTHER PERSON FOR
PROVIDING THE PROTECTION AFFORDED TO THE CUSTOMERS OF THE MERCHANT
BANKER/ARRANGER NOR FOR PROVIDING ADVICE IN RELATION TO THE BONDS.
EACH RECIPIENT OF THE PLACEMENT MEMORANDUM ACKNOWLEDGES THAT EACH
RECIPIENT HAS BEEN AFFORDED AN OPPORTUNITY TO REQUEST FROM THE ISSUER
AND TO REVIEW AND HAS RECEIVED FROM THE ISSUER ALL ADDITIONAL
INFORMATION CONSIDERED BY THE RECIPIENT TO BE NECESSARY TO VERIFY THE
ACCURACY AND THE MERCHANT BANKER/ ARRANGER SHALL NOT BE RESPONSIBLE
FOR ANY INFORMATION RECEIVED BY THE RECIPIENT OF THE PLACEMENT
MEMORANDUM OTHER THAN THE INFORMATION SET OUT HEREIN.
6THIS PLACEMENT MEMORANDUM IS FOR GENERAL INFORMATION PURPOSE ONLY,
WITHOUT REGARD TO SPECIFIC OBJECTIVES, SUITABILITY, FINANCIAL SITUATIONS
AND NEEDS OF ANY PARTICULAR PERSON. THIS PLACEMENT MEMORANDUM SHOULD
NOT BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY,
PURCHASE OR SUBSCRIBE TO ANY SECURITIES MENTIONED HEREIN.
THIS PLACEMENT MEMORANDUM IS CONFIDENTIAL AND IS MADE AVAILABLE TO
POTENTIAL INVESTORS IN THE BONDS ON THE UNDERSTANDING THAT IT IS
CONFIDENTIAL. RECIPIENTS ARE NOT ENTITLED TO USE ANY OF THE INFORMATION
CONTAINED IN THIS PLACEMENT MEMORANDUM FOR ANY PURPOSE OTHER THAN IN
ASSISTING TO DECIDE WHETHER OR NOT TO PARTICIPATE IN THE BONDS. THIS
DOCUMENT AND INFORMATION CONTAINED HEREIN OR ANY PART OF IT DOES NOT
CONSTITUTE OR PURPORT TO CONSTITUTE INVESTMENT ADVICE IN PUBLICLY
ACCESSIBLE MEDIA AND SHOULD NOT BE PRINTED, REPRODUCED, TRANSMITTED,
SOLD, DISTRIBUTED OR PUBLISHED BY THE RECIPIENT WITHOUT THE PRIOR WRITTEN
APPROVAL FROM THE MERCHANT BANKER/ARRANGER AND THE ISSUER. THIS
PLACEMENT MEMORANDUM HAS NOT BEEN APPROVED AND WILL OR MAY NOT
APPROVED BY ANY STATUTORY OR REGULATORY AUTHORITIES IN INDIA.
PLEASE NOTE THAT:
TIPSONS CONSULTANCY SERVICES PRIVATE LIMITED HAS BEEN APPOINTED AS
TRANSACTION ADVISOR AND MERCHANT BANKER CUM ARRANGER TO THE ISSUE
VIDE ENGAGEMENT LETTER DATED APRIL 04, 2024 AND ISSUE AGREEMENT
DATEDDECEMBER 24, 2025. THE MERCHANT BANKER/ ARRANGER AND/ OR ITS
AFFILIATES MAY INVEST, PURCHASE AND HOLD THE SECURITIES OF THE ISSUER AND/
OR OTHER ENTITIES RELATED TO THE ISSUER FOR THEIR OWN ACCOUNT OR FOR THE
ACCOUNTS OF THEIR CUSTOMERS AND MAY EXERCISE VOTING RIGHTS OVER.
SUCH SECURITIES AS AVAILABLE UNDER THE RESPECTIVE TRANSACTION
DOCUMENTS.
10. DISCLAIMER CLAUSE OF THE TRANSACTION ADVISOR
MERCHANT BANKER HAVE BEEN APPOINTED AS THE TRANSACTION ADVISOR IN
RESPECT OF THE ISSUE. THE ROLE OF THE TRANSACTION ADVISOR IS LIMITED TO
ADVISING THE ISSUER IN RELATION TO MARKET SCENARIOS, CO-ORDINATION WITH
EXTERNAL AGENCIES, LIAISONING WITH CREDIT RATING AGENCY ETC., IN RESPECT OF
THE DEBENTURES. IT IS THE RESPONSIBILITY OF THE ISSUER TO OBTAIN ALL
NECESSARY APPROVALS FOR THE ISSUANCE OF THE DEBENTURES. THE INVESTORS
SHOULD READ THE PLACEMENT MEMORANDUM AND TAKE THEIR OWN INFORMED
DECISION FOR INVESTMENT IN THE DEBENTURES AND IN NO WAY IS THE
TRANSACTION ADVISORS OR ANY OF ITS DIRECTORS, EMPLOYEES AND OFFICERS
RESPONSIBLE FOR ANY INVESTMENT DECISION BY PROSPECTIVE INVESTORS.
11. DISCLAIMER IN RESPECT OF JURISDICTION
ISSUE OF THESE BONDS HAVE BEEN/ WILL BE MADE IN INDIA TO INVESTORS AS
SPECIFIED UNDER PARAGRAPH K (a) (ELIGIBLE INVESTORS) OF SECTION IX: ISSUE
SPECIFIC INFORMATION ON PAGE NO. 75 OF THIS PLACEMENT MEMORANDUM, WHO
HAVE BEEN/ SHALL BE SPECIFICALLY APPROACHED BY THE ISSUER. THE PLACEMENT
MEMORANDUM IS NOT TO BE CONSTRUED OR CONSTITUTED AS AN OFFER TO SELL OR
AN INVITATION TO SUBSCRIBE TO BONDS OFFERED HEREBY TO ANY PERSON TO WHOM
IT IS NOT SPECIFICALLY ADDRESSED. ANY DISPUTES ARISING OUT OF THE BONDS AND
THE TRANSACTION DOCUMENTS (OTHER THAN THE ISSUE PROCEEDS AGREEMENT)
SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COURTS AND TRIBUNALS
AT TIRUCHIRAPPALLI. THE ISSUE PROCEEDS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF INDIA AND THE PARTIES
7SUBMIT TO THE EXCLUSIVE JURISDICTION OF COURTS AND TRIBUNALS IN MUMBAI
THE PLACEMENT MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR AN
INVITATION TO SUBSCRIBE TO THE BONDS HEREIN, IN ANY OTHER JURISDICTION TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR INVITATION IN SUCH
JURISDICTION.
FORCE MAJEURE
THE ISSUER RESERVES THE RIGHT TO WITHDRAW THE ISSUE AT ANY TIME PRIOR TO
THE ISSUE CLOSING DATE IN THE EVENT OF ANY UNFORESEEN DEVELOPMENT
ADVERSELY AFFECTING THE ECONOMIC AND/ OR REGULATORY ENVIRONMENT OR
OTHERWISE. IN SUCH AN EVENT, THE ISSUER WILL REFUND THE APPLICATION
MONEY, IF ANY, COLLECTED IN RESPECT OF THE ISSUE WITHOUT ASSIGNING ANY
REASON.
ISSUE OF DEBENTURES IN DEMATERIALISED FORM
THE DEBENTURES WILL BE ISSUED IN DEMATERIALISED FORM ONLY. THE ISSUER
HAS MADE ARRANGEMENTS WITH THE DEPOSITORIES FOR THE ISSUE OF THE
DEBENTURES IN DEMATERIALISED FORM. THE INVESTOR WILL HAVE TO HOLD THE
DEBENTURES AS PER THE PROVISIONS OF THE DEPOSITORIES ACT. THE ISSUER
SHALL TAKE NECESSARY STEPS TO CREDIT THE DEBENTURES ALLOTTED TO THE
BENEFICIARY ACCOUNT MAINTAINED BY THE INVESTOR WITH ITS DEPOSITORY
PARTICIPANT. THE ISSUER WILL MAKE THE ALLOTMENT TO INVESTORS ON THE
DEEMED DATE OF ALLOTMENT AFTER VERIFICATION OF THE APPLICATION FORM
AND THE ACCOMPANYING DOCUMENTS.
[Intentionally Left Blank]
8SECTION-II: FORWARD LOOKING STATEMENTS
Certain statements in this Placement Memorandum that are not statements of historical facts constitute
“forward looking statements”. Readers can generally identify forward-looking statements by terminology like
“aim”, “anticipate”, “intend”, “believe”, “continue”, “estimate”, “expect”, “may”, “objective”, “plan”,
“potential”, “projects”, “pursue”, “shall”, “should”, “will”, “would” or other words or phrases of similar
import. Similarly, statements regarding the Issuer’s expected financial position, planned activities and
implementation of projects are also forward-looking statements. However, these are not the exclusive means
of identifying forward-looking statements.
These forward-looking statements and any other projections contained in this Placement Memorandum
(whether made by the Issuer or any third party) are predictions and involve known and unknown risks,
uncertainties and other factors that may cause the Issuer’s actual results, performance and achievements to be
materially different from any future results, performance or achievements, expressed or implied, by such
forward looking statements or other projections.
The forward-looking statements contained in this Placement Memorandum are based on the beliefs of the
management of the Issuer, as well as the assumptions made by and information available to management as at
the date of this Placement Memorandum. There can be no assurance that the expectations will prove to be
correct. The Issuer expressly disclaims any obligation or undertaking to release any updated information or
revisions to any forward-looking statements contained herein to reflect any changes in the expectations or
assumptions with regard thereto or any change in the events, conditions or circumstances on which such
statements are based. Given these uncertainties, recipients are cautioned not to place undue reliance on such
forward-looking statements. All subsequent, written and oral, forward-looking statements attributable to the
Issuer are expressly qualified in their entirety by reference to these cautionary statements.
9SECTION-III: DEFINITIONS AND ABBREVIATIONS
Unless the context otherwise indicates or requires, the following terms shall have the meanings given below
in this Placement Memorandum.
General Terms
TERM DESCRIPTION
“TCMC” or “Issuer” or Tiruchirappalli City Municipal Corporation, constituted under Article
“Corporation” or 243Q(1)(c) of the Constitution of India, 1949 and established under the
“Tiruchirappalli City Tiruchirappalli City Municipal Corporation Act, 1994 (“TCMC Act”) as
Municipal repealed by the Tamil Nadu Urban Local Bodies Act, 1998 (“TNULB Act”) read
Corporation” or with Tamil Nadu Urban Local Bodies Rules, 2023 vide notification of Municipal
“Tiruchirappalli City Administration and Water Supply Department, Government of Tamil Nadu
Corporation” numbering G.O. MS. No. 260 dated November 22, 1993 (as confirmed vide
notification of Municipal Administration and Water Supply Department,
Government of Tamil Nadu numbering G.O. MS. No. 109 dated March 31, 1994)
“we”, “us”, “our” Unless the context otherwise requires, the Corporation or TCMC.
Issuer related Terms
TERM DESCRIPTION
AMRUT Atal Mission for Rejuvenation and Urban Transformation.
AMRUT 2.0 Atal Mission for Rejuvenation and Urban Transformation 2.0 launched by the
Hon’ble Prime Minister of India on October 1, 2021 with the aim of making
cities ‘Aatma Nirbhar’ and ‘Water Secure’.
AMRUT Incentive Pursuant to, issued by the Ministry of Housing and Urban Affairs Government
of India (MoHUA), Government of India bearing notification no. D.O. No. K-
14012/01/2022-AMRUT-IIB dated April 07, 2025, urban local bodies claiming
incentive for the first time, incentive amount of Rs. 13,00,00,000/- (Rs. Thirteen
Crores) will be given for every Rs. 100,00,00,000/- (Rupees One Hundred
Crores) of bonds issued subject to a maximum of Rs. 26,00,00,000 (Rupees
Twenty-Six Crores) per urban local body.
Applicable Law It shall mean all applicable statutes, enactments or acts of any legislative body in
India, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines,
policies, directions, directives and orders of any Governmental Authority and
any modifications or re-enactments thereof
Bond Issue Committee Committee duly formed by the Commissioner vide its letter dated November 20,
2025.
Commissioner Commissioner, Tiruchirappalli City Municipal Corporation, appointed in terms
of the TNULB Act.
Committee Member Member of the Bond Issue Committee or any other duly constituted committee
of the Corporation as mentioned in this Placement Memorandum.
Council Shall mean the Council of the Corporation as defined under Section 2(10) of the
TNULB Act.
EBS Online E-business Suite
GoT.N. Government of Tamil Nadu/State Government
GoI Government of India/ Central Government.
Head Office Head Office of TCMC at Bharathidasan Road, Cantonment, Tiruchirappalli-
620001, Tamil Nadu
MLD Million Litres per Day
MoHUA Ministry of Housing and Urban Affairs.
10TERM DESCRIPTION
MoUD Ministry of Urban Development
TCMC Act/ TCMC Tiruchirappalli City Municipal Corporation Act,1994
Act, 1994
TNULB Act, 1998 / The Tamil Nadu Urban Local Bodies Act, 1998
TNULB Act / the Act
TNULB Rules/ Rules The Tamil Nadu Urban Local Bodies Rules, 2023
Issue Related Terms
TERMS DESCRIPTION
Allotment/Allot/Allotted The issuance and allotment of the Bonds to the successful Applicants in the
Issue.
Allottee A successful Applicant to whom the Bonds are allotted pursuant to the Issue,
either in full or in part.
Applicant/Investor A person who makes an offer to subscribe to the Bonds pursuant to the terms
of the Placement Memorandum and the Application Form.
Application Form The form in terms of which the Applicant shall make an offer to subscribe to
the Bonds and which will be considered as the application for allotment of
Bonds in the Issue.
Auditor of the Director of the Local Fund Audit/ Local Fund Audit Department appointed by
Issuer/Auditors the State Government as per the Section 63 of the Tamil Nadu Urban Local
Bodies Act, 1998, for auditing the Water Supply & Underground Drainage
Fund, Revenue and Capital Fund & Elementary Education Fund.
Audited Financial Refers to audited balance sheet, the income and expenditure statement and the
Statements* cash flow statement of the Issuer of the Water Supply & Underground
Drainage Fund, Revenue and Capital Fund & Elementary Education Fund for
the Financial Years ending March 31, 2023 and March 31, 2024 audited by
Local Fund Audit, Tiruchirappalli City Municipal Corporation.
Audited consolidated financial statements for Financial Year ending on March
31, 2025 which consolidates the financial information of Water Supply &
Underground Drainage Fund, Revenue and Capital Fund & Elementary
Education Fund audited by External Auditors i.e. R. Thangamaharaja & Co.,
Chartered Accountants.
While the audit is conducted for books of accounts and financial statements of
the funds, for the purpose of the Issue, the consolidated Financial Information
comprising the Abridged Balance Sheet, Income and Expenditure Statements
and Cash Flow Statements for the year ended March 31, 2023 March 31, 2024
(collectively, with the audited consolidated financial statements for the
financial year ended March 31, 2025 the “Financial Information”) has been
prepared and have been examined by Independent Chartered Accountants to
the Issue. Please refer Note on Audited Financial Statements*
AY Assessment Year
Banker to the Issue HDFC Bank Limited
Beneficial Owner(s) Bondholder(s) holding Bond(s) in dematerialized form (Beneficial Owner of
the Bond(s) as defined in clause (a) of sub-section (1) of Section 2 of the
Depositories Act, 1996).
Bid Closing Date/ Issue As is set out in the Issue Schedule above.
Closing Date
Bid Opening Date/ Issue As is set out in the Issue Schedule above.
Opening Date
Bonds/ Municipal Bonds Up to 10,000 (Ten Thousand) Secured, non-convertible, listed, rated,
redeemable, taxable bonds in the nature of Debentures, of face value of Rs. 1
Lakh each, by Tiruchirappalli City Municipal Corporation, proposed to be
listed on NSE for the purpose as mentioned in Section VII: Objects of the Issue
on page no. 56 of this Placement Memorandum.
11TERMS DESCRIPTION
Bondholder(s) Any person or entity holding the Bonds and whose name appears in the list of
Beneficial Owners provided by the Depositories.
Calendar Year Each period of twelve (12) months commencing on January 1 and ending on
December 31.
CDSL Central Depository Services (India) Limited.
Continuous disclosures Continuous disclosures and compliances by listed entities in accordance with
and compliances by listed circular dated June 19, 2017 and bearing reference no. CIR/IMD/DF1/60/2017
entities read with the circular dated November 13, 2019 bearing reference No.
SEBI/HO/DDHS/CIR/P/134/2019 and as amended from time to time.
Coupon/ Interest Payment As mentioned in the Summary Term Sheet.
Date
Debenture Trust Deed Deed to be executed by and between the Debenture Trustee and the Issuer in
respect of the Bonds.
Debenture Trustee Trustee for the Bond Holders, in this case being Catalyst Trusteeship Limited,
a company incorporated under the provisions of the Companies Act, 1956 and
having its registered office at GDA House, First Floor, Plot No. 85, S. No. 94
& 95, Bhusari Colony (Right), Kothrud, Pune, Maharashtra- 411038.
Debenture Trustee Agreement dated December 22, 2025 executed by and between the Debenture
Agreement Trustee and the Issuer for the purposes of appointment of the Debenture
Trustee to act as the debenture trustee in connection with the issuance of the
Bonds.
Debenture Trustee Securities and Exchange Board of India (Debenture Trustees) Regulations,
Regulations 1993, as amended from time to time.
Debt Securities Non-convertible debt securities which create or acknowledge indebtedness
and include debentures, bonds and such other securities of a body corporate or
any statutory body constituted by virtue of a legislation, whether constituting
a charge on the assets of the Issuer or not but excludes security bonds issued
by the Government or such other bodies as may be specified by SEBI, security
receipts and securitized debt instruments.
Deemed Date of The date of allotment of the Bonds with effect from which all benefits under
Allotment the Bonds including interest on the Bonds shall be available to the Bond
holder(s). The actual allotment of Bonds (i.e., approval from the Council
Resolution or a Committee thereof) may take place on a date other than the
Deemed Date of Allotment.
Depositories Act The Depositories Act, 1996, as amended from time to time.
Depository Participant A Depository Participant as defined under the Depositories Act.
Depository(ies) A Depository registered with SEBI under the SEBI (Depositories and
Participants) Regulations, 1996, as amended from time to time, in present case,
being NSDL & CDSL.
Designated Stock Exchange National Stock Exchange of India Limited / NSE
DP Depository Participant.
DSRA Amount The amounts lying in, or credited into, the Interest Payment Account from time
to time towards maintenance of the Required DSRA Amount.
DSRA Amount Shortfall The amounts utilised from the Interest Payment Account (being the whole or
a portion of the Required DSRA Amount) to fund the shortfall in the Interest
Payment Account for the discharge of the Coupon payable on any Coupon
Payment Date.
DTAA Double Taxation Avoidance Agreement
Due Date Any date or dates on which the Debenture Holder(s) are entitled to any
payments in relation to the Bonds, which shall include, without limitation, the
Coupon Payment Date(s) and the Maturity Date.
EBP Electronic Bidding Platform as provided by the Stock Exchange(s) for bidding
by Eligible Investors.
12TERMS DESCRIPTION
NSE electronic book platform is being used for participating in electronic book
building mechanism.
Escrow Account The bank account opened by the Issuer with the Escrow Bank for the deposit
of Tax Income, inter alia, property tax, water charges and vacant site tax (VST)
charges by the Issuer in the Collection Accounts for onward transfer to the
Interest Payment Account and the Sinking Fund Account and for servicing of
the Bonds, as per the requirements of (a) the SEBI circular in relation to
‘Continuous disclosures and compliances by listed entities under SEBI (Issue
and Listing of Municipal Debt Securities) Regulations, 2015’ dated November
13, 2019 bearing reference no. SEBI/HO/DDHS/CIR/P/134/2019, as
amended/modified and supplemented from time to time, which account is
operated in the manner and upon the terms and conditions provided for in the
Escrow Agreement.
Escrow Agreement The agreement dated January 30, 2026 entered into by and between
Tiruchirappalli City Municipal Corporation, Catalyst Trusteeship Limited and
HDFC Bank Limited (in its capacity as the Escrow Bank) with respect to the
Escrow Account, the Interest Payment Account and the Sinking Fund
Account.
Escrow Bank HDFC Bank Limited, being the escrow banker for the purposes of opening of
Escrow Account, Interest Payment Account and the Sinking Fund Account.
External Auditors M/s. R. Thangamaharaja & Co., Chartered Accountants being appointed as the
External Auditors for the purpose of conducting the audit of the consolidated
financial statements of the Issuer for the financial year ended March 31, 2025,
in accordance with the Letter No. 36/MA.2/2025-1 Dated January 23, 2025
issued by Municipal Administration and Water Supply Department,
Government of Tamil Nadu.
EWS Economically Weaker Sections
Financial Year/ FY Period of twelve months beginning from April 1 of a calendar year and ending
on March 31 of the subsequent calendar year.
GIR General Index Registration Number.
GPS Global Positioning System
GST Goods and Service Tax
I.T. Act The Income Tax Act, 1961, as amended from time to time
Independent Chartered M/s. Arun and Sujatha, Chartered Accountants being appointed as the
Accountants to the Issue Independent Chartered Accountants to the Issue for issuance of examination
report, statement of tax benefits and other certificates and reports for the
purpose of the Issue.
Interest Payment Account The bank account opened by the Issuer with the Escrow Bank which shall be
/IPA (i) the account from which the interest payments on the Bonds will be serviced
and (ii) the account in which the Required DSRA Amount will also be
maintained, as per the requirements of the SEBI circular in relation to
‘Continuous disclosures and compliances by listed entities under SEBI (Issue
and Listing of Municipal Debt Securities) Regulations, 2015’ dated November
13, 2019 bearing reference no. SEBI/HO/DDHS/CIR/P/134/2019, as
amended/modified and supplemented from time to time, and operated by the
Debenture Trustee in the manner and upon the terms and conditions provided
for in the Escrow Agreement.
Issue Agreement Agreement dated December 24, 2025 entered between the Issuer and the
Merchant Banker/Arranger to the Issue in relation to the Issue.
Issue Proceeds Account The bank account opened by the Issuer with the Banker to the Issue for
proceeds received from the Issue, in the manner and upon the terms and
conditions provided for in the Issue Proceeds Agreement.
Issue Proceeds The Agreement dated January 30, 2026 executed amongst the Issuer, the
Agreement Banker to the Issue, Registrar and the Merchant Banker in relation to the
operation of the Issue Proceeds Account.
IT Information Technology
13TERMS DESCRIPTION
Majority Debenture The Debenture Holders holding an aggregate amount representing not less
Holders than 75% (Seventy Five Percent) of the value of the nominal amount of the
Bonds for the time being outstanding.
Merchant Banker/ Tipsons Consultancy Services Private Limited
Arranger and Transaction
Advisor to the Issue
Minimum Balance In any period expiring on the transfer date it shall mean the amount required
to be transferred to the Interest Payment Account and Sinking Fund Account
at the end of such month on the terms as particularly set out in the Debenture
Trust Deed.
MPS Main Pumping Station
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
NSECL NSE Clearing Limited
NSE EBP Guidelines “Operating Guidelines for NSE Electronic Bidding Platform” as last updated
on November 17, 2025 and as amended/modified from time to time. The link
for NSE EBP Guidelines as available on NSE website is
www.nseindia.com/static/products-services/about-electronic-bidding-
platform/operating-guidelines
Objects of the Issue The objects for which the proceeds of the Issue shall be used by the Issuer,
more particularly described in Section VII: Objects of the Issue on page no. 56
of this Placement Memorandum.
O&M Operation and Maintenance
PAN Permanent Account Number
Pay-In Date The date on which the Bond Holders have remitted the subscription monies
for the Bonds, as per the terms of this Placement Memorandum.
Permitted Investments Shall mean:
The funds lying credited in the Escrow Account (to the extent of the Minimum
Balance), Interest Payment Account (including the DSRA Amount) can be
kept in fixed deposits with any scheduled commercial bank with a dual rating
of AA+ or above. However, the conditions of the fixed deposits shall not
restrict premature withdrawal from the fixed deposit. The lien shall be created
in favour of Debenture Trustee on all the investments made in terms hereof.
The Issuer shall ensure that funds lying in the escrow accounts shall be
invested in accordance with the SEBI Municipal Debt Regulations and SEBI
Circulars issued thereunder and the Tamil Nadu Urban Local Bodies Act, 1998
and Rules made thereunder to the extent applicable.
The funds lying to the credit of Sinking Fund Account can be deposited in such
instruments which may be permitted both in terms of the SEBI Circulars and
the Tamil Nadu Urban Local Bodies Act, 1998 and Rules made thereunder to
the extent applicable. The lien shall be created in favour of the Debenture
Trustee on all the investments made in terms hereof.
Placement Memorandum The placement memorandum dated February 02, 2026 being filed with SEBI
/ PM and Stock Exchange through which this proposed Issue will be made.
PMAY Pradhan Mantri Awas Yojana
Preliminary Placement This preliminary placement memorandum dated December 29, 2025 filed with
Memorandum/PPM SEBI and NSE.
Project Construction of Wholesale and Retail Market at Old Madurai Road in
Panjappur
Project Consultants Project Consultant being Vistar AEC Consultants LLP for the Project
14TERMS DESCRIPTION
Project Sustainability Shall mean a Grant Fund of Government of Tamil Nadu and managed by
Grant Fund Amount / Tamil Nadu Urban Infrastructure Financial Services Limited (TNUIFSL) shall
PSGF Amount) create a term deposit in the name of “Project Sustainability Grant Fund”
equivalent of Rs. 10.40 crore as Credit Enhancement Facility under World
Bank assisted Tamil Nadu Climate Resilient Urban Development Program and
funds available in PSGF under Credit Enhancement Facility. The proceeds of
the bond issue should be used for the “Construction of Wholesale and Retail
Market at Old Madurai Road in Panjappur” being the Project for which the
funds are being raised by the Issuer.
The Debenture Trustee (on behalf of bond holders) shall have First &
Exclusive charge over the Project Sustainability Grant Fund Amount term
deposit created for this bond issue.
The said term deposit amount shall be created in the name of PSGF by PSGF
with the Trustee Banker / Escrow Banker of the Bond Issue once the date of
the issue of bond is finalized but, in any case, no later than one day before the
pay-in/allotment of bonds. The said term deposit shall be kept as cash
collateral in the form of security for bondholders for servicing of the bonds
during the entire tenor of the bonds & lien marked with the Bond / Debenture
Trustee. The Escrow Banker (on the instructions of the Bond / Debenture
Trustee) will utilize the PSGF Amount (i) in the case of insufficient funds in
the Issuer’s Escrow Account / Interest Payment Account / Sinking Fund
Account as per timelines indicated under the Structured Payment Mechanism
in the Term Sheet and (ii) In case of occurrence of payment default or event
of default, the PSGF Amount shall be utilized for meeting all the outstanding
interest and principal obligations to the bond holders.
1.1 In the case of utilization of PSGF Amount, the PSGF Amount utilized shall be
recouped by the Issuer within a period of 90 days from the date of utilization.
This arrangement will continue till the bond is paid in full to the Bond holders.
The PSGF term deposit will be an interest-bearing deposit and PSGF will have
charge over the interest income.
Property Tax Shall mean property tax or any tax levied in place of property tax as per Rule
255 of the Tamil Nadu Urban Local Bodies Rules, 2023.
Record Date As mentioned in the Summary Term Sheet.
Registrar Registrar to the Issue, in this case being, Cameo Corporate Services Limited a
company incorporated under the Companies Act, 1956 having registered
office at Subramanian Building No.1, Club House Road, Chennai, Tamil
Nadu- 600002, India.
Required DSRA Amount An amount equal to three (3) semi-annual interest payments for bonds which
is required to be paid by the Issuer in respect of the Bonds to be maintained
throughout the tenure of the Bonds in the Interest Payment Account which also
complies with the requirements of the debt service reserve amount to be
maintained as per the SEBI circular in relation to ‘Continuous disclosures and
compliances by listed entities under SEBI (Issue and Listing of Municipal
Debt Securities) Regulations, 2015’ dated November 13, 2019 bearing
reference No. SEBI/HO/DDHS/CIR/P/134/2019 as amended from time to
time.
Rs./INR/ ₹ Indian National Rupee
RTGS Real Time Gross Settlement
SCADA Supervisory Control and Data Acquisition
SCORES SEBI Complaints Redress System
SEBI The Securities and Exchange Board of India, constituted under the SEBI Act,
1992.
15TERMS DESCRIPTION
SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to
time.
SEBI Electronic Book The guidelines issued by SEBI and pertaining to the EBP Platform set out in
Mechanism Chapter VI by SEBI in its Master Circular dated October 15, 2025 bearing
Guidelines/SEBI EBP reference number SEBI/HO/DDHS/DDHS-PoD/P/CIR/2025/0000000137
Guidelines titled Master Circular for issue and listing of Non-convertible Securities,
Securitised Debt Instruments, Security Receipts, Municipal Debt Securities
and Commercial Paper as may be amended, clarified or updated from time to
time.
SEBI Master Circular for SEBI Master Circular for Debenture Trustees bearing reference number
Debenture Trustees SEBI/HO/DDHS-PoD-1/P/CIR/2025/117 dated August 13, 2025, as may be
amended, clarified or updated from time to time
SEBI Master Circular/ SEBI Master Circular for issue and listing of Non-convertible Securities,
Master Circular Securitised Debt Instruments, Security Receipts, Municipal Debt Securities
and Commercial Paper dated October 15, 2025 bearing reference number
SEBI/HO/DDHS/DDHS-PoD/P/CIR/2025/0000000137 as may be amended,
clarified or updated from time to time.
SEBI Municipal Debt Securities and Exchange Board of India (Issue and Listing of Municipal Debt
Regulations/ SEBI Securities) Regulations, 2015, as amended from time to time and related
ILMDS circulars, notifications, guidance notes as issued by the Securities and
Exchange Board of India.
Secured Obligations All obligations at any time due, owing or incurred by the Issuer to the
Debenture Trustee and the Bond Holders in respect of the Bonds and shall
include, without limitation, the obligation to redeem the Bonds in terms thereof
including payment of the Coupon on the Coupon Payment Dates, the
Redemption Amounts on the relevant due dates together with any Default
Interest (if any), any outstanding remuneration of the Debenture Trustee and
all fees, costs, charges and expenses payable to the Debenture Trustee and
other monies payable by the Issuer in respect of the Bonds under the
Transaction Document
Security Shall mean security for the Bonds being issued as set out in the Summary Term
Sheet.
Sinking Fund Account / The bank account opened by the Issuer with the Escrow Bank and operated by
SFA the Debenture Trustee in the manner and upon the terms and conditions
provided for in the Escrow Agreement.
Stock Exchange National Stock Exchange of India Limited
Structured Payment Shall mean mechanism as set out in the Summary Term Sheet.
Mechanism
STP Sewerage Treatment Plant
Tax Income Tax Income shall mean and include the Property Tax, Water Charges and
Vacant Site Tax (VST) Charges
TUIFSL Tamil Nadu Urban Infrastructure Finance Service Limited
TUFIDCO Tamil Nadu Urban Finance and Infrastructure Development Corporation
Limited
TDS Tax Deducted at Source
The Issue/the Offer/ Private Private Placement of upto 10,000 (ten thousand) secured, non-convertible,
Placement listed, rated, redeemable, taxable municipal bonds in the nature of debentures
of face value of Rs. 1 Lakh each, for cash, amounting upto Rs. 100 Crore
(“Municipal Bonds”/ “Bonds”/ “Debentures”) by Tiruchirappalli City
Municipal Corporation, proposed to be listed on NSE.
TNU-ePS Tamil Nadu Urban Electronic Payment System
Tripartite Agreements Tripartite agreement amongst the Corporation, Registrar to the Issue, and
CDSL dated December 18, 2025 and Tripartite agreement between the
Corporation, Registrar to the Issue, and NSDL dated December 19, 2025.
Transaction Documents The documents executed in relation to or which are relevant to the Issue
including the Preliminary Placement Memorandum, the Placement
Memorandum along with all annexures, the Issue Agreement, Registrar and
16TERMS DESCRIPTION
Transfer Agent Agreement, the Issue Proceeds Agreement, the Debenture
Trustee Agreement, the Escrow Agreement, the Debenture Trust Deed, the
Deed of Hypothecation, the Tripartite Agreements with NSDL and CDSL and
any other agreement or document designated as such by the Debenture Trustee
(acting on the instructions of the Majority Debenture Holders).
ULB Urban Local Body
VST Vacant Site Tax
‘Working Day’/ ‘Working Day’ means all days on which commercial banks in Tiruchirappalli
‘Business Day’ are open for business. If the date of payment of coupon/redemption of principal
does not fall on a Working Day, the payment of coupon/principal shall be
made in accordance with SEBI Master Circular dated October 15, 2025
bearing reference SEBI/HO/DDHS/DDHSPoD/P/CIR/2025/0000000137, as
amended from time to time.
If any of the Coupon Payment Date(s), other than the ones falling on the
Redemption Date, falls on a day that is not a Working Day, the payment shall
be made by the Issuer on the immediately succeeding Working Day, which
becomes the coupon payment date for that coupon. However, the future
coupon payment date(s) would be as per the schedule originally stipulated at
the time of issuing the Bonds. In other words, the subsequent coupon payment
date(s) would not be changed merely because the payment date in respect of
one particular coupon payment has been postponed earlier because of it having
fallen on a non- Working Day.
If the Redemption Date or Maturity Date of the Bonds falls on a day that is not
a Working Day, the redemption amount shall be paid by the Issuer on the
immediately preceding Working Day which becomes the new redemption
date, along with interest accrued on the Bonds until but excluding the date of
such payment.
Payment of coupon/interest will be subject to the deduction of tax as per
Income Tax Act, 1961 (if applicable) or any statutory modification or re-
enactment thereof for the time being in force.
*Note on the Audited Financial Statements
As per the Section 63 (1) of the Tamil Nadu Urban Local Bodies Act, 1998, the State Government shall appoint
auditors for auditing the accounts of receipt and expenditure of the municipal fund and as per the Tamil Nadu
Urban Local Bodies Rules, 2023, all the accounts of the municipality shall be audited by the Director of Local
Fund Audit.
The Audited financial statements (comprising of Water Supply & Underground Drainage Fund, Revenue and
Capital Fund & Elementary Education Fund) for financial years ended March 31, 2023 & March 31, 2024
have been prepared by the Management of the Issuer and are audited by the Joint Director of Local Fund
Audit as per the Tamil Nadu Urban Local Bodies Act, 1998 and Rules made thereunder, pursuant to their
Audit Reports dated May 31, 2024 and January 30, 2025 respectively.
As per the Section 63 (2) of the Tamil Nadu Urban Local Bodies Act, 1998, the State Government may for any
special reason to be recorded in writing by an order cause the account of municipal to be audited by a qualified
auditor for one or more years.
The audit of financial statement (comprising of Water Supply & Underground Drainage Fund, Revenue and
Capital Fund & Elementary Education Fund) for the year ended March 31, 2025, by Joint Director of Local
Fund Audit /Local Audit Department is under process, and the audit process may not be completed prior to
the listing of Bonds.
Therefore, for the purpose of this Issue, Tiruchirappalli City Municipal Corporation, in terms of letter No.
36/MA.2/2025-1 Dated January 23, 2025 received from the Municipal Administration and Water Supply
17Department of Government of Tamil Nadu, had appointed the M/s. R. Thangamaharaja & Co., Chartered
Accountants vide engagement letter dated August 07, 2025, to consolidate the funds maintain by the
Corporation, complete the audit for the financial year ended March 31, 2025 and assist to certify the audited
accounts specifically for municipal bond issue purpose.
Accordingly, M/s R. Thangamaharaja & Co., Chartered Accountants have consolidated the fund of the
corporation and audited the financial statements for the year ended March 31, 2025 and have issued Audit
Report dated August 25, 2025
While the audit for the financial years ended March 31, 2024 and March 31, 2023 has been conducted for
books of accounts and financial statements of the funds, for the purpose of the Issue, the consolidated Financial
Information (which consolidates the financial information derived from audited financial statements of
Revenue and Capital Fund, Water Supply & Drainage Fund and Elementary Education Fund) comprising the
Abridged Balance Sheet, Income and Expenditure Statements and Cash Flow Statements for the financial
years ended March 31, 2024 and March 31, 2023 have been prepared by M/s. R. Thangamaharaja & Co.,
Chartered Accountants in terms of the requirements of the proposed Issue.
[Intentionally Left Blank]
18SECTION-IV: RISK FACTORS
An investment in the Bonds involves a certain degree of risk. The risk factors set forth below do not purport
to be complete or comprehensive in terms of all the risk factors that may arise in connection with the Issuer’s
business or any decision to purchase, own or dispose of the Bonds. Prospective investors should carefully
consider the risks and uncertainties described below, in addition to the other information contained in this
Placement Memorandum before making any investment decision relating to the Bonds.
The prospective Investors should consult their own tax, financial and legal advisors about the risks associated
with investment and suitability of investment in such bonds. Investment in these Bonds include a degree of risk
and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their
investment in debentures. For taking an investment decision, investors must rely on their own examination of
the Issue, the Issuer and this Placement Memorandum including the risks mentioned below. The Bonds have
not been recommended or approved by the SEBI, nor does SEBI guarantee the accuracy or adequacy of this
Placement Memorandum.
This Placement Memorandum contains statements that involve risk and uncertainties. The Issuer’s actual
results could differ materially from those anticipated as a result of several factors, including the
considerations described below and elsewhere in this Placement Memorandum.
Unless otherwise indicated, the financial information included herein is based on the Issuer’s financial
statements as included in paragraph I (Abridged Balance Sheet, Income and Expenditure and Cash Flow
Statement for the last three years with major heads) of Section X: Financial Information on page no. 92 of this
Placement Memorandum.
Investors are advised to read the following risk factors carefully before making an investment in the Bonds
offered in this Issue. The order 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 must rely
on their examination of the Issuer and this Issue, including the risks and uncertainties involved.
If any of the following stated risks or other risks that are not currently known or are now deemed immaterial
actually occur, the Issuer’s business, financial conditions, implementation of projects could suffer and,
therefore, the value of the Issuer’s Bonds could decline and/ or the Issuer’s ability to meet its obligations in
respect of the Bonds could be affected. Potential investors should perform their own independent investigation
of the financial condition and affairs of the Issuer, and their own appraisal of the creditworthiness of the
Issuer.
Please note that unless specified or quantified in the relevant risk factors, the Issuer is not in a position to
quantify the financial or other implications of any risk mentioned herein below:
INTERNAL RISK FACTORS
Projects Risk and Internal Risks
1. We intend to utilize the Issue proceeds for the Project which is subject to the risk of unanticipated
delays in implementation and cost overruns. Any such unanticipated delays in implementation and
cost overruns of the Projects may have an adverse impact on our operations, reputation and cash
flows.
We intend to utilize the Issue proceeds for Construction of Wholesale and Retail Market at Old Madhurai
Road in Panjappur ("Project").
The Project is proposed to be financed through Issue proceeds of this Issue and internal accruals/ grants
to be received by the Corporation as per the approved funding pattern. There can be no assurance that
we will be able to complete these Project within estimated time and cost without any cost overruns.
19The Issuer has obtained certificates from Vistar AEC Consultants LLP dated December 29, 2025 and
January 21, 2026 regarding the proposed Project details, current status, costs, schedule of
implementation, benchmarks of the project etc. There can be no assurance that we will be able to
complete the Project within the estimated time and cost without any cost overruns. The work orders have
already been issued for implementation of the Project and the work is under process.
Although the Issuer is taking all reasonable steps to ensure timely execution, there can be no assurance
despite best efforts of the Issuer, that the proposed Project will be completed as planned or on schedule,
and if it is not completed in a timely manner, or at all, our budgeted costs for the Project may be
insufficient to meet our proposed capital expenditure requirements towards the Project.
There is also a possibility that the implementation of the Project might get delayed due to various factors
including workforce issues, public agitation, non-availability of approvals/ no objection certificates, or
delays because of third party contractors and other external factors. In case of any delay due to unforeseen
circumstances that are beyond Issuer’s control, the cost over-run due to such delay, shall be addressed
through the Issuer’s internal accruals of the Issuer including grants from GOI/GoT.N. and budgetary
support or reallocations, in accordance with applicable laws and approvals.
The Schedule of Implementation of the Project along with the timelines stated therein are indicative
based on the current progress of the Project and the Physical Target and Financial Target for activities is
as per the certificates dated December 29, 2025 and January 21, 2026 of the Project Consultant for
implementation of the Project. There can be no assurance that despite best efforts, the proposed Project
will be completed as planned or on schedule, and if it is not completed in a timely manner, or at all, and
any delay due to unforeseen circumstances that are beyond Issuer’s control could have an adverse impact
on our operations, reputation and cash flows.
2. Any inability to obtain, renew or maintain the statutory and regulatory permits and approvals
which are required for construction and operation of the Project may have a material adverse
effect on our ability to complete the projects on a timely basis or at all. Any failure to successfully
complete the Project on a timely basis may have an adverse impact on our reputation, operations
and cash flow.
We may be required to obtain certain approvals and permissions for undertaking the Project. Presently,
there are no approvals required to be obtained by the Corporation except Environmental Clearance and
Fire NOC which have been obtained and Building Plan approval which is in process of being applied by
the Issuer and are required to be obtained before completion of the Project and as disclosed in the Section
titled “Objects of the Issue” on page no. 56 of this Placement Memorandum. However, in future there
may be requirement of other approvals/NOCs for the Project and we undertake to acquire all relevant
regulatory approvals for the Project, as and when relevant, to ensure timely implementation and progress
of the Project.
Further, the Issuer may be unable to obtain such approvals/consents (if so required) or renew such
approvals within the stipulated time. Additionally, any historical or future failure to comply with the
terms and conditions of the existing regulatory or statutory approvals may cause the Issuer to lose or
become unable to renew such approvals. Any delay in obtaining or renewing approvals, as applicable, in
a timely manner may delay the completion of the Project in accordance with the Schedule of
Implementation which may in turn adversely impact our reputation, operations and cash flows.
3. We are involved in number of litigations & adverse decisions in the same may impact our working
and operational efficiency.
We are party to various legal proceedings and have received notices from certain statutory authorities.
These legal proceedings are pending at different levels of adjudication before various courts, tribunals,
statutory and regulatory authorities, and if determined against the Issuer, could have impact on the
business, implementation of projects, income and the financial condition of the Issuer. A summary of
pending proceedings involving Issuer are as follows:
Matters related to Direct and Indirect Taxes against the Issuer
20S. No. Nature Number of Cases Amount Involved
(Rs. in Crores)
Direct Tax
1. E-proceedings Nil Nil
2. TDS* 1 0.001
Indirect Tax
3. GST 7 73.68
4. Property Tax** 5 1.27
Non-Payment of statutory Dues
5. VAT Payable - 0.15
6. Service Tax Payable 0.07
7. Payable to CMDA/LPA 2.80
8. EPF Recoveries Payable 1.83
9. Library Cess - Payables 31.48
10. Centage Charges – Payable 5.90
*Source: https://www.tdscpc.gov.in/app/login.xhtml?usr=Ded. Status as on February 02, 2026.
** To the extent quantifiable excluding interest and penalty thereon.
Criminal Litigations involving the Issuer
The total number of cases involving pending cases against the Issuer and filed by the Issuer have been
disclosed in the section Legal and Other Information. Since the nature of the case is criminal, there is
no amount involved.
Actions by Regulatory and Statutory Authorities
The details of all the actions by Regulatory and Statutory Authorities have been disclosed in the
“Section-XI- Legal and Other Information” on page no. 110 of the Placement Memorandum.
Other Civil Litigation
The details of all the individual civil litigations above the materiality threshold have been disclosed
in the “Section-XI- Legal and Other Information” on page no. 110 of the Placement Memorandum.
No assurances can be given as to whether these legal proceedings will be decided in the Issuer’s favour
or have no adverse outcome, nor can any assurance be given that no further liability/ loss will arise out
of such legal proceedings. The details of outstanding material litigations involving the Issuer which are
based on the Materiality Policy of the Issuer are set out in “Pending Litigations and Material
Developments” of Section-XI Legal and Other Information on page no. 110 of this Placement
Memorandum.
4. Leakage of tax collections may affect volume of collections and inflows which may have an adverse
impact on the grants the Issuer receives from GoI/GoT.N. and accumulation of funds for future
development, and on the Issuer's future execution capabilities and revenue collections.
The tax collections are primarily dependent on the integrity of tax/ charges collection systems and any
leakage in the same due to fraud or technical faults affects the Issuer’s collections and inflows and may
have an adverse impact on accumulation of funds for future development, resulting in reduction of the
Issuer’s future execution capabilities.
If the tax collection is not properly monitored, such tax leakages may reduce the Issuer’s revenue.
Although the Issuer has systems in place to minimise leakages due to fraud and pilferage by adopting
various reforms towards digitisation of payment of tax and other services including providing facility for
online payment of Property Tax through Tamil Nadu Urban Electronic Payment System (TNU-ePS). The
Issuer is also integrating Town Planning compliance and Property Tax/Revenue compliance through a
common digital platform by leveraging the TNU-ePS portal which will enable filtered, real-time sharing
of building permission and completion-related information on newly constructed properties in
Tiruchirappalli City with the Revenue Department which is expected to improve identification of new
properties for assessment and support timely and efficient revenue collection. However, any significant
failure by the Issuer to control leakage in the collection systems, though not quantifiable monetarily,
could have a material adverse effect on the Issuer’s operations and prospects. Further, any leakage in the
21collections resulting in avoidance of payment of taxes/ charges, may also adversely affect the Issuer’s
operations. Further, there may be situations where the tax/ charges collection is disrupted or halted due
to public agitation which may result in lesser revenue collection by the Issuer. Any such disruption or
stoppage of tax/ charges collection will adversely affect the Issuer’s revenue collections.
5. Our Auditors and External Auditors have highlighted few qualifications/observations/ remarks in
their audit reports relating to our audited financial statements
Our Auditors and External Auditors have issued a qualified opinion pursuant to their audit reports dated
January 30, 2025 and for FY 2023-24; and May 31, 2024 for FY 2022-23. Further for FY 2024-25 R.
Thangamaharaja & Co., Chartered Accountants being the External Auditors appointed by Municipal
Administration and Water Supply Department of Government of Tamil Nadu, have issued a qualified
opinion pursuant to their audit report dated August 25, 2025 on the consolidated financial statements for
FY 2024-25.
The key qualifications/observations highlighted in the Audit Reports for the preceding three financial
years are as follows:
Local Fund Audit Qualification – 2022-23
1. Accounts for FY 2022-23 were submitted on 24-04-2024, against the statutory deadline of 30-
06-2023. It is Violation of Section 7(1) of Tamil Nadu Local Fund Audit Act, 2014.
2. Tiruchirappalli City Municipal Corporation- Administrative Report for the year 2022-2023 not
sent to Govt of Tamil Nadu.
3. Demand Register for the following items of revenues Demand were not properly maintained:
a. Annual rent on the “Cable TV wires” carrying in the Electric Posts
b. The “Optical Fibre Cable” – “Track rent” details, files, registers and the Demand,
collection details are to be maintained properly
4. Advances under supplier advances and other heads amounting to ₹151.91 lakhs remained
unsettled for a long period as on 31-03-2023.
5. Capital Project Work-in-Progress amounting to ₹76,520.22 lakhs was shown in the balance
sheet. Completed works were not assetised and details were not furnished to audit
6. Contribution payable to Tiruchirappalli Local Planning Authority amounting to ₹270.92 lakhs
was not paid during the year 2022-2023
7. Library Cess amounting to ₹240.82 lakhs collected was not remitted to the District Library
Authority.
8. Demand, Collection and Balance schedules and connected registers required under Rule 7(a) of
the Tamil Nadu Local Fund Audit Act were not annexed and submitted within the prescribed
time.
9. Contributory Pension Scheme- Fund –Not Properly maintained in UTIS software:
a. As of 31/03/2023, a total of 1172 employees in the Tiruchirappalli Municipal
Corporation are availing benefits under the Contributory Pension Scheme. The accounts
and records for these employees are being maintained both manually through registers
and digitally through the computer system. Steps should be taken to ensure that all these
details are maintained exclusively in the computer system.
b. In Tiruchirappalli corporation” in the audit period 2022-2023 the details of the amount
deducted from the employees and management’s contribution amounts were remitted
to Govt. accounts, were not produced for audit
10. General Provident fund Accounts were not maintained in computers
11. Grants
a. The project implementation details regarding the works carried out with the grant
received during the audit year are mentioned as follows. The unspent grant amount at
the end of the audit year has been verified as utilized in the subsequent financial year.
The works in progress should be completed and properly assetized in accordance with
the procedures
b. The grant headings in the table with no change in the opening and closing balances (no
Receipts or Payments) should be reviewed. If the grants are spendable, they should be
22utilized accordingly. If the grants are non-spendable, appropriate actions should be
taken to return them to the organization that provided the grants
12. No provision was made in the annual accounts for doubtful collection of tax and non-tax
revenues
13. Supporting records for assets, including valuation and depreciation details, were not produced
for audit verification
14. Stock verification reports for the audit year were not attached with the annual accounts.
15. Monthly bank reconciliation statements were not produced periodically for audit
16. Audit fees for FY 2021-22 and 2022-23 amounting to ₹1,23,30,472 were not paid and not
accounted in the annual accounts
17. Daily BRV/BPV entries were not uploaded in the software, schedules were not attached with
annual accounts, and provisions for doubtful collection were not made
18. Actual expenditure exceeded the revised budget estimate for the year 2022-23. No provision for
depreciation was made in the revised estimate
19. As on 31-03-2023, property tax assessments were 2,35,778, whereas water connections were
only 1,23,231. Commercial and industrial connections were very few
20. Unspent government grant details under Water Supply & Underground Drainage Fund could not
be independently confirmed and were referred to Revenue & Capital Fund report.
21. The following advances remained pending and not adjusted for a long period as on 31-03-2023:
a. Festival Advance – ₹1,993.90 lakhs
b. Other advances under Water Supply & UGD Fund
22. Capital Project Works-in-Progress amounting to ₹53,835.57 lakhs were shown in the balance
sheet (WS Fund). Details of works-in-progress were not annexed to the annual accounts.
Completed works were not assetised.
23. Advance of ₹314.77 lakhs given to Tamil Nadu Water Supply and Drainage Board remained
unadjusted
24. Registers were not properly maintained to verify correctness of rent receivable, lease amounts
and government grants
25. Separate accounts were not maintained for scheme works for which utilisation certificates are
not required.
26. Year-wise arrear details amounting to ₹5,861.60 lakhs as on 31-03-2023 were not annexed to the
annual accounts
27. Time-barred arrears of water charges amounting to ₹714.83 lakhs existed for FY 2022-23. No
provision for doubtful collection was made in UTIS software.
28. Time-barred arrears of underground drainage charges amounting to ₹388.39 lakhs existed for
FY 2022-23.
29. Repairs and maintenance expenditure during FY 2022-23 increased by ₹909.28 lakhs compared
to the previous year.
30. Income tax, sales tax, service tax and labour welfare fund deductions amounting to ₹15.50 lakhs
remained unpaid as on 31-03-2023.
31. Audit fees payable under Water Supply & Underground Drainage Fund were outstanding for the
year.
32. Serious audit objections amounting to ₹1,98,15,687 were issued under Water Supply &
Underground Drainage Fund for FY 2022-23.
Education Fund – FY 2022-2023
1. The revised budget estimate for Education Fund for 2022-2023 was ₹3,056.00 lakhs, whereas
the actual collection was ₹1,821.50 lakhs.
2. Ten bank accounts were maintained under Education Fund. Details relating to inactive bank
accounts were not submitted to Audit.
3. Provision is required to be made for the balance sum after providing for progressive expenses on
the basis of documents under Education Fund account heads.
4. Under “Capital Project Work-in-Progress” in the balance sheet for 2022-2023, amounts were
shown. Details of works in progress as on 31-03-2023 were not submitted to Audit. Completed
works were not assetised.
5. As per Rule 7(1) of the Tamil Nadu Local Fund Audit Act, annual accounts and connected
registers should be submitted before 30 June of the succeeding year. The Education Fund annual
accounts (7-digit code) were submitted only on 28-02-2024
236. Lease details, rent on buildings, and Government grant details were not furnished accurately to
Audit
7. A separate register was not maintained for expenditures for which utilisation certificates are not
required
8. Education tax demand and collection details indicate arrears under Education Fund
9. Operating expenditure during FY 2022-2023 was ₹58.42 lakhs, which was higher than the
previous year expenditure of ₹29.39 lakhs
10. Schools maintenance and scavenging expenditure during FY 2022-2023 was higher than the
previous year. Related files and registers were required to be produced for audit.
Local Fund Audit Qualification – 2023-24
Revenue & Capital Fund – FY 2023-2024
1. The annual accounts for the year 2023-2024 were received on 31-05-2024, returned for
rectification and revised accounts were received only on 04-09-2024, which is beyond the period
prescribed under Section 7(a) of the Tamil Nadu Local Fund Audit Act, 2014.
2. Details regarding obtaining Council approval for the Administrative Report and submission of
the report to the Government were not furnished to Audit.
3. Demand registers for the following revenue items were not properly maintained:
a. Annual rent on Cable TV wires carried in electric posts
b. Optical Fibre Cable track rent – demand, collection details, files and registers were not
properly maintained
4. Advances shown in the annual accounts could not be reconciled with advance registers of all
the five zones and hence the advance figures could not be reconciled by Audit
5. Based on relevant documents, progressive expenditures incurred under Revenue and Capital
Fund were not determined and the remaining balance was not classified as asset or liability
6. A sum of ₹49.00 Crore was transferred from Smart City Mission Fund account, and the amount
was not recouped as on date. The transfer was made without prior approval and ratification from
Government is required. The amount should be recouped to the Smart City Mission Fund
account
7. Advances under the following heads remained unsettled for a long period as on 31-03-2024:
a. Suppliers Advance – ₹148.31 lakhs
b. Other Advances – ₹168.96 lakhs
c. Total – ₹317.27 lakhs
8. Under “Capital Project Work-in-Progress”, completed works were not assetised. Steps were not
taken to complete the works-in-progress and details were not furnished to Audit.
9. A sum of ₹270.92 lakhs payable to Tiruchirappalli Local Planning Authority was not paid during
the year 2023-2024
10. Library Cess amount of ₹7.00 Crores was transferred from Library Cess bank account to
Revenue Fund without prior approval. The amount should be transferred back to Library Cess
account
11. Demand, Collection and Balance details and schedules for annual accounts were not submitted
within the stipulated time
12. Permanent Advance balance of ₹49,332 remained unsettled as on 31-03-2024 under Account
Code 460511.
13. Contributory Pension Scheme accounts were maintained both manually and in computer system.
Details were not maintained exclusively in UTIS software.
14. Details of amounts deducted and remitted to Government Head were not produced for audit
15. General Provident Fund accounts were maintained in handwritten registers. Revised proposal
for interest for the year 2020-21 was not submitted to Audit
16. No provision was made in the annual accounts for doubtful and uncollected tax and non-tax
revenues
17. Separate accounts were not maintained for project expenditures where utilisation certificates are
not required
18. Schedules of deposits and advances for all five zones were not submitted and hence closing
balances could not be audited.
2419. Details of assets shown in the annual accounts were not supported by records for audit
verification. Total value and depreciation of assets were not certified by the City Engineer.
20. Stock verification reports for the audit year were not attached with the annual accounts.
21. Difference in opening balance carried forward in Canara Bank account was noticed. Differences
between trial balance and actual bank balance were not reconciled.
22. Year-wise property tax arrear details of ₹3,444.63 lakhs as on 31-03-2024 were not annexed
with annual accounts. Closing balance was not correctly brought forward.
23. Subsidiary registers relating to rent and miscellaneous revenue were not properly maintained
and were not produced for audit.
24. Integrated inventory register of vehicles was not produced for audit.
25. Audit fees amounting to ₹1,96,54,899 for the years 2021-22 to 2023-24 were not paid and no
provision was made in the annual accounts
26. Defects to be Rectified
a. Daily BRV/BPV entries were not uploaded in UTIS software.
b. Trial Balance of all five zones was not submitted
c. Monthly bank reconciliation statements were not submitted
d. Bank scrolls for SNA accounts were not submitted
e. No provision made for doubtful and time-barred collections
f. Deposit and advance balances could not be ascertained due to non-submission of
subsidiary registers
g. Fund-wise details of fund transfers were not included in financial statement schedules
Water Supply & Underground Drainage Fund – FY 2023-2024
1. In the revised estimate for the year 2023-2024, no provision was made for depreciation.
2. As on 31-03-2024, property tax assessments were 2,37,328, whereas water connections were
only 120575 numbers Commercial and industrial connections were very meagre.
3. The summary of advances in Water Supply & Underground Drainage Fund accounts of the Main
Office and five zonal offices were not tallied with the annual account.
4. The following advances were not adjusted and remained pending for a long period as on 31-03-
2024:
a. Festival Advance – ₹1,126.68 lakhs
b. Contractors Advances – pending
c. Other Advances – pending
5. Under “Capital Project Work-in-Progress”, completed works were not assetised. Necessary
action was not taken to complete the works-in-progress. Details of works-in-progress were not
annexed to the accounts for the year 2023-2024
6. Advance of ₹314.77 lakhs given to Tamil Nadu Water Supply and Drainage Board remained
unadjusted.
7. Demand, Collection and Balance details and schedules for annual accounts were not annexed in
full shape
8. Registers were not properly maintained to verify the correctness of rent receivable, lease
amounts and Government grants
9. No separate accounts were maintained for scheme works for which utilisation certificates are
not required
10. Year-wise arrear balance of ₹5,116.51 lakhs as on 31-03-2024 was not annexed to the annual
accounts
11. Year-wise water charges arrear demand was not maintained. Time-barred arrears for the year
2023-2024 could not be calculated. No provision was made in UTIS software towards doubtful
collection
12. Year-wise underground drainage charges arrear demand was not maintained. Time-barred
arrears for the year 2023-2024 could not be calculated.
13. Difference of ₹5,96,939 was noticed between trial balance loan opening balance and loan
figures, which was required to be rectified
14. Income tax, sales tax, service tax and labour welfare fund deductions amounting to ₹16.66 lakhs
remained unpaid as on 31-03-2024
Elementary Education Fund – FY 2023-2024
251. As per Rule 7(1) of the Tamil Nadu Local Fund Audit Act, 2014, the annual accounts along
with connected registers are required to be produced to Audit before 30th June of the succeeding
financial year. However, the annual accounts (7-digit code) were submitted on 31-05-2024, re-
submitted for rectification and the revised accounts were received only on 04-09-2024.
2. Eleven numbers of bank accounts were maintained under Education Fund during 2023-2024.
No details about inactive bank accounts were submitted to Audit.
3. In the Balance Sheet for the year 2023-2024 under Assets “Capital Project work-in-progress”,
amounts were shown:
a. The completed works should be assetised and details are to be submitted to Audit.
b. Necessary action shall be taken to complete all the ongoing works
c. The details of works-in-progress as on 31-03-2024 shall be submitted to Audit with
relevant details
4. There were differences between opening and closing balances in the Trial Balance and the
interest schedule relating to investments. The difference should be rectified and submitted to
Audit
5. Schools maintenance and scavenging expenditure during 2023-2024 was higher than the
previous year. Details of files and registers relating to this expenditure were required to be
produced for Audit
6. The audit report Part-II for the year 2023-2024 relating to Main Office and Ward Committees
under Revenue & Capital Fund and Water Supply & Underground Drainage Fund were not
issued as on date
7. The correctness of lease, rent on buildings and Government grants could not be ascertained
accurately, as the registers were not properly maintained and furnished to Audit
8. There is no separate register maintained for the expenditures for which utilisation certificates
are not required
9. Operating expenditure during 2023-2024 was higher than the previous year
10. Differences were noticed between balances as per previous year and balances as per UTIS for
assets and liabilities under Education Fund.
Audit Qualification – FY 2024-25
1. In respect of the Municipal (General) Fund, the auditor has stated that no comments have been
made on the previous year’s figures.
2. In respect of Earmarked Funds, it has been reported that Smart City Fund amounting to ₹61.87
Crores was diverted into the General Fund. Further, the bank balance did not adhere to the
Library Cess amount collected and the earmarked fund was utilised for purposes other than those
intended. In the absence of complete data, the amount so utilised could not be quantified
3. Under Deposits Received, the auditor has reported that deposits amounting to ₹121.16 Crores
are outstanding as per the books of accounts and that the present status of the works relating to
such deposits could not be confirmed.
4. Under Other Liabilities (Sundry Creditors), it has been observed that employees’ retirement
benefits and leave encashment were not accounted on a real-time basis. No liabilities were
reflected in the books of accounts towards employee payables. However, the auditor identified
an outstanding amount of ₹6,39,56,181 payable towards employee retirement benefits. The
liability towards leave encashment could not be quantified, and the exact amount payable to
retiring employees could not be determined due to absence of appropriate data. As a result,
liabilities and expenditure were understated
5. With regard to Provisions, the auditor has reported that no provisions were created in the
financial statements. Receivables amounting to ₹159.69 Crores were shown without any
provision as per the prescribed norms. Cable TV rent recoverable arrears of ₹2,05,37,404 and
Optical Fibre Cable track rent recoverable arrears of ₹1,86,54,227 were carried forward from
previous years. The provision requirements prescribed under the National Municipal
Accounting Manual and Tamil Nadu Municipal Accounting Manual were not followed
6. In respect of Fixed Assets, the auditor has stated that proper asset registers with signatures of
competent authorities were not available for verification. Measurement books and completion
certificates for additions during the year were not produced. Details of year-end physical
verification by competent authorities were not available. Depreciation rates applied were not
26aligned with prescribed guidelines. Capital Work-in-Progress registers were not available, and
work-wise classification of Capital Work-in-Progress amounting to ₹2,58,625.25 Lakhs was not
produced. The balances were carried forward for a long period
7. Under Investments – Other Funds, the auditor has reported that the books of accounts show two
heads including a negative balance.
8. In respect of Stocks in Hand (Inventories), it has been reported that inventory amounting to
₹4,24,81,474 has remained unchanged for more than five years and supporting details were not
available for verification.
9. Under Sundry Debtors (Receivables), the auditor has reiterated that receivables amounting to
₹159.69 Crores were shown without making provisions as per norms. Cable TV rent and Optical
Fibre Cable track rent arrears were carried forward from earlier years. As a result, assets under
receivables were overstated
10. In respect of Cash and Bank Balances, it has been reported that a cash balance of ₹41,000 was
shown in the books without availability of physical cash details and that opening balance details
were not known. Bank reconciliation statements were not available for verification and several
unreconciled differences were carried forward from previous years
11. Under Loans, Advances and Deposits, the auditor has stated that advance registers and interest
details were not available for verification. Outstanding advances amounting to ₹2,976.64 Lakhs
were reflected in the financial statements. An accumulated provision of ₹2,14,000 continued for
several years without supporting details.
12. With regard to Other Assets, it has been reported that deposit works amounting to ₹3,14,77,000
were shown without records or present status. Other Asset Control Accounts showed a credit
balance of ₹79,50,69,171 without availability of supporting details
13. In respect of Tax Revenue, the auditor has reported that Water Tax and Underground Drainage
assessments were not aligned with Property Tax assessments. Demand and collection records
for Cable TV wires and Optical Fibre Cable track rent were not properly maintained and no
receipts or demands were raised during the year. Advertisement tax was collected despite GST
implementation without sufficient justification. Professional Tax assessments were limited to
25,758 and the Professional Tax deducted by the Corporation was not credited to the respective
collection account. Debit entries were noticed under income heads without recorded reasons or
prior approval. Due to lack of sufficient documents and registers, assessment details could not
be verified.
14. Regarding Library Cess, the auditor has reported that an amount of ₹1,900 Lakhs was collected
during the year but not remitted to the Local Library Authority
15. In respect of Assigned Revenues, Rental Income, Fees and User Charges, it has been reported
that supporting documents, records and cross-department communications were not submitted
for audit and exempted or non-GST revenues were not reported in GST returns
16. Under Revenue Grants, Contributions and Subsidies, the auditor has stated that reimbursement
of election expenditure was not claimed and grant receipts were not reconciled with bank
receipts and books of accounts.
17. With regard to Income from Investments and Interest Earned, dividend income was accounted
for but investment details were not available for audit. Interest earned on unspent Smart City
Mission grants transferred to Government was wrongly classified under interest income instead
of prior period expenses
18. In respect of Other Income, the auditor has reported that ₹23,05,71,601 was accounted as
“Deposits Lapsed” without availability of communications or action-taken reports. Further,
interest payable to Government of Tamil Nadu and Government of India was wrongly accounted
under Other Income
19. Under Establishment Expenses, the auditor has stated that no provision was created for
employee retirement benefits. Liabilities towards employee payables were not reflected in the
books, although ₹6,39,56,181 was identified as payable towards retirement benefits, resulting
in understatement of liabilities and expenditure
20. In respect of Administrative and Operation & Maintenance Expenses, it has been reported that
the Corporation failed to deduct tax at source under Section 194Q on electricity bill payments
21. Under Interest and Finance Expenses, the auditor has reported that tax was not deducted under
Section 194A on interest paid to TNUIFSL. ASLB-5 relating to borrowing costs was not
followed and interest was not capitalised for qualifying assets, resulting in overstatement of
expenses and understatement of assets
2722. Under Prior Period Items, professional tax arrears amounting to ₹31,14,204 were adjusted as
prior period income.
23. The auditor has further reported that several statutory and operational registers were not
available for verification, including asset registers, land registers, road and building registers,
vehicle registers, litigation registers, contractor and tender registers, OFC registers, library and
hospital inventory registers, tools and plant registers and other related records
24. In respect of UTIS software, the auditor has reported deficiencies relating to inadequate user
training, absence of system lock after year-end, inconsistent report generation, non-tallying of
trial balance, alteration of opening balances and reliance on manual tallying
25. The auditor has reported that several annexures required for audit verification were not
available, including fixed asset registers, grants utilisation registers, pending audit observation
statements, advances and deposits details, bank reconciliation summaries, contingent liabilities,
utilisation certificates and cess transfer details.
We have undertaken and are in the process of undertaking corrective steps, as required, to address the
qualifications. The qualifications/observations shall not have a material impact on our Financial
Statements and no further restatement of the financial statements is required.
There can be no assurance that our Auditors will not include any further observations in the audited
financial statements for the financial year ended March 31, 2025 or will not include further similar
comments in the audit reports to our audited financial statements in the future, or that such remarks, if
included, will not affect our financial results in future financial years. Investors should consider the above
observations while in evaluating our financial condition, results of operations and cash flows. Any such
similar observations on our financial statements in the future may affect the trading price of the Bonds.
6. The financial statements for the Financial Year ended March 31, 2025 have not been audited by
the Local Fund Audit Department.
As provided under Rule 241 of the Tamil Nadu Urban Local Bodies Rules, 2023, the accounts of the
Corporation shall be audited by the Director of Local Fund Audit. The audit of the accounts of the
Corporation for the Financial Year ended March 31, 2025 is being undertaken by the Local Fund Audit
Department; however, the process may not be completed prior to the listing of these Bonds. Accordingly,
the Issuer, in accordance with letter No. 36/MA.2/2025-1 dated January 23, 2025 from Municipal
Administration and Water Supply Department, Government of Tamil Nadu has appointed the External
Auditors to conduct consolidation of funds and the audit of the financial statements of the Corporation
for the Financial Year ended March 31, 2025. The External Auditors have issued a qualified opinion
pursuant to their Audit Report dated August 25, 2025, which has been uploaded on the website of the
Issuer. The Director of the Local Fund Audit Department in their audit report for the financial year ended
March 31, 2025 may include additional observations/qualifications which cannot be determined by the
Corporation at the time of filing this Placement Memorandum. Any such observations on our financial
statements may affect the trading price of the Bonds.
7. The Corporation has recorded a deficit of income over expenditure in the three preceding financial
years.
The Corporation has in the past and may in the future experience a deficit of income over expenditure.
The following table sets forth information relating to our income and expenditure for the indicated
periods:
(Rs. in Crores)
Particulars FY 2025 FY 2024 FY 2023
Total Income 462.70 480.79 359.41
Total Expenditure 498.55 515.28 401.78
Gross surplus/ (deficit) of income over expenditure after prior
(35.85) (34.48) (42.36)
period items
Less: Prior period items (Net) (8.08) 0.84 0.32
28Less: Transfer to Reserve 0.00 0.00 (45.24)
Net Surplus / (Deficit) (43.93) (33.64) (87.29)
Add: Depreciation 79.43 102.34 93.95
Add: Transfer to reserve added back 0.00 0.00 45.24
Cash Surplus 35.50 68.70 51.90
There is no assurance that the Corporation will not record a deficit of income over expenditure in the
succeeding financial years. Deficit of income over expenditure for extended periods, or significant deficit
in the short term, could materially impact our ability to conduct our operations and implement our
projects. As a result, the operations and financial condition may be adversely affected. Although the
Corporation has recorded a deficit of income over expenditure in the past three financial years, the Issuer
has generated cash surplus during such period as mentioned in the table above mainly due to non-cash
items such as depreciation. In the event of any funding requirement for the Project, including due to
delays in receipt of grants or cost overruns, the Issuer intends to utilise funds from government grants
and internal accruals / reserves, in accordance with applicable laws and subject to necessary approvals,
for the execution of the Project for which the proposed Issue is being made.
Further, the Issuer shall implement a Structured Payment Mechanism, as detailed on page no. 139
(Summary of Term Sheet) of the Placement Memorandum. This mechanism incorporates a clearly
defined waterfall structure that ensures timely and prioritized payments of coupon and principal
repayments.
8. Our existing financing agreements impose certain restrictions on our operations, and our failure
to comply with operational and financial covenants may adversely affect our operations and
reputation.
Our existing financing arrangements impose certain restrictions including to obtain prior consent from
our lenders for creation of security interest over our assets and raising further indebtedness. For the
purpose of the Issue, we have obtained the necessary consents from our existing lenders, as required
under the relevant facility documentations for undertaking the Issue including consequent actions, such
as creation of security for the Issue etc.
Further, any breach under our financing agreements even after taking reasonable efforts due to any
unforeseen future circumstances that are outside our control, could result in acceleration of our loan
repayments or trigger a cross-default under our other financing agreements. In some of our financing
agreements, the lender may, at its discretion, terminate or cancel the facility with immediate effect if we
default under any other material agreements with any other financing institution, adversely affecting our
operations and financial condition. For further details, see Section titled “Financial Information”
beginning on page no. 92 of this Placement Memorandum.
9. We are dependent on grants and support in the form of budgetary allocation from Central and
State Government for Central and State Government projects. Failure to obtain grants or any
reduction in funding in the form of grants or budgetary allocation from the government may
adversely impact such projects.
The projects undertaken by the Issuer are very capital intensive and any reduction in budgetary allocation
of capital, funding or non-receipt of grants by the GoI and/or GoT.N. may materially affect the Issuer’s
performance and asset generation capacity. Since grants are one of the sources of revenue for the Issuer,
any irregularity in release of grants may affect the projects implementation schedules and affect the
financial condition of the Issuer. Any delay in receipt of the grant may have an impact on our liquidity
position. For details of grants received from the State Government please refer to Section-VI titled “About
the Issuer and Capital Structure of the Issuer” on page no. 46 of this Placement Memorandum. Further,
the growth plans of the Issuer are determined by the amount of grants and support in the form of
budgetary allocations and any adverse developments in the policy of the government in the manner in
which it seeks to address the development of the infrastructure needs of India will have a material and
adverse effect on the Issuer’s operations. Moreover, if the funding from grants decreases or if there is
any adverse change in the pattern of allocation of the tax collected by GoI and/or GoT.N. or if there is a
downturn in the macroeconomic environment in India or in the sectors which are directly dependent on
29the infrastructure projects that the Issuer undertakes/ proposes to undertake, the Issuer’s operations and
future performance could be materially and adversely affected and may also have an adverse impact on
the Projects.
10. The Project for which funds are being raised have not been appraised by any bank or regulatory
body or financial institution.
The Project for which funds are proposed to be financed through Bonds, and internal accruals of TCMC,
including grants from GoT.N. and have not been appraised by any bank or regulatory body or financial
institution. The Project have been approved by Council of the Issuer and the GoT.N. The cost of the
Project is based on the details, estimates and assumptions given in Detailed Project Report received for
the Project and the related Project Cost approved by the Bond Issue Committee and certified by the
Project Consultant vide its certificate dated December 29, 2025. Our budgeted costs for the Project may
be insufficient to meet our proposed capital expenditure requirements. Cost of the Project may vary
during implementation. Although TCMC would endeavour to complete the Project on time and within
the prescribed cost, a funding gap could develop due to cost overruns, which may pose a contingent
budgetary risk for TCMC. Any incremental cost of the Project including related to cost overrun arising
from delays in implementation shall be borne by Issuer through internal accruals including from grants
from State Government.
The non-implementation of the Project as per the schedule of implementation will affect the Issuer's
performance and asset generation capacity, receipt of grants from GoT.N. and thereby impacting the
operations, cashflow and financial conditions of the Issuer. The schedule of implementation has been
provided under Section VII titled “Objects of the Issue” on page no. 56 of this Placement Memorandum.
11. We may receive for incentive from Government of India, Ministry of Housing and Urban Affairs
under Atal Mission for Rejuvenation and Urban Transmission 2.0 ("AMRUT 2.0") for raising
funds from Bonds. We cannot assure that we will be able to successfully raise the Bonds and any
failure to raise funds through issuance of Bonds in a timely manner may impact our ability to
receive incentive from Ministry of Housing and Urban Affairs, Government of India.
The Corporation may receive incentive as per notification number D.O. No. K-14012/01/2022-AMRUT-
IIB dated April 07, 2025 from Ministry of Housing and Urban Affairs Government of India under Atal
Mission for Rejuvenation and Urban Transmission 2.0 ("AMRUT 2.0") for raising of funds through the
proposed Bonds.
AMRUT 2.0 was launched with the objective of making cities 'Aatma Nirbhar' and water secure. Under
the said notification for AMRUT 2.0, 15 ULBs will on first come and first served basis will be eligible
for incentive of Rs. 13,00,00,000/- (Rupees Thirteen Crores) for every Rs. 100,00,00,000/- (Rupees One
Hundred Crores) of bonds, subject to a maximum of Rs. 26,00,00,000 (Rupees Twenty Six Crores) per
urban local body.
Further, the grant of incentive under AMRUT 2.0 is subject to the discretion of the Government of India
and MoHUA, and the Issuer does not have any vested right to receive such incentive. Any failure to
receive the incentive under AMRUT 2.0 will not affect the Issuer’s obligation to service the Bonds but
may have an impact on the Issuer’s overall funding plan and financial flexibility.
12. The combined financial information of the Issuer for FY 2023 and FY 2024 are unaudited and are
based on audited financial statements of the funds prepared in accordance with the Act.
As per the Section 63 of the Tamil Nadu Urban Local Bodies Act, 1998, the State Government appoints
auditors for auditing the accounts of receipt and expenditure of the municipal fund. The municipal
accounts consist of receipts and expenditure under the Water Supply & Underground Drainage Fund,
Revenue and Capital Grant Fund & Elementary Education Fund and other fund established for the
accounting of receipts and expenditure relating to any specific scheme or project. All the accounts of the
municipality are audited by the Director of Local Fund Audit/ Local Fund Audit Department.
30While the audit is conducted for books of accounts and financial statements of the funds, for the purpose
of the Issue, the combined Financial Information (which consolidates the financial statements derived
from audited financial statement of General Fund, Water Supply & Under Ground Drainage Fund &
Elementary Education Fund) comprising the Abridged Balance Sheet, Income and Expenditure
Statements and Cash Flow Statements for the year ended March 31, 2024 and March 31, 2023 has been
prepared based on the audited financial statements of the Issuer and have been examined by M/s. Arun
and Sujatha, Chartered Accountants (“Independent Chartered Accountants to the Issue”). Reliance
on unaudited information should, accordingly, be limited.
Credit Risk
13. The credit ratings assigned to Bonds may be downgraded.
India Ratings and Research Private Limited has vide its letter dated December 16, 2025, assigned a rating
of “Provisional IND AA/Stable” as revalidated vide rating letter dated January 20, 2026 and has issued
a rating rationale dated December 16, 2025; CARE Ratings Limited has vide its letter dated January 23,
2026, assigned a rating of “Provisional CARE AA-/Stable” and has issued a rating rationale dated
January 23, 2026.
Credit ratings may not reflect the potential impact of all risks related to structure, market, additional
factors discussed here, and other factors that may affect the value of the Bonds. However, if there is a
deterioration in our financial performance or position, accumulation of debt or if there are any statutory
or regulatory restrictions detrimentally affecting our ability to collect revenues or manage expenditures
due to future events, unforeseen circumstances or reasons beyond the control of the Issuer, our credit
rating and credit rating assigned to the Bonds may be downgraded. Any downgrading in our credit rating
or credit ratings of instruments will result in an enhanced risk to the Bondholders.
The ratings provided by the Rating Agencies may be suspended, withdrawn or revised at any time
including without limitation on financial deterioration of the Issuer. Any revision or downgrading in the
above credit ratings may lower the value of the Bonds and may also affect the Issuer’s ability to raise
further debt. In such cases where the value of the Bonds decreases, potential investors may incur losses
on sale of their investment in the secondary market.
Financial Risk including Liquidity Risk
14. The collections for the Tax Income (Tax Income means Property Tax, Water Charges and Vacant
Site Tax (VST) Charges) of Issuer may vary in the future that may impact the financial condition
of the Issuer.
The total collection of Tax Income (Tax Income means Property Tax, Water Charges and Vacant Site
Tax (VST) Charges) has increased from Rs. 123.01 Crores in Financial Year 2022-23 to Rs. 130.57
Crores in the Financial Year 2023-2024 to Rs. 152.25 Crores in the Financial Year 2024-2025. Though
the Tax Income have increased in the last three years, however, there can be no assurance that the Tax
Income may not decrease in future which will have an impact on the financial condition of the Issuer.
Any shortage in collections in any period may result in a mismatch in revenue and expenditure of the
Issuer and the funds may be inadequate for transfer to the Escrow Account. For further details please
refer to the “Details of Tax Collection” of Section-X titled “Financial Information” on page no. 92 of
this Placement Memorandum.
15. Financial Risk
The Issuer's ability to pay Coupon accrued on the Bonds and/or the principal amounts outstanding from
time to time in connection therewith would be subject to various factors, including inter alia the Issuer's
financial condition, profitability, revenue generation and general economic conditions prevailing in India
and in the global financial markets. The Issuer shall create a structured payment mechanism through
which the Tax Income shall be collected with minimum security cover of 1.2 (One point Two) times of
the total amount borrowed along with the Coupon thereon and other costs, charges, all fees, remuneration
of Debenture Trustee and expenses payable in respect thereof.
3116. The Bonds are secured and the Issuer’s ability to pay Coupon and redeem principal in accordance
with the terms of the Issue is subject to various factors affecting the Issuer’s financial condition.
Any adverse change in these factors may have an adverse impact on Issuer’s ability to pay interest
accrued on the Bonds and/ or the principal amount in timely manner as outstanding from time to
time.
The Issuer's ability to pay Coupon accrued on the Bonds and/or the principal amounts outstanding from
time to time in connection therewith would be subject to various factors, including inter alia the Issuer's
financial condition, profitability, revenue generation and general economic conditions prevailing in India
and in the global financial markets. Any adverse change in these factors may have an adverse impact on
our reputation and financial condition and our ability to pay interest accrued on the Bonds and/or the
principal amount in timely manner. The Issuer shall create a structured payment mechanism through
which the funds lying in account(s) in which the Tax Income gets collected and/ or pooled by the Issuer
shall be transferred to the Escrow Account for debt servicing.
The Issuer’s ability to timely pay interest accrued on the Bonds and/ or the principal amount outstanding
from time to time in connection therewith would be subject to various factors, including inter-alia timely
completion of the Project, on collecting the Tax Income and the general economic conditions prevailing
in India and in the global financial markets. In the event of any default, the Bond Holders may not be
able to recover, on a timely basis, the full value of the outstanding amounts and/or the interest accrued
thereon in connection with the Bonds. Though Debenture Trustee on behalf of Debenture Holders shall
have exclusive first ranking charge over the receivables of Tax Income, the Escrow Account and the
account(s) where the Tax Income is collected and/ or pooled by the Issuer, however, in any unforeseen
circumstances or reasons beyond the control of the Issuer, there can be no guarantee for timely collection
of such receivables of Tax Income and consequently the realizable value of the Security may be lower
than the outstanding principal and/ or interest accrued thereon and consequently, the potential investor
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 Bonds.
A minimum-security cover of 1.2 (one decimal two) times of the outstanding Secured Obligations will
be maintained during the tenor of Debentures. In the event of any default, Debentures Trustee shall take
all steps to ensure redemption of Debentures and enforcement of Security or any other legal recourse
available to the Bond Holders in the courts and tribunal at Tiruchirappalli as per the terms of the
Transaction Documents and in accordance with the Applicable Law.
To mitigate any potential risk of default, the Issuer shall implement the Structured Payment Mechanism
(as set out on page 139 of the Summary of Term Sheet), supported by a Rs. 10.40 crore credit
enhancement in the form of an interest-bearing term deposit to be created by the Project Sustainability
Grant Fund (a Government of Tamil Nadu grant fund managed by TNUIFSL) under the World Bank
assisted Tamil Nadu Climate Resilient Urban Development Program. Further, the Debenture Trustee (for
and on behalf of the Bondholders) shall have a first and exclusive charge over such term deposit, which
shall be created with the Trustee/Escrow Banker no later than one day prior to pay-in/allotment and
maintained as cash collateral with lien marked in favour of the Debenture Trustee for the entire tenor.
The Escrow Banker, on the Debenture Trustee’s instructions, may drawdown the term deposit to meet
coupon and/or principal obligations in case of insufficiency of funds in the designated accounts or upon
a payment default/Event of Default, and any amount utilised shall be recouped by the Issuer within 90
days. However, given the nature of the Issuer and of the structure of the payment mechanism, in case of
any default by the Issuer, the process to be followed for recovery of investor's monies might be time
consuming.
Business Risk
17. The Issuer is dependent on information technology and any breach on information technology may
affect the Issuer’s activities
The Issuer’s operations are dependent on information technology. The Issuer has undertaken various
reforms towards digitisation of payment of tax and other services. A failure, inadequacy or security
32breach in the information technology and telecommunication systems or an inability to adapt to rapid
technological changes may adversely affect the Issuer’s activities, timely collection of taxes and the
Issuer’s financial condition.
The Issuer’s ability to maintain and upgrade its information technology systems and infrastructure on a
timely and cost-effective basis, including the ability to process a large number of transactions on a daily
basis may have an impact on the Issuer’s business. The Issuer’s operations also rely on the secure
processing, storage and transmission of confidential and other information in its computer systems and
networks. The Issuer has engaged various private sectors entities for enabling the digitalization. If any
of these entities is unable to meet the desired objectives these services may fail to operate adequately or
become disabled as a result of events that may be beyond the Issuer’s control, including a disruption of
electrical or communications services. Further, the computer systems, software and networks may be
vulnerable to unauthorised access, computer viruses or other attacks that may compromise data integrity
and security and result in information or identity theft, as a consequence of which the Issuer’s operations
and future performance could be materially and adversely affected.
18. Reliance on third-party intermediaries, contractors and service providers.
The Issuer while undertaking various projects relies on third-party intermediaries, contractors and service
providers who may not perform their obligations satisfactorily or in compliance with Applicable Laws.
The Issuer enters into outsourcing arrangements/ contracts with civil contractors for undertaking various
civil contracts and with third party vendors for providing various services. Any failure by the contractors
or service providers to provide a specified service, develop the Projects and maintain it or a breach in
security/ confidentiality or non-compliance with legal and regulatory requirements may result in financial
loss, loss of reputation, delay in the Projects and have an adverse impact on the financial condition of the
Issuer.
19. If we are unable to protect our trademarks, others may be able to use our trademarks and
tradenames to compete more effectively. Also, we may breach third-party intellectual property
rights.
Our logo ‘ ’ is not registered with the Trademarks Registry. We will not be able to avail legal
protections under the trade mark or prevent unauthorised use of such trademarks by third parties. Our
efforts to protect our intellectual property or proprietary information and the measures we take to identify
potential infringement of our intellectual property may not be adequate to detect or prevent infringement,
misappropriation or unauthorized use. Any such misappropriation or duplication of our name, registered/
official addresses, corporate logos or other intellectual property or proprietary information may disrupt
our operations, distract management and employees, reduce revenues and increase expenses. In addition,
we may also become subject to infringement claims. Even if claims against us are not meritorious, any
legal, arbitral or administrative proceedings that we may be required to initiate or defend in this regard
may be time-consuming, costly and harmful to our reputation, and there is no assurance that such
proceedings will ultimately be determined in our favor. Furthermore, the application of laws governing
intellectual property rights in India is continuously evolving and there may be instances of infringement
or passing-off of our brand in Indian markets.
Our failure to adequately protect our brand, trademarks and other related intellectual property rights may
adversely affect our business, financial condition and results of operations.
We may be subject to claims by third-parties, both inside and outside India, if we breach their intellectual
property rights by using slogans, names, trademarks or other such rights that are of a similar nature to
the intellectual property these third-parties may have registered or are using. We might also be in breach
of such third-party intellectual property rights due to accidental or purposeful actions by our employees
where we may also be subjected to claims by such third-parties.
Any legal proceedings that result in a finding that we have breached third-parties' intellectual property
rights, or any settlements concerning such claims, may require us to provide financial compensation to
such third- parties or stop using the relevant intellectual property (including by way of temporary or
permanent injunction) or our communication practices, public representations or official identify, any of
33which may have a material adverse effect on our business, prospects, reputation, results of operations
and financial condition.
20. Labour Related Risks
India has stringent labour legislation that protects the interests of workers, including legislation that sets
forth detailed procedures for discharge of employees and dispute resolution and imposes financial
obligations on employers upon employee layoffs. As a result of such stringent labour regulations, it is
difficult for the Issuer to maintain flexible human resource policies, discharge employees or downsize,
which may adversely affect our business, financial condition and results of operations. Additionally,
some of the Issuer’s employees are part of certain industry labour unions and such unions could result in
labour unrest. Strikes or work stoppages or any mishaps/ accidents impacting the labour in future could
have an adverse impact on the Issuer’s operations. Recently, the Government of India has given its assent
to enact (i) Code on Wages, 2019 (ii) Industrial Relations Code, 2020 (iii) Code on Occupational Safety,
Health & Working Conditions Code, 2020 (iv) Code on Social Security, 2020 which consolidated and
replace or subsume existing labour laws into a unified framework with the objective to simplify and
modernize labour regulations. However, the rules under the abovementioned codes are yet to be notified
by the Central Government and by the State Government.
The Issuer, from time to time, for certain activities, appoints independent contractors who in turn may
engage on-site contract labour for performance of certain activities. The spread of the Covid-19 virus and
the measures taken by the Government of India and Government of Tamil Nadu including lockdown and
curfew have had a negative impact on the movement and activities of contract labour.
Such disruptions may negatively impact the activities of execution agencies, including civil contractors
and other vendors engaged by the Issuer, and may result in delays in implementation of projects of the
Issuer. Further, in certain circumstances, the Issuer may be held statutorily or contractually liable for
payment of wages, compensation or damages arising from accidents or losses involving such contract
labour, notwithstanding that such labour is not directly employed by the Issuer. Any such liability or
disruption may adversely affect the Issuer’s financial position and operations.
21. The Issuer has certain contingent liabilities, the materialisation of which may adversely affect the
Issuer’s financial condition.
The Issuer, in the ordinary course of its business, is involved in various claims, suits, investigations, and
legal proceedings that arise from time to time. Although the Issuer does not expect that the outcome in
any of these legal proceedings, individually or collectively, will have a material adverse effect on the
Issuer’s financial position or results of operations, yet litigation is inherently unpredictable. Therefore,
the Issuer could incur judgments or enter into settlements of claims that could adversely affect the Issuer’s
operating results or cash flows in a particular period. As on the date of this Placement Memorandum,
there are ongoing civil cases against the Issuer. The outcomes of these cases are remote and the financial
implications are not ascertainable. In the event, any of these contingent liabilities materalise, the Issuer’s
financial condition may be adversely affected. For details of non-payment of statutory dues of the Issuer,
please refer to paragraph A “Contingent Liabilities of the Issuer” of Section XI titled “Legal and Other
Information” on page no. 110 of this Placement Memorandum.
22. We are exposed to operational risks, including employee negligence, petty theft, burglary and
embezzlement and fraud by employees or third parties, which could harm our results of operations
and financial position.
We are exposed to operational risks, including employee negligence, petty theft, burglary and
embezzlement and fraud by employees or third parties, which could harm our results of operations and
financial position. We may do cash collections to recover our dues. Such cash transactions may expose
us to the risk of theft, burglary and misappropriation or unauthorized transactions by our employees and
fraud by employees or third parties. Our insurance policies, security systems and measures undertaken
to detect and prevent these risks may not be sufficient to prevent or deter such activities in all cases,
which may adversely affect our operations and profitability. Further, we may be subject to regulatory or
other proceedings in connection with any unauthorized transaction, fraud or misappropriation by our
representatives and employees, which could adversely affect our goodwill.
34EXTERNAL RISK FACTORS
General Risk
23. There may be less information available about the municipal corporations listed on the Indian
securities markets compared with information that would be available if we were listed on
securities markets in certain other countries.
There may be differences between the level of regulation and monitoring of the Indian securities markets
and the activities of investors, brokers and other participants in India and that in the markets in the United
States and certain other countries. SEBI is responsible for ensuring and improving disclosure and other
regulatory standards for the Indian securities markets. SEBI has issued regulations and guidelines on
disclosure requirements, insider trading and other matters. There may, however, be less publicly available
information about a municipal corporation listed on an Indian stock exchange compared with information
that would be available if that the said municipal corporation was listed on a securities market in certain
other countries. As a result, investors may have access to less information about the operations, results
of operations, cashflows and financial conditions than you may find in the case of municipal corporations
listed on a securities market of other more developed countries.
24. Political Scenario prevailing in India might risk our business.
Periodic elections and/ or rotation of the officers might pose a risk to the operations of the Issuer since a
change in the government might shift the policy focus for the municipal corporation which will impact
the ongoing activities of the Issuer. Such changes in policy focus might affect the relative priority of
capital expenditures for the Project and other projects undertaken by the Issuer.
25. Changes in Government Policies may affect the collection of revenue of the Issuer and may also
affect the management of the expenditure.
The Issuer’s operations are dependent on the policies of the government, central as well as state
initiatives. Any changes in government policies detrimental to the Issuer may affect the collection of
revenue of the Issuer and may also affect the management of the expenditure of the Issuer. Further,
inconsistencies in our revenue collection and any lack of support in terms of regulatory initiatives will
adversely affect the Issuer’s operations, as will any delayed response in policy alteration or other
regulatory impediments, which will adversely affect the Issuer’s operations. Additionally, policies of
central and state government which mandate urban local bodies to focus on development in certain
specific sectors or areas will affect the Issuer’s projects and operations.
26. Material changes in regulations to which the Issuer is subject could impair the Issuer’s ability to
meet payment or other obligations.
The Issuer is subject to changes in Indian laws, as well as to changes in government regulations and
policies and accounting principles. Any changes in the regulatory framework could adversely affect the
operations of the Issuer or its future financial performance, by requiring a restructuring of its activities,
increasing costs or otherwise.
27. Legality of purchase
Potential investors of the Bonds will be responsible for the lawfulness of the acquisition of the Bonds,
whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates or
for compliance by that potential investor with any law, regulation or regulatory policy applicable to it.
The Issuer does not make any representation or warranty as to the eligibility of any investor to invest in
the Bonds under applicable laws.
28. The secondary market for the Bonds may be less liquid.
35The Bonds may be less liquid, and no secondary market may develop in respect thereof. Even if there is
a secondary market for the Bonds, it is not likely to provide significant liquidity. Potential investors may
have to hold the Bonds until redemption to realise any value.
Further, the market price of the Bonds 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 for listed debt securities, (iii) general economic conditions, and (iv) our reputation,
financial performance and results of operations. The aforementioned factors may adversely affect the
liquidity and market price of the Bonds, which may trade at a discount to the price at which you purchase
the Bonds and/or be relatively illiquid. Potential investors may have to hold the Bond until redemption
to realise any value.
29. Tax/Accounting considerations and Legal considerations.
Special tax/accounting considerations and legal considerations may apply to certain types of investors.
Potential investors are urged to consult with their own financial, legal, tax and other professional advisors
to determine any financial, legal, tax and other implications of this investment.
Further, sale of Bonds by any Bonds Holder may give rise to tax liability. The returns received by the
investors from Debentures issued by the Issuer in the form of interest and the gains on the sale/transfer
of the Debentures may be subject to tax liabilities under the Income Tax Act, 1961. For details of possible
tax benefits available to the Issuer and NCD Holders under the applicable laws in India, as discussed in
Section-VIII titled “Tax Benefits” on page no. 63 of this Placement Memorandum.
The investment activities of certain investors are subject to investment laws and regulations, or review
or regulation by certain authorities. Each potential investor should consult its legal advisers to determine
whether and to what extent (i) the Bonds are legal investments for it, (ii) the Bonds can be used as
collateral for various types of borrowing and (iii) other restrictions apply to its purchase or investments
in the Bonds.
30. Accounting considerations.
Special accounting considerations may apply to certain types of taxpayers. Potential investors are urged
to consult with their own accounting advisors to determine the implications of this investment.
31. External factors like natural calamities, pandemics, protest, riots, terrorism etc. may affect our
operations and may delay the implementation of proposed Projects.
Any occurrence of natural calamities like storm, flash floods, any instance of pandemics, protest, riots
etc. could hamper the transportation facilities, impact mobility and functioning of the city and hence the
implementation of proposed Projects. Though we are scaling up our internal systems to take care of any
such sudden events, in case they occur in future, these conditions may result in hampering the functioning
of TCMC due to additional cost burden for retrieving the city back to normalcy.
32. Decentralization with respect to Municipal Corporations
TCMC has legislative and administrative control over its operating revenues, expenditures and capital
plans, as permitted under the relevant Act. Nevertheless, changes in State and Central Government
revenue sources and regulatory frameworks could have an effect on the credit profile of TCMC (positive
and negative), should those changes result in devolution of power, of revenues or of spending mandates.
Additionally, being a government organization, TCMC is subject to regulations by Indian governmental
authorities. There may be future changes in the regulatory system or in the enforcement of the laws and
regulations that could adversely affect TCMC.
33. The Issue may not be fully subscribed to by potential investors.
In case the Issue is not fully subscribed to by potential investors, the Issuer may be unable to meet the
funding requirements of the Project from the proceeds of the Issue to the full extent. The Issuer may be
36required to raise additional funds to meet the shortfall in funding the Project through other sources which
may lead to a delay in the completion of the Project. The funding gap may develop due to such shortfall
in full subscription to the Issue, in which the Issuer may utilize its internal accruals or obtain funding
through other means for completion of the Project. Please refer to paragraph J (Capital structure relating
to Project for which funds are proposed to be mobilised) of Section-VI titled “About the Issuer and
Capital Structure of the Issuer” on page no. 46 of this Placement Memorandum.
Risk in relation to the Bonds
34. The Issuer shall do all necessary actions for listing of the bond in timely manner, however there is
no assurance that the Bonds issued pursuant to this Issue will be listed on NSE in a timely manner,
or at all.
In accordance with Indian law and practice, permissions for listing and trading of the Bonds issued
pursuant to the Issue will not be granted until after the Bonds have been issued and allotted. Approval
for listing and trading will require all relevant documents to be submitted and carrying out of necessary
procedures with the Stock Exchanges. There could be a failure or delay in listing the Bonds on NSE for
reasons unforeseen. While the Issuer shall ensure compliance with the provisions related to the timelines
for listing of securities as specified in Chapter VII of Master Circular for issue and listing of Non-
convertible Securities, Securitized Debt Instruments, Security Receipts, Municipal Debt Securities and
Commercial Paper, however, if permission to deal in and if an official quotation of the Bonds is not
granted by NSE, our Corporation will forthwith repay, with interest, all monies received from the
Applicants in accordance with prevailing law in this context, and pursuant to this Placement
Memorandum.
35. Changes in interest rates may affect the price of the Bonds.
All securities where a fixed rate of interest is offered, such as the Bonds, are subject to price risk. The
market price of such securities will vary inversely with changes in prevailing interest rate, i.e., when
interest rates rise prices of fixed income securities fall and when interest rates drop, the prices increase.
The extent of fall or rise in the prices is a function of the existing coupon, days to maturity and the
increase or decrease in the level of prevailing interest rates. Increased rates of interest which frequently
accompany inflation and/ or a growing economy are likely to have a negative effect on the price of the
Debentures.
The secondary market pricing of the Bonds is subject to factors affecting the general economic condition
in India and in the domestic and global financial markets. All securities where a fixed rate of interest is
offered, such as in the present case, are subject to price risk. The price of such securities will vary
inversely with changes in prevailing interest rates, i.e., when interest rate rises 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, credit rating and the increase or decrease in the level
of prevailing interest rates. Thus, the investor may face volatility in the price of the bond issued due to
above mentioned factors.
36. There may be Nil or partial allotment to investors in case of oversubscription of the Issue.
In case the Issue is oversubscribed the allotments will be made to the applicants on yield-time priority/
pro-rata basis in line with the SEBI EBP Guidelines and the investors may not receive allotment to the
full extent of their application size or any allotment at all. Accordingly, the investors may get partial
allotment in case of oversubscription of the Issue, depending on their bids on the EBP Platform, in
accordance with SEBI EBP Guidelines.
37. The Bonds shall be subject to continuous post listing compliances with applicable rules and
regulations with respect to such listed non-convertible debentures.
The Bonds are proposed to be listed on the SEBI EBP Guidelines. Subsequently, we will be required to
comply with various applicable rules and regulations, including the SEBI circulars issued on continuous
disclosures and compliances for our Bonds.
37SECTION-V: GENERAL INFORMATION
A. Details of the Issuer
i) Name of the Issuer: Tiruchirappalli City Municipal Corporation
ii) Head Office of the Issuer:
Bharathidasan Salai, Cantonment,
Tiruchirappalli-620001, Tamil Nadu, India
Ph: 0431-2415393
Email id: trichymunibond@gmail.com
Website: www.trichycorporation.gov.in
iii) Other Offices of the Issuer*:
Zonal Offices
a. ZONAL OFFICE 1
14, Gandhi Road, Srirangam, Tiruchirappalli – 620 006
b. ZONAL OFFICE 2
Madurai Road, Corporation Lorry Shed Campus, Palakkarai, Tiruchirappalli – 620 008
c. ZONAL OFFICE 3
Jeganathapuram, Tanjore Road, Ariyamangalam, Tiruchirappalli – 620 010
d. ZONAL OFFICE 4
No.5, TVS Tollgate, Circuit House Road, Tiruchirappalli – 620 020
e. ZONAL OFFICE 5
No.10, Vayalur Road, Near Govt Hospital, Tiruchirappalli – 620 017
* Note: The addresses for the zonal offices of the Issuer have been certified by the Commissioner
vide its letter dated November 20, 2025.
B. Details of the registered and corporate office of the Issuer
Not applicable, as the Issuer is a Municipal Corporation.
C. Details of Mayor/Deputy Mayor
Sl. No. Name Designation Date of Appointment
1. Shri. M. Anbazhagan Mayor March 04, 2022
2. Smt. Dhivya Govintharaj Deputy Mayor March 04, 2022
D. Details of Commissioner/Deputy Commissioners
Date of Appointment
Sl. No. Designation Name of the Officer
for the Designation
Commissioner Shri Madhubalan Lingam, June 27, 2025
1.
IAS
2. Deputy Commissioner Shri Balu K August 8, 2024
3. Deputy Commissioner Shri Vinoth R September 22, 2025
38E. Details of the members of the Committee approving the projects/ various Standing Committees relating
to Taxation / Finance /Accounts/ Audit/ Infrastructure.
As per Section 36 of the TNULB Act, 1998 read with Chapter III Rule 108 of the TNULB Rules,
2023, the Issuer has a 6 (six) Standing Committees, the Members of which shall be elected by and
from among the elected Councillors of the ward in the manner prescribed in the TNULB Rules, 2023.
The details of the Standing Committee as per aforesaid are given below:
Standing Committee
The Standing Committee comprises of members appointed with a minimum of six Councillors and
with a maximum of fifteen Councillors. The term of the members of the Standing Committee is for 5
(five) from appointment provided that they hold the office until they cease to be the elected members
of the council.
The members of the Committee appoint one of its members to be the Chairperson of the Committee.
The quorum for any business to be transacted at any meeting of the Standing Committee is 1/3rd (one-
third) of the total number of the members of the committee. The Standing Committee shall decide the
matters by the majority of the members present and who have right to vote at the meeting and in case
of equality of votes, the Chairperson of the committee or the presiding member may exercise a casting
vote.
Presently the Issuer has following Standing Committees relating to Taxation / Finance /Accounts/
Audit/ Infrastructure:
1) Taxation and Finance Committee
2) Accounts Committee
3) Town Planning Committee
The present members of the above committees are as follows:
1) Taxation and Finance Committee:
Member of the
Date of Committee since
Name and Designation Remarks
Appointment/Resignation (in case of
resignation)
Chairman
T. Muthu Selvam April 29, 2022 - -
Members
S. Kalaimani April 29, 2022 - -
Vijaya Jayaraj April 29, 2022 - -
C. Thangalakshmi April 29, 2022 - -
T. Shanmugapriya April 29, 2022 - -
K. Suresh Kumar April 29, 2022 - -
K. Rajasekar April 29, 2022 - -
B. Geetha April 29, 2022 - -
P. Jaffer Ali April 29, 2022 - -
2) Accounts Committee:
Member of the
Date of Committee since
Name and Designation Remarks
Appointment/Resignation (in case of
resignation)
Chairman
V. Leela April 29, 2022 - -
39Member of the
Date of Committee since
Name and Designation Remarks
Appointment/Resignation (in case of
resignation)
Members
K. Lakshmi Devi April 29, 2022 - -
N. Pankajam Mathivanan April 29, 2022 - -
N. Prabhakaran April 29, 2022 - -
L.I.C. K.Sankar April 29, 2022 - -
P. Sopiya Vimalarani April 29, 2022 - -
G. Kathija April 29, 2022 - -
M. Tajudeen April 29, 2022 - -
L. Rex April 29, 2022 - -
3) Town Planning Committee:
Member of the
Date of Committee since
Name and Designation Remarks
Appointment/Resignation (in case of
resignation)
Chairman
E.M. Dharmaraj April 29, 2022 - -
Members
K. Panner Selvan April 29, 2022 - -
H. Mumtaj Begam April 29, 2022
S. Vijayalakshmi April 29, 2022 - -
Faise Ahamed April 29, 2022 - -
K. Karthikeyan April 29, 2022 - -
M. Sheetha Lakshmi April 29, 2022 - -
J. Kalaiselvi April 29, 2022 - -
K. Suba April 29, 2022 - -
Bond Issue Committee
The Issuer has formed the Bond Issue Committee vide Commissioner Letter dated November 20, 2025
currently consists of the following members:
Member of the
Date of Committee since
Name and Designation Remarks
Appointment/Resignation (in case of
resignation)
Chairman
Shri Madhubalan Lingam November 20, 2025 - -
Commissioner
Members
Shri Sivapatham P November 20, 2025 - -
The Executive Engineer
(Planning) & City Engineer
(Additional Charge)
Shri Kandasamy Shanmugam November 20, 2025 - -
Balasubramanian
The Executive Engineer
Smt. Meenakshi S November 20, 2025 - -
The Accounts Officer and
Assistant Commissioner
(Accounts-Additional
Incharge)
40Member of the
Date of Committee since
Name and Designation Remarks
Appointment/Resignation (in case of
resignation)
Shri. P. Sivasankar November 20, 2025 - -
The Revenue Officer and
Assistant Commissioner
(Revenue-Additional
Incharge)
Shri. Velan November 20, 2025 - -
The Superintendent
F. Name, designation, address and DIN of each member of the board of directors of the issuer if
the issuer is a company.
Not Applicable, as the Issuer is a Municipal Corporation.
G. Name, address, telephone number and email address of the compliance officer of the Issuer/
Official In-charge of dealing with Investor Grievances related to Municipal Bonds and also
the Chief Accounts and Finance Officer or equivalent of the Issuer
Meenakshi S,
The Accounts Officer and Assistant Commissioner (Accounts-Additional Incharge)
Account Department,
Bharathidasan Road, Cantonment,
Tiruchirappalli-620001, Tamil Nadu, India
Ph. No.: 0431-2415393,
Email: trichymunibond@gmail.com
Mob. No.: +91-9791483029
Email (Investor Grievance): trichymunibond@gmail.com
The responsibility of Meenakshi S as Compliance Officer and in-charge of investor grievances shall
be till she has her designation as The Accounts Officer and Assistant Commissioner (Accounts-
Additional Incharge) in TCMC and in case of her transfer / retirement / recuse, TCMC shall
immediately handover the responsibility of Compliance Officer to any other official of the same cadre
holding her post.
H. Arranger
The Merchant Banker to the Issue is also the Arranger. The details are set out below:
TIPSONS CONSULTANCY SERVICES PRIVATE LIMITED
1st Floor, Sheraton House, Opposite Ketav Petrol Pump, Polytechnic Road, Ambawadi,
Ahmedabad - 380015.
Tel: +91 79 66828064
Email: trichybonds@tipsons.com
Website: www.tipsons.com
Contact Person: Divyani Koshta
Investor Grievance E-mail: igr@tipsons.com
SEBI Registration No.: INM000011849
CIN: U74140GJ2010PTC062799
J. Debenture Trustee of the Issue
CATALYST TRUSTEESHIP LIMITED
GDA House, First Floor, Plot No. 85 S. No. 94 & 95,
Bhusari Colony (Right), Kothrud, Pune -411038, Maharashtra, India
Tel: 022 4922 0555
Fax No.: 022 4922 0505
41Contact Person: Mr. Umesh Salvi, Managing Director
E-mail: ComplianceCLT-Mumbai@ctltrustee.com
Website: www.catalysttrustee.com
Investor Grievance Email: grievance@ctltrustee.com
SEBI Registration No.: IND000000034
CIN: U74999PN1997PLC110262
K. Registrar to the Issue:
CAMEO CORPORATE SERVICES LIMITED
“Subramanian Building”, No.1, Club House Road,
Chennai600002, Tamil Nadu, India
Tel: 044 4002 0700; 2846 0390
Email: ipo@cameoindia.com
Contact Person: Ms. K. Sreepriya, Executive Vice President & Company Secretary
Website: www. cameoindia.com
Investor Grievance Email: investor@cameoindia.com
SEBI Registration No.: INR000003753
CIN: U67120TN1998PLC041613
L. Credit Rating Agencies for the Issue:
INDIA RATINGS AND RESEARCH PRIVATE LIMITED
Wockhardt Towers, 4th Floor, West Wing, Bandra Kurla Complex,
Bandra (E), Mumbai-400 051
Tel: 022-40001700
Fax: 022-40001701
Contact Person: Mr. Amal Raj Lipton
E-mail: infogrp@indiaratings.co.in
Website: www.indiaratings.co.in
SEBI Registration No.: IN/CRA/002/1999
CIN: U67100MH1995FTC140049
CARE RATINGS LIMITED
4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East),
Mumbai 400 022
Tel: 022-6754 3456
Fax: 022-6754 3457
Contact Person: Mr Thirunavukkarasu M
E-mail: Thirunavukkarasu.M@careedge.in
Website: www.careratings.com
SEBI Registration No.: IN/CRA/004/1999
CIN: L67190MH1993PLC071691
M. Auditor of the Issuer:
In accordance with Section 63 of the Tamil Nadu Urban Local Bodies Act, 1998, the State
Government appoints auditors for auditing the accounts of receipt and expenditure of the municipal
fund. Such auditors shall be deemed to be “public servants” as per the definition provided under
Section 2(28) of Bhartiya Nyaya Sanhita, 2023. All the accounts of the Issuer have been audited by
the Director of Local Fund Audit/ Local Audit Department.
Independent Chartered Accountants to the Issue:
Arun and Sujatha, Chartered Accountants
“Akshayam”, 4th Floor, Old No:4/1, New No:153-B, Sugavaneswara Street, Salem-636004
Tel: +91 9842712336
Contact Person: Mr. CA A V Arun, Partner
E-mail: asaudit2006@gmail.com
42Firm Registration No.: 011415S
Membership Number: 214530
N. Names, addresses, telephone numbers, contact person, website addresses and e-mail addresses
of the lead manager(s), registrars to the issue, bankers to the issue, brokers to the issue and
syndicate member(s); along with URL of SEBI website listing out the details of self-certified
syndicate banks, registrar to the issue and depository participants, etc., if applicable.
Lead Manager Not Applicable as the Issue is on a private placement basis.
Merchant Banker TIPSONS CONSULTANCY SERVICES PRIVATE LIMITED
1st Floor, Sheraton House, Opposite Ketav Petrol Pump, Polytechnic
Road, Ambawadi, Ahmedabad - 380015.
Tel: +91 79 66828064
Email: trichybonds@tipsons.com
Website: www.tipsons.com
Contact Person: Divyani Koshta
Investor Grievance E-mail: igr@tipsons.com
SEBI Registration No.: INM000011849
CIN: U74140GJ2010PTC062799
Registrar to the CAMEO CORPORATE SERVICES LIMITED
Issue “Subramanian Building”, No.1, Club House Road,
Chennai600002, Tamil Nadu, India
Tel: 044 4002 0700; 2846 0390
Email: ipo@cameoindia.com
Contact Person: Ms. K. Sreepriya, Executive Vice President & Company
Secretary
Compliance Officer: Mr. R. D. Ramasamy, Director
E-mail: rdr@cameoindia.com
Website: www. cameoindia.com
Investor Grievance Email: investor@cameoindia.com
SEBI Registration No.: INR000003753
CIN: U67120TN1998PLC041613
Banker to the HDFC Bank Limited
Issue FIG- OPS Department- Lodha, I Think Techno Campus O-3 Level, Next to
Kanjurmarg, Railway Station, Kanjurmarg (East) Mumbai- 400042
Tel: 022-30752927 / 28 / 14
Email: siddharth.jadhav@hdfc.bank.in, eric.bacha@hdfc.bank.in
sachin.gawade@hdfc.bank.in
Contact Person: Siddharth Jadhav/ Eric Bacha/ Sachin Gawade
E-mail (Compliance Officer): sebicomplaints@hdfc.bank.in
Website: www.hdfc.bank.in
Investor Grievance Email: sebicomplaints@hdfc.bank.in
SEBI Registration No.: INBI00000063
CIN: L65920MH1994PLC080618
Escrow Bank HDFC Bank Limited
5G, Lawson Road, Ground Floor, Bus Plaza, Cantonment, Trichy-620001, Tamil
Nadu
Tel: 9842499881
Email: Prakash.balasubramanian@hdfc.bank.in
Contact Person: Prakash Balasubramanian
Website: www.hdfc.bank.in
CIN: L65920MH1994PLC080618
Brokers to the Not applicable as the Issue is on a private placement basis.
Issue
Syndicate Not applicable as the Issue is on a private placement basis.
Members
43URL of SEBI https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes
Website listing out
details of
recognised
Intermediaries
O. Names, addresses, telephone numbers and e-mail addresses of the Company Secretary, legal advisor,
underwriters and bankers to the issuer.
Company Secretary to the Issuer Not Applicable
Legal Advisor to the Issuer
Zenith India Lawyers,
D-49, Sushant Lok-III, Sector 57,
Gurugram-122 003
Ph: +91 124 4240681
Facsimile: N/A
E-mail: tccmunibonds@zilawyers.com
Website: www.zilawyers.com
Underwriter to the Issuer Not Applicable as the Issue is on a private placement
basis.
Bankers to the Issuer* Not Applicable
* As on December 31, 2025, the Issuer has outstanding loan from TUFIDCO and TUFISL. The details
of the same are given in Section-X titled “Financial Information” on page no. 92.
P. Debenture Trustee to the Issue
In accordance with the provisions of Securities and Exchange Board of India (Debenture Trustees)
Regulations, 1993, TCMC has appointed Catalyst Trusteeship Limited to act as Debenture Trustee
(“Debenture Trustee”) for and on behalf of the holder(s) of the Bonds.
A copy of letter from Catalyst Trusteeship Limited conveying their consent to act as Debenture
Trustee for the current issue of Bonds and in all communications sent pursuant to the Issue as
Annexure IV.
TCMC hereby undertakes that the rights of the Bondholders will be protected as per the governing
Act, agreement/deed executed/to be executed between TCMC and the Debenture Trustee. The
Debenture Trustee Agreement/Deed shall contain such clauses as may be prescribed under the
Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, and various other
circulars. Further the Debenture Trustee Agreement/Deed shall not contain any clause which has the
effect of (i) limiting or extinguishing the obligations and liabilities of the Debenture Trustee or TCMC
in relation to any rights or interests of the holder(s) of the Bonds; (ii) limiting or restricting or waiving
the provisions of the SEBI Act; SEBI Municipal Regulations and circulars or guidelines issued by
SEBI; and (iii) indemnifying the Trustee or TCMC for loss or damage caused by their act of
negligence or commission or omission.
The Bondholder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to
the Debenture Trustees or any of their agents or authorized officials to do all such acts, deeds, matters and
things in respect of or relating to the Bonds as the Debenture Trustees may in their absolute discretion
deem necessary or require to be done in the interest of the holder(s) of the Bonds.
The Debenture Trustees shall perform its duties and obligations and exercise its rights and discretions, in
keeping with the trust reposed in the Debenture Trustees by the holder(s) of the Bonds and shall further
conduct itself, and comply with the provisions of all applicable laws, provided that, the provisions of
Section 20 of the Indian Trusts Act, 1882, shall not be applicable to the Debenture Trustees. The Debenture
Trustees shall carry out its duties and perform its functions as required to discharge its obligations under
the terms of SEBI Debt Regulations, the Securities and Exchange Board of India (Debenture Trustees)
44Regulations, 1993, the Debenture Trusteeship Agreement, Disclosure Document and all other related
transaction documents, with due care, diligence and loyalty.
Q. Investor Relations and Grievance Redressal
Arrangements have been made to redress investor grievances expeditiously as far as possible. The
Issuer endeavors to resolve the investor’s grievance within 30 days of its receipt. All grievances
related to the issue may be addressed to the Compliance Officer at head office of the Issuer or emailed
to trichymunibond@gmail.com. All investors are hereby informed that the Issuer has appointed a
Compliance Officer who may be contacted in case of any pre-issue/ post-issue related problems such
as non-credit of in the demat account, interest warrant(s)/ cheque(s) etc. Contact details of the
Compliance Officer and Officer In-Charge of dealing with investor grievances in relation to the
municipal bonds are given at point G of this Section-V titled “General Information” at page no. 41
in this Placement Memorandum. The Corporation is registered with the SCORES platform (SCORES
ID: comt00677) of SEBI for the convenience of the investors for filing of any complaint.
[Intentionally Left Blank]
45SECTION-VI: ABOUT THE ISSUER AND CAPITAL STRUCTURE OF THE ISSUER
A. About the Issuer
The Tiruchirappalli City Municipal Corporation is the chief municipal body of Tiruchirappalli City. Presently,
Shri. M. Anbazhagan is the Mayor and Shri. Madhubalan Lingam, I.A.S., is the Commissioner of the Issuer.
Tiruchirappalli City Municipal Corporation is responsible for the civic infrastructure and administration of the
City of Tiruchirappalli in the State of Tamil Nadu, India. The Corporation of the City has set the goal to utilise
its potential for enhancing quality of life for the citizens by providing equal access to the best quality physical
infrastructure and social infrastructure with focus on enhancing economy, protecting the ecology and
preserving the identity and culture of the Tiruchirappalli City.
a. About Tiruchirappalli
Tiruchirappalli City is the fourth largest city in the State of Tamil Nadu and located on the banks of River
Cauvery. The renowned Sri Ranganathaswamy Temple at Srirangam and Thayumana Swamigal Temple at
Rock Fort are located in this City. The Issuer was constituted as a City Municipal Corporation in the year 1993
vide G.O.M.s. No. 260 dated November 22, 1993 (as confirmed vide notification of Municipal Administration
and Water Supply Department, Government of Tamil Nadu numbering G.O. MS. No. 109 dated March 31,
1994). Tiruchirappalli City is an educational centre in the state of Tamil Nadu, and houses nationally
recognised institutions such as National Institute of Technology (NIT), Indian Institute of Management (IIM)
National Law Universities (NLU), and Indian Institute of Information Technology (IIIT) Srirangam.
b. Constitution of the Issuer
Tiruchirappalli City Municipal Corporation, constituted under Article 243Q(1)(c) of the Constitution of India,
1949 and established under the Tiruchirappalli City Municipal Corporation Act, 1994 (“TCMC Act”) as
repealed by the Tamil Nadu Urban Local Bodies Act, 1998 (“TNULB Act”) read with Tamil Nadu Urban
Local Bodies Rules, 2023 vide notification of Municipal Administration and Water Supply Department,
Government of Tamil Nadu numbering G.O. MS. No. 260 dated November 22, 1993 (as confirmed vide
notification of Municipal Administration and Water Supply Department, Government of Tamil Nadu
numbering G.O. MS. No. 109 dated March 31, 1994)
The Issuer, being a corporation established under the Act, which is a state act, is a public sector company for
the purposes of the Income Tax Act, 1961, which defines the term ‘public sector company’ under Section
2(36A) to mean any corporation established by or under any central, state or provincial act or a government
company as defined in the Section 2(45) of the Companies Act, 2013.
c. Composition of the Issuer
In accordance with Section 36 of the TNULB Act, the municipal authorities charged with carrying out the
provisions of the Act for each city are:
a) a Council,
b) a Chairperson,
c) Standing Committee,
d) Wards Committee, and
e) a Commissioner
In accordance with the TNULB Act, the Corporation consists of Councillors chosen by direct election. The
term of office of the councillors shall be five years on and from the date notified by the Tamil Nadu State
Election Commission for assumption of such office as councillor. The term of the councillors shall be co-
extensive with the duration of the Corporation. The corporation shall at its first meeting elect a Mayor and a
Deputy Mayor from amongst the councillors. The term of both the Mayor and Deputy Mayor shall be of five
years. The Corporation can appoint special committees out of its own body to carry out specific works assigned
to it. Wards committees are formed by the State Government for municipalities having population of more
46than 3 Lakhs contiguous wards with powers/functions as notified by the Council. The Commissioner is to be
appointed by the State Government.
d. Elected representatives in TCMC
TCMC area for administrative purposes is divided into five zones (Zone I, Zone II, Zone III, Zone IV and
Zone V). The political wing is an elected body of Councillors headed by a Mayor. TCMC has 65 election
wards. Each election ward is represented by a Councillor. Thus, the total number of Municipal Councillors is
65. The general election is held once in five years and the Mayor’s tenure is maximum of five years.
Under the TNULB Act, 1998, the powers are vested with the Council, which is supreme. The corporation has
statutory and non-statutory functional committees for setting the obligatory and discretionary functions. The
Standing Committee has 9 members and is headed by a Chairperson elected from amongst its Councillors.
The Council under the TNULB Act 1998 also enjoys sanctioning powers.
e. Administrative Cadre in TCMC
The Administrative wing of TCMC works under the command of the Commissioner who heads a team of
officials comprising of Deputy Commissioner/s, Assistant Commissioner/s and other officials like City
Engineer, Executive Engineer, Accounts Officer and ward officers who administer their respective domains.
Each administrative ward is headed by the Assistant Commissioner who is responsible for efficient and smooth
functioning of revenue collection, sanitation and implementation of certain government schemes. The
administrative wing is responsible general administration and supervision of all the development works in the
city, maintenance of infrastructure, collection of taxes, preparation of development plans and budgets, etc.
f. Roles and Responsibilities of the Issuer
Brief Summary of the Business/ Activities of the Issuer
The Act defines the scope and extent of responsibilities of the Issuer. The Issuer is mainly responsible for
providing civic services to the Tiruchirappalli city.
The Corporation undertakes several works as provided in the Act, as enumerated below. However, this list is
not an exhaustive list:
(i) construction and maintenance of roads, culverts and drains which are under the municipality and
those transferred by the Government to the municipality;
(ii) execution and maintenance of water supply schemes required for domestic, industrial or commercial
purposes, except in the municipality where there is a separate authority to which such functions are
assigned;
(iii) protection of water bodies vested with municipalities, public ponds and fountains;
(iv) maintenance of sewerage and drainage schemes and septage management except in the municipality
where there is a separate authority to which such functions are assigned;
(v) control of stray dogs;
(vi) control of vector including mosquito;
(vii) regulation of sale of meat, fish and other perishable food items and sale of other consumer items;
(viii) regulation of trades or trade practices;
(ix) licensing of eating establishment;
(x) disposal of unclaimed corpses or carcasses of animals;
(xi) establishment of public comfort stations, latrine and bathing places;
(xii) construction and maintenance of parks, gardens, play grounds, traffic islands in the urban areas;
(xiii) opening and maintenance of public burial and burning grounds and crematoria;
(xiv) registration of births and deaths;
(xv) installation of street lights and their maintenance;
(xvi) providing parking places for vehicles including taxies and autorickshaws;
47(xvii) public health matters including vaccination and innoculation;
(xviii) maintenance of public markets, shops, shopping complexes, bus stands, bus shelters, rest houses,
public toilets and community toilets;
(xix) solid waste management, liquid waste and used water management;
(xx) prevention or removal of obstructions and projections in or upon streets, bridges and other public
places;
(xxi) numbering and naming of streets;
(xxii) regulation of hoardings, digital banners, placards and advertisements put up for public view on public
or private land;
(xxiii) civic reception to persons of distinction;
(xxiv) organisation of fairs and exhibitions and regulation of private fairs and exhibitions.
(xxv) selection and approval of works under municipal fund and allocation of contribution from municipal
fund to specified schemes; and
(xxvi) any other duty or function assigned to the municipalities by the Government.
f. Achievements
TCMC has been the recipient of various awards/appreciations some of which are enlisted below:
Sr. Name of Award / Purpose Year Name of Ministry
No. Appreciation Achievement /Institution/Organization
1. Swachh City Award Clean City within Tamil 2023 Swachh Survekshan 2023
Nadu (Population˃
1,00,000)
All India Rank 491
2. Clean City Award Best Performance Award 2022 Municipal Administration &
(Intercity Competition Water Supply Department
on over all Cleanliness)
3. Hon’ble Chief Best Corporation 2023 Government of Tamil Nadu
Minister’s Award
B. Details of the capital structure of the Issuer, if applicable.
The Issuer is a Municipal Corporation and as per TNULB Act there is no share capital in any municipal
corporation.
48C. Details of the management structure of the Issuer.
The management structure of the Issuer is as set out below:
49D. Shareholding pattern of the issuer along with top 10 shareholders of the issuer, if applicable.
The Issuer is a Municipal Corporation and does not have any share capital or shareholders.
E. Resolution authorizing the borrowing and list of authorized signatories.
Approval for the Issue
1. Municipal Administration and Water Supply (MC.5) Department, Government of Tamil
Nadu vide its G.O. (D) No. 267 dated May 06, 2025, had approved the bond issuance by
Issuer for issuing Taxable Bonds in form of Debentures up to Rs. 100 crores (Rupees One
Hundred Crores Only).
2. Council Resolution No. 488 dated July 24, 2024 in relation to issue of bonds and
authorizing Commissioner to execute all activities required for this Issue.
3. Council Resolution No. 11 dated February 26, 2025 in relation to issue of bonds and
authorizing Commissioner to execute all activities required for this Issue.
4. Commissioner Letter dated November 20, 2025 constituting the Bond Issue Committee and
certifying the list of members of the Bond Issue Committee.
5. Resolution of the Bond Issue Committee dated December 29, 2025 approving the Project.
6. Resolution of the Bond Issue Committee dated December 29, 2025 approving the
Preliminary Placement Memorandum.
7. Resolution of the Bond Issue Committee dated January 23, 2026 approving the updated
Preliminary Placement Memorandum.
8. Resolution of the Bond Issue Committee dated February 02, 2026 approving the Placement
Memorandum.
F. Details of necessary Resolution(s) for the allotment of Municipal Debt Securities
The resolution for allotment of Bonds shall be passed after the bidding on EBP Platform of NSE.
G. Memorandum and Articles of Association in case the issuer is a body corporate incorporated
under Companies Act, 2013
The Issuer is a Municipal Corporation constituted under TNULB Act, 1998 and hence does not have
any Memorandum and Articles of Association.
H. Details of any Reorganization or Reconstruction of management in the last 1 year of the Issuer.
The Issuer has not undergone any reorganization or reconstruction in the last 1 (one) year. Save and
except routine transfer of officials of the Issuer, the Issuer has not undergone any reorganization or
reconstruction of management in the last 1 (one) year.
I. Details of all the projects undertaken or proposed in terms of cost and means of financing
The Issuer is presently engaged in undertaking the following projects:
1. Underground Sewerage Scheme to added areas of Tiruchirappalli Corporation under Amrut
2.0 – Phase – III
TCMC is undertaking an assessment of demand and gaps in the existing sewerage system and
proposing techno-economically viable solutions for its comprehensive improvement, including
development of an effective operation and maintenance (O&M) framework, preparation of
preliminary cost estimates, and formulation of an implementation strategy. The project covers
supplying, laying, testing, and commissioning of sewer networks in omitted, extended, and left-out
areas across Srirangam Zone and Tiruchirappalli City (Zones 5 to 14), along with associated lifting
stations, pumping stations, pumping mains, and sewage treatment plants at Kelakalkandarkottai and
50Panjapur. The scope includes a complete sewerage system comprising collection networks, trunk
mains, house sewer connections, manholes, sewage treatment works, pump houses, and related
equipment such as sewer cleaning machinery, pumps, and motors.
2. Construction of Sewage Treatment Plant of 100 MLD capacity under AMRUT 2.0 Tranche
TCMC is in the process of construction (designing, engineering, building, commissioning, operating,
and maintaining) a wastewater treatment plant with a capacity of 100 MLD at Panjappur under the
scheme of AMRUT 2.0. The plant will treat raw sewage water using Sequential Batch Reactor (SBR)
technology and will include a tertiary ultra-filtration facility to recycle 10 MLD of treated effluent.
The recycled water will be utilized for the Integrated Bus Terminal at Panjappur.
3. Providing Underground Sewerage Scheme to Phase-IV In Tiruchirappalli City Corporation
under AMRUT 2.0 Scheme
The Corporation proposes to implement the Underground Sewerage System project under Phase IV
to achieve prescribed Urban Sanitation Service Benchmarks and expand consumer coverage at
improved service levels. The scope of this phase includes construction of 143.648 km of sewer
collection pipelines using DWC/HDPE pipes with 5,872 manholes, provision of 16,500 house service
connections (14,850 domestic and 1,650 non-domestic), and development of sewage pumping
infrastructure comprising 9 sewage pumping stations and 14 lift stations. The project also includes
laying of 35.61 km of CI pumping mains for conveying sewage from the proposed pumping and lift
stations to the MPS and STP, execution of highway, NH/SH, and other crossing works, and
comprehensive road restoration.
4. Providing 24x7 water supply to the pilot water zones including operation and Maintenance for
5 Years under AMRUT 2.0
The Corporation proposes to upgrade the citywide water distribution network by remodelling it into
a 24×7 supply system with District Metered Area (DMA) arrangements to enable effective monitoring
and reduction of water losses. The project area, adjoining the Smart City ABD area, covers Wards 51
to 57, comprising 7 wards and 11 distribution zones. The scope includes development of a Hydraulic
Network Model (HNM) incorporating all pipelines of 100 mm diameter and above, based on available
data and supplemented by necessary site investigations. The HNM will be developed using a Digital
Elevation Model (DEM) of the city with 5 m contour intervals provided by the Corporation, with
AutoCAD or equivalent software for drawings and WaterGEMS or equivalent software for hydraulic
modelling.
5. Construction of Srirangam Bus stand at Tiruchirappalli
TCMC is undertaking initiatives to decongest bus stops and streets near the temple entrance in
Srirangam to benefit local residents as well as the large floating population of pilgrims and tourists,
while easing traffic movement, improving travel convenience for all users, and supporting local
commercial activities. The project includes the development of high-quality waiting areas, modern
toilet facilities, and integrated hospital services, along with the design of dedicated spaces to ensure
seamless transportation and improved urban mobility in the central city. Its scope covers planning and
implementation of public toilets, water supply with storage and distribution systems, wastewater
collection and conveyance, stormwater drainage and rainwater harvesting, pumping systems and
accessories, and solid waste management infrastructure.
A summary of capital cost and sources of funds for the projects undertaken are presented in the table below:
51Grants Received
Project Cost (Rs. In Cr) Project Cost share (Rs. in Crores)
(Rs. in Crores)
S.
Project Name
No. Aided
(KFW/World ULB
G.O.
Approved Awarded G.O.I Bank/TUFIDCO (TCM Total G.O.I G.O.T.N.
T.N.
/TNUIFSL) C)
Loans Grant
Underground Sewerage System to the added
1 areas of Tiruchirappalli Corporation under Amrut 425.72 425.72 132.06 52.82 119.96 54.69 66.19 425.72 132.06 52.82
2.0 – Phase – III*
Construction of Sewage Treatment Plant of 100 48.83* 48.83*
2 233.87 283.89 71.35 64.86 50.02 283.89 53.91 26.95
MLD capacity under AMRUT 2.0 Tranche II ** * *
Providing Underground Sewerage Scheme to
3 Phase-IV In Tiruchirappalli City Corporation 230.61 297.47 73.06 66.42 45.57 45.56 66.86 297.47 8.82 8.15
under AMRUT 2.0 Scheme***
Providing 24x7 water supply to the pilot water
4 zones including operation and Maintenance for 5 38.49 38.49 11.54 10.39 16.56 - - 38.49 6.13 6.95
Years under AMRUT 2.0****
Construction of Srirangan Bus stand at
5 11.10 11.10 - 7.77 - - 3.33 11.10 - 6.99
Tiruchirappalli*****
Notes:
* Details given as per Administration Sanction vide Government Order No. (D) 43, dated 26th March 2020 of Municipal Administration & Water Supply (MA.2)
Department, & Revised cost approved by the Government Order No. G.O (Ms) No.195 dated 20th December 2024 of Municipal Administration & Water Supply
(MA.2) Department.
52** Details given as per Administration Sanction vide the Government Order No.G.O.(Ms) No.54 dated 02nd May 2023 of Municipal Administration & Water Supply
(MA.2) Department, & The Government Order No. G.O.(Ms.) No.36 dated 06th March 2024 of Municipal Administration & Water Supply (MA.2). As per the Work
order RoC No.:9025/2023/E7(main) dt.25.06.2024 the work has been awarded for Rs.283.89 Crore which included the O&M cost of Rs.57.54 crore.
*** Details given as per Administration Sanction vide the Government Order No.G.O.(Ms) No.125 dated 02nd September 2023 of Municipal Administration & Water
Supply (MA.2) Department, & The Government Order No.G.O.(Ms.) No.36 dated 06th March 2024 of Municipal Administration & Water Supply (MA.2). Work allotted
for Rs.235.06cr as per the Work order No.RoC No.8543/2024/E7(Main) dated 21.10.2024 which is included O&M and EHS amounts.
**** Details given as per Administration Sanction vide the Government Order No.G.O.(Ms) No.148 dated 22nd November 2023 of Municipal Administration & Water Supply
(MA.2) Department, & The Government Order No.G.O.(Ms.) No.71 dated 20th May 2024 of Municipal Administration & Water Supply (MA.2). Work allotted for
Rs.38.49cr as per the Work order No. RoC No. E4/8662/2024/(Main) dated 15th October, 2024.
***** Details given as per Administration Sanction vide the Government Order No.G.O.(D) No.562 dated 26th September 2023 of Municipal Administration & Water Supply
(MC.5) Department. The work has been awarded for Rs.10.55 Crore (Rs. 8.90 Crore plus GST 1.60 Crore) as per the Work Order RoC No.10198/2023/E8(Main)
dated 30.01.2024 but as per Agreement value noted as Rs.11.10 Crore which is included the MWF – 1% + EB Caution deposits + Land scaping works + PMC&
Design -1%+ Contingencies.
53J. CAPITAL STRUCTURE RELATING TO PROJECT WHICH FUNDS ARE PROPOSED TO BE
MOBILIZED:
The funds to be raised for the Project for Construction of Wholesale and Retail Market at Old
Madurai Road in Panjappur from the following sources:
S. No. Description Total Amount
(Rs. in Crores)
1. TCMC Contribution (including GoI/GoT.N. grants and 136.00
internal accruals)
2. External Borrowing (Bonds) 100.00
Total Outflow 236.00
A summary of capital cost and sources of funds for the Project are presented in the table below:
(Rs. in Crores)
Funding Pattern*
Infrastructure Grant of funding ULB Funds
Notification/Circular
and Amenities from GoT.N. (TCMC) from
Details
Fund (Capital Grant Fund Municipal
2025-26) Bonds
G.O. (D) No. 267 from 120.00 8.00 8.00 100.00
Municipal
Administration and
Water Supply (MC. 5)
Department
*The cost for Project is as approved by the resolution of the Council dated February 26, 2025 and
the resolution of Bond Issue Committee dated December 29, 2025. The Project Cost (inclusive of GST)
is as per DPR issued by the Project Consultant and as certified by its certificate dated December 29,
2025 and which may vary during implementation. Any incremental cost due to delays or any reason
shall be borne by TCMC.
K. CAPITAL GRANT FOR THE PROPOSED PROJECT AND THE AMOUNT RECEIVED IN
THIS REGARD:
Construction of Wholesale and Retail Market at Old Madurai Road in Panjappur:
(Rs. in Crores)
Particulars Infrastructure and Grant of funding from
Amenities Fund GoT.N. (Capital Grant
Fund 2025-26)
Capital Grant Proposed for the 120.00 8.00
Project
Capital Grant Received for the 0.00 0.00
Project*
*There are no grants received till date for the Project.
L. DETAILS OF STATE FINANCE COMMISSION GRANT RECEIVED ON ANNUAL BASIS:
Particulars Gross Amount Received (Rs. in Crores)
Financial Year 2024-25 137.56
Financial Year 2023-24 131.41
Financial Year 2022-23 93.08
54In addition to State Finance Commission Grants received by the Issuer, as mentioned for the last three
years in table above, the revenue grants received and spent during the last three years by the Issuer is
set out below:
Particulars Financial Year (Rs. in Crores)
2022-2023 2023-2024 2024-2025
Revenue Grants
14.12 20.82 15.88
Received*
Revenue Grants
14.12 20.82 15.88
Spent**
Note: The Issuer has not received any refundable grants.
* Revenue Grants received include duties on transfer of properties received from Government of
Tamil Nadu.
** Grant-wise earmarking or utilisation tracking is not followed by the Issuer
[Intentionally Left Blank]
55SECTION-VII: OBJECTS OF THE ISSUE
A. The proceeds of the proposed issue shall be clearly earmarked for a defined project or a set of
projects along with the location of the project and plant and machinery, technology, process, etc.:
The proceeds of the Issue are being earmarked for the following project:
“Construction of Wholesale and Retail Market at Old Madurai Road, Panjappur”.
The Corporation has proposed to construct an integrated transport hub at Panjapur having a new Bus
Terminus, MUFC, Truck Terminal, Roads and other infrastructure and market complex. One of the
components of the integrated transport hub is the market complex.
The proposed area spanning 22 acres will facilitate the farmers to market their produce. With its regional
connectivity well established by road connectivity to Madurai, Dindigul, Pudukottai, Thanjavur, Karur
and Chennai districts via the upcoming semi-ring roads, it is expected to turn into a hub for
wholesale/retail vegetable and fruit sales market.
The proposed Project consists of wholesale/retail building (2 nos) built up area of 27,343.10 sq.m of 840
shops with office space. The other building blocks consists of 7 nos Grain shops built up area of 5723.20
sq.m of 149 shops, 1 No mandi (1345 sq.m), 1 No restaurant (693sq.m), 4 external toilet blocks
(848sq.m), vending space (850 nos) along with landscaping, external development and street lighting.
The total cost of the Project is estimated to be 236.00 Crores.
Need for the Project
1. The two existing vegetable markets in and around Tiruchirappalli City are inadequate to handle its
wholesale and export needs. The old Gandhi Market serves as a hub of vegetable and fruit vendors in
the central districts of Tiruchirappalli. Over the years, as the three-acre market became inadequate to
handle the crowd and started affecting public mobility on Thanjavur Main Road, East Boulevard
Road and Sub Jail Road.
2. Since there is road connectivity to Madurai, Dindigul, Pudukottai, Thanjavur, Karur and Chennai
districts via the upcoming semi-ring roads, it would be easy for the farmers as well as the vendors to
reach the proposed market which would certainly turn as a hub for wholesale vegetable and fruit sales.
3. As the new bus stand and truck terminal would be very close to the proposed market, traders from
other districts will also be interested.
B. Details of location, plant and machinery, technology, process etc. for Project as stated below:
Location The Project site location is in the south western part of the Trichy near to the
National Highway-38 (Trichy - Chennai highway) on one side and Korai River
on the other side of Panjappur village.
Plant & Machinery/ Construction of Wholesale and Retail Market at Old Madurai Road Panjappur
Components involve the utilization of a diverse range of plants and machinery to ensure
efficient and precise execution. Below is a list of machinery to be used in relation
to the construction of wholesale and retail market:
Excavator (Heavy type): These machines are essential for digging and
excavating the foundation and trenches required for the building.
Hydraulic piling rig: These piling rigs is essential for drilling the earth for
pile foundation.
Concrete Batching Plants: The Batching plants are used to produce large
quantities of concrete with specified mix designs, ensuring the structural
integrity of the buildings.
Concrete Pump Trucks: Used to pump and place concrete in hard-to-reach
areas, ensuring proper filling and consolidation.
56 Formwork Systems: To mould and shape the concrete during construction,
formwork systems are employed for creating walls, slabs, and other
structural elements.
Rebar Cutters and Benders: Essential for cutting and bending reinforcing
steel bars to the required specifications for structural reinforcement.
Vibratory Roller: Vibratory compactors help in achieving proper
compaction of soil and backfill materials around the foundation of the
building and road work.
Ajax Self loaders: Used to mix concrete batches on-site, ensuring a
consistent and quality mix for construction.
Crane: Mobile and crawler cranes are employed for lifting and placing
heavy components during various stages of construction.
Earthmoving Equipment (Bulldozers, Loaders): Used for moving and
levelling earth during site preparation and construction.
Surveying Instruments: Precision instruments such as total stations and
GPS systems are used for accurate layout and alignment of the building
structures.
Concrete Vibrators: Ensure proper consolidation of concrete to eliminate
air voids and enhance structural strength.
The coordinated deployment of the aforementioned plant and machinery is
essential for the efficient and timely execution of the construction works. In
addition to the equipment listed above, other plant and machinery may also be
required depending on site conditions, construction methodology, and project
requirements.
Process and 1. Site Selection and Surveying:
Technology Process: Initial site selection involves evaluating factors such as easy
transport, adequate area for market building and traffic less movement.
Technology: Surveying instruments such as total stations and GPS are
used for accurate site measurements and data collection.
2. Design and Planning:
Process: Engineers develop detailed structural and architectural plans
considering commercial demand, design calculations, and safety
standards.
Technology: Computer-Aided Design (CAD) software is commonly
used for creating detailed blueprints, and ETABS software aids in
designing the structure.
3. Excavation and Foundation Construction:
Process: Site preparation involves excavation for regular foundation
and pile rig drilling for pile foundation.
Technology: Earthmoving equipment, including excavators and
bulldozers, is utilized for efficient excavation. Hydraulic pile rig
machine used for drilling earth.
4. Reinforcement and Formwork:
Process: Reinforcement bars are cut and bent according to design
specifications. Formwork is erected to mould and shape the concrete.
Technology: Rebar cutters and benders, along with advanced
formwork systems, enhance precision and efficiency.
5. Concrete Placement:
Process: High-quality concrete is mixed and poured into the formwork
to create the structural components.
Technology: Concrete batching plants and transit mixers ensure
consistent and quality concrete mixes, while concrete pumps facilitate
precise placement.
6. Curing and Quality Control:
Process: Proper curing methods are employed to enhance concrete
strength. Quality control measures are implemented throughout the
construction process.
Technology: Temperature and moisture sensors, along with non-
destructive testing methods, contribute to quality assurance.
577. Finishing work:
Process: The process of finishing consists of plastering and painting the
masonry wall, flooring the surface with different stone and tiles, and
fixing doors and windows to achieve high-quality finishing and easy
maintenance.
Technology: Construction accuracy and efficiency are enhanced by the
use of levelling machines and stone cutting machines.
8. Plumbing and Fire safety work:
Process: Supplying and delivering all the necessary pipes and materials
for connecting building to the water system, making sure everything is
provided for an effective and smooth water distribution setup in market
and toilet buildings as well as the necessary pipes, sprinklers and
hydrant systems used to ensure fire safety.
9. Hydro Testing: Conducting hydrostatic testing on pipes to assess their
structural integrity, durability, and leak resistance, a meticulous process
involving pressurizing the pipes with water to verify their performance under
various conditions.
10. Electrical work:
Process: Supplying and installing top-quality wires and fixtures, as well
as connecting them to the power supply system
Technology: Electrical safety technologies include devices like circuit
breakers, surge protectors, and ground fault circuit interrupters (GFCIs).
These devices help protect against electrical shock, fires, and other
hazards.
11. Landscaping and Surrounding Infrastructure:
Process: Landscaping is performed around the parking, and
surrounding infrastructure is developed.
Technology: Advanced landscaping techniques and civil engineering
technologies contribute to the aesthetic and functional aspects of the
project.
The successful construction of Wholesale and Retail market involves the
integration of these processes and technologies to ensure seamless functioning.
C. Where the issuer proposes to undertake more than one activity or project, such as diversification,
modernization, or expansion, etc., the total project cost activity-wise or project wise as the case may
be.
The activity-wise project cost for the Project is given below:
Sr. No. Particulars Amount (In Crores)*
A.
1. Civil work
A Primary Market & Grain shops 142.74
B Toilet block 4 nos. 2.67
C Restaurant Building 1.48
D Mandi Block 2.51
External Development (road, parking, drain, sump & 23.44
E
compound wall)
2. Service work 18.09
(Public Health Engineering, Fire, Electrical & Security system)
Sub Total 190.93
Addition for GST at 18% 34.37
Provision of Labor Welfare Fund @ 1% 1.91
Centage Charge @ 2.5% 4.77
58Provision for EB Caution Deposit and Transformer 0.05
Contingencies and Petty Supervision Charges < 2.5% 3.97
TOTAL COST 236.00
*The cost of the Project has been approved by the resolution of the Council dated February 26, 2025 and
the resolution of the Bond Issue Committee dated December 29, 2025. The Project Cost (inclusive of GST)
is as per the Detailed Project Report (DPR) issued by the Project Consultant and certified vide its certificate
dated December 29, 2025. The work on the Project is currently under progress, as certified by the Project
Consultant vide its certificates dated December 29, 2025 and January 21, 2026 and the same may vary
during the course of implementation. In the event the Project is expected to be delayed, any incremental
cost arising due to delays or for any other reason shall be borne by TCMC.
D. Issuer is implementing the project in a phased manner, the cost of each phase, including the phase,
if any, which has already been implemented, shall be separately given.
Not Applicable, as the Project is being executed in single phase only.
E. An investment plan for the project components as well as phases thereof as well as financing thereof
as approved by the local authority or the agency as the case may be.
A summary of capital cost and sources of funds for the proposed Project are presented in the table below:
Funding Pattern (Rs. in Crore)* Total
Infrastructure Fund from Urban Local Body Capital Grant
and Amenities Municipal Share Fund (2025-
Fund Corporation 26)
(Bonds)**
120.00 100.00 8.00 8.00 236.00
* The Funding Pattern for the Project has been approved by the Government of Tamil Nadu as per
Administrative Sanction vide G.O. No. 267 from Municipal Administration & Water Supply (MC.5)
Department dated May 06, 2025.
** The Council of the Corporation vide resolution no.488 dated July 24, 2024 and resolution no. 11 dated
February 26, 2025 has approved to raise funds through Issuance of Municipal Bonds.
The Issuer confirms that its contribution for the Issue shall not be less than 20% (Twenty percent) of the cost
of the Project, which shall be contributed from its internal resources.
[Intentionally Left Blank]
59F. Schedule of implementation of the Project:
Activity Estimated Date of Physical Financial
Completion* Target (%)* Target (%)*
Project Construction
Civil Work
Site Clearance and Gravel filling Completed
Structural Foundation March 25, 2026 20.96% 20.96%
(Upto plinth level)
Structural Framing June 18, 2026 59.48% 59.48%
Finishing and Miscellaneous work September 16, 2026 82.59% 82.59%
Road work
Laying subgrade November 15, 2026 85.87% 85.87%
White toping and signage fixing January 09, 2027 89.81% 89.81%
PHE & Fire safety work
Pipe installation & fixture fitting February 23, 2027 92.69% 92.69%
Testing and commissioning March 15, 2027 93.20% 93.20%
Electrical work
Wiring and Installation April 29, 2027 98.38% 98.38%
Testing and commissioning May 24, 2027 99.29% 99.29%
Construction of Compound wall
Foundation and wall construction July 03, 2027 99.82% 99.82%
Finishing July 27, 2027 100% 100%
*The above estimated date of completion, as well as the physical and financial targets, are indicative in
nature and may vary based on the actual progress and completion of the work.
G. Benchmarks for commencement and completion of the Project including milestone dates for all
components of the Project:
Duration
Estimated Date of Estimated Date
Activity (in Days)
Start* of Completion*
Civil work
Site Clearance and Gravel filling - Completed
Structural Foundation (Up to plinth level) 196 September 11, 2025 March 25, 2026
Structural Framing 160 January 09, 2026 June 18, 2026
Finishing and Miscellaneous work 90 June 18, 2026 September 16, 2026
Road work
Laying subgrade 60 September 16, 2026 November 15, 2026
White toping and signage fixing 55 November 15, 2026 January 09, 2027
Public Health Engineering & Fire safety work
Pipe installation & fixture fitting 45 January 09, 2027 February 23, 2027
Testing and commissioning 20 February 23, 2027 March 15, 2027
Electrical work
Wiring and Installation 45 March 15, 2027 April 29, 2027
Testing and commissioning 25 April 29, 2027 May 24, 2027
Construction of Compound wall
Foundation and wall construction 40 May 24, 2027 July 03, 2027
Finishing 25 July 03, 2027 July 27, 2027
*The above estimated date of start and completion, are indicative in nature and may vary based on the
actual progress and completion of the work.
60H. Details and status of the regulatory approval (if required):
The Project has been approved technically by the competent authority office of Directorate of Municipal
Administration (DMA) in Chennai vide No.18484/2023/D01 dated March 21, 2023 and approved by the
Government of Tamil Nadu through Administrative Sanction from Municipal Administration and Water
Supply (MC.5) Department vide its G.O. (D) No. 267 dated May 06, 2025.
Details and status of regulatory approvals/NOCs/permits/ /consents required to be obtained by the Issuer
for implementation of the Project are as below:
S. Description of Approval/ Arrangement and Name of the Status of Approval
No Authority / Agency
1. Environmental Clearance for Whole Sale and Retail Market from State Received on August 22,
Environment Impact Assessment Authority (SEIAA), Ministry of 2025
Environment, Forest and Climate Change
2. Fire License for Whole Sale and Retail Market from Fire and Rescue December 27, 2025*
Services Department
3. Approval for Building Plan –Technical Concurrence for Public The Issuer is in process of
Building (“Whole Sale and Retail Market”) by Joint Director, District applying for approval of
Town & Country Planning Office, Trichy Building Plan
*Fire NOC is downloaded by the Issuer from Tamil Nadu Single Window Portal on January 02, 2026.
Other than the approvals mentioned above, there are no other regulatory approvals required to be obtained by
the Corporation for implementation of the Project.
I. The current completion status of the Project is as follows:
The tendering process of the in relation to the project of “Construction of Wholesale and Retail Market at
Old Madurai Road in Panjappur” (“Project”) has completed and the Project has been awarded to M/s RR
Thulasi Builders India Pvt. Ltd., Erode (JV) M/s. SR United Infra Developers, vide order no. E1/3242/2024
(Main) dated July 28, 2025 (“Work Order”). As per the Agreement executed by the Issuer with the
contractor the Project is scheduled to be completed within 24 months from the date of the issue of notice
to proceed for work (Work Order). The work on the Project is currently underway.
The current completion status of the Project is as follows:
Physical target (%) Financial target (%)
Project Construction
9.57 10.59
J. Expenses of the Issue
Expenses of the issue along with a break-up for each item of expense, including details of the fees payable
to/for separately as under (in terms of amount, as a percentage of total issue expenses and as a percentage
of total issue size):
61Amount (in Rs.) Percentage of
Percentage of total
Expenses Head (Excluding total issue
issue size
Taxes)* expenses
Fees to Merchant Banker(s) (including
1,00,000.00 2.47% 0.01%
commissions, if any)
Brokerage, selling commission and upload
0.00 0.00% 0.00%
fees
Fees to the Registrar to the Issue 12,500.00 0.31% 0.00%
Fees to the Legal Advisor to the Issue 4,95,000.00 12.23% 0.05%
Advertising and marketing expenses
0.00 0.00% 0.00%
(including road shows and investors meet)
Regulators including stock exchange 1,05,000.00 2.59% 0.01%
Printing and distribution of issue stationery 0.00 0.00% 0.00%
Others, if any (fees of Rating Agencies,
Debenture Trustee, Depositories, SEBI 33,35,551.00 82.40% 0.33%
filing fees, REF deposit etc.)
Total (exclusive of taxes) 40,48,051.00 100.00% 0.40%
*Indicative amounts.
The Issuer has not and any person who is connected with the Issue shall not offer any incentive, whether
direct or indirect, in any manner, whether in cash or kind or services or otherwise to any person for making
an application in the Issue, except for fees or commission for services rendered in relation to the Issue. The
expenses in relation to the Issue are not being paid out of the proceeds of the Issue. The expenses in relation
to the Issue are being met through the internal accruals of the Issuer.
[Intentionally Left Blank]
62SECTION-VIII: TAX BENEFITS
Any special tax benefits (under direct and indirect tax laws) for the issuer and its investors:
To,
Tiruchirappalli City Municipal Corporation,
Bharathidasan Road, Cantonment,
Tiruchirappalli-620001, Tamil Nadu, India
Dear Sir/Madam,
Sub: STATEMENT OF SPECIAL TAX BENEFITS (UNDER DIRECT AND INDIRECT TAX
LAWS) AVAILABLE TO TIRUCHIRAPALLI CITY MUNICIPAL CORPORATION (THE
“CORPORATION”/ “ISSUER”/ “TCMC”) AND ITS INVESTORS PREPARED IN
ACCORDANCE WITH THE REQUIREMENTS UNDER SCHEDULE I (6) OF THE
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF
MUNICIPAL DEBT SECURITIES) REGULATIONS, 2015 AS AMENDED (SEBI ILMDS
REGULATIONS) FOR THE PROPOSED ISSUE BY TIRUCHIRAPALLI CITY
MUNICIPAL CORPORATION OF UP TO 10,000 (TEN THOUSAND) SECURED, NON-
CONVERTIBLE, NON-CUMULATIVE, LISTED, RATED, REDEEMABLE, TAXABLE
MUNICIPAL BONDS IN THE NATURE OF DEBENTURES (“MUNICIPAL BONDS” /
“BONDS”/ “DEBENTURES”) OF FACE VALUE OF RS. 1 LAKH (RUPEES ONE LAKH
ONLY) EACH AT PAR AMOUNTING UP TO RS. 100 CRORE (RUPEES ONE HUNDRED
CRORE ONLY) ON A PRIVATE PLACEMENT BASIS (“ISSUE”) UNDER SECURITIES
AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF MUNICIPAL DEBT
SECURITIES) REGULATIONS, 2015 AS AMENDED FROM TIME TO TIME
_______________________________________________________________________________________
1. We, M/s. Arun and Sujatha, Chartered Accountants, refer to the proposed Issue by Tiruchirappalli City
Municipal Corporation (the “Issuer”) and enclose the statement of special tax benefits available to the
Issuer and Investors under the Income Tax Act, 1961 (the “Statement”) showing the special tax
benefits on issue of Bonds applicable to the Issuer and Investors as per the provisions of the Income
Tax Act, 1961 (the “Act”) and Income Tax Rules, 1962 including amended up to Finance Act, 2024
and other amendments applicable as on the date of this Statement as applicable for the financial year
2025-2026, for inclusion in the Preliminary Placement Memorandum and Placement Memorandum
which are proposed to be filed by the Issuer with the Stock Exchanges, the Securities and Exchange
Board of India and any other regulatory authority in connection with the Issue. Several of these benefits
are dependent on the Investors fulfilling the conditions prescribed under the relevant provisions of the
Act. Hence the ability of the Investors to derive these tax benefits is dependent upon their fulfilling
such conditions.
2. The benefits discussed in the enclosed statement are neither exhaustive nor conclusive. The contents
stated in the Statement are based on the information and explanations obtained from the Issuer. This
statement is only intended to provide general information to the Investors and is neither designed nor
intended to be a substitute for professional tax advice. In view of the individual nature of the tax
consequences and the changing tax laws, each debenture holder is advised to consult their own tax
consultant with respect to the specific tax implications arising out of their participation in the Issue. We
are neither suggesting nor are we advising the Investors to invest money based on this statement. We
do not express any opinion or provide any assurance as to whether:
• the Issuer or the Investors will continue to obtain these benefits in similar manner in future;
• the conditions prescribed for availing the benefits have been / would be met with; and
• the revenue authorities/courts will concur with the views expressed herein.
633. We hereby give our consent to include the Statement in the Preliminary Placement Memorandum and
Placement Memorandum in connection with the Issue to be filed by the Issuer with the Stock
Exchange(s), the Securities and Exchange Board of India and any other regulatory authority in relation
to the Issue and such other documents as may be prepared in connection with the Issue.
4. Limitations
Our views expressed in the Statement enclosed are based on the facts and assumptions indicated above.
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 reasonable interpretation, which are
subject to change from time to time. We do not assume responsibility to update the views consequent
to such changes.
5. This Statement is addressed to you solely for the use of the Issuer in relation to the Issue and, except
with our prior written consent, is not to be transmitted or disclosed to, or used or relied upon by any
other person or used or relied upon by you for any other purpose, save that you may disclose this
Statement to Tipsons Consultancy Services Private Limited (the “Permitted Recipients”). We
further consent to the above details being included for the records to be maintained by the Merchant
Bankers in connection with the Issue and in accordance with the provisions of the applicable laws.
For M/s. Arun and Sujatha, Chartered Accountants
Name: CA A V Arun
Designation: Partners
Membership No.: 214530
Firm’s Registration No.: 011415S
UDIN: 25214530MAYUC4385
Place: Salem
Date: 29-12-2025
64STATEMENT OF SPECIAL TAX BENEFITS
Under the existing provisions of law, the following special tax benefits, inter alia, will be available to the
Issuer and Debenture Holder(s). The tax benefits are given as per the prevailing tax laws and may vary from
time to time in accordance with amendments to the law or enactments thereto.
The information given below lists out the special tax benefits available to the Issuer and Debenture Holder(s),
in a summary manner only and is not a complete analysis or listing of all potential tax consequences of the
subscription, ownership and disposal of the Debentures. The Debenture Holders are advised to consider in
its own case, the tax implications in respect of subscription to the Debentures after consulting its tax advisor
as alternate views are possible. We are not liable to the Debenture Holders in any manner for placing reliance
upon the contents of this statement of special tax benefits.
We have also perused the relevant provisions of Income Tax Act,1961, Central Goods and Service Tax Act
(CGST), State Goods and Service Tax Act (SGST) and Integrated Goods and Service Tax Act (IGST) along
with the notifications issued by the revenue authorities from time to time.
On the basis of such perusal/examination of the provisions and on the discussions held with the officials of
Issuer, we are of the opinion that the following special tax benefits are available to the Issuer and the
Debenture Holders:
DIRECT TAXES
IMPLICATIONS UNDER THE INCOME-TAX ACT, 1961 (“IT Act”)
We have perused various provisions of tax exemption / tax rebates specified under Chapter III and Chapter
VI A of the IT Act. From the perusal of the said Chapters, our opinion is as under:
In accordance with the provisions of the Income-tax Act, 1961, surcharge and health & education cess shall
be added to the rate of tax, wherever applicable.
Benefits to the Issuer
The Income of the Issuer from specified sources are exempted under Section 10(20) of the IT Act.
“the income of a local authority which is chargeable under the head "Income from house
property", "Capital gains" or "Income from other sources" or from a trade or business
carried on by it which accrues or arises from the supply of a commodity or service (not being
water or electricity) within its own jurisdictional area or from the supply of water or
electricity within or outside its own jurisdictional area.
Explanation. —For the purposes of this clause, the expression "local authority" means—
(i) Panchayat as referred to in clause (d) of article 243 of the Constitution; or
(ii) Municipality as referred to in clause (e) of article 243P of the Constitution; or
(iii) Municipal Committee and District Board, legally entitled to, or entrusted by the
Government with, the control or management of a Municipal or local fund; or
(iv) Cantonment Board as defined in section 3 of the Cantonments Act, 1924 (2 of 1924);”
As per the provisions of Section 10(20) of the IT Act read with the other relevant provisions of the IT Act
and the Income Tax Rules, 1962 and as per the information and explanations given to us,
“Proceeds received by the Issuer on issuance of the Debentures constitute capital receipts and do not give
rise to taxable income under the Income-tax Act, 1961.”
Apart from the above, there are no special tax benefits available under the IT Act.
Benefits to the Debenture holder(s)
The interest income earned on investment made in municipal bonds are not exempt under the provisions of
65Chapter III of the IT Act. Also, there are no special tax benefits available under any other provisions of the IT
Act.
Also, the capital gains arising on transfer of municipal bond are not exempt under Chapter IV of IT Act.
Tax at source shall be deducted on interest as per the rate applicable under the IT Act.
Tax deduction at source concession to the Foreign Portfolio Investors (“FPIs”)
“Section 194LD concessional rate may not be applicable to municipal bonds unless specifically notified by the
Central Government. In absence of such notification, interest income of FPIs shall be governed by Section
195/115AD read with applicable DTAA provisions.”
Section 194LD of the IT Act reads as under:
“(1) Any person who is responsible for paying to a person being a Foreign Institutional Investor or a Qualified
Foreign Investor, any income by way of interest referred to in sub-section (2), shall, at the time of credit of
such income to the account of the payee or at the time of payment of such income in cash or by the issue of a
cheque or draft or by any other mode, whichever is earlier, deduct income-tax thereon at the rate of five per
cent.
(2) The income by way of interest referred to in sub-section (1) shall be the interest payable,—
(a) on or after the 1st day of June, 2013 but before the 1st day of July, 2023 in respect of
the investment made by the payee in—
(i) a rupee denominated bond of an Indian company; or
(ii) a Government security;
(b) on or after the 1st day of April, 2020 but before the 1st day of July, 2023 in respect of the
investment made by the payee in municipal debt securities:
Provided that the rate of interest in respect of bond referred to in sub-clause (i) of clause (a) shall not exceed
the rate as the Central Government may, by notification in the Official Gazette, specify.
Explanation.—For the purpose of this section,—
(a) "Foreign Institutional Investor" shall have the meaning assigned to it in clause (a) of the Explanation
to Section 115AD;
(b) "Government security" shall have the meaning assigned to it in clause (b) of section 2 of the Securities
Contracts (Regulation) Act, 1956 (42 of 1956);
(ba) "municipal debt securities" shall have the meaning assigned to it in clause (m) of sub-regulation (1)
of regulation 2 of the Securities and Exchange Board of India (Issue and Listing of Municipal Debt
Securities) Regulations, 2015 made under the Securities and Exchange Board of India Act, 1992 (15
of 1992);
(c) "Qualified Foreign Investor" shall have the meaning assigned to it in the Circular No.
Cir/IMD/DF/14/2011, dated the 9th August, 2011, as amended from time to time, issued by the
Securities and Exchange Board of India, under section 11 of the Securities and Exchange Board of
India Act, 1992 (15 of 1992).
“Section 194LD provides for a concessional withholding tax rate of 5% on interest payable to Foreign
Portfolio Investors in respect of municipal debt securities for interest payable on or after 1 April 2020 and
before 1 July 2023. Since the proposed municipal bond issue entails interest payments beyond the said
period and in the absence of any legislative extension, the concessional rate under Section 194LD is not
applicable. Accordingly, interest income of FPIs would be governed by Section 195 read with Section
115AD and applicable DTAA provisions.”
Deduction of Tax at Source on interest on NCDs
1. Income Tax is deductible at source at the rate of 10% (no surcharge or health education cess) on
66interest on NCDs held by resident Indians in accordance with Section 193 of the IT Act. In cases
where interest is to be paid to an Individual or hindu undivided family (“HUF”) (being the NCD
Holder) is less than Rs. 10,000 and interest is to be paid by way of account payee cheque then the
relevant NCD Holder may seek non deduction of tax at source on the interest on NCDs by submitting
the prescribed declaration/certificates with the Issuer and the RTA at the aforesaid address on or prior
to the relevant Record Date.
2. In case of NCD Holder who is a resident Individual or resident HUF claiming non-deduction or lower
deduction of tax at source under section 193 of the IT Act, 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
Debenture Holders (other than companies and firms), or (b) a certificate, from the Assessing Officer
which can be obtained by all Debenture Holders (including companies and firms) by making an
application in the prescribed form i.e. Form No. 13.
3. Debenture Holders may seek/ may be granted, as the case may be, non-deduction or lower deduction
of tax at source in following instances under the IT Act:
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 by the NCD Holder with
the Company before the Record Date for payment of 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 IT 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;
d) All mutual funds registered under Securities and Exchange Board 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 interest 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;
e) Interest payable to Life Insurance Corporation and General Insurance Corporation and any other
insurers are exempted from deductions of tax at source under Section 193 of the IT Act;
f) Interest payable to entities falling under the list of entities exempted from TDS by the circular no.
18/2017 by Central Board of Direct Taxes (whose income is unconditionally exempt under Section
10 of the IT Act and who are also statutorily not required to file return of income as per Section 139
of the IT Act);
g) Any other specific exemption available to any other category of investors under the IT Act.
674. In case(s) where the NCD Holder(s) do not submit the declaration/ certificates as per format prescribed
under applicable laws with the Issuer and the RTA at the specified address on or prior to the relevant
Record Date for payment of interest on the NCDs, the Issuer shall not be liable to refund the applicable
amount of tax deducted at source and the NCD Holders would be required to directly take up with the
tax authorities for refund, if any.
5. Documents required in cases of lower/ non-deduction of TDS due to exemption available
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 Issuer
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 will be NIL; and
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, unless specified otherwise hereinabove:
S. Class of Investors Relevant Section Documents to be taken on record from
No. which grants TDS Investors
exemption
1 Resident Individual or Claiming non- Form No.15G with PAN / Form No.15H with
resident HUF deduction or lower PAN / Certificate issued u/s 197(1) has to be
deduction of tax at filed with the Issuer.
source under section However, in case of NCD Holders claiming
193 of the IT Act, non- deduction or lower deduction of tax at
source, as the case may be, the NCD Holder
should furnish either a declaration (in
duplicate) in the prescribed form i.e. Form
15H which can be given by individuals who
are of the age of 60 years or more Form 15G
which can be given by all applicants (other
than companies, and firms), or 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.
682 Non-residents- (Other For Non-deduction A certificate under section 197 of the IT Act
than FIIs/FPIs) or lower deduction from the Indian Assessing Officer for nil /
of tax at source u/s lower deduction of tax at source by making an
195 of the IT Act application in the prescribed form (i.e. Form
No.13.)
3 Life Insurance Clause vi of Copy of Registration certificate
Corporation of India Proviso to Section
193
4 General Insurance Clause vii of Copy of Registration certificate Copy of
Corporation of India, Proviso to Section shareholding pattern
Companies 193
formed under section
16(1) of General
Insurance Business Act,
1972 and any company in
which GIC has full
Beneficial interest (100%
shareholding)
5 Any Insurer (like SBI Clause viii of Copy of Registration certificate issued by
Life Insurance, Max Life Proviso to Section IRDA
Insurance etc.) 193
6 Mutual Funds Section 196(iv) read Copy of Registration certificate issued by
with Section 10(23D) SEBI / RBI and notification issued by Central
Government
7 Government, RBI and Section 196(i),(ii) and In case of Corporation, Declaration that their
corporation established (iii) income is exempt from tax with applicable
under Central / State Act provisions
whose income is exempt
from tax
8 Recognized Provident Section 10(25) and Copy of Registration and Recognition
Funds, Recognized 10(25A) and CBDT certificate issued by relevant statutory
Gratuity Funds, Circular - 18/2017 authorities and income-tax authorities and
Approved Declaration from the funds that their income
Superannuation Funds, is exempt u/s 10(25) and 10(25A)
Employees’ State
Insurance Fund etc.
9 New Pension System Section 10(44) read Relevant Registration certificate issued to
Trust with Section 196(iii) NPS Trust under section Indian Trusts Act,
and CBDT Circular - 1882
18/2017
10 Other entities like Local Section 10(20) etc. read Declaration that they fall within the relevant
authority, Regimental with CBDT Circular - income-tax section and eligible for income-
Funds, IRDA etc. 18/2017 tax exemption on their income
11 Alternative Section 197A(1F) Copy of Registration certificate issued by
Investment Funds SEBI
(Category I and II)
INDIRECT TAXES
Benefits to the Issuer
The Issuer is exempted from provisions of goods and service tax only on municipal services. There are no
special tax benefits on the issuance of municipal bonds.
69Benefits to the Debenture holder(s)
No special indirect tax benefits are available on issue of municipal bonds to the investors.
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.
70SECTION-IX: ISSUE SPECIFIC INFORMATION
A. Issue/instrument specific regulations
The Bonds are proposed to be issued in accordance with SEBI Municipal Debt Regulations and
relevant circulars of SEBI, as amended from time to time.
The TNULB Act provides borrowing powers to TCMC. The proposed issue is being made pursuant
to Section 66 of the TNULB Act, 1998 read with Rule 237 of the TNULB Rules, 2023 and is subject
to the provisions of the TNULB Act, the terms of this Placement Memorandum and other terms and
conditions as may be incorporated in the Transaction Documents. The Issuer has obtained approval
for the Issue of bonds as mentioned under Section-VI tilted “About the Issuer and Capital Structure
of the Issuer” on page no. 46.
Section 66 of the TNULB Act provides that the Corporation:
(1) with the previous sanction of the Government, from time to time and in pursuance of any
resolution passed at a special meeting, borrow any sum of money, subject to the revenue
generation of the project, financial viability and repayment capacity of the municipality
(i) by way of debentures by raising loans from any Scheduled or Nationalised Bank or from
any other Financial Institutions or Agencies as may be approved by the Government in
this behalf, on the security of all or any of the taxes, duties, fees and dues authorised by
or under this Act, for the purposes as may be determined by the Government;
(ii) by way of raising loan from the public by issue of bonds for incurring specific items of
capital expenditure.
(2) The amount of loan, the rate of interest and the terms including the date of flotation, the time
and method of repayments and the like shall be subject to the approval of the Government.
(3) When any sum of money has been borrowed under sub-section (1), no portion thereof shall
without the previous sanction of the Government, be applied to any purpose other than that for
which it was borrowed.
Further Rule 237 of the TNULB Rules, 2023 provides for debentures and sinking fund as follows:
(1) The council may, by a resolution passed at a special meeting, raise loan by way of debentures,
issue bonds or otherwise on the security of all or any of the taxes and fees for the construction
of works or to pay any debt or loan due to be paid by the municipality:
Provided that no loan shall be raised without the previous sanction of the Government. The
amount of the loan, rate of interest including the date of flotation of loan, the time, the method
of repayment and the like shall be subject to the approval of the Government.
(2) The Commissioner after the resolution is passed by the council under sub-rule (1), shall apply
for the sanction of the Government through the Director.
(3) When any sum of money has been borrowed under sub-rule (1), no portion of any loan shall
be applied to any purpose other than that for which it was borrowed.
(4) The municipality shall maintain sinking funds for the repayment of loan or for debentures and
bonds issued and shall remit the installment amount into such sinking funds for repayment
within such period as may be fixed by the Government.
(5) The borrowing of money by way of loans or debentures or bonds or otherwise and the
maintenance of sinking fund shall be in accordance with any instructions as may be issued
from time to time by the Government.
71(6) Notwithstanding anything contained in this rule, the borrowing powers of the municipality
shall be limited to the extent of the sum payable annually for interest and for the maintenance
of the sinking funds for repayment of any sums borrowed, and shall not, except with the express
sanction of the Government, exceed twelve and a half per cent of the annual value of buildings
and lands as determined under Chapter VI of the Act.
Also, in accordance with Section 68 of the TNULB Act, every loan raised by the Corporation under
Section 66 of the TNULB Act shall be repaid by the maintenance and investment of sinking fund as
follows:
(1) The municipality shall maintain sinking fund for the repayment of money borrowed on
debentures issued and shall pay by quarterly instalments into such sinking fund and such sum
as will be sufficient for the payment within the period fixed for the loan of all monies borrowed
on debentures issued.
(2) All monies paid into the sinking fund shall be invested and applied by the Commissioner in
such manner as may be prescribed.
B. Rating and detailed Rating Rationale.
For rating rationale and credit rating letters of India Ratings and Research Private Limited and CARE
Ratings Limited, please refer to Annexure II.
C. Other Confirmations
a. The Issuer is eligible to raise funds under its constitution documents and in terms of the TNULB Act;
b. The accounts of the Issuer are prepared in accordance with the State Municipal Accounting Manual;
c. The Issuer has not defaulted in the repayment of loans obtained from banks or financial institutions
during the preceding three hundred and sixty five days;
d. No order or direction of restraint, prohibition or debarment by Securities and Exchange Board of India,
(“SEBI”) is in force against the Issuer or members of the Bond Issue Committee from accessing the
securities markets;
e. The Issuer or members of the Bond Issue Committee are not named in the list of the willful defaulters;
f. None of the members of the Bond Issue Committee have been declared as a fugitive economic
offender(s).
D. Credit Enhancement Mechanisms, if any.
Please refer to Annexure-I for Structured Payment Mechanism.
E. Stock exchanges where the debt securities are proposed to be listed
The Bonds are proposed to be listed on the National Stock Exchange of India Limited (NSE). NSE shall
be the designated stock exchange. The Issuer has received in-principle approval from NSE having
reference no. NSE/LIST/9954 on December 31, 2025.
F. Additional interest to be paid, above the Coupon Rate, in case of default in payment of Interest
and/or principal redemption on due dates
In case of default in payment of interest and/or principal redemption on the due dates, the Issuer shall pay
an additional interest at the rate of 2.00% p.a. over the applicable Coupon Rates of the Bonds for the
defaulting period.
72G. Penal interest payable by the Corporation in case of delay in listing of Bonds from Deemed date of
Allotment
1% per annum over the Coupon Rate will be payable by the Issuer for the period of delay between the
Deemed Date of Allotment and the date of listing, in accordance with the timeline under applicable law.
H. Debenture Redemption Reserve/Sinking Fund
As per SEBI Municipal Debt Regulations and the requirements of the SEBI circular in relation to
‘Continuous disclosures and compliances by listed entities under SEBI (Issue and Listing of Municipal
Debt Securities) Regulations, 2015 read with the SEBI circular dated November 13, 2019 bearing
reference no. SEBI/HO/DDHS/CIR/P/134/2019 and TNULB Act and rules framed thereunder, the Issuer
is required to create Sinking Fund for due repayment of principal. Accordingly, the Issuer shall create
Sinking Fund as mentioned in the Structured Payment Mechanism for redemption of the Bonds. For
further details of Structured Payment Mechanism, please refer to Annexure-I of this Preliminary
Placement Memorandum.
I. Mechanism adopted in compliance with Regulation 13 of the Securities and Exchange Board of
India (Merchant Bankers) Regulations, 1992
1. We would like to disclose to all the stakeholders including but not limited to potential investors that,
TCMC has appointed Tipsons Consultancy Services Private Limited as Transaction Advisor and
Merchant Banker cum Arranger to the Issue vide work order dated April 04, 2024 and Issue
Agreement dated December 24, 2025;
2. We further would like to disclose that lead managers/ merchant bankers/ arrangers either directly or
through its affiliates or it associates or its subsidiaries may invest in the proposed issue through EBP
mechanism in transparent manner;
3. EBP mechanism is adopted to ensure fair, objective, and unbiased opportunity to all investors.
J. Deduction of Tax at Source on interest on Bonds
1. Interest on Bonds being issued pursuant to this Issue is subject to deduction of income tax under the
provisions of the Income Tax Act, 1961 (“IT Act”) or any other statutory modification or re-enactment
thereof, as applicable. Bond Holders desirous of claiming non-deduction or lower deduction of tax at
source under applicable laws, as the case may be, shall be required to submit the declaration/ certificates
as per format prescribed under applicable laws with the Issuer and the RTA at the below mentioned
address at least 15 (Fifteen) calendar days prior to the relevant Record Date for payment of interest on the
Bonds:
Particulars Contact Details of the Issuer Contact Details of the RTA
Name Tiruchirappalli City Municipal Cameo Corporate Services Limited
Corporation
Correspondence Bharathidasan Road, Cantonment, Subramanian Building No.1, Club
Address Tiruchirappalli-620001, Tamil House Road, Chennai, Tamil Nadu-
Nadu, India 600002, India
Contact Person Ms. Meenakshi S Ms. K. Sreepriya
Designation Accounts Officer and Assistant Executive Vice President and
Commissioner Accounts Company Secretary
E-mail ID trichymunibond@gmail.com ipo@cameoindia.com
Tel. No. 0431-2415393 044 4002 0700
Fax No. NA NA
Link for online NA NA
submission
2. In case of non-receipt of such prescribed declaration/ certificate from the Debenture Holders claiming
73non- deduction or lower deduction of tax at source under applicable laws, on or prior to the relevant Record
Date, the Issuer shall make TDS deductions in accordance with the prescribed rates prior to credit of
interest on Bonds.
3. Income Tax is deductible at source at the rate of 10% on interest on Bonds held by resident Indians in
accordance with Section 193 of the IT Act. In cases where interest is to be paid to an Individual or Hindu
Undivided Family (“HUF”) (being the Debenture Holder) is less than Rs. 10,000 and interest is to be paid
by way of account payee cheque then the relevant Bond Holder may seek non deduction of tax at source
on the interest on Bonds by submitting the prescribed declaration/certificates with the Issuer and the RTA
at the aforesaid address on or prior to the relevant Record Date.
4. In case of Debenture Holder who is a resident Individual or resident HUF claiming non-deduction or
lower deduction of tax at source under section 193 of the IT Act, as the case may be, the Debenture 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
Debenture Holders (other than companies and firms), or (b) a certificate, from the Assessing Officer which
can be obtained by all Debenture Holders (including companies and firms) by making an application in
the prescribed form i.e. Form No. 13.
5. Debenture Holders may seek/ may be granted, as the case may be, non-deduction or lower deduction of
tax at source in following instances under the IT Act:
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 by
the Debenture Holder with the Company before the Record Date for payment of 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 IT 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;
d) All mutual funds registered under Securities and Exchange Board 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 interest 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;
e) For any Bonds held by Foreign Institutional Investors/ Foreign Portfolio Investors/ Qualified
Foreign Investors, interest on Bonds may be eligible for concessional tax rate of 5% (plus applicable
surcharge and health and education cess) for interest referred under Section 194LD applicable in
respect of municipal bonds in India on or after April 1, 2020 and before the first day of July , 2023
provided such rate does not exceed the rate as may be notified by the Government. Since the
proposed municipal bond issue entails interest payments beyond the said period and in the absence
of any legislative extension, section 194LD is not applicable, Accordingly, the interest income
74earned 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 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;
f) Interest payable to Life Insurance Corporation, General Insurance Corporation and any other
insurers are exempted from deductions of tax at source under Section 193 of the IT Act;
g) Interest payable to entities falling under the list of entities exempted from TDS by the circular no.
18/2017 by Central Board of Direct Taxes (whose income is unconditionally exempt under Section
10 of the IT Act and who are also statutorily not required to tile return of income as per Section 139
of the IT Act);
h) Any other specific exemption available to any other category of investors under the IT Act.
i) In case(s) where the Bond Holder(s) do not submit the declaration/ certificates as per format
prescribed under applicable laws with the Issuer and the RTA at the specified address on or prior to
the relevant Record Date for payment of interest on the Bonds, the Issuer shall not be liable to refund
the applicable amount of tax deducted at source and the Debenture Holders would be required to
directly take up with the tax authorities for refund, if any.
K. Issue Procedure
(a) Eligible Investors
The following categories of investors, are eligible to apply for this private placement of Debentures
subject to fulfilling their respective investment norms/rules and compliance with laws applicable to
them by submitting all the relevant documents along with the Application Form (“Eligible Investors”):
1. All QIBs and / or;
2. any non-QIB Investors specifically mapped by the Issuer on NSE EBP Platform;
Additionally, those arrangers/brokers/intermediaries etc. (as per the defined limits under the NSE EBP
Guidelines and SEBI EBP Guidelines) specifically mapped by the Issuer on the NSE EBP Platform
are also eligible to bid/apply/invest for this Issue.
All investors are required to comply with the relevant regulations/guidelines applicable to them for
investing in this issue of Debentures and the Issuer, is not in any way, directly or indirectly,
responsible for any statutory or regulatory breach by any investor, nor shall the Issuer be required to
check or confirm the same.
The Placement Memorandum will be issued to the successful Eligible Investors, who are required to
complete and submit the Application Form to the Issuer in order to accept the offer of Debentures. No
person other than the successful Eligible Investors to whom the Placement Memorandum has been
issued by the Issuer may apply for the Issue through the Application Forms received by them. Any
application from a person other than those specifically addressed will be invalid.
Hosting of the Preliminary Placement Memorandum / Placement Memorandum on the websites of the
NSE and SEBI should not be construed as an offer or an invitation to offer to subscribe to the
Debentures and the same has been hosted only as it is stipulated under the SEBI Municipal Debt
Regulations read with the NSE EBP Guidelines.
(b) Application Process
Only Eligible Investors as given hereunder may apply for the Debentures. The minimum number of
Debentures that can be applied for and the multiples thereof shall be set out in the Placement
Memorandum. No application can be made for a fraction of a Debenture.
75The Issue set up shall be done by the Issuer in accordance with the NSE EBP Guidelines and SEBI
EBP Guidelines.
Eligible Investors are required to register on the EBP, the link for which shall be available at
https://www.nse-ebp.com/ebp/rest/login. All the registered Eligible Investors are required to update
the necessary bank account details and demat details before participating in the bidding process on
the NSE EBP Platform.
In order to be able to bid under the NSE EBP Platform, Eligible Investors must have provided the
requisite documents (including but not limited to the documentation related to ‘know your customer’)
in accordance with the SEBI EBP Guidelines and NSE EBP Guidelines. Eligible Investors should
refer the operating guidelines for issuance of debt securities on private placement basis through an
electronic book mechanism as available on the website of NSE. The details of the Issue shall be
entered on the NSE EBP Platform by the Issuer at least 3 (three) Working Days prior to the Issue
Opening Date, in accordance with the SEBI EBP Guidelines. The Issue will be open for bidding for
the duration of the bidding window that would be communicated through the Issuer’s bidding
announcement on the NSE EBP Platform, at least 1 (one) Working Day before the start of the Issue
Opening Date.
The Issue will open on the ‘Issue Opening Date’ and close on the ‘Issue Closing Date’ as stated herein
(“Issue Period”). The subscription to the Bonds shall be made by the Eligible Investors through the
electronic book mechanism by placing bids on the NSE EBP Platform as prescribed by SEBI during
the Issue Period. Bids need to be submitted by issue closing time or such extended time as decided by
the Issuer on the NSE EBP Platform. Some of the key parameters in terms of the extant SEBI EBP
Guidelines on issuance of debt securities on private placement basis through an electronic book
mechanism are as follows:
Details of size of the Issue and green Private Placement of secured, non-convertible, listed,
shoe portion, if any rated, redeemable, taxable municipal bonds in the nature
of debentures of face value of Rs. 1 Lakh each, for cash,
amounting upto Rs. 100 crore (“Municipal Bonds”/
“Bonds”/ “Debentures”) by Tiruchirappalli City
Municipal Corporation, proposed to be listed on NSE.
Interest rate parameter Fixed Coupon
Issue Opening Date February 05, 2026
Issue Closing Date February 05, 2026
Minimum Bid Lot 10 Bonds of face value Rs. One Lakh each and in
multiples of 1 Bond of face value Rs. One Lakh each
Manner of bidding in the Issue Closed Bidding on the NSE EBP Platform in line with
the NSE EBP Guidelines
Manner of allotment in the Issue Uniform yield allotment
Manner of settlement in the Issue Through the Clearing Corporation of NSE i.e. NSE
Clearing Limited (NSECL)
Settlement Cycle The process of pay-in of funds by investors and pay-out
to Issuer will be done on T+1 day, where T is the Issue
Closing Date
(c) Bids by the Arrangers
Only the Arrangers mapped by the Issuer on the NSE EBP Platform shall be entitled to bid on behalf
of Eligible Investors in the capacity of an arranger. Multiple bids by the Arrangers are permitted
provided that each bid is on behalf of different Investors.
76The Arrangers are allowed to bid on a proprietary, client and consolidated basis. At the time of
bidding, the Arrangers are required to disclose the following details to the NSE EBP Platform:
Whether the bid is proprietary bid or is being entered on behalf of an Eligible Investor or is a
consolidated bid, i.e., an aggregate bid consisting of proprietary bid and bid(s) on behalf of Eligible
Investors.
For consolidated bids, the Arrangers shall disclose breakup between proprietary bid and bid(s) made
on behalf of Eligible Investors.
For bids entered on behalf of Eligible Investors, the Arrangers shall disclose the following:
i. Names of such Eligible Investors;
ii. Category of the Eligible Investors (i.e. QIB or non-QIB); and
iii. Quantum of bid of each Eligible Investor
Provided that the Arrangers shall not be allowed to bid on behalf of any Eligible Investor if the bid
amount for a series of the Debentures exceeds 5% (five percent) of the base issue size of the
Debentures or Rs. 100 Crore, whichever is lower (or such revised limits as may be specified in the
SEBI EBP Guidelines from time to time).
(d) Modification or cancellation of the bids
Modification or cancellation of the bids shall be allowed i.e. bidder can cancel or modify the bids
made in an issue, subject to the following:
a. such cancellation/ modification in the bids can be made only during the bidding period;
b. no cancellation of bids shall be permitted in the last 10 minutes of the bidding period; and
c. in the last 10 minutes of the bidding period, only revision allowed would be for:
i. downward revision of coupon/ spread or upward modification of price; and/ or
ii. Upward revision in terms of the bid size.
NSE in accordance with applicable law and EBP Guidelines reserves the right to cancel any bids
placed by the Bidder or any transaction, if found in contravention of applicable law, or when
requested/directed by any competent legal authority(ies), or if found that occurrence of material events
have bearing on the performance/ operations of the Issuer or an informed appraisal of the
status/position of the Issuer by Bidder/its client.
After the end of the bidding window, the Issuer has the option to:
Withdraw the Issue; or
Accept the Issue
In case the Issuer does not accept or withdraws the issue before the specified deadline, then the issue
will be withdrawn by the system as per the NSE EBP guidelines.
(e) Allocation and Settlement:
The allotment of valid applications received on the latest by the time of close of bidding window shall
be done on ‘uniform yield allotment’ basis in the following manner:
(i) all bids shall be arranged in accordance with “yield time priority” basis and the allotment shall
be done at the cut-off rate determined in the bidding process. The allotment and settlement value
shall be based on the face value.
(ii) where two or more bids have the same yield coupon and time, then allotment shall be done on
“pro-rata” basis.
77Post completion of the bidding process and closure of the Issue, the Issuer will accept and upload the
provisional allocation on the NSE-EBP Platform. Post receipt of investor details, the Issuer may freeze
the allocation on the NSE EBP Platform.
Eligible Investors whose bids have been accepted by the Issuer (“Successful Bidders”) shall make
pay-in of subscription monies in respect of the Bonds towards the allocation made to them, into the
bank account of NSE, on the Pay-In Date and before the pay-in cut-off time in accordance with the
NSE and SEBI EBP Guidelines, the details of which will be displayed on NSE EBP Platform.
The fund pay-in by the successful bidders will be made only from the bank account(s), which have
been provided/updated on the NSE EBP Platform. All transfers/RTGS must be made payable to the
designated bank accounts of NSE Clearing Limited, details of which accounts are as set out below:
Beneficiary Name NSE Clearing Limited
Clearing House Bank HDFC Bank Ltd
IFSC HDFC0000060
Bank account number Will be available on NSE EBP Platform post bidding and
will be shared on mail post allocation for making the
payment
It may be noted that payment by any other means shall not be accepted. The Issuer assumes no
responsibility for any delayed receipts / non-receipt of RTGS payments or any applications lost in
mail or in transit or any failure of electronic fund transfer.
Any amount received from third party accounts or from accounts not specified in the EBP may lead
to cancellation of bid and no allotment will be made against such payments and the funds shall be
refunded. Further, pay-in received from any other bank account may consequently lead to debarment
of the bidder from accessing the NSE EBP Platform for 30 (thirty) days or as may be provided under
NSE EBP Guidelines.
Upon the transfer of funds into the account of NSE by the Successful Bidders, the Issuer shall confirm
its decision to proceed with the allotment of the Bonds in favour of the Successful Bidders to the
clearing corporation(s), Depository(ies), Registrar and the NSE EBP Platform. The Issuer shall initiate
the requisite corporate action for allotment of Debentures and credit of allocated Debentures into the
relevant demats account of the Successful Bidders through the Registrar. The Registrar shall provide
corporate action file along with all requisite documents to the Depositories and intimate the NSE EBP
of the aforesaid actions.
Upon the Depositories confirming the allotment of the Bonds and the credit of allocated Debentures
into the demat account of the Successful Bidders to NSE EBP, the subscription monies in respect of
the Bonds from the aforesaid account of the clearing corporation shall be released into the Issue
Proceeds Account, as intimated by the Issuer to NSE EBP in accordance with applicable
regulations/notifications and guidelines issued by SEBI from time to time. The details of the Issuer’s
Issue Proceeds Account are as provided herein below:
Beneficiary Name Tiruchirappalli City Municipal Corporation
Bank Account Name and No. TCMC ISSUE PROCEEDS ACCOUNT 2026
99986103151725
IFSC Code HDFC0001271
Bank Name HDFC Bank Limited
Branch Address Cantonment, Williams Road Tiruchirappalli – 620 001
It must be noted that all pay-in obligations need to be fulfilled in totality. Partial fund receipt against
any given obligation will be treated as a default and debarment penalties may be applicable as
specified by the NSE and SEBI EBP Guidelines.
Upon final allocation by the Issuer, the Issuer shall disclose the Issue Size, price quoted during
bidding, ISIN, number of successful bidders, category of the successful bidder(s), etc., in accordance
78with the SEBI Master Circular and SEBI & NSE EBP Guidelines. The NSE EBP shall upload such
data, as provided by the Issuer, on its website to make it available to the eligible participants.
All benefits relating to Debentures will be available to the Investors from the Deemed Date of
Allotment. The actual allotment of Debentures may take place on a date other than the Deemed Date
of Allotment. In case if the issue closing date of Debentures is changed (preponed/ postponed), the
Deemed Date of Allotment of Debentures may also be changed (preponed/ postponed) by the Issuer.
(f) Application Forms
Applications for the Bonds must be made in the Application Form and must be completed in block
letters in English by the Eligible Investors. Application Forms must be accompanied by payment
details. The full amount of the Face Value/ Issue Price allotted has to be paid along with the delivery
of the fully completed and executed Application Form together with other applicable documents
described below.
Application Forms should be duly completed in all respects. The name of the Applicant’s bank, type
of account and account number must be duly filled by the Applicant. All Application Forms duly
completed should be scanned clearly and emailed to the Issuer along with all the relevant documents
on or before the Pay-In Date and forthwith followed by the original Application Form shall be
submitted at the Head Office of the Issuer which is located at Bharathidasan Road, Cantonment,
Tiruchirappalli-620001, Tamil Nadu but no later than 10 (ten) days from the Issue Closing Date. The
Issuer will not be responsible in any manner for any delayed receipts / non-receipt of Application
Forms for any reason whatsoever.
Documents to be provided by successful bidders:
Investors need to submit the certified true copies of the following documents, along-with the
application form, as applicable:
a) Articles and Memorandum of Association/ Constitution/ Bye-laws;
b) Board Resolution authorizing the investment and containing operating instructions;
c) Power of Attorney/ relevant resolution/authority to make application;
d) Specimen signatures of the authorized signatories (ink signed), duly certified by an appropriate
authority;
e) Copy of Permanent Account Number Card (“PAN Card”) issued by the Income Tax Department;
f) Necessary forms for claiming exemption from deduction of tax at source on interest on
application money, wherever applicable.
(g) Withdrawal of Issue
The Issuer may, at its discretion, withdraw the issue process on the conditions set out under the NSE
EBP Guidelines; provided that the Issuer shall accept or withdraw the issue on the NSE electronic
book provider platform in accordance with NSE EBP Guidelines as prevailing on the date of the bid.
If the Issuer has withdrawn the Issue, and the cut-off yield of the Issue is higher than the estimated
cut-off yield disclosed to the NSE EBP Platform, the estimated cut-off yield shall be mandatorily
disclosed by the NSE EBP Platform to the Eligible Investors. The expression ‘estimated cut off yield’
means yield so estimated by the Issuer, prior to opening of issue on the NSE EBP Platform. The
disclosure of estimated cut off yield by NSE EBP Platform to the Eligible Investors, pursuant to
closure of the Issue, shall be at the discretion of the Issuer.
(h) Continuous Listing Conditions
The Issuer shall comply with the conditions of listing specified in Schedule V of the SEBI Municipal
Debt Regulations including continuous disclosure and other requirements as specified by SEBI from
time to time, including the SEBI Circular dated June 19, 2017 and bearing reference no.
CIR/MD/DF1/60/2017 read with the SEBI Circular date November 13, 2019 bearing reference no.
79SEBI/HO/DDHS/CIR/P/134/2019 and as amended from time to time, the applicable provisions of the
SEBI Master Circular, SEBI Debenture Trustee Master Circular.
The Issuer shall comply with the provisions of Chapter VI of the SEBI Municipal Debt Regulations
including the provisions in relation to continuous listing conditions; accounting and audit; and trading
and reporting of municipal debt securities.
(i) Trading and reporting of municipal debt securities
The information in respect of the Issue such as Issuer details, Bond details, Ratings, rating migration,
coupon, buyback etc. shall be reported to a common database as may be required and specified by
SEBI.
(j) Fictitious Application
Any person who makes, in fictitious name, any application to a body corporate for acquiring, or
subscribing to, the Bonds, or otherwise induced a body corporate to allot, register any transfer of Bonds
therein to them or any other person in a fictitious name, shall be punishable as per provisions of extant
laws.
(k) Procedure for Applying for Dematerialised Facility
a. The applicant must have at least one beneficiary account with any of the DP’s of NSDL/
CDSL prior to making the application.
b. The applicant must necessarily fill in the details (including the beneficiary account number
and DP – ID) appearing in the Application Form under the heading “Details for Issue of
Debentures in Electronic/Dematerialised Form”.
c. Debentures allotted to an applicant will be credited to the applicant’s respective beneficiary
account(s) with the DP.
d. For subscribing to the Debentures, names in the Application Form should be identical to
those appearing in the details in the Depository. In case of joint holders, the names should
necessarily be in the same sequence as they appear in the account details maintained with the
DP.
e. If incomplete/incorrect details are given under the heading “Details for Issue of Debentures
in Electronic/Dematerialised Form” in the Application Form, it will be deemed to be an
incomplete application and the same may be held liable for rejection at the sole discretion of
the Issuer.
f. For allotment of Debentures, the address, nomination details and other details of the applicant
as registered with his/her DP shall be used for all correspondence with the applicant. The
applicant is therefore responsible for the correctness of his/her demographic details given in
the Application Form vis-à-vis those with his/her DP. In case the information is incorrect or
insufficient, the Issuer would not be liable for the losses, if any.
g. The redemption amount or other benefits would be paid to those Debenture Holders whose
names appear on the list of beneficial owners maintained by the R&T Agent as at the end of
the Record Date. In case of those Debentures for which the beneficial owner is not identified
in the records of the R&T Agent as on the Record Date, the Issuer would keep in abeyance
the payment of the redemption amount or other benefits, until such time that the beneficial
owner is identified by the R&T Agent and conveyed to the Issuer, whereupon the redemption
amount and benefits will be paid to the beneficiaries, as identified.
(a) Depository Arrangements
The Issuer has appointed Cameo Corporate Services Limited as the Registrar to the present Bond
Issue. The Issuer has entered into necessary depository arrangements with NSDL and CDSL for
80dematerialization of the Bonds offered under the present Issue, in accordance with the Depositories
Act, 1996 and regulations made there under. In this context, the Issuer has entered two tripartite
agreements as under:
Tripartite Agreement between the Issuer, National Securities Depository Limited (“NSDL”) and the
Registrar for dematerialization of the Bonds offered under the present Issue.
Tripartite Agreement between the Issuer, Central Depository Services (India) Limited and the
Registrar for dematerialization of the Bonds offered under the present Issue.
Investors can hold the Bonds only in dematerialized form and deal with the same as per the provisions
of Depositories Act, 1996 as amended from time to time.
(b) List of Beneficiaries
The Issuer shall request the Depository(ies) to provide a list of beneficiaries as at the end of each
Record Date. This shall be the list, which will be used for payment or repayment of redemption
monies.
(c) Application under Power of Attorney
A certified true copy of the power of attorney or the relevant authority as the case may be along with
the names and specimen signature(s) of all the authorised signatories of the investor and the tax
exemption certificate/document of the investor, if any, must be lodged along with the submission of
the completed Application Form. Further modifications/additions in the power of attorney or authority
should be notified to the Issuer or to its agents or to such other person(s) at such other address(es) as
may be specified by the Issuer from time to time through a suitable communication.
In case of an application made by companies under a power of attorney or resolution or authority, a
certified true copy thereof along with the memorandum and articles of association and/or bye-laws
along with other constitutional documents must be attached to the Application Form at the time of
making the application, failing which, the Issuer reserves the full, unqualified and absolute right to
accept or reject any application in whole or in part and in either case without assigning any reason
thereto. Names and specimen signatures of all the authorised signatories must also be lodged along
with the submission of the completed Application Form.
(d) Procedure for application by Mutual Funds and Multiple Applications
In case of applications by mutual funds and venture capital funds, a separate application must be made
in respect of each scheme of an Indian mutual fund/venture capital fund registered with the SEBI and
such applications will not be treated as multiple application, provided that the application made by
the asset management company/trustee/custodian clearly indicated their intention as to the scheme for
which the application has been made.
The application forms duly filled shall clearly indicate the name of the concerned scheme for which
application is being made and must be accompanied by certified true copies of:
i.SEBI registration certificate;
ii.Resolution authorising investment and containing operating instructions;
iii.Specimen signature of authorised signatories.
(e) Applications to be accompanied with Bank Account Details
Every application shall be required to be accompanied by the bank account details of the applicant
and the magnetic ink character reader code of the bank for the purpose of availing direct credit of
redemption amount and all other amounts payable to the Debenture Holder(s).
(f) Credit of Bonds
81The allotment of Bonds will be in terms of the timelines stipulated under SEBI Master Circular No.
SEBI/HO/DDHS/DDHS-PoD/P/CIR/2025/0000000137 dated October 15, 2025. The Bonds will be
credited in dematerialized form within the timelines prescribed under the SEBI Master Circular.
(g) Refunds
In case the Issuer fails to obtain listing or trading permission from NSE where the Bonds are proposed
to be listed, it shall refund the entire monies received within seven days of receipt of intimation from
NSE rejecting the application for listing of Bonds, and if any such money is not repaid after the Issuer
becomes liable to repay it, the Issuer shall be liable to repay that money with interest at the rate of
15% (fifteen percent) per annum till such refund is made.
In case the Issuer has received money from applicants for Debentures in excess of the aggregate of
the application money relating to the Debentures in respect of which allotments have been made, the
registrar shall upon receiving instructions in relation to the same from the Issuer repay the monies to
the extent of such excess, if any.
(h) PAN Number
Every applicant should mention its Permanent Account Number (“PAN”) allotted under Income Tax
Act, 1961, on the Application Form and attach a self-attested copy as evidence. Application forms
without PAN will be considered incomplete and are liable to be rejected.
(i) Alterations to the Issue
The Issuer reserves its sole and absolute right to modify the Issue Opening Date, Issue Closing Date,
Pay-In Date and Deemed Date of Allotment. In the event of any change in the Issue Schedule
including the Deemed Date of Allotment, the Issuer shall notify the Stock Exchanges about such
change. In such a case, recipients of this Disclosure Document shall be intimated the revised time
schedule by the Issuer. In case the Issue Closing Date/ Pay-In Date is/ are changed, the Deemed Date
of Allotment and the Redemption Schedule may also be changes by the Issuer in accordance with the
tenure of the Debentures at its sole and absolute discretion.
(j) Applications complete in all respects must be submitted before the last date indicated in the
issue time table.
Applications should be for the number of Bonds applied by the Applicant. Applications not completed
in the said manner are liable to be rejected. The name of the applicant’s bank, type of account and
account number must be filled in the Application Form.
The applicant or in the case of an application in joint names, each of the applicant, should mention
his/her Permanent Account Number (PAN) allotted under the Income Tax Act, 1961 or where the
same has not been allotted, the GIR No. and the Income tax Circle/Ward/District. As per the provision
of Section 139A (5A) of the Income Tax Act, PAN/GIR No. needs to be mentioned on the TDS
certificates. Hence, the investor should mention his PAN/GIR No. Application Forms without this
information will be considered incomplete and are liable to be rejected.
All applicants are requested to tick the relevant column “Category of Investor” in the Application
Form. Public/ Private/ Religious/ Charitable Trusts, Provident Funds and Other Superannuation Trusts
and other investors requiring “approved security” status for making investments.
For further instructions about how to make an application for applying for the Bonds and procedure
for remittance of application money, please refer to the Application Form.
(k) Issue of Bond Certificate(s)
The Bonds since issued in electronic (dematerialized) form, will be governed as per the provisions of
The Depository Act, 1996, Securities and Exchange Board of India (Depositories and Participants)
Regulations, 1996, rules notified by NSDL/ CDSL from time to time and other applicable laws and
rules notified in respect thereof. The Bonds shall be allotted in dematerialized form only.
82(l) Market Lot
The market lot will be one bond (“Market Lot”). Since the Bonds are being issued only in
dematerialized form, the odd lots will not arise either at the time of issuance or at the time of transfer
of Bonds.
(m) Trading of Bonds
The marketable lot for the purpose of trading of Bonds shall be 1 (one) Bond of face value of Rs.1
Lakh each. Trading of Bonds would be permitted in demat mode only in standard denomination of
Rs.1 Lakh and such trades shall be cleared and settled in recognized stock exchange(s) subject to
conditions specified by SEBI. In case of trading in Bonds which has been made over the counter, the
trades shall be reported on a recognized stock exchange having a nationwide trading terminal or such
other platform as may be specified by SEBI.
(n) Mode of Transfer/Transmission of Debentures
The Debentures shall be transferable freely. The Debenture(s) shall be transferred and/or transmitted
in accordance with the applicable provisions of the Act and other applicable laws. Attention of the
investors is drawn to para K (a) “Eligible Investors” of this Section-IX on page no. 75 of this
Placement Memorandum. The Debentures held in dematerialised form shall be transferred subject to
and in accordance with the rules/procedures as prescribed by NSDL/CDSL and the relevant DPs of
the transferor or the transferee and any other applicable laws and rules notified in respect thereof. The
transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the
absence of the same, amounts due will be paid/redemption will be made to the person, whose name
appears in the register of debenture holders maintained by the R&T Agent as at the end of the Record
Date, under all circumstances. In cases where the transfer formalities have not been completed by the
transferor, claims, if any, by the transferees would need to be settled with the transferor(s) and not
with the Issuer. The normal procedure followed for transfer of securities held in dematerialised form
shall be followed for transfer of these Debentures held in dematerialised form. The seller should give
delivery instructions containing details of the buyer’s DP account to his DP.
(o) Debentures held in Dematerialised Form
The Debentures shall be held in dematerialised form and no action is required on the part of the
Debenture Holder(s) for redemption purposes and the redemption proceeds will be paid by cheque/
ECS/ NEFT/ fund transfer/ RTGS to those Debenture Holder(s) whose names appear on the register
of debenture holders maintained by the R&T Agent as at the end of the Record Date. All such
Debentures will be simultaneously redeemed through appropriate debit corporate action. If permitted,
the Issuer may transfer payments required to be made in any relation by electronic fund transfer/
RTGS to the bank account of the Debenture Holder(s) for redemption payments.
(p) Sharing of Information
The Issuer may, at its option, but subject to Applicable Laws, use on its own, as well as exchange,
share or part with any financial or other information about the Debenture Holder(s) available with the
Issuer, with its affiliates and other banks, financial institutions, credit bureaus, agencies, statutory
bodies, as may be required and neither the Issuer nor its affiliates nor their agents shall be liable for
use of the aforesaid information.
(q) Modification of Debentures
Any amendment to the terms and conditions of the Debentures or the Transaction Documents will
require the consent of the Majority Debenture Holders, either by providing their express consent in
writing or by way of a resolution at a duly convened meeting of the Debenture Holders.
(r) Right to accept or reject applications
The Issuer reserves its full, unqualified and absolute right to accept or reject any application for
subscription to the Debentures, in part or in full, without assigning any reason thereof in accordance
with the regulatory provisions and EBP Guidelines. The rejected applicants will be intimated along
with the refund warrant, if applicable, to be sent. No interest shall be payable on any application
83money. Application would be liable to be rejected on one or more technical grounds, including but
not restricted to:
a. Number of debt security applied for is less than the minimum application size;
b. Bank account details not given;
c. Details for issue of Debt Securities in electronic/ dematerialized form not given;
d. PAN/GIR and IT Circle/Ward/District not given;
e. In case of applications under Power of Attorney by limited companies, corporate bodies,
trusts, etc. relevant documents not submitted; and
f. In the event, if any Debt Securities applied for are not allotted in full, the excess application
monies of such Debt Securities will be refunded, as may be permitted.
(s) Trustee for the Debentures
The Issuer has appointed Catalyst Trusteeship Limited to act as the trustee for the Debenture
Holder(s). The Issuer and the Debenture Trustee intend to enter into the debenture trust deed inter
alia, specifying the powers, authorities and obligations of the Debenture Trustee and the Issuer. The
Debenture Holder(s) shall, without further act or deed, be deemed to have irrevocably given their
consent to the Debenture Trustee or any of its agents or authorized officials to do all such acts, deeds,
matters and things in respect of or relating to the Debentures as the Debenture Trustee may in its
absolute discretion deem necessary or require to be done in the interest of the Debenture Holder(s).
Any payment made by the Issuer to the Debenture Trustee on behalf of the Debenture Holder(s) shall
discharge the Issuer pro tanto to the Debenture Holder(s). The Debenture Trustee will protect the
interest of the Debenture Holder(s) in regard to timely payment of Coupon and repayment of principal
and they will take necessary action, subject to and in accordance with the debenture trust teed, at the
cost of the Issuer. The Issuer shall not utilize the proceeds of the Issue till the debenture trust deed is
executed. The Debenture Trust Deed shall more specifically set out rights and remedies of the
Debenture Holders and the manner of enforcement thereof. The Debenture Trustee shall carry out its
duties and perform its functions in terms of the SEBI Municipal Debt Regulations, the Securities and
Exchange Board of India (Debenture Trustees) Regulations, 1993, the Debenture Trust Deed and the
Placement Memorandum/ Placement Memorandum, with due care, diligence and loyalty. The
debenture trustee shall monitor the Escrow Account and shall ensure disclosure of all material events
on an ongoing basis. The Debenture Trustee shall supervise the implementation of the obligations cast
in terms of provisions of the SEBI Municipal Debt Regulations.
(t) Interest on Application Money
The Pay-in Date shall be the Deemed Date of Allotment; hence interest on application money shall
not be applicable.
(u) Interest on the Bonds
The face value of the Bonds outstanding shall carry interest at the coupon rate from Deemed Date of
Allotment and the coupon rate & frequency of payment (subject to deduction of income tax under the
provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof,
as applicable) are mentioned in the summary term sheet.
The interest payment shall be made through electronic mode to the Bondholders whose names appear
on the list of Beneficial Owners given by the Depositories to the Registrar as on the record date fixed
by Issuer in the bank account which is linked to the demat of the Bondholder. However, in absence of
complete bank details i.e., correct/updated bank account number, IFSC/RTGS code /NEFT code etc.,
Issuer shall be required to make payment through cheque/DDs on the due date at the sole risk of the
Bondholders. Interest or other benefits with respect to the Bonds would be paid to those Bondholders
whose names appear on the list of Beneficial Owners given by the Depositories to the Registrar as on
the Record Date.
(v) Computation of Interest
84Interest for each of the interest periods shall be computed as per Actual/ Actual day count convention
on the face value amount of Bonds outstanding at the respective Coupon Rate rounded off to the
nearest Rupee. Where the interest period (start date to end date) includes February 29 (leap year),
interest shall be computed on 366 days-a-year basis, on the face value amount of Bonds outstanding.
(w) Record Date
The ‘Record Date’ for the Bonds shall be 15 days prior to each Coupon Payment Date and Redemption
Date. In case of redemption of Bonds, the trading in the Bonds shall remain suspended between the Record
Date and the Redemption Date. Interest payment and principal repayment shall be made to the person
whose name appears as beneficiary with the Depositories as on Record Date. In the event of the Issuer not
receiving any notice of transfer at least 15 days before the respective Coupon Payment Date and
Redemption Date, the transferees for the Bonds shall not have any claim against the Issuer in respect of
amount so paid to the registered Bondholders.
(x) Put & Call Option
Neither the Bondholder(s) shall have any right to exercise Put Option nor the Issuer shall have right
to exercise Call Option to redeem the Bonds, in whole or in part, prior to the respective Redemption
Date.
(y) Redemption
The face value of the Bonds shall be redeemed at par, on the respective Redemption Dates. The Bonds
will not carry any obligation, for interest or otherwise, after the Redemption Date. The Bonds shall be
taken as discharged on payment of the redemption amount by the Issuer on the Redemption Date to
the registered Bondholders whose name appear in the Register of Bondholders on the Record Date.
Such payment will be a legal discharge of the liability of the Issuer towards the Bondholders.
In case any Redemption Date falls on a day which is not a Working Day, the payment due shall be
made on the immediately preceding Working Day along with interest accrued on the Bonds until but
excluding the date of such payment.
(z) Roll-Over of Bonds issued:
Roll-Over of Bonds shall be made in accordance with the provisions of SEBI Municipal Debt
Regulations.
(aa) Day Count Convention
Actual/ Actual
(bb) Additional Covenants
Default in Payment: In case of default in payment of interest and/or principal redemption on the due
dates, the Issuer shall pay an additional interest at the rate of 2% p.a. over the respective Coupon Rates
of the Bonds for the defaulting period.
(cc) Settlement/ Payment on redemption
Payment of interest and repayment of principal shall be made by way of cheque(s)/
interest/redemption warrant(s)/demand draft(s)/credit through direct credit/ NECS/RTGS/NEFT
mechanism in the name of the Bondholders whose name appear on the List of Beneficial Owners
given by Depository to the Issuer as on the Record Date.
The Bonds shall be taken as discharged on payment of the redemption amount by the Issuer on the
Redemption Date to the list of Beneficial Owners as provided by NSDL/CDSL as on Record Date.
Such payment will be a legal discharge of the liability of the Issuer towards the Bondholders. On such
payment being made, the Issuer shall inform NSDL/CDSL/Depository Participant and accordingly
the account of the Bondholders with NSDL/CDSL shall be adjusted.
The Issuer’s liability to the Bondholders towards all their rights including for payment or otherwise
shall cease and stand extinguished from the due date of redemption in all events. Further the Issuer
85will not be liable to pay any interest or compensation from the Redemption Date. On the Issuer’s
dispatching/crediting the amount to the Beneficiary(ies) as specified above in respect of the Bonds,
the liability of the Issuer shall stand extinguished.
(dd) List of Beneficial Owners
The Issuer shall request the Depository to provide a list of Beneficial Owners as at the end of the
Record Date. This shall be the list, which shall be considered for payment of interest or repayment of
principal amount, as the case may be.
(ee) Succession
In the event of the demise of the sole/first holder of the Bond(s) or the last survivor, in case of joint
holders for the time being, the Issuer shall recognize the executor or administrator of the deceased
Bondholder, or the holder of succession certificate or other legal representative as having title to the
Bond(s), the Issuer shall not be bound to recognize such executor or administrator, unless such
executor or administrator obtains probate, wherever it is necessary, or letter of administration or such
holder is the holder of succession certificate or other legal representation, as the case may be, from a
Court in India having jurisdiction over the matter. The Issuer may, in its absolute discretion, where it
thinks fit, dispense with production of probate or letter of administration or succession certificate or
other legal representation, in order to recognize such holder as being entitled to the Bond(s) standing
in the name of the deceased Bondholder on production of sufficient documentary proof or indemnity.
Where a non-resident Indian becomes entitled to the Bond by way of succession, the following steps
have to be complied:
i) Documentary evidence to be submitted to the Legacy Cell of the RBI to the effect that the Bond was
acquired by the NRI as part of the legacy left by the deceased holder.
ii) Proof that the NRI is an Indian National or is of Indian origin.
iii) Such holding by the NRI will be on a non-repatriation basis.
(ff) Force Majeure
The Issuer reserves the right to withdraw the issue prior to the Issue Closing Date in the event of any
unforeseen development adversely affecting the economic and regulatory environment.
(gg) Acknowledgements
No separate receipts will be issued for the application money. However, the Merchant
Banker/Arranger to the Issue receiving the duly completed Application Form will acknowledge
receipt of the application by stamping and returning to the applicant the acknowledgement slip at the
bottom of each Application Form.
(hh) Signatures
Signatures should be made in English or in any of the Indian Languages. Thumb impressions must be
attested by an authorized official of a Bank or by a Magistrate/ Notary Public under his/her official
seal.
(ii) Nomination Facility
As per extant provisions of law, only individuals holding the Bonds as Sole/Joint holder of Bond can
nominate, in the prescribed manner, a person to whom his/ their Bonds shall vest in the event of his/
their death. Non-individuals including holders of Power of Attorney cannot nominate.
(jj) Right of Bondholder(s)
Though the Corporation does not have any shareholders, it is clarified that at any point of time a
bondholder is not a shareholder. The Bondholders will not be entitled to any other rights and privilege
of shareholders other than those available to them under statutory requirements. The principal amount
and interest on the Bonds will be paid to the registered Bondholders only, and in case of Joint holders,
to the one whose name stands first. Besides, the Bonds shall be subject to the terms of this Placement
86Memorandum and other terms and conditions as may be incorporated in the Debenture Trusteeship
Agreement and other documents that may be executed in respect of these Bonds.
(kk) Modification of Rights
The rights, privileges, terms and conditions attached to the Bonds may be varied, modified or
abrogated with the consent, in writing, of those holders of the Bonds who hold at least three fourth of
the outstanding amount of the Bonds or with the sanction accorded pursuant to a resolution passed at
a meeting of the Bondholders.
(ll) Notices
All notices required to be given by the Issuer or by the Trustee to the Bondholders shall be deemed to
have been given if sent by registered post/speed or through email or other electronic media to the of
Bondholders or as allowed under the applicable law.
(mm) Joint-Holders
Notwithstanding anything in Section 45 of the Indian Contract Act, 1872, when any debenture issued
under the Act is payable to two or more persons jointly and either or any of them dies, the debenture
shall be payable to the survivor or survivors of those persons.
Notwithstanding anything in Section 45 of the Indian Contract Act, 1872, when two or more persons are
joint holders of any debenture issued under the Act, any one of those persons may give an effectual receipt
for any interest or divided payable in respect of such debenture unless notice to the contrary has been given
to the Commissioner by other holders.
(nn) Disputes & Governing Law
The Bonds are governed by and shall be construed in accordance with the existing laws of India. Any
dispute arising thereof shall be subject to the jurisdiction of the competent courts of Tiruchirappalli,
India.
(oo) Procedure for deciding and adjusting payment dates.
If the date of payment of interest/redemption of principal does not fall on a Working Day, the payment
of interest/principal shall be made in accordance SEBI Master Circular dated October 15, 2025
bearing reference SEBI/HO/DDHS/DDHS-PoD/P/CIR/2025/0000000137, as amended from time to
time.
If any of the Coupon Payment Date(s), other than the ones falling on the Redemption Date, falls on a
day that is not a Working Day, the payment shall be made by the Issuer on the immediately succeeding
Working Day, which becomes the coupon payment date for that coupon. However, the future coupon
payment date(s) would be as per the schedule originally stipulated at the time of issuing the
debentures. In other words, the subsequent coupon payment date(s) would not be changed merely
because the payment date in respect of one particular coupon payment has been postponed earlier
because of it having fallen on a non- Working Day.
If the Redemption Date of the Debentures falls on a day that is not a Working Day, the redemption
amount shall be paid by the Issuer on the immediately preceding Working Day which becomes the
new redemption date, along with interest accrued on the debentures.
Please refer to Annexure-V for an illustration for guidance in respect of the day count convention and
effect of holidays on payments. Investors should note that this example is solely for illustrative
purposes. We have not considered the effect of public holidays as it is difficult to ascertain for future
dates.
L. Details of change in terms and conditions of municipal debt securities issued in past 5 years (i.e.,
Change in coupon, maturity, call/put option etc.)
Not Applicable as the Issuer has not Issued any municipal debt securities in the past 5 years.
87M. Terms of payments and procedure and time schedule for Allotment and Issue of Municipal Debt
Securities
The allocation to the applicants and/or rejections of the applications shall be made in compliance with the
provisions prescribed by SEBI and NSE being electronic book provider (EBP) platform. However, in case
of successful accepted applications the Deemed Date of Allotment would be the Pay-In Date itself.
N. Details of Escrow Payment Mechanism for the repayment of The Interest/Principal.
The Bonds are backed by a structured payment mechanism to ensure timely payment of interest and
principal. Please refer to Structured Payment Mechanism on page no. 139 of this Placement
Memorandum.
O. Permission to use Issuer Details
The Online Bond Platform Providers registered with the stock exchanges (“OBPPs” only for offering
NCDs in the secondary markets), shall be permitted to use the Issuer’s name, logo, and relevant Issue
details in advertisements, or promotional and marketing materials for the purpose of marketing and
promoting the NCDs on their websites, mobile applications, or other digital platforms. It is the
responsibility of Issuer to ensure compliance with Applicable Laws and further ensure that the same does
not constitute an offer to the public.
P. Disclosures in accordance with SEBI Master Circular for Debenture Trustees referencing
SEBI/HO/DDHS-PoD-1/P/CIR/2025/117 dated August 13, 2025
Terms and Conditions of Debenture Trustee Agreement
i. Fees charged by Debenture Trustee
The Debenture Trustee has agreed for an acceptance fee amounting to Rs. 30,000 (plus the applicable
taxes) and annual service charges of Rs. 30,000 (plus the applicable taxes) for the services as agreed
in terms of the offer.
ii. Terms of carrying out Due Diligence-
a. As per the SEBI Debenture Trustee Master Circular, as amended and/ or supplemented from time
to time, the Debenture Trustee is required to exercise independent due diligence to ensure that the
assets of the Issuer 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 the Issuer has consented to.
b. 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 and other applicable laws 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
Issuer and to have the Issuer’s assets.
c. The Issuer shall provide all assistance to the Debenture Trustee to enable verification from any
authority as may be relevant, where the assets and/or encumbrances in relation to the assets of
the Issuer or any third-party security provider are registered / disclosed.
d. Without prejudice to the aforesaid, the Issuer 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.
88e. In addition to the above terms of carrying out the due diligence, the Debenture Trustee Agreement
provides for, inter alia, the following terms and conditions:
i. The Issuer undertakes to promptly furnish all and any information as may be required by the
Debenture Trustee in terms of the SEBI ILMDS Regulations and the Debenture Trust Deed
on a regular basis, including without limitation the documents, as may be applicable;
ii. The Debenture Trustee does not have the obligations of a borrower or a principal debtor or
a guarantor as to the monies paid/invested by investors for the Bonds.
f. The Debenture Trustee shall have the power to independently 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 Issuer.
g. The Debenture Trustee shall obtain the following certificates from an empaneled agency as a part
of due diligence:
(i) Security Cover Certificate
(ii) Valuation of Security
(iii) Any other document as may be required for concluding the due diligence
h. Pursuant to the Regulation 13 of the SEBI Debenture Trustee Regulations and other applicable
rules and regulations: The Issuer undertakes to comply with all regulations, guidelines of other
regulatory authorities in respect of allotment of debentures/bonds till redemption. The time limit
within which the Security for debentures/bonds shall be created or the agreement shall be
executed in accordance with provisions as prescribed by any regulatory authority as applicable.
i. The Debenture Trustee shall perform its duties and obligations with due care, diligence and in the
best interest of the Debenture holders, and exercise its rights and discretions in accordance with
the prior written instructions / directions from the Debenture Holders in accordance with the terms
of the Debenture Trust Deed, and shall further conduct itself and comply with the provisions of
all applicable law (including without limitation, the Debenture Trustee Regulations, SEBI
ILMDS Regulations).
iii. Events of Default (including manner of voting/conditions of joining Inter Creditor
Agreements)
a. Subject to the terms of the Debenture Trust Deed, the Debenture Trustee, at its discretion
may, or if so requested in writing by the holders of at least three-fourths of the outstanding
amount of the Bonds or with the sanction of a special resolution, passed at a meeting of the
Debenture Holders, (subject to being indemnified and/or secured by the Debenture Holders
to its satisfaction), give notice to the Issuer specifying that the Bonds and/or any particular
options of Bonds, in whole but not in part are and have become due and repayable on such
date as may be specified in such notice inter alia if any of the events listed below occurs. The
description below is indicative and a complete list of events of default including cross
defaults, if any, and its consequences will be specified in the Debenture Trust Deed.
b. In accordance with the Chapter X: Breach of Covenants, Default and Remedies of Master
Circular for Debenture Trustees for post the occurrence of a “default”, the consent of the
Debenture Holders for entering into an inter-creditor agreement (the “ICA”) / shall be sought
by the debenture trustee after providing a notice to the investors in the manner stipulated
under applicable law. Further, the meeting of the Bond Holders shall be held within the period
stipulated under applicable law. In case(s) where majority of investors express their consent
to enter into the ICA, the debenture trustee shall enter into the ICA on behalf of the investors
upon compliance with the conditions as stipulated in the abovementioned circular. In case
consents are not received for signing the ICA, the debenture trustee shall take further action,
if any, as per the decision taken in the meeting of the investors. The consent of the majority
89of investors shall mean the approval of not less than 75% of the investors by value of the
outstanding debt and 60% of the investors by number at the ISIN level.
c. SEBI Master Circular for Debenture Trustees, defines ‘default’ as non-payment of interest or
principal amount in full on the pre-agreed date which shall be recognized at the first instance
of delay in the servicing of any interest or principal on debt.
d. It is hereby confirmed, in case of an occurrence of a “default”, the Debenture Trustee shall
abide and comply with the procedures mentioned in the abovementioned SEBI Master
Circular for Debenture Trustees.
e. Process of Due Diligence to be carried out by the Debenture Trustee
Due Diligence will be carried out as per SEBI (Debenture Trustees) Regulations, 1993, SEBI
ILMDS Regulations, the SEBI Debenture Trustee Master Circular and circulars issued by
SEBI from time to time.
f. Other Information
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 Debenture Trustee Master Circular.
CATALYST TRUSTEE COMPANY LIMITED HAS FURNISHED TO STOCK EXCHANGE A
DUE DILIGENCE CERTIFICATE AS PER THE FORMAT SPECIFIED IN THE SEBI
DEBENTURE TRUSTEE MASTER CIRCULAR WHICH READS AS FOLLOWS:
1. WE HAVE EXAMINED DOCUMENTS PERTAINING TO THE SAID ISSUE AND OTHER
SUCH RELEVANT DOCUMENTS, REPORTS AND CERTIFICATIONS.
2. ON THE BASIS OF SUCH EXAMINATION AND OF THE DISCUSSIONS WITH THE
ISSUER, ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES AND ON
INDEPENDENT VERIFICATION OF THE VARIOUS RELEVANT DOCUMENTS,
REPORTS AND CERTIFICATIONS:
WE CONFIRM THAT:
1. THE ISSUER HAS MADE ADEQUATE PROVISIONS FOR AND/OR HAS TAKEN STEPS
TO PROVIDE FOR ADEQUATE SECURITY FOR THE DEBT SECURITIES TO BE
ISSUED AND LISTED.
2. THE ISSUER HAS OBTAINED THE PERMISSIONS / CONSENTS NECESSARY FOR
CREATING SECURITY ON THE SAID PROPERTY(IES).
3. THE ISSUER HAS MADE ALL THE RELEVANT DISCLOSURES ABOUT THE
SECURITY AND ALSO ITS CONTINUED OBLIGATIONS TOWARDS THE HOLDERS OF
DEBT SECURITIES.
4. ISSUER HAS ADEQUATELY DISCLOSED ALL CONSENTS/ PERMISSIONS REQUIRED
FOR CREATION OF FURTHER CHARGE ON ASSETS IN PLACEMENT
MEMORANDUM AND ALL DISCLOSURES MADE IN THIS PLACEMENT
MEMORANDUM WITH RESPECT TO CREATION OF SECURITY ARE IN
CONFIRMATION WITH THE CLAUSES OF DEBENTURE TRUSTEE AGREEMENT.
5. ISSUER HAS DISCLOSED ALL COVENANTS PROPOSED TO BE INCLUDED IN
DEBENTURE TRUST DEED (INCLUDING ANY SIDE LETTER, ACCELERATED
PAYMENT CLAUSE ETC.), PLACEMENT MEMORANDUM.
6. ISSUER HAS GIVEN AN UNDERTAKING THAT CHARGE SHALL BE CREATED IN
90FAVOUR 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.
91SECTION-X: FINANCIAL INFORMATION
I. Following details as per the financial statements for past 3 years in tabular format:
EXAMINATION REPORT ON FINANCIAL INFORMATION
To,
Tiruchirappalli City Municipal Corporation,
Bharathidasan Road, Cantonment,
Tiruchirappalli-620001, Tamil Nadu, India
Dear Sirs,
We have examined the Financial Information comprising the Abridged Balance Sheet, Income and Expenditure
Statements and Cash Flow Statements for the year ended March 31, 2025, March 31, 2024 and March 31, 2023
(collectively, the “Financial Information”) of Tiruchirappalli City Municipal Corporation (the “Issuer”)
as annexed to this report for the purpose of inclusion in the Preliminary Placement Memorandum and the
Placement Memorandum to be filed by the Issuer with the Securities and Exchange Board of India (“SEBI”)
and the stock exchange(s) where the Debentures are proposed to be listed (“Stock Exchanges”) for private
placement by the Issuer of up to 10,000 (Ten Thousand) secured, non-convertible, rated, listed, redeemable,
taxable municipal bonds in the nature of debentures (“Municipal Bonds” / “Bonds”/ “Debentures”) of the
face value of Rs. 1 lakh (Rupees One Lakh) each, for cash, aggregating up to an Issue size of Rs. 100 Crores
(Rupees One Hundred Crores only) (“Issue”) by Tiruchirappalli City Municipal Corporation (“Issuer”).
The financial statements of Tiruchirappalli City Municipal Corporation (comprising of General Fund, Water
Supply & Drainage Fund and Elementary Education Fund) have been prepared by the Management of the
Issuer and are audited by the Joint Director of Local Fund Audit as the Auditing has been entrusted to Local
Fund Audit Department as per Tamilnadu District Municipalities Act 1920, G.O.No.93 Finance department
Dated : 28-03-2003, and as per Section 3 (1&2) of Tamilnadu Local Fund Audit Act (Refer :G.O.No.240
Finance (LFAD) Department Dated: 24.08.2016 and Act No.24/2014/ Rule,11) For financial years ended
March 31, 2023 & March 31, 2024, the audit of financial statements have been completed by Deputy Director
of Local Fund Audit/Local Audit Department pursuant to their Audit Reports dated 31st May 2024 and 30th
January 2025 respectively. While the audit for the financial years ended March 31, 2024 and March 31, 2023
has been conducted for books of accounts and financial statements of the funds, for the purpose of the Issue,
the consolidated Financial Information (which consolidates the financial information derived from audited
financial statements of General Fund, Water Supply & Drainage Fund & Elementary Education Fund)
comprising the Abridged Balance Sheet, Income and Expenditure Statements and Cash Flow Statements for
the financial years ended March 31, 2024 and March 31, 2023 have been prepared by us in terms of the
requirements of the proposed Issue.
Further, the audit of financial statements for the financial year ended March 31, 2025 by Deputy Director of
Local Fund Audit/Local Audit Department is under process, and the audit process may not be completed prior
to the listing of Bonds. Therefore, for the purpose of this Issue, Tiruchirappalli City Municipal Corporation,
appointed M/s. R. Thangamaharaja & Co., Chartered Accountants as External Auditor to conduct the audit of
the consolidated financial statements for the financial year ended March 31, 2025 refer Roc No.10385/2025/B1
(Main) dated 7th August 2025 and the External audit report has been submitted on 25th August 2025.
Further the Issuer appointed our firm to Examine the Financial Statement and appointed to examine and report
on the Financial Information for the limited purpose of the Issue vide Letter No. Roc No. E1/9272/2024(M)
dated 5th December 2024. Accordingly, we have examined and consolidated the Financial Statements
(comprising of Revenue and Capital Fund, Water Supply & Under Ground Drainage Fund & Elementary
Education Fund).
92The Financial Information is comprising of Abridged Balance Sheets, Income & Expenditure Statements and
Cash Flow Statements for the financial years ended March 31, 2023, March 31, 2024, and March 31, 2025
(collectively “Financial Information”)
The Financial Information has been prepared by the Management of the Issuer in connection with its proposed
Issue prepared in terms of the requirements of the proposed Issue and prepared in terms of the requirement of:
a) Securities and Exchange Board of India (Issue and Listing of Municipal Debt Securities) Regulations,
2015, as amended from time to time (“Regulations”);
b) The State Municipal Accounts Manual;
c) The Tiruchirappalli City Municipal Corporation Act, 1994 (“Act”) and the rules framed thereunder;
d) The guidance notes issued from time to time by the Institute of Chartered Accountants of India
(“ICAI”), as amended from time to time (the “Guidance Notes”).
The Financial Information has been sourced from
a. by Local Fund Audit department dated 30th Jan 2025 (FY2023 – 2024), and by Local Fund Audit
Department dated 31st May 2024 (FY 2022 – 2023) on the financial statements of the Issuer as on and
for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023.
b. With respect to the financial year ended March 31, 2025, the statutory audit of the financial statements
by the Department of Local Fund Audit is under process as on the date of this report. Accordingly, for
the purpose of this Examination Report and the proposed Issue, we have relied upon the audited
consolidated financial statements for the financial year ended March 31, 2025 issued by the External
Auditor of the Issuer.
Management Responsibility
The management of the Issuer is responsible for the preparation of the financial statements that gives a true
and fair view of the financial position and financial performance of the Issuer. This responsibility includes the
design, implementation and maintenance of the internal control relevant to the preparation and presentations
of the financial statements that gives a true and fair view and are free from material mis-statements, whether
due to fraud or error.
Auditors Responsibility
We have examined such Financial Information taking into consideration:
a) The terms of reference and terms of our engagement agreed upon with you in accordance with our
engagement letter dated 5th December 2024 in connection with the proposed Issue of the Debentures
by the Issuer;
b) The Guidance Notes. We are required to comply with the ethical requirements of the code of ethics
issued by the ICAI;
c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of
evidence supporting the Financial Information; and
d) Our work was performed solely to assist you in meeting your responsibilities in relation to your
compliance with the Act, the Regulations and the Guidance Notes in connection with the proposed
Issue of Debentures.
Opinion
Based on our examination and according to the above-mentioned State Municipal Accounts Manual, we report
that:
01. The Financial Information comprising the Abridged Balance Sheet, the Income and Expenditure
Statements and Cash Flow Statements for the financial years ended March 31, 2025, March 31, 2024
and March 31, 2023 (collectively, the “Financial Information”) is accurately extracted from the
93audited financial statements of the corporation for the financial years ended March 31, 2025, March
31, 2024 and March 31, 2023. Based on available records and confirmations provided by the Issuer,
no charge or security has been created, the Loans have been shown as Secured Loan in the Audited
Financials Statement, has been regrouped under Unsecured Loans as the Issuer has not provided any
security for the said loans.
02. This Examination Report should not in any way be construed as a reissuance or re-dating of any of
the previous audit reports issued by the Department of Local Fund Audit & External Auditor, nor
should this report be construed as a new opinion on any of the financial statements referred to herein.
03. We have not performed any procedures to update, revise, or reconsider the Financial Information for
the financial year ended March 31, 2025 for any matters that may arise pursuant to the completion of
the statutory audit by the Department of Local Fund Audit or for any subsequent events occurring
after the date of this report. Any modification, observation, or qualification, if any, that may be issued
by the statutory auditor in their audit report for the financial year ended March 31, 2025 is outside the
scope of our examination, and we do not accept any responsibility to reflect or comment upon the
same in this report.
04. Our report is intended solely for use of the purpose set out in first paragraph and in connection with
the proposed issue of Bonds. Our report should not be used, referred to, or distributed for any other
purpose except with our prior consent in writing. We hereby provide our consent for sharing of our
report with the Merchant Banker, Legal Counsel, SEBI, the stock exchanges or any other statutory/
regulatory authority, as may be required. Further this Report along with its annexures may be used for
inclusion in the Preliminary Placement Memorandum and in the Placement Memorandum (draft of
otherwise) and can be relied upon by the Tipsons Consultancy Services Private Limited (“Merchant
Banker”) and Zenith India Lawyers (“Legal Advisor to the Issue”) for the purposes of the Issue.
For M/s. Arun and Sujatha, Chartered Accountants
(Firm’s Registration No.: 011415S)
Authorized Signatory
Name: CA A V Arun
Designation: Partner
Membership No.: 214530
UDIN: 25214530PFJWYP5545
Place: Salem
Date: 29-12-2025
94A. ABRIDGED BALANCE SHEET (Rs. in Crores)
Financial Year
2022-23 2023-24 2024-25
Particulars Restated Restated Restated
Audited Audited Audited
LIABILITIES
Reserves and Surplus
Municipal (General) Fund #1 265.66 232.01 188.08
Earmarked Funds 173.54 183.02 196.55
Reserves 0.00 0.00 0.00
Total Reserves & Surplus - (A) 439.20 415.03 384.63
Non - Current Liabilties / Loans 0.00 0.00 0.00
Grants, Contribution for specific Purposes 2,200.83 2,639.95 2,901.02
Secured Loans 0.00 0.00 0.00
Unsecured Loans #2 198.73 331.85 466.29
Total Loans - (B) 2,399.56 2,971.80 3,367.31
Current Liabilities & Provisions
Deposits Received 106.73 135.82 146.12
Deposit Works 0.00 0.00 0.00
Other Liabilties 33.62 47.69 62.86
Provisions 0.00 0.00 0.00
Total Current Liabilities & Provisions - (C) 140.35 183.51 208.98
TOTAL LIABILITIES - (A+ B + C) 2,979.10 3,570.34 3,960.93
ASSETS
Fixed Assets
Gross Block of Assets 1,708.38 1,899.66 2,048.27
Less : Accumulated Depreciation 905.13 1,007.47 1,101.39
Net Block of Assets 803.25 892.18 946.88
Capital Work in Progress 1,320.30 2,082.66 2,586.25
95Total Fixed Assets - (D) 2,123.55 2,974.84 3,533.13
Investments 0.00 0.00 0.00
Investments - General Fund 171.61 191.55 48.22
Investments - Other Funds (114.33) (138.33) (8.02)
Total Investments - ( E ) #3 57.28 53.22 40.20
Current Assets, Loans and Advances
Stock in Hand (Inventories) 4.25 4.25 4.25
Sundry Debtors (Receivables) #4 176.67 159.02 159.69
Less: Accumulated prov. against debts 0.00 0.00 0.00
Pre-paid Expenses 0.00 0.00 0.00
Cash and Bank Balances 602.05 428.10 252.23
Loans, advances and Deposits (Net) #5 43.91 22.26 29.79
Total Current Assets, Loans & Advances -
826.88 613.63 445.95
(F)
Other Assets - (G) #6 (28.61) (71.36) (58.36)
Misc. Expenses (to the extent not written off) -
0.00 0.00 0.00
(H)
TOTAL ASSETS - (D+ E+F+G+H) 2,979.10 3,570.33 3,960.93
Notes:
#1. The decrease in general funds is on account of Excess of expenditure over revenue in the income and
expenditure statement.
#2. Loans have been shown as Secured Loan in the Audited Financials Statement, has been regrouped under
Unsecured Loans as the Issuer has not provided any security for the said loans.
#3. The sharp decline in investments under the General Fund during FY 2024-25 is attributable to the
redemption of investments undertaken to meet funding requirements for infrastructure development projects,
including construction of the new Bus Terminal, markets, and other civic infrastructure. Accordingly,
investment balances reduced as funds were deployed towards capital expenditure
#4. Sundry debtors declined during FY 2023-24 due to strengthening of collection mechanisms, improved
billing controls, and enhanced follow-up procedures.
As a result, receivables were realised more efficiently despite an increase in revenue.
During FY 2024-25, sundry debtors remained broadly stable, reflecting sustained collection efficiency aligned
with higher revenue levels
#5. Loans, advances and deposits primarily comprise advances given to suppliers and contractors. During FY
2023-24, these advances were substantially recovered through adjustment against bills submitted and
payments made to such parties upon completion of work. Consequently, the balance under loans and advances
declined significantly during the year.
96#6. The balance under this head represents Other Asset Control Accounts, which are internal control accounts
maintained between the Head Office and its five Zonal Offices.
The negative balances arise due to timing differences and pending inter-office reconciliations. These balances
are internal in nature and do not represent external receivables or liabilities. The accounts are under
reconciliation and are subject to reconciliation and adjustment in subsequent periods.
97B. INCOME AND EXPENDITURE STATEMENT
(Rs. in Crores)
Major Head of Accounts Financial Year
Particulars 2022-23 2023-24 2024-25
Restated Restated Restated
Audited Audited Audited
INCOME
Tax Revenue 123.01 130.57 152.25
Assigned Revenues & Compensations #7 15.64 21.77 17.17
Rental Income from Municipal Properties #8 21.63 20.34 21.77
Fees & User Charges 83.48 91.98 99.39
Sales & Hire Charges 1.10 1.15 1.54
Revenue Grants, Contributions & Subsidies 93.08 131.41 137.56
Income from Investments #9 8.38 2.52 2.92
Interest Earned #10 (7.90) 7.17 1.97
Other Incomes #11 21.00 73.88 28.13
TOTAL INCOME - A 359.41 480.79 462.70
EXPENDITURES
Establishment Expenses #12 188.33 238.78 250.59
Administrative Expenses #13 15.41 22.45 14.30
Operations & Maintenance #14 96.73 114.41 102.91
Interest & Finance Expenses #15 15.96 24.82 24.84
Programme Expenses #16 1.88 0.47 2.65
Revenue Grants, Contributions & Subsidies 4.03 12.00 9.31
Provision & Write off 0.00 0.00 0.00
Miscellaneous Expenses 0.00 0.00 0.00
Depreciation #17 79.43 102.34 93.95
TOTAL EXPENDITURE - B 401.78 515.28 498.55
Gross Surplus / (Deficit) of Income over
(42.36) (34.48) (35.85)
Expenditure before prior period Items
Add : Prior Period Items (Net) 0.32 0.84 (8.08)
Gross Surplus / (Deficit) of Income over
(42.05) (33.64) (43.93)
Expenditure after prior period Items
Less : Exceptional Items 0.00 0.00 0.00
98Net Surplus / (Deficit) after Exceptional Items (42.05) (33.64) (43.93)
Less : Transfer to Reserve Funds #18 45.24 0.00 0.00
Net Surplus / (Deficit) (87.29) (33.64) (43.93)
Notes:
#7. Assigned revenues and compensations are received pursuant to State Government devolution, based on
recommendations of the State Finance Commission. Variations during FY 2024-25 are primarily attributable to the timing
and quantum of releases made by the Government during the year. As these revenues are policy-driven and release-based,
year-on-year fluctuations are inherent in nature and are not within the direct control of the Issuer.
#8. During FY 2023-24, maintenance activities were undertaken in respect of certain buildings, which temporarily
impacted their occupiability. Consequently, rental income witnessed a marginal decline during the year, following which
it improved upon completion of the maintenance works.
#9. Pursuant to directions received from the Government of India vide GOI Notification / Direction No. B1/8271/2022
(main)dated 2nd February 2022,, the Corporation closed the investments created out of unspent Smart City funds during
FY 2022-23. Consequently, income from investments substantially declined during the period.
#10. Pursuant to directions from the Government of India vide GOI Notification / Direction No. B1/8271/2022 (main)
dated 2nd February 2022, interest on investments made out of unspent Smart City funds, amounting to ₹17.45 crore, was
refunded during FY 2022-23, against interest income of ₹9.58 crore earned during the year, resulting in negative net
interest income of (7.90) crores
#11. During June 2023, the Corporation received a special grant of ₹37.60 crore from the Government of Tamil Nadu for
the pre-closure of the loan availed from TNUIFSL. The grant has been wrongly accounted for under the head “Other
Income.” Consequently, Other Income reflects a sharp increase during the year
#12. The increase in establishment is primarily attributable to salary revisions, statutory employee benefits including
retirement benefits and normal increments during the year. The expenditure is revenue in nature and incurred in the
ordinary course of municipal operations.
#13. Completion and approval of major DPR works in FY 2023-24 resulted in a substantial reduction in professional fees
and printing expenses during FY 2024-25.
#14. Major repairs and maintenance works were undertaken and completed during FY 2023-24, which temporarily
impacted the usability of certain properties. Upon completion of the works, operations and maintenance (O&M) expenses
declined in FY 2024-25
#15. The increase in finance cost during FY 2023-24 is attributable to the availing of fresh loans aggregating ₹181 crore
for infrastructure development and is commensurate with the expansion in the Corporation’s capital expenditure. Morever,
Additional borrowings of ₹134 crore were availed during FY 2024-25. Interest servicing commences from FY 2025-26 as
per sanction terms; hence no incremental interest has been recognized in FY 2024-25
#16. Programme expenses mainly relate to election expenditures incurred during the conduct of municipal elections and
are therefore non-recurring and event-driven.
#17. Although the gross block increased during FY 2024-25, depreciation declined as major asset additions were
capitalised in the month of March and, in line with the State Municipal Accounting Manual, depreciation on such assets is
charged only from the subsequent year.
#18. During FY 2022-23, neither any real transfer of amount nor creation of reserves occurred. An inadvertent accounting
entry was passed under accounting head "Contribution to Capital Fund", which was subsequently reversed and corrected
in the succeeding years.
99C. CASH FLOW STATEMENT (Rs. in Crores)
Financial Year
Particulars 2022-23 2023-24 2024-25
Restated Restated Restated
Audited Audited Audited
A. Cash Flow from Operating Activities
Surplus/(Deficit) from Income & Expenditure A/c (87.29) (33.64) (43.93)
Add: Non-cash & Non-operating items 0.00 0.00 0.00
Depreciation 79.43 102.34 93.95
Provisions/Write-offs 0.00
0.00 0.00
Interest/Dividend Income (–) (0.48) (9.68) (4.89)
Profit/Loss on Disposal of Assets 0.00
0.00 0.00
Operating Surplus before Working Capital Changes (8.34) 59.01 45.13
Adjustments for Working Capital Changes 0.00 0.00 0.00
(Increase)/Decrease in Inventories 0.00
0.00 0.00
(Increase)/Decrease in Receivables 5.13 17.65 -0.67
Increase/(Decrease) in Payables 23.05 43.16 25.48
Increase/(Decrease) in Provisions 0.00 0.00 0.00
Net Cash from Operating Activities #19 19.84 119.82 69.94
B. Cash Flow from Investing Activities
Changes in the Fixed Assets (–) (689.75) (953.63) (652.24)
Changes in the Investments (–) 133.70 4.06 13.02
Changes in Loans and Deposits 11.18 21.65 (7.53)
Movement in Other Assets (Net) 28.61 42.75 (13.00)
Net Cash from Investing Activities (516.27) (885.17) (659.74)
C. Cash Flow from Financing Activities
100Loans Raised (New Loan- Old Loan repayment) 21.67 133.12 134.45
Interest Income (+) 0.48 9.68 4.89
Grants/Funds Received for Capital Purposes (+) #20 751.05 39.12 261.07
Grants/Funds Received for Earmarked (+) 45.24 9.48 13.53
Other Borrowings (Net)
Net Cash from Financing Activities 818.44 591.40 413.93
Net Increase/(Decrease) in Cash & Cash Equivalents 322.01 (173.95) (175.87)
Add: Opening Cash & Bank Balances 280.04 602.05 428.10
Closing Cash & Bank Balances 602.05 428.10 252.23
Notes
#19. Operating cash flows are significantly influenced by depreciation and working capital movements and may not
represent recurring operating surplus.
#20. Capital expenditure is substantially funded through government grants, the timing of which is policy-driven
101D. LINK TO THE WEB PAGE FOR ACCESSING FINANCIALS OF THE MUNICIPAL BODY.
The financial information regarding the Corporation can be obtained from the following link:
www.trichycorporation.gov.in/auditedfinancialstatement#top
E. COPY OF BUDGET DOCUMENTS FOR PREVIOUS THREE YEARS
The summary of budget of the Issuer for previous three financial years FY 2022-2023, FY 2023-2024, FY
2024-2025 and the current year FY 2025-26 are annexed herewith as Annexure VI.
For complete budget documents for previous three financial years FY 2022-2023, FY 2023-2024, FY 2024-
2025 and the current FY 2025-26 please refer to the link below:
www.trichycorporation.gov.in/budgetdetails#top
F. FINANCIAL PARAMETERS
(Rs. in Crores)
Financial Year
Key Financial Figures 2022-23 2023-24 2024-25
Audited Audited Audited
Revenue Income - A 359.41 480.79 462.70
Revenue Expenditure (Excluding
385.50 489.61 481.79
Interest) * – B
Operating Revenue Surplus C = A – B (26.09) (8.82) (19.09)
Interest Expense – D 15.96 24.82 24.84
Principal Repayment (Outside Sinking
2.54 47.99 27.60
Fund) - E
Contribution to Sinking Fund - - -
Revenue Surplus - F = C – D ** (42.05) (33.64) (43.93)
Capital Income - G 798.33 672.87 462.09
Capital Expense*** - H 513.71 915.51 687.98
Capital Surplus I = G - H 284.63 (242.65) (225.89)
Overall Surplus J = F + I 242.58 (276.29) (269.82)
Deposits and Advances (net) **** 43.91 22.26 29.79
Initial Cash / Bank Balance 280.04 602.05 428.10
Change in Cash / Bank Balance 322.01 (173.95) (175.87)
Final Cash / Bank Balance 602.05 428.10 252.23
Loan repayment from Sinking Fund - - -
Initial Sinking Fund Balance - - -
Change in Sinking Fund - - -
Final Sinking Fund Balance - - -
Total Debt 198.73 331.85 466.29
Ratio of Total Expenditure / Total
111.70% 107.00% 109.49%
Revenue = (B+D)/A*100
Cash Surplus / Total Revenue = (F +
10.40% 14.29% 10.81%
Dep.) / A*100
Ratio of Debt Service / Total Revenue 2.88 1.28 1.43
Notes:
*Revenue expenses include the Prior period items
**While Revenue Surplus reflects the overall fiscal position including grants, Operating Revenue Surplus is
considered.
***This includes amount spent for Capital Work in Progress & Fixed assets created from all funds
****Loans, advances & deposits given by the issuer.
102II. Details of top 5 revenue sources for the previous three years
The details of the top 5 revenue sources for Financial Year 2022-2023, Financial Year 2023-2024 and Financial
Year 2024-2025 based on the Audited Financial Statements.
(Rs. in Crores)
Financial Year
Revenue Receipts Type 2022-23 2023-24 2024-25
Actual Actual
Actual
Property Tax and Vacant Site Tax (VST) 46.78 49.81 58.46
Charges
Water Tax 44.16 46.95 55.50
Water Charges* 26.34 27.51 28.50
Building License 11.80 11.74 21.82
Education Tax 15.79 16.75 19.82
*Classified under the head Fees and User Charges
III. Details of property tax collection
The details of the property tax collection for Financial Year 2022-23, Financial Year 2023-24 and Financial
Year 2024-25 based on the Audited Financial Statements of the Issuer:
(Rs. in Crores)
Particulars Demand Raised Collection Overal Current
l Collecti
Collect on
Arrears Current Total Arrears Current Total ion Ratio
Ratio
2022-2023 30.74 46.78 77.52 11.82 36.14 47.96 62% 77%
2023-2024 25.98 49.81 75.79 11.38 41.01 52.39 69% 82%
2024-2025 36.49 58.46 94.95 13.28 46.66 59.94 63% 80%
*Note: Property Tax include Vacant Site Tax (VST) Charges are given in the above table
IV. Status of reforms with respect to e-governance, cost recovery on water supply & Solid Waste
Management (SWM), property tax, double entry accounting and others, as specified by MoUD
and authorities concerned
(i) Reforms on E-Governance
TCMC has implemented an online Grievance Redressal Mechanism through its website at
www.tccicts.com/public/Newgrievance.aspx and a Whatsapp group titles “TCMC WhatsApp
Compliant” to efficiently manage citizen complaints by facilitating simple complaint registration,
status monitoring and timely resolution of complaints from citizens.
Field officers have been empowered to resolve the grievances during inspections with supporting
documents and photographs. This mechanism enables easy registration of complaints, real-time
tracking and automated escalation mechanisms, ensuring transparency, responsibility, and prompt
redressal at every stage of the grievance process.
(ii) Water Supply Reforms
TCMC draws perennial water supply from the Cauvery and Coleroon rivers. The entire water supply
system is continuously monitored through a Supervisory Control and Data Acquisition (SCADA)
system, which integrates all Water Supply Service Reservoirs and enables automated operation (on/off
control) and real-time monitoring of overhead tanks.
103TCMC has also provided facility for online payment of Property Tax which can be accessed through
tnurbanepay.tn.gov.in/WS_PaymentDetails.aspx#
(iii) Solid waste management (SWM) reforms
(i) Waste Collection and Transportation System:
TCMC has strengthened its solid waste collection and transportation system with a focus on
comprehensive door-to-door collection, effective source segregation and timely transfer of waste to
processing facilities. Collection vehicles are fitted with GPS for real-time tracking, supported by
walkie-talkie communication and CCTV surveillance for improved coordination and monitoring. The
system is supported through route mapping and rationalised deployment of the existing fleet,
behavioural and safety training for drivers, and a responsive maintenance mechanism to minimise
downtime. To enhance coverage and service levels, TCMC has engaged additional vehicles and
manpower, introduced dedicated night operations where required, and implemented separate
collection arrangements for commercial waste, to facilitate efficient and uninterrupted service
delivery.
b. Deployment of Segregation Supervisors and Workforce Management:
To enhance source segregation at the household level, segregation supervisors have been deployed
along with each collection vehicle (Tata Ace/BOV). Contingency arrangements have been made to
address staff absenteeism among drivers, sanitation workers, and supervisors, thereby maintaining
continuity of operations. In addition, structured duty scheduling and time management systems have
been adopted to improve workforce productivity and accountability.
c. Awareness Generation and Public Participation:
TCMC has implemented widespread awareness initiatives to encourage source segregation and
prevent open dumping practices. Actions initiated include serving notices to residents and commercial
entities, circulating awareness messages through print media.
TCMC has established a comprehensive monitoring mechanism through the Integrated Command
Control Centre (ICCC). Daily sanitation operations commencing from 6:00 a.m. are closely tracked
using GPS-fitted waste collection vehicles, walkie-talkie communication systems, and CCTV
surveillance. Clearly defined route plans facilitate systematic waste collection and transportation,
while continuous supervision helps curb unauthorized roadside dumping.
(iv) Property Tax Reforms:
With the efforts made by the issuer, the total collection of Property Tax which is one of the main
sources of revenue has increased from Rs. 36.14 Crores in FY 2022-23 and to Rs. 41.07 Crores in FY
2023-24 and stands at Rs. 46.66 Crores in FY 2024-25.
TCMC has also provided facility for online payment of Property Tax which can be accessed through
tnurbanepay.tn.gov.in/PT_CPPaymentDetails.aspx#.
Linking of building permission: The procedure for property tax assessment is initiated upon issuance
of a building permission by the Town Planning Department. TCMC is integrating Town Planning
compliance and Property Tax/Revenue compliance through a common digital platform, leveraging
the Tamil Nadu Urban Electronic Payment System (TNU-ePS) to enable filtered, real-time sharing of
building permission and completion-related information on newly constructed properties in
Tiruchirappalli City with the Revenue Department. This integration is expected to improve
identification of new properties for assessment and support timely and efficient revenue collection.
Incentivisation: People are being given 5% discount on the net property tax payable, if they remit
taxes within the due time as envisaged under Rule 268(2) of Tamil Nadu Urban Local Bodies Rules,
2023.
104(v) Double Entry Accounting
TCMC has been following Double Entry Accounting System as prescribed in the Accounting Manual
for Urban Local Bodies in Tamil Nadu even since 2000 and the following steps have been
implemented towards double entry accounting system by way of improvements in the back-office
system.
to provide adequate civic services on a timely basis to its citizen, with a view to provide better
financial management, improved governance, accountability and transparency of management.
All receipts & payments are being managed through a dedicated software which stores all
supporting documentation in digitized mode through Urban tree information system’ a common
portal operated state wide for operating the account of all urban local bodies in Tamil Nadu.
Recording, classifying and summarizing transactions on day-to-day basis to ensure timely
preparation of financial information and reports for efficient analysis and decisions
TCMC is maintaining accounting sheets/ancillary documents/vouchers etc in digitized form.
V. DETAILS OF ISSUER’S OUTSTANDING BORROWING
a. Details of borrowings of the Issuer, as on the latest quarter end:
As on December 31, 2025, there are outstanding secured borrowings of Rs. Nil and outstanding
unsecured borrowings of Rs. 474.72* Crores.
b. Details of Secured Loan Facilities:
(Rs. in Crores)
Lender’s Name Type of Loan Principal Security
Sr. No. Facility Amount Amount Repayment
Sanctioned Outstanding as Date/ Schedule
(in Crores) on December
31, 2025
NIL
c. Details of Unsecured Loan Facilities:
(Rs. In Crores)
Sr. Lender Type of Amount Tranche Outstandi Repayment Date / Schedule
No Name Facility Sanctione Wise ng as on
d Disbursem December
ent 31, 2025
1st August & 1st February/ Half
yearly instalments starting on
25.00 21.63
TNUIFSL August 1, 2020, and ending on
Term
February 1, 2040
1 Loan 111.25
1st January & 1st July / Half
yearly instalments starting on
18.30 15.83
July 1, 2021 and ending on July
1, 2040
1051st July & 1st January / Half
yearly instalments starting on
20.00 17.60
July 1, 2021 and ending on
January 1, 2041
1st September & 1st March /
Half yearly instalments starting
20.00 17.89
on September 1, 2021 and
ending on March 1, 2041
1st June & 1st December / Half
yearly instalments starting on
5.00 4.54
June1, 2022 and ending on
December 1, 2041
1st November & 1st May / Half
yearly instalments starting on
5.00 4.61
November 1, 2022 and ending on
May 1, 2042
1st April & 1st October / Half
yearly instalments starting on
6.00 5.75
April 1, 2024 and ending on
October 1, 2043
1st April & 1st October / Half
yearly instalments starting on
4.00 3.83
April 1, 2024 and ending on
October 1, 2043
1st April & 1st October / Half
yearly instalments starting on
4.00 3.83
April 1, 2024 and ending on
October 1, 2043
1st May & 1st October / Half
yearly instalments starting on
4.00 3.83
May 1, 2024 and ending on
October 1, 2043
Term
2 TNUIFSL 37.84 1st April & 1st October / Half
Loan
yearly instalments starting on
6.00 5.75
April 1, 2024 and ending on
October 1, 2043
1st April & 1st October / Half
yearly instalments starting on
8.00 7.66
April 1, 2024 and ending on
October 1, 2043
Half yearly instalments starting
1.12 1.10 on March 1, 2025 and ending on
September 1, 2044
Half yearly instalments starting
1.53 1.51 on June1, 2025 and ending on
December 1, 2044
Half yearly instalments starting
3.19 3.16 on October 1, 2025 and ending
on April 1, 2045
1st June & 1st December / Half
yearly instalments starting on
3.50 3.43
June 1, 2025 and ending on
Term December 1, 2044
3 TNUIFSL 119.96
Loan 1st April & 1st October / Half
yearly instalments starting on
10.00 9.80
April 1, 2025, and ending on
October 1, 2044
1061st April & 1st October / Half
yearly instalments starting on
6.32 6.19
April 1, 2025and ending on
October 1, 2044
1st August & 1st February/ Half
yearly instalments starting on
5.00 4.95
August 1, 2025 and ending on
February 1, 2045
1st April & 1st October / Half
yearly instalments starting on
7.50 7.35
April 1, 2025 and ending on
October 1, 2044
1st June & 1st December / Half
yearly instalments starting on
3.15 3.09
June 1, 2025 and ending on
December 1, 2044
1st December & 1st June / Half
yearly instalments starting on
4.02 3.98
June 1, 2025 and ending on
December 1, 2044
1st March & 1st September /
Half yearly instalments starting
0.96 0.95
on September 1, 2025 and
ending on March 1, 2045
Half yearly instalments starting
2.74 2.68 on April 1, 2025 and ending on
October 1, 2044
Half yearly instalments starting
1.68 1.64 on July 1, 2025 and ending on
January 1, 2045
Half yearly instalments starting
1.23 1.22 on October1, 2025 and ending on
April 1, 2045
Half yearly instalments starting
3.86 3.82 on October1, 2025 and ending on
April 1, 2045
Quarterly instalments starting on
TUFIDCO 70.00 64.75 March 31, 2025 and ending on
December 31, 2034
1st September & 1st March /
Term Half yearly instalments starting
4 TNUIFSL 45.57 10.21 10.21
Loan on September 1, 2025 and
ending on March 1, 2045
1st July & 1st January / Half
yearly instalments starting on
5.00 3.24
July 1, 2024 and ending on
January 1, 2029
1st October & 1st April / Half
Term yearly instalments starting on
5 TNUIFSL 27.00 2.00 1.48
Loan October 1, 2024 and ending on
April 1, 2029
1st January & 1st July / Half
yearly instalments starting on
8.74 5.24
October 1, 2025 and ending on
April 1, 2029
107Quarterly instalments starting on
Term
6 TUFIDCO 159.98 159.98 125.89 March 31, 2024 and ending on
Loan
December 31, 2033
Quarterly instalments starting on
Term
7 TUFIDCO 71.28 71.28 64.15 March 31, 2024 and ending on
Loan
December 31, 2033
Quarterly instalments starting on
Term
8 TUFIDCO 13.97 12.57 7.92 December 31, 2023 and ending
Loan
March 31, 2029
Quarterly instalments starting on
Term
9 TUFIDCO 12.00 9.00 9.00 September 30, 2025, and ending
Loan
on December 31, 2035
The loan amount has not yet
been disbursed; accordingly, the
Term
10 TNUIFSL 16.56 0.00 0.00 maturity period and instalment
Loan
schedule are presently not
defined.
1st July & 1st January / Half
yearly instalments starting on
6.56 6.56
July 1, 2025 and ending on
January 1, 2043
Term 1st July & 1st January / Half
11 TNUIFSL 48.83
Loan yearly instalments starting on
4.00 4.00
July 1, 2025, and ending on
January 1, 2043
Loan received September 2025;
4.12 4.12
statement not received
12 Term
HUDCO - - 0.54 Refer Notes**
Loan
Total 664.24 544.56 474.72
Notes:
*The aforesaid loans have been shown as Secured Loan in the Audited Financials Statement, has been regrouped here
under Unsecured Loans as the Issuer has not provided any security for the said loans.
**The adjoining local bodies, such as Thiruverumbur Village Panchayath, Ellakudi Village Panchayath, Melakalkandr
Kottai Village Panchyaths were merged with TCMC during 2011-12 and the area was extended. In the Accounts of
Thiruverumbur Town Panchayath this HUDCO figure also came. Hence, the Issuer have incorporated the figure in our
records (Account Code No.3303001). There was no communication regarding this and no instruction was so far
received to delete this item. Hence, the Issuer continuing with the figures. But there was no loan demand either from
HUDCO or from Government so far.
d. Details of NCDs/Bonds (as on December 31, 2025):
Not Applicable, as the Issuer has not issued any debentures.
e. List of Top 10 Debenture Holders
Not Applicable, as the Issuer has not issued any debentures.
f. Details of Commercial Paper
Not Applicable, as the Issuer has not issued any commercial papers.
g. Details of Rest of Borrowings
NIL
108h. Details of any outstanding borrowings and debt securities issued for consideration other than
cash, whether in whole or part, at a premium or discount, or in pursuance of an option;
NIL
VI. Sufficient revenue generation and resources for timely servicing and redemption
The Bonds issued under this Placement Memorandum are proposed for servicing through a structured
payment mechanism. Under the structured payment mechanism all funds deposited whether on
account of Tax Income shall be transferred to a separate no-lien Escrow Account for debt servicing.
Please refer to detailed Structured Payment Mechanism on page no. 139 of this Placement
Memorandum.
In order to ensure timely servicing and redemption, the Issuer shall establish 2 (Two) accounts solely
for the purpose of servicing the debt. The Interest Payment Account shall be established with a deposit
such that at any point of time the Interest Payment Account holds an amount equivalent to three (3)
semi-annual interest payments for bonds. To ensure adequacy of funds for redemption of the Bonds,
a Sinking Fund Account shall be opened where amounts shall be deposited for redemption of the
principal amounts of the Debentures. There is sufficient revenue generation/collection from Tax
Income which shall be collected for timely servicing and redemption. The total cash flows from Tax
Income during the last 3 (Three) Financial Years is approximately Rs. 152.25 Crores (Financial Year
2024-2025), Rs. 130.57 Crores (Financial Year 2023-2024) and Rs. 123.01 Crores (Financial Year
2022-2023).
VII. Issue Estimated Scenarios of Asset Liability Mis-matches
As there is sufficient tax collection, there does not seem to be any scenario of asset liability mismatch.
With respect to the repayment of debt and revenue generation, the Debentures are to be paid from Tax
Income (Tax Income shall mean property tax, water charges and Vacant Site Tax (VST) charges) of
the Issuer. The current collections are sufficient to ensure the redemption of the Debentures. The
structured payment mechanism as provided in this Placement Memorandum shall ensure that the funds
deposited over period will be sufficient to service the Debentures. Further Tax Income (Tax Income
shall mean property tax, water charges and Vacant Site Tax (VST) charges) are estimated to remain
sufficient; therefore, we do not foresee any scenario of Asset Liability mismatch in future as well.
Further, any shortfall towards payments to be made in respect of the Debentures will be transferred in
terms of the Transaction Documents.
109SECTION-XI: LEGAL AND OTHER INFORMATION
The Bond Issue Committee in its meeting held on December 29, 2025 has adopted a materiality policy for
disclosure of litigation in relation to the Issuer according to which other litigation involving the Issuer which
may have an adverse impact on the position of the Issuer, the operations of the Issuer and the projects which
are being funded by the proceeds of the Debentures, which litigation has been disclosed herein below.
Except as stated in this section, there are no:(i) criminal proceedings; (ii) actions by statutory or regulatory
authorities; (iii) disciplinary action including penalty imposed by SEBI or stock exchanges against the Issuer
in the last five financial years including outstanding action; (iv) claims relating to direct and indirect taxes;
or (v) Material Litigation (as mentioned below), involving the Issuer.
a. the potential financial liability/monetary claim by or against Municipal Corporation in any such pending
matter(s) is in excess of 0.025% of total income as per the audited financial statements of the Issuer for
the FY 2024-25, i.e., Rs. 0.12 Crores;
b. any such litigation wherein the monetary liability is not quantifiable which is and/or which may have a
material adverse effect from the perspective of the(i) operations of the Corporation, (ii) the financial
position, income and cash flows of our Corporation; (iii) the Projects proposed to be funded out of the
proceeds of the Issue; (iv) the Issue; or the investor's decision to invest/continue to invest in the Bonds;
c. It is hereby clarified that Notices received from third parties (excluding statutory/regulatory/tax
authorities or notices threatening criminal action) shall, not be evaluated for materiality until such time
that the Issuer is impleaded as defendants in litigation proceedings before any judicial forum.
Further, the Issuer has a policy for identification of material outstanding dues to creditors (“Material Dues”)
for creditors where outstanding due to any one of them is in excess of 0.025% of total income as per the
audited financial statements of the Issuer for the FY 2024-25, i.e., Rs. 0.12 Crores.
A. CONTINGENT LIABILITIES OF THE ISSUER
As per the Auditors report dated 25th August 2025 issued by M/s. R. Thangamahraja & Co, Chartered
Accountants, for the FY 24-25, there have been no identified contingent liabilities disclosed in the notes
to the financial statements of the issuer
The Corporation may face claims, disputes, or demands in the ordinary course of business that are
currently not reliably measurable, and hence no provision has been recognised at this stage. Such matters
are monitored continuously, and contingent liabilities are disclosed only where an outflow is not remote
and estimation are practicable, with non-disclosure when such disclosure would seriously prejudice the
Corporation’s position as permitted by the standards. Based on management’s assessment as of the
reporting date, no contingent liability requires recognition and no disclosure is necessary beyond this
policy, as the likelihood of material outflow is assessed.
LITIGATIONS INVOLVING THE ISSUER
B. LITIGATIONS AGAINST THE ISSUER
a. CRIMINAL LITIGATIONS
Nil
i. WILLFUL DEFAULTER
The Issuer is not a willful defaulter.
ii. WILFUL DEFAULTER STATUS OF BOND ISSUE COMMITTEE MEMBERS
None of the members of the Bond Issue Committee have been declared as willful defaulters.
110iii. ACTIONS BY REGULATORY OR STATUTORY AUTHORITIES
Environment related Litigation
Sr. Name of the Case Authority Brief Facts of the Case Amount Pre
No. Parties Number Involved (in sent
Crores) Stat
us
1. Tribunal on O.A. NO. National An environmental suo motu Not Pen
its own 40/2025 Green case (O.A. NO. 40/2025 (SZ)) Applicable din
motion SUO (SZ) Tribunal, has been initiated by the g
MOTU vs. Southern National Green Tribunal, with
Tiruchirappal Zone, the Principal Bench in New
li City Chennai Delhi being currently heard by
Municipal the Southern Zone Bench in
Corporation Chennai (the ‘Tribunal’) under
(through case number O.A. No. 40/2025
Commissione (SZ). issuing the memo of
r) & others parties regarding the matter.
including The primary parties includes
Tamil Nadu Tiruchirappalli City Municipal
Pollution Corporation, the Tamil Nadu
Control Pollution Control Board, and
Board, the Central Pollution Control
Central Board & Others (the
Pollution ‘Respondents’).
Control Board The proceedings were initiated
based on a news item titled
“Age-old channels have
become open drains for
discharging raw sewage in
Tiruchi” published in The
Hindu on December 25, 2024.
As per the case details, once-
functional irrigation canals in
Tiruchirappalli have been
converted into open drains for
the discharge of raw sewage
from numerous households
and commercial
establishments. Residents
attribute this environmental
degradation to the absence of a
sufficient underground sewer
network and the lack of
punitive action by authorities
against violators. The case
seeks to address the failure of
existing measures to check
pollution along these canal
banks. The matter is currently
pending before the National
Green Tribunal, Southern
Zone, Chennai for disposal.
iv. DISCIPLINARY ACTIONS INCLUDING PENALTY IMPOSED BY SEBI OR STOCK
EXCHANGE(S)DURING THE PAST 5 (FIVE) FINANCIAL YEARS INCLUDING
OUTSTANDING ACTION
111NIL
v. DIRECT AND INDIRECT TAX
Direct Tax*
E-proceedings
Nil
Outstanding Demand
Nil
Source- https://eportal.incometax.gov.in/iec/foservices/#/login. Status as on February 02, 2026.
Indirect Tax*
Tax Deducted at Source
Number of Cases Amount Involved (Rs. in Crores)
1 0.001
* Source: https://www.tdscpc.gov.in/app/login.xhtml?usr=Ded. Status as on February 02, 2026
Goods and Services Tax
[Intentionally Left Blank]
112Assessm Description Amount Current Status
ent Year Involved
(in
Crores)
The Tiruchirappalli City Municipal Corporation (“the The Hon’ble
2018 - Corporation”) is subject to a GST adjudication order issued 16.11 Madras High
2019 in Form GST DRC-07 (ZD330925372412C) dated 26 Court has
September 2025 for FY 2018-19 pursuant to a surprise granted an
inspection conducted by the State Tax Intelligence interim stay on
authorities. The order determines an aggregate demand of the operation of
₹16.11 crore comprising tax of ₹5.10 crore, interest of ₹5.91 the impugned
crore (computed up to 26 September 2025), and penalty of GST order, and
₹5.10 crore levied under Section 74 of the CGST/TNGST the matter is
Acts pending
adjudication.
The Corporation has challenged the said order before the
Madurai Bench of the Madras High Court by filing W.P.
(MD) No. 34093 of 2025. The Hon’ble High Court, by order
dated 01 December 2025, has granted an interim stay on the
operation of the impugned GST order, and the matter is
pending adjudication.
2019 – A demand under Form GST DRC-07 dated September 26, 16.64 Pending
2020 2025 has been issued by the Goods and Services Tax
Department for FY 2019-20, aggregating to ₹16.64 crore
(comprising tax of ₹5.59 crore, interest of ₹5.47 crore and
penalty ₹5.59 crore). The demand arises from alleged
suppression / non-declaration of taxable turnover and related
matters adjudicated under Section 74 of the CGST/TNGST
Act, 2017. The demand is currently pending resolution, and
the Corporation is evaluating appropriate remedies in
accordance with law.
2020 - As on the reporting date, a demand under FORM GST DRC- 9.90 Pending
2021 07 dated 20.11.2025 has been issued by the Goods and
Services Tax Department for FY 2020-21, aggregating to
₹9.90 crore (comprising tax ₹3.50 crore, interest ₹2.89 crore
and penalty ₹3.50 crore), adjudicated under Section 74 of the
CGST/TNGST Act, 2017 on grounds including alleged
suppression of turnover. The demand is pending resolution.
The Corporation is examining the order and evaluating
appropriate legal remedies.
2021 - As on the reporting date, a demand under FORM GST DRC- 10.76 Pending
2022 07 dated 20.11.2025 has been issued by the Goods and
Services Tax Department for FY 2021-22, aggregating to
₹10.76 crore (comprising tax ₹4.07 crore, interest ₹2.63 crore
and penalty ₹4.07 crore), adjudicated under Section 74 of the
CGST/TNGST Act, 2017 on grounds including alleged
suppression of taxable turnover. The demand is pending
resolution. The Corporation is examining the order and
evaluating appropriate remedies in accordance with
applicable law.
1132022 - As on the reporting date, a demand under FORM GST DRC- 11.33 Pending
2023 07 dated 20.11.2025 has been issued by the Goods and
Services Tax Department, Tamil Nadu for FY 2022-23,
aggregating to ₹11.33 crore (comprising tax ₹4.60 crore,
interest ₹2.14 crore and penalty ₹4.60 crore), adjudicated
under Section 74 of the CGST/TNGST Act, 2017 on grounds
including alleged suppression of taxable turnover and related
matters. The demand is pending resolution. The Corporation
is examining the order and evaluating appropriate remedies
in accordance with applicable law
2023 - As on the reporting date, a demand under FORM GST DRC- 8.78 Pending
2024 07 dated 20.11.2025 has been issued by the Goods and
Services Tax Department, Tamil Nadu for FY 2023-24,
aggregating to ₹8.78 crore (comprising tax ₹3.84 crore,
interest ₹1.10 crore and penalty ₹3.84 crore), adjudicated
under Section 74 of the CGST/TNGST Act, 2017 on grounds
including alleged suppression of taxable turnover and related
matters. The demand is pending resolution. The Corporation
is examining the order and evaluating appropriate remedies
in accordance with applicable law.
2024 - As on the reporting date, a demand under FORM GST DRC- 0.16 Pending
2025 07 dated 20.11.2025 has been issued by the Goods and
Services Tax Department, Tamil Nadu for FY 2024-25,
aggregating to ₹0.16 crore (comprising tax ₹0.077 crore,
interest ₹0.008 crore and penalty ₹0.077 crore), adjudicated
under Section 74A of the CGST / TNGST Act, 2017,
primarily on account of excess input tax credit claimed under
IGST. The demand is pending resolution. The Corporation is
examining the order and evaluating appropriate remedies in
accordance with applicable law
Property Tax
S. No. Nature Number of Cases Amount Involved
(Rs. in Crores)*
Property Tax
1) Property Tax* 5 1.27
* To the extent quantifiable excluding interest and penalty thereon.
vi. OTHER MATTERS BASED ON MATERIALITY POLICY OF THE ISSUER:
Sr. Name of the Case Authority Brief Facts of the Case Amoun Present
No. Parties Number t Status
Involve
d (in
Crores
)
1. 1Minor MCOP/0 Special A motor accident compensation 0.10 Pending
.J agathees age 5/2025 Sub Court claim is filed under Sections 140
8 Years MCOP and 166 of the Motor Vehicles Act
represented cases, in M.C.O.P. No. 5 of 2025 before
by Natural Establishm the Motor Accident Claims
Guardian ent, Tribunal, Tiruchirappalli. The
his father M. Tiruchirap Petitioner is Minor Jagathees (8
Raja Vs. The palli, in the years), represented by his father
Commissione Court of M. Raja and the Respondents are
r, Thiru. A. Tiruchirappalli City Municipal
114Sr. Name of the Case Authority Brief Facts of the Case Amoun Present
No. Parties Number t Status
Involve
d (in
Crores
)
Tiruchirappal Mummoort Corporation (vehicle owner) and
li City hy United India Insurance Company
Municipal Special Ltd. (Insurer).
Corporation Sub Judge
and United (MCOP As per the matter on June 02,
India Cases), 2024, at about 11.00 a.m., a TATA
Insurance Tiruchirap Goods Carrier Tipper (TN 45 BS
Company palli, 5293), driven rashly and
Limited Tiruchirap negligently, hit the minor while he
palli. was standing near his house. He
sustained a crush injury to the right
elbow and multiple injuries,
underwent surgery, and was
treated at Apollo Hospital, Trichy,
from June 02, 2024 to June 04,
2024.
The Petitioner incurred substantial
medical and incidental expenses
and suffered functional disability
of the right hand affecting daily
activities and schooling. An FIR in
Crime No. 99/2024 under Sections
279 and 337 IPC was registered
against the driver. As the vehicle
was insured with the Insurer, both
Respondents are jointly and
severally liable. The Petitioner
seeks compensation of Rs. 0.10
Crores. The matter is pending for
disposal.
2. (i) Mr. MCOP/5 Special A motor accident compensation 2.00 Pending
Rajendran (63 39/2025 District claim petition under Section 166
years), (ii) Court of the Motor Vehicles Act, 1988,
Mrs. MCOP being M.C.O.P. No. 539 of 2025,
Muthulakshm cases, has been filed before the Motor
i (47 years), Tiruchirap Accident Claims Tribunal,
(iii) Mr. palli, in the Tiruchirappalli (Special District
Arunkumar Court of Court – MCOP cases) by (i) Mr.
(25 years) and Tmt. R. Rajendran (63 years), (ii) Mrs.
(iv) Ms. Nanthini, Muthulakshmi (47 years), (iii) Mr.
Jayalakshmi M.L., Arunkumar (25 years) and (iv) Ms.
(19 years) Special Jayalakshmi (19 years) (legal
being the District heirs) seeking compensation for
legal heirs of Judge the death of Mr. Anandharaj (31
Mr. (MCOP years) against Tiruchirappalli City
Anandharaj Cases), Municipal Corporation (owner of
Vs. The Tiruchirap the vehicle) and United India
Commissione palli, Insurance Company Limited
r, Tiruchirap (Insurer).
Tiruchirappal palli. As per the claim petition, the
li City accident occurred on February 18,
Municipal 2025 at about 02:00 hours
Corporation (midnight) near Jenne Plaza on the
115Sr. Name of the Case Authority Brief Facts of the Case Amoun Present
No. Parties Number t Status
Involve
d (in
Crores
)
and United road from Trichy Railway
India Junction to Head Post Office Main
Insurance Road, involving a Mini Lorry
Company bearing registration no. TN 45 CB
Limited 9781 and the deceased’s
motorcycle TN 45 BH 8689. The
deceased is stated to have
sustained fatal injuries (head and
chest) and was declared dead on
the way to G.H., Trichy, and a case
has been registered as Crime No.
43/2025 at Trichy Traffic South
Investigation Wing Police Station.
The Petitioners have claimed
compensation of Rs. 2.00 Crores
(as prayed, with interest/costs) and
the matter is stated to be pending.
3. Subaya Agreeme Arbitral An arbitration proceeding is 30.00 Pending
Constructions nt No. Tribunal of pending between Subaya
Company 02/2018- Sole Constructions Company Ltd.
Ltd. vs. 19 Arbitrator (Claimant) and Tiruchirappalli
Tiruchirappal City Municipal Corporation
li City (Respondent) before an Arbitral
Municipal Tribunal presided over by a sole
Corporation arbitrator (Shri/Er. K. Sekar),
(mentions the arising out of Agreement No.
name of the 02/2018-19 dated January 09,
Corporation 2019 for works relating to the
as Underground Sewerage
Tiruchirappal System/Sewerage Collection
li City System in the extended areas of
Corporation) Trichy City (Package I). The
Respondent has filed its statement
of defence disputing the claims
(including allegations relating to
delay in handing over
sites/permissions, milestones and
progress) and seeks dismissal,
while the Claimant has also moved
for interim relief/declaration
including that the balance value of
work as on November 16, 2023
was about Rs. 30 crores and that
extensions of time should not be
treated as poor progress (also
referring to alleged adverse
statements made to Salem
Corporation impacting its
tenders). The matter is pending for
Arbitral/Interim Award.
116Sr. Name of the Case Authority Brief Facts of the Case Amoun Present
No. Parties Number t Status
Involve
d (in
Crores
)
4. M. Gobinath O.S. No. Principal A suit for declaration and 0.13 Pending
vs. The 87/2024 District mandatory injunction (O.S. No. 87
Commissione Court, of 2024) has been filed by M.
r, Tiruchirap Gobinath (“Plaintiff”) before the
Tiruchirappal palli Principal District Court,
li City Tiruchirappalli, against the
Municipal Commissioner, Tiruchirappalli
Corporation City Municipal Corporation
& Ors. (Corporation), the Director of
Town and Country Planning, and
others (“Respondents”).
The Plaintiff claims absolute
ownership over Plot Nos. 17 and
18 in the “Nagappa Nagar” layout
formed in 1971, having purchased
the same in 2009. Building plan
approval granted in 2014 by the
Assistant Commissioner
(Ponmalai Zone) was later
cancelled by the Corporation. The
Plaintiff alleges that a defunct
“Nagappa Nagar Welfare
Association” falsely claimed the
plots were reserved for public
purpose and orchestrated
interference after demands for
money were refused, including
replacing the original 1971 layout
plan with a fabricated one. Relying
on High Court orders in W.P. Nos.
10673 of 2020 and 9112 of 2023,
which directed enquiries and
observed that land reserved but not
acquired is deemed released, the
Plaintiff contends that the
authorities failed to restore the
approval. The present suit seeks
declarations of ownership and
validity of the 1971 layout plan,
and a mandatory injunction to
restore the building approval. The
suit is valued at Rs. 0.13 Crores
and is pending before the Principal
District Court, Tiruchirappalli.
5. V.M.E. W.P.(M High Court A writ petition (W.P.(MD) No. 1.63 Pending
Yacoob vs. D) No. of 31107 of 2025) has been filed by
The 31107 of Judicature V.M.E. Yacoob (“Petitioner”)
Commissione 2025 at Madras, before the Madurai Bench of the
r, Madurai Madras High Court, inter alia,
Tiruchirappal Bench challenging the
li City proceedings/notice dated
Municipal September 3, 2025 and the
117Sr. Name of the Case Authority Brief Facts of the Case Amoun Present
No. Parties Number t Status
Involve
d (in
Crores
)
Corporation consequential notice dated
& Ors. September 23, 2025 as issued by
(petition Tiruchirappalli City Municipal
mentions the Corporation & Ors.
name of the (“Respondent”) and seeking,
Corporation among other reliefs, removal of the
as “lock and seal” from Shop No. 350
Tiruchirapalli (measuring about 3080 sq. ft.) and
City refixation of fair rent after
Corporation) affording an opportunity of
hearing. The Respondent have
opposed the petition on the ground
of maintainability, contending that
the Petitioner lacks locus standi as
the original lease for Shop No. 350
stands in another person’s name
and there is no privity of contract
with the Petitioner; they have also
stated that rent has been
determined at Rs. 59 per sq. ft.
from April 01, 2021 to March 31,
2024 and Rs. 68 per sq. ft. from
April 01, 2024, and that arrears
(after adjustment) are Rs. 1.63
Crores. The matter is pending for
disposal.
6. A.P. W.P.(M High Court A writ petition in the nature of 3.57 Pending
Rajkumar vs. D) No. of Certiorarified Mandamus,
The 31106 of Judicature W.P.(MD) No. 31106 of 2025, has
Commissione 2025 at Madras, been filed by A.P. Rajkumar
r, Madurai (“Petitioner”) before the Madras
Tiruchirappal Bench High Court, Madurai Bench
li City against Tiruchirappalli City
Municipal Municipal Corporation & Ors.
Corporation (“Respondents”), inter alia
& Ors. challenging the Corporation’s
(petition proceedings/notices and seeking
mentions the removal of “lock and seal” in
name of the respect of Shop No. 351,
Corporation Melapuliward Road,
as Tiruchirappalli, and refixation of
Tiruchirapalli fair rent after due hearing; as per
City the Respondent’s stand, the
Corporation) original lease for Shop No. 351
(about 7,150 sq. ft.) stands in the
name of one Mr. Pitchai Pillai and
the petitioner is stated to be only
an unauthorised sub-
lessee/occupant of about 3,575 sq.
ft. with no privity of contract, and
therefore lacks locus standi. It is
further stated that, pursuant to
prior litigation and an enquiry
118Sr. Name of the Case Authority Brief Facts of the Case Amoun Present
No. Parties Number t Status
Involve
d (in
Crores
)
process, the Corporation issued
notices for enquiry in July 2025
and finalised rent at Rs. 59 per sq.
ft. for April 01, 2021 to March 31,
2024 and Rs. 68 per sq. ft. from
April 01, 2024 and alleges arrears
aggregating to Rs. 3.57 Crores
(after adjustments) and that the
petitioner is liable to eviction.
The matter is pending before the
Madras High Court, Madurai
Bench.
7. H.H. The SA(MD)/ High Court The matter pertains to properties 0.96 Pending
Prince of 377/2020 of situated within the limits of the
Arcot Judicature Tiruchirappalli City Municipal
Endowments at Madras, Corporation (“Respondent”) as
Vs. Madurai owned by H.H. The Prince of
Tiruchirappal Bench Arcot Endowments (“the
li City Petitioner”). As per the matter
Municipal property tax was assessed on these
Corporation properties by the Respondent
(mentions the Corporation. The Petitioner filed
name of the O.S. No. 1327 of 2004 before the
Corporation Additional District Munsiff Court,
as Tiruchirappalli, seeking a
Tiruchirapalli declaration that the suit properties
City were exempt from payment of
Corporation) property tax under Section 123(a)
and (b) of the Tiruchirappalli City
Municipal Corporation Act, 1994,
along with a consequential
permanent injunction restraining
the Corporation from assessing or
collecting property tax. After trial,
the said suit was dismissed vide
order dated February 11, 2024 and
the Petitioner had filed an appeal
A.S. No. 174/2014 before the
Principal Subordinate Judge,
Tiruchirappalli which was
dismissed vide order dated January
31, 2020 on merits and confirmed
the findings of the trial court.
Aggrieved by the aforesaid
disposal, the present second appeal
has been filed by the Petitioner in
the High Court of Judicature
Madras, Madurai Bench. The
matter is pending for disposal
119C. LITIGATIONS BY THE ISSUER
i. CRIMINAL LITIGATIONS
NIL
ii. DISCIPLINARY ACTIONS INCLUDING PENALTY IMPOSED BY SEBI OR STOCK
EXCHANGE(S) DURING THE PAST 5 (FIVE) FINANCIAL YEARS INCLUDING
OUTSTANDING ACTION
NIL
iii. TAXATION MATTERS
NIL
iv. OTHER MATTERS BASED ON MATERIALITY POLICY OF THE ISSUER
NIL
D. LITIGATIONS INVOLVING THE MEMBERS OF THE BOND ISSUE COMMITTEE
LITIGATIONS AGAINST THE MEMBERS OF THE BOND ISSUE COMMITTEE
There are no cases pending against the members of the Bond Issue Committee which may have an adverse
impact on the position of the Issuer, the operations of the Issuer and the Projects which are being funded
by the proceeds of the Debentures.
LITIGATIONS BY THE MEMBERS OF THE BOND ISSUE COMMITTEE
There are no cases pending by the members of the Bond Issue Committee which may have an adverse
impact on the position of the Issuer, the operations of the Issuer and the Projects which are being funded
by the proceeds of the Debentures.
E. OUTSTANDING DUES TO CREDITORS
Based on Materiality Policy of the Issuer, as on December 31, 2025 except as disclosed below, our Issuer
does not have any material creditors. Further the Issuer does not categorize its creditors as SSU/MSME
and the creditors also do not submit their SSU/MSME registrations and hence the dues to Material
Creditors and SSI/MSME creditors are not disclosed in this Placement Memorandum.
Particulars Outstanding (Rs. in Crores)
Total Outstanding dues to Material Creditors 12.256
Total Outstanding dues creditors other than Material Creditors 0.001
Grand Total 12.257
For complete details about the outstanding dues to the Material Creditors of Issuer, please see website at
the following link:
https://www.trichycorporation.gov.in/wh-assets/tccdetails/materialcreditors/31122025.pdf
F. MATERIAL DEVELOPMENTS SINCE DATE OF THE LAST AUDITED BALANCE SHEET
The Issuer has not undergone any material development since date of the last audited balance sheet except
routine transfer of officials of the Issuer, the Issuer has not undergone any reorganization or
reconstruction of management in the last 1 (one) year.
120G. MATERIAL AGREEMENTS AND CONTRACTS:
Except for the agreements entered into by the Issuer in the normal course of business, the details of the
Material Agreements and Contracts are as provided in the Section-XV titled “Material Contracts and
Agreements” on page no. 149 of this Placement Memorandum.
H. ANY MATERIAL EVENT/ DEVELOPMENT OR CHANGE HAVING IMPLICATIONS ON
THE FINANCIALS/CREDIT QUALITY (E.G. ANY MATERIAL REGULATORY
PROCEEDINGS AGAINST THE ISSUER, RESULTING IN MATERIAL LIABILITIES,
RESTRUCTURING EVENT, ETC,) AT THE TIME OF THE ISSUE WHICH MAY AFFECT
THE ISSUE OR THE INVESTORS’ DECISION TO INVEST/ CONTINUE TO INVEST IN THE
MUNICIPAL DEBT SECURITIES.
The Issuer hereby confirms that, except for any information disclosed in this Placement Memorandum,
there has been no material event, development or change having implications on the financial condition
or credit quality of the Issuer which may affect the issue of the Municipal Bonds or an investors’ decision
to invest or continue to invest in the Municipal Bonds to be issued by the Issuer.
I. DETAILS OF NON-PAYMENT OF STATUTORY DUES
As per the certificate dated January 23, 2026 received from the Independent Chartered Accountants to the
Issue, following statutory dues are payable by the Corporation:
Head / Particulars Due Amount Reasons (if any specific)
(Rs. in crore)
VAT Payable 0.15 Liability pertaining to earlier periods; pending
for a prolonged duration.
Service Tax Payable 0.07 Liability relating to pre-GST period; pending
for a prolonged duration.
Payable to CMDA/LPA 2.80 Amount payable towards statutory
development / planning authority charges;
pending settlement
EPF Recoveries Payable 1.83 Statutory deductions recovered but not yet
remitted remains pending as at the reporting
date.
Library cess - Payables 31.48 Statutory cess outstanding for more than 24
months; accumulated arrears pending
reconciliation and remittance
Centage Charges – Payable 5.90 Payable towards centage charges relating to
works executed; pending settlement
Total 42.23
J. DETAILS OF ALL DEFAULT/S AND/OR DELAY IN PAYMENTS OF INTEREST AND
PRINCIPAL OF ANY KIND OF TERM LOANS, DEBT SECURITIES AND OTHER
FINANCIAL INSTRUMENT ISSUED BY THE ISSUER, IN THE PAST 3 YEARS.
NIL
K. DISCIPLINARY ACTION, IF ANY, TAKEN BY SEBI OR ANY FINANCIAL SECTOR
REGULATORY AUTHORITY AGAINST THE ISSUER, MERCHANT BANKER,
DEBENTURE TRUSTEE ETC., DURING THE LAST 5 (FIVE) YEARS
i. Against the Issuer
NIL
ii. Against the Debenture Trustee
121SEBI/Regulatory Authority Details of pending disciplinary action similar to any
enforcement action/ adjudication taken by SEBI/ Regulatory
Authority
SEBI SEBI passed an order on 28.02.2024 relating to historical lapses of
Milestone Trusteeship (merged into Catalyst in May 2022) under
AIF transactions. SEBI Appellate Tribunal (SAT), by order dated
28.11.2025, set aside the market-access restriction and reduced the
restricting accepting new AIF transactions from 12 months to 6-
months. On 05.12.2025, SAT stayed this restriction for 6 weeks.
On 17.12.2025, Catalyst has filed civil appeal before Hon’ble
Supreme Court in the matter. Existing and already accepted
mandates of AIF transactions and also all other trusteeship
transactions remain fully unaffected.
iii. Against the Merchant Bankers
SEBI/Regulatory Authority Details of pending disciplinary action similar to any
enforcement action/ adjudication taken by SEBI/ Regulatory
Authority
SEBI 1. SEBI has issued an Adjudication Order dated 22.04.2024 in the
matter of UGRO Capital Limited under Section 15HB of SEBI Act,
1992 and imposed penalty an amount of Rs. 3,00,000/- (Rupees
Three Lakh Only) and the same was paid to the SEBI and the matter
is settled and closed.
2. SEBI has issued Summary Settlement order dated 14.06.2024 in
the matter of Nido Home Finance Limited under Section 15HB of
the SEBI Act, 1992 and imposed penalty an amount of Rs.
7,18,750/- (Rupees Seven Lakh Eighteen Thousand Seven
Hundred Fifty Only) and the same was paid to the SEBI and the
matter is settled and closed.
iv. Against the Credit Rating Agency
India Ratings and Research Private Limited
SEBI/Regulatory Authority Details of pending disciplinary action similar to any
enforcement action/ adjudication taken by SEBI/ Regulatory
Authority
SEBI/SAT 1. The Securities Exchange Board of India (SEBI) had passed an
adjudication order dated December 26, 2019, imposing a penalty of
Rs. 25 lacs on India Ratings in respect of assigning ratings to
Infrastructure Leasing & Financial Services Limited. India Ratings
has filed an appeal to Securities Appellate Tribunal (SAT) on
February 10, 2020, against the SEBI order imposing a penalty of Rs.
25 lacs on India Ratings.
On September 22, 2020, the penalty was enhanced to Rs 1 Crore.
India Ratings has filed an appeal to SAT on November 6, 2020,
against the SEBI order dated September 22, 2020 which enhanced
the penalty to Rs. 1 crore.
SAT at its hearing on November 19, 2025, directed the appeals to
be listed for hearing next in February 23-25, 2026.
2. SEBI imposed a fine of Rs 3 lakhs on India Ratings vide its Order
dated November 30, 2023, in respect of the delay in recognition of
default by M/s Altico Capital India and the delay in recognition of
material event in case of Hindustan Cleanenergy Limited. The
122payment towards the same was done by India Ratings on 18
December 2023 and the matter stands closed.
CARE Ratings Limited
SEBI/Regulatory Authority Details of pending disciplinary action similar to any
enforcement action/ adjudication taken by SEBI/ Regulatory
Authority
SEBI/SAT Nil
v. Against the Registrar
Nil
123SECTION-XII: GOVERNMENT APPROVALS
The Issuer is a municipal corporation incorporated under the TCMC Act and have received the necessary
consents, licenses, permissions and approvals from the Government and various governmental agencies
required for its operations and except as mentioned below, no further approvals are required for carrying on
our present operations.
It must be distinctly understood that, in granting these approvals, the Government of India does not take any
responsibility for our financial soundness or for the correctness of any of the statements made or opinions
expressed in this behalf. Unless otherwise stated, these approvals are all valid as of the date of this Placement
Memorandum.
A. Investment approvals, letter of intent or industrial license from GoI, RBI, etc., as applicable and
declaration of the Central Government, Reserve Bank of India or any regulatory authority
about the non-responsibility for financial soundness or correctness of the statements:
As the Issuer is a municipal corporation, no such investment approvals, letter of intent or industrial
license from GoI, RBI, etc. are required to be obtained by the Issuer.
B. All Government and other approvals which are material and necessary for carrying on the
business and operations of the issuer and material subsidiaries:
There are no specific approvals which are material and necessary for carrying on the business of the Issuer.
The Issuer has required registrations as listed below:
Sr. Description Registration Authority Date of Date of
No. Number issue Expiry
1. Permanent Account AAALC1539Q Income Tax November One Time
Number (“PAN”)* Department, 22, 1993 Registration
Government of India
2. GST Registration 33AAALC1539 Government of India April 23, One Time
Certificate (“GST”) Q1Z1 2018 Registration
under the Central Good
and Services Tax Act,
2017*
3. GST Registration 33AAALA1018 Government of India August 02, One Time
Certificate (“GST”) N1ZJ 2018 Registration
under the Central Good
and Services Tax Act,
2017**
4. GST Registration 33AAALA1016 Government of India August 02, One Time
Certificate (“GST”) C1Z8 2018 Registration
under the Central Good
and Services Tax Act,
2017***
5. GST Registration 33AAALW054 Government of India December One Time
Certificate (“GST”) 9E1Z6 15, 2022 Registration
under the Central Good
and Services Tax Act,
2017****
6. GST Registration 33AAALT0968 Government of India December One Time
Certificate (“GST”) Q2ZC 20, 2023 Registration
under the Central Good
and Services Tax Act,
2017*****
7. GST Registration 33AAALA1017 Government of India April 23, One Time
Certificate (“GST”) D1Z5 2018 Registration
under the Central Good
124and Services Tax Act,
2017******
8. Tax deduction Account CHET05181B Income Tax Not One Time
Number (“TAN”) Department, Available Registration
Government of India
9. Registration under CBTRY008164 Employees Provident July 03, One Time
Employees’ Provident 3000 Fund Organisation 2017 Registration
Fund
10. Legal Entity Identifier 894500Q58G0D Legal Entity February 07, February 07,
Number* EHP6D259 Identifier India 2025 2026
Limited
* Approval/certificate is in the name of Commissioner Tiruchirappalli City Municipal Corporation. For PAN
an application for name change to Tiruchirappalli City Municipal Corporation has been filed and for LEI the
same will be applied once the PAN has been updated.
* Approval/certificate is in the name of Commissioner Tiruchirappalli City Municipal Corporation
** Approval/certificate is in the name of Asst Commissioner Srirangam Zone
*** Approval/certificate is in the name of Asst Commissioner Ariyamangalam Zone
****Approval/certificate is in the name of Ward Committee - III Tiruchirappalli City Municipal Corporation
***** Approval/certificate is in the name of Assistant Commissioner Ward Committee IV
******Approval/certificate is in the name of Asst Commissioner K Abhishekapuram Zone
The Issuer does not have any subsidiary.
The details of the approvals obtained/required to be obtained by the Issuer for undertaking the proposed
Projects are set out in paragraph H “Details and status of the regulatory approval (if required)” of Section-VII
titled “Objects of the Issue” on page no. 61 of this Placement Memorandum.
125SECTION-XIII: UNDERTAKINGS BY THE ISSUER
126SECTION-XIV: TERM SHEET
SUMMARY OF OFFER
A. Primary business of the Issuer:
Tiruchirappalli City Municipal Corporation, constituted under Article 243Q(1)(c) of the Constitution
of India, 1949 and established under the Tiruchirappalli City Municipal Corporation Act, 1994
(“TCMC Act”) as repealed by the Tamil Nadu Urban Local Bodies Act, 1998 (“TNULB Act”) read
with Tamil Nadu Urban Local Bodies Rules, 2023 vide notification of Municipal Administration and
Water Supply Department, Government of Tamil Nadu numbering G.O. MS. No. 260 dated
November 22, 1993 (as confirmed vide notification of Municipal Administration and Water Supply
Department, Government of Tamil Nadu numbering G.O. MS. No. 109 dated March 31, 1994). In
accordance with Section 37 of the TNULB Act, the Corporation shall consist of such number of
elected members as may be notified from time to time.
Size of the Issue:
Secured, Non-Convertible, Listed, Rated, Redeemable, Taxable bonds in the nature of debentures of
the face value of Rs. 1,00,000/- (Rupees One Lakh only) each, for cash, amounting upto 100 Crore
(Rupees One Hundred Crores only).
B. Object of the Issue:
The proceeds of the Issue are to be deployed in the below mentioned projects and the total project cost
is provided herein below:
(Rs. in Crores)
Sr. No. Object Total Cost
1. Construction of Wholesale and Retail Market at Old Madurai 236.00
Road in Panjappur
C. Audit Qualifications along with the financial statements.
Following are the auditor qualifications/remarks on the financial statements:
Our Auditors and External Auditors have issued a qualified opinion pursuant to their audit reports
dated January 30, 2025 and for F.Y. 2023-24; and May 31, 2024 for FY 2022-23. Further for F.Y.
2024-25 R. Thangamaharaja & Co., Chartered Accountants being the External Auditors appointed by
Municipal Administration and Water Supply Department of Government of Tamil Nadu, have issued
a qualified opinion pursuant to their audit report dated August 25, 2025 on the consolidated financial
statements for FY 2024-25.
The key qualifications/observations highlighted in the Audit Reports for the preceding three financial
years are as follows:
Local Fund Audit Qualification – 2022-23
1. Accounts for FY 2022-23 were submitted on 24-04-2024, against the statutory deadline of
30-06-2023. It is Violation of Section 7(1) of Tamil Nadu Local Fund Audit Act, 2014.
2. Tiruchirappalli City Municipal Corporation- Administrative Report for the year 2022-2023
not sent to Govt of Tamil Nadu.
3. Demand Register for the following items of revenues Demand were not properly maintained:
a. Annual rent on the “Cable TV wires” carrying in the Electric Posts
b. The “Optical Fibre Cable” – “Track rent” details, files, registers and the Demand,
collection details are to be maintained properly
4. Advances under supplier advances and other heads amounting to ₹151.91 lakhs remained
unsettled for a long period as on 31-03-2023.
5. Capital Project Work-in-Progress amounting to ₹76,520.22 lakhs was shown in the balance
sheet. Completed works were not assetised and details were not furnished to audit
6. Contribution payable to Tiruchirappalli Local Planning Authority amounting to ₹270.92 lakhs
was not paid during the year 2022-2023
1277. Library Cess amounting to ₹240.82 lakhs collected was not remitted to the District Library
Authority.
8. Demand, Collection and Balance schedules and connected registers required under Rule 7(a)
of the Tamil Nadu Local Fund Audit Act were not annexed and submitted within the
prescribed time.
9. Contributory Pension Scheme- Fund –Not Properly maintained in UTIS software:
a. As of 31/03/2023, a total of 1172 employees in the Tiruchirappalli Municipal
Corporation are availing benefits under the Contributory Pension Scheme. The
accounts and records for these employees are being maintained both manually
through registers and digitally through the computer system. Steps should be taken
to ensure that all these details are maintained exclusively in the computer system.
b. In Tiruchirappalli corporation” in the audit period 2022-2023 the details of the
amount deducted from the employees and management’s contribution amounts were
remitted to Govt. accounts, were not produced for audit
10. General Provident fund Accounts were not maintained in computers
11. Grants
a. The project implementation details regarding the works carried out with the grant
received during the audit year are mentioned as follows. The unspent grant amount
at the end of the audit year has been verified as utilized in the subsequent financial
year. The works in progress should be completed and properly assetized in
accordance with the procedures
b. The grant headings in the table with no change in the opening and closing balances
(no Receipts or Payments) should be reviewed. If the grants are spendable, they
should be utilized accordingly. If the grants are non-spendable, appropriate actions
should be taken to return them to the organization that provided the grants
12. No provision was made in the annual accounts for doubtful collection of tax and non-tax
revenues
13. Supporting records for assets, including valuation and depreciation details, were not produced
for audit verification
14. Stock verification reports for the audit year were not attached with the annual accounts.
15. Monthly bank reconciliation statements were not produced periodically for audit
16. Audit fees for FY 2021-22 and 2022-23 amounting to ₹1,23,30,472 were not paid and not
accounted in the annual accounts
17. Daily BRV/BPV entries were not uploaded in the software, schedules were not attached with
annual accounts, and provisions for doubtful collection were not made
18. Actual expenditure exceeded the revised budget estimate for the year 2022-23. No provision
for depreciation was made in the revised estimate
19. As on 31-03-2023, property tax assessments were 2,35,778, whereas water connections were
only 1,23,231. Commercial and industrial connections were very few
20. Unspent government grant details under Water Supply & Underground Drainage Fund could
not be independently confirmed and were referred to Revenue & Capital Fund report.
21. The following advances remained pending and not adjusted for a long period as on 31-03-
2023:
a. Festival Advance – ₹1,993.90 lakhs
b. Other advances under Water Supply & UGD Fund
22. Capital Project Works-in-Progress amounting to ₹53,835.57 lakhs were shown in the balance
sheet (WS Fund). Details of works-in-progress were not annexed to the annual accounts.
Completed works were not assetised.
23. Advance of ₹314.77 lakhs given to Tamil Nadu Water Supply and Drainage Board remained
unadjusted
24. Registers were not properly maintained to verify correctness of rent receivable, lease amounts
and government grants
25. Separate accounts were not maintained for scheme works for which utilisation certificates are
not required.
26. Year-wise arrear details amounting to ₹5,861.60 lakhs as on 31-03-2023 were not annexed to
the annual accounts
27. Time-barred arrears of water charges amounting to ₹714.83 lakhs existed for FY 2022-23. No
provision for doubtful collection was made in UTIS software.
12828. Time-barred arrears of underground drainage charges amounting to ₹388.39 lakhs existed for
FY 2022-23.
29. Repairs and maintenance expenditure during FY 2022-23 increased by ₹909.28 lakhs
compared to the previous year.
30. Income tax, sales tax, service tax and labour welfare fund deductions amounting to ₹15.50
lakhs remained unpaid as on 31-03-2023.
31. Audit fees payable under Water Supply & Underground Drainage Fund were outstanding for
the year.
32. Serious audit objections amounting to ₹1,98,15,687 were issued under Water Supply &
Underground Drainage Fund for FY 2022-23.
Education Fund – FY 2022-2023
11. The revised budget estimate for Education Fund for 2022-2023 was ₹3,056.00 lakhs, whereas
the actual collection was ₹1,821.50 lakhs.
12. Ten bank accounts were maintained under Education Fund. Details relating to inactive bank
accounts were not submitted to Audit.
13. Provision is required to be made for the balance sum after providing for progressive expenses
on the basis of documents under Education Fund account heads.
14. Under “Capital Project Work-in-Progress” in the balance sheet for 2022-2023, amounts were
shown. Details of works in progress as on 31-03-2023 were not submitted to Audit.
Completed works were not assetised.
15. As per Rule 7(1) of the Tamil Nadu Local Fund Audit Act, annual accounts and connected
registers should be submitted before 30 June of the succeeding year. The Education Fund
annual accounts (7-digit code) were submitted only on 28-02-2024
16. Lease details, rent on buildings, and Government grant details were not furnished accurately
to Audit
17. A separate register was not maintained for expenditures for which utilisation certificates are
not required
18. Education tax demand and collection details indicate arrears under Education Fund
19. Operating expenditure during FY 2022-2023 was ₹58.42 lakhs, which was higher than the
previous year expenditure of ₹29.39 lakhs
20. Schools maintenance and scavenging expenditure during FY 2022-2023 was higher than the
previous year. Related files and registers were required to be produced for audit.
Local Fund Audit Qualification – 2023-24
Revenue & Capital Fund – FY 2023-2024
1. The annual accounts for the year 2023-2024 were received on 31-05-2024, returned for
rectification and revised accounts were received only on 04-09-2024, which is beyond the
period prescribed under Section 7(a) of the Tamil Nadu Local Fund Audit Act, 2014.
2. Details regarding obtaining Council approval for the Administrative Report and submission
of the report to the Government were not furnished to Audit.
3. Demand registers for the following revenue items were not properly maintained:
a. Annual rent on Cable TV wires carried in electric posts
b. Optical Fibre Cable track rent – demand, collection details, files and registers were not
properly maintained
4. Advances shown in the annual accounts could not be reconciled with advance registers of all
the five zones and hence the advance figures could not be reconciled by Audit
5. Based on relevant documents, progressive expenditures incurred under Revenue and Capital
Fund were not determined and the remaining balance was not classified as asset or liability
6. A sum of ₹49.00 Crore was transferred from Smart City Mission Fund account, and the
amount was not recouped as on date. The transfer was made without prior approval and
ratification from Government is required. The amount should be recouped to the Smart City
Mission Fund account
7. Advances under the following heads remained unsettled for a long period as on 31-03-2024:
d. Suppliers Advance – ₹148.31 lakhs
129e. Other Advances – ₹168.96 lakhs
f. Total – ₹317.27 lakhs
8. Under “Capital Project Work-in-Progress”, completed works were not assetised. Steps were
not taken to complete the works-in-progress and details were not furnished to Audit.
9. A sum of ₹270.92 lakhs payable to Tiruchirappalli Local Planning Authority was not paid
during the year 2023-2024
10. Library Cess amount of ₹7.00 Crores was transferred from Library Cess bank account to
Revenue Fund without prior approval. The amount should be transferred back to Library
Cess account
11. Demand, Collection and Balance details and schedules for annual accounts were not
submitted within the stipulated time
12. Permanent Advance balance of ₹49,332 remained unsettled as on 31-03-2024 under
Account Code 460511.
13. Contributory Pension Scheme accounts were maintained both manually and in computer
system. Details were not maintained exclusively in UTIS software.
14. Details of amounts deducted and remitted to Government Head were not produced for audit
15. General Provident Fund accounts were maintained in handwritten registers. Revised proposal
for interest for the year 2020-21 was not submitted to Audit
16. No provision was made in the annual accounts for doubtful and uncollected tax and non-tax
revenues
17. Separate accounts were not maintained for project expenditures where utilisation certificates
are not required
18. Schedules of deposits and advances for all five zones were not submitted and hence closing
balances could not be audited.
19. Details of assets shown in the annual accounts were not supported by records for audit
verification. Total value and depreciation of assets were not certified by the City Engineer.
20. Stock verification reports for the audit year were not attached with the annual accounts.
21. Difference in opening balance carried forward in Canara Bank account was noticed.
Differences between trial balance and actual bank balance were not reconciled.
22. Year-wise property tax arrear details of ₹3,444.63 lakhs as on 31-03-2024 were not annexed
with annual accounts. Closing balance was not correctly brought forward.
23. Subsidiary registers relating to rent and miscellaneous revenue were not properly maintained
and were not produced for audit.
24. Integrated inventory register of vehicles was not produced for audit.
25. Audit fees amounting to ₹1,96,54,899 for the years 2021-22 to 2023-24 were not paid and
no provision was made in the annual accounts
26. Defects to be Rectified
h. Daily BRV/BPV entries were not uploaded in UTIS software.
i. Trial Balance of all five zones was not submitted
j. Monthly bank reconciliation statements were not submitted
k. Bank scrolls for SNA accounts were not submitted
l. No provision made for doubtful and time-barred collections
m. Deposit and advance balances could not be ascertained due to non-submission of
subsidiary registers
n. Fund-wise details of fund transfers were not included in financial statement
schedules
Water Supply & Underground Drainage Fund – FY 2023-2024
1. In the revised estimate for the year 2023-2024, no provision was made for depreciation.
2. As on 31-03-2024, property tax assessments were 2,37,328, whereas water connections were
only 120575 numbers Commercial and industrial connections were very meagre.
3. The summary of advances in Water Supply & Underground Drainage Fund accounts of the
Main Office and five zonal offices were not tallied with the annual account.
4. The following advances were not adjusted and remained pending for a long period as on 31-
03-2024:
d. Festival Advance – ₹1,126.68 lakhs
e. Contractors Advances – pending
130f. Other Advances – pending
5. Under “Capital Project Work-in-Progress”, completed works were not assetised. Necessary
action was not taken to complete the works-in-progress. Details of works-in-progress were
not annexed to the accounts for the year 2023-2024
6. Advance of ₹314.77 lakhs given to Tamil Nadu Water Supply and Drainage Board remained
unadjusted.
7. Demand, Collection and Balance details and schedules for annual accounts were not annexed
in full shape
8. Registers were not properly maintained to verify the correctness of rent receivable, lease
amounts and Government grants
9. No separate accounts were maintained for scheme works for which utilisation certificates are
not required
10. Year-wise arrear balance of ₹5,116.51 lakhs as on 31-03-2024 was not annexed to the annual
accounts
11. Year-wise water charges arrear demand was not maintained. Time-barred arrears for the year
2023-2024 could not be calculated. No provision was made in UTIS software towards
doubtful collection
12. Year-wise underground drainage charges arrear demand was not maintained. Time-barred
arrears for the year 2023-2024 could not be calculated.
13. Difference of ₹5,96,939 was noticed between trial balance loan opening balance and loan
figures, which was required to be rectified
14. Income tax, sales tax, service tax and labour welfare fund deductions amounting to ₹16.66
lakhs remained unpaid as on 31-03-2024
Elementary Education Fund – FY 2023-2024
1. As per Rule 7(1) of the Tamil Nadu Local Fund Audit Act, 2014, the annual accounts along
with connected registers are required to be produced to Audit before 30th June of the
succeeding financial year. However, the annual accounts (7-digit code) were submitted on
31-05-2024, re-submitted for rectification and the revised accounts were received only on
04-09-2024.
2. Eleven numbers of bank accounts were maintained under Education Fund during 2023-2024.
No details about inactive bank accounts were submitted to Audit.
3. In the Balance Sheet for the year 2023-2024 under Assets “Capital Project work-in-
progress”, amounts were shown:
d. The completed works should be assetised and details are to be submitted to Audit.
e. Necessary action shall be taken to complete all the ongoing works
f. The details of works-in-progress as on 31-03-2024 shall be submitted to Audit with
relevant details
4. There were differences between opening and closing balances in the Trial Balance and the
interest schedule relating to investments. The difference should be rectified and submitted to
Audit
5. Schools maintenance and scavenging expenditure during 2023-2024 was higher than the
previous year. Details of files and registers relating to this expenditure were required to be
produced for Audit
6. The audit report Part-II for the year 2023-2024 relating to Main Office and Ward Committees
under Revenue & Capital Fund and Water Supply & Underground Drainage Fund were not
issued as on date
7. The correctness of lease, rent on buildings and Government grants could not be ascertained
accurately, as the registers were not properly maintained and furnished to Audit
8. There is no separate register maintained for the expenditures for which utilisation certificates
are not required
9. Operating expenditure during 2023-2024 was higher than the previous year
10. Differences were noticed between balances as per previous year and balances as per UTIS
for assets and liabilities under Education Fund.
Audit Qualification – FY 2024-25
1311. In respect of the Municipal (General) Fund, the auditor has stated that no comments have
been made on the previous year’s figures.
2. In respect of Earmarked Funds, it has been reported that Smart City Fund amounting to
₹61.87 Crores was diverted into the General Fund. Further, the bank balance did not adhere
to the Library Cess amount collected and the earmarked fund was utilised for purposes other
than those intended. In the absence of complete data, the amount so utilised could not be
quantified
3. Under Deposits Received, the auditor has reported that deposits amounting to ₹121.16 Crores
are outstanding as per the books of accounts and that the present status of the works relating
to such deposits could not be confirmed.
4. Under Other Liabilities (Sundry Creditors), it has been observed that employees’ retirement
benefits and leave encashment were not accounted on a real-time basis. No liabilities were
reflected in the books of accounts towards employee payables. However, the auditor
identified an outstanding amount of ₹6,39,56,181 payable towards employee retirement
benefits. The liability towards leave encashment could not be quantified, and the exact
amount payable to retiring employees could not be determined due to absence of appropriate
data. As a result, liabilities and expenditure were understated
5. With regard to Provisions, the auditor has reported that no provisions were created in the
financial statements. Receivables amounting to ₹159.69 Crores were shown without any
provision as per the prescribed norms. Cable TV rent recoverable arrears of ₹2,05,37,404
and Optical Fibre Cable track rent recoverable arrears of ₹1,86,54,227 were carried forward
from previous years. The provision requirements prescribed under the National Municipal
Accounting Manual and Tamil Nadu Municipal Accounting Manual were not followed
6. In respect of Fixed Assets, the auditor has stated that proper asset registers with signatures
of competent authorities were not available for verification. Measurement books and
completion certificates for additions during the year were not produced. Details of year-end
physical verification by competent authorities were not available. Depreciation rates applied
were not aligned with prescribed guidelines. Capital Work-in-Progress registers were not
available, and work-wise classification of Capital Work-in-Progress amounting to
₹2,58,625.25 Lakhs was not produced. The balances were carried forward for a long period
7. Under Investments – Other Funds, the auditor has reported that the books of accounts show
two heads including a negative balance.
8. In respect of Stocks in Hand (Inventories), it has been reported that inventory amounting to
₹4,24,81,474 has remained unchanged for more than five years and supporting details were
not available for verification.
9. Under Sundry Debtors (Receivables), the auditor has reiterated that receivables amounting
to ₹159.69 Crores were shown without making provisions as per norms. Cable TV rent and
Optical Fibre Cable track rent arrears were carried forward from earlier years. As a result,
assets under receivables were overstated
10. In respect of Cash and Bank Balances, it has been reported that a cash balance of ₹41,000
was shown in the books without availability of physical cash details and that opening balance
details were not known. Bank reconciliation statements were not available for verification
and several unreconciled differences were carried forward from previous years
11. Under Loans, Advances and Deposits, the auditor has stated that advance registers and
interest details were not available for verification. Outstanding advances amounting to
₹2,976.64 Lakhs were reflected in the financial statements. An accumulated provision of
₹2,14,000 continued for several years without supporting details.
12. With regard to Other Assets, it has been reported that deposit works amounting to
₹3,14,77,000 were shown without records or present status. Other Asset Control Accounts
showed a credit balance of ₹79,50,69,171 without availability of supporting details
13. In respect of Tax Revenue, the auditor has reported that Water Tax and Underground
Drainage assessments were not aligned with Property Tax assessments. Demand and
collection records for Cable TV wires and Optical Fibre Cable track rent were not properly
maintained and no receipts or demands were raised during the year. Advertisement tax was
collected despite GST implementation without sufficient justification. Professional Tax
assessments were limited to 25,758 and the Professional Tax deducted by the Corporation
was not credited to the respective collection account. Debit entries were noticed under
132income heads without recorded reasons or prior approval. Due to lack of sufficient documents
and registers, assessment details could not be verified.
14. Regarding Library Cess, the auditor has reported that an amount of ₹1,900 Lakhs was
collected during the year but not remitted to the Local Library Authority
15. In respect of Assigned Revenues, Rental Income, Fees and User Charges, it has been reported
that supporting documents, records and cross-department communications were not
submitted for audit and exempted or non-GST revenues were not reported in GST returns
16. Under Revenue Grants, Contributions and Subsidies, the auditor has stated that
reimbursement of election expenditure was not claimed and grant receipts were not
reconciled with bank receipts and books of accounts.
17. With regard to Income from Investments and Interest Earned, dividend income was
accounted for but investment details were not available for audit. Interest earned on unspent
Smart City Mission grants transferred to Government was wrongly classified under interest
income instead of prior period expenses
18. In respect of Other Income, the auditor has reported that ₹23,05,71,601 was accounted as
“Deposits Lapsed” without availability of communications or action-taken reports. Further,
interest payable to Government of Tamil Nadu and Government of India was wrongly
accounted under Other Income
19. Under Establishment Expenses, the auditor has stated that no provision was created for
employee retirement benefits. Liabilities towards employee payables were not reflected in
the books, although ₹6,39,56,181 was identified as payable towards retirement benefits,
resulting in understatement of liabilities and expenditure
20. In respect of Administrative and Operation & Maintenance Expenses, it has been reported
that the Corporation failed to deduct tax at source under Section 194Q on electricity bill
payments
21. Under Interest and Finance Expenses, the auditor has reported that tax was not deducted
under Section 194A on interest paid to TNUIFSL. ASLB-5 relating to borrowing costs was
not followed and interest was not capitalised for qualifying assets, resulting in overstatement
of expenses and understatement of assets
22. Under Prior Period Items, professional tax arrears amounting to ₹31,14,204 were adjusted as
prior period income.
23. The auditor has further reported that several statutory and operational registers were not
available for verification, including asset registers, land registers, road and building registers,
vehicle registers, litigation registers, contractor and tender registers, OFC registers, library
and hospital inventory registers, tools and plant registers and other related records
24. In respect of UTIS software, the auditor has reported deficiencies relating to inadequate user
training, absence of system lock after year-end, inconsistent report generation, non-tallying
of trial balance, alteration of opening balances and reliance on manual tallying.
25. The auditor has reported that several annexures required for audit verification were not
available, including fixed asset registers, grants utilisation registers, pending audit
observation statements, advances and deposits details, bank reconciliation summaries,
contingent liabilities, utilisation certificates and cess transfer details.
D. Summary table of pending litigation
Matters related to Direct and Indirect Taxes against the Issuer:
S. No. Nature Number of Cases Amount Involved
(Rs in Crores)
Direct Tax
1. E-proceedings Nil Nil
2. TDS* 1 0.001
Indirect Tax
3. GST 7 73.68
4. Property Tax** 5 1.27
Non-Payment of statutory Dues
5. VAT Payable - 0.15
6. Service Tax Payable 0.07
7. Payable to CMDA/LPA 2.80
1338. EPF Recoveries Payable 1.83
9. Library Cess - Payables 31.48
10. Centage Charges – Payable 5.90
* Source: https://www.tdscpc.gov.in/app/login.xhtml?usr=Ded. Status as on February 02, 2026.
** To the extent quantifiable excluding interest and penalty thereon.
2. Criminal Litigations involving the Issuer
The total number of cases involving pending cases against the Issuer and filed by the Issuer have been
disclosed in Section-XI- Legal and Other Information. Since the nature of the case is criminal, there
is no amount involved.
3. Actions by Regulatory and Statutory Authorities
The details of all the actions by Regulatory and Statutory Authorities have been disclosed in the
“Section-XI- Legal and Other Information” on Page No. 110 of this Placement Memorandum.
4. Other Civil Litigation
The details of all the individual civil litigations above the materiality threshold have been disclosed
in the “Section-XI- Legal and Other Information” on page No. 110 of this Placement Memorandum.
For the details of litigation proceedings, please refer the “Section-XI- Legal and Other Information”
on page no. 110 of this Placement Memorandum.
E. Risk Factors
For Risk Factor please refer to section titled “Risk Factors” beginning on page no. 19 of this
Placement Memorandum.
F. Summary of Contingent Liabilities
For details of Contingent Liabilities please refer to “Section-XI- Legal and Other Information”
beginning on page no. 110 of this Placement Memorandum.
G. Summary of Related Party Transactions
The Issuer is a Municipal Corporation and has no related party transactions.
H. Escrow payment mechanism for the repayment of the interest/principal.
Please refer to the row titled ‘Structured Payment Mechanism’ under Summary of Term Sheet of
Section XIV (Summary Term Sheet) on page no. 139 of this Placement Memorandum.
134Summary Term Sheet
Security Name []% TCMC Bonds 2036
Issuer Tiruchirappalli City Municipal Corporation (“TCMC” / “The
Corporation”)
Type of Instrument Secured, non-convertible, listed rated, redeemable, taxable,
municipal bonds in the nature of debentures (hereinafter referred
to as “Bonds”/ “Municipal Bonds” / “Debentures”)
Seniority Senior (to clarify, the claims of the Bond Holders shall be superior
to the claims of any unsecured creditors, subject to applicable
statutory and/or regulatory requirements)
Mode of Issue Private Placement of municipal bonds under Securities and
Exchange Board of India (Issue and Listing of Municipal Debt
Securities) Regulations, 2015, as amended from time to time.
Eligible Investors All QIBs and any non-QIB Investors specifically mapped by the
Issuer on the NSE– EBP (Electronic Book Provider) Platform are
eligible to bid / invest / apply for this Issue. All investors are
required to comply with the relevant regulations/ guidelines
applicable to them for investing in this Issue.
Listing (including name of Stock The Bonds are proposed to be listed on NSE. The Bonds shall be
Exchange(s) where it will be listed listed within 3 (three) trading days from the Issue Closing Date.
and timeline for listing)
In case of delay in listing beyond 3 trading days from the Issue
Closing Date, the Issuer shall pay to the Debenture Holder’s penal
interest of @ 1% per annum over and above the coupon rate for the
period of delay from the date of allotment to the date of listing.
Rating of the Instrument India Ratings and Research Private Limited has assigned a rating of
‘Provisional IND AA/Stable’ dated December 16, 2025 as
revalidated vide rating letter dated January 20, 2026 and issued
rating rationale dated December 16, 2025 and CARE Ratings
Limited has assigned a rating of “Provisional CARE AA-/Stable”
dated January 23, 2026 and issued rating rationale dated January 23,
2026.
Issue Size Rs.100 Crores
Base Issue Size Rs.100 Crores
Option to retain over subscription Not Applicable
Anchor Portion Not Applicable
Objects of the issue The proceeds of the bonds will be utilized for incurring capital
expenditure in respect of Construction of Wholesale and Retail
Market at Old Madurai Road in Panjappur, by the Issuer.
Details of the utilization of the The proceeds of the Issue shall be utilized for the Project. The
proceeds details of the Projects along with the details/ status of any prior
requisite approvals required, if any for such Project have been
detailed in the Section titled ‘Objects of the Issue’ on page no. 56.
The proceeds of the Issue will be utilized for bonafide purposes in
the normal course of business of the Issuer. However, the Issuer
shall not use the Issue proceeds towards investment in capital
markets and real estate or any other purpose ineligible for bank
finance in terms of the extant regulations of the Reserve Bank of
India.
Coupon rate []; (To be finalized subsequent to bidding on electronic bidding
platform of NSE)
Taxable/Tax free Taxable
135Step up / Step Down coupon rate Not Applicable
Coupon payment frequency Semi-Annual
Coupon payment dates The dates on which interest/coupon on the NCDs shall fall due for
payment (Refer to Annexure-V- Illustration of Bond Cash Flow)
Coupon Type Fixed
Coupon Reset Process (including Not Applicable
rates, spread, effective date,
interest rate cap and floor etc.)
Day Count Basis Actual/ Actual
Interest on Application Money The Pay-in Date shall be the Deemed Date of Allotment; hence
interest on application money shall not be applicable.
Tenor 10 years
Redemption Type Staggered Redemption Semi-Annually after a moratorium of 5
years and 10% redemption every half-year from the end of 5 Years
& 6 months till the redemption of Bonds i.e. at end of 10th Year.
Redemption Date/ Maturity Date February 06, 2036
First redemption will be at the end of 5 year & 6 months (10% of
the Issue Size) from the deemed date of allotment and equal
redemption of 10% of the Issue Size every half year thereafter till
the redemption.
Redemption Amount 10% of the Principal Bond value, payable every year, starting from
the end of 5 year 6 months. Together with the Principal amount as
set out hereinabove, the Issuer shall also be required to make
payment of accrued Coupon and all other costs, charges and
expenses which are due and payable in terms of the Transaction
Documents.
Redemption Premium / Discount Not applicable
Issue Price Rs. 1,00,000 (Rupees One Lakh only) per Bond
Discount at which security is issued Not applicable
and the effective yield as a result of
such discount
Put Option Date Not applicable
Call Option Date Not applicable
Put Option Price Not applicable
Call Option Price Not applicable
Put Notification Time Not applicable
Call Notification Time Not applicable
Face Value Rs. 1,00,000 (Rupees One Lakh only) per Bond (At Par)
Minimum Application size Minimum 10 Bonds of face value Rs. One Lakh each and in
multiples of 1 Bond of face value Rs. One Lakh each thereafter
Issue Timing
February 05, 2026
1.Issue Opening Date February 05, 2026
2.Issue Closing Date February 06, 2026
3.Pay-in Date February 06, 2026
4.Deemed Date of Allotment
Issuance mode of the Instrument Dematerialised form only
Trading mode of the Instrument Bonds will be traded in dematerialised form only
Settlement mode of the Instrument Through the Clearing Corporation of NSE i.e. NSE Clearing
Limited (NSECL)
Depository NSDL and CDSL
Business/ Working Day ‘Working Day’ means all days on which commercial banks in
Convention Tiruchirappalli are open for business. If the date of payment of
coupon/redemption of principal does not fall on a Working Day, the
136payment of coupon/principal shall be made in accordance with
SEBI Master Circular dated October 15, 2025 bearing reference
SEBI/HO/DDHS/DDHS-PoD/P/CIR/2025/0000000137, as
amended from time to time.
If any of the Coupon Payment Date(s), other than the ones falling
on the Redemption Date, falls on a day that is not a Working Day,
the payment shall be made by the Issuer on the immediately
succeeding Working Day, which becomes the coupon payment date
for that coupon. However, the future coupon payment date(s) would
be as per the schedule originally stipulated at the time of issuing the
Bonds. In other words, the subsequent coupon payment date(s)
would not be changed merely because the payment date in respect
of one particular coupon payment has been postponed earlier
because of it having fallen on a non- Working Day.
If the Redemption Date or Maturity Date of the Bonds falls on a day
that is not a Working Day, the redemption amount shall be paid by
the Issuer on the immediately preceding Working Day which
becomes the new redemption date, along with interest accrued on
the Bonds until but excluding the date of such payment.
Payment of coupon/interest will be subject to the deduction of tax
as per Income Tax Act, 1961 (if applicable) or any statutory
modification or re-enactment thereof for the time being in force.
Record Date The record date for payment of coupon/interest in connection with
the Bonds or repayment of principal in connection therewith shall
be 15 (fifteen) Calendar Days prior to the date on which
coupon/interest payment is due and payable, and/or in case of
redemption, the relevant Redemption Date/ Maturity Date for each
relevant part of Redemption or such other date as may be
determined by the Bond Issuance Committee / authorised officer(s)
of the Bond Issuance Committee of the Corporation (as permitted
under applicable law) thereof from time to time in accordance with
the applicable law.
In case the record date falls on a day when the Stock Exchange is
having a trading holiday, the immediate subsequent trading day or
a date notified by the Bond Issuance Committee of the Corporation
to the Stock Exchange, will be deemed as the Record Date.
In case of Redemption Date/ Maturity Date of any part of the
Principal Repayment, the trading in the Bonds shall remain
suspended between the Record Date and the Maturity
Date/Redemption Date.
Security (where applicable) The principal amount of the Debentures to be issued with all the
(Including description, type of Coupon due on the Debentures, as well as costs, charges, all fees,
security, type of charge, likely date remuneration of Debenture Trustee and expenses payable in respect
of creation of security, minimum thereof has been secured by way of:
security cover, revaluation,
replacement of security). (a) exclusive first ranking floating charge over present and
future receivables of Tax Income (Tax Income means the
property tax, water charges and Vacant Site Tax (VST)
charges) on the Account(s) where the Property tax, water
charges and VST charges is being collected (Collection
Account) with minimum security cover of 1.2 (One point
Two) times of the total amount borrowed along with the
137Coupon thereon and other costs, charges, all fees,
remuneration of Debenture Trustee and expenses payable
in respect thereof (“Minimum Security Cover”);
(b) First and exclusive charge over the Escrow Account and
the account(s) where the property tax, water charges and
VST charges is being collected and/ or pooled by
Tiruchirappalli City Municipal Corporation for an amount
equivalent to at least 1.5 (One point Five) times the
borrowed amount in each year to the extent of the property
tax, water charges and VST charges - is being collected
(Collection Account(s)) or pooled in each of such
accounts;
(c) First and exclusive charge over the Interest Payment
Account (including the DSRA Amount) and Sinking Fund
Account being opened for the Issue, the funds lying in each
such account and any investment(s) made from these
account(s);
(d) First and exclusive charge over the investments made in
terms of under the head of term ‘Permitted Investments’
below.
(e) First & Exclusive charge over the Project Sustainability
Grant Fund (PSGF Amount) term deposit created for this
bond issue.
The creation of such security by the Issuer shall be sufficient
compliance of the Issuer's obligation to create security.
Security Creation Timelines
(a) The Security shall be created prior to making the listing
application for the Bonds with the Stock Exchange(s).
(b) Unless otherwise agreed to by the Debenture Trustee, in the
event the above stipulated Security is not created and/or
perfected within the timelines as mentioned above or any
extended timeline as may be approved by the Debenture
Trustee in writing, the Bonds shall carry additional interest,
over and above the Coupon Rate, at the rate of 2.0% (two
percent) per annum, if any, on the Bonds, computed from
the date falling after the expiry of the time period provided
above, till creation and perfection of the relevant Security
and/or till the execution of the relevant Security
Documents.
The Issuer shall, till any of the Debentures are outstanding, maintain
the Minimum Security Cover.
Project Sustainability Grant Fund Project Sustainability Grant Fund, a Grant Fund of Government of
Amount (PSGF Amount) Tamil Nadu and managed by Tamil Nadu Urban Infrastructure
Financial Services Limited (TNUIFSL) (hereinafter referred as
“PSGF”) shall create a term deposit in the name of “Project
Sustainability Grant Fund” equivalent of Rs. 10.40 Crores (“PSGF
Amount”) as Credit Enhancement Facility under World Bank
assisted Tamil Nadu Climate Resilient Urban Development
Program and funds available in PSGF under Credit Enhancement
Facility. The proceeds of the bond issue should be used for the
138Construction of Wholesale and Retail Market at Old Madurai Road
in Panjappur Project of the Issuer.
The Debenture Trustee (on behalf of bond holders) shall have First
& Exclusive charge over the Project Sustainability Grant Fund
(PSGF Amount) term deposit created for this bond issue. The said
term deposit amount shall be created in the name of PSGF by PSGF
with the Trustee Banker / Escrow Banker of the Bond Issue once
the date of the issue of bond is finalized but, in any case, no later
than one day before the pay-in/allotment of bonds. The said term
deposit shall be kept as cash collateral in the form of security for
bondholders for servicing of the bonds during the entire tenor of the
bonds & lien marked with the Bond / Debenture Trustee. The
Escrow Banker (on the instructions of the Bond / Debenture
Trustee) will utilize the PSGF Amount (i) in the case of insufficient
funds in the Issuer’s Escrow Account / Interest Payment Account /
Sinking Fund Account as per timelines indicated under the
Structured Payment Mechanism in the Term Sheet and (ii) In case
of occurrence of payment default or event of default, the PSGF
Amount shall be utilized for meeting all the outstanding interest and
principal obligations to the bond holders.
In the case of utilization of PSGF Amount, the PSGF Amount
utilized shall be recouped by the Issuer within a period of 90 days
from the date of utilization. This arrangement will continue till the
bond is paid in full to the Bond holders.
The PSGF term deposit will be an interest-bearing deposit and
PSGF will have charge over the interest income.
Structured Payment Mechanism 1. The Issuer shall open the following accounts for servicing the
Coupon and principal amount of the Debentures for the
exclusive benefit of the Debenture Holders:
a) Escrow Account
b) Interest Payment Account
c) Sinking Fund Account
2. The Issuer shall set up the separate no-lien Escrow Account and
the funds lying in account(s) in which the Tax Income (Tax
Income means property tax, water charges and Vacant Site
Tax (VST) charges) collected and/ or pooled by the Issuer
shall be transferred to the Escrow Account for debt servicing
on daily basis. Debenture Holders/ Debenture Trustee on behalf
of Debenture Holders shall have first and exclusive charge over
the Escrow Account and the account(s) where Tax Income
(Tax Income means Property tax, water charges and Vacant
Site Tax (VST) charges) gets collected and/ or pooled by the
Issuer.
3. The Interest Payment Account is an account from which the
interest payments on the Debentures will be serviced and the
Required DSRA Amount (as hereinafter defined) will also be
maintained as per the requirements of the SEBI circular in
relation to ‘Continuous disclosures and compliances by listed
entities under SEBI (Issue and Listing of Municipal Debt
Securities) Regulations, 2015’ dated November 13, 2019,
bearing reference no. SEBI/HO/DDHS/CIR/P/134/2019.
DSRA amount shall be an amount equivalent to the Interest
servicing obligation for 3 semi-annual servicing would need
to be maintained throughout the tenor of the bonds by the
Issuer as DSRA in the Interest Payment Account. This
139amount so calculated would need to be deposited at least
one day prior to the date of pay-in. The DSRA would be in
the form of cash or cash equivalent (investment in Permitted
Instruments and would remain escrowed in favour of the
Debenture Trustee) throughout the tenure of the Bonds. In
the event of any utilisation from the DSRA Amount, the
Issuer shall be obliged to replenish the same as per the
Interest Payment Mechanism below.
Further, as the interest liability would progressively come
down after the peak, the Issuer would be permitted to take
out the excess DSRA progressively with prior approval of
the Debenture Trustee, subject to: (i) no unresolved breach
of any covenant or event of default, (ii) no shortfall in any
of the Interest Payment Account (including the Required
DSRA Amount) or the Sinking Fund Account.
4. The Sinking Fund Account is an account from which the
principal redemptions of the Bonds will be made.
5. The funds lying in the Escrow Account shall be used in the
following priority:
a) The funds should be first utilized to fund any shortfall in
required DSRA amount (in case of utilization of the DSRA
amount), Interest payment account and the sinking fund
account as per the interest payment and sinking fund
mechanism defined below;
b) Thereafter, the funds should be first utilized to accumulate the
Minimum Balance in Escrow Account. The Minimum Balance
to be maintained in any monthly period expiring on the
Transfer Date (Transfer date here means last Business Day of
any monthly period) shall be the amount to be transferred to the
Interest Payment Account and Sinking Fund Account on the
Transfer Date.
c) The Minimum Balance would be the sum of:
i. 20% of next semi-annual interest payment (which would
be transferred to IPA once the Minimum Balance for that
month is achieved) and
ii. 1% of the issued amount (which would be transferred to
SFA once the Minimum Balance for that month is
achieved)
However, on the last day of the month, if there is a shortfall in
Minimum Balance then the entire amount available in Escrow
Account would be transferred firstly to IPA and then balance
available to SFA.
a) The Minimum Balance shall not be used for any purpose other
than transfer to the Interest Payment Account and Sinking Fund
Account;
b) The surplus funds, if any, after first accumulating the Minimum
Balance can thereafter be transferred to the general fund
account(s) of the Issuer in accordance with the directions of the
Issuer from time to time, after a one-time written instruction
providing for such transfer is given by the Debenture Trustee
for such monthly period provided however that, in case of a
shortfall in any of the Interest Payment Account (including
towards maintenance of the Required DSRA Amount), or
Sinking Fund Account, no transfer to the general fund
140account(s) shall be effected and the surplus funds shall first be
utilised towards funding the relevant account as per the priority
mentioned above in which there is a shortfall.
On a monthly basis, on each Transfer Date, the Minimum Balance
maintained as indicated above shall be transferred to the Interest
Payment Account and Sinking Fund Account. The Issuer, with the
prior written consent of Trustee, can transfer the Minimum Balance
maintained in Escrow Account to the Interest Payment Account and
the Sinking Fund Account on any day prior to the Transfer Date.
It is hereby clarified that, notwithstanding the appropriation of any
amount from the Escrow Account to fund the shortfall in Interest
Payment Account (including the required DSRA amount) PSGF
Account and Sinking Fund Account, the obligation of the Issuer to
fund the Interest Payment Account and Sinking Fund Account to
the extent of the Minimum Balance no later than the monthly
Transfer Date shall continue until the Final Settlement Date.
6. The following amounts will be required to be transferred to the
Interest Payment Account and the Sinking Fund Account from
the Escrow Account as mentioned above each on half-yearly
basis (Each half year here means each period of 6 months from
the Deemed Date of Allotment until the Maturity Date and is
also referred to as ‘6 month block’) on first priority basis:
a. Interest payment Account (IPA) – Half-yearly interest amount
shall be divided into five equal parts and each part shall be
transferred to IPA every month for 5 months. Accordingly, 20%
of the half yearly coupon payment (along with any further interest
payable (by whatsoever name called) as per the terms of the
issuance and any shortfall in earlier contribution) shall be
transferred to IPA each month as follows:-
(i) 1st half year - from 1st to 5th Month
(ii) 2nd half year - from 7th to 11th Month
b. Sinking Fund Account (SFA) –Issue Size of the Debentures (Rs
100.00 Crore) shall be divided into 20 parts and each part (Rs.
5.00 Crore) shall be transferred to SFA in each of the half years
starting from 1st year to 10th year.
Further, this one part (Rs 5.00 Crore) to be transferred to SFA in
each of the half years shall be sub-divided into 5 sub-parts and each
sub-part (Rs. 1.00 Crore) (along with any shortfall in earlier
contribution) shall be transferred to SFA each month for first 5
months of each half-year i.e. 1st to 5th month of first half year and
7th to 11th month of second half year and so on. Accordingly, 5%
of Issue Size shall be transferred each half-year for 20 half years
during 10 years in accordance with the above.
Any shortfall in the funds available in the Escrow Account to
complete the aforesaid transfers to the above account(s) shall be
made good by the Issuer by transfer from other account(s) of the
Issuer.
7. The funds lying in the above-mentioned account(s) shall be
utilised in the following manner:
141a) The funds lying in the Interest Payment Account (apart from
the DSRA Amount) will be first utilized for meeting the
Coupon payment to the Debenture Holders. In the event that
the balance in the Interest Payment Account (apart from the
DSRA Amount) is not sufficient for this purpose, Project
Sustainability Grant Fund (PSFG) amount shall be utilised first
and still any shortfall persist, then the DSRA Amount can be
utilized for meeting such shortfall in the Interest Payment
Account for making the Coupon payment to the Debenture
Holders.
b) The DSRA Amount lying in the Interest Payment Account, can
be used to meet (i) any shortfall in the Interest Payment
Account for the Coupon payment to be made on any Coupon
Payment Date; and thereafter (ii) can be used to meet any
shortfall at the time of final redemption date (up to the excess
DSRA amount). However, the DSRA Amount cannot be
utilized for any other purpose, including (a) to meet any
shortfall in contribution to Sinking Fund Account except at the
time of final redemption; and (b) to meet any shortfall in the
amounts to be transferred to the Interest Payment Account
except at the time of actual payment of Coupon on the
Debentures.
c) Any surplus amounts available in the Interest Payment
Account after making the Coupon payment to Debenture
Holders (which is over and above the Required DSRA
Amount) should be used to make good any shortfall in
contribution to Sinking Fund Account to the extent required
for redemption of the Bonds on the respective Redemption
Dates.
d) The funds lying in the Sinking Fund Account shall be used
only to redeem the Debentures.
e) Any funds lying in the above account(s) can be used for
making Permitted Investments. However, the funds (including
investment(s)) shall not, without the approval of the Debenture
Trustees, be utilised for any purpose other than as mentioned
in paragraph (a) to (d) above.
f) Any surplus funds lying in the above account(s) after the
Debentures have been redeemed in full and all dues to the
Debenture Holders have been paid can be transferred to the
Escrow Account on the written instructions of the Debenture
Trustee (acting on the instructions of the Issuer).
g) The Debenture Trustee, on behalf of the Debenture Holders
shall have an first ranking charge over the Escrow Account and
the account(s) where the Tax Income (tax income shall mean
property tax, water charges and Vacant Site Tax (VST)
charges) that are being collected/pooled by the Issuer, the
Interest Payment Account (including the DSRA Amount),
Sinking Fund Account.
Permitted Investments
8. The funds lying credited in the Escrow Account (to the extent of
the Minimum Balance), Interest Payment Account (including the
142DSRA Amount) can be kept in fixed deposits with any scheduled
commercial bank with a dual rating of AA+ or above. However,
the conditions of the fixed deposits shall not restrict premature
withdrawal from the fixed deposit. The lien shall be created in
favour of Debenture Trustee on all the investments made in terms
hereof. The Issuer shall ensure that funds lying in the escrow
accounts shall be invested in accordance with the SEBI ILMDS
Regulations and SEBI Circulars issued thereunder and The Tamil
Nadu Urban Local Bodies Act, 1998 and rules made thereunder
to the extent applicable.
9. The funds lying to the credit of Sinking Fund Account can be
deposited in such instruments which may be permitted both in
terms of the SEBI Circulars and The Tamil Nadu Urban Local
Bodies Act, 1998 and rules made thereunder to the extent
applicable. The lien shall be created in favour of Debenture
Trustee on all the investments made in terms hereof.
10. Any actual interest income earned and received on the Permitted
Investment(s) shall be utilizable by the Issuer, in accordance
with the terms set out in the Transaction Documents, only: (a)
with the prior approval of the Debenture Trustee; and (b) if there
is no shortfall in any of the Interest Payment Account (including
the Required DSRA Amount) or the Sinking Fund Account.
11. The Escrow Account, Interest Payment Account (including the
Required DSRA Amount), Sinking Fund Account shall be
maintained with a scheduled commercial bank rated at least AA+
by two rating agencies throughout the tenor of the Debentures
(“Bank”). In case, at any point of time, the rating of senior debt
of the Bank falls below AA+ by any rating agency the Issuer
shall, with the written consent of Debenture Trustee, move the
funds to any other bank satisfying the rating criteria.
12. The Bank shall share statement(s) of these account(s) with
Debenture Trustee and the Issuer for such period as may be
specified by the Debenture Trustee but not greater than 12
(Twelve) months in any case till such time as the Debentures are
redeemed. The Issuer shall share copies of all such reports with
the Rating Agencies. The Issuer and Debenture Trustee shall
keep the Rating Agencies informed in case of change in the
Bank.
Interest Payment Mechanism
The Debenture Trustee shall check the amount lying to the credit of
Interest Payment Account (which is over and above the Required
DSRA Amount) at 25 (Twenty Five) days prior to the Coupon
Payment Date (T-25 days).
In case of any shortfall in the amount required to make payment of
Coupon on the Coupon Payment Date in the Interest Payment
Account (calculated on the basis of the amounts available in addition
to the Required DSRA Amount), the Debenture Trustee shall
intimate the Issuer of the shortfall and the Issuer shall make good the
short fall in the Interest Payment Account prior to the date falling 15
(Fifteen) days prior to the Coupon Payment Date (T- 15 days).
Further, the amounts lying or credited in the escrow account shall
143flow into the interest payment account for funding the shortfall and
shall not be transferred by the Issuer to the general fund account(s)
till the time the shortfall is funded.
In case of shortfall in the amount required to make payment of
Coupon on the Coupon Payment Date in the Interest Payment
Account (calculated on the basis of the amounts available in addition
to the Required DSRA Amount) at 14 (Fourteen) days prior to the
Coupon Payment Date (T-14 days), the Debenture Trustee shall
trigger the payment mechanism and shall instruct the Bank to utilise
the PSGF Amount to the extent of the shortfall in the amount required
to make payment of the Coupon on the Coupon Payment Date on or
prior to the date falling 10 (ten) days prior to the Interest Payment
Date (T-10 days).
Further, immediately after the PSGF Amount utilization, the
amounts lying or credited in the escrow account shall flow for the
PSGF Amount replenishment and shall not be transferred by the
Issuer to the general fund account(s) till the time the required PSGF
Amount is replenished.
In case of shortfall in the amount required to make payment of
Coupon on the Coupon Payment Date in the Interest Payment
Account (calculated on the basis of the amounts available in addition
to the Required DSRA Amount) at 9 (Nine) days prior to the Coupon
Payment Date (T-9 days), the Debenture Trustee shall trigger the
payment mechanism and shall instruct the Bank to utilise the DSRA
Amount to the extent of the shortfall in the amount required to make
payment of the Coupon on the Coupon Payment Date on or prior to
the date falling 8 (Eight) days prior to the Interest Payment Date (T-
8 days). The Coupon shall be paid by the Issuer on the Coupon
Payment Date (T).
In case the DSRA Amount (or part thereof) is utilized to fund the
shortfall in the amount required to make payment of the Coupon in
respect of any Coupon Payment Date, immediately after the
Debenture Trustee has instructed the Bank to utilise the DSRA
Amount as above and in any event prior to 7 (Seven) days prior to
the relevant Coupon Payment Date (T-7), the Debenture Trustee
would issue a final notice in writing to the Issuer. On the issuance of
such notice, the Issuer shall make good the DSRA Amount Shortfall
within next 15 (Fifteen) days (T+8).
Further, immediately after the DSRA utilization, the amounts lying
or credited in the escrow account shall flow into the interest payment
account for DSRA replenishment and shall not be transferred by the
Issuer to the general fund account(s) till the time the required DSRA
amount is replenished.
Further, In the event of any utilization from the PSGF Amount, the
Debenture Trustee would issue a notice in writing to the Issuer to
replenish the same within a period of 90 days from the date of
utilization. This arrangement shall continue till the bonds are paid in
full to the Bond holders.
It is hereby clarified that, notwithstanding the appropriation of any
amount from the Escrow Account to fund the shortfall in interest
payment account (including the required DSRA amount), the
obligation of the Issuer to fund the interest payment account and
144sinking fund account to the extent of the minimum balance no later
than the monthly Transfer Date shall continue until the Final
Settlement Date.
Further, such notice(s) would continue to get served if required, as
per the same timelines for subsequent and future servicing. If any
over dues on account of past servicing’s from the DSRA Amount
continues to remain and the Required DSRA Amount continues to
remain un-replenished, then such overdue amount would be added in
the subsequent notice.
In any of the milestone days mentioned in the T-Structure above
happens to not be a Business Day, the immediately preceding
Business Day would be the deemed date for execution of the relevant
action.
Principal Repayment (Sinking Fund) Mechanism
The Debenture Trustee shall check the balance in the Sinking Fund
Account prior to the end of each 6 month block and in case of any
Sinking Fund mismatch it shall be replenished as per the following
mechanism:-
The Debenture Trustee shall check the amount lying to the credit of
Sinking Fund Account at 30 (Thirty) days prior to the end of each 6
month block. In case of any Sinking Fund mismatch, the Debenture
Trustee shall intimate Issuer of the shortfall and Issuer shall make
good the Sinking Fund mismatch 15 (Fifteen) days prior to the end
of each 6 month block (T-15 days).
Further, in case of shortfall on T-30 days, the amounts lying or
credited in the escrow account shall flow into the Sinking Fund
Account for funding the shortfall and shall not be transferred by the
Issuer to the general fund account(s) till the time the shortfall is
funded. In case of shortfall still persists in the Sinking Fund Account
at 14 (Fourteen) days prior to the end of each 6 month block (T-14
days), the Debenture Trustee shall trigger the payment mechanism
and shall instruct the Escrow Bank to utilise the PSGF Amount to the
extent of the shortfall in the Sinking Fund Account on or prior to the
date falling 10 (ten) days prior to the end of each 6 Month Block (T-
10 days).
Further, immediately after the PSGF Amount utilization, the
amounts lying or credited in the escrow account shall flow for the
PSGF Amount replenishment and shall not be transferred by the
Issuer to the general fund account(s) till the time the required PSGF
Amount is replenished.
In case of shortfall still persists in the Sinking Fund Account at 9
(Nine) days prior to the end of each 6 month block (T-9 days), the
Debenture Trustee shall issue a final notice to the issuer. On the
issuance of such notice, the issuer shall remit the funds to fund the
shortfall into the Sinking Fund Account prior to the end of each 6
Month Block (T).
Also, DSRA Amount can be used to meet any shortfall at the time
of final redemption date (up to the excess DSRA amount).
Any surplus amounts available in the Interest Payment Account after
145making the Coupon payment to Debenture Holders (which is over
and above the Required DSRA Amount) can be used to make good
any shortfall in contribution to Sinking Fund Account to the extent
required for redemption of the Bonds on the respective Redemption
Dates.
Further, in the event of any utilization from the PSGF Amount, the
Debenture Trustee would issue a notice in writing to the Issuer to
replenish the same within a period of 90 days from the date of
utilization. This arrangement shall continue till the bonds are paid in
full to the Bond holders. It is hereby clarified that, notwithstanding
the appropriation of any amount from the Escrow Account to fund
the shortfall in Sinking Fund Account, the obligation of the Issuer to
fund the Interest Payment Account and Sinking Fund Account to the
extent of the minimum balance no later than the monthly Transfer
Date shall continue until the Final Settlement Date.
The redemption shall be made by the Issuer on the relevant
Redemption Dates.
The Debenture Trustee shall keep the Rating Agencies informed of any
shortfall in the Interest Payment Account (including in the Required
DSRA Amount), Sinking Fund Account.
Financial Covenants 1. The Issuer shall, at all times till the Debentures are
outstanding, ensure that the total amounts collected in the
Escrow Account in any financial year shall be at least 2
(Two) times of the Annual Payments Amount. For the
purpose of this term sheet, the term ‘Annual Payments’
shall, in respect of any financial year, mean the aggregate of:
(a) the Coupon payable in such year (in relation to the
present bond issue and any further borrowings); and (b) the
portion of principal amount of the Debentures which are
required to be deposited by the Issuer into the Sinking Fund
Account in such financial year (in relation to the present
bond issue and any further borrowings), in terms hereof. (c)
Principal Repayment amount (in relation to the further
borrowings where sinking fund is not created), in terms hereof.
So long as the Eligibility Conditions are met, the Issuer shall
be entitled to raise further financial indebtedness based on its
cash flows including the cash flows through the Escrow
Account, provided that it is clarified that nothing in this
provision should be construed to permit the creation of any
encumbrance over the hypothecated property and mortgaged
property without the express prior written consent of the
debenture trustee.
For the purpose of this term sheet, the term ‘Eligibility
Conditions’ shall mean the following conditions: (a) the
Annual Payments Ratio is maintained by the Issuer; (b) there
is no shortfall in the contribution to the Escrow Account, the
Interest Payment Account (including towards maintenance of
the Required DSRA Amount) and/or the Sinking Fund
Account which has not been made good by the Issuer in terms
of the Transaction Documents; (c) no Event of Default has
occurred.
1462. Other financial covenants as defined in the Transaction
Documents
Transaction Documents The Documents executed in relation to, or which are relevant to
the Issue including:
1. Preliminary Placement Memorandum,
2. the Placement Memorandum,
3. the Issue Agreement,
4. the Registrar & Transfer Agent Agreement,
5. the Issue Proceeds Agreement,
6. the Debenture Trustee Agreement & the Debenture Trust
Deed,
7. the Escrow Agreement,
8. the Deed of Hypothecation
9. Tripartite Agreements with NSDL & CDSL and
10. any other agreement or document designated as such by the
Debenture Trustee (acting on the instructions of the
Majority Debenture Holders).
Conditions Precedent to The subscription from investors shall be accepted for allocation and
Disbursement allotment by the Issuer subject to the following and in compliance
to SEBI Guidelines in this regard:
1. State Government Approval/Order.
2. Council / BIC resolution for the Issue
3. Creation of DSRA
4. Rating letters from credit rating agency (“Rating Agency”)
not being more than one month old from the Issue Opening
Date;
5. Letter from the Debenture Trustee conveying their consent
to act as debenture trustee for the Debenture Holder(s);
6. Letter from NSE conveying its in-principal approval for
listing of the Debentures;
7. Other conditions precedent set out in the Debenture Trust
Deed and as specified in the SEBI ILMDS Regulations.
Conditions Subsequent to The Issuer shall ensure that the following documents are executed/
Disbursement activities are completed within the relevant timelines set out in the
Transaction Documents:
1. Execution of Debenture Trustee Deed
2. Credit of demat account(s) of the allottee(s) by number of
Debentures allotted as per the NSE-EBP operational
guidelines;
3. Listing of the Debentures within 3 (Three) trading days
from the Issue Closing Date;
4. Security creation as per the terms of Transaction
Documents and in compliance with other regulatory
guidelines, as applicable;
5. Other conditions subsequent as set out in the Debenture
Trust Deed and as specified in the SEBI ILMDS
Regulations.
Events of Default As is more particularly set out in the Debenture Trust Deed
including the followings:
1. Default in payment of interest and/or principal redemption.
2. Delay in Listing during the tenure of bonds and more
particularly defined in Debenture Trust Deed
Creation of Recovery Expense The Issuer will transfer the required amount towards recovery
Fund expense fund in the manner as specified by SEBI as per Chapter IV
147SEBI Master Circular for Debenture Trustees bearing reference
number SEBI/HO/DDHS-PoD-1/P/CIR/2025/117 dated August 13,
2025, as amended from time to time. The Stock Exchange and will
inform the Debenture Trustee regarding transfer of amount toward
such fund.
Provisions related to Cross Default As per the Debenture Trust Deed to be executed in accordance with
Clause applicable law.
Default Interest (a) All monies due in respect of the Debentures shall, in case the
same be not paid on the respective due dates, carry further
interest at the rate of 2% (Two Percent) per annum, which shall
be paid over and above the Coupon Rate for the period during
which such default continues.
(b) In case of delay in execution of the Debenture Trust Deed and
security documents, the Issuer will refund the subscription with
the agreed rate of interest or will pay penal interest of at least
2% p.a. (Two percent per annum), which shall be paid over and
above the Coupon Rate for the period during which such default
continues.
(c) In case of delay in listing of the Debentures beyond 3 (Three)
trading days from the Issue Closing Date, the Issuer shall pay
penal interest of at least 1% p.a. (One percent per annum) which
shall be paid over and above the Coupon Rate for the period of
delay (i. e. from the date of allotment to the date of listing).
(d) Other provisions as set out in the Transaction Documents.
Manner of Bidding Closed Bidding
Manner of Allotment Uniform Yield Allotment
Settlement Cycle The process of pay-in of funds by investors and pay-out to Issuer
will be done on T+1day, where T is the Issue Closing Date
Role and Responsibilities of As per SEBI (Debenture Trustees) Regulations, 1993, SEBI (Issue
Debenture Trustee and Listing of Municipal Debt Securities) Regulations, 2015, and
the Debenture Trust Deed.
Governing Law and Jurisdiction The Debentures and the Transaction Documents (other than the
Issue Proceeds Agreement) shall be governed by and construed in
accordance with the laws of India and the parties submit to the
exclusive jurisdiction of courts and tribunals in Tiruchirappalli. The
Issue Proceeds Agreement shall be governed by and construed in
accordance with the laws of India and the parties submit to the
exclusive jurisdiction of courts and tribunals in Tiruchirappalli.
148SECTION XV: MATERIAL CONTRACTS AND AGREEMENTS
The material contracts and agreements referred to herein below (not being contracts entered into in the ordinary
course of the business carried out by the Issuer) which are or may be deemed to be material, have been entered
into by the Issuer. Copies of these contracts and agreements together with the copies of the below mentioned
documents may be inspected at the Head Office of the Issuer between 10.00 a.m. and 2.00 p.m. on any working
day until the Issue Closing Date.
A. Material Contracts and Agreements
a. Copy of Tripartite Agreement dated December 18, 2025 amongst CDSL, the Issuer and the
Registrar to the Issue.
b. Copy of Tripartite Agreement amongst NSDL dated December 19, 2025, the Issuer and the
Registrar to the Issue.
c. Debenture Trustee Agreement dated December 22, 2025 executed between the Issuer and the
Debenture Trustee.
d. Issue Agreement dated December 24, 2025 executed between the Issuer and the Merchant
Banker/Arranger to the Issue.
e. Registrar Agreement dated December 18, 2025 executed between the Issuer and the Registrar
and to the Issue.
f. Debenture Trust Deed dated [●] executed between the Issuer and the Debenture Trustee.
g. Escrow Agreement dated January 30, 2026 executed amongst the Issuer, the Debenture Trustee
and the Banker to the Issue.
h. Deed of Hypothecation dated [] executed amongst the Issuer and the Debenture Trustee.
i. Issue Proceeds Agreement dated January 30, 2026 executed amongst the Issuer, the Merchant
Banker, Registrar and the Banker to the Issue.
B. Material Documents
a) Copy of Tiruchirappalli City Municipal Corporation Act, 1994.
b) Copy of Tamil Nadu Urban Local Bodies Act, 1998.
c) Copy of Tamil Nadu Urban Local Bodies Rules, 2023.
d) Municipal Administration and Water Supply (MC.5) Department, Government of Tamil Nadu
vide its order no. G.O. (D) No. 267 dated May 06, 2025 approving the issuance of Debentures.
e) Copy of the Resolution of the Council dated July 24, 2024 and February 26, 2025 approving the
issuance of bonds and delegating powers for Commissioner, Tiruchirappalli City Municipal
Corporation.
f) Copy of Commissioner Letter dated November 20, 2025 constituting the Bond Issue Committee
and certifying the list of members of the Bond Issue Committee.
g) Copy of Sanction of Credit Enhancement Facility Letter dated February 27, 2024 issued by
Project Sustainability Grant Fund (Fund Manager for Tamil Nadu Urban Infrastructure Financial
Services Limited) for an amount of Rs. 10.40 Crore.
h) Copy of the resolution of the Bond Issue Committee dated December 29, 2025 approving the
proposed Bonds Issue.
i) Copy of the resolution of Bond Issue Committee dated December 29, 2025 appointing December
29, 2025 as Compliance Officer.
j) Consents of the Merchant Banker, Debenture Trustee, Credit Rating Agency, Registrar to the
Issue, Legal Advisor, External Auditors, Independent Chartered Accountants to the Issue,
members of Bond Issue Committee to include their names in the Preliminary Placement
Memorandum.
k) Copy of the resolution of the Bond Issue Committee dated December 29, 2025 approving the
Materiality Policy.
l) Examination report dated December 29, 2025 issued by the Independent Chartered Accountants
to the Issue.
m) Statement of tax benefits dated December 29, 2025, issued by the Independent Chartered
Accountants to the Issue.
n) Rating letter dated December 16, 2025 as revalidated vide rating letter dated January 20, 2025
and rating rationale dated December 16, 2025, issued by India Ratings and Research Private
Limited.
149o) Rating letter dated January 23, 2026 and rating rationale dated January 23, 2026, issued by CARE
Ratings Limited.
p) Copy of the resolution of the Bond Issue Committee dated December 29, 2025 approving the
Preliminary Placement Memorandum.
q) Copy of the resolution of the Bond Issue Committee dated January 23, 2026 approving the
updated Preliminary Placement Memorandum.
r) Certificates dated December 29, 2025 and January 21, 2026 issued by Vistar AEC Consultants
LLP, Project Consultant for the Project who have also prepared Detailed Project Report for the
Project.
s) Notification no. D.O. No. K-14012/01/2022-AMRUT-IIB dated April 07, 2025.
t) Due diligence certificates dated December 29, 2025 and February 02, 2026 filed by the Merchant
Banker with SEBI in relation to the Preliminary Placement Memorandum.
u) Due Diligence Certificate from the Debenture Trustee in relation to the Issue.
v) In-principle approval of the NSE dated December 31, 2025 bearing reference number
NSE/LIST/9954.
w) Observation Letter from SEBI bearing reference no. HO/17/19/11(1)2026-DDHS-RAC
I/1858/2026 dated January 05, 2026
x) Copy of the resolution of the Bond Issue Committee dated February 02, 2026 approving the
Placement Memorandum.
150SECTION-XVI: DECLARATION
151152A-1
ANNEXURE-I
Structured Payment Mechanism
1. The Issuer shall open the following accounts for servicing the Coupon and principal amount of the Debentures
for the exclusive benefit of the Debenture Holders:
a) Escrow Account
b) Interest Payment Account
c) Sinking Fund Account
2. The Issuer shall set up the separate no-lien Escrow Account and the funds lying in account(s) in which the Tax
Income (Tax Income means property tax, water charges and Vacant Site Tax (VST) charges) collected
and/ or pooled by the Issuer shall be transferred to the Escrow Account for debt servicing on daily basis.
Debenture Holders/ Debenture Trustee on behalf of Debenture Holders shall have first and exclusive charge
over the Escrow Account and the account(s) where Tax Income (Tax Income means Property tax, water
charges and Vacant Site Tax (VST) charges) gets collected and/ or pooled by the Issuer.
3. The Interest Payment Account is an account from which the interest payments on the Debentures will be
serviced and the Required DSRA Amount (as hereinafter defined) will also be maintained as per the
requirements of the SEBI circular in relation to ‘Continuous disclosures and compliances by listed entities under
SEBI (Issue and Listing of Municipal Debt Securities) Regulations, 2015’ dated November 13, 2019, bearing
reference no. SEBI/HO/DDHS/CIR/P/134/2019.
DSRA amount shall be an amount equivalent to the Interest servicing obligation for 3 semi- annual
servicing would need to be maintained throughout the tenor of the bonds by the Issuer as DSRA in the
Interest Payment Account. This amount so calculated would need to be deposited at least one day prior to
the date of pay-in. The DSRA would be in the form of cash or cash equivalent (investment in Permitted
Instruments and would remain escrowed in favour of the Debenture Trustee) throughout the tenure of the
Bonds. In the event of any utilisation from the DSRA Amount, the Issuer shall be obliged to replenish the
same as per the Interest Payment Mechanism below.
Further, as the interest liability would progressively come down after the peak, the Issuer would be
permitted to take out the excess DSRA progressively with prior approval of the Debenture Trustee, subject
to: (i) no unresolved breach of any covenant or event of default, (ii) no shortfall in any of the Interest
Payment Account (including the Required DSRA Amount) or the Sinking Fund Account.
4. The Sinking Fund Account is an account from which the principal redemptions of the Bonds will be made.
5. The funds lying in the Escrow Account shall be used in the following priority:
a) The funds should be first utilized to fund any shortfall in required DSRA amount (in case of utilization of the
DSRA amount), Interest payment account and the sinking fund account as per the interest payment and sinking
fund mechanism defined below;
b) Thereafter, the funds should be first utilized to accumulate the Minimum Balance in Escrow Account. The
Minimum Balance to be maintained in any monthly period expiring on the Transfer Date (Transfer date here
means last Business Day of any monthly period) shall be the amount to be transferred to the Interest Payment
Account and Sinking Fund Account on the Transfer Date.
c) The Minimum Balance would be the sum of:
i. 20% of next semi-annual interest payment (which would be transferred to IPA once the Minimum
Balance for that month is achieved) and
ii. 1% of the issued amount (which would be transferred to SFA once the Minimum Balance for that
month is achieved)
However, on the last day of the month, if there is a shortfall in Minimum Balance then the entire amount
available in Escrow Account would be transferred firstly to IPA and then balance available to SFA.
a) The Minimum Balance shall not be used for any purpose other than transfer to the Interest Payment AccountA-2
and Sinking Fund Account;
b) The surplus funds, if any, after first accumulating the Minimum Balance can thereafter be transferred to the
general fund account(s) of the Issuer in accordance with the directions of the Issuer from time to time, after a
one-time written instruction providing for such transfer is given by the Debenture Trustee for such monthly
period provided however that, in case of a shortfall in any of the Interest Payment Account (including towards
maintenance of the Required DSRA Amount), or Sinking Fund Account, no transfer to the general fund
account(s) shall be effected and the surplus funds shall first be utilised towards funding the relevant account as
per the priority mentioned above in which there is a shortfall.
On a monthly basis, on each Transfer Date, the Minimum Balance maintained as indicated above shall be
transferred to the Interest Payment Account and Sinking Fund Account. The Issuer, with the prior written
consent of Trustee, can transfer the Minimum Balance maintained in Escrow Account to the Interest Payment
Account and the Sinking Fund Account on any day prior to the Transfer Date.
It is hereby clarified that, notwithstanding the appropriation of any amount from the Escrow Account to fund
the shortfall in Interest Payment Account (including the required DSRA amount) PSGF Account and Sinking
Fund Account, the obligation of the Issuer to fund the Interest Payment Account and Sinking Fund Account to
the extent of the Minimum Balance no later than the monthly Transfer Date shall continue until the Final
Settlement Date.
6. The following amounts will be required to be transferred to the Interest Payment Account and the Sinking Fund
Account from the Escrow Account as mentioned above each on half-yearly basis (Each half year here means
each period of 6 months from the Deemed Date of Allotment until the Maturity Date and is also referred to as
‘6 month block’) on first priority basis:
a. Interest payment Account (IPA) – Half-yearly interest amount shall be divided into five equal parts and each
part shall be transferred to IPA every month for 5 months. Accordingly, 20% of the half yearly coupon
payment (along with any further interest payable (by whatsoever name called) as per the terms of the issuance
and any shortfall in earlier contribution) shall be transferred to IPA each month as follows:-
(i) 1st half year - from 1st to 5th Month
(ii) 2nd half year - from 7th to 11th Month
b. Sinking Fund Account (SFA) –Issue Size of the Debentures (Rs 100.00 Crore) shall be divided into 20 parts
and each part (Rs. 5.00 Crore) shall be transferred to SFA in each of the half years starting from 1st year to
10th year.
Further, this one part (Rs 5.00 Crore) to be transferred to SFA in each of the half years shall be sub-divided into 5
sub-parts and each sub-part (Rs. 1.00 Crore) (along with any shortfall in earlier contribution) shall be transferred to
SFA each month for first 5 months of each half-year i.e. 1st to 5th month of first half year and 7th to 11th month of
second half year and so on. Accordingly, 5% of Issue Size shall be transferred each half-year for 20 half years during
10 years in accordance with the above.
Any shortfall in the funds available in the Escrow Account to complete the aforesaid transfers to the above
account(s) shall be made good by the Issuer by transfer from other account(s) of the Issuer.
7. The funds lying in the above-mentioned account(s) shall be utilised in the following manner:
a) The funds lying in the Interest Payment Account (apart from the DSRA Amount) will be first utilized for
meeting the Coupon payment to the Debenture Holders. In the event that the balance in the Interest
Payment Account (apart from the DSRA Amount) is not sufficient for this purpose, Project Sustainability
Grant Fund (PSFG) amount shall be utilised first and still any shortfall persist, then the DSRA Amount
can be utilized for meeting such shortfall in the Interest Payment Account for making the Coupon payment
to the Debenture Holders.
b) The DSRA Amount lying in the Interest Payment Account, can be used to meet (i) any shortfall in the
Interest Payment Account for the Coupon payment to be made on any Coupon Payment Date; andA-3
thereafter (ii) can be used to meet any shortfall at the time of final redemption date (up to the excess DSRA
amount). However, the DSRA Amount cannot be utilized for any other purpose, including (a) to meet any
shortfall in contribution to Sinking Fund Account except at the time of final redemption; and (b) to meet
any shortfall in the amounts to be transferred to the Interest Payment Account except at the time of actual
payment of Coupon on the Debentures.
c) Any surplus amounts available in the Interest Payment Account after making the Coupon payment to
Debenture Holders (which is over and above the Required DSRA Amount) should be used to make good
any shortfall in contribution to Sinking Fund Account to the extent required for redemption of the Bonds
on the respective Redemption Dates.
d) The funds lying in the Sinking Fund Account shall be used only to redeem the Debentures.
e) Any funds lying in the above account(s) can be used for making Permitted Investments. However, the
funds (including investment(s)) shall not, without the approval of the Debenture Trustees, be utilised for
any purpose other than as mentioned in paragraph (a) to (d) above.
f) Any surplus funds lying in the above account(s) after the Debentures have been redeemed in full and all
dues to the Debenture Holders have been paid can be transferred to the Escrow Account on the written
instructions of the Debenture Trustee (acting on the instructions of the Issuer).
g) The Debenture Trustee, on behalf of the Debenture Holders shall have an first ranking charge over the
Escrow Account and the account(s) where the Tax Income (tax income shall mean property tax, water
charges and Vacant Site Tax (VST) charges) that are being collected/pooled by the Issuer, the Interest
Payment Account (including the DSRA Amount), Sinking Fund Account.
8. The funds lying credited in the Escrow Account (to the extent of the Minimum Balance), Interest Payment Account
(including the DSRA Amount) can be kept in fixed deposits with any scheduled commercial bank with a dual
rating of AA+ or above. However, the conditions of the fixed deposits shall not restrict premature withdrawal
from the fixed deposit. The lien shall be created in favour of Debenture Trustee on all the investments made in
terms hereof. The Issuer shall ensure that funds lying in the escrow accounts shall be invested in accordance with
the SEBI ILMDS Regulations and SEBI Circulars issued thereunder and The Tamil Nadu Urban Local Bodies
Act, 2023 to the extent applicable.
9. The funds lying to the credit of Sinking Fund Account can be deposited in such instruments which may be
permitted both in terms of the SEBI Circulars and The Tamil Nadu Urban Local Bodies Act, 2023.The lien shall
be created in favour of Debenture Trustee on all the investments made in terms hereof.
10. Any actual interest income earned and received on the Permitted Investment(s) shall be utilizable by the Issuer, in
accordance with the terms set out in the Transaction Documents, only: (a) with the prior approval of the Debenture
Trustee; and (b) if there is no shortfall in any of the Interest Payment Account (including the Required DSRA
Amount) or the Sinking Fund Account.
11. The Escrow Account, Interest Payment Account (including the Required DSRA Amount), Sinking Fund Account
shall be maintained with a scheduled commercial bank rated at least AA+ by two rating agencies throughout the
tenor of the Debentures (“Bank”). In case, at any point of time, the rating of senior debt of the Bank falls below
AA+ by any rating agency the Issuer shall, with the written consent of Debenture Trustee, move the funds to any
other bank satisfying the rating criteria.
12. The Bank shall share statement(s) of these account(s) with Debenture Trustee and the Issuer for such period as
may be specified by the Debenture Trustee but not greater than 12 (Twelve) months in any case till such time as
the Debentures are redeemed. The Issuer shall share copies of all such reports with the Rating Agencies. The
Issuer and Debenture Trustee shall keep the Rating Agencies informed in case of change in the Bank.
Interest Payment Mechanism
The Debenture Trustee shall check the amount lying to the credit of Interest Payment Account (which is over and
above the Required DSRA Amount) at 25 (Twenty Five) days prior to the Coupon Payment Date (T-25 days).A-4
In case of any shortfall in the amount required to make payment of Coupon on the Coupon Payment Date in the
Interest Payment Account (calculated on the basis of the amounts available in addition to the Required DSRA
Amount), the Debenture Trustee shall intimate the Issuer of the shortfall and the Issuer shall make good the short fall
in the Interest Payment Account prior to the date falling 15 (Fifteen) days prior to the Coupon Payment Date (T- 15
days).
Further, the amounts lying or credited in the escrow account shall flow into the interest payment account for funding
the shortfall and shall not be transferred by the Issuer to the general fund account(s) till the time the shortfall is funded.
In case of shortfall in the amount required to make payment of Coupon on the Coupon Payment Date in the Interest
Payment Account (calculated on the basis of the amounts available in addition to the Required DSRA Amount) at 14
(Fourteen) days prior to the Coupon Payment Date (T-14 days), the Debenture Trustee shall trigger the payment
mechanism and shall instruct the Bank to utilise the PSGF Amount to the extent of the shortfall in the amount required
to make payment of the Coupon on the Coupon Payment Date on or prior to the date falling 10 (ten) days prior to the
Interest Payment Date (T-10 days).
Further, immediately after the PSGF Amount utilization, the amounts lying or credited in the escrow account shall
flow for the PSGF Amount replenishment and shall not be transferred by the Issuer to the general fund account(s) till
the time the required PSGF Amount is replenished.
In case of shortfall in the amount required to make payment of Coupon on the Coupon Payment Date in the Interest
Payment Account (calculated on the basis of the amounts available in addition to the Required DSRA Amount) at 9
(Nine) days prior to the Coupon Payment Date (T-9 days), the Debenture Trustee shall trigger the payment mechanism
and shall instruct the Bank to utilise the DSRA Amount to the extent of the shortfall in the amount required to make
payment of the Coupon on the Coupon Payment Date on or prior to the date falling 8 (Eight) days prior to the Interest
Payment Date (T-8 days). The Coupon shall be paid by the Issuer on the Coupon Payment Date (T).
In case the DSRA Amount (or part thereof) is utilized to fund the shortfall in the amount required to make payment
of the Coupon in respect of any Coupon Payment Date, immediately after the Debenture Trustee has instructed the
Bank to utilise the DSRA Amount as above and in any event prior to 7 (Seven) days prior to the relevant Coupon
Payment Date (T-7), the Debenture Trustee would issue a final notice in writing to the Issuer. On the issuance of such
notice, the Issuer shall make good the DSRA Amount Shortfall within next 15 (Fifteen) days (T+8).
Further, immediately after the DSRA utilization, the amounts lying or credited in the escrow account shall flow into
the interest payment account for DSRA replenishment and shall not be transferred by the Issuer to the general fund
account(s) till the time the required DSRA amount is replenished.
Further, In the event of any utilization from the PSGF Amount, the Debenture Trustee would issue a notice in writing
to the Issuer to replenish the same within a period of 90 days from the date of utilization. This arrangement shall
continue till the bonds are paid in full to the Bond holders.
It is hereby clarified that, notwithstanding the appropriation of any amount from the Escrow Account to fund the
shortfall in interest payment account (including the required DSRA amount), the obligation of the Issuer to fund the
interest payment account and sinking fund account to the extent of the minimum balance no later than the monthly
Transfer Date shall continue until the Final Settlement Date.
Further, such notice(s) would continue to get served if required, as per the same timelines for subsequent and future
servicing. If any over dues on account of past servicing’s from the DSRA Amount continues to remain and the
Required DSRA Amount continues to remain un-replenished, then such overdue amount would be added in the
subsequent notice.
In any of the milestone days mentioned in the T-Structure above happens to not be a Business Day, the immediately
preceding Business Day would be the deemed date for execution of the relevant action.
Principal Repayment (Sinking Fund) Mechanism
The Debenture Trustee shall check the balance in the Sinking Fund Account prior to the end of each 6 month block
and in case of any Sinking Fund mismatch it shall be replenished as per the following mechanism:-A-5
The Debenture Trustee shall check the amount lying to the credit of Sinking Fund Account at 30 (Thirty) days prior
to the end of each 6 month block. In case of any Sinking Fund mismatch, the Debenture Trustee shall intimate Issuer
of the shortfall and Issuer shall make good the Sinking Fund mismatch 15 (Fifteen) days prior to the end of each 6
month block (T-15 days).
Further, in case of shortfall on T-30 days, the amounts lying or credited in the escrow account shall flow into the
Sinking Fund Account for funding the shortfall and shall not be transferred by the Issuer to the general fund account(s)
till the time the shortfall is funded. In case of shortfall still persists in the Sinking Fund Account at 14 (Fourteen) days
prior to the end of each 6 month block (T-14 days), the Debenture Trustee shall trigger the payment mechanism and
shall instruct the Escrow Bank to utilise the PSGF Amount to the extent of the shortfall in the Sinking Fund Account
on or prior to the date falling 10 (ten) days prior to the end of each 6 Month Block (T-10 days).
Further, immediately after the PSGF Amount utilization, the amounts lying or credited in the escrow account shall
flow for the PSGF Amount replenishment and shall not be transferred by the Issuer to the general fund account(s) till
the time the required PSGF Amount is replenished.
In case of shortfall still persists in the Sinking Fund Account at 9 (Nine) days prior to the end of each 6 month block
(T-9 days), the Debenture Trustee shall issue a final notice to the issuer. On the issuance of such notice, the issuer
shall remit the funds to fund the shortfall into the Sinking Fund Account prior to the end of each 6 Month Block (T).
Also, DSRA Amount can be used to meet any shortfall at the time of final redemption date (up to the excess DSRA
amount).
Any surplus amounts available in the Interest Payment Account after making the Coupon payment to Debenture
Holders (which is over and above the Required DSRA Amount) can be used to make good any shortfall in
contribution to Sinking Fund Account to the extent required for redemption of the Bonds on the respective
Redemption Dates.
Further, in the event of any utilization from the PSGF Amount, the Debenture Trustee would issue a notice in writing
to the Issuer to replenish the same within a period of 90 days from the date of utilization. This arrangement shall
continue till the bonds are paid in full to the Bond holders. It is hereby clarified that, notwithstanding the appropriation
of any amount from the Escrow Account to fund the shortfall in Sinking Fund Account, the obligation of the Issuer
to fund the Interest Payment Account and Sinking Fund Account to the extent of the minimum balance no later than
the monthly Transfer Date shall continue until the Final Settlement Date.
The redemption shall be made by the Issuer on the relevant Redemption Dates.
The Debenture Trustee shall keep the Rating Agencies informed of any shortfall in the Interest Payment Account
(including in the Required DSRA Amount), Sinking Fund Account.ANNEXURE-II
A-6
To,
L. Madhubalan, I.A.S.,
Commissioner
Tiruchirappalli City Municipal Corporation
Bharathidasan Road, Cantonment, Tiruchirappalli – 620 001
Tamil Nadu, India
December 16, 2025
Dear Sir/Madam,
Re: Rating Letter for NCD of TIRUCHIRAPPALLI CITY MUNICIPAL CORPORATION
India Ratings and Research (Ind-Ra) has rated Tiruchirappalli City Municipal Corporation's (TCMC) proposed municipal bonds as
follows:
Instrument Type Size of Issue (million) Rating assigned along with Outlook/Watch Rating Action
Proposed municipal bonds*,#INR1,000 Provisional IND AA/Stable Assigned
* The rating is provisional and contingent upon the execution of certain documents and/occurrence of certain steps.
# interest payable half yearly
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
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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
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India Ratings seeks to continuously improve its ratings criteria and methodologies, and periodically updates the descriptions on its website
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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 shouldA-7
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
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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
Dr Devendra Pant
Senior Director
TIRUCHIRAPPALLICITYMUNICIPALCORPORATION 16-December-2025A-8
L. Madhubalan, I.A.S.,
Commissioner
Tiruchirappalli City Municipal Corporation
Bharathidasan Road, Cantonment, Tiruchirappalli – 620 001
Tamil Nadu, India
January 20, 2026
Dear Sir/Madam,
Re: Rating Letter for non-convertible debenture (NCD) programme of TIRUCHIRAPPALLI CITY MUNICIPAL
CORPORATION
This is in reference to the rating action commentary released on 16 December 2025.
India Ratings and Research (Ind-Ra) is pleased to communicate the rating of Tiruchirappalli City Municipal Corporation's (TCMC)
Instrument Type Size of Issue (million) Rating/Outlook
Proposed Municipal Bond* INR1,000 Provisional IND AA/Stable
*The rating is provisional and contingent upon execution of certain documents and/occurrence of certain steps.
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opinions stated therein. The individuals are named for contact purposes only.A-9
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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
Dr Devendra Pant
Senior Director
TIRUCHIRAPPALLICITYMUNICIPALCORPORATION 20-January-2026A-10
India Ratings Assigns Tiruchirappalli City Municipal Corporation's Proposed Municipal
Bonds ‘Provisional IND AA’/Stable
Dec 16, 2025 | Urban Local Bodies
India Ratings and Research (Ind-Ra) has rated Tiruchirappalli City Municipal Corporation's (TCMC) proposed municipal
bonds as follows:
Details of Instruments
Instrument Type Date of Coupon Maturity Size of Issue Rating assigned along with Rating
Issuance Rate Date (million) Outlook/Watch Action
Proposed municipal
- - - INR1,000 Provisional IND AA/Stable Assigned
bonds*,#
*The rating is provisional and contingent upon the execution of certain documents and/occurrence of certain steps. Please
refer to the section, DISCLOSURES FOR PROVISIONAL RTA ING, for additional details as per the Securities and
Exchange Board of India’s (SEBI) Master Circular.
# interest payable half yearly
AnalyticalA pproach
Ind-Ra has taken a standalone view of TCMC while assigning the rating.
Detailed Rationale of the RatingA ction
The rating reflects TCMC’s moderate operational and financial performance of durin g FY21 -FY25 and better service
delivery than other urban local bodies in the jurisdiction , which Ind-Ra expects to continue in the near to medium term. The
nature of the proposed escrowed assets and adequate debt service coverage during the bond tenor also supports the
rating . The rating also considers the stab le performance of assets that are escrowed (tax income (property tax, water
charges and vacan t site tax) ) and the enforceable nature of these collections by the corporation .
Ind-Ra assess es the structured payment mechanism of the bond as strong, which is backed by an escrow account,
interest payment account (IPA) , and a sinking fund account (SFA), and is monitored by the trustee.
Ind-Ra also takes comfort from the one-time credit enhancement facility of INR1 04 million provided by Project
Sustainability Grant Fund (PSGF). The government of Tamil Nadu (GoTN) has created PSGF, which is managed by Tamil
Nadu Urban Infrastructure Financial Services Limited (TNUIFSL). These lien-marked funds will be kept as cash collateral
in the form of security for bondholders for servicing bonds during the tenor. As per the draft structured payment
mechanism, TCMC can utilise these funds in case of a shortfall in the funds in IPA/SFA as per timelines to meet the debt
service obligation of bonds on the due date.
The proposed bond rating does not have the ‘CE’ suffix, as the credit enhancement provided by the GoTN is in the form of
a one-time grant and is not recurring in nature. The GoTN will not replenish the credit enhancement if TCMC utilises the
same. In case PSGF is utilised for the replenishment of funds in IPA/SFA, TCMC has to replenish the PSGF amount from
its own cash flow.The rating also factors in the legal aspects of the proposed structured payment mechanism, which will be monitored
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A-a-11nd
controlled by the debenture trustee (DT). As per the draft term sheet for proposed bonds, TCMC shall set up a separate
no-lien escrow account and the funds lying in account(s), in which the tax income (property tax, water charges, and vacant
site tax), collected by TCMC, shall be transferred for debt servicing. TCMC will maintain a debt service reserve account
(DSRA) in IPA with the required amount equivalent to three semi-annual interest payment requirements (initial DSRA will
be created one day before the pay in date). IPA will be funded with the required amount, equivalentA-7 to semi-annual
interest instalments on a monthly basis, in addition to DSRA. The half-yearly interest amount will be divided into five equal
parts, with each part transferred to IPA every month for five months from the month of issuance/interest payment for
the next interest payment. As per the draft term sheet, the non-convertible debentures will be issued at a fixed rate of
interest, which mitigates the interest rate risk.
The rating also factors in TCMC’s moderate coverage of debt service obligations (interest payment plus principal payment)
which Ind-Ra expects to remain above 1.2x in the near term.
List of Key Rating Drivers
Strengths
-Structured debt servicing mechanism monitored by trustee
-Escrowed revenue likely to be adequate
-Dependence on own revenue sources
-Adequate revenue surplus
-Moderate collection efficiency of taxes
-Adequate capital utilisation
-Better civic services delivery, although some scope for improvement
Weaknesses
-High debt service obligations
Detailed Description of Key Rating Drivers
Structured Debt Servicing Mechanism Monitored by Trustee: The proposed bond’s structured payment mechanism is
strong, backed by upfront cash collateral (a grant fund of the GoTN and managed by TNUIFSL), an escrow account, and a
DSRA with three semi-annual interest payments. The initial DSRA has to be created one day before the pay-in date.
An upfront cash collateral of INR104 million in the form of term deposits, provided by PSGF, will be maintained throughout
the bond tenor. The GoTN has created PSGF, which is managed by TNUIFSL. The cash collateral will be created as term
deposits with the escrow banker once the date of bond issuance is finalised, but not later than one day before the pay-
in/allotment of bonds. Ind-Ra also takes comfort from the credit enhancement facility of INR104 million, in lien marked
funds, which will be kept as cash collateral in the form of additional security for bondholders for bond servicing during the
tenor. As per the draft structured payment mechanism, TCMC can utilise these funds in case of shortfall in the funds in
IPA/SFA as per timelines to meet the debt service obligation of bonds on the due date.
Any shortfall in the funds available in the escrow account for maintaining the monthly minimum balance to complete the
aforesaid transfers to the IPA/SFA account(s) shall be made good by TCMC by transfer from its other account(s).
As per the draft term sheet for the proposed bonds, the three semi-annual requirements of interest payments will always
be maintained as DSRA in IPA and proportionate amount (10% of total issue size) in SFA. TCMC shall set up a separate
no-lien escrow account, and the funds lying in account(s), in which the tax income (property tax, water charges, and
vacant site tax), collected by TCMC, shall be transferred for debt servicing. IPA will be funded with the required amount
equivalent to semi-annual interest instalments in addition to DSRA and the half-yearly interest amount shall be divided into
five equal parts, with each part transferred to IPA every month for the first five months.In case of any shortfalls in the amount required to pay the coupon on the coupon payment date in IPA, 14 days prior to the
coupon payment date, the trustee shall trigger the payment mechanism and instruct the bank to utilise the PSGF amount
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to cover the shortfall by 10 days prior to the interest payment date. Furthermore, In the event of any utilisation from the
PSGF amount, DT will issue a notice in writing to TCMC to replenish the same within 90 days from the date of utilisation.
This arrangement shall continue until the bonds are paid in full to the bond holders.
In case of any shortfalls in the amount required to pay coupon on the coupon payment date in IPA, nine days prior to the
utilisation, the amounts lying or credited in the escrow account shall flow into IPA for DSRA replenishment, and TCMC
shall make good the DSRA amount shortfall within the next 15 days (T+8).
In case of sinking fund mechanism, DT shall check the amount lying to the credit of SFA at 30 days prior to the end of
each six-month block, as per draft term sheet. In case of any sinking fund mismatch, DT shall intimate TCMC of the
shortfall, and TCMC shall make good the sinking fund mismatch 14 days prior to the end of each six-month block. In case
a shortfall persists in SFA at 14 days prior to the end of each six-month block, DT shall trigger the payment mechanism
and shall instruct the escrow bank to utilise the PSGF amount to cover the shortfall in SFA 10 days prior to the end of each
six-month block. Furthermore, in the event of any utilisation from the PSGF amount, DT would issue a notice in writing to
TCMC to replenish the same within a period of 90 days from the date of utilisation. This arrangement shall continue till the
bonds are paid in full to the bond holders.
DT, on behalf of debenture holders, shall have the first and exclusive charge over the escrow account and the account(s)
where the tax income (property tax, water charges, and vacant site tax) is collected and/or pooled by TCMC. DT will
monitor all accounts, and no amount can be withdrawn from these accounts without DT’s approval.
Escrowed Revenue Likely to be Adequate: Ind-Ra expects TCMC’s escrowed tax income (property tax, water charges,
and vacant site tax) receivables to provide adequate coverage for its proposed debt service obligations during the bond
tenor. TCMC’s tax income (property tax, water charges, and vacant site tax) will be escrowed into the escrow account and
should be first utilised to fund any shortfall in the required DSRA amount (in the event of DSRA amount utilisation), PSGF
amount (if the PSGF amount is utilised), IPA, and SFA as per the interest payment and sinking fund mechanism. The funds
should then be utilised to accumulate the minimum balance in the escrow account. The minimum balance shall be the
amount to be transferred to IPA and SFA on the transfer date (last day of any monthly period). TCMC’s escrowed tax
income (property tax, water charges, and vacant site tax) grew at 39.43% CAGR over FY21-FY25. The tax income
increased 3.13% yoy to INR1,882.33 million in FY25 (FY24: INR1,825.14 million). TCMC has collected INR1,328.05
million tax income during April-October 2025. These funds are adequate for funding requirements for interest payment and
SFA for INR1,000 million bonds.
Dependence on Own Revenue Sources: Ind-Ra expects TCMC’s reliance on its own revenue to sustain in the medium
term. The corporation has the ability to generate adequate revenue from its own sources to fund its revenue expenditure.
Tax and non-tax revenue constituted 29% and 28%, respectively, on an average, of the total revenue income over FY21-
FY25. The corporation’s own revenues (tax and non-tax) grew at 15.26% CAGR during FY21-FY25. Own revenue/total
revenue income ratio stood 66.56% in FY25 (FY24: 68.14%). The share of assigned revenue and grants in the total
revenue income averaged around 32% during FY21-FY25, indicating a moderate dependence on grants and a higher
dependence on own income sources to meet its revenue expenditure requirements.
Adequate Revenue Surplus: Ind-Ra believes TCMC will maintain a surplus revenue balance over the medium term, led
by stable tax collections and receipt of grants and contributions. It consistently reported revenue surplus (before
depreciation) during FY22-FY25. The revenue surplus (before depreciation) declined slightly to INR580.97 million in FY25
(FY24: INR678.55 million) due to a fall in miscellaneous income. The corporation received additional revenue grants in
FY24 which were incorrectly booked as miscellaneous income, and these were not received in FY25. The corporation
reported operating margin (revenue surplus margin before interest and depreciation) of above 14.23% during FY22-FY25
and it was 17.92% in FY25.Moderate Collection Efficiency of Taxes: The total number of assessed properties grew moderate at a 1.81% CAAG-1R3
over FY21-FY25. In FY25, the corporation had a total number of assessed properties of 0.26 million, with residential
properties accounting for the highest share at 81%, followed by commercial buildings and others at 19%. The property tax
collection efficiency on overall demand (arrears and current dues) reduced to 77% in FY25 (FY24: 79%) and current
demand reduced to 87% (89%). However, the property tax collection efficiency on overall and current demand remained
healthy above 71% and 84%, respectively, during FY23-FY25.
Adequate Capital Utilisation: Ind-Ra expects capital utilisation ratio to remain adequate above 1x in the medium term.
The proportion of capital expenditure in the total expenditure was 57.07% in FY25 (FY24: 67.66%). The capital utilisation
(capital expenditure/capital income) increased gradually over the period and stood strong above 1.36x during FY24-FY25
(average during FY21-FY25 was 0.94x), as the corporation undertook developmental works, such as several water supply
and sewerage works under the AMRUT scheme.
Better Civic Services Delivery, Although Some Scope for Improvement: TCMC has a better service delivery outcome
than other urban local bodies of similar size and scale. TCMC’s service delivery levels for water supply (95%), sewerage
coverage (70%) and solid waste collection (98%) remained strong in FY25, against the benchmark levels of 100% for
each. The per capita supply of water stood at 126 litres per capita per day in FY25, against the benchmark of 135 litres per
capita per day. However, TCMC’s performance was less than adequate in areas such as continuity of water supply (FY25:
2 hours against benchmark of 24 hours per day).
TCMC has undertaken several works in the areas of water supply, sanitation, and sewerage under the Atal Mission for
Rejuvenation and Urban Transformation Scheme, which Ind-Ra believes would further improve civic services delivery in
the medium term. TCMC undertook these capital works from its own revenue sources combined with grants and loans
from both state and central government. The proposed municipal bonds would further help improve the services delivery.
High Debt Service Obligations: TCMC has taken debt to undertake several projects to improve service delivery for its
citizens. As a result, its debt and debt service obligations are high. However, its debt service coverage ratio (DSCR) is
likely to remain comfortable in the near to medium term. The corporation has availed loans in the past from the state
government, Tamil Nadu Urban Finance and Infrastructure development Corporation Ltd, and Tamil Nadu Urban
Infrastructure Financial Services Limited for various infrastructural development projects in the city. TCMC's debt service
requirements are likely to be about INR657 million and INR891 million in FY26 and FY27, respectively. Ind-Ra expects
TCMC to service the same comfortably from its revenue surplus. TCMC’s DSCR rose to 1.58x in FY25 (FY24: 1.27x), due
to a fall in debt service obligations. TCMC’s debt service obligations/total revenue also reduced to 11.33% in FY25 (FY24:
15.14%).
Liquidity
Adequate: TCMC’s liquidity position is supported by capital grants to fund capex, sizeable cash and bank balances
including fixed deposits investments (as on 30 September 2025: INR3,762.85 million; FY25: INR2,924.31 million), and
unencumbered investments position. The corporation's sustained revenue surplus also supports its liquidity profile.
TCMC’s debt servicing requirement pertaining to bonds of INR1,000 million will be backed by way of an escrow of
receivables from tax income (property tax, water charges, and vacant site tax). TCMC escrowed tax income (property tax,
water charges, and vacant site tax) grew at a 39.43% CAGR over FY21-FY25. The tax income increased 3.13% yoy to
INR1,882.33 million in FY25 (FY24: INR1,825.14 million) and amounted to INR1,328.05 million during April-October 2025.
These funds are adequate for funding requirements for interest payments and SFA for the INR1,000 million bonds.
Rating Sensitivities
Positive: Events that may collectively lead to a positive rating action are:
-the property tax current collection efficiency increasing to or exceeding 90%, on a sustained basis, and
-the DSCR exceeding 2.0x, on sustained basis.
Negative: Events that may, individually or collectively, lead to a negative rating action are:-a breach of financial covenants and a deviation from the structured payment mechanism,
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-a sustained unanticipated increase in the debt levels resulting in DSCR falling below 1.2x,
-a sustained higher dependence on grants and/or deterioration in the revenue,
-the property tax current collection efficiency falling below 55% on a sustained basis, and
-a sustained failure or breach to comply with SEBI’s listing requirements with regard to timely disclosure.
Disclosures for Provisional Rating
1)RATING THAT WOULD HAVE BEEN ASSIGNED IN THE ABSENCE OF THE PENDING STEPS/ DOCUMENTATION
Ind-Ra would have assigned 'IND A' in the absence of the pending steps/documentation.
2) PENDING STEPS/ DOCUMENTATION CONSIDERED WHILE THE ASSIGNING PROVISIONAL RATING AND RISKS
ASSOCIATED WITH THE PROVISIONAL NATURE OF THE CREDIT RATING:
Sr. Pending documentation/steps considered while Risks associated with the provisional nature of
No. assigning provisional rating the credit rating in the absence of completed
documentation/steps
1. Final term sheet Weaker structure and monitoring; risks to
2. Final information memorandum along with all annexures timeliness of payment; lower protection to
3. Final debenture trustee agreement investors.
4. Final escrow agreement
5. Final debenture trust deed
6. Statement of interest payment account showing required Pending funding of DSRA may increase
DSRA amount (three semi-annual interest instalment), one vulnerability to cashflow mismatches and a risk of
day prior to the pay-in date timely debt servicing.
7. Statement of PSGF creation showing INR104 million
*Additionally, any other relevant documents executed for the transaction should be provided to the agency.
3)VALIDITY PERIOD
The final rating, upon the receipt of executed documents consistent with the draft documents, shall be assigned within 90
days from the date of issuance of the instrument. The provisional rating may be extended by another 90 days, subject to
Ind-Ra’s policy, if the execution of the documents is pending.
Any Other Information
Bond Usage: TCMC proposes to utilise the bond proceeds to finance the construction of an integrated wholesale and
retail market at Old Madurai Road in Panjapur, Tiruchirappalli (Tamil Nadu). The estimated construction cost of the project
of INR2,360 million is to be met through a bond issuance of INR1,000 million, GoTN share of INR1,280 million, and
internal accruals of the ULB to the tune of INR80 million.
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 TCMC, 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
TCMC is an urban local body for the city of Tiruchirappalli in the Tiruchirappal district of Tamil Nadu, India. Tiruchirappalli
was founded as a municipality in 1866 and upgraded to a municipal corporation in 1994. The city was divided into five
administrative zones and 65 wards for effective administration. The corporation is responsible for certain obligatory anddiscretionary services such as supply of portable water, sewerage, solid waste management, primary education services,
health and medical services, street lighting, and city centres across the city, to facilitate delivery of municipal services to its
citizens. A-15
Key Financial Indicators
Particulars (INR million) FY25 FY24
Revenue income 4,626.97 4,807.91
Revenue expenditure 4,046.00 4,129.36
Revenue surplus/(deficit) before depreciation 580.97 678.55
DSCR (x) 1.58 1.27
Debt payment/revenue income (%) 11.33 15.14
Source: TCMC, Ind-Ra
Status of Non-Cooperation with previous rating agency
Not applicable
Rating History
Instrument Type Current Rating/Outlook
Rating Type Rated Limits (million) Rating
Proposed municipal bonds Long-term INR1,000 Provisional IND AA/Stable
Complexity Level of the Instruments
Instrument Type Complexity Indicator
Municipal bonds Moderate
For details on the complexity level of the instruments, please visit https://www.indiaratings.co.in/complexity- indicators.
Annexure
ANNEXURE - I
INSTRUMENT’s FINANCIAL COVENANTS
TCMC shall, at all times till the debentures are outstanding, ensure that the total amount collected in the escrow account in any financial year shall be at
least 2x the annual payments amount. For the purpose of this term sheet, the term ‘annual payments’ shall, in respect of any financial year, mean the
aggregate of: (a) the coupon payable in such year (in relation to the present bond issue and any further borrowings); (b) the portion of principal amount of
the debentures which are required to be deposited by TCMC into SFA in such financial year (in relation to the present bond issue and any further
borrowings); and (c) the principal repayment amount (in relation to the further borrowings where sinking fund is not created), in terms hereof.
So long as the eligibility conditions are met, TCMC shall be entitled to raise further financial indebtedness based on its cash flows including the cash flows
through the escrow account, provided that it is clarified that nothing in this provision should be construed to permit the creation of any encumbrance over
the hypothecated property without the express prior written consent of DT.
For the purpose of this term sheet, the term ‘eligibility conditions’ shall mean the following conditions:
(a)the annual payments ratio is maintained by TCMC,
(b)there is no shortfall in the contribution to the escrow account, IPA (including towards maintenance of the required DSRA amount), SFA which has not
been made good by TCMC in terms of the transaction documents, and
(c)no event of default has occurred.
Annexure – II
Draft Structured Payment Mechanism for Proposed Bonds1. TCMC shall open the following accounts for servicing the coupon and principal amount of the debentures for the exclusive benefit of the debenture
holders:
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a)Escrow account
b)IPA
c)SFA
2.TCMC shall set up a separate no-lien escrow account and the funds lying in account(s) in which the tax income (tax income means property tax, water
charges, and vacant site tax) is collected and/ or pooled by TCMC shall be transferred to the escrow account for debt servicing on daily basis. The debenture
holders/DT on behalf of debenture holders shall have the first and exclusive charge over the escrow account and the account(s) where the tax income is
collected and/or pooled by TCMC.
3. IPA is an account from which interest payments on the debentures will be serviced. Also, the required DSRA amount will be maintained as per the
requirements in the SEBI circular in relation to ‘Continuous Disclosures and Compliances by Listed Entities under SEBI (Issue and Listing of Municipal Debt
Securities) Regulations, 2015’, dated 13 November 2019, bearing reference no. SEBI/HO/DDHS/CIR/P/134/2019.
4.SFA is an account from which the principal redemptions of STRPPs/NCDs will be made.
Escrow Mechanism
5.The funds lying in the escrow account shall be used in the following priority:
a)The funds should be first utilised to fund any shortfall in the required DSRA amount (in case of utilisation of the DSRA amount), PSGF amount (in case of
utilisation of the PSGF amount), IPA, and SFA as per the interest payment and sinking fund mechanism defined.
b)The funds should be then utilised to accumulate the minimum balance in escrow account. The minimum balance to be maintained in any monthly period
expiring on the transfer date (transfer date here means last date of any monthly period) shall be the amount to be transferred to IPA and SFA on the transfer
date.
c)The minimum balance shall not be used for any purpose other than transfer to IPA and SFA.
d)The surplus funds, if any, after first accumulating the minimum balance, can thereafter be transferred to the general fund account(s) in accordance with
the directions of TCMC from time to time, after DT gives a one-time written instruction providing for such transfer for such monthly period. However, in case
of a shortfall in any of the IPA (including towards maintenance of the required DSRA amount), PSGF amount (in case of utilisation of the PSGF amount) or
SFA, no transfer to the general fund account(s) shall be effected, and the surplus funds shall first be utilised towards funding the relevant account in which
there is a shortfall.
On a monthly basis, on each transfer date, the minimum balance maintained as indicated above shall be transferred to IPA and SFA.
IPA: The half-yearly interest amount shall be divided into five equal parts and each part shall be transferred to IPA every month for five months. Accordingly,
20% of the half yearly coupon payment (along with any further interest payable as per the terms of the issuance and any shortfall in earlier contribution)
shall be transferred to IPA each month as follows:
(i)1st half year - from 1st to 5th month
(ii)2nd half year - from 7th to 11th month
SFA: The total issue size of the debentures (INR1,000 million) shall be divided into 20 parts and each part (INR50 billion) shall be transferred to SFA in each of
the half years starting from 1st to 10th year.
Any shortfall in the funds available in the escrow account to complete the aforesaid transfers to the above account(s) shall be made good by TCMC by
transfer from its other account(s).
PSGF Amount and its Replenishment
The GoTN shall create a grant fund, PSGF, in the form of a term deposit for INR104 million (PSGF amount) as a one-time credit enhancement facility under
World Bank-assisted Tamil Nadu Climate Resilient Urban Development Program, with funds available in PSGF under the credit enhancement facility.
The bond issue proceeds should be used for the construction of an integrated wholesale and retail market at Old Madurai Road in Panjapur, Tiruchirappalli
(Tamil Nadu).
The said term deposit amount shall be created in the name of PSGF by PSGF with the trustee banker/escrow banker of the bond issue once the date of the
issue of bond is finalised but, in any case, no later than one day before the pay-in/allotment of bonds.
In the case of the PSGF amount is utilised, TCMC shall recoup the same within a period of 90 days from the date of utilisation. This arrangement will continue
till the bond is paid in full to the bond holders.The escrow banker (on the instructions of the bond/DT) will utilise the PSGF amount
if there are insufficient funds in TCMC’s escrow account/IPA/SFA as per the timelines indicated under the structured payment mechanism in the
term sheet, and
if there is a payment default or event of default, to meet all the outstanding interest and principal obligations to the bond holders.
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DT (on behalf of the bond holders) shall have the first and exclusive charge over the PSGF amount, term deposit created for this bond issue.
Interest Payment Mechanism (T-interest payment date)
Trigger date Action
T-25 DT shall check the amount lying to the credit of IPA (which is over and above the required DSRA amount) at 25 days prior to the
coupon payment date (T-25 days).
In case of any shortfall in the amount required to make payment of coupon on the coupon payment date in IPA (calculated based on
the amounts available in addition to the required DSRA amount), DT shall intimate TCMC of the shortfall, and TCMC shall make good
the shortfall 15 days prior to the coupon payment date (T-15 days).
The amounts lying or credited in the escrow account shall flow into IPA for funding the shortfall and shall not be transferred by TCMC
to the general fund account(s) till the time the shortfall is funded.
T-14 In case of a shortfall in the amount required to make payment of coupon on the coupon payment date in IPA (calculated on the basis
of the amounts available in addition to the required DSRA amount) 14 days prior to the coupon payment date (T-14 days), DT shall
trigger the payment mechanism and shall instruct the bank to utilise the PSGF amount to cover the shortfall 10 days prior to the
interest payment date (T-10 days).
Furthermore, immediately after the PSGF amount utilisation, the amounts lying or credited in the escrow account shall flow for the
PSGF amount replenishment and shall not be transferred by TCMC to the general fund account(s) till the time the required PSGF
amount is replenished.
T-9 In case of shortfall in the amount required to make payment of coupon on the coupon payment date in IPA (calculated on the basis of
the amounts available in addition to the required DSRA amount) nine days prior to the coupon payment date (T-9 days), DT shall
trigger the payment mechanism.
The trustee shall instruct the bank to utilise the DSRA amount to the extent of the shortfall in the amount eight days prior to the
interest payment date (T-8 days).
T-7 In case the DSRA amount (or part thereof) is utilised to fund the shortfall in the amount required to make payment of the coupon in
respect of any coupon payment date, immediately after DT has instructed the bank to utilise the DSRA amount as above and in any
event prior to seven days of the relevant coupon payment date (T-7 days), DT would issue a final notice in writing to TCMC. On the
issuance of such notice, TCMC shall make good the DSRA amount shortfall within the next 15 days (T+8 days).
Furthermore, immediately after the DSRA utilisation, the amounts lying or credited in the escrow account shall flow into the interest
payment account for DSRA replenishment and shall not be transferred by TCMC to the general fund account(s) till the time the
required DSRA amount is replenished.
T The coupon shall be paid by TCMC on the coupon payment date.
Source: TCMC
DSRA and PSGF replenishment
In case the DSRA amount (or part thereof) is utilised to fund the shortfall in the amount required to make payment of the coupon in respect of any coupon
payment date, immediately after DT has instructed the bank to utilise the DSRA amount as above and in any event prior to seven days of the relevant coupon
payment date (T-7 days), DT would issue a final notice in writing to TCMC. On the issuance of such notice, TCMC shall make good the DSRA amount shortfall
within next 15 days (T+8 days). Moreover, immediately after the DSRA utilisation, the amounts lying or credited in the escrow account shall flow into the IPA
for DSRA replenishment and shall not be transferred by TCMC to the general fund account(s) till the time the required DSRA amount is replenished.
Also, In the event of any utilisation from the PSGF amount, DT would issue a notice in writing to TCMC to replenish the same within of 90 days from the date
of utilisation. This arrangement shall continue till the bonds are paid in full to the bond holders.
Principal Repayment (Sinking Fund) Mechanism
Trigger date Action
T-30 DT shall check the amount lying to the credit of SFA at 30 days prior to the end of each six-month block.
In case of any sinking fund mismatch, DT shall intimate TCMC of the shortfall and TCMC shall make good the sinking fund mismatch 15
days prior to the end of each six-month block (T-15 days).T-14 Furthermore, in case of a shortfall on T-30 days, the amounts lying or credited in the escrow account shall flow into SFA for funding
the shortfall and shall not be transferred by TCMC to the general fund account(s) till the time the shortfall is funded. In case of the
shortfall still persists in SFA at 14 days prior to the end of each six-month block (T-14 days), DT shall trigger the payment mechanism
and instruct the escrow bank to utilise the PSGF amount to the extent of the shortfall 10 days prior to the end of each six-month block
(T-10 days). A-18
In addition, immediately after the PSGF amount utilisation, the amounts lying or credited in the escrow account shall flow for the
PSGF amount replenishment and shall not be transferred by TCMC to the general fund account(s) till the time the required PSGF
amount is replenished.
Furthermore, in the event of any utilisation from the PSGF amount, DT would issue a notice in writing to TCMC to replenish the same
within 90 days from the date of utilisation. This arrangement shall continue till the bonds are paid in full to the bond holders.
T-9 In case the shortfall still persists in in the SFA at nine days prior to the end of each six-month block (T-9 days), DT shall issue a final
notice to TCMC. On the issuance of such notice, TCMC shall remit the funds to fund the shortfall into SFA prior to the end of each six-
month block (T).
T Last date to fund the shortfall in SFA in each six-month block
Source: TCMC
Contact
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A-19
APPLICABLE CRITERIA AND POLICIES
Evaluating Corporate Governance
Policy on Provisional Ratings
Local and State Government Rating Criteria
The Rating Process
DISCLAIMER
All credit ratings assigned by india ratings are subject to certain limitations and disclaimers. Please read these limitations and disclaimers by
following this link: https://www.indiaratings.co.in/rating-definitions. In addition, rating definitions and the terms of use of such ratings are
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times. 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.A-20
No. CARE/HRO/RL/2025-26/1719
Shri L. Madhubalan, I.A.S
Commissioner
Tiruchirappalli City Municipal Corporation
1, Triuchirapalli Municipal Corporation,
Bharathidasan Street, Cantonment
Trichy
Tamil Nadu 620001
January 23, 2026
Confidential
Dear Sir,
Credit rating for proposed bond issue
Please refer to your request for rating of proposed bond issue of Rs.100 crore for your corporation. The proposed bond
would have tenure of 10 years with equal semi-annual repayments starting from the end of 5 years and six months
from the date of issue.
2. The following ratings have been assigned by our Rating Committee:
Amount
Sr. No. Instrument Rating1 Rating Action
(₹ crore)
Provisional CARE
1. Bonds 100.00 Assigned
AA-; Stable
Rating in the absence of the pending steps/documents CARE A-
3. Further, the above rating is provisional and will be confirmed once the Company submits copies of relevant
executed documents, to the satisfaction of CARE Ratings Ltd. CARE Ratings Ltd. shall issue the final rating letter,
press release and rating report at the time of confirmation of the rating.
4. Please arrange to get the rating revalidated, in case the proposed issue is not made within a period of six months
from the date of our initial communication of rating to you (that is January 22, 2026).
5. In case there is any change in the size or terms of the proposed issue, please get the rating revalidated.
6. Please inform us the below-mentioned details of issue immediately, but not later than 7 days from the date of
placing the instrument:
1Complete definitions of the ratings assigned are available at www.careratings.com and in other CARE Ratings Ltd.’s publications.
CARE Ratings Limited
401, Ashoka Scintilla, 3-6-520, Himayat Nagar, Corporate Office :4th Floor, Godrej Coliseum,
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CIN-L67190MH1993PLC071691
Page 1 of 3A-21
Name and
Issue
Coupon contact Details
Instrument Size Coupon Terms of Redemption
ISIN Payment details of of top 10
type (Rs Rate Redemption date
Dates Debenture investors
cr)
Trustee
7. Kindly arrange to submit to us a copy of each of the documents pertaining to the NCD issue, including the offer
document and the trust deed.
8. The press release and rating report for the rating will be communicated to you separately.
9. CARE Ratings Ltd. reserves the right to undertake a surveillance/review of the rating from time to time, based
on circumstances warranting such review, subject to at least one such review/surveillance every year.
10. CARE Ratings Ltd. reserves the right to revise/reaffirm/withdraw the rating assigned as also revise the outlook,
as a result of periodic review/surveillance, based on any event or information which in the opinion of CARE
Ratings Ltd. warrants such an action. In the event of failure on the part of the entity to furnish such information,
material or clarifications as may be required by CARE Ratings Ltd. so as to enable it to carry out continuous
monitoring of the rating of the bank facilities, CARE Ratings Ltd. shall carry out the review on the basis of best
available information throughout the life time of such bank facilities. In such cases the credit rating symbol shall
be accompanied by “ISSUER NOT COOPERATING”. CARE Ratings Ltd. shall also be entitled to
publicize/disseminate all the afore-mentioned rating actions in any manner considered appropriate by it, without
reference to you.
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may involve acceleration of payments in case of rating downgrades. However, if any such clauses are introduced
and if triggered, the ratings may see volatility and sharp downgrades.
12. Users of this rating may kindly refer our website www.careratings.com for latest update on the outstanding
rating.
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entrusting this assignment to CARE Ratings Ltd.
Thanking you,
Yours faithfully,
CARE Ratings Limited
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Hyderabad - 500 029 Somaiya Hospital Road, Off Eastern Express
Phone: +91-40-4010 2030 Highway, Sion (E), Mumbai - 400 022
Phone: +91-22-6754 3456 • www.careedge.in
CIN-L67190MH1993PLC071691
Page 2 of 3A-22
Sriram Gurujala Goud Tej Kiran
Lead Analyst Associate Director
sriram.goud@careedge.in tej.kiran@careedge.in
Encl.: As above
Disclaimer
This disclaimer pertains to the ratings issued and content published by CARE Ratings Limited (“CareEdge Ratings”). Ratings are opinions on the
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CARE Ratings Limited
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Hyderabad - 500 029 Somaiya Hospital Road, Off Eastern Express
Phone: +91-40-4010 2030 Highway, Sion (E), Mumbai - 400 022
Phone: +91-22-6754 3456 • www.careedge.in
CIN-L67190MH1993PLC071691
Page 3 of 3Press Release
Tiruchirappalli City Municipal Corporation
January 23, 2026 A-23
3
Facilities/Instruments Amount (₹ crore) Rating1 Rating Action
Bonds 100.00 Provisional CARE AA-; Stable Assigned
Details of instruments/facilities in Annexure-1.
Rating in the absence of pending steps/ documents CARE A-
Rationale and key rating drivers
The rating assigned to proposed bond of Tiruchirappalli City Municipal Corporation (TCMC) factor in the Trustee-administered
structured payment mechanism (SPM) for bond through creation of an escrow account for property tax, water charges and vacant
site tax collections, with priority to service proposed bonds ahead of other debt, and stipulated reserves in the form of debt service
reserve account (DSRA), interest payment account (IPA) and sinking fund account (SFA). The rating also takes comfort from
payment security guarantee fund (PSGF) of ₹10.40 crore (covering one semi-annual coupon), which can be used to replenish
shortfall in the IPA/SFA. The PSGF is a non-lapsable fund created by the Government of Tamil Nadu (GoTN) to provide grants for
implementing urban infrastructure projects in Tamil Nadu and is managed by Tamil Nadu Urban Infrastructure Financial Services
Limited (TNUIFSL). This PSGF will be lien marked and kept as collateral as security for bondholders for servicing bonds in the
tenor.
TCMC has proposed borrowing in the form of bond issuance, and comfort is derived from the 2x coverage (of annual debt
servicing) stipulated in the structured payment mechanism and TCMC’s cashflows comfortably covering it. The structure also
stipulates routing the designated revenue collection in the escrow account 1.5x of outstanding bonds annually.
The rating factors in TCMC’s importance to Tamil Nadu as fourth largest municipal corporation in the state. Tiruchirappalli (Trichy)
is fourth largest city in Tamil Nadu and is a key economic hub and a vital centre for major public sector companies and the
agriculture sector, making it strategically important to the state. This is reflected by timely receipt of revenue grants and capital
grants from GoTN. The rating also factors in the satisfactory service delivery track record parameters.
The rating also factors in the corporation’s satisfactory financial profile with consistent growth in revenue receipts (RR) reported
y-o-y, with strong collection efficiency and adequate own revenue share (67%). Led by increase in property tax and State Finance
Commission grants, TCMC’s revenue receipts grew at a compound annual growth rate (CAGR) of 13% from ₹248 crore in FY21
(FY refers to period April 01 to March 31) to ₹463 crore in FY25.
However, the rating is constrained by TCMC’s limited autonomy in levying taxes, its dependence on state government grants, a
relatively modest economic base and high debt level. Given the growth and expansion of the corporation area, capex requirements
are on an increasing trend and the ability of the corporation to manage the same while maintaining its financial position will be
important from the credit perspective.
This rating is provisional and will be confirmed once the company submits following documents to the satisfaction of CARE Ratings
Limited (CareEdge Ratings):
a. Transaction documents including debenture trust deed.
b. Escrow agreement.
c. Final Information memorandum.
d. Fixed deposit (FD) statement for upfront PSGF creation.
Rating sensitivities: Factors likely to lead to rating actions
Positive factors
• Growth in the size of the corporation with a sustained revenue surplus.
Negative factors
• De-growth in revenue surplus on a sustained basis.
• Significant increase in debt levels, impacting the liquidity profile.
• Non-adherence to the SPM per the debenture trust deed (DTD) with reduction in escrowed revenue coverage for bonds
below 1.5x on a sustained basis.
• Non-maintenance of the stipulated DSRA/sinking fund and PSGF balances.
1Complete definition of ratings assigned are available at www.careratings.com and other CARE Ratings Limited’s publications.
1 CARE Ratings Ltd.Press Release
Analytical approach:
Standalone, including trustee-monitored structured payment mechanism involving escrow of property tax, water charges anAd -24
vacant site tax revenue with priority towards debt servicing of bonds, creation of IPA and SPA and DSRA provision for three semi-
annual interest payments.
Outlook: Stable
TCMC is expected to maintain a comfortable financial profile with steady growth in revenue receipts, consistent revenue surplus
generation, and a comfortable liquidity position.
Detailed description of key rating drivers:
Key strengths
Trustee-monitored SPM
The bond issuance is backed by Trustee administered SPM. Under the SPM, Issuer shall set up separate no-lien escrow account
and the funds lying in account(s) in which the property tax, water charges and vacant site tax charges gets collected and/ or
pooled by the Issuer shall be transferred to the escrow account for debt servicing on a daily basis. The debenture trustee, on
behalf of debenture holders, will have the first and exclusive charge in the escrow account and accounts where the property tax,
water charges and vacant site tax are collected and pooled by the Issuer.
Salient features of the SPM include:
i. The funds should be first utilised to fund shortfall in required DSRA amount (in case of utilisation of the DSRA amount),
IPA and the SFA per the interest payment and sinking fund.
ii. Thereafter, funds should be utilised to accumulate minimum balance in escrow account. The minimum balance to be
maintained in any monthly period, expiring on the transfer date shall be the amount to be transferred to the IPA and SFA
on the transfer date
iii. IPA - Half-yearly interest amount shall be divided into five equal parts, and each part shall be transferred to IPA every
month for five months. Accordingly, 20% of the half yearly coupon payment (and further interest payable (by whatsoever
name called) per terms of the issuance and shortfall in earlier contribution) shall be transferred to IPA each month:
o for the 1st half-year, from the 1st to the 5th month.
o for the 2nd half-year, from the 6th to the 10th month.
iv. SFA - Total issue size of debentures (₹100 crore) divided into 20 equal parts of ₹5 crore, each shall be transferred SFA in
each of half years starting from the 1st to 10th year. Each half year transfer of ₹5 crore shall be subdivided into five equal
sub-parts of ₹1 crore, which shall be transferred to the SFA every month for the first five months of each half-year.
Accordingly, 5% of the total issue size shall be transferred annually over 20 half years. In the event of shortfall in funds
available in the escrow account to complete these transfers, the Issuer shall make good the deficit by transferring funds
from other account(s) of the Issuer.
v. The surplus funds, after first accumulating the minimum balance can thereafter be transferred to the general fund
account(s), after a one-time written instruction providing for such transfer is given by the Debenture Trustee for such
monthly period.
Total amounts collected in the escrow account shall be 2x of monthly debt servicing and at least 1.5x of the bond issue in any
financial year.
PSGF is a grant fund of GoTN and managed by TNUIFSL, which will create a term deposit in the name of PSGF equivalent to
₹10.4 crore with the Trustee Banker / Escrow Banker of the municipal bond issue of the Corporation as Credit Enhancement
Facility under World Bank assisted Tamil Nadu Resilient Urban Development Program (TNCRUDP) for the issuance of the municipal
bond ("PSGF Amount"). The debenture trustee on behalf of bondholders will have first and exclusive charge over the Project
Sustainability Grant Fund (PSGF Amount) term deposit created for this bond issue.
The debenture trustee on behalf of bondholders will have first and exclusive charge over the PSGF FD, IPA (including the DSRA
Amount) and SFA opened for the Issue, funds lying in each account and investments made from these accounts. No amount can
be withdrawn from these accounts without the approval of the debenture trustee.
The SPM also stipulates T minus structure (T = bond payment date) for servicing interest and principal repayment.
2 CARE Ratings Ltd.Press Release
Satisfactory financial performance with healthy share of own revenue
The corporation reported a CAGR of 13% in revenue from FY21-FY25 (from ₹248 crore in FY21 to ₹463 crore in FY25). The owAn -2 5
revenue share has been comfortable at ~ 67% of overall revenue receipts in FY25 (68% for FY24). It also stood at an average
of 67% for the last five years. TCMC’s own revenue mainly comes from tax revenue of ₹152 crore (33%), service fees and charges
of ₹123 crore (27%) and other income of ₹33 crore (7%).
The corporation reported an adjusted revenue surplus (adjusting for incremental debtors) from FY21-FY25. Adjusted revenue
surplus in FY25 stood at ₹55 crore compared to ₹88 crore in FY24. The reduction was due to one-time high income, considering
₹37.60 crore received in FY24. Revenue surplus/revenue receipts has been 10-14% for three years; FY23-25.
The property tax collection efficiency on a current basis stood at ~98% in FY25 and for the last three years has been an average
of 105% The corporation has been undertaking measures to improve property tax collection such as drone surveys, GIS mapping
and offering discounts for early payments.
Satisfactory operational track record
TCMC has satisfactory service level benchmarks with scope for improvement. About 95% of the population has access to piped
water supply. The present per capita water supply is 126 litres per person capita per day (LPCD) against the target of 135 LPCD.
Sewerage coverage is 100% and the solid waste coverage is 98%. Existing underground sewerage system covers ~80% of the
municipal limits with 373 km of sewer collection system.
Key weaknesses
Modest economic base
Despite being the fourth-largest city in Tamil Nadu, TCMC exhibits a moderate economic base, contributing ~4% to state gross
domestic product (GDP). The city’s economy significantly depends on public sector undertakings such as Bharat Heavy Electronics
Limited, High Energy Projectile Factory and Ordnance Factory, which limits diversification and exposes the local economy to
sector-specific risks. Consequently, overall scale of municipal operations remain moderate, reflecting limited economic depth and
a narrow revenue-generating base.
Relatively high debt levels
TCMC has a total debt outstanding of ₹483 crore on September 30, 2025. Loans taken by the corporation are for infrastructural
projects undertaken by the corporation. External borrowings of TCMC include loans from Tamil Nadu Urban Finance and
Infrastructure Development Corporation (TUFIDCO) and TNUIFSL. The corporation has proposed bond issuance of ₹100 crore for
the vegetable market project at Panjappur. Despite rising debt levels, debt coverage metrics have been complemented by revenue
growth, continuity of which shall be an important factor from a credit perspective. TCMC’s debt-to-revenue receipts ratio stood
at 1.01x on March 31, 2025.
Limited autonomy in levying taxes and dependence on state government for capex.
TCMC has limited autonomy in levying and revising taxes, as major fiscal decisions are governed by the policy framework of
GoTN. The corporation’s power to introduce new taxes or revise existing rates, such as property tax or user charges, is subject
to state-level approvals and guidelines. This restricts TCMC’s flexibility in augmenting its revenue base in response to rising
expenditure needs or inflationary pressures. However, the GoTN mandates incremental property tax by 6% on an annual basis
which is expected to support the revenue profile.
Capex for the corporation depends on the state government, as it is mostly funded from state government grants.
Liquidity: Adequate
TCMC’s liquidity position is adequate, supported by a revenue surplus and cash balances of ₹292 crore on March 31, 2025, against
loan repayments of ₹41 crore due in FY26. Repayment of the proposed bond will start from the fourth year of the deemed date
of allotment, providing near-term flexibility. TCMC will maintain a DSRA and a sinking fund in the form of fixed deposits for the
proposed bonds, further strengthening liquidity. For existing loans, repayments are serviced through State Finance Commission
(SFC) grants and cashflows of the corporation. CareEdge Ratings expects TCMC’s liquidity profile to remain comfortable in the
medium term, aided by structured payment mechanisms and stable revenue receipts.
3 CARE Ratings Ltd.Press Release
Assumptions/Covenants:
• DSRA of three semi-annual coupon payments have to be maintained. A-26
• Total tax amounts collected in the escrow account in a financial year will be at least 1.5x the amount of borrowed amount.
• The Issuer shall maintain minimum annual escrow collections of at least 2x the annual payments during the bond tenure.
• Interest payment and principal repayment mechanism.
Date Event Measure if a shortfall occurs
Interest Payment Account
T-25 Trustees will check the amount in the Intimate TCMC to make good for the shortfall in the interest
interest payment account. payment account 15 days before the coupon payment date.
T-14 Trustees shall re-check the amount in Trustees will trigger the payment mechanism, and the bank will be
interest payment account instructed to utilise the PSGF amount to the extent of shortfall in
the amount required to make the coupon payment prior to 10 days
before the coupon payment date.
T-9 Trustees shall re-check the amount in Trustees will trigger the payment mechanism, and the bank will be
interest payment account instructed to transfer the shortfall amount from DSRA to the
interest payment account eight days before the coupon payment
date. TCMC shall make good the DSRA Amount Shortfall within next
15 days (T+8).
T TCMC shall pay the interest on the due -
date.
Sinking Fund Account
T-30 Trustees shall check credit in the sinking Intimate TCMC (and GoTN shall be informed by marking a copy to
fund account GoTN) of the shortfall and TCMC shall make good the shortfall
before the date falling 15 days before the end of each 6-month
block (T-15 days).
T-14 Trustee shall trigger the payment The Escrow banker is issued notice for blocking the collection of
mechanism and issue notice to the issuer funds being received in escrow account till such time the shortfall
and inform Govt. of TN by marking a
is not met.
copy of the notice.
In case of shortfall, the trustee shall trigger the payment
mechanism and shall instruct the Escrow Bank to utilise the PSGF
Amount to the extent of the shortfall on or prior to the date falling
10 (ten) days prior to the end of each six Month Block (T-10 days).
T-9 Trustees shall re-check the amount in If the shortfall continues to persist at nine days before the end of
sinking fund account each 6-month block (T-9 days), the Trustee shall issue a final notice
to the Issuer. Upon receipt of such notice, the Issuer shall fund the
shortfall in the SFA before the end of the 6-month block.
T TCMC shall pay the redemption amount -
on the due date.
In the event of any utilisation from the PSGF Amount, the Debenture Trustee would issue a notice in writing to the Issuer to
replenish it within 90 days from the date of utilisation. This arrangement shall continue till bonds are paid in full to bondholders.
Environment, social, and governance (ESG) risks: Not applicable
Applicable criteria
Assignment of Provisional Ratings
Definition of Default
Liquidity Analysis of Non-financial sector entities
Rating Outlook and Rating Watch
Urban Infrastructure Projects
Validity of provisional rating:
Provisional rating shall be converted into a final rating after receipt of transaction documents duly executed/ completion of
mentioned steps within 90 days from the instrument’s date of issuance. An extension of 90 days may be granted on a case-to-
case basis in line with CareEdge Ratings’ Policy on Assignment of Provisional Ratings.
Risks associated with provisional nature of credit rating:
When a rating is assigned pending execution of certain critical documents or steps to be taken, it is a ‘Provisional’ rating indicated
by prefixing ‘Provisional’ before the rating symbol. On execution of critical documents to the satisfaction of CareEdge Ratings, the
final rating is assigned. In absence of documents/ completion of steps or where such documents deviate significantly from those
considered, provisional rating will be reviewed in line with the Policy on Assignment of Provisional Ratings.
4 CARE Ratings Ltd.Press Release
About the company and industry
Industry classification A-27
Macroeconomic indicator Sector Industry Basic industry
Services Services Public services Urban local bodies
TCMC is the civic body governing Trichy, Tamil Nadu. Established as a municipality in 1866, it was upgraded to a corporation in
1994. Covering 167.23 sq. km, TCMC oversees urban planning, sanitation, water supply, roads, and public health. Trichy is a
major educational and industrial hub, and has a rich cultural and historical legacy, with landmarks such as Rockfort and Srirangam
Temple. The corporation focuses on infrastructure development, smart city initiatives, and sustainable urban governance. It is
divided into 65 wards, each represented by elected councillors, with an appointed commissioner managing day-to-day
administration.
Brief Financials (₹ crore) FY24 (A) FY25 (A) H1FY26 (UA)
Reported revenue receipts 481 463 355
Reported revenue surplus 68 58 128
Revenue surplus/deficit** 88 55 38
Revenue surplus/Revenue receipts (%)** 17.64 11.93 14.48
Own revenue/Revenue receipts (%) 68.16 66.56 74.74
**Adjusted for incremental debtors and excluding depreciation
A: Audited UA: Unaudited; Note: these are latest available financial results
Status of non-cooperation with previous CRA: Not applicable
Any other information: Not applicable
Rating history for last three years: Annexure-2
Detailed explanation of covenants of rated instrument / facility: Annexure-3
Complexity level of instruments rated: Annexure-4
Lender details: Annexure-5
Annexure-1: Details of instruments/facilities
Name of the Date of Coupon Maturity Size of the Issue Rating Assigned and
ISIN
Instrument Issuance Rate (%) Date (₹ crore) Rating Outlook
Bonds Provisional CARE AA-;
- - - -* 100.00
(Proposed) Stable
*proposed bond is for 10 years with repayment commencing post five and half years from date of allotment
Annexure-2: Rating history for last three years
Current Ratings Rating History
Date(s) Date(s) Date(s) Date(s)
Name of the
and and and and
Sr. No. Instrument/Bank Amount
Rating(s) Rating(s) Rating(s) Rating(s)
Facilities Type Outstanding Rating
assigned assigned assigned assigned
(₹ crore)
in 2025- in 2024- in 2023- in 2022-
2026 2025 2024 2023
Provisional
1 Bonds LT 100.00 CARE AA-;
Stable
LT: Long term
Annexure-3: Detailed explanation of covenants of rated instruments/facilities: Not applicable
5 CARE Ratings Ltd.Press Release
A-28
Annexure-4: Complexity level of instruments rated
Sr. No. Name of the Instrument Complexity Level
1 Bonds Simple
Annexure-5: Lender details: Not applicable
Note on complexity levels of rated instruments: CareEdge Ratings has classified instruments rated by it based on
complexity. Investors/market intermediaries/regulators or others are welcome to write to care@careedge.in for clarifications.
6 CARE Ratings Ltd.Press Release
Contact us
A-29
Media Contact Analytical Contacts
Mradul Mishra Rajashree Murkute
Director Senior Director
CARE Ratings Limited CARE Ratings Limited
Phone: +91-22-6754 3596 Phone: +91-22-6837 4474
E-mail: mradul.mishra@careedge.in E-mail: rajashree.murkute@careedge.in
Relationship Contact Puja Jalan
Director
Ankur Sachdeva CARE Ratings Limited
Senior Director Phone: +91-40-4002 0131
CARE Ratings Limited E-mail: puja.jalan@careedge.in
Phone: +91-22-6754 3444
E-mail: Ankur.sachdeva@careedge.in Tej Kiran Ghattamaneni
Associate Director
CARE Ratings Limited
Phone: +91-40-4002 0131
E-mail: tej.kiran@careedge.in
About us:
Established in 1993, CareEdge Ratings is one of the leading credit rating agencies in India. Registered under the Securities and
Exchange Board of India, it has been acknowledged as an External Credit Assessment Institution by the RBI. With an equitable
position in the Indian capital market, CareEdge Ratings provides a wide array of credit rating services that help corporates raise
capital and enable investors to make informed decisions. With an established track record of rating companies over almost three
decades, CareEdge Ratings follows a robust and transparent rating process that leverages its domain and analytical expertise,
backed by the methodologies congruent with the international best practices. CareEdge Ratings has played a pivotal role in
developing bank debt and capital market instruments, including commercial papers, corporate bonds and debentures, and
structured credit.
Disclaimer:
This disclaimer pertains to the ratings issued and content published by CARE Ratings Limited (“CareEdge Ratings”). Ratings are opinions on the likelihood of timely
payment of the obligations under the rated instrument and are not recommendations to sanction, renew, disburse, or recall the concerned bank facilities or to buy,
sell, or hold any security. Any opinions expressed herein are in good faith and are subject to change without notice. The rating reflects the opinions as on the date of
the rating. A rating does not convey suitability or price for the investor. The rating agency does not conduct an audit on the rated entity or an independent verification
of any information it receives and/or relies on for the rating exercise. CareEdge Ratings has based its ratings/outlook on the information obtained from reliable and
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CAREEDGE RATINGS DISCLAIMS WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR OTHER WARRANTIES OR CONDITIONS, TO THE EXTENT PERMITTED BY
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SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR INTENDED USAGE.
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by providing the rating. The ratings are intended for use only within the jurisdiction of India. The ratings of CareEdge Ratings do not factor in any rating-related trigger
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acknowledgement to CARE Ratings. Reproduction or retransmission in whole or in part is prohibited except with prior written consent from CARE Ratings.
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7 CARE Ratings Ltd.ANNEXURE-III
A-30
ABSTRACT
TiruchiCroarpppoar-laCltoiin osnt roufwc htoiloenas nardle et maairlka ett
PanjaipnpT uirr uchiCroarpppoarlaalttai i c oonso tfR s.23c6r.o0-r0e
Adminisstarnacttiaivnoedpn e rmisfsoimroo nb iliozfaf tuinodunsp to
Rs.10c0r.o0tr0he r oiusgshu aonfMc uen icbiopna-dAlsc cor-dOerdd e-rs
Issued.
MunicAidgmailn istarnadWt aitoeSnru pp(lMyC .D5e)p artment
G.O{.D N)o .267 Date0d6.. 05.2025
o s
�®6llair�6llu11m.2@ 6
6nllli6lllf6ll!lffig;,� m>-[r2 3
Read:
1.G.O(D)No.497A,d mMiunniisactnirdWpa aattlie S'ruo pnp ly,
(MC-D2e)p artdmaetn2et8d,. 12.2021.
2.Minutoefts h e2 2ndS taItnef rastarnudcA tmuernei ties
PromotCioomnm itmeteetei hneglo dn 0 6.12.v2i0d2e4
AgenidtaeN mo .5
3.Fromt heD irecotfoM ru nicaidpmailn istlreatttieorn,
Roc.No.13354d/a2t01e27d4. /1T2P.-210,2 4.
4.Frotmh eM anagDiinrge cTtaomriN,la dFui nanacned
InfrastDreuvcetluorpCemo ernpto rLaitmiiotne d, Letter No.
TUFIDCO/2A.M0R/UATM (Md)a/t22e01d2. 20,1 .2025.
*******
ORDER:
TheH on'Mbilnei fsotFrei rn aanncdHe u maRne souMracneasg ement
hamsa dteh feo lloawninnogu ncientm heRene tv iBsueddg 2e0t2,1 -2022:
"Ainn tegbruasstt eadcn udmc ommercceinatwlrib ele le stabliins hed
Tiruchiwriattphhp feai lnlain cial ofaT sasmNiiasldt Uuar nbcaFeni nance
anIdn frastDreuvcetluorpem ent (CToUrFpIoDrCaOt)i"o.n
2.Accordiinnt ghleGy o,v ernmOerdnetfr i rrseta adb ov'ei,n'.
Princaippplreoh'va basel e anc corfdoterhd ce o nstroufic nttieognbr uast ed
staanndod t hienrf rastfrauccitalutiPr taein ejsai pnTp iurru chiCriatpyp alli
MunicCiopraplo ration.
3.Thep rojoencC to nstruocfwt hioolnea snadlr ee tmaairlk aett
PanjaipnTp iurru chiCroarpppoaralatlat inie osnt imcaotsoetfdR s.236.00
crowriet ah r equetsost a nctai sounm o fR s.150c.r0o0ru ned er
InfrastrauncdAt muernei tfiuenswd a sp lacbeedf otrhee S tate
InfrastarnuAdcm teunriPetr ioemso Ctoimomni attti et2es2n dm eethienlgd
on0 6.12.T2h0eC2 o4m.m itrteeseo ltvose adn ctai sounmo fR s.120.00
crourned eIrn frastarnudAc mteunrieft uineadsn da dvitsoem de etth e
remaicnoisnotgft hper ojfercotom t hseoru rocfef su ndassp, e trh e
minuotfte hsme e et2inndr ge aadb ove.2 A-31
4.TheD irecotfMo urn icAidpmailn isitnrh aitpsir oonp o3rsdra ela d
abovhear se quetshtGeeo dv erntmoea nctc oarddm inisatnrdfa itniavnec ial
sanctfiotorhn ae b opvreo jweiattthh f eo llofwuinndpgia ntgt ern:
{Rsi.nc rore
FundiPnagt tern
•InfrastrucFtuunrdfesr om UrbanC apital
andA menitieMsunicipaLlo caGlr anFtu ndT otal
fund {CorporatBioodny{) 2 025-26)
Bonds share
120.00 100.00 8.00 8.00 236.00
5.TheC ounocfiT li ruchiCriatpMypu anlilcCiio praplo rtahtriooung h
itrse soluNtoi.o4n8 d8a,t e2d4 .07.2h0a2sa4 c c·o·rn deecde ssary
permistsori aoinRs se. 10c0r.o0tr0he r omuugnhi cbiopnafdlo t rh aeb ove
project.
6.Int hciosn necitmtia oybn es, t attehdar tu l2e3 7o ft hTea mNiald u
U�baLno cBaold iReusl e2s0,2f 3r amuendd tehrTe a mNiald Uur baLno cal
BodiAecs1t 9,9 c8o ntapirnosv isrieolnastt iodn egb entaunrdse isn king
fund.
7.TheM anagDiinrge cTtaomriN,la dFui nanacnedI nfrastructure
DevelopCmoernpto rLaitmiiohtnae tsdh eresftoartteeh dac to nsidtehrei ng
abovteh,Ce o rporhaatssio oungt hhtae p proovfta hlGe o vernomnet nhte
follofwogiron igan hge awdi tthh ies suaonfMc uen icBiopnadflso a rs umo f
Rs.10c0r.o0r0e :
(9A)pprofvoafrlu ndtihnrgo uBgohn dfsot rh pea rtfiianla nocfti hneg
proj"eCcotn stroufWc htoiloe'asnna dlR ee tMaairlk aetOt l Mda durai
Roaadt P anjapaptau nre stimaCtoesodtf R s.236c.r0o0ra et"
TiruchiCriatCpyop raplolria tion.
(b)Approfvoabrlo rrowoifRn sg. 100c.r0o0rt eh rouigshs uaonfce
MuniciBpoanldb sy TiruchirCaiptpCyao lrlpio raatnidfo onr
servicingt/hrdeee pbtathy rioniugng the rrensaolu rces.
(cA)pprofvoacrlr eatoifao pnp ropErsicartMoeew c hanIinstme,r est
PaymenMte chaniSsimn,k iFnugn dM echani(sDme benture
RedempRteisoenr DveebS)te, r vRiecsee Armvoeu nett,ac s.r equired
ind uceo urse.
'(Adu)t horifzoaCrto iropno rCaotmimoins sainod/n oearrn ym embeorf
thBeo nIds sCuoem mitftoeremf eodtr h peu rpoofst ehb eo nids sue
anda lsfoo dre cidainndeg n teriinntagon ds ignoifnv ga rious
agreemednetesdr,se ,l evdaonctu mebnotnsad,l lotmmeenett,i ng
thel istrienqgu iremr�innftges n,c ionfag p proprrieavteen ue
resouarncdte hsae p propersicartmoeew c haniinfs amv ooufBr o nd
Trustpeaeys, t amdpu tays p ert hea pplicAacbtllsea, w asn d
regulationso,fa bdoevpleoe wgeatrtoasi s oenn ioofrf ifcriotamhl e
boncdo mmitats'de eec ibdyet dh Ceo rporCaotmimoins sainodtn oe r
meeatl olt hreerq uireampepnotisn/t rmeelnatttsope, rd ae n dp ost
·
-
bonids spureo cess.
·s.
TheD irecotfMo urn icAidpmailn istarnadtt hieMo ann aging
DirecTtaomri,Nl a duU rbaFni nanacnedI nfrastrDuecvteulroep ment
CorporaLtiimoint( eTdU FIDhCaOv)e r equespteerdm isosfit ohne
Governfmoeirns ts uaonfMc uen icBiopnadflso a rs umo fR s.10c0r.o0r0eA-32
3
fopra rtfiianla nocfti hnaegb opvreo ject.
9.TheG overnmaefntctea,rr eefxualm inahtaivdoeen c,i tdoed
accetphpter opoosfta hlDe i reocftM ourn icAidpmailn isatnr·ada ctcioornd
adminisstarnacttfiiovcoreon n stroufcw thioolnea snadrl eet maairlk aett
PanjaipiiTp iurru chiCroarpppoaralatlat ic i oosontf R .s2. 3 6.c0r0o wriet,h
thfeu ndpiantgt oefrR ns .1c2r0o urned eIrn frastarnudAc mteunriet ies
funRds;. 1c0r0o frreo Cmo rporfautnidaosnn;dR s.8c.r0o0er aec fhr om
UrbaLno cBaold y sahnadCr aep iGtraalFn utn 2d0 25-s2u6b,j teotc hte
follocwoinndgi tions:
(aT)hael lotomfse pnatic nte h per opomsaerdka etPt a njappur
shanloblte r esulitnai ntnyrg a nosfof wenre rship.
(bS)uitmaobdloeefll easinlga nmdta hybe ed eveloped.
(cG)overnsmheanbltel a blteor esutmheel anidnf uture
whenever required.
10T.heG overnhmaevnaetl sdoe citdoae cdc etphpter opoosfta hle
DireocfMt uonri cAidpmailn isatnrtdah tMeia onna gDiinrge cTtaomNiral,d u
FinaanncdeI nfrastDreuvcetluorpCemo ernpto rLaitmiiortnee qdu esting
neces,psearrmyi sosfti hoGeno vernfmoemrno tb iliozffa utnitdoosnt he
tunoefR s.10c0r.o0br0yte h Tei ruchiCroarpppoartlahltriio oiunsg shu ance
ofM unicbiopnafdlosp r a rtfiianla nocfti hnaegb opvreo jaenctdth m ea tters
connetchteerde awsis tphe,c iaftpi aer7daa boavneod r daecrc ordingly.
11T.hiosr diesrs wuietsth hc eo ncurorfte hnFeci en aDnecpea rtment
vidietU s. O:No.5234((Ien)f/rFai.nIaIndIca)et/ 0�25d0. 2043-.4a24n0,d2 5
U.NOo.3 0e7)(/ Finance(I-1n5fd,ra at'.0eI5dI. l0)3/.22002255.
(BYO RDEORF T HEG OVERNOR)
D.KARTHIKEYAN
PRINCIPSAELC RETATROYG OVERNMENT
'
To
ThDei reocfMt uonri cAidpmailn isCthreant-ni6ao0in00 ,2 8.
ThMea nagDiinrge TcatmoNiral,d Fui naanncIden frastructure
DeveloCpomrepnotr LaitmiioCtnhe edn,-n 3a5i.
ThCeo mmissTiiornuecrh,i Croarpppoarlaltii on.
ThAec counGteanne(trA a&lEC )h,e nna0i1-86.0 0
ThDei reocfLt oocrFa ulnA du dCihte,n -n6a0i00 3 5.
Copyt o
ThHeo n'CbhliMeei fn isOtfefriC'chsee ,n na0i0-96.0 0
ThSep ecPiearls Aos'sniasltt oHa onnt'M bilnei ster
(MuniAcdimpianli stCrhaetni-n6oa0ni00) 0 ,9 .
ThSep ecPiearls onal tAoHs osni'Msbitlnaein stt er
(FinaannEdcC eC C)h,e n-.-n6a0i00 0 9.
ThPer in·IPc riipvaSaetcer ettota hrPeyr inSceicpraeltt oGa orvye rnment,
MunicAidpmailn isatnrWda� ttiSeournp pDleyp artCmheennt-n,6a 0i00 0 9.
ThFei na(nIcnef ra.III)C hDeenpnaa0ri0t-9m6.e0 n0t ,
ThMeu nicAidpmailn isatnrWdaa ttiSeournp p(lOyP -II)
DepartCmheennt-n,6a 0i00 0 9.
// F ORWARDEBDYO RDE/R /
,,f ..J
J_ . 4���06��"'�
DEPUTSYE CRETATROY GOVERNMENTA-33
TruCeo poyfT iruchiCriatypC poarlploirM autniiocnCi opuanlc il
ResoluNtoi.o4Dn8a 8t ed.24-07-2024.
Ihta bse einn strtuoic dteensdtu iiftpyar boljeae ncdt sp reparPer oDjReeetcpatofi rotltrhet ad
Protja enctda knee cesascatriyfo unnt dhtP eor ojtehcrtoM uugnhi cBiopnaadlssp eArM RTU2 .0 AA--4455
guidealnidan sep se trh lee tDtte.r2 8-0o2ft- h2De0e 2p4a rtomfEe xnpte ndMiitnuirset,ry of
Finacne,G overnomfIe nndtNi eaw, Dientl hhleie tDtte.r2 9-0o2ft- h2De0i 2r4eo cfMt uonri cipal
AdminisCthreantniaoin.,
ReviMeewe tiwnegrcseo nduicntt herides g abrytd hT eU FIDCChOe,n onna21 i- 50-0224,
23-05-a2n20d82 -40 5-a2nn0de2 c4e sisnasrtyr uwcetrgieio vtneosin d enstuiiftpyar boljaeen cdt
prepDaertea PirloejdRe ecptof rtot rh aPtr ojecste ntadhn seda mteot heimnt heDiOrl etter
No.TUFID/ACMROUT2. 0/MA(M)202D2t .03-0a5n-dD2 t0.2247 -0A5c-c2o0r2d4Di.en tgaliyl,e d
ProjReecptow rta sp repafroterhd Pe r ojCeocsottfR s.236.0t0oc oCnrsotIrrneut cetg rated
Whole-aSnaRdle etV aeigle tMaabrlk@ee Otl Mda duRroaaiPd a,n chaapnpadul rlR ost. 136.00
Crourned Ienrf rasatnrAdum cetnuirFteui neadsn pde rmtiom to biRlsi.z1e0 C0r.o0tr0he r ough
MunicBiopnadilsnt hiOsff ilceet Dtte.r0 8-0T6h-eD2 i0r2e4oc.ftM ourn icAidpmailn istration.
Cheninnta hile e tRtoeeNr o .16393/202D4t/.A1M0R-U0aT6l--sg12oi 0 vr2ee4nc ommentdoation
TUFIDtCopO e rTmiirtu chiCriaMtpuypn ailcClioipr aplo rtaomt oiboinfl uinztdehs r oMuugnhi cipal
Bonds.
TUFIDhCaOas p poiMnitse.dTI rnuvsetsA tdmveinPstro irvsLa tatdsTe r ansaAcdtviiosno r
cumM-erchBaanntk- eTrA c umM Bi)nt heliertR toeeNr o .TUFIDCO2/.A0M/RMU(TM )2022
Dt.14-0B3y-t 2ha0ip2sp4 o.i notfTm reannts aAcdtviicosunom Mr e rchBaanntk- eTrAc mM B,
MunicipaalnI dnB toengdMrsua ntiecBdio pnacdlasb n e m obiltiotz hteeud no efR s .10.000C rore.
Ihta bse esnt attheaads t u mo f0 .1o0n%t hMeo bilaimsoeuodnfR t s.1 0.000C rores shall
bep atiod wardfsoT rrf aenes aAcdtviicosunomM r e rchBaanntk er.
Hence, isspu lbajcbeeecdft to hrCeeo untcomi olb ifluenstd hsr oMuugnhi cBiopnadtlso
finatnhcReee munerPartoijovefCec o tn stroufIc nttieognWr haotleedas naRdle et Vaeigle table
MarkaetOt lM da duRroaa,iPd anchaaptap nou urt olfRas y. 23C6r.o0r0e .
OffiNcoet e
1.Counccaignli avpep roGvoavle.r nAmpepnrtto obv eao lb tained.
2.Appromvaayal l sboe g ivteonm obilfiuznoed fsR s.10C0r.o0rt0eh rough
MunicBiopnadlvs i eiownft hnee cesosfti hPtery o ject.
3.Appromvaaybl eg ivteotn h Ceo mmisstiodo enleerpg oawteetr ots h Aec counts
Officteoer x,e caulttleh n ee cestsoma oryb ilize BMounndaisnc dti ogp iavle
redretsots hgaerl i evoafin ncveess tors.
4.Apprmoavyabe lg ivteotn h Ceo mmisstiodo otn henere cesfsomaror byi liozfation
MunicBiopnadtlsot hteu noefR s.10.000C roarnedt og ivper oviisnti hoen
ReviBsueddg etth yefe oa2rr0 24-25.
FiNloe: E1/3268/2024(Main)
Resoiolnu: t Resoltvoea dp protvheOe ff icNeo twei tcho rrecitnti honena meo f
TransaAcdtviioCsnuo mrM erchBaanntk ferro Mmi s.TIrnuvsets tment
AdvisPorrisvL atttdeoM /s.TiCposnosnusl StearvniccPyev Lstt d.
(SdM.u)A. n balagan,
Hon'Mbaly,eo r
TiruchirMaupnpiaclCilopira plCo irtayt ion.
//TCroupey //
TiruchiriatMpy p a
�A-34A-35A-36A-37
RoNeo 2:6 2/2l0( 2M5a/iBn ) TirucbiCriatMpyup nailclCiiop raplo ration
BharathidCaasnatno nRmoeandt,,
Timchi-r6a2p00p0 a1l li
Webswiwtwe.:t riocrhaytcioornp.gov.in
Emalidtl:c cacctsmain@gmail.com
Pho0n4e-3:21 4 15393-396
DatNeo:v em2b0e2,r0 25
AUTHORIZAFTOIROI NS SUANOCFBE O NDASN DC ONSTITUOIFBO ONN DI SSUE
COMMITTEE
SubA:u thorifozria stsiouofuen p t Io0 ,0(0T0e Tnh oussaencdu)nr oend-,c onvleirsttiebdl,e ,
ratreedd,e emtaabxlamebu,ln ei cbiopnadilsn t hnea tuorfde e ben(t"uMruensi cipal
Bonds"/""BDoenbdesn"t"/uN rCeDsso""ffa/) c vea loufRe s 1.L ak(hR upOeneeLs a kh
Onleya)ca hpt aarm ounutpti oRn sg1. 0 C0r o(rReu pOeneHesu ndCrreodor nelsty h)r ough
privpaltaec eme"nIts s(butyeTh "ie)r uchiCriatMpyup nailclCiiop raplo r(a"tIisosnu er")
anfodr c onstoiftB uotnIidsossn Cu oem mittee
Ref:
l.C ounRceislo lNuot4.i8 od8na tJeud2l 4y2, 0 2i4nr elattoii sosonufb e o nadnsad u thorizing
Commisstiodo oan laelcr t ifovrit thIiese ssu e.
2.CounRceislo lNuot1.i1 od na tFeedb ru2a62r,0y 2 i5nr elattoii sosnou fbe o nadnsd
authorCiozmimnigs stiodo ona elral c tivfoirtt hiIees ss iunec luidnri enlga ttoion
constiotfbu otniidso scnuo em mibtywt heaet enavmecera ldleelde,g oafht iipsoo nw etros
succho mmietttce.e
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propotsoie ssss ueec unroend-,c onvleirsrttaietbdrel,ede d,,e emtaabxlamebu,ln ei cipal
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Regula2t0i1o5(n "sS,E BI MuDneibctRi epgaull atiSoencsu"rC)io,tn itersa cts
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CommercPiaaple dra teOdc tober 201255b, e arirnegfe renncuem ber
SEBVHO/DDHSP/oDDD/HPS/-CIR/202a5s/m a0y0b 0ea0 m0e0n0d1ce3ld7a, r oirfiedA-38A-39A-40A-45
A-41A-42
Tiruchirappalli City Municipal Corporation
Bharathidasan Road, Cantonment,
Tiruchirappalli – 620 001
Website: www.trichycorporation.gov.in
Email Id: tccacctsmain@gmail.com
Phone: 0431 – 2415393-396
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED IN THE MEETING OF THE BOND
ISSUE COMMITTEE OF THE TIRUCHIRAPPALLI CITY MUNICIPAL CORPORATIONHELD
ON DECEMBER 29, 2025
RAISING OF SECURED, NON-CONVERTIBLE, LISTED, RATED, REDEEMABLE, TAXABLE
MUNICIPAL BONDS IN THE NATURE OF DEBENTURES OF FACE VALUE OF RS. 1 LAKH
EACH, FOR CASH, AGGREGATING TOTAL ISSUE SIZE NOT EXCEEDING RS. 100 CRORE
(RUPEES ONE HUNDRED CRORE ONLY) (“MUNICIPAL BONDS” / “BONDS”/
“DEBENTURES”) ON A PRIVATE PLACEMENT BASIS (“ISSUE”) BY TIRUCHIRAPPALLI
CITY MUNICIPAL CORPORATION (“TCMC” OR THE “ISSUER” OR THE
“CORPORATION”)
“RESOLVED FURTHER THAT pursuant to the authority provided by the Commissioner vide their
letter dated November 20, 2025, the Preliminary Placement Memorandum dated December 29, 2025in
relation to the Issue, which has been tabled before the Bond Issue Committee be and is hereby approved.”
“RESOLVED FURTHER THAT the Bond Issue Committee hereby accords its approval for filing of the
Preliminary Placement Memorandum dated December 29, 2025with the Securities and Exchange Board
of India, Stock Exchange/s and any other regulatory/statutory authority as required under the law.”
“RESOLVED FURTHER THAT the aforesaid resolution shall come into effect immediately and a copy
of the foregoing resolution certified to be a true copy by Shri Madhubalan Lingam, Commissioner, may
be furnished to the concerned parties and other regulatory and statutory authorities/bodies as may be
required.”
CERTIFIED TO BE TRUE COPY
FOR TIRUCHIRAPPALLI CITY MUNICIPAL CORPORATION
Madhubalan Lingam, IAS
Commissioner
Tiruchirappalli City Municipal CorporationA-43A-44
TirurncphpiaCliltiMy u nicCiopraplo ration
UharalRhoiadCdaa,sn atno nment,
Tiruch-i6r2a00p0 p1a lli
WebswHwew:. trichycorporation.gov.in
EmaIidtlc: c asmcacitna(ia!,logmm. c
Pho0n4e3:-21 4 15393-396
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EnviroInmmpeaAncstts esAsumtehnot(r SiEeIyAM Ai)n,io sft2 ry0 25
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copoyft hfoer egoing creertsiotfi.lobe uedat t irocunoe p byyt hSeh rMia dhubLailnagna m,
Commissmiaboyen fu ernri,st hsoeu dcp ha rctoinecsew rniertdeh s tptoe hcaetfo rerseasiodl utions."
CERTIFTIOBE EDT RUCEO PY
FOR TIRUCHIRCAIPTMPYUA NLILCII CPOARLP ORATION
�gam,IAS
Commissioner
TiruchiCriaMtpuypn aiilpclCaiol r poration
Q}
ScannweidtO hK ESNc annerA-44A
TiruchiCriaMtpuypn ailcClioipr aplo ration
BharatRhoiadCdaa,sn atno nment,
Tiruch-i6r2a00p0I p alli
EmaIidtl:c cacctsmain@gmail.com
Phon0e4:3 1-2415393
CERTIFTIREUDEC OPYO FT HER ESOLUTPIAOSNS EIDNT HEM EETIONFGT HE
BONDI SSUCEO MMITTOEFTE IRUCHIARLALPCIPI TMYU NICICPOARLP ORATION
HELODN F EBRUA0R22Y,0 26
CONSIDERAATNIDOA NP PROVOAFLT HEP LACEMEMNETM ORANDDUAMT ED
FEBRUARY20022F,6O RI SSUANOCFES ECURENDO,N -CONVERTLIIBSLTEE,D ,
RATEDR,E DEEMABTLAEX,A BLMEU NICIPBAOLN DSI NT HEN ATUROEF
DEBENTUORFEF SA CVEA LUOEF R S1.L AKHE ACHF,O RC ASHA,G GREGATING
TOTA LI SSUSEI ZNEO TE XCEEDIRNSG.1 0C0R ORE( RUPEOENSE H UNDRED
CROROEN LY()" MUNICBIOPNADLS/ "" BOND"SD"E/B ENTUROENAS P"R)I VATE
PLACEMENBTA SIS( "ISSUBEY" )T IRUCHIRAPPCAILTLYMI U NICIPAL
CORPORAT(I"OTNC MOCR"T HE" ISSUOERRT "H E" CORPORATION")
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relattoti hIoesn s auspe l,a bceefdao nrtdea baltte hdme e etoiftn hgBe o nIds sCuoem mi(tttheee
"Commitbteae niedhs" e )r,ae pbpyr oved."
"RESOLVFEUDR THTEHRA Ti nc onsidoeftr haaetf ioorrnee ssaoildtu hatepi pornoo,ftv hael
.
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IssuOep/eBniDidan tge Febr0u5a2,r0 y2 6
IssueC/lBosiDidan tge Febr0u5a2,r0 y2 6
PayD-aitnDe e/e mDeadto efA llotmenFte br0u6a2,r0 y2 6
"RESOLVFEUDR THETRH ATt hCeo mmihtetreeeab cyc oirtadsps p rfoovfiral li tnhge
PlaceMmeemnotr anduFme brd0ua2at,re ydw2 i0tt2hh6S e,e curainEtdxi cehsaB nogaoerfI d n dia,
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.
"RESOLVFEUDR THTEHRA tTh aef orreessaoilsduh taciloolmin en etfof iemcmte diaanatde ly
copoyft hfoer egoriensgo lcuetritotinofib eead t ruceo pbyy S hrMia dhubLailnagn.a m,
Commissmiaoybn efue rnri,s thoet dhc eo nceprnaerdit nicelsNu SdEia nnogdt hreerg ulaantdo ry
statauuttohroyr itaismea sy/ rbbeoeqd uiierse d."
CERTIFTIOEB DET RUCEO PY
FORT IRUCHIRAPCPIATMLYUL NII CICPOARLP ORATION
10��
Mfulhub�lLainn gIaAmS,
Commissioner
TiruchiCriaMtpuypn ailcClioipr aplo rationANNEXURE-IV
CTL/25-26/22149 December 19, 2025
A-45
To,
Tiruchirappalli City Municipal Corporation,
Bharathidasan Road, Cantonment,
Tiruchirappalli-620001, Tamil Nadu
(the ‘Issuer’)
Tipsons Consultancy Services Private Limited,
1st Floor, Sheraton House, Opposite Ketav Petrol Pump,
Polytechnic Road, Ambawadi,
Ahmedabad-380015 Gujarat
(the ‘Merchant Banker to the Issue’)
Dear Sir/ Madam,
Sub: Private placement of up to 10,000 (Ten Thousand) secured, non-convertible, listed, rated,
redeemable, taxable municipal bonds in the nature of debentures (“Municipal Bonds” /
“Bonds”/ “Debentures”) of face value of Rs. 1 Lakh (Rupees One Lakh Only) each at par
amounting up to Rs. 100 crore (Rupees One Hundred Crore Only) (“Issue”) by Tiruchirappalli
City Municipal Corporation (“Issuer” / “TCMC”)
We, the undersigned, do 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 preliminary placement memorandum and in
the placement memorandum (whether as a draft or otherwise) to be filed with the Securities and
Exchange Board of India (“SEBI”) and the stock exchange/s where the Bonds are proposed to be listed
(“Stock Exchange”) and also in all communications sent pursuant to the Issue.
1. The following details with respect to us may be disclosed:A-46
Logo :
Name : Catalyst Trusteeship Limited
Address : GDA House, First Floor, Plot No. 85 S. No. 94 & 95, Bhusari
Colony (Right), Kothrud, Pune, Maharashtra, India, 411038
Tel. : (022) 49220555
Fax : (022) 49220505
E-mail : ComplianceCTL-Mumbai@ctltrustee.com
Investor Grievance e-mail : grievance@ctltrustee.com
Website : www.catalysttrustee.com
Contact Person : Mr. Umesh Salvi, Managing Director
SEBI Registration Number : IND000000034
CIN : U74999PN1997PLC110262
2. We confirm that we are registered with the SEBI and that such registration is valid as on
the date of this consent letter. We enclose a copy of our registration certificate as
Annexure A and a declaration regarding our registration with SEBI as Annexure B hereto.
3. We also confirm that we have not been prohibited by SEBI to act as an intermediary -
Debenture Trustee including, without limitation, in capital market issues, nor we have
been debarred from functioning by any regulatory authority. We hereby authorise you/
your representatives to deliver this letter of consent and make disclosures in relation to
the same to Stock Exchange, SEBI or any other statutory/regulatory authority, if required
by such authority pursuant to the provisions of applicable laws, and to share, as necessary,
with the advisors and other intermediaries duly appointed in this regard for their reliance,
in respect of the Issue.
4. We hereby confirm that there are no disciplinary actions or any enforcement action/
adjudication taken by SEBI or any regulatory authority against us except as disclosed in
Annexure B, from the time of our registration.
5. We also agree to keep strictly confidential, until such time as the proposed transaction is
publicly announced by the Issuer 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 Issuer.
6. We undertake that we shall immediately intimate the Issuer and the Merchant Banker tothe Issue of any changes in the aforementioned details until the date of listing and trading
of the Bonds on the Stock Exchange. In absence of any such communication from us, the
above information should be taken as updated information until the date of listing and
A-47
trading of Bonds on the Stock Exchange.
7. This consent letter may be relied upon by the Issuer, the Merchant Banker and the Legal
Advisor to the Issue.
Sincerely,
For Catalyst Trusteeship Limited
Authorized Signatory
Name: Heena Chetwani
Designation: Assistant Manager
CC:
Zenith India Lawyers
D-49, Sushant Lok-III, Sector-57,
Gurugram-122003, Haryana
(the ‘Legal Advisor to the Issue’)A-48
Annexure AA-49
Annexure B
19/12/2025
Tiruchirappalli City Municipal Corporation,
Bharathidasan Road, Cantonment,
Tiruchirappalli-620001, Tamil Nadu
(the ‘Issuer’)
Tipsons Consultancy Services Private Limited,
1st Floor, Sheraton House, Opposite Ketav Petrol Pump,
Polytechnic Road, Ambawadi,
Ahmedabad-380015 Gujarat
(the ‘Merchant Banker to the Issue’)
Dear Sir/ Madam,
Sub: Private placement of up to 10,000 (Ten Thousand) secured, non-convertible, listed, rated,
redeemable, taxable municipal bonds in the nature of debentures (“Municipal Bonds” /
“Bonds”/ “Debentures”) of face value of Rs. 1 Lakh (Rupees One Lakh Only) each at par
amounting up to Rs. 100 crore (Rupees One Hundred Crore Only) (“Issue”) by Tiruchirappalli
City Municipal Corporation (“Issuer” / “TCMC”)
1. We refer to our consent letter issued on December 19, 2025 We hereby confirm that as
on date of our Consent Letter, the following details in relation to our registration with the
Securities and Exchange Board of India (“SEBI”) as Debenture Trustee to the Issue are true
and correct:
S. Particulars Details
No.
1. Registration Number IND000000034
2. Date of registration/ date of last renewal of April 18, 2022
registration/ date of application for renewal of
registrationS. Particulars Details
No.
3. Date of expiry of registration Permanent Registration A-50
4. Details of any communication from SEBI SEBI passed an order on
prohibiting from acting as an intermediary or 28.02.2024 relating to
from functioning by any regulatory authority historical lapses of
Milestone Trusteeship
(merged into Catalyst in
May 2022) under AIF
transactions. SAT, by order
dated 28.11.2025, set aside
the market-access
restriction and reduced the
restricting accepting new
AIF transactions from 12
months to 6-months. On
05.12.2025, SAT stayed this
restriction for 6 weeks. On
17.12.2025, Catalyst has
filed civil appeal before
Hon’ble Supreme Court in
the matter. Existing and
already accepted mandates
of AIF transactions and also
all other trusteeship
transactions remain fully
unaffected.
6. Details of any pending inquiry/ investigation NA
being conducted by SEBI
7. Details of any penalty imposed by SEBI Spandana Sphoorty
Financial Limited (SSFL) –
SEBI Order (2024) upheld by
SAT (2025): SEBI imposed a
monetary penalty of Rs.1.00
lakh on Catalyst for certain
procedural lapses relating
to documentation of
investor notifications and
the evidence of meetings
held in connection with
covenant breaches by SSFL.
On an appeal preferred by
Catalyst, the SecuritiesS. Particulars Details
No.
Appellate Tribunal (SAT), by A-51
order dated 28 November
2025, upheld SEBI’s order.
The monetary penalty of
₹1.00 lakh has been duly
paid by Catalyst. No
continuing directions or
restrictions were issued.
Matter stands closed.
2. We shall immediately intimate the Issuer and the Merchant Banker for the Issue of any
changes, additions or deletions in respect of the matters covered in this certificate till the
date when the securities of the Issuer are traded on the relevant stock exchange, where
the Bonds are proposed to be listed. In the absence of any such communication from us,
the above information should be taken as updated information until the date of listing
and trading of the Bonds on the Stock Exchange.
3. This Annexure B forming part of the consent letter may be relied upon by the Issuer, the
Merchant Banker and the Legal Advisor to the Issue.
Sincerely
For Catalyst Trusteeship Limited
Authorized Signatory
Name: Heena Chetwani
Designation: Assistant Manager
Legal Advisor to the IssueT
CATAL_Y_S___________ _
Beliienyv oeu rsTerlufus s.t'. .
Zenith India Lawyers
A-52
D-49, Sushant Lok-III, Sector-57,
Gurugram-122003, Haryana
(the ‘Legal Advisor to the Issue’)
CATALYST TR USTEESHLIIPM ITE-D- ---------------------------------------------'-"-'0_�" _�_° -,.- '-""-"_
RegisteOrfefdi ,c eGDHAo useP.l oNto .8 5, BhuCsoalroin (yR ighPta)u,dR oadP.u ne- 41013 8T e,l+ 91( 206)6 807 200
DelhOif fi,c9 e10-991"1F .l ooKra.i laBsuhi ldi2n6gK .a sturGbaan dhMia rgN.e w Delh-i1 100 01T e,l+ 91( 141)3 029 101/02
CorporaOtfef i,c9 e019." F looTro,w er-PBe.n insBuulsai nePsasr kS.e napaBtaip aMta rgL,o wePra re(lW ).M umbai-4 00013
Tel,+ 91( 224)9 220 555F ax +9,1 ( 224)9 220 505
CINN o.U 74999PN1997PLC1E1m0a2i,6ld 2t ,i:i)ctltrusteWee.bcsotiem, w ww.caatlysttrustee.com
Pune Mumbai Bengaluru Delhi Chennai GIFT City Kolkata HyderabadA-53
ANNEXURE-V
ILLUSTRATION OF BOND CASH FLOWS
Issuer Name Tiruchirappalli City Municipal Corporation
Face Value per Bond (in Rs.) 1,00,000
Deemed Date of allotment February 06, 2026
Tenor 10 Years
Coupon Rate (p.a.) []%
Redemption Date/Maturity Date February 06, 2036
Frequency of Coupon payment Semi Annual
Day Count Convention Actual/Actual
Cash Flow Per Bond of Rs. 1,00,000/-
Cash Flow No. of
Sr. Date of Interest Redemption
Event Record Date Days
No. Payment Amount Amount
1. Coupon 22 July 2026 06 August 2026 181 [] -
2. Coupon 22 January 2027 08 February 2027 184 [] -
3. Coupon 22 July 2027 06 August 2027 181 [] -
4. Coupon 22 January 2028 07 February 2028 184 [] -
5. Coupon 22 July 2028 07 August 2028 182 [] -
6. Coupon 22 January 2029 06 February 2029 184 [] -
7. Coupon 22 July 2029 06 August 2029 181 [] -
8. Coupon 22 January 2030 06 February 2030 184 [] -
9. Coupon 22 July 2030 06 August 2030 181 [] -
10. Coupon 22 January 2031 06 February 2031 184 [] -
Coupon + Redemption
11. 22 July 2031 06 August 2031 181 [] 10,000.00
10%
Coupon + Redemption 10,000.00
12. 22 January 2032 06 February 2032 184 []
10%
Coupon + Redemption 10,000.00
13. 22 July 2032 06 August 2032 182 []
10%
Coupon + Redemption 10,000.00
14. 22 January 2033 04 February 2033 184 []
10%
Coupon + Redemption 10,000.00
15. 22 July 2033 05 August 2033 181 []
10%
Coupon + Redemption 10,000.00
16. 22 January 2034 06 February 2034 184 []
10%
Coupon + Redemption 10,000.00
17. 22 July 2034 04 August 2034 181 []
10%
Coupon + Redemption 10,000.00
18. 22 January 2035 06 February 2035 184 []
10%
Coupon + Redemption 10,000.00
19. 22 July 2035 06 August 2035 181 []
10%
Coupon + Redemption 10,000.00
20. 22 January 2036 06 February 2036 184 []
10%
• The Deemed Date of Allotment is assumed to Friday, 06 February, 2026. If the Deemed Date of Allotment
undergoes a change, the coupon payments dates, redemption dates, redemption amount and other cash flow
working shall be changed accordingly.
• The above-mentioned bond cash flows are illustrative and indicative.ANNEXURE-VII
A-54
• TiruchiCriaMtpuypn ailcClioipr aplo ration
AnnBuuadlSg teatt efmeotnrhtye e 2a0r2 250 2(-S6u mmary)
EstimAamtoeu nt
Category HeadiNnog.
(Rs.C roirne s)
REVENFUUEN- DI NCOME
PropTearxt y 110 8447.
ReevnuGer afnrtoo mt hGeorv ernment 120 21.75
Departments
RenItnaclo fmreoC mo rporPartoipoenr ties 130 82.6.S
Incofmreod me livMeurniincSgie pravli ces 140 5.808
IncofmreoS ma les 150 1.26
OthrRe ee nue fGrroaSmnt taF tiene a nc 160 16570.
CommsiisaonnCd e ntFrianlaC nocmem ission
Inteornie nsvte stment 170 0.15
Intefrreobsmat n k 171 0.50
Miscelliannceoomues 180 9.07
PriYoeraI rn come 280 0.50
TOTA(LA ) 424.13
CAPIFTUANL-D I NCOME
GranftrsoG mo vernment 320 385.24
SecuLroeadn s 330 37.24
Un-SecLuora(enPdsu bCloinctr ibution) 331 50.51
TOTA(LB ) 472.99
CUMULATTIOVTEA- LC ( A-+)( B) 897.12
REVENFUUEN- DR EVENEUXEP ENDITURE
Pa&yS alary 210 284.87
AdminisEtxrpaetnisvees 220 16.14
Opera&tM iaoinn teenxapnecnes es 230 74.98
Financial Expenses 240 20.01
PlanEnxipnegn ses 250 2.05
MunicCiopnatlr ibution 260 1.95
PriYoeraE rx penses 280 0.15
TOTA(LD ) 400.15
CAPIFTUANL-D E XPENDITURE
CreaotfPi eornm aAnsesntetht grsru a nt 260 385.24
Repayomfes netc uLroeadn s 330 37.24
CreaotfPi eornm anent Assets 410 163.53
PubCloinct ribution 50.51
TOTA(LE ) 636.52
CUMULATTIOVTEA- LF( D-+E) 1036.67
-c
.,
TOTADLE FICI-EGN( CCE--VF ) -139.55
6/I
,.,.).f rf
AssCio1mta.nntu ssione((Accounts)
riruc:hlrlfl)CailliMt unyi cCioprpoalr ation
scannweidtC ha mscannerA-55
EtsmiateAm ount
Category Heading No (R. s . in Crores)
WATESRU PYPF LUNDR-EVEENI UNCOME
62.93
WaterT ax 110
650. 3
Incofmreod me livMeurniincSgie pravli ces 140
0.05
Inteornie nsvte stment 170
a.so
Intefrreobs,atnn k 171
0.25
Miscelliannceoomues 180
0.15
PriYoera r Income 280
129.63
TOTA(LA )
WATESRU PPFLUYN -DC APIRTEACLE IPT
GrafnrtosGm o vernment 320 127.13
SecuLroeadn s 330 154.28
Un-SecLuoraends 331 0.00
TOTA(LB l 28411.
CUMULATTOITVA-EL C ( A-)(+B ) 411.04
WATESRU PPFLUYN -DR EVENEUXEP ENDITURE
Pa&yS alary 210 8.83
AdminisEtxrpaetnisvees 220 2.42
OperatMiaoinn t&e enxapnecnes es 230 59.44
FinaEnxcpiean sIe s 240 18.01
MunicCiopnatlr ibution 260 0.18
PriYoeraE rx penses 280 0.15
TOTA(LD ) 89.03
WATESRU PPFLUYN -DC APIETXAPLE NDITURE
CreaotfPi eornm aAnsesntetht rGsur ant 260 127.13
Repayomfes netc uLroeadn s 330 154.28
CreaotfPi eornm aAnsesnett s 410 30.00
- -
TOTAL (El 311.41
CUMULATTOITVA-EL F( D-+E) 400.44
TOTASLU RP-LUGS( - C-F) 10.60
EDUCATFIUONN-DR EVENIUNEC OME
EducaTtaixo n 110 22.47
OthReerv eGnruaefn rtoS mt aFtien ance 160 2.50
CommisasniCdoe nn tFrianlaC nocmem ission
Intefrreobsmat n k 171 0.30
Miscelliannceoomues 180 0.03
TOTA(LA l 25.30
A
_�-1
AslsantCla� mlro1 e(Ad ro nu�'
'1xhc:ira paplClii ty ·1pC-1-aounlQrpi ':"�l"Yc'ct:
L
ScannweidtC ha mScanner------------
A-56
EstiAmmaotuen t
Category HeadNion.g
(RisnC. r ores)
EDUCATFIUON-NDR EVENEUXEP ENDITURE
PayS a&l ary 210 2.50
AdminisEtxrpaetnisvees 220 0.4
Opera&tM iaoinn teenxapnecnes es 230 4.09
TOTA(LB ) 6.99
EDUCATFIUON-NDC APIETXAPLE NDITURE
CreaotfiP oenr maAnsesnett s 410 10.45
TOTAL(C) 10.45
CUMULATTOITVAELD · ( •B )+ C 17.44
TOTSALU RPL-UE(S A --D) 7.86
Details (RisCn.r ore}
TOTIANLC OME 1333.46
TOTEAXLP ENDITURE 1454.55
TOTSAULR PLUS -121.09
(S-dM)a yor
TiruchiCriaMtpuypn ailclCiiop raplo ration
A
11,.,,
Assic�sJtain�t� er (A.coounts)
l'i.rui:�alClii MtUDiyc iCpoalr poration
\
scannweidtC ha
m' ScannerA-57
TiruchiCriatMpyup nailclCiiop raplo ration
AnnuBauld gSetta temfeotnrht ye e a2r0 2-42 02{5A bstract)
Estimate Amount
Category HeadiNnog.
{Risn.C rores)
REVENFUUEN -DI NCOME
PropTearxt y 110 72.00
ReveGnruaefn rtoo mt hGeorv ernment 120 21.00
Departments
RenItnaclo fmreoC mo rporPartoipoenr ties 130 116.30
Incofmreod me livMeurniincSgie pravli ces 140 45.53
IncofmreoS ma les 150 1.33
OthReerv eGnruaefn rtoS mt aFtien ance 160 203.00
CommisasniCdoe nn tralC oFmimniasnscieo n
Inteornie nsvte stment 170 0.50
Intefrreobsmat n k 171 0.50
Miscelliannceoomues 180 8.10
PriYoeraI rn come 280 0.50
TOTA{LA ) 468.76
CAPIFTUANL-D I NCOME
Granftrso m Government 320 230.75
SecuLroeadn s 330 6.99
Un-SecLuora(enPdsu bCloinct ribution) 331 1.50
TOTA{LB ) 239.24
CUMULATTIOVTEA- LC {-A+){ B) 708.00
REVENFUUEN -DR EVENEUXEP ENDITURE
Pa&yS alary 210 263.3
AdminisEtxrpaetnisvees 220 20.39
Opera&t Miaoinn teenxapnecnes es 230 62.62
FinaEnxcpieanls es 240 15.01
PlanEnxipnegn ses 250 2.05
MunicCiopnatlr ibution 260 3.80
PriYoeraE rx penses 280 0.15
TOTA{LD ) 367.32
CAPIFTUANL-D E XPENDITURE
CreaotfPi eornm aAnsesntetht rgsu r ant 260 230.75
Repaymoefsn etc uLroeadn s 330 6.99
CreaotfiP oenr manent Assets 410 127.21
PubCloinct ribution 1.50
TOTA{LE ) 366.45
CUMULATTIOVTEA- LF { D-+E) 733.77
TOTADLE FICIE-NGC E-Y{ C-F) -25.77
A
,If_.,,._,.,
[[j'
A.ss isritiasnst1 o0un)ne t a
ti.tUcahiralliC21?_ i M 1pcaiC l oq> o raUoA
ty ----A-58
EstimAamtoeu nt
Category HeadiNnog.
(Risn.C rores)
WATESRU PPFLUYN -DR EVENIUNEC OME
WatTearx 110 51.00
Incofmreod me livMeurniincSgie pravli ces 140 57.86
Inteornie nsvte stment 170 0.25
Interebsatn kf rom 171 0.20
Miscelliannceoomues 180 0.25
PriYoeraI rn come 280 0.10
TOTA(LA ) 109.66
WATESRU PPFLUYN -DC APIRTEACLE IPT
GranftrsoG mo vernment 320 133.18
SecuLroeadn s 330 70.81
Un-SecLuoraends 331 0.00
TOTA(LB ) 203.99
CUMULATTIOVTEA- LC (-A+) (B) 313.65
WATESRU PPFLUYN -DR EVENEUXEP ENDITURE
Pa&yS alary 210 8.45
AdminisEtxrpaetnisvees 220 0.43
Opera&t Miaoinn tenance expenses 230 53.54
FinaEnxcpieanls es 240 15.01
MunicCiopnatlr ibution 260 0.07
PriYoeraE rx penses 280 0.15
TOTA(LD ) 77.65
WATESRU PPFLUYN -DC APIETXAPLE NDITURE
CreaotfiP oenrm aAnsesnettth rsGu r ant 260 133.18
Repaymoefsn etc uLroeadn s 330 70.81
CreaotfPi eornm aAnsesnett s 410 5.50
TOTA(LE ) 209.49
CUMULATTIOVTEA- LF ( D-+E) 287.14
TOTASLU RPL-UGS{ C--F) 26.51
EDUCATFIUONN-D R EVENIUNEC OME
Education Tax 110 18.00
OthReerv eGnruaefn rtoS mt aFtien ance 160 2.50
CommisasniCdoe nn tFrianlaC nocmem ission
Intefrreobsmat n k 171 0.35
Miscelliannceoomues 180 0.01
TOTA(LA ) 20.86A-59
EstimAamtoeu nt
Category HeadiNnog.
(Risn.C rores)
EDUCATFIUONN-D R EVENEUXEP ENDITURE
Pa&yS alary 210 1.20
AdminisEtxrpaetnisvees 220 0.41
Opera&tM iaoinn teenxapnecnes es 230 2.72
TOTA(LB ) 4.33
EDUCATFIUONN-D C APIETXAPLE NDITURE
CreaotfiP oenr maAnsesnett s 410 16.00
TOTA(LC } 16.00
CUMULATTIOVTEA- LD ( B-+C} 20.33
TOTASLU RPL-UES( A--D) 0.53
Details (RisnC. r ore)
TOTAILN COME 1042.51
TOTAELX PENDITURE 1041.24
TOTASLU RPLUS 1.27
(S-dM)a yor
TiruchiCriatMpyupn ailclCiiop raplo rationA-60
TiruchiCriatMpyup nailclCiiop raplo ration
AnnuBauld gSetta temfeotnrht ye e a2r0 2-32 02(4A bstract)
EstimAamtoeu nt
Category HeadiNnog.
(Risn.C rores)
REVENFUUEN -DI NCOME
PropTearxt y 110 68.10
ReveGnruaen to tfhrGeoormv ernment 120 22.00
Departments
RenItnaclo fmreoC mo rporPartoipoenr ties 130 47.51
Incofmreod me livering Municipal Serv1i4c0e s 40.94
IncofmreoS ma les 150 1.17
OthReerv eGnruaefn rtoS mt ate Finance 160 124.00
CommisasniCdoe nn tFrianlaC nocmem ission
Inteornie nsvte stment 170 3.00
Intefrreobsmat n k 171 5.00
Miscelliannceoomues 180 5.10
PriYoeraI rn come 280 1.00
TOTA(LA ) 317.82
CAPITFAULN DI N-COME
GranftrsoG mo vernment 320 190.50
SecuLroeadn s 330 173.95
Un-SecLuora(enPdsu bCloinct ribution) 331 1.50
TOTA(LB ) 365.95
CUMULATTIOVTEA- LC (-A+) (B) 683.77
REVENFUUEN -DR EVENEUXEP ENDITURE
Pa&yS alary 210 188.81
AdminisEtxrpaetnisvees 220 12.36
Opera&tM iaoinn teenxapnecnes es 230 51.06
FinaEnxcpieanls es 240 7.01
PlanEnxipnegn ses 250 0.25
MunicCiopnatlr ibution 260 4.30
PriYoeraE rx penses 280 0.25
TOTA(LD ) 264.04
CAPITFAULN -DE XPENDITURE
CreaotfPi eornm aAnsesntetht rsgu r ant 260 190.50
Repaymoefsn etc uLroeadn s 330 173.95
CreaotfPi eornm aAnsesnett s 410 89.75
PubCloinct ribution 1.50
455.70
TOTA(LE )
CUMULATTIOVTEA- LF ( D-+E) 719.74
TOTADLE FICIE-NGC( EC-Y- F) -35.97
A
.rJ
-J
fJJ.t:-.,
A.�::,!:�r..t011� counts)
�michirCappiaMtlunyli ic Ciopraplo ratio�A-61
EstimAamtoeu nt
Category HeadiNnog.
(Risn.C rores)
WATESRU PPFLUYN -DR EVENIUNEC OME
WatTearx 110 49.00
Incofmreod me livMeurniincSgie pravli ces 140 60.30
Inteornie nsvte stment 170 0.50
Intefrreobsmat n k 171 0.25
Miscelliannceoomues 180 0.10
PriYoeraI rn come 280 0.10
TOTA(LA ) 110.25
WATESRU PPFLUYN -DC APIRTEACLE IPT
GranftrsoG mo vernment 320 196.00
SecuLroeadn s 330 36.68
Un-SecLuoraends 331 0.00
TOTA(LB ) 232.68
CUMULATTIOVTEA CL (-A+)( B) 342.93
a
WATESRU PPFLUYN -DR EVENEUXEP ENDITURE
Pa&yS alary 210 7.73
AdminisEtxrpaetnisvees 220 0.98
Opera&tM iaoinn teenxapnecnes es 230 48.14
FinaEnxcpieanls es 240 12.01
MunicCiopnatlr ibution 260 0.07
PriYoeraE rx penses 280 0.10
TOTA(LD ) 69.03
WATESRU PPFLUYN -DC APIETXAPLE NDITURE
CreaotfiP oenr maAnsesntetht rsGu r ant 320 196.00
Repaymoefsn etc uLroeadn s 330 36.68
Creaotfi oPne rmanent Assets 410 4.50
TOTA(LE ) 237.18
CUMULATTIOVTEA- LF ( D-+E) 306.21
TOTASLU RPL-UGS( C--F) 36.72
EDUCATFIUONN-DR EVENIUNEC OME
EducaTtaixo n 110 29.00
OthReerv eGnruaefn rto Smt aFtien ance 160 2.50
CommisasniCdoe nn tralC oFmimniasnscieo n
Intefrreobsmat n k 171 0.05
Miscelliannceoomues 180 0.01
TOTA(LA ) 31.56
Asi.
stsa� o ;ifo,0-;2A
coountt.)
Cjs:_ucbiraeP alClii Mtunyi icpCaolpr oart�lo,,,.
A-62
EstimAamtoeu nt
Category HeadiNnog.
(Risn.C rores)
EDUCATFIUONN-D R EVENEUXPE E NDITURE
Pa&yS alary 210 0.85
AdminisEtxrpaetnisvees 220 0.55
Opera&t Miaoinn teenxapnecnes es 230 1.20
TOTA(LB ) 2.60
EDUCATFIUONN-D C APITEAXELPN DITURE
CreaotfPi eonr maAnsesnett s 410 20.85
TOTA(LC ) 20.85
CUMULATTIOVTEA- LD ( B-+C) 23.45
TOTASLU RPL-UES - (A-D} 8.11
Details (RisnC. r ore)
TOTAILN COME 1058.26
TOTAELX PENDITURE 1049.40
TOTASLU RPLUS 8.86
{S-dM)a oyr
TiruchiCriaMtpuypn acili lpCiao lr poration
_sta�n�!1:1t�:111 1,.,� s.i oousn)t
appCahlMyuu mc1Cpoarplo rationA-63
TiruchiCriatMpyup nailclCiiop raplo ration
AnnuBauld gSetta temfeotnrht ye e a2r0 2-22 02(3A bstract)
EstimAamtoeu nt
Category HeadNion.g
(Risn.C rores)
REVENFUUEN DI N-COME
PropTearxt y 110 67.40
ReveGnruaefn rtoo mt hGeorv ernment 120 29.00
Departments
RenItnaclo fmreoC mo rporation Properties1 30 32.53
Incofmreod me livMeurniincSgie pravli ces 140 41.24
IncofmreoS ma les 150 1.22
OthHeerv eGnruaefn rto Smt aFtien ance 160 157.00
rf"\rnrnic-ciAn-::l nrlr ontr'.'.ll Cin-:::::arnrruo-n rniccif"'\n
\,...Ulllllll..::>..JIVIIU IIU \,,....:;IILIUII 111011\..\,,...'CV lllllll.:>.:llUII
Inteornie nsvte stment 170 6.50
Intefrreobsmat n k 171 4.25
Miscelliannceoomues 180 7.75
PriYoeraI rn come 280 2.00
TOTA{LA ) 348.89
CAPITFAULN DI N-COME
Granftrso m Government 320 1433.26
SecuLroeadn s 330 236.86
Un-SecLuora(enPdsu bCloinct ribution) 331 1.35
TOTA(LB ) 1671.47
CUMULATTIOVTEA- LC ( A-+) (B) 2020.36
REVENFUUEN -DR EVENEUXEP ENDITURE
Pa&yS alary 210 192.93
AdminisEtxrpaetnisvees 220 11.73
Opera&tM iaoinn teenxapnecnes es 230 41.15
FinaEnxcpieanls es 240 0.51
PlanEnxipnegn ses 250 0.25
MunicCiopnatlr ibution 260 3.7
PriYoeraE rx penses 280 0.25
TOTA(LD ) 250.52
CAPITFAULN DE X-PENDITURE
Creaotfi oPne rmanetnhtrg urA asnste ts 1433.26
Repaymoefsn etc uLroeadn s 330 236.86
CreaotfiP oenr maAnsesnett s 410 155.50
PubCloinct ribution 1.35
TOTA(LE ) 1826.97
CUMULATTIOVTEA- LF ( D-+E) 2077.49
TOTADLE FICIE-NGC( EC-Y- F) -57.13
.,.,
411:-vi
�'1' •. _. -u.,.., > :..,• c....,t l,• 4,. :> hlr"•t C a ip, Ms1 typ1 unsnn � aie lrA cC c lic oio prps u a) .n o ' l ~ t r - 1a t
�A-64
EstimAamtoeu nt
Category HeadiNnog.
(Risn.C rores)
WATESRU PPFLUYN -DR EVENIUNEC OME
WatTearx 110 52.60
Incofmreod me livMeurniincSgie pravli ces 140 65.46
Inteornie nsvte stment 170 0.50
Intefrreobsmat n k 171 0.50
Miscelliannceoomues 180 0.60
PriYoeraI rn come 280 0.10
TOTA(LA ) 119.76
WATESRU PPFLUYN -DC APIRTEACLE IPT
GranftrsoGm o vernment 320 0.00
SecuLroeadn s 330 0.00
Un-SecLuoraends 331 0.00
TOTA(LB ) 0.00
CUMULATTIOVTEA- LC (-A+)( B) 119.76
WATESRU PPFLUYN -DR EVENEUXEP ENDITURE
Pa&y Salary 210 7.42
AdminisEtxrpaetnisvees 220 0.58
Opera&t Miaoinn teenxapnecnes es 230 35.09
FinncaIiE ax penses 240 14.00
MunicCiopnatlr ibution 260 0.10
PriYoeraE rx penses 280 0.01
TOTA(LD ) 57.20
WATESRU PPFLUYN -DC APIETXAPLE NDITURE
Repaymoefsn etc uLroeadn s 330 0
CreaotfiP eornm aAnsesnett s 410 4.50
TOTA(LE ) 4.50
CUMULATTIOVTEA- LF ( D-+E) 61.70
TOTASLU RPL-UGS( C--F} 58.06
EDUCATFIUONN-D R EVENIUNEC OME
EducaTtaixo n 110 18.90
OthReerv eGnruaefn rtoS mt aFtien ance 160 3.00
CommisasniCdoe nn fFrianlaC nocmem ission
Intefrreobsmat n k 171 0.07
Miscelliannceoomues 180 0.01
TOTA(LA ) 21.98
r
�::�
.
Ass,1·t11 s ..,t0mn.11's...·os u1nntnse)r
ww<hiappalliC iMt=yip orationA-65
EstimAamtoeu nt
Category HeadiNnog.
(Risn.C rores)
EDUCATFIUONND R E-VENEUXEP ENDITURE
Pa&yS alary 210 0.50
AdminisEtxrpaetnisvees 220 0.55
Opera&t Miaoinn teenxapnecnes es 230 0.80
TOTA(LB ) 1.85
EDUCATFIUONN-D C APIETAXLP ENDITURE
CreaotfiP oenr maAnsesnett s 410 20.00
TOTA(LC ) 20.00
CUMULATTIOVTEA- LD ( B-+C) 21.85
TOTASLU RPL-UES - (A-D) 0.13
Details (RisnC. r ore)
TOTAILN COME 2162.10
TOTAELX PENDITURE 2161.04
TOTASLU RPLUS 1.06
(Sd-M)a yor
TiruchirCaiptMpyua nlilciCi opraplo ration
A 11.01 s£?� tJ.11la1nVs1tos ikne ro unts)
ri�ruhaiprpCaiHtyMiun ·1 pCaolrp orationANNEXURE-VII A-66
INDICATIVE COVENANTS
An indicative list of covenants is set forth below:
1.1. Affirmative Covenants
The Issuer shall, at all times until the Final Settlement Date:
(a) utilise the funds raised through the Issue solely towards the Purpose, subject to fulfilling the
requirements set out in Debenture Trust Deed;
(b) comply with all Applicable Laws which are applicable to the Issuer (including, without
limitation, the Act, the SEBI Municipal Debt Regulations, and the circulars and rules issued in
terms thereof including, without limitation, any laws which become applicable as a result of
this Issue or as a result of using the proceeds hereof for the Purpose and shall keep in full force
and effect all consents, authorisations, Government Approvals for entry into and performance
of its obligations under the Transaction Documents;
(c) keep proper books of account as required by Applicable Law and make true and proper entries
therein of all dealings and transactions of and in relation to the Debentures and keep the said
books of account and all other books, registers and other documents relating to the affairs of
the Issuer at its office and the Issuer will ensure that the same shall at reasonable times be open
for inspection by the Debenture Trustee and such person or persons, as the Debenture Trustee
shall, from time to time, in writing for that purpose appoint;
(d) discharge and perform all its obligations and covenants as undertaken by it in terms of any of
the other Transaction Documents and shall ensure that its obligations under the Transaction
Documents shall rank above and prior to all its other present and future obligations, in terms of
this Deed;
(e) carry on and conduct its operations with due diligence and efficiency and in accordance with
sound technical, managerial and financial standards and business practices with qualified and
experienced management and personnel and duly and punctually pay any rent, rate, cess,
revenue impost, duty, tax, premium, payables and outgoings which become lawfully payable
by the Issuer including in respect of the assets of the Issuer or any part thereof;
(f) promptly and expeditiously attend to and redress the grievances, if any, of the Debenture
Holders and shall be registered on the SEBI Complaints Redress System (SCORES) platform
or such other electronic platform or system as may be prescribed from time to time in order to
handle investor complaints electronically. The Issuer further undertakes that it shall promptly
comply with the suggestions that may be given in this regard, from time to time, by the
Debenture Trustee and shall advise the Debenture Trustee periodically of the compliance;
(g) ensure all amounts deposited in the Collection Accounts are transferred to the Escrow Account;
(h) ensure that the accounts of the Issuer are prepared in accordance with the national municipal
accounts manual or such other similar municipal accounts manual adopted by the G.o.T.N and
that the accounts of the Issuer are audited by the persons appointed by the Issuer, as permissible
under the Act;A-67
(i) ensure that the bank account of the Issuer wherein the proceeds of the Issue have been received
and the Payment Accounts are audited by persons appointed by the Issuer within 90 (Ninety)
days of the end of each financial year and the reports generated in respect of such audit shall be
promptly shared with the Debenture Trustee;
(a) the Issuer shall ensure that the Payment Accounts are maintained with a scheduled commercial
bank which has been assigned a credit rating of at least AA+ by 2 (Two) rating agencies
(“Rating Criteria”). In case, at any point of time, the rating of senior debt of the Bank falls
below AA+ by any rating agency the Issuer shall, with the written consent of Debenture Trustee,
move the funds to any other bank satisfying the Rating Criteria.
(k) The Issuer shall create and maintain a reserve to be called the Recovery Expense Fund as per
the provisions of and in the manner provided in the SEBI (Debenture Trustee) Regulations,
1993 as amended from time to time and SEBI Master Circular for Debenture Trustees bearing
reference number SEBI/HO/DDHS-PoD-1/P/CIR/2025/117 dated August 13, 2025 as may be
amended, clarified or updated from time to time and any guidelines and regulations issued by
SEBI, as applicable. The Issuer shall submit to the trustee certificate duly certified by the
statutory auditors/independent chartered accountant/letter or confirmation from designated
stock exchange confirming creation and the form of such Recovery Expense Fund by the Issuer.
The balance in the Recovery Expense Fund shall be refunded to the Issuer on repayment of
obligations to the debenture holders for which a ‘no objection certificate (NOC)’ shall be issued
by the debenture trustee(s) to the designated stock exchange. The debenture trustee(s) shall
satisfy that there is no ‘default’ on any other listed debt securities of the Issuer before issuing
the said NOC.
(l) The Issuer shall furnish to the Debenture Trustee all information/ documents required to be
submitted to the Debenture Trustee, to enable it to carry out the due diligence in terms of SEBI
Master Circular for Debenture Trustee; and necessary reports / certificates to the stock
exchanges / SEBI and make the necessary disclosures on its website.
(m)The Issuer shall supply to the Trustee (sufficient copies for all Debenture Holder(s) if the
Trustee so requests) half yearly un-audited financial results within forty five (45) days of the
end of the first half year and the audited financial statements for the financial year (including
statutory auditors report, directors’ annual report, profit and loss accounts and a balance sheet)
by no later than 60 (sixty) days from the end of the relevant financial year;
(n) the Issuer shall ensure that Tax Income (means property tax, water charges and Vacant Site Tax
(VST) charges) or any other specified revenue/cashflow deposited in the account(s) where Tax
Income are collected solely in the Collection Account.
1.2. Information Covenants
The Issuer hereby covenants with the Debenture Trustee that (except as may be previously agreed
in writing by the Debenture Trustee) the Issuer shall ensure:
a) that all funds deposited of Tax Income (Tax Income means the property tax, water charges and
Vacant Site Tax (VST) charges are deposited in the account(s) where Tax Income shall be
collected (Collection Accounts(s)) and any other specified revenue/cashflow shall be
transferred to a separate no-lien Escrow Account for debt servicing. The transfer should be done
on daily basis except on the last business day of every month to the Escrow Account and shall
inform to the Debenture Trustee on such transfer being made to the Escrow Account.A-68
b) that a report to the Debenture Trustee on a quarterly basis, within 30 (Thirty) days from the end
of each quarter, containing the following particulars:
i) Updated list of names and addresses of the Debenture Holder(s);
ii) Details of Coupon due but unpaid and reasons for non-payment thereof; and
iii) The number and nature of grievances received from the Debenture Holder(s),
grievances resolved by the Issuer and those grievances not yet resolved and the
reasons for the same;
c) shall furnish a report to the Debenture Trustee, the Rating Agencies and NSE on a half-yearly
basis within 30 (Thirty) days from the end of each half-year, containing the following
particulars:
d) submit a certificate from the statutory auditor of the Issuer on the utilisation of the proceeds of
the Issue for the execution of the Project;
e) furnish a report containing status of implementation of ongoing Project which are being
financed by the proceeds of the Issue alongwith reasons for delay, if any and the amount of
utilisation of issue proceeds related to such Project as stated in the Placement Memorandum;
f) provide details with respect to the development of the Project along with certifications from the
relevant project engineers, as applicable;
g) immediately inform of occurrence of any event which constitutes a Material Adverse Change;
h) inform of any proposal for prepayment of the Debentures, valuation of the Debentures in case
of sale/purchase before the Maturity Dates etc;
i) Comply with the financial covenants and conditions set out in the Debenture Trust Deed;
j) shall till any of the Debentures are outstanding, maintain the Minimum Security Cover.
k) shall submit half yearly returns of the Issuer on the servicing of the Debentures, the credit
enhancement facilities and the number and nature of grievances received from the Debenture
Holder(s), grievances resolved by the Issuer and those grievances not yet resolved and the
reasons for the same (including details of the number of complaints pending at the beginning
of the half year, the number of complaints received during the half year, the number of
complaints disposed of during the half year and the number of complaints pending at the end
of the half year); and
l) shall furnish certificate issued by an independent chartered accountant certifying that the Issuer
is servicing the Debentures timely and on the relevant Due Dates;
m) shall submit to the Debenture Trustee, for every successive period of 1 (One) year from the date
of the first credit rating letters from the Rating Agencies, a fresh credit rating letter assigning a
credit rating to the Debentures;A-69
n) shall submit to the Debenture Trustee and the Debenture Holders the soft copies of full annual
reports to the Debenture Holders who have registered their e-mail address for such purpose and
the hard copy of the full annual reports to those Debenture Holders who request for the same;
o) shall furnish a certificate to the Debenture Trustee and to NSE, within 5 (Five) Working Days
of each Due Date, intimating the status of payment of the Secured Obligations on the relevant
Due Date;
p) shall provide NSE a written intimation of Record Date at least 7 (Seven) Working days in
advance (excluding the date of intimation and the Record Date) specifying the purpose of the
Record Date;
q) shall disclose the balances in the Payment Accounts and the general fund account(s) of the
Issuer as referred to in the Debenture Trust Deed along with notes pertaining to transfers made
to/from these accounts, to the Debenture Trustee and NSE within 45 (Forty Five) calendar days
from end of each financial quarter;
r) shall submit to the Debenture Trustee and NSE, its unaudited financial results and the
comparative information for the immediately preceding corresponding half year which have
been taken on record by the relevant committee/ general board of the Issuer on a half-yearly
basis, forthwith when the same are available but in any event within 45 (Forty Five) days from
end of first half-year;
s) shall submit to the Debenture Trustee and NSE, its duly audited annual financial statements
along with the annual report of the Issuer and the comparative information for the immediately
preceding financial year which have been taken on record by the relevant committee/ general
board of the Issuer, forthwith upon completion of such audit and in any event within 60 (Sixty)
days from end of the financial year along with audit report. The comparative information is
required to be submitted by the Issuer and the annual report shall consist of all the details
required in terms of Applicable Law (including, without limitation, the circular issued by SEBI
for Municipal Debt Regulations and the requirements of the SEBI circular dated June 19, 2017
in relation to ‘Continuous disclosures and compliances by listed entities’ bearing reference no.
CIR/IMD/DF1/60/2017 read with SEBI Circular dated November 13, 2019 bearing reference
no. SEBI/HO/DDHS/CIR/P/134/2019 as amended from time to time;
t) shall promptly provide a written notice to the Debenture Trustee on the occurrence of any event
which constitutes a Material Adverse Change;
u) shall promptly provide a written notice to the Debenture Trustee on any change in the
composition of the Issuer;
v) shall provide written notice to the Debenture Trustee, of its intention to raise funds through debt
securities (either through a public issue or on private placement basis) prior to the meeting of
the Council/Committee of the Issuer wherein the proposal to raise funds through new debt
securities shall be considered;
w) shall provide written notice to the Debenture Trustee, of all events or information having a
bearing on the performance/ operation of the Issuer, material or price sensitive information or
any action that shall affect the payment of Coupon or redemption of debt securities including,
without limitation, the events set out in the Annexure I to the circular issued by SEBI for
Municipal Debt Regulations and the requirements of the SEBI circular dated June 19, 2017 inA-70
relation to ‘Continuous disclosures and compliances by listed entities’ bearing reference no.
CIR/IMD/DF1/60/2017 read with SEBI Circular dated November 13, 2019 bearing reference
no. SEBI/HO/DDHS/CIR/P/134/2019, as amended from time to time, as soon as reasonably
possible but in any event no later than 24 (Twenty Four) hours from the occurrence of such
event or information;
x) in the event that the credit rating assigned by any rating agency is revised due to any reason,
the Issuer shall intimate the Debenture Trustee, the NSE and each of the Debenture Holders, in
writing of such revision, the reasons for such revision and the steps proposed to be taken for
recovering the rating in case of a downgrade of the credit rating, promptly;
y) shall provide to the Debenture Trustee such information as may be required by the Debenture
Trustee for the effective discharge of the duties and obligations of the Debenture Trustee, from
time to time; and
z) upon there being any change in the credit rating assigned to the Debentures, as soon as
reasonably practicable thereafter, a letter notifying the Trustee of such change in the credit
rating of the Debentures, and further also inform the Debenture Trustee promptly in case there
is any default in timely payment of interest or redemption amount or both, or there is a breach
of any covenants, terms or conditions by the Issuer in relation to the Debentures under any
Transaction Documents.
aa) in case of initiation of forensic audit (by whatever name called) in respect of the Issuer, the
Issuer shall provide following information and make requisite disclosures to the stock
exchanges:
(i) the fact of initiation of forensic audit along-with name of entity initiating the audit and
reasons for the same, if available; and
(ii) final forensic audit report (other than for forensic audit initiated by regulatory /
enforcement agencies) on receipt by the Issuer along with comments of the management,
if any
bb) without prejudice to the aforesaid, the Issuer 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.
cc) Monitoring
The Issuer will provide all such assistance to the Debenture Trustee as may be required by it, to
carry out the necessary due diligence and monitor the security cover in the manner as may be
specified by SEBI from time to time. In this regard, in accordance with the Chapter VI
(Periodical/ Continuous Monitoring by Debenture Trustee) of the SEBI Master Circular for
Debenture Trustees, the Issuer undertakes and agrees to provide all relevant
documents/information, as applicable, to enable the Debenture Trustee to submit the following
reports/certifications to NSE in accordance with Chapter VI (Periodical/ Continuous
Monitoring by Debenture Trustee) of the SEBI Master Circular for Debenture Trustees:
(i)a security cover certificate on a quarterly basis, within 60 (Sixty) days from each Quarterly
Date (other than March 31 of the relevant Financial Year) and within 75 (Seventy Five) daysA-71
from March 31 of the relevant Financial Year or such other timelines as may be prescribed
under Applicable Law in the format prescribed in the SEBI Master Circular for Debenture
Trustees; and
(ii) a statement of the value of the debt service reserve account or any other form of security
offered on a quarterly basis, within 60 (Sixty) days from each Quarterly Date (other than
March 31 of the relevant Financial Year) and within 75 (Seventy Five) days from March 31
of the relevant Financial Year or such other timelines as may be prescribed under Applicable
Law.
dd) Recovery Expenses Fund
(i) The Issuer shall maintain Recovery Expense Fund (“REF”) as per the provisions of SEBI
(Debenture Trustees) Regulations, 1993, SEBI Master Circular for Debenture Trustees and
any circulars, guidelines and regulations issued by SEBI, as applicable. The Recovery
Expense Fund shall be created to enable the Debenture Trustee to take prompt action in
relation to the enforcement of the Security in accordance with the Transaction Documents
and in accordance with SEBI Master Circular for Debenture Trustees.
(ii) The balance in the Recovery Expense Fund shall be refunded to the Issuer on repayment
to the Debenture Holders for which a ‘No Objection Certificate (NOC)’ shall be issued by
the Debenture Trustee(s) to the designated stock Exchange. The Debenture Trustee shall
satisfy that there is no ‘default’ on any other listed debt securities of the Company before
issuing the NOC.
(a) The Debenture Trustee shall supervise the implementation of the conditions, creation of
Recovery Expense Fund as applicable.
1.3. Negative Covenants
At all times until the Final Settlement Date, the Issuer shall not, without the prior written
consent of the Debenture Trustee (acting upon the instructions of the Majority Debenture
Holders):
(a) enter into any agreement or commitment of any sort, the terms of which conflicts with the
provisions of the Transaction Documents;
(b) close the Collection Accounts and/ or collect the Tax Income in any other account;
Notwithstanding anything to the contrary contained herein, the Issuer shall be entitled to
open new collection accounts or amend, replace or otherwise vary the existing collection
accounts with the prior written consent of the Trustee, and no consent or approval of the
Bondholders shall be required in this regard.
(c) Abolish, alter or reduce the Tax Income levied by the Issuer.
(d) undertake or enter into any transaction of merger, de-merger, consolidation, re-organisation,
or compromise with its creditors.
1.4. Financial Covenants and ConditionsA-72
The Issuer hereby covenants with the Debenture Trustee that the Issuer shall comply with each
of the Financial Covenants and Conditions more particularly set out in the Debenture Trust
Deed.
1.5. Indemnity Provision
The Issuer hereby agrees to indemnify the Debenture Trustee and the Debenture Holders and
their respective officers, representatives and agents from and against all actual claims, damages,
fines, penalties, losses, costs and expenses, including attorneys’ fees incurred by the Debenture
Trustee and the Debenture Holders, as a result of the Debenture Trustee entering into this Deed
and/or as a result of the Debenture Holders agreeing to subscribe and subscribing to the
Debentures, including without limitation:
(a) the Issuer failing to comply with the provisions of any Applicable Laws and any other law
for the time being in force; and/ or
(b) the Issuer failing to take necessary action to protect the interest of the Debenture Trustee
and/or the Debenture Holders in respect of the whole or any part in terms of the Transaction
Documents; and/ or
(c) the occurrence of any Event of Default; and/ or
(d) levy by any Governmental Authority of any charge, tax, stamp duty, registration charge, or
penalty in connection with regularising or perfecting any of the Transaction Documents as
may be required under Applicable Law and any other law for the time being in force at any
time during the tenor of the Debentures, or getting any of the Transaction Documents
admitted into evidence, or relying on any Transaction Documents for proving any claim;
and/ or
(e) the exercise of any of the rights by the Debenture Holders under this Deed and any of the
Transaction Documents as a result of any breach or non-performance of the Issuer of any
obligations under the Transaction Documents.
PROVIDED NEVERTHELESS that nothing contained in the Debenture Trust Deed shall
exempt the Debenture Trustee from or indemnify it against any liability for breach of trust nor
any liability which by virtue of any rule or law would otherwise attach to it in respect of any
fraud, negligence, wilful misconduct, omission or breach of trust which it may be guilty of in
relation to their duties thereunder.