SAMMAAN CAPITAL LIMITED – Draft Shelf Prospectus

Draft Shelf Prospectus September 26, 2025 (Please scan this QR code to view the Draft Shelf Prospectus) SAMMAAN CAPITAL LIMITED (formerly known as Indiabulls Housing Finance Limited) Our Company was incorporated as Indiabulls Housing Finance Limited under the Companies Act, 1956 on May 10, 2005, in New Delhi with the Registrar of Companies, Delhi and Haryana at New Delhi (the “RoC”) and received a certificate for commencement of business from the RoC on January 10, 2006. The corporate identification number of our Company is L65922DL2005PLC136029. Pursuant to the resolution passed by our shareholders at their annual general meeting held on September 25, 2023 and an application filed by the Company with the Reserve Bank of India (“RBI”), the Company has obtained a certificate of registration dated June 28, 2024, bearing registration number N-14.03624, as a non-banking financial company without accepting public deposits by RBI in accordance with Section 45IA of Reserve Bank of India Act, 1934 (“COR”). RBI also approved the change of name of the Company to “Sammaan Capital Limited” under the COR, which was given effect on the date of receipt of the COR by the Company (being July 2, 2024). Additionally, our Company has received a fresh certificate of incorporation dated May 21, 2024 from the Ministry of Corporate Affairs pursuant to its change of name to Sammaan Capital Limited. The PAN of our Company is AABCI3612A. For details of changes to the name, certificate of registration and registered office of our Company, see “History and other Corporate Matters” on page 184. Registered Office: A-34, 2nd and 3rd Floor, Lajpat Nagar-II, New Delhi 110 024, India; Tel: +91 11 4353 2950; Fax: +91 11 4353 2947; Email: homeloans@sammaancapital.com Corporate Office: One International Center, Tower 1, 18th Floor, Senapati Bapat Marg, Elphinstone Road, Mumbai – 400 013, Maharashtra, India and 1st Floor, Tower 3A, DLF Corporate Greens, Section – 74A, Gurugram, Narsinghpur, Haryana 122 004, India; Tel.: +91 22 6189 1400 Fax: +91 22 6189 1416; Website: www.sammaancapital.com; Email: homeloans@sammaancapital.com Company Secretary and Compliance Officer: Amit Kumar Jain; Tel.: +91 124 6048 213; Fax: +91 124 6048 214; E-mail: ajain@sammaancapital.com Chief Financial Officer: Mukesh Kumar Garg; Tel.: +91 11 48147506; Fax: +91 11 48147501; Email: mukesh.garg@sammaancapital.com OUR COMPANY IS A PROFESSIONALLY MANAGED COMPANY AND DOES NOT HAVE AN IDENTIFIABLE PROMOTER PUBLIC ISSUE BY SAMMAAN CAPITAL LIMITED (FORMERLY KNOWN AS INDIABULLS HOUSING FINANCE LIMITED) (THE “COMPANY” OR THE “ISSUER”) OF SECURED REDEEMABLE NON- CONVERTIBLE DEBENTURES OF FACE VALUE OF ₹ 1,000 EACH (THE “NCDs” OR THE “DEBENTURES”), FOR AN AMOUNT UP TO ₹ 2,000 CRORES (THE “SHELF LIMIT”, AND SUCH ISSUE, THE “ISSUE”). THE NCDs WILL BE ISSUED IN ONE OR MORE TRANCHES UP TO THE SHELF LIMIT, IN THE RELEVANT TRANCHE PROSPECTUS FOR ANY TRANCHE ISSUE (EACH, A “TRANCHE ISSUE”), WHICH SHOULD BE READ TOGETHER WITH THIS DRAFT SHELF PROSPECTUS AND THE SHELF PROSPECTUS (COLLECTIVELY, THE “OFFER DOCUMENTS”). THE ISSUE IS BEING MADE PURSUANT TO THE PROVISIONS OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021, AS AMENDED (THE “SEBI NCS REGULATIONS”), THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER, AS AMENDED AND TO THE EXTENT NOTIFIED. GENERAL RISKS Investment in non-convertible securities is risky, and investors should not invest any funds in such securities unless they can afford to take the risk attached to such investments. Investors are advised to take an informed decision and to read the risk factors carefully before investing in this offering. For taking an investment decision, investors must rely on their examination of the issue including the risk involved in it. Specific attention of investors is invited to statement of risk factors contained under “Risk Factors” and “Material Developments” on pages 19 and 226, respectively. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the non-convertible securities or investor’s decision to purchase such securities. This Draft Shelf Prospectus has not been and will not be approved by any regulatory authority in India, including SEBI, RBI, the RoC or any stock exchange in India nor do they guarantee the accuracy or adequacy of this document. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Draft Shelf Prospectus, read together with the Shelf Prospectus and relevant Tranche Prospectus for a Tranche Issue, does contains and will contain all information with regard to the Issuer and the relevant Tranche Issue which is material in the context of the Issue. The information contained in this Draft Shelf Prospectus read together with the Shelf Prospectus and all relevant Tranche Prospectus is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly stated and that there are no other facts, the omission of which makes this Draft Shelf Prospectus as a whole or any of part of such information or the expression of any such opinions or intentions misleading, in any material respect. This Issue is not underwritten. COUPON RATE, COUPON PAYMENT FREQUENCY, REDEMPTION DATE, REDEMPTION AMOUNT & ELIGIBLE INVESTORS For the details relating to coupon rate, coupon payment frequency, redemption date and redemption amount of the NCDs, see “Terms of the Issue” on page 391. For details relating to Eligible Investors, please see “Issue Related Information” on page 381. CREDIT RATINGS The NCDs proposed to be issued under this Issue have been rated “Crisil AA/Stable” (pronounced as Crisil double A rating with stable outlook) by Crisil Ratings Limited vide their letter dated May 31, 2025, revalidated vide their letters dated July 30, 2025 and September 19, 2025 and read with rationale dated May 30, 2025 and credit bulletin dated August 4, 2025, and “[ICRA] AA (Stable)” (pronounced as ICRA double A rating with a stable outlook) by ICRA Limited vide their letter dated June 25, 2025, revalidated vide their letter dated September 23, 2025 and read with rationale dated June 26, 2025. For the rationale and press release for these ratings, see “General Information”, “Annexure A” and “Annexure B” on pages 65, 466 and 467, respectively, of this Draft Shelf Prospectus. The rating given by the Credit Rating Agencies is valid as on the date of this Draft Shelf Prospectus and shall remain valid until the rating is revised or withdrawn. These ratings are not a recommendation to buy, sell or hold securities and investors should take their own decision. Securities with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such securities carry very low credit risk. These ratings are subject to suspension, revision or withdrawal at any time by the assigning rating agencies and should be evaluated independently of any other ratings. There are no unaccepted ratings and any other ratings other than as specified in this Draft Shelf Prospectus. LISTING The NCDs offered through this Draft Shelf Prospectus, read together with the Shelf Prospectus and relevant Tranche Prospectus, are proposed to be listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”, and together with BSE, the “Stock Exchanges”). Our Company has received an ‘in-principle’ approval from BSE vide its letter no. [•] dated [•] and NSE vide its letter no. [•] dated [•]. For the purposes of the Issue, BSE shall be the Designated Stock Exchange. PUBLIC COMMENTS The Draft Shelf Prospectus dated September 26, 2025 has been filed with BSE and NSE, pursuant to Regulation 27(2) of the SEBI NCS Regulations and will be open for public comments for a period of one day from the date of filing of this Draft Shelf Prospectus with the Stock Exchanges. All comments on this Draft Shelf Prospectus are to be forwarded to the attention of the Company Secretary and Compliance Officer of our Company. Comments may be through post, facsimile or e-mail. However, please note that all the comments by post must be received by the Issuer by 5:00 p.m. (Indian Standard Time) within one day from the date on which this Draft Shelf Prospectus is hosted on the website of the Stock Exchanges. All comments received on this Draft Shelf Prospectus will be suitably addressed prior to filling of the Shelf Prospectus with the RoC. LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE NUVAMA WEALTH MANAGEMENT ELARA CAPITAL (INDIA) PRIVATE LIMITED LIMITED TIPSONS CONSULTANCY TRUST INVESTMENT ADVISORS KFIN TECHNOLOGIES LIMITED 801-804, Wing A, Building No 3 One International Center SERVICES PRIVATE LIMITED PRIVATE LIMITED Selenium Tower B, Plot No. 31 and 32 Inspire BKC, G Block Tower 3, 21st Floor 1st floor, Sheraton House 109/110, Balarama Financial District, Nanakramguda, Bandra Kurla Complex Senapati Bapat Marg Opposite Ketav Petrol Pump Bandra Kurla Complex Serilingampally Bandra East, Mumbai 400 051 Elphinstone Road (West) Polytechnic Road, Ambawadi Bandra (East) Hyderabad Rangareddi 500 032 Tel.: +91 22 4009 4400 Mumbai 400 013, India Ahmedabad 380 015, Gujarat Mumbai 400 051 Telangana, India Email: scl.ncd@nuvama.com Tel: +91 22 6164 8599 Tel.: +91 79 66828064/ 66828000 Maharashtra, India Tel: +91 40 6716 2222 Contact Person: Saili Dave Email: scl.ncd@elaracapital.com Email: sammaan.ncd@tipsons.com Tel.: +91 22 4084 5000 Fax: +91 40 6716 1563 Contact Person: Astha Daga Contact Person: Neha Jain/ Digesh Shah Email: ihfl.ncd@trustgroup.in Email: scl.ncdipo@kfintech.com Contact Person: Hani Jalan Website: www.kfintech.com Contact Person: M Murali Krishna CREDIT RATING AGENCIES JOINT STATUTORY AUDITORS DEBENTURE TRUSTEE** NANGIA & CO LLP, CHARTERED M VERMA & ASSOCIATES, CHARTERED ACCOUNTANTS ACCOUNTANTS 4th Floor, Iconic Tower, Urmi Estate, 1209, Hemkunt Chambers C L A M T E Ci e mR n og u ld nh :mI a h tS t + i abb e lI 9 : car rL i i 1 ti cd E r P4R g 2 i0a s ee 2A s i0 r lI t 6T s r T 0 a o1I 7 t n3PN i2 n7 :a G g r A3 dkS 0 j, e i 0 s tL S 0 k VaI @kM ( eBi lc oI V ) r T nii s ihE i ela D .r c o R mo ad, I E A P T E CC rl e mp oe a lR p nbc : a a ttA h + ir as lai a 9 : cc dL h 1 t veM I e Piv 2M b via e2 e,M rn I kM 6 sT s . o1ai bE o ur n1 han mD 4 :at, h l b V 3 l3 e aa 4r i @d i vM 0 4F e6 i ka 0l c o r 0 r Bgo a 0 ir hn, 2 a d5 lli a a. com G L M M T E Co e ma ou aw ln nhm : ap tae + i aba r r l9 : at caPr s 1 ti ia a h n P4o 2r t f0 e r eo2K al 0 r@ , 4 s a ( 0 IW o4d nn1 n7a ad3em 4 :nis a g Rt 3)M i4 a a Sk0 .a c ie0r nog s gm h, h N Ba en dg ii a/ Jaspreet 8 N I T E Cn9 e me od, lw n i : aN a t + i aDe l9 : ch e 1 tir l nu h P1 f iP eo1 1 r@ l 4a 1 soc 10 me n0 0 v7 :1 e M89 rm0 o 9 a h8 a e s n s do ec ri a Gte as n.c do hm i I U S M T E I CD ni e mn or a vlB i nh .P eav :I ta s. ie a + tr lT r M : oa cs 9 sR tra i1. h t l PsU G R t 2 lI r e@nS o a 2 r rs , ia T s ei4u d I od vE 0nr , nba a8dE F i :n n0i t oS a rc Ac ur 7 eH et ss 0, B ht I E7 eMP iu 3 se m i h.u S l c a d m o NE ii m ln bR a:g a i/V r ki , ea 4GI ssC p0 hr o0 ioE s n u h0S sn n0 e dL a1 @ i I F kM il @ do bI o i iT r d t rbE uiD str tu e est .e coe. mco m Website: www.idbitrustee.com ISSUE PROGRAMME* ISSUE OPENS ON: As specified in the relevant Tranche Prospectus ISSUE CLOSES ON: As specified in the relevant Tranche Prospectus *The Issue shall remain open for subscription on Working Days from 10 a.m. to 5 p.m. (Indian Standard Time) during the period indicated in the relevant Tranche Prospectus, except that the Issue may close on such earlier date or extended date (subject to a minimum period of two working days and a maximum period of 10 working days from the date of opening of the Issue and subject to not exceeding thirty days from filing relevant tranche prospectus with ROC, including any extensions), as may be decided by the Board of Directors of our Company or Securities Issuance and Investment Committee thereof, subject to compliance with Regulation 33A of the SEBI NCS Regulations and receipt of necessary approvals. In the event of an early closure or extension of the Issue, our Company shall ensure that notice of the same is provided to the prospective investors through an advertisement on or before such earlier or extended date of Issue closure in which pre-issue advertisement and advertisement for opening or closure of the Issue have been given. Applications Forms for the Issue will be accepted only from 10:00 a.m. to 5:00 p.m. (Indian Standard Time) or such extended time as may be permitted by BSE and NSE, on Working Days, during the Issue Period. On the Issue Closing Date, the Application Forms will be accepted only between 10 a.m. to 3 p.m. (Indian Standard Time) and uploaded until 5 p.m. (Indian Standard Time) or such extended time as may be permitted by BSE and NSE. Further, pending mandate requests for bids placed on the last day of bidding will be validated by 5 p.m. (Indian Standard Time) on one Working Day post the Issue Closing Date. For further details please refer to the section titled “Issue Related Information” on page 381 of this Draft Shelf Prospectus. ** IDBI Trusteeship Services Limited under Regulation 8 of SEBI NCS Regulations has by its letter dated September 26, 2025 has given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in Offer Document and in all the subsequent periodical communications sent to the holders of the Debentures issued pursuant to this Issue. For further details, please see Annexure C of this Draft Shelf Prospectus. A copy of the Shelf Prospectus and relevant Tranche Prospectus(es) will be filed with the Registrar of Companies, Delhi and Haryana at New Delhi, in terms of section 26 and 31 of the Companies Act, 2013, along with the endorsed/certified copies of all requisite documents. For further details, please see “Material Contracts and Documents for Inspection” on page 463TABLE OF CONTENTS SECTION I: GENERAL ................................................................................................................................................................ 3 DEFINITIONS AND ABBREVIATIONS................................................................................................................. 3 CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF PRESENTATION ............................................................................................................................................... 14 FORWARD LOOKING STATEMENTS ............................................................................................................... 18 SECTION II: RISK FACTORS .................................................................................................................................................. 19 SECTION III: INTRODUCTION .............................................................................................................................................. 65 GENERAL INFORMATION .................................................................................................................................. 65 CAPITAL STRUCTURE ......................................................................................................................................... 76 OBJECTS OF THE ISSUE ...................................................................................................................................... 94 STATEMENT OF POSSIBLE TAX BENEFITS ................................................................................................... 97 SECTION IV: ABOUT OUR COMPANY ............................................................................................................................. 108 INDUSTRY OVERVIEW ...................................................................................................................................... 108 OUR BUSINESS ..................................................................................................................................................... 151 HISTORY AND OTHER CORPORATE MATTERS ......................................................................................... 184 OUR MANAGEMENT ........................................................................................................................................... 187 OUR PROMOTER ................................................................................................................................................. 204 RELATED PARTY TRANSACTIONS ................................................................................................................ 205 REGULATIONS AND POLICIES ........................................................................................................................ 208 SECTION V: FINANCIAL INFORMATION ...................................................................................................................... 225 FINANCIAL STATEMENTS ................................................................................................................................ 225 MATERIAL DEVELOPMENTS .......................................................................................................................... 226 FINANCIAL INDEBTEDNESS ............................................................................................................................ 227 SECTION VI: LEGAL AND OTHER INFORMATION .................................................................................................. 322 OUTSTANDING LITIGATIONS AND DEFAULTS .......................................................................................... 322 OTHER REGULATORY AND STATUTORY DISCLOSURES ....................................................................... 353 SECTION VII: ISSUE RELATED INFORMATION......................................................................................................... 381 ISSUE STRUCTURE.............................................................................................................................................. 381 TERMS OF THE ISSUE ........................................................................................................................................ 391 ISSUE PROCEDURE ............................................................................................................................................. 408 SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF OUR COMPANY ................... 438 SECTION IX: MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ........................................... 463 DECLARATION .......................................................................................................................................................................... 465 ANNEXURE A: CREDIT RATING AND RATIONALE FROM CRISIL RATINGS .............................................. 466 ANNEXURE B: CREDIT RATING AND RATIONALE FROM ICRA ....................................................................... 467 ANNEXURE C: DEBENTURE TRUSTEE CONSENT LETTER.................................................................................. 468 2SECTION I: GENERAL DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates, all references in this Draft Shelf Prospectus to the “Issuer”, our “Company”, the “Company” or “SCL” are to Sammaan Capital Limited (formerly known as Indiabulls Housing Finance Limited), a public limited company incorporated under the Companies Act, 1956, as amended and replaced from time to time, having its registered office at A-34, 2nd and 3rd Floor, Lajpat Nagar-II, New Delhi 110 024, India. Unless the context otherwise indicates or implies, the following terms have the following meanings in this Draft Shelf Prospectus, and references to any legislation, act, regulation, rules, guidelines or policies shall be to such legislation, act, regulation, rules, guidelines or policies as amended from time to time. General terms Term Description SCL Sammaan Capital Limited (formerly known as Indiabulls Housing Finance Limited) we/ us/ our Unless the context otherwise indicates or implies, refers to our Company together with our Subsidiaries. In addition to the above, Pragati Employee Welfare Trust, formed on December 3, 2019 was consolidated in the Audited Consolidated Financial Statement. Subsidiaries and trusts for the purpose of financial data as at and for the quarter ended June 30, 2025 and as at and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 would mean Subsidiaries and trusts during and as at such period/ year end, as applicable Company related terms Term Description Articles/ Articles of Articles of Association of our Company Association/ AoA Asset Liability Management Asset Liability Management committee of the Board of Directors Committee/ ALCO Audit Committee Audit committee of the Board of Directors Auditors/ Statutory Auditors/ The joint statutory auditors of the Company, namely Nangia & Co LLP, Chartered Accountants, Joint Statutory Auditors and M Verma & Associates, Chartered Accountants Audited Financial Statement Collectively, the Audited Consolidated Financial Statement and the Audited Standalone Financial Statement of our Company as at and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023. Audited Consolidated Audited consolidated financial statements as at and for financial years ended March 31, 2025, Financial Statement March 31, 2024 and March 31, 2023, prepared in accordance with the Indian Accounting Standards notified under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules 2015 as amended and other accounting principles generally accepted in India, as audited by the Joint Statutory Auditors for the financial year ended March 31, 2025 and by the Erstwhile Joint Statutory Auditors for the financial year ended March 31, 2024 and March 31, 2023 along with the audit report dated May 16, 2025, May 24, 2024, and May 22, 2023, respectively. Audited Standalone Financial Audited standalone financial statements as at and for financial years ended March 31, 2025, March Statement 31, 2024 and March 31, 2023, prepared in accordance with the Indian Accounting Standards notified under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules 2015 as amended and other accounting principles generally accepted in India, as audited by the Joint Statutory Auditors for the financial year ended March 31, 2025 and by the Erstwhile Joint Statutory Auditors for the financial year ended March 31, 2024 and March 31, 2023 along with the audit reports dated May 16, 2025, May 24, 2024, and May 22, 2023, respectively. Board/ Board of Directors Board of Directors of our Company or a duly constituted committee thereof Chairman The chairman of our Board of Directors, namely Subhash Sheoratan Mundra CEO The chief executive officer of our Company, namely Gagan Banga COO The chief operating officer of our Company, namely Sachin Chaudhary Company Secretary and The company secretary and compliance officer of our Company, namely Amit Kumar Jain Compliance Officer Corporate Office One International Center, Tower 1, 18th Floor, Senapati Bapat Marg, Elphinstone Road, Mumbai – 400 013, Maharashtra, India and 1st Floor, Tower 3A, DLF Corporate Greens, Section-74A, Gurugram, Narsinghpur, Haryana 122 004, India Corporate Social The corporate social responsibility committee of the Board of Directors Responsibility Committee 3Term Description Director(s) The directors of our Company, unless otherwise specified DSA Direct selling agent Equity Shares Equity shares of our Company of face value of ₹2 each Erstwhile Auditors/ Erstwhile The previous joint statutory auditors of our Company, namely S.N. Dhawan & CO LLP, Chartered Statutory Auditors/ Erstwhile Accountants, and Arora & Choudhary Associates, Chartered Accountants Joint Statutory Auditors Erstwhile Promoter Sameer Gehlaut Sameer Gehlaut (founder and Erstwhile Promoter), Inuus Infrastructure Private Limited and Sameer Gehlaut IBH Trust (Erstwhile Promoter Group Members) vide a letter dated March 14, 2022 addressed to the Board of Directors of our Company, had requested to be re-classified from the ‘promoter and promoter group’ category to ‘public’ category of Shareholders of our Company, in accordance with Regulation 31A of the SEBI Listing Regulations, subject to receipt of requisite approvals. Thereafter, the Board, at its meeting held on March 15, 2022, considered and approved the request. Further, the Shareholders of the Company, at their extraordinary general meeting held on April 18, 2022, approved said re-classification, subject to Stock Exchanges and other approvals. On April 19, 2022, the Company filed the relevant applications with National Stock Exchange of India Limited and BSE Limited for approval of this re-classification and received the approvals from both Stock Exchanges vide their letters dated February 22, 2023. Erstwhile Promoter Group Includes the Erstwhile Promoter, Inuus Infrastructure Private Limited and Sameer Gehlaut IBH Trust Group Companies Includes such companies, other than our Subsidiaries, with which there were related party transactions, during the period for which financial information is disclosed in this Draft Shelf Prospectus and the Shelf Prospectus, as covered under the applicable accounting standards and also other companies as considered material by the Board of the Company IBFSL Indiabulls Financial Services Limited IBFSL-IHFL Scheme Scheme of amalgamation for the amalgamation of Indiabulls Financial Services Limited with our Company IBFSL Stock Option IHFL-IBFSL Employee Stock Option Plan 2008 Schemes IHFL Indiabulls Housing Finance Limited Independent Director A non-executive, independent director as per the Companies Act, 2013 and the SEBI Listing Regulations, who are currently on the Board of our Company IT Strategy Committee IT Strategy committee of the Board of Directors Key Managerial Personnel The key managerial personnel of our Company appointed in accordance with the provisions of the SEBI ICDR Regulations and the Companies Act. For further details, see “Our Management – Key Managerial Personnel of our Company” on page 197 Material Subsidiary/ SFL Sammaan Finserve Limited (formerly known as Indiabulls Commercial Credit Limited) Memorandum/ Memorandum The memorandum of association of our Company of Association/ MoA Managing Director The managing director of our Company, namely Gagan Banga Net worth As defined in Sec 2(57) of the Companies Act, 2013, as follows: “Net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits, securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet but does not include reserves created out of revaluation of assets, write back of depreciation and amalgamation.” Nomination and Nomination and Remuneration committee of the Board of Directors Remuneration Committee Partly Paid-up Equity Shares The Equity Shares of our Company having face value of ₹ 2 each (where the applicants were required to pay face value of ₹ 0.67 per rights Equity Share on application and the balance face value of ₹ 1.33 on subsequent call(s)), bearing ISIN IN9148I01010 Preference Shares Authorised preference share capital of 1,000,000,000 preference shares of face value of ₹10 each as of June 30, 2025 Risk Management Committee The risk management committee of the Board of Directors Registered Office A-34, 2nd and 3rd Floor, Lajpat Nagar-II, New Delhi 110 024, India RoC Registrar of Companies, Delhi and Haryana at New Delhi SCL Stock Option Schemes Collectively, IHFL-IBFSL Employee Stock Option Plan 2008, the Indiabulls Housing Finance Limited Employee Stock Option Scheme 2013, the Indiabulls Housing Finance Limited Employee Stock Benefit Scheme 2019, the Indiabulls Housing Finance Limited - Employee Stock Benefit Scheme 2021, the Indiabulls Housing Finance Limited - Employee Stock Benefit Scheme 2023 and Sammaan Capital Limited Employee Stock Benefit Scheme – 2024 4Term Description Securities Issuance and The securities issuance and investment committee constituted and authorised by our Board of Investment Committee Directors to take necessary decisions with respect to the Issue Senior Management The senior management personnel of the Company appointed in accordance with the provisions of Personnel SEBI ICDR Regulations. For further details, see “Our Management – Senior Management Personnel” on page 198 Shareholder(s) The holder(s) of Equity Shares of our Company, unless otherwise specified in the context thereof Stakeholders’ Relationship The stakeholders’ relationship committee of our Company Committee Subsidiary/ Subsidiaries The subsidiaries of our Company, namely: 1. Sammaan Finserve Limited (formerly known as Indiabulls Commercial Credit Limited); 2. Sammaan Collection Agency Limited (formerly known as Indiabulls Collection Agency Limited); 3. Sammaan Sales Limited (formerly known as Ibulls Sales Limited); 4. Indiabulls Capital Services Limited; 5. Sammaan Advisory Services Limited (formerly known as Indiabulls Advisory Services Limited); 6. Sammaan Insurance Advisors Limited (formerly known as Indiabulls Insurance Advisors Limited); 7. Indiabulls Asset Holding Company Limited; 8. Sammaan Investmart Services Limited (formerly known as Nilgiri Investmart Services Limited); and 9. Sammaan Asset Management Limited (formerly known as Indiabulls Investment Management Limited). In addition to the above, our Company has included Pragati Employees Welfare Trust, a trust as a subsidiary in the Audited Consolidated Financial Statement Tax Auditor The tax auditor of our Company, namely Ajay Sardana Associates Unaudited Consolidated Unaudited consolidated financial results of the Company for the quarter ended June 30, 2025 Financial Results prepared by our Company in the manner and format required by the SEBI Listing Regulations which has been subjected to limited review as described under SEBI Listing Regulations Unaudited Financial Results Together, Unaudited Consolidated Financial Results and Unaudited Standalone Financial Results Unaudited Standalone Unaudited standalone financial results of the Company for the quarter ended June 30, 2025 Financial Results prepared by our Company in the manner and format required by the SEBI Listing Regulations which has been subjected to limited review as described under SEBI Listing Regulations Whole-time Director The whole-time director on the Board of Directors of our Company ISSUE RELATED TERMS Term Description Abridged Prospectus The memorandum containing the salient features of the Shelf Prospectus and respective Tranche Prospectus as specified by SEBI Acknowledgement Slip The slip or document issued by the Designated Intermediary to an Applicant as proof of registration of the Application Form Allotment/ Allot/ Allotted The issue and allotment of the NCDs to successful Applicants pursuant to the Issue Allotment Advice The communication sent to the Allottees conveying details of the NCDs allotted to the Allottees in accordance with the Basis of Allotment Allottee(s) The successful Applicant to whom the NCDs are Allotted, either in full or part, pursuant to this Issue Applicant/ Investor/ ASBA A person who applies for the issuance and Allotment of NCDs pursuant to the terms of the Draft Applicant Shelf Prospectus, the Shelf Prospectus, and relevant Tranche Prospectus, the Abridged Prospectus and the Application Form for respective Tranche Issue through the ASBA process or the UPI Mechanism Application An application to subscribe to the NCDs made through the ASBA process or through the UPI Mechanism offered pursuant to the Issue by submission of a valid Application Form and authorizing an SCSB to block the Application Amount in the ASBA Account. Application Amount The aggregate value of the NCDs applied for as indicated in the Application Form for the respective Tranche Prospectus or the amount blocked in the ASBA Account Application Form/ ASBA The form in terms of which the Applicant shall make an offer to subscribe to the NCDs through the Form ASBA process or through the UPI Mechanism and which will be considered as the Application for Allotment of NCDs in terms of the Shelf Prospectus and this respective Tranche Prospectus(es) ASBA/ Application An application (whether physical or electronic) to subscribe to the NCDs offered pursuant to the Supported by Blocked Issue by submission of a valid Application Form and authorising an SCSB to block the Application Amount in the ASBA Account or to block the Application Amount using the UPI Mechanism, where 5Term Description Amount/ ASBA the Application Amount will be blocked upon acceptance of UPI Mandate Request by retail Application” individual investors for an Application Amount of up to UPI Application Limit (being ₹500,000 for public issue of debt securities) which will be considered as the application for Allotment in terms of the Shelf Prospectus and relevant Tranche Prospectus ASBA Account An account maintained with an SCSB which will be blocked by such SCSB to the extent of the Application Amount of an Applicant Banker(s) to the Issue Collectively, the Public Issue Account Bank, Sponsor Bank and the Refund Bank Base Issue Size As specified in the relevant Tranche Prospectus for each Tranche Issue Basis of Allotment As specified in the relevant Tranche Prospectus for each Tranche Issue Bidding Centres Centres at which the Designated Intermediaries shall accept the Application Forms, i.e., Designated Branches of SCSB, Specified Locations for Members of the Syndicate, Broker Centres for Registered Brokers, Designated RTA Locations for RTAs and Designated CDP Locations for CDPs Brickwork Brickwork Ratings India Private Limited Broker Centres Broker Centres notified by the Stock Exchanges where Applicants can submit the ASBA Forms (including ASBA Forms under UPI in case of UPI Investors) to a Registered Broker. The details of such Broker Centres, along with the names and contact details of the Trading Members are available on the respective websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com BSE BSE Limited CARE Ratings CARE Ratings Limited Category I – Institutional • Public financial institutions, scheduled commercial banks, Indian multilateral and bilateral Investors development financial institutions which are authorised to invest in the NCDs; • Provident funds with minimum corpus of ₹25 crores, and pension funds with minimum corpus of ₹25 crores registered with the Pension Fund Regulatory and Development Authority, superannuation funds and gratuity funds, which are authorised to invest in the NCDs; • Alternative Investment Funds subject to investment conditions applicable to them under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as amended; • Resident Venture Capital Funds registered with SEBI; • Insurance Companies registered with IRDA; • State industrial development corporations; • Insurance funds set up and managed by the army, navy, or air force of the Union of India; • Insurance funds set up and managed by the Department of Posts, India; • Systemically Important Non-Banking Financial Company registered with the RBI; • National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of the Government of India published in the Gazette of India; and • Mutual Funds registered with SEBI Category II – Non- • Companies within the meaning of section 2(20) of the Companies Act, 2013; Institutional Investors • Statutory bodies/ corporations and societies registered under the applicable laws in India and authorised to invest in the NCDs; • Co-operative banks and regional rural banks; • Public/private charitable/ religious trusts which are authorised to invest in the NCDs; • Educational institutions and association of persons and/or bodies established pursuant to or registered under any central or state statutory enactment which are authorised to invest in the NCD; • Scientific and/or industrial research organisations, which are authorized to invest in the NCDs; • Partnership firms in the name of the partners; • Limited liability partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009); • Association of Persons; and • Any other incorporated and/ or unincorporated body of persons Category III – High Net- High Net-worth individuals which include Resident Indian individuals or Hindu Undivided Families Worth Individuals through the Karta applying for an amount aggregating to above ₹10,00,000 across all Series of NCDs in Issue Category IV – Retail Resident Indian individuals or HUFs applying through the Karta, for NCDs for an amount Individual Investors aggregating up to and including ₹ 10,00,000, across all Series of NCDs in this Issue and shall include Retail Individual Investors, who have submitted bid for an amount not more than ₹ 5,00,000, or any other investment limit, as applicable and prescribed by SEBI from time to time, in any of the bidding options in this Issue (including HUFs applying through their Karta and does not include NRIs) through UPI Mechanism Client ID Client identification number maintained with one of the Depositories in relation to the demat account Consortium/ Members of the Collectively, the Lead Managers and Consortium Members Consortium (each 6Term Description individually, a “Member of the Consortium”) Consortium Agreement As specified under the respective Tranche Prospectus Consortium Members As specified under the respective Tranche Prospectus CDP/ Collecting Depository A depository participant, as defined under the Depositories Act, 1996, as amended, and registered Participant under Section 12(1A) of the SEBI Act and who is eligible to procure Applications at the Designated CDP Locations in terms of the SEBI NCS Master Circular Coupon/ Interest Rate As specified under the respective Tranche Prospectus Credit Rating Agencies For the present Issue, the credit rating agencies, being Crisil Ratings and ICRA Crisil Crisil Intelligence Crisil Ratings Crisil Ratings Limited Crisil Report Report titled “NBFC Report released in August 2025”, prepared and issued by Crisil Debenture Trustee The agreement dated September 26, 2025, entered into between the Debenture Trustee and our Agreement Company Debenture Trust Deed The trust deed to be entered into between the Debenture Trustee and our Company Debenture Trustee/ Trustee Debenture Trustee for the NCD Holders in this Issue being IDBI Trusteeship Services Limited Deemed Date of Allotment The date on which the Board of Directors or the Securities Issuance and Investment Committee approves the Allotment of the NCDs for each Tranche Issue or such date as may be determined by the Board of Directors or the Securities Issuance and Investment Committee and notified to the Designated Stock Exchange. The actual Allotment of NCDs may take place on a date other than the Deemed Date of Allotment. All benefits relating to the NCDs including interest on NCDs (as specified for each Tranche Issue by way of the relevant Tranche Prospectus) shall be available to the NCD Holders from the Deemed Date of Allotment Demographic Details The details of an Applicant, such as his address, bank account details, UPI ID, Permanent Account Number, Category for printing on refund orders, and occupation which are based on the details provided by the Applicant in the Application Form Depositories Act The Depositories Act, 1996, as amended Depository(ies) NSDL and/or CDSL DP/ Depository Participant A depository participant as defined under the Depositories Act Designated Branches Such branches of the SCSBs which shall collect the ASBA Applications and a list of which is available on https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at such other website as may be prescribed by SEBI from time to time Designated CDP Locations Such locations of the CDPs where Applicants can submit the Application Forms. The details of such Designated CDP Locations, along with names and contact details of the Collecting Depository Participants eligible to accept Application Forms are available on the respective websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com) as updated from time to time Designated Date The date on which Registrar to the Issue issues instruction to SCSBs for transfer of funds from the ASBA Account to the Public Issue Account(s) or to the Refund Account, as appropriate, in terms of the Shelf Prospectus and relevant Tranche Prospectus and the Public Issue Account and Sponsor Bank Agreement Designated Intermediary(ies) Collectively, the Lead Managers, the Consortium Members, agents, SCSBs, Trading Members, CDPs and RTAs, who are authorised to collect Application Forms from the Applicants in the Issue. In relation to ASBA applicants submitted by Retail Individual Investors where the amount was blocked upon acceptance of UPI Mandate Request using the UPI Mechanism, Designated Intermediaries shall mean the CDPs, RTAs, Lead Managers, Consortium Members, Trading Members and Stock Exchanges where Applications have been submitted through the app/web interface as provided in the SEBI NCS Master Circular Designated RTA Locations Such locations of the RTAs where Applicants can submit the Application Forms to RTAs. The details of such Designated RTA Locations, along with names and contact details of the RTAs eligible to accept ASBA Forms and Application Forms submitted using the UPI Mechanism as a payment option (for a maximum amount of ₹ 5,00,000, or any other investment limit, as applicable and prescribed by SEBI from time to time) are available on the website of the Stock Exchanges at https://www.bseindia.com/ and https://www.nseindia.com/, as updated from time to time Designated Stock Exchange BSE Limited Direct Online Application An online interface enabling direct applications through UPI by an application based/web interface, by investors to a public issue of debt securities with an online payment facility. Draft Shelf Prospectus This Draft Shelf Prospectus dated September 26, 2025, filed by our Company with the Stock Exchanges for receiving public comments in accordance with the provisions of the SEBI NCS Regulations and to SEBI for record purpose Elara Elara Capital (India) Private Limited Excluded Assets Such portion of High Quality Liquid Assets (as defined in the Liquidity Risk Management Framework for Non-Banking Financial Companies and Core Investment Companies, 2019, as 7Term Description amended from time to time (the “RBI LRM Framework”)) which shall remain unencumbered in accordance with the RBI LRM Framework ICRA ICRA Limited Interest/ Coupon Payment As specified under the respective Tranche Prospectus Date Issue Public issue by our Company of secured NCDs of face value of ₹1,000 each, aggregating up to ₹ 2,000 crores. The NCDs will be issued in one or more tranches up to the Shelf Limit, on terms and conditions as set out in the relevant tranche prospectus for respective tranche issue, which should be read together with the Draft Shelf Prospectus and the Shelf Prospectus Issue Agreement Agreement dated September 26, 2025, executed between our Company and the Lead Managers Issue Documents/ The Draft Shelf Prospectus, the Shelf Prospectus, the relevant Tranche Prospectus, read with any Transaction Documents notices, corrigenda and/or addenda thereto, the Abridged Prospectus, Issue Agreement, Registrar Agreement, Consortium Agreement, Debenture Trustee Agreement, Public Issue Account and Sponsor Bank Agreement, Tripartite Agreements, Application Form, Debenture Trust Deed and various other documents/ agreements/ undertakings, entered or to be entered by our Company with Lead Managers and/or other intermediaries for the purpose of the Issue. For further details, see “Material Contracts and Documents for Inspection” on page 463 Lead Managers/ LMs Nuvama Wealth Management Limited, Elara Capital (India) Private Limited, Tipsons Consultancy Services Private Limited and Trust Investment Advisors Private Limited Listing Agreement The uniform listing agreement entered into between our Company and the Stock Exchanges in connection with the listing of debt securities of our Company Market Lot One NCD Maturity Date Please see “Terms of the Issue” on page 391 NCDs/ Debentures Secured redeemable non-convertible debentures of face value of ₹ 1,000 each NCD Holder/ Debenture Holder of secured redeemable non-convertible debentures of face value of ₹ 1,000 each Holder(s)/ Bond Holder(s) NPCI National Payments Corporation of India Nuvama Nuvama Wealth Management Limited OCB/ Overseas Corporate A company, partnership, society or other corporate body owned directly or indirectly to the extent Body of at least 60% (sixty percent) by NRIs including overseas trusts, in which not less than 60% (sixty percent) of beneficial interest is irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003 and immediately before such date had taken benefits under the general permission granted to OCBs under the FEMA. OCBs are not permitted to invest in the Issue Offer Document(s) Collectively, the Draft Shelf Prospectus, the Shelf Prospectus, the relevant Tranche Prospectus, read with any notices, corrigenda and/or addenda thereto, the Abridged Prospectus and/or the Application Form along with supplemental information, if any Prospectus Collectively, the Shelf Prospectus and the relevant Tranche Prospectus Public Issue Account An account to be opened with the Banker(s) to the Issue to receive monies for allotment of NCDs from the ASBA Accounts on the Designated Date as specified under the relevant Tranche Prospectus Public Issue Account Bank As specified under the respective Tranche Prospectus Public Issue Account and As specified under the respective Tranche Prospectus Sponsor Bank Agreement Record Date 15 (fifteen) days or such other day (as specified under respective Tranche Prospectus) prior to the date on which interest is due and payable, and/or the date of redemption or such other date as may be determined by the Issuer in accordance with the applicable law. In case of redemption of NCDs, the trading in the NCDs shall remain suspended between the aforementioned Record Date in connection with redemption of NCDs and the date of redemption or as prescribed by the Stock Exchanges, as the case may be. In the event the Record Date falls on a Sunday or holiday of Depositories, succeeding day or day notified by the Stock Exchanges shall be considered as the Record Date Recovery Expense Fund A fund which has been deposited by our Company with the Designated Stock Exchange for an amount equal to 0.01% of the issue size, subject to a maximum of deposit of ₹ 25,00,000 at the time of making the application for listing of NCDs Redemption Amount As specified under the relevant Tranche Prospectus Redemption Date The date on which our Company is liable to redeem the NCDs in full as specified in the relevant Tranche Prospectus Refund Account The account to be opened by our Company with the Refund Bank, from which refunds of the whole or part of the Application Amounts (excluding for the successful ASBA Applicants), if any, shall be made and as specified in the relevant Tranche Prospectus Refund Bank(s) As specified under the relevant Tranche Prospectus Register of Debenture The Register of debenture holders maintained by the Issuer in accordance with the provisions of the Holders Companies Act, 2013 8Term Description Registered Broker or Stock brokers registered with SEBI under the Securities and Exchange Board of India (Stock Brokers Brokers) Regulations, 1992, as amended and the stock exchanges having nationwide terminals, other than the Members of the Consortium and eligible to procure Applications from Applicants Registrar to the Issue/ KFIN Technologies Limited Registrar/ RTA/ Share Transfer Agent Registrar Agreement Agreement dated September 26, 2025, entered into between our Company and the Registrar to the Issue, in relation to the responsibilities and obligations of the Registrar to the Issue pertaining to the Issue Series As specified in the relevant Tranche Prospectus Security The secured NCDs proposed to be issued will be secured by a pari passu charge by way of hypothecation in favor of the Debenture Trustee, on the financial and non-financial assets (including investments) of our Company, both present and future, and on present and future loan assets of our Company, including all monies receivable for the principal amount and interest thereon (collectively referred to as the “Hypothecated Properties”, which term shall exclude the Excluded Assets), on a first ranking pari passu basis with all other secured lenders to the Issuer holding pari passu charge over the security, as specifically set out in and fully described in the Debenture Trust Deed Excluded Assets shall mean such portion of High Quality Liquid Assets (as defined in the Liquidity Risk Management Framework for Non-Banking Financial Companies and Core Investment Companies, 2019, as amended from time to time (the “RBI LRM Framework”)), which shall remain unencumbered in accordance with the RBI LRM Framework. For the avoidance of doubt, Excluded Assets will at no point of time form part of the Hypothecated Properties The NCDs will have a minimum security cover of 1.25 times on the principal amount and interest thereon at all times during the tenor of the NCDs. The Issuer reserves the right to sell or otherwise deal with the receivables, both present and future, including without limitation to create a charge on pari passu or exclusive basis thereon for its present and future financial requirements, provided that a minimum security cover of 1.25 times on the principal amount and accrued interest thereon, is maintained, on such terms and conditions as the Issuer may think appropriate, without the consent of, or intimation to, the NCD Holders or the Debenture Trustee in this connection. However, if consent and/or intimation is required under applicable law, then our Company shall obtain such consents and/ or intimation in accordance with such law. We have received necessary consents from the relevant lenders, debenture trustees and security trustees for ceding pari passu charge in favour of the Debenture Trustee in relation to the NCDs. The security shall be created prior to making the listing application for the NCDs with the Stock Exchanges. The secured NCDs proposed to be issued under this Issue and all earlier secured issues of debentures, bond issuances and loans outstanding in the books of our Company having corresponding assets as security, shall rank pari passu without preference of one over the other except that priority for payment shall be as per applicable date of redemption/ repayment. Self-Certified Syndicate The banks which are registered with SEBI under the Securities and Exchange Board of India Banks/ SCSBs (Bankers to an Issue) Regulations, 1994, as amended, and offer services in relation to ASBA and UPI, a list of which is available on http://www.sebi.gov.in/sebi_data/attachdocs/1365051213899.html and https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 for UPI, updated from time to time or at such other website as may be prescribed by SEBI from time to time Shelf Limit The aggregate limit of the Issue, being ₹ 2,000 crores to be issued under the Draft Shelf Prospectus, the Shelf Prospectus and Tranche Prospectus(es) through one or more Tranche Issues Shelf Prospectus The Shelf Prospectus to be filed by our Company with the SEBI, NSE, BSE and the RoC in accordance with the provisions of the Companies Act, 2013 and the SEBI NCS Regulations. The Shelf Prospectus shall be valid for a period as prescribed under Section 31 of the Companies Act, 2013 Specified Cities/Specified Bidding Centres at which the Designated Intermediaries shall accept the Application Forms, i.e., Locations Designated Branches of SCSB, Specified Locations for Consortium Members, Broker Centres for Trading Members, Designated RTA Locations for RTAs and Designated CDP Locations for CDPs Sponsor Bank A banker to the Issue, registered with SEBI, which is appointed by the Issuer to act as a conduit between the Stock Exchanges and NPCI in order to push the mandate collect requests and/or payment instructions of the retail individual investors into the UPI for retail individual investors applying through the app/web interface of the Stock Exchanges with a facility to block funds through UPI Mechanism for application value up to ₹5,00,000, or any other investment limit, as applicable and prescribed by SEBI from time to time, and carry out any other responsibilities in terms of the SEBI NCS Master Circular Stock Exchanges BSE and NSE 9Term Description Syndicate/ Members of the Collectively, the Consortium Members appointed in relation to the Issue Syndicate Syndicate ASBA ASBA Applications through the Lead Managers, Consortium Members or the Trading Members of Application Locations the Stock Exchanges only in the Specified Cities Syndicate ASBA Applications through the Members of the Syndicate or the Designated Intermediaries Syndicate SCSB Branches In relation to ASBA Applications submitted to a Member of the Syndicate, such branches of the SCSBs at the Syndicate ASBA Application Locations named by the SCSBs to receive deposits of the Application Forms from the members of the Syndicate, and a list of which is available on http://www.sebi.gov.in/sebi_data/attachdocs/1365051213899.html or at such other website as may be prescribed by SEBI from time to time Tenor Tenor shall mean the tenor of the NCDs as specified in the relevant Tranche Prospectus Tier I capital Tier I capital is the sum of owned fund as reduced by investment in shares of other non-banking financial companies and in shares, debentures, bonds, outstanding loans and advances including hire purchase and lease finance made to and deposits with subsidiaries and companies in the same group exceeding, in aggregate, ten per cent of the owned fund; and perpetual debt instruments issued by a non-deposit taking non-banking financial company in each year to the extent it does not exceed 15% of the aggregate Tier I Capital of such company as on March 31 of the previous accounting year. Tier II capital Tier II Capital is the sum of • preference shares other than those which are compulsorily convertible into equity; • revaluation reserves at discounted rate of 55%; • general provisions (including that for standard assets) and loss reserves to the extent these are not attributable to actual diminution in value or identifiable potential loss in any specific asset and are available to meet unexpected losses, to the extent of one and one fourth percent of risk weighted assets; • hybrid debt capital instruments; • subordinated debt; and • perpetual debt instruments issued by a non-deposit taking non-banking financial company which is in excess of what qualifies for Tier I Capital, to the extent the aggregate does not exceed Tier-I capital Tipsons Tipsons Consultancy Services Private Limited Trading Members Intermediaries registered with a Broker under the SEBI (Stock Brokers) Regulations, 1992 and/or with the Stock Exchanges under the applicable byelaws, rules, regulations, guidelines, circulars issued by Stock Exchanges from time to time and duly registered with the Stock Exchanges for collection and electronic upload of Application Forms on the electronic application platforms provided by the Stock Exchanges Tranche Issue Issue of the NCDs pursuant to the respective Tranche Prospectus Tranche Prospectus The Tranche Prospectus(es) containing the details of NCDs including interest, other terms and conditions, recent developments, general information, objects, procedure for application, statement of possible tax benefits, regulatory and statutory disclosures and material contracts and documents for inspection, and any other information in respect of the relevant Tranche Issue Transaction Documents Transaction Documents shall mean this Draft Shelf Prospectus, the Shelf Prospectus, relevant Tranche Prospectus read with any notices, corrigenda, addenda thereto, Abridged Prospectus, the Issue Agreement, Registrar Agreement, Debenture Trustee Agreement, Debenture Trust Deed, Consortium Agreement/ Lead Broker Agreement, Public Issue Account and Sponsor Bank Agreement, Tripartite Agreements and Application Form, executed or to be executed by our Company, as the case may be. For further details see, “Material Contracts and Documents for Inspection” on page 463. Transaction Registration The acknowledgement slip or document issued by any of the Designated Intermediary to an Slip/ TRS Applicant upon demand as proof of registration of the Application Form Tripartite Agreements Tripartite agreement dated February 11, 2013 among our Company, the Registrar and CDSL and tripartite agreement dated February 13, 2013 among our Company, the Registrar and NSDL Trust Trust Investment Advisors Private Limited UPI/ UPI Mechanism Unified Payments Interface mechanism in accordance with the SEBI NCS Master Circular, as amended from time to time, to block funds for application value up to ₹5,00,000, or any other investment limit, as applicable and prescribed by SEBI from time to time, submitted through intermediaries, namely the Registered Stock brokers, Registrar and Transfer Agent and Depository Participants UPI ID Identification created on the UPI for single-window mobile payment system developed by the National Payments Corporation of India UPI Mandate Request/or A request initiated by the Sponsor Bank on the Retail Individual Investor to authorise blocking of Mandate Request funds in the relevant ASBA Account through the UPI mobile app/web interface (using UPI Mechanism) equivalent to the bid amount and subsequent debit of funds in case of allotment Wilful Defaulter Includes wilful defaulters as defined under Regulation 2(1)(lll) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 10Term Description Working Day(s) Working Day means all days on which commercial banks in Mumbai are open for business. In respect of announcement or bid/issue period, working day shall mean all days, excluding Saturdays, Sundays and public holidays, on which commercial banks in Mumbai are open for business (provided that for the Issue Period, on any trading day of Stock Exchange, even if commercial banks in Mumbai are closed, it will be considered as a Working Day). Further, in respect of the time period between the bid/ issue closing date and the listing of the non-convertible securities on the Stock Exchanges, working day shall mean all trading days of the Stock Exchanges for non-convertible securities, excluding Saturdays, Sundays and bank holidays, as specified by SEBI CONVENTIONAL TERMS OR ABBREVIATION Term/ Abbreviation Description/ Full form AGM Annual general meeting AIF An alternative investment fund as defined in and registered with SEBI under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 as amended from time to time AS Accounting Standards issued by Institute of Chartered Accountants of India ASBA Application Supported by Blocked Amount CAGR Compounded Annual Growth Rate and is calculated by dividing the value at the end of the period in question by corresponding value at the beginning of that period, and raiding the result to the power of one divided by the period length, and subtracting one from the subsequent result CDSL Central Depository Services (India) Limited CIN Corporate Identity Number Companies Act/ Act The Companies Act, 1956 or the Companies Act 2013, to the extent notified by the Ministry of Corporate Affairs and in force as on the date, as the case may be, as amended and replaced from time to time Companies Act, 1956 The Companies Act, 1956, as amended and as applicable Companies Act, 2013 The Companies Act, 2013, as amended CP Commercial Paper CRAR Capital to Risk-Weighted Assets Ratio CrPC Code of Criminal Procedure, 1973, as amended CSR Corporate Social Responsibility ECB External Commercial Borrowings ECS Electronic Clearing Scheme Depositories Act The Depositories Act, 1996, as amended DIN Director Identification Number Depository Participant/ DP Depository Participant as defined under the Depositories Act DRR Debenture Redemption Reserve EGM Extraordinary general meeting FCCB Foreign currency convertible borrowing FCNR Foreign Currency Non-Repatriable FDI Foreign Direct Investment FDI Policy The Government policy, rules and the regulations (including the applicable provisions of the FEMA Non-Debt Rules) issued by the Government of India prevailing on that date in relation to foreign investments in our Company’s sector of business as amended from time to time FDR Fixed deposit receipt FEMA The Foreign Exchange Management Act, 1999, as amended Financial Year/ Fiscal/ FY Period of 12 months ended March 31 of that particular year and as at March 31 of that particular year FIR First Information Report GDP Gross Domestic Product GoI/ Government Government of India HFC Housing finance company HNI High Net worth Individual HUF Hindu Undivided Family ICAI The Institute of Chartered Accountants of India IFRS International Financial Reporting Standards Income Tax Act The Income Tax Act, 1961, as amended Income Tax Rules The Income Tax Rules, 1962, as amended India Republic of India IND AS/ Ind AS Indian accounting standards, as specified under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standard) Rules, 2015, as amended 11Term/ Abbreviation Description/ Full form Indian GAAP Generally accepted accounting principles in India, including the accounting standards specified under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standard) Rules, 2015, as amended IRDAI Insurance Regulatory and Development Authority of India IT Information Technology MCA Ministry of Corporate Affairs, GoI MoF Ministry of Finance, GoI NACH National Automated Clearing House NBFC Non-Banking Financial Company, as defined under applicable RBI guidelines NEFT National Electronic Fund Transfer Negotiable Instruments Act The Negotiable Instruments Act, 1881, as amended NHB National Housing Bank NHB Act The National Housing Bank Act, 1987, as amended NHB Act Amendments Amendments to the NHB Act included in the Finance (No. 2) Act, 2019, as amended NSDL National Securities Depository Limited NSE National Stock Exchange of India Limited p.a. Per annum PAN Permanent Account Number PAT Profit After Tax PCG Partial Credit Enhancement Guarantee QIP Qualified Institutions Placement RBI Reserve Bank of India RBI Act The Reserve Bank of India Act, 1934, as amended RBI Master Directions Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023, as amended RTGS Real Time Gross Settlement SARFAESI Act Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002, as amended SEBI Securities and Exchange Board of India SEBI Act Securities and Exchange Board of India Act, 1992, as amended SEBI Debenture Trustee The SEBI circular with reference number SEBI/HO/DDHS-PoD-1/P/CIR/2025/117 dated August Master Circular 13, 2025, as amended SEBI NCS Master Circular The SEBI master circular dated May 22, 2024 and bearing reference number SEBI/HO/DDHS/PoD1/P/CIR/2024/54, as amended SEBI ICDR Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended SEBI NCS Regulations The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, as amended SEBI Listing Regulations The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended WCDL Working Capital Demand Loan(s) Yield Ratio of interest income to the daily average of interest earning assets BUSINESS/ INDUSTRY RELATED TERMS Term/ Abbreviation Description/ Full form Adjusted CRAR Adjusted capital to risk (weighted) assets ratio (Considering nil risk weightage on mutual fund investments) ASSOCHAM The Associated Chambers of Commerce and Industry of India ALM Asset Liability Management CAGR Compounded Annual Growth Rate CIBIL Credit Information Bureau (India) Limited ECB External Commercial Borrowings ECL Expected Credit Losses EMI Equated monthly instalment ESG Environmental, social and governance FSI Floor Space Index Gross NPAs/GNPAs Aggregate of receivable from financing business considered as non-performing assets (secured and unsecured which has been shown as part of short term loans and advances and long term loans and advances) and non performing quoted and unquoted credit substitute ICFR Internal Control over Financial Reporting KYC Know Your Customer 12Term/ Abbreviation Description/ Full form LAP Loan Against Property Loan Book Term loans (net of assignment) (including redemption premium) LTV Loan-to-value ratio Net NPAs Gross NPAs less impairment less allowance for stage 3 assets PMLA Prevention of Money Laundering Act, 2002, as amended RoA Return on assets ROE Return on Equity SCB Scheduled Commercial Bank SMA Special mention accounts Stage 1 Asset Stage 1 Assets includes loans that have not had a significant increase in credit risk since initial recognition or that have low credit risk at the reporting date as defined under IND AS Stage 1 Provision Stage 1 provision are 12-month ECL on Stage 1 Assets resulting from default events that are possible within 12 months after the reporting date as defined under IND AS Stage 2 Asset Stage 2 Assets includes loans that have had a significant increase in credit risk since initial recognition but that do not have objective evidence of impairment as defined under IND AS Stage 2 Provision Stage 2 provision are life time ECL resulting from all default events that are possible over the expected life of the Stage 2 Assets as defined under IND AS Stage 3 Asset Stage 3 Assets includes loans that have objective evidence of impairment at the reporting date as defined under IND AS Stage 3 Provision Stage 3 provision are life time ECL resulting from all default events that are possible over the expected life of the Stage 3 Assets as defined under IND AS UIDAI Unique Identification Authority of India Notwithstanding anything contained herein, capitalised terms that have been defined in “Capital Structure”, “Regulations and Policies”, “History and other Corporate Matters”, “Statement of Possible Tax Benefits”, “Our Management”, “Financial Statements”, “Financial Indebtedness”, “Outstanding Litigations and Defaults”, “Issue Procedure” and “Main Provisions of the Articles of Association of our Company” on pages 76, 208, 184, 97, 187, 225, 227, 322, 408 and 438, respectively, will have the meanings ascribed to them in such sections. 13CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF PRESENTATION Certain Conventions All references in this Draft Shelf Prospectus to “India” are to the Republic of India and its territories and possessions and all references to the “Government”, the “Central Government” or the “State Government” are to the Government of India, central or state, as applicable. Unless stated otherwise, all references to page numbers in this Draft Shelf Prospectus are to the page numbers of this Draft Shelf Prospectus. Presentation of Financial Information Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends on March 31 of that particular calendar year, so all references to a particular financial year or fiscal are to the 12 month period commencing on April 1 of the immediately preceding calendar year and ending on March 31 of that particular calendar year. Unless the context requires otherwise, all references to a year in this Draft Shelf Prospectus are to a calendar year and references to a Fiscal/ Fiscal Year are to the year ended on March 31 of that calendar year. Our Company publishes its financial statements in Rupees. Our Company’s financial statements as at and for the year ended March 31, 2025, 2024 and 2023, has been prepared in accordance with Ind AS. The Audited Financial Statements and the respective reports on the audited financial statements, as issued by (i) our Joint Statutory Auditors, Nangia & Co LLP, Chartered Accountants, and M Verma & Associates, Chartered Accountants, for Fiscal 2025, and (ii) the Erstwhile Statutory Auditors, S. N. Dhawan & CO LLP, Chartered Accountants and Arora & Choudhary Associates, Chartered Accountants, for Fiscals 2024 and 2023, are included in this Draft Shelf Prospectus in “Financial Information” beginning at page 225. The Unaudited Financial Results of our Company for the quarter ended June 30, 2025 have been prepared in accordance with recognition and measurement principles laid down in the aforesaid Ind AS 34 “Interim Financial Reporting” prescribed under Section 133 of the Companies Act, 2013, as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India and Regulation 52 of the SEBI Listing Regulations and are included in this Draft Shelf Prospectus. For further details, see “Financial Information” on page 225. Further, the Unaudited Financial Results for the quarter ended June 30, 2025 is not indicative of full year results and are not comparable with annual financial information. For details see “Risk Factors – This Draft Shelf Prospectus includes certain unaudited financial information, which has been subjected to limited review, in relation to our Company. Reliance on such information should, accordingly, be limited.” on page 48. Any discrepancies in the tables included herein between the amounts listed and the totals thereof are due to rounding off. Unless stated otherwise, the financial data for the financial years ended on March 31, 2025, March 31, 2024 and March 31, 2023 has been derived from the Audited Financial Statements and for the quarter ended June 30, 2025 has been derived from the Unaudited Financial Results, included in this Draft Shelf Prospectus. Unless stated otherwise and unless the context requires otherwise, the financial data used in this Draft Shelf Prospectus is on a consolidated basis. There are significant differences between Ind AS, Indian GAAP, US GAAP and IFRS. We urge you to consult your own advisors regarding such differences and their impact on our financial data. Accordingly, the degree to which the Audited Financial Statements in this Draft Shelf Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Ind AS. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Draft Shelf Prospectus should accordingly be limited. Non-GAAP Financial Measures Non-Financial Assets (excluding property, plant and equipment), Total Debts to Total Assets and Total Debt/ Total Equity (collectively, the “Non-GAAP Financial Measures”), presented in this Draft Shelf Prospectus are supplemental measure of our performance and liquidity that is not required by, or presented in accordance with, Ind AS, Indian GAAP, IFRS or US GAAP. Further, these Non-GAAP Measures are not a measurement of our financial performance or liquidity 14under Ind AS, Indian GAAP, IFRS or US GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years/ period, as applicable, or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP, IFRS or US GAAP. In addition, these Non-GAAP measures are not standardised terms, hence a direct comparison of these Non-GAAP Measures between companies may not be possible. Other companies in financial services industry may calculate these Non-GAAP Measures differently from us, limiting its usefulness as a comparative measure. Although such Non-GAAP Measures are not a measure of performance calculated in accordance with applicable accounting standards, our Company’s management believes that they are useful to an investor in evaluating us as they are widely used measures to evaluate a company’s operating performance. Currency and Unit of Presentation In this Draft Shelf Prospectus, references to (i) “₹”, “Indian Rupees”, “INR”, “Rs.” and “Rupees” are to the legal currency of India, (ii) “US$”, “USD” and “U.S. Dollars” are to the legal currency of the United States of America, and (iii) “CAD” are to the legal currency of Canada. Except as stated expressly, for the purposes of this Draft Shelf Prospectus, data will be given in ₹ in crore. Certain figures contained in this Draft Shelf Prospectus, including financial information, have been subject to rounding adjustments. Unless set out otherwise, all figures in decimals, including percentage figures, have been rounded off to two decimal points. In certain instances, (i) the sum or percentage change of such numbers may not conform exactly to the total figure given, and (ii) the sum of the numbers in a column or row in certain tables may not conform exactly to the total figure given for that column or row. Further, any figures sourced from third party industry sources may be rounded off to other than two decimal points to conform to their respective sources. Industry and Market Data Any industry and market data used in this Draft Shelf Prospectus consists of estimates based on data reports compiled by Government bodies, professional organisations and analysts, data from other external sources including Crisil, available in the public domain and knowledge of the markets in which we compete. These publications generally state that the information contained therein has been obtained from publicly available documents from various sources believed to be reliable, but it has not been independently verified by us, its accuracy and completeness is not guaranteed, and its reliability cannot be assured. Although we believe that the industry and market data used in this Draft Shelf Prospectus is reliable, such data has not been independently verified by us. The data used in these sources may have been reclassified by us for purposes of presentation. Data from these sources may also not be comparable. The extent to which the industry and market data presented in this Draft Shelf Prospectus is meaningful depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering methodologies in the industry in which we conduct our business and methodologies, and assumptions may vary widely among different market and industry sources. Given that we have compiled, extracted and reproduced data from external sources, including third parties, trade, industry or general publications, we accept responsibility for accurately reproducing such data. However, neither we nor the Lead Managers have independently verified this data and neither we nor the Lead Managers make any representation regarding the accuracy of such data. Similarly, while we believe our internal estimates to be reasonable, such estimates have not been verified by any independent sources and neither we nor the Lead Managers can assure potential investors as to their accuracy. Disclaimer clause of Crisil Intelligence Crisil Intelligence, a division of Crisil Limited, provides independent research, consulting, risk solutions, and data & analytics to its clients. Crisil Intelligence operates independently of Crisil’s other divisions and subsidiaries, including, Crisil Ratings limited. Crisil Intelligence’s informed insights and opinions on the economy, industry, capital markets and companies drive impactful decisions for clients across diverse sectors and geographies. Crisil Intelligence's strong benchmarking capabilities, granular grasp of sectors, proprietary analytical frameworks and risk management solutions backed by deep understanding of technology integration, makes it the partner of choice for public & private organisations, multi-lateral agencies, investors and governments for over three decades. For the preparation of this report, Crisil Intelligence has relied on third party data and information obtained from sources which in its opinion are considered reliable. Any forward looking statements contained in this report are based on certain assumptions, which in its opinion are true as on the date of this report and could fluctuate due to changes in 15factors underlying such assumptions or events that cannot be reasonably foreseen. This report does not consist of any investment advice and nothing contained in this report should be construed as a recommendation to invest/disinvest in any entity. This industry report is intended for use only within India. Exchange Rates The exchange rates Rupees (₹) vis-a-vis of USD, as of June 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023 are provided below: Currency June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 1 USD 85.54 85.58 83.37 82.22 Source: https://www.fbil.org.in/#/home and https://www.rbi.org.in/scripts/ReferenceRateArchive.aspx Note: In the event that March 31/ June 30 of any of the respective financial year is a public holiday, the previous calendar day not being a public holiday has been considered. The above exchange rates are for the purpose of information only and may not represent the rates used by the Company for purpose of preparation or presentation of its financial statements. The rates presented are not a guarantee that any person could have on the relevant date converted any amounts at such rates or at all. 16General Risks Investment in non-convertible securities is risky, and investors should not invest any funds in such securities unless they can afford to take the risk attached to such investments. Investors are advised to take an informed decision and to read the risk factors carefully before investing in this offering. For taking an investment decision, investors must rely on their examination of the issue including the risks involved in it. Specific attention of investors is invited to statement of risk factors contained under “Risk Factors” on page 19. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the non-convertible securities or investor’s decision to purchase such securities. 17FORWARD LOOKING STATEMENTS Certain statements contained in this Draft Shelf Prospectus that are not statements of historical fact constitute “forward looking statements”. Investors can generally identify forward looking statements by terminology such as “aim”, “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “objective”, “plan”, “potential”, “project”, “pursue”, “shall”, “seek”, “should”, “will”, “would”, or other words or phrases of similar import. Similarly, statements that describe our strategies, objectives, plans, or goals are also forward looking statements. However, these are not the exclusive means of identifying forward looking statements. All statements regarding our expected financial conditions, results of operations, business plans and prospects are forward looking statements. These forward looking statements include statements as to our business strategy, planned projects, revenue and profitability, new business and other matters discussed in this Draft Shelf Prospectus that are not historical facts. These forward looking statements contained in this Draft Shelf Prospectus (whether made by our Company or any third party) are predictions and involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of our Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements or other projections. All forward looking statements are subject to risks, uncertainties and assumptions about our Company that could cause actual results to differ materially from those contemplated by the relevant forward looking statement. Important factors that could cause results to differ materially from our Company’s expectations include:  our ability to manage our credit quality;  interest rates and inflation in India;  volatility in interest rates for our lending and investment operations as well as the rates at which our Company borrows from banks/ financial institution;  general, political, economic, social and business conditions in Indian and other global markets;  our ability to successfully implement our strategy, growth and expansion plans;  non-registration of our Company’s trademark, as on the date of this Draft Shelf Prospectus, resulting in our inability to adequately protect our intellectual property and subjecting us to claims alleging breach of third party intellectual property rights;  competition from our existing as well as new competitors;  change in the government regulations and/or directions issued by RBI in connection with the NBFCs and the ICCs;  availability of adequate debt and equity financing at commercially acceptable terms;  performance of, and the prevailing conditions affecting, the real estate market in India;  performance of the Indian debt and equity markets; and  our ability to comply with certain specific conditions prescribed by the GoI in relation to our business changes in laws and regulations applicable to companies in India, including foreign exchange control regulations in India. Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to, those discussed under “Risk Factors”, “Industry Overview” and “Our Business” beginning on pages 19, 108 and 151, respectively. The forward looking statements contained in this Draft Shelf Prospectus are based on the beliefs of, as well as the assumptions made by and information currently available with, the management of our Company. Although our Company believes that the expectations reflected in such forward looking statements are reasonable as of the date of this Draft Shelf Prospectus, our Company cannot assure investors that such expectations will prove to be correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward looking statements. If any of these risks and uncertainties materialise, or if any of our underlying assumptions prove to be incorrect, our actual results of operations or financial condition could differ materially from that described herein as anticipated, believed, estimated or expected. All subsequent forward looking statements attributable to us are expressly qualified in their entirety by reference to these cautionary statements. Neither the Lead Managers, our Company, its Directors and its officers, nor any of their respective affiliates or associates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with the SEBI NCS Regulations, our Company and the Lead Managers will ensure that investors in India are informed of material developments between the date of filing relevant Tranche Prospectus with the RoC and the date of obtaining listing and trading approval for the NCDs. 18SECTION II: RISK FACTORS An investment in NCDs 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 our business or any decision to purchase, own or dispose of the NCDs. Prospective investors should carefully consider the risks and uncertainties described below, in addition to the other information contained in this Draft Shelf Prospectus including “Our Business” on page 151 and “Financial Information” on page 225, before making any investment decision relating to the NCDs. If any of the following risks, or other risks that are not currently known or are now deemed immaterial, actually occur, our business, financial condition and result of operations could suffer, the trading price of the NCDs could decline and you may lose all or part of your interest and/or redemption amounts. The risks and uncertainties described in this section are not the only risks that we currently face. Additional risks and uncertainties not known to us or that we currently believe to be immaterial may also have an adverse effect on our business, results of operations and financial condition. The market prices of the NCDs could decline due to such risks and you may lose all or part of your investment. Unless otherwise stated in the relevant risk factors set forth, we are not in a position to specify or quantify the financial or other implications of any of the risks mentioned herein. The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another. This Draft Shelf Prospectus contains forward looking statements that involve risk and uncertainties. Our Company’s actual results could differ materially from those anticipated in these forward looking statements as a result of several factors, including the considerations described below and elsewhere in this Draft Shelf Prospectus. Certain information in this section includes extracts from the Crisil Report. Neither our Company, the Lead Managers, the Debenture Trustee, nor any other person connected with the Issue has independently verified such industry and third-party information. For more information, please see “Industry Overview” on page 108. Prospective investors are advised to read the following risk factors carefully before making an investment in the NCDs offered in this Issue. You must rely on your examination of our Company and this Issue, including the risks and uncertainties involved. RISKS RELATING TO OUR BUSINESS 1. Any inability to manage and maintain our business growth effectively may have a material adverse effect on our business, results of operations, cash flows and financial condition. We cannot assure you that our growth strategy will continue to be successful or that we will be able to continue to grow. For Fiscal 2025, our total consolidated revenue from operations increased by 1.75% as compared to Fiscal 2024. Further, our total consolidated revenue from operations for the quarter ended June 30, 2025 increased by 8.78% as compared to the quarter ended June 30, 2024. Growth in our business exposes us to a wide range of increased risks within India, including business risks, operational risks, fraud risks, regulatory and legal risks and the possibility that the quality of our Loan Book may decline. Moreover, our ability to sustain our rate of growth depends significantly upon our ability to manage key issues, such as selecting and retaining key management personnel, maintaining effective risk management policies, continuing to offer products which are relevant to our target base of clients, developing managerial experience to address emerging challenges and ensuring a high standard of client service. Our results of operations depend on a number of internal and external factors including the increase in demand for housing loans in India, competition, the RBI’s monetary and regulatory policies, RBI regulations, inflation, our ability to expand geographically and diversify our product offerings and also, significantly, on our net interest income. Further, it cannot be assured that we will not experience issues such as capital constraints, difficulties in expanding our existing business and operations, and hiring and training of new personnel in order to manage and operate our expanded business. Our business depends significantly on our marketing initiatives. There can be no assurance in relation to the impact of such initiatives and any failure to achieve the desired results may negatively impact our ability to leverage our brand value. There can also be no assurance that we would be able to continue such initiatives in the future in a similar manner and on commercially viable terms. Furthermore, any adverse publicity about or loss of reputation by us could negatively impact our results of operations or cash flows. If we grow our Loan Book too rapidly or fail to make proper assessments of credit risks associated with 19new borrowers or new businesses, a higher percentage of our loans may become non-performing, which would have a negative impact on the quality of our assets and our business, prospects, financial condition, cash flows and results of operations. We cannot assure you that our existing or future management, operational and financial systems, processes, procedures and controls will be adequate to support future operations or establish or develop business relationships beneficial to future operations. Any one or a combination of some or all of the above-mentioned factors may result in a failure to maintain the growth of our Loan Book which may in turn have a material adverse effect on our business, results of operations, cash flows and financial condition. 2. We cannot assure you that we will be able to successfully execute our growth strategies, which could affect our operations, results, financial condition and cash flows. Our growth strategy includes adopting an “asset-light” business model, increasing the number of loans we extend and expanding our customer base. For further details, see “Our Business – Our Strategy” on page 155. The change to an asset-light business model is a fundamental change to our business, as we expect to co- originate loans with banks and increase sell-downs of our loan portfolio. However, there is no assurance that our asset-light business model will be successful. Further, our ability to co-originate loans also depends on the banks with which we enter into co-lending agreements, as they provide 80% of the value of such loans. In addition, we may earn lesser spreads on our loans through the co-lending model, which may adversely impact our business, financial condition, cash flows and results of operations. Further, we expect that our growth strategy will place significant demands on our management, financial and other resources. While we intend to pursue existing and potential market opportunities, our inability to manage our business plan effectively and execute our growth strategy could have an adverse effect on our operations, results, financial condition and cash flows. In order to manage growth effectively, we must implement and improve operational systems, procedures and internal controls on a timely basis. Our ability to execute our growth strategies will depend on identifying key target markets correctly, manage our pricing to compete effectively, and scale up and grow our network efficiently. We will also need to manage relationships with a greater number of customers, service providers, lenders and other parties as we expand. If we fail to implement these systems, procedures and controls on a timely basis, or if there are weaknesses in our internal controls that would result in inconsistent internal standard operating procedures, we may not be able to meet our customers’ needs, hire and retain new employees, pursue new business, complete future strategic agreements or operate our business effectively. There can be no assurance that our existing or future management, operational and financial systems, procedures and controls will be adequate to support future operations or establish or develop business relationships beneficial to future operations. Our management may also change our view on the desirability of current strategies, and any resultant change in our strategies could put significant strain on our resources. Further, we may be unable to achieve any synergies or successfully integrate any acquired business into our portfolio. Any business that we acquire may have unknown or contingent liabilities, and we may become liable for the past activities of such businesses. Furthermore, any equity investments that we undertake may be subject to market and liquidity risks, and we may be unable to realise any benefits from such investments, in a timely manner, or at all. 3. The RBI circular on ‘Investments in Alternative Investment Funds’ may have a material adverse impact on our financial results and regulatory capital ratios. RBI, through its circular dated December 19, 2023 (the “RBI Circular on AIFs”), barred entities regulated by it (the “Regulated Entity”), including the NBFCs, from investing in alternative investment funds (the “AIFs”) that have either direct or indirect investments in a “debtor company” of such Regulated Entity. A “debtor company” includes any company to which the Regulated Entity currently has or previously had a loan or investment exposure anytime during the preceding 12 months. In accordance with the RBI Circular on AIFs, i. If an AIF scheme, in which the Regulated Entity is already an investor, makes a downstream investment in any such “debtor company”, then the Regulated Entity is required to liquidate its investment in the scheme within 30 days from the date of such downstream investment by the AIF; or ii. If the Regulated Entity has, as on date of the RBI Circular on AIFs, already invested in an AIF scheme having downstream investment in a “debtor company”, the Regulated Entity shall liquidate its investment 20within 30 days of the date of the RBI Circular on AIFs. In the event the Regulated Entity is unable to liquidate its investments within the prescribed timelines, the Regulated Entity shall make 100% provision on the investment made by the Regulated Entity in the AIF scheme which is further invested in the “debtor company” of the Regulated Entity. Additionally, any investment by the Regulated Entity in the subordinated units of any AIF scheme with a “priority distribution model” shall be subject to full deduction from the Regulated Entity’s capital funds. This will adversely impact our regulatory capital ratios. RBI, pursuant to its circular dated March 27, 2024, has clarified that downstream investments exclude investments in equity shares of the “debtor company” of a Regulated Entity, but shall include all other investments, including investment in hybrid instruments. As at June 30, 2025 and March 31, 2025, the Group had investment in AIFs amounting to ₹ 47.53 crores and ₹ 51.13 crores, respectively, which falls under clause I or II of above mentioned clause of RBI Circular on AIFs. As at March 31, 2025, the Group has provided for ₹ 51.13 crores (being 100% of the value of the investment) towards provision for impairment on carrying value of investments in AIFs pursuant to the RBI Circular on AIFs. Subsequently, on May 19, 2025, the RBI released a draft Reserve Bank of India (Investment in AIF) Directions, 2025, which were finalised and notified on July 29, 2025 (the “RBI AIF Directions”). These directions, effective from January 1, 2026 consolidate and supersede the earlier circulars and provide the regulatory framework governing investments by Regulated Entities in AIFs. Any of our investments which require compliance with the RBI AIF Circular or the RBI AIF Directions may adversely impact our business, results of operations, financial condition and reputation. 4. We are vulnerable to the volatility in interest rates and we may face interest rate and maturity mismatches between our assets and liabilities in the future which may cause liquidity issues. Our operations are particularly vulnerable to volatility and mismatches in interest rates. Our net interest income and profitability directly depend on the difference between the average interest rate at which we lend and the average interest rate at which we borrow. The cost of our funding and the pricing of our loan products are determined by a number of factors, many of which are beyond our control, including the RBI’s monetary policies, inflationary expectations, competition, deregulation of the financial sector in India, domestic and international economic and political conditions and other factors. These factors could affect the interest rates charged on interest-earning assets differently than the interest rates paid on interest bearing liabilities. While any reduction in our cost of funds may be passed on to our customers, we may not have the same flexibility in passing on any increase in our cost of funds to our customers, thereby affecting our net interest income. Similarly, competition pressures may require us to reduce our cost of lending to our customers without a proportionate reduction in our cost of borrowing from our lenders. Further, if we do not pass on the reduced interest rates to our borrowers, it may result in some of the borrowers prepaying the loan to take advantage of the reduced interest rate environment, thereby impacting our growth and profitability. If interest rates rise, some or all of our lenders may increase the interest rates at which we borrow resulting in an increase in our effective cost of funds. We may or may not be able to pass on the increased interest rates to our borrowers simultaneously with the increase in our borrowing rates, or at all, thereby affecting our net interest income and we may find it difficult to compete with our competitors, who may have access to low-cost funds or lower cost deposits. Further, an increase in interest rates may result in some of our borrowers prepaying their loans by arranging funds from other less expensive sources, thereby impacting our growth and profitability. Additionally, an increase in general interest rates in the economy could reduce the overall demand for housing finance and impact our growth. There can be no assurance that we will be able to adequately manage our interest rate risk in the future, and if we are unable to do so, this could have an adverse effect on our net interest income, which could in turn have a material adverse effect on our business, results of operations, cash flows and financial condition. While we enter into interest rate swaps to reduce our risk of exposure to interest rate fluctuations, we cannot assure you that such arrangements will sufficiently reduce our exposure to interest rate fluctuations or adequately protect us against any unfavourable fluctuations in the interest rates. 5. We and our Directors and Subsidiaries are party to certain legal and regulatory proceedings and any adverse outcome in these or other proceedings may adversely affect our business, operations, etc. 21We and our Directors and Subsidiaries are involved, from time to time, in legal and regulatory proceedings that are incidental to our operations and these involve proceedings filed by and against us. These include criminal and civil proceedings, including arbitration cases, consumer proceedings, tax investigations, labour proceedings, cases filed by us under the Negotiable Instruments Act and Insolvency and Bankruptcy Code, 2016 and applications under the SARFAESI Act challenging proceedings adopted by us towards enforcement of security interests. These proceedings are pending at different levels of adjudication before various courts, fora, authorities, tribunals and appellate tribunals. A significant degree of judgment is required to assess our exposure in these proceedings and determine the appropriate level of provisions, if any. There can be no assurance on the outcome of legal proceedings or that the provisions we make will be adequate to cover all losses we may incur in such proceedings, or that our actual liability will be as reflected in any provision that we have made in connection with any such legal proceedings. We may be required to devote management and financial resources in the defence or prosecution of such legal proceedings. If a significant number of these disputes are determined against us and if we are required to pay all or a portion of the disputed amounts or if we are unable to recover amounts for which we have filed recovery proceedings, there could be a material and adverse impact on our reputation, business, financial condition, cash flows and results of operations. Additionally, we are involved in litigation with Veritas Investment Research Corporation (“Veritas”) in relation to a report that they published way back on August 8, 2012, on the erstwhile Indiabulls group. On August 8, 2012, the erstwhile Indiabulls group published a press release stating that the allegations made in the report were factually incorrect and misleading. A criminal complaint dated August 8, 2012 was registered at the Police Station, Cyber Cell, Mumbai and a FIR was also registered by Indiabulls Real Estate Ltd (“IBREL” now known as Embassy Developers Ltd) on August 8, 2012 at the Police Station, Udyog Vihar, Gurgaon against Veritas, Neeraj Monga and another stating, inter alia, that Neeraj Monga threatened to publish the report if the Indiabulls group failed to pay USD 50,000. On August 5, 2014, Veritas and Neeraj Monga filed a claim in the Superior Court of Justice, Ontario, (“SCJ, Ontario”) against the Indiabulls group claiming an aggregate of CAD 11 million as punitive damages on the grounds that the press release dated August 8, 2012 was false and defamatory. A motion challenging the jurisdiction of SCJ, Ontario has been filed by our Company and IBREL on February 27, 2015, which is currently pending in the SCJ, Ontario. Further, Citizens Whistle Blower Forum (“CWBF”) has filed a special leave petition before the Supreme Court of India (the “Supreme Court”) challenging the final judgment and order dated February 2, 2024 passed by the High Court of Delhi in WP (C) No. 9887 of 2019. Originally, CWBF had filed a writ petition in public interest (the “PIL”) before the High Court of Delhi at New Delhi (the “Delhi High Court”) against our Company, Sameer Gehlaut, our erstwhile promoter, and government authorites seeking direction for investigation by government authorities into alleged violations by erstwhile promoter and alleged irregularities pertaining to facilities extended by our Company to five borrower groups. In the course of the 5 years between 2019 and 2024, the regulatory and statutory bodies, at the direction of the court, conducted thorough audits on the Company and its books, and filed affidavits in the court. The regulatory bodies in their affidavit submitted that out of the five borrower groups, 3 have been closed/ repaid and remaining 2 are standard accounts. Based on the findings and submissions in these affidavits, the Delhi High Court on February 2, 2024, dismissed the PIL. The Supreme Court issued notice in the SLP and directed the regulators and investigating agencies to file their status reports, and the said reports have been filed. Our Company is also a party to a batch of special leave petitions (the “SLPs”) filed before the Supreme Court of India (the “Supreme Court”) concerning the disbursement of funds by almost 19 banks and financial institutions to builders/ developers under home-loans availed by homebuyers who had booked units under subvention schemes floated by builders/developers for various housing development projects in Noida, Greater Noida, Gurugram, and other adjoining areas. The SLPs are filed by various homebuyers alleging that the financial institutions (including our Company) have released funds to builders/developers without complying with the directions of RBI and the NHB which required the financial institutions to release funds after examining the stage of construction. The Supreme Court by its order dated March 18, 2025 has appointed an amicus and also directed the Central Bureau of Investigation (“CBI”) to propose an outline for an investigation. The CBI has submitted its report before the Supreme Court on July 22, 2025 and on directions of the Supreme Court, 22 regular cases have been registered by the CBI. The matters are currently pending. Further, Yamuna Expressway Industrial Development Authority, Greater Noida (the “YEIDA”) filed an FIR dated 22April 15, 2023 (the “YEIDA FIR”) against our Company and Kadam Developers Private Limited, amongst others, at the Beta-2 Greater Noida, Gautam Buddha Nagar police station under Sections 420, 467, 468, 471 and 120B of the IPC. Our Company filed a criminal writ petition dated April 15, 2023 before the Supreme Court of India (the “Supreme Court”) for quashing the FIRs and consequential proceedings. The Allahabad High Court vide its order dated December 21, 2024 (the “Order”) quashed the YEIDA FIR and consequential enforcement case information report bearing number ECIR/HIU-I/06/2023 registered by the Enforcement Directorate (the “ED”). YEIDA, ED and Amit Walia have filed three separate special leave petitions before the Supreme Court challenging the Order. The Supreme Court has, pursuant to its order dated April 28, 2025, stayed the operation of the Order. The matter is currently pending. Our Company, Directors and Key Managerial Personnel had received show cause notices from the Registrar of Companies, Delhi and Haryana at New Delhi, Ministry of Corporate Affairs, New Delhi (the “RoC”), for non- compliance of certain applicable provisions and disclosure requirements, under different provisions of the Companies Act, 2013 (the “Act”), as observed by MCA officials during inspection of our Company records under Section 206(5) of the Act for the period from Fiscal 2014-15 to Fiscal 2016-17, which were compoundable and adjudicable in nature. Our Company, Directors and Key Managerial Personnel filed compounding applications and petitions under Section 441 of the Act and application or request for adjudication of penalties under Section 454 of the Act. The compounding applications were adjudicated and our Company and officers have paid the fees and penalties as imposed. One of the earlier applications filed with the RoC for adjudication under Section 454 of the Act has also been heard and adjudicated. Post inspection findings, as desired by the office of the Regional Director, Northern Region (the “RD”), our Company had duly submitted desired additional information and documents pertaining to Fiscals 2017-18 to 2020-21 with RD office on August 2, 2022. Further, MCA vide their letter dated December 21, 2023 has directed our Company to file compounding/ adjudication application for the alleged offences under Sections 134(3)(f) and 129, read with Schedule III, of the Act for various financial years, arising out of the supplementary inspection under Section 206(5) of the Act carried out by the MCA. Our Company responded to this letter on January 4, 2024, with subsequent reminders vide letters dated February 22, 2024, May 13, 2024, October 15, 2024, and April 8, 2025 requesting for details of these non-compliances to proceed further. The RoC vide its letter dated April 16, 2025 had provided the necessary details for filing the compounding and adjudication applications and our Company and concerned officers had immediately filed the required applications with the RoC. The RoC has initiated the process of adjudication and has also forwarded the compounding applications to RD office. Our Company and our officers have suo moto filed adjudication applications for alleged offence under Section 135 of the Act and are in the process of getting the said matters compounded/ adjudicated by paying the requisite compounding fee/ penalty as may be imposed by the concerned authorities. Any adverse outcome in the ongoing and any future proceeding, could have a material adverse impact on our reputation, business prospects and financial condition. The summary of outstanding litigation as on the date of the Draft Shelf Prospectus is as follows: Name of the Criminal Material tax Statutory or Disciplinary Material civil Aggregate Company proceedings proceedings regulatory actions by SEBI litigations amount proceedings or Stock involved Exchanges (₹ in crores)# against our promoters Company By the 6* Nil Nil NA 10 4,882.04 Company Against the 12 Nil 2** NA 18 218.86 + CAD Company 11.00 M@ Directors By the Nil Nil Nil NA Nil Nil Directors Against the 5 Nil Nil NA 1 Nil Directors Promoters By the NA NA NA NA NA NA promoters Against the NA NA NA NA NA NA promoters Subsidiaries By the 1*** Nil Nil NA 5 1,034.79 23Name of the Criminal Material tax Statutory or Disciplinary Material civil Aggregate Company proceedings proceedings regulatory actions by SEBI litigations amount proceedings or Stock involved Exchanges (₹ in crores)# against our promoters Subsidiaries Against the 1 Nil 1 NA 10 Nil Subsidiaries * These cases do not include the first information reports registered by our Company in the ordinary course of business under Section 154 of the CrPC alleging inter alia commission of offenses punishable under Sections 405, 406, 408, 409, 420, 467, 468, 470, 471, 474, 75, 477A and 120-B of the IPC and under Section 138 of the Negotiable Instruments Act against its customers. ** These cases do not include any regulatory or statutory notices received by our Company in the ordinary course of business. @ Includes CAD 11.0 million, that is under dispute in relation to the litigation involving our Company and Veritas Investment Research Corporation. This amount has been determined pursuant to conversion at the exchange rate 1 CAD = ₹ 63.8750, i.e., an average rate from September 15, 2025 to September 19, 2025 as per www.fedai.org.in. *** These cases do not include the first information reports registered by our Subsidiaries in the ordinary course of business under Section 138 of the Negotiable Instruments Act against its customers. # The amounts have been disclosed to the extent ascertainable as on date and remain subject to final outcome by the applicable statutory/ regulatory/ administrative bodies or tribunals. For further details, see “Outstanding Litigations and Defaults” on page 322. 6. The Equity Shares of our Company are listed on BSE and NSE. Therefore, our Company is subject to certain obligations and reporting requirements under the SEBI Listing Regulations. Any non-compliance/ delay in complying with such obligations and reporting requirements may render us liable to prosecution and/or penalties. The Equity Shares of our Company are listed on BSE and NSE. We are, therefore, subject to the obligations and reporting requirements prescribed under the SEBI Listing Regulations. Our Company endeavors to comply with all such obligations/ reporting requirements. Any non-compliances/ delay in complying with mandatory obligations and reporting requirements may render us liable to prosecution and/or penalties. During Fiscal 2024, a penalty of ₹ 3,540 (excluding GST) was levied by BSE and NSE each for violation of Regulations 52(7) and 52(7A) of the SEBI Listing Regulations and a penalty of ₹ 10,000 (excluding GST) was levied by NSE for violation of Regulation 60(2) of the SEBI Listing Regulations and our Company has made necessary payments with respect to the same. Further, during Fiscal 2023, a penalty of ₹ 35,400 (including GST) was levied by BSE for violation of Regulation 13(1) of the SEBI Listing Regulations and our Company has made necessary payments with respect to the same. During the Fiscal 2025, no fines or penalty were imposed on our Company. Further, as on date of this Draft Shelf Prospectus, there are no fines/ penalty pending against our Company. While our Company endeavours to comply with all such obligations/ reporting requirements, there may at times be inadvertent non-disclosures and/or delayed/ erroneous disclosures and/or any other violations which may be committed by us, and the same may result into the Stock Exchanges and/or SEBI imposing penalties, issuing warnings or show cause notices against us and/or taking actions as provided under the SEBI Act and rules and regulations made thereunder and applicable SEBI circulars. Any adverse regulatory action or such development could affect our business reputation, divert management attention, and result in a material adverse effect on our business prospects and financial performance. 7. Any increase in the levels of non-performing assets (“NPAs”) in our Loan Book, for any reason whatsoever, would adversely affect our business, results of operations, cash flows and financial condition. The RBI Master Directions and the RBI Master Circular on Prudential norms on Income Recognition, Asset Classification and Provisioning pertaining to Advances dated April 1, 2025 (the “IRACP Norms”), which are applicable to us, have laid down prudential norms with regard to NPAs, including in relation to the identification of NPAs and income recognition against NPAs. There is no assurance that our NPA level will continue to stay at its current level. If the credit quality of our Loan Book deteriorates or we are unable to implement effective monitoring and collection methods, our results of operations and financial condition may be adversely affected. As we intend to continue our efforts to originate new loans, we cannot assure you that there will not be significant additional NPAs in our Loan Book in the future. Further, the RBI Master Directions or the IRACP Norms on NPAs may become more stringent than they currently are, which may materially adversely affect our profitability and results of operations. For instance, the RBI circular titled ‘Prudential norms on Income Recognition, Asset Classification and Provisioning pertaining to Advances – Clarifications’ dated November 12, 2021 (the “Prudential Norms – Clarifications 2021”), read with the RBI 24circular titled ‘Prudential norms on Income Recognition, Asset Classification and Provisioning pertaining to Advances – Clarifications’ dated February 15, 2022, which is applicable to the NBFCs, provides detailed clarifications regarding the classification and recognition of NPAs. One such clarification requires lenders to classify borrower accounts as overdue as a part of their day-end processes for the due date, irrespective of the time of running such processes. Similarly, classification of borrower accounts as SMA as well as NPA is to be undertaken as part of day-end process for the relevant date and the SMA or NPA classification date is to be the calendar date for which the day-end process is run. Similarly, upgradation of accounts classified as NPA to standard asset category has been made more stringent under the Prudential Norms – Clarifications 2021. As a result of the provisions of the Prudential Norms - Clarifications 2021, our Company may not be able to maintain historic NPA positions, and our NPA position may significantly increase, which may in turn have a material adverse effect on our cash flows, profits, results of operations and financial condition. The RBI Master Directions also prescribe the provisioning required in respect to our outstanding loans. Should the overall credit quality of our loans deteriorate, the current level of our provisions may not be adequate to cover further increases in the amount of our NPAs. As of June 30, 2025 and March 31, 2025, our consolidated gross NPAs as a percentage of our consolidated Loan Book were 2.02% and 1.80% and our consolidated net NPAs as a percentage of our consolidated Loan Book were 1.16% and 1.08%. Our consolidated ECL allowance for stage 3 as at June 30, 2025 and March 31, 2025 were ₹ 387.85 crores and ₹ 329.74 crores representing 42.81% and 40.11%, respectively, of our consolidated stage 3 non- performing loans and advances to the customers in those period and years. If we are required to increase our provisioning in the future due to increased NPAs or the introduction of more stringent requirements in respect of loan loss provisioning, this may reduce our profit after tax and adversely impact our results of operations. Further, there can be no assurance that we will be able to recover the outstanding amounts due under any defaulted loans. We may also face difficulties in disposing of the underlying assets relating to such loans, as a result of which we may be unable to realise any liquidity from such assets. Under the RBI’s Resolution Frameworks 1.0 and 2.0, which allows one-time restructuring of assets under stress due to COVID-19 pandemic, the Group had restructured loans amounting to ₹ 155.46 crores and outstanding of such loans is ₹ 7.37 crores as at June 30, 2025. As of June 30, 2025 and March 31, 2025, we have total ECL allowance on financial assets and loan commitments amounting to ₹ 1,268.65 crores and ₹ 825.78 crores, respectively, on a consolidated basis which is equivalent to 2.84% and 1.81%, respectively, of our consolidated Loan Book and 140.03% and 100.44%, respectively, of our consolidated Gross NPAs. The ECL allowance also includes provision for increased risk of deterioration of our loan portfolio on account of macroeconomic factors caused by the COVID-19 pandemic. The provisioning measures imposed by the RBI may also have an adverse effect on our business, cash flows, financial condition and results of operations. Further, we are subject to risks of customer default which includes default or delays in repayment of principal and/or interest on the loans we provide to our customers. Customers may default on their obligations as a result of various factors, including certain external factors which may not be within our control, such as developments in the Indian economy and the real estate market, movements in global markets, changes in interest rates and changes in regulations. Customers could also be adversely affected by factors such as, bankruptcy, lack of liquidity, lack of business and operational failure. If customers fail to repay loans in a timely manner or at all, it could result in an increase in the levels of NPAs in our loan book and our financial condition and results of operations will be adversely impacted. 8. We may face asset-liability mismatches, which could affect our liquidity and consequently affect our operations and financial performance adversely. We may face potential liquidity risks because our assets and liabilities mature over different periods. As is typical for NBFCs, we meet portions of our funding requirements through short-term funding sources and long-term funding sources. The majority of our loan assets, however, mature over the medium term and long term. There are stipulated limits for mismatches in the different time buckets in the statement of structural liquidity for the NBFCs, which our Company continuously monitors and endeavours to stay within. However, our inability to accurately forecast our cash inflows and cash outflows and based on it, obtain additional credit facilities, renew our existing credit facilities or fund long term assets in a regulatory compliant, timely and cost-effective manner or at all, may lead to negative mismatches between our assets and liabilities, which in turn may adversely affect our operations and profitability and even solvency. 259. The limited review report of the Statutory Auditors for the quarter ended June 30, 2025 and audit report of our Joint Statutory Auditors for the Fiscal 2025 and the audit report of the Erstwhile Statutory Auditors for Fiscals 2025, 2024 and 2023 on our Audited Consolidated Financial Statement and Audited Standalone Financial Statement, contain certain qualification, emphasis of matter and other matters. I. The limited review report of the Joint Statutory Auditors on the Unaudited Consolidated Financial Results of the Group for the quarter ended June 30, 2025, contain other matters, extracts of which are set forth below: Other Matters The accompanying Statement includes unaudited interim financial results and other financial information in respect of: i. 9 subsidiaries and a trust, whose unaudited interim financial results include total revenues of Rs. 258.00 crores, total net profit after tax of Rs. 35.95 crores and total comprehensive income of Rs. 2.77 crores, for the quarter ended June 30, 2025, as considered in the Statement which have been reviewed by their respective independent auditors. ii. The independent auditor's reports on interim financial results / financial information of these entities have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures in respect of these subsidiaries and trust is based solely on the report of such auditors and procedures performed by us as stated above. Our conclusion on the Statement in respect of matters stated above are not modified with respect to our reliance on the work done and the reports of the other auditors. iii. The comparative financial information of the Group for quarter ended June 30, 2024 were reviewed by predecessor joint statutory auditors of the Group who expressed an unmodified conclusion on those consolidated financial results vide their report dated August 13, 2024. Accordingly, we do not express any conclusion, as the case may be, on the figures reported in the consolidated financial results for the quarter ended June 30, 2024. Our conclusion is not modified in respect of these matters. II. The audit report of the Joint Statutory Auditors on the Audited Consolidated Financial Statements of the Group as at and for the year ended March 31, 2025, contain other matters, extracts of which are set forth below: A. Other Matters a) We did not audit the financial statements and other financial information, in respect of: i. Nine subsidiaries and a trust, whose financial statements include total assets of Rs. 7,724.34 crores as at March 31, 2025, total revenues of Rs. 1,310.65 crores and net cash inflows of Rs. 568.89 crores for the year ended on that date, as considered in the Consolidated Financial Statements. These financial statements and other financial information have been audited by other auditors, and these financial statements, other information and the auditor’s reports thereon have been furnished to us by the management. ii. Our opinion on the Consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and the trust, and our report in terms of sub-section (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries and trust, is based solely on the reports of such other auditors b) The comparative financial information of the Company for the year ended March 31, 2024, was audited by the predecessor joint statutory auditors of the Company, who expressed an unmodified opinion on those Consolidated Financial Statements vide their audit report dated May 24, 2024. Accordingly, we do not express any opinion, as the case may be, on the figures reported in the Consolidated Financial Statements for the year ended March 31, 2024. Our opinion is not modified in respect of this matter. Our opinion on the Consolidated Financial Statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors B. Report on Other Legal and Regulatory Requirements There are no qualifications or adverse remarks by the respective auditors in their reports on Companies (Auditors Report) Order, 2020 of the companies included in the Consolidated Financial Statements except for the following where the respective auditors have reported unfavourable or adverse remarks in their audit report: 26Clause number of the Holding Company/ S. No Name CIN CARO report which is Subsidiary unfavorable or adverse Sammaan Capital Limited L65922DL2005PLC136 1. (Formerly known as Indiabulls Holding Company i(c), iii(c), iii(d), xi(a) 029 Housing Finance Limited) Sammaan Finserve Limited U65923DL2006PLC15 2. (Formerly known as Indiabulls Subsidiary iii(c), iii(d), xi(a) 0632 Commercial Credit Limited) Indiabulls Asset Holding U74900DL2007PLC16 3. Subsidiary xvii Company Limited 4760 The provisions of Companies (Auditors Report) Order, 2020 are not applicable to the trust, whose financial statements are included in the Consolidated Financial Statements. The audit report of the Joint Statutory Auditors on the Audited Standalone Financial Statements of the Company as at and for the year ended March 31, 2025, contain other matters, extracts of which are set forth below: C. Other Matters The comparative financial information of the Company for the year ended March 31, 2024, were audited by the predecessor joint statutory auditors of the Company, who expressed an unmodified opinion on those Standalone Financial Statements dated May 24, 2024. Accordingly, we do not express any opinion, as the case may be, on the figures reported in the Standalone Financial Statements for the year ended March 31, 2024. Our opinion is not modified in respect of this matter. III. The audit report of the Erstwhile Statutory Auditors on the Audited Consolidated Financial Statements of the Group as at and for the year ended March 31, 2024, contain other matters, extracts of which are set forth below: A. Emphasis of matter in respect of Holding Company 1) We draw attention to note no. 47 to the accompanying Consolidated Financial Statements which states that during the year ended 31 March 2024, the Holding Company has withdrawn an amount of ₹610 crores (net off related tax impact) from the additional special reserve created under section 29C of the National Housing Bank Act 1987 / the Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021 [earlier: NHB circular no. NHB (ND)/DRS/Pol-No.03/2004-05 dated August 26, 2004] towards provision of impairment on the carrying value of investments in Alternate Investments Funds (AIF) pursuant to RBI circular no. RBI/2023-24/90 DOR.STR.REC.58/21.04.048/2023-24 dated 19 December 2023. 2) We draw attention to note no. 33(ix) to the accompanying Consolidated Financial Statements which states that the Holding Company has applied to the Reserve Bank of India ("RBI") for change of its Certification of Registration to Non-Banking Financial Company-Investment and Credit Company (NBFC-ICC) consequent to the Holding Company not meeting the Principal Business Criteria for Housing Finance Companies as laid out in para 5.3 of the Master Direction - Non Banking Financial Company - Housing Finance Company ("NBFC- HFC") (Reserve Bank) Directions, 2021 ("Master Directions") and is awaiting approval from RBI for the conversion. B. Other Matters a. We did not audit the financial statements and other financial information, in respect of 10 (ten) subsidiaries, whose financial statements include total assets of ₹ 14,506.50 crores as at 31 March 2024, total revenues of ₹ 1,547.46 crores, total net profit after tax of ₹ 308.89 crores, total comprehensive income of ₹ 324.02 crores and net cash outflows of ₹ 606.18 crores for the year ended on that date, as considered in the Consolidated Financial Statements. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the Consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and our report in terms of sub-section (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries is based solely on the reports of the other auditors. b. We did not audit the financial statements in respect of 2 (two) subsidiaries, whose financial information reflect total revenues of ₹ (0.81) crores, total net loss after tax of ₹ 1.66 crores and total comprehensive loss of ₹ 1.66 crores for the period April 1, 2023 to May 2, 2023 and in respect of 1 (one) subsidiary, whose financial information reflect total revenue of ₹ Nil, total net profit after tax of ₹ Nil and total comprehensive income of ₹ Nil for the period April 1, 2023 to September 21, 2023, as considered in the Consolidated Financial Statements. These unaudited financial statements / financial information have been furnished to us by the Management and our opinion on the Consolidated Financial Statements, in so far as it relates to the amounts and disclosures 27included in respect of these subsidiaries, and our report in terms of sub-section (3) of Section 143 of the Act in so far as it relates to the aforesaid subsidiaries, is based solely on such unaudited financial statements and unaudited financial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements and financial information are not material to the Group. C. Report on Other Legal and Regulatory Requirements (xxi)There are qualifications or adverse remarks by the respective auditors in the Companies (Auditor’s Report) Order (CARO) reports of the companies included in the Consolidated Financial Statements, the details of which are given below*: S. Name CIN Holding Company/ Clause number of the No Subsidiary/ Associate/ CARO report which is Joint Venture qualified or adverse 1. Indiabulls Housing L65922DL2005PLC136029 Holding Company i(c) Finance Limited iii(c) iii(d) xvi(a) 2. Indiabulls Commercial U65923DL2006PLC150632 Subsidiary iii(c) Credit Limited iii(d) 3. Indiabulls Insurance U72200DL2002PLC114257 Subsidiary iii(c) Advisors Limited iii(f) 4. Indiabulls Capital U65993DL2005PLC134948 Subsidiary iii(c) Services Limited iii(f) 5. Indiabulls Advisory U51101DL2006PLC155168 Subsidiary iii(c) Services Limited iii(f) 6. Ibulls Sales Limited U67100DL2006PLC154666 Subsidiary xvii 7. Indiabulls Asset Holding U74900DL2007PLC164760 Subsidiary xvii Company Limited * does not include reporting with regard to a trust on which Companies (Auditor’s Report) Order, 2020 are not applicable, however, the same have been considered as Subsidiaries in accordance with Indian Accounting Standards as prescribed. IV. The audit report of the Erstwhile Statutory Auditors on the Audited Consolidated Financial Statements of the Group as at and for the year ended March 31, 2023, contain other matters, extracts of which are set forth below: A. Emphasis of matter in respect of Holding Company 1. We draw attention to note no. 33(ix) to the accompanying Consolidated Financial Statements which states that as at 31 March 2023, the Holding Company is unable to meet its Principal Business Criteria ("PBC") pursuant to the requirements of para 5.3 of the Master Direction - Non Banking Financial Company - Housing Finance Company ("NBFC-HFC") (Reserve Bank) Directions, 2021 ("Master Directions"). The Holding Company has submitted a plan for reorganization approved by its Board of Directors on April 28, 2023 to the Reserve Bank of India ("RBI") for conversion of the Holding Company into an NBFC-ICC and has been granted timeline up to September 30, 2023 by the RBI to implement such plan. 2. We draw attention to Note 47 of the accompanying Consolidated Financial Statements which states that the Holding Company has withdrawn an amount of ₹ 525 crores net of related tax impact towards the impairment allowance on financial instruments, from the additional special reserve created under Section 29 C of the National Housing Bank Act, 1987 in accordance with the Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021 ("Master Directions") issued by the Reserve Bank of India read with erstwhile NHB circular no NHB(ND)/DRS/Pol-o.03/2004-05 dated August 26, 2004. B. Other Matters a. We did not audit the financial statements and other financial information in respect of 13 subsidiaries, whose financial statements include total assets of ₹ 14,415.94 crores as at March 31, 2023, total revenues of ₹ 1,964.64 crores and net cash inflows of ₹ 511.43 crores for the year ended on that date, as considered in the Consolidated Financial Statements. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the Consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and our report in terms of sub-section (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries is based solely on the reports of the other auditors. b. We did not audit the financial statements of one subsidiary, whose un-audited financial statements and other financial information reflect total assets of ₹ Nil as at March 31, 2023, total revenues of ₹ Nil and net cash flows amounting to ₹ Nil for the year ended on that date, as considered in the Consolidated Financial Statements. 28These unaudited financial statements have been furnished to us by the Management and our opinion on the Consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of this subsidiary, and our report in terms of sub-section (3) of Section 143 of the Act in so far as it relates to the aforesaid subsidiary, is based solely on such unaudited financial statements and unaudited other financial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements and other financial information are not material to the Group. C. Report on Other Legal and Regulatory Requirements (xxi)There are qualifications or adverse remarks by the respective auditors in the Companies (Auditor’s Report) Order (CARO) reports of the companies included in the Consolidated Financial Statements, the details of which are given below*: S. Name CIN Holding Company/ Clause number of No Subsidiary/ Associate/ the CARO report Joint Venture which is qualified or adverse 1. Indiabulls Housing Finance L65922DL2005PLC136029 Holding Company i(c) Limited iii(c) iii(d) xvi(a) 2. Indiabulls Commercial Credit U65923DL2006PLC150632 Subsidiary iii(c) Limited iii(d) 3. Indiabulls Insurance Advisors U72200DL2002PLC114257 Subsidiary iii(c) Limited 4. Nilgiri Investmart Services U72200DL2005PLC143654 Subsidiary xvii Limited 5. Indiabulls Trustee company U65991DL2008PLC176626 Subsidiary xvii Limited 6. Indiabulls Capital Services U65993DL2005PLC134948 Subsidiary iii(c) Limited 7. Indiabulls Holdings Limited U74140DL2010PLC201275 Subsidiary iii(c) xvii 8. Indiabulls Advisory Services U51101DL2006PLC155168 Subsidiary iii(c) Limited 9. Ibulls Sales Limited U67100DL2006PLC154666 Subsidiary xvii 10. Indiabulls Asset Holding U74900DL2007PLC164760 Subsidiary xvii Company Limited 11. Indiabulls Asset Management U65991DL2008PLC176627 Subsidiary xvii Company Limited * does not include reporting with regard to a trust and the subsidiary company incorporated outside India on which Companies (Auditor’s Report) Order, 2020 are not applicable, however, the same have been considered as Subsidiaries in accordance with Indian Accounting Standards as prescribed. V. The limited review report of the Joint Statutory Auditors on the Unaudited Consolidated Financial Results of the Group for the quarter ended June 30, 2025, contain other matters, extracts of which are set forth below: Other Matters The comparative financial information of the Company for quarter ended June 30, 2024 were reviewed by predecessor joint statutory auditors of the Company who expressed an unmodified conclusion on those standalone financial results vide their report dated August 13, 2024. Accordingly, we do not express any conclusion, as the case may be, on the figures reported in the standalone financial results for the quarter ended June 30, 2024. VI. The audit report of the Joint Statutory Auditors on the Audited Standalone Financial Statements of the Company as at and for the year ended March 31, 2025, contain other matters, extracts of which are set forth below: Other Matter The comparative financial information of the Company for the year ended March 31, 2024, were audited by the predecessor joint statutory auditors of the Company, who expressed an unmodified opinion on those Standalone Financial Statements dated May 24, 2024. Accordingly, we do not express any opinion, as the case may be, on the figures reported in the Standalone Financial Statements for the year ended March 31, 2024. Our opinion is not modified in respect of this matter. 29(i)(c) According to the information and explanations given to us and based on the test check examination of the registered sale deed / transfer deed / conveyance deed / property tax receipts and such other documents provided to us, we report that, the title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the Company, except for the following:- Description of property Gross Held in Whether Period Reason for not being carrying name of promoter, held held in name of value director or their Company relative or employee Freehold Land located at Rs 0.11 Indiabulls Erstwhile Since Merged with the Lal Dora village of crores Financial Holding June 30, Company under Section Bijwasan, New Delhi Services Company 2009 391 and 394 of the Limited Companies Act, 1956 in terms of the approval of the Honorable High Court of Judicature. Freehold Land located at Rs 0.09 Indiabulls Erstwhile Since Merged with the District Mehsana, crores Financial Holding June 24, Company under Section Ahmedabad Services Company 2011 391 and 394 of the Limited Companies Act, 1956 in terms of the approval of the Honorable High Court of Judicature. Further, based on the information and explanation given to us, immovable property consisting of a freehold land and a flat (building) whose title deeds have been mortgaged as security towards Secured Non-Convertible Debentures issued by the Company and are held in the name of the Company. (iii)(c) In respect of loans and advances in the nature of loans granted by the Company, the schedule of repayment of principal and payment of interest has been stipulated and the repayment or receipts are regular except in the following cases: Name/Type of the Entity Amount (In Due date Extent of delay Remarks, If any Rs. crores) (In days) Various Borrowers 7,043.99 Various due dates More than one day - from the due date (ii)(d) The following amounts are overdue for more than ninety days from customers to whom loans have been granted, and reasonable steps have been taken by the Company for recovery of the overdue amount of principal and interest. Loan Given to No. of loan accounts Total Overdue Remarks, If any (In Rs crores) Various Borrowers 2,722 789.83 - (vii)(a) According to information and explanation given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including goods and services tax, provident fund, employees' state insurance, income tax, sales tax, service tax, value added tax, cess and other material statutory dues applicable to the Company. The provisions relating to duty of customs and duty of excise are currently not applicable to the Company. According to the information and explanation given to us and based on audit procedures performed by us, no undisputed amounts payable in respect of these statutory dues were outstanding, at the year end March 31, 2025, for a period of more than six months from the date they became payable. (vii)(b) According to records of the Company, the dues of goods and services tax, provident fund, employees’ state insurance, income-tax, sales tax, service tax, value added tax, cess and other statutory dues have not been deposited on account of any dispute, are as follows: Name of the statute Nature of Amount Period to which Forum where dispute is pending dues (In Rs the amount crores)* relates Income Tax Act, 1961 Income Tax 1.23 2008-09 Hon'ble Supreme Court 30Name of the statute Nature of Amount Period to which Forum where dispute is pending dues (In Rs the amount crores)* relates Income Tax Act, 1961 Income Tax 1.13 2011-12 Hon'ble High Court of Mumbai Income Tax Act, 1961 Income Tax 0.11 2012-13 Hon'ble High Court of Mumbai Income Tax Act, 1961 Income Tax 0.67 2013-14 Hon'ble High Court of Mumbai Income Tax Act, 1961 Income Tax 0.92 2014-15 Hon'ble High Court of Mumbai Income Tax Act, 1961 Income Tax 1.44 2015-16 Hon'ble High Court of Mumbai Income Tax Act, 1961 Income Tax 48.58 2016-17 Hon'ble High Court of Mumbai Income Tax Act, 1961 Income Tax 109.24 2016-17 CIT (A) Income Tax Act, 1961 Income Tax 166.75 2017-18 Hon'ble High Court of Mumbai Income Tax Act, 1961 Income Tax 0.59 2017-18 CIT (A) Income Tax Act, 1961 Income Tax 30.44 2018-19 Hon'ble High Court of Mumbai Income Tax Act, 1961 Income Tax 11.37 2019-20 Hon'ble High Court of Mumbai Income Tax Act, 1961 Income Tax 0.23 2021-22 CIT (A) Income Tax Act, 1961 Income Tax 0.02 2021-22 CIT (A) Goods and Services Tax Act, Central Goods 0.40 2017-18 to 2019- Commissioner Appeals, Jaipur 2017 & 20 Services Tax Goods and Services Tax Act, Central Goods 0.46 2018-19 Commissioner Appeals, Jaipur 2017 & Services Tax Goods and Services Tax Act, Central Goods 0.07 2018-19 Commissioner Appeals, Raipur 2017 & Services Tax Goods and Services Tax Act, Central Goods 1.06 2018-19 Commissioner Appeals, 2017 & Visakhapatnam (AP) Services Tax Goods and Services Tax Act, Central Goods 0.00# 2019-20 Jurisdictional Officer West Bengal 2017 & Services Tax Goods and Services Tax Act, Central Goods 0.01 2019-20 Jurisdictional Officer Delhi 2017 & Services Tax Goods and Services Tax Act, Central Goods 0.01 2019-20 Jurisdictional Officer Tamil Nadu 2017 & Services Tax Goods and Services Tax Act, Central Goods 0.63 2019-20 Commissioner Appeals Surat, 2017 & Gujarat Services Tax Goods and Services Tax Act, Central Goods 0.05 2019-20 Jurisdictional Officer Haryana 2017 & Services Tax Goods and Services Tax Act, Central Goods 12.56 2017-18 to 2019- Commissioner Appeals Jaipur 2017 & 20 Services Tax Goods and Services Tax Act, Central Goods 7.75 2020-21 to 2022- Commissioner Appeals Jaipur 2017 & 23 Services Tax Goods and Services Tax Act, Central Goods 2.91 2020-21 Commissioner Appeals Delhi 2017 & Services Tax Finance Act, 1994 Service Tax 0.47 October 2016 to Commissioner (Appeals Il), Delhi June 2017 (*These amounts are net of amount paid / adjusted under protest) (# Amount below Rs. one lakh) (xi)(a) According to the information and explanations given to us, no material fraud by the Company or on the Company has been noticed or reported during the year ended March 31, 2025, other than the instances of fraud aggregating to Rs. 2.67 crores comprising of 11 instances noticed and reported by the management in terms of 31the regulatory provisions applicable to the Company, as mentioned in Note 39 (2) (xxvii) of Standalone Financial Statements. VII. The audit report of the Erstwhile Statutory Auditors on the Audited Standalone Financial Statements of the Company as at and for the year ended March 31, 2024, contain other matters, extracts of which are set forth below: A. Emphasis of Matter 1. We draw attention to note no. 52 to the accompanying Standalone Financial Statements which states that during the year ended 31 March 2024, the Company has withdrawn an amount of ₹ 610 crores (net of related tax impact) from the additional special reserve created under section 29C of the National Housing Bank Act 1987 / the Master Direction – Non-Banking Financial Company – Housing Finance Company (Reserve Bank) Directions, 2021 [earlier: NHB circular no. NHB (ND)/DRS/Pol-No.03/2004-05 dated August 26, 2004] towards provision of impairment on the carrying value of investments in Alternate Investments Funds (AIF) pursuant to RBI circular no. RBI/2023-24/90 DOR.STR.REC.58/21.04.048/2023-24 dated 19 December 2023. 2. We draw attention to note no. 39(3)(xxi) to the accompanying Standalone Financial Statements which states that the Company has applied to the Reserve Bank of India (“RBI”) for change of its Certification of Registration to Non-Banking Financial Company–Investment and Credit Company (NBFC-ICC) consequent to the Company not meeting the Principal Business Criteria for Housing Finance Companies as laid out in para 5.3 of the Master Direction – Non Banking Financial Company – Housing Finance Company (“NBFC-HFC”) (Reserve Bank) Directions, 2021 (“Master Directions”) and is awaiting approval from RBI for the conversion. B. Annexure 1 to the Independent Auditor’s Report of even date on the Standalone Financial Statements of Indiabulls Housing Finance Limited as at and for the year ended March 31, 2024 (i)(c) According to the information and explanations given to us and based on the test check examination of the registered sale deed / transfer deed / conveyance deed / property tax receipts and such other documents provided to us, we report that, the title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the Company, except for the following:- Description of Gross Held in Whether Period held Reason for not being held in name property carrying name of promoter, director of value or their relative or Company employee Freehold Land ₹ 0.11 Indiabulls Erstwhile Holding Since June Merged with the Company under located at Lal crores Financial Company 30, 2009 section 391 and 394 of the Companies Dora village of Services Act, 1956 in terms of the approval of Bijwasan, New Limited the Honourable High Court of Delhi judicature Freehold Land ₹ 0.09 Indiabulls Erstwhile Holding Since June Merged with the Company under located at District crores Financial Company 24, 2011 section 391 and 394 of the Companies Mehsana, Services Act, 1956 in terms of the approval of Ahmedabad Limited the Honourable High Court of judicature Further, based on the information and explanation given to us, immovable property consisting of a freehold land and a flat (building) whose title deeds have been mortgaged as security towards Secured Non-Convertible Debentures issued by the Company and are held in the name of the Company. (iii) (c) In respect of loans and advances in the nature of loans, granted by the Company as part of its business of providing housing finance and loans against property to individual customers as well as providing builder finance, corporate finance, etc. to non-individual customers, the schedule of repayment of principal and payment of interest has been stipulated by the Company. Having regard to the voluminous nature of loan transactions, it is not practicable to furnish entity-wise details of amount, due date for repayment or receipt and the extent of delay in this report (as suggested in the Guidance Note on CARO 2020, issued by the Institute of Chartered Accountants of India for reporting under this clause), in respect of loans and advances which were not repaid / paid when they were due or were repaid / paid with a delay, in the normal course of lending business. Further, except for loans where there are delays or defaults in repayment of principal and / or payment of interest as at the balance sheet date, in respect of which the company has disclosed asset classification / staging in note 8 to the Standalone Financial Statements in accordance with Indian Accounting Standards (Ind AS) and the relevant, 32applicable guidelines issued by the Reserve Bank of India, the parties are repaying the principal amounts, as stipulated, and are also regular in payment of interest, as applicable. (iii) (d) The Company, being a Housing Finance Company, is registered with National Housing Bank, and the applicable directives issued by Reserve Bank of India, and in pursuance of its compliance with provisions of the said National Housing Bank Act, 1987, Rules thereunder and applicable RBI Directives, particularly, the Income Recognition, Asset Classification and Provisioning Norms, monitors and reports the total amounts overdue including principal and/ or payment of interest by its customers for more than 90 days. In cases where repayment of principal and payment of interest is not received as stipulated, the cognizance thereof is taken by the Company in course of its periodic regulatory reporting. Refer notes 8 to the Standalone Ind AS Financial Statements for summarised details of such loans/advances which are not repaid by borrowers as per stipulations. However, reasonable steps are taken by the Company for recovery thereof. (vii) (a) The Company is generally regular in depositing undisputed statutory dues including Goods and Services tax, Provident Fund, Employees’ State Insurance, Income Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues, as applicable, to the appropriate authorities. There were no undisputed amounts payable in respect of Goods and Service tax, Provident Fund, Employees’ State Insurance, Income Tax, Duty of Custom, Duty of Excise, Value Added Tax, Cess and other material statutory dues in arrears as at 31 March 2024 for a period of more than six months from the date they became payable (vii)(b) There are no statutory dues referred to in sub-clause (a) that have not been deposited with the appropriate authorities on account of any dispute except for the following cases: Name of the statute Nature of Amount Period to which Forum where dispute is Remar dues (₹ in the amount pending ks, if crores)* relates (FY) any Income Tax Act,1961 Income Tax 1.23 2008-09 Hon’ble Supreme Court - Income Tax Act,1961 Income Tax 1.27 2010-11 Hon’ble High Court of Delhi - Income Tax Act,1961 Income Tax 0.67 2013-14 Hon’ble High Court of Mumbai - Income Tax Act,1961 Income Tax 0.92 2014-15 Hon’ble High Court of Mumbai - Income Tax Act,1961 Income Tax 1.44 2015-16 Hon’ble High Court of Mumbai - Income Tax Act,1961 Income Tax 48.58 2016-17 Hon’ble High Court of Mumbai - Income Tax Act,1961 Income Tax 0.59 2017-18 CIT (A) - Income Tax Act,1961 Income Tax 0.23 2020-21 CIT (A) - Income Tax Act,1961 Income Tax 1.13 2011-12 Hon’ble High Court of Mumbai - Income Tax Act,1961 Income Tax 0.11 2012-13 Hon’ble High Court of Mumbai - Income Tax Act,1961 Income Tax 0.02 2021-22 CIT (A) - CGST Act, 2017 Central Goods 0.46 2018-19 Commissioner Appeals, Jaipur - & Services Tax CGST Act, 2017 Central Goods 0.36 2017-18 Commissioner Appeals, Jaipur - & Services Tax CGST Act, 2017 Central Goods 0.08 2018-19 Appellate Authority - & Services Tax Finance Act, 1994 Service Tax 0.47 October 2016 to Commissioner (Appeals II), - June 2017 Delhi (*These amounts are net of amount paid / adjusted under protest) (xvi) (a) Pending the outcome of the matter as described in Note 39(3)(xxi) to the Standalone Financial Statements, the Company is not required to be registered under Section 45-IA of the RBI Act, 1934. VIII. The audit report of the Erstwhile Statutory Auditors on the Audited Standalone Financial Statements of the Company as at and for the year ended March 31, 2023, contain other matters, extracts of which are set forth below: A. Emphasis of Matter 1. We draw attention to note no. 39(3)(xxi) to the accompanying Standalone Financial Statements which states that as at 31 March 2023, the Company is unable to meet its Principal Business Criteria (“PBC”) pursuant to the requirements of para 5.3 of the Master Direction – Non Banking Financial Company – Housing Finance Company (“NBFC-HFC”) (Reserve Bank) Directions, 2021 (“Master Directions”). The Company has submitted a plan for reorganization approved by its Board of Directors to the Reserve Bank of India (“RBI”) on April 28, 2023 for conversion into an NBFC-ICC and has been granted timeline up to September 30, 2023 by the RBI to implement such plan. 332. We draw attention to Note 52 of the accompanying Standalone Financial Statements which states that the Company has withdrawn an amount of ₹ 525 crores net of related tax impact towards the impairment allowance on financial instruments, from the additional special reserve created under Section 29 C of the National Housing Bank Act, 1987 in accordance with the Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021 (“Master Directions”) issued by the Reserve Bank of India read with erstwhile NHB circular no NHB(ND)/DRS/Pol-o.03/2004-05 dated August 26, 2004. B. Annexure 1 to the Independent Auditor’s Report of even date on the Standalone Financial Statements of Indiabulls Housing Finance Limited as at and for the year ended March 31, 2023 (i)(c) According to the information and explanations given to us and based on the test check examination of the registered sale deed / transfer deed / conveyance deed / property tax receipts and such other documents provided to us, we report that, the title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the Company, except for the following:- Description of Gross Held in Whether Period Reason for not being held in property carrying name of promoter, director held name of Company value or their relative or employee Freehold Land ₹ 0.11 Indiabulls Erstwhile Since Merged with the Company under located at Lal crores Financial Holding June section 391 and 394 of the Dora village of Services Company 30, Companies Act, 1956 in terms of Bijwasan, New Limited 2009 the approval of the Honourable Delhi High Court of judicature Freehold Land ₹ 0.09 Indiabulls Erstwhile Since Merged with the Company under located at District crores Financial Holding June section 391 and 394 of the Mehsana, Services Company 24, Companies Act, 1956 in terms of Ahmedabad Dora Limited 2011 the approval of the Honourable village of High Court of judicature Bijwasan, New Delhi Further, based on the information and explanation given to us, immovable property consisting of a freehold land and a flat (building) whose title deeds have been mortgaged as security towards Secured Non-Convertible Debentures issued by the Company and are held in the name of the Company. (iii) (c) In respect of loans and advances in the nature of loans, granted by the Company as part of its business of providing housing finance and loans against property to individual customers as well as providing builder finance, corporate finance, etc. to non-individual customers, the schedule of repayment of principal and payment of interest has been stipulated by the Company. Having regard to the voluminous nature of loan transactions, it is not practicable to furnish entity-wise details of amount, due date for repayment or receipt and the extent of delay in this report (as suggested in the Guidance Note on CARO 2020, issued by the Institute of Chartered Accountants of India for reporting under this clause), in respect of loans and advances which were not repaid / paid when they were due or were repaid / paid with a delay, in the normal course of lending business. Further, except for loans where there are delays or defaults in repayment of principal and / or payment of interest as at the balance sheet date, in respect of which the company has disclosed asset classification / staging in note 8 to the Standalone Financial Statements in accordance with Indian Accounting Standards (Ind AS) and the guidelines issued by the Reserve Bank of India, the parties are repaying the principal amounts, as stipulated, and are also regular in payment of interest, as applicable. (iii) (d) The Company, being a Housing Finance Company, is registered with National Housing Bank, and the directives issued by Reserve Bank of India, in pursuance of its compliance with provisions of the said National Housing Bank Act, 1987, Rules thereunder and applicable RBI Directives, particularly, the Income Recognition, Asset Classification and Provisioning Norms, monitors and reports the total amounts overdue including principal and/or payment of interest by its customers for more than 90 days. In cases where repayment of principal and payment of interest is not received as stipulated, the cognizance thereof is taken by the Company in course of its periodic regulatory reporting. Refer notes 8 to the Standalone Ind AS Financial Statements for summarised details of such loans/advances which are not repaid by borrowers as per stipulations. However, reasonable steps are taken by the Company for recovery thereof. (vii) (a) The Company is generally regular in depositing undisputed statutory dues including Goods and Services tax, Provident Fund, Employees’ State Insurance, Income Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues, as applicable, to the appropriate authorities. There were no undisputed amounts payable in respect of Goods and Service tax, Provident Fund, Employees’ State Insurance, 34Income Tax, Duty of Custom, Duty of Excise, Value Added Tax, Cess and other material statutory dues in arrears as at 31 March 2023 for a period of more than six months from the date they became payable. (vii)(b) There are no statutory dues referred to in sub-clause (a) that have not been deposited with the appropriate authorities on account of any dispute except for the following cases: Name of the statute Nature of dues Amount Amount paid Period to Forum where Remar (₹ in under which the dispute is pending ks, if crores) Protest (₹ in amount relates any crores) (FY) Income Tax Act,1961 Income Tax 1.23 Nil 2008-09 Hon’ble Supreme - Court Income Tax Act,1961 Income Tax 1.27 Nil 2010-11 Hon’ble High Court - of Delhi Income Tax Act,1961 Income Tax 14.16 Nil 2013-14 ITAT - Income Tax Act,1961 Income Tax 13.81 Nil 2014-15 ITAT - Income Tax Act,1961 Income Tax 20.54 Nil 2015-16 ITAT - Income Tax Act,1961 Income Tax 48.66 Nil 2016-17 ITAT - Income Tax Act,1961 Income Tax 9.65 Nil 2017-18 ITAT - Income Tax Act,1961 Income Tax 1.30 Nil 2017-18 CIT (A) - Income Tax Act,1961 Income Tax 64.15 Nil 2018-19 CIT (A) - Income Tax Act,1961 Income Tax 28.04 Nil 2019-20 CIT (A) - Income Tax Act,1961 Income Tax 0.23 Nil 2020-21 CIT (A) - Income Tax Act,1961 Income Tax 0.58 Nil 2020-21 CIT (A) - CGST Act, 2017 Central Goods & Services 0.08 0.004 2018-19 Appellate Authority - Tax Finance Act, 1994 Service Tax 0.51 0.04 October 2016 Commissioner - to June 2017 (Appeals II) (xvi) (a) Pending the outcome of the matter as described in Note 39(3)(xxi) to the Standalone Financial Statements, the Company is not required to be registered under Section 45-IA of the RBI Act, 1934. For further details, please see “Financial Information” on page 225. 10. Our indebtedness and conditions and restrictions imposed by our financing arrangements could adversely affect our ability to conduct our business and operations. As at March 31, 2025, our standalone borrowings (other than debt securities) were ₹ 20,956.97 crores, standalone debt securities were ₹ 15,675.58 crores and standalone subordinated liabilities were ₹ 3,751.27 crores and as at June 30, 2025, our standalone borrowings (other than debt securities) were ₹ 22,351.26 crores, standalone debt securities were ₹ 14,964.46 crores and standalone subordinated liabilities were ₹ 3,754.12 crores. Further, as at March 31, 2025, our consolidated borrowings (other than debt securities) were ₹ 22,057.05 crores, consolidated debt securities were ₹ 16,585.16 crores and consolidated subordinated liabilities were ₹ 4,083.43 crores. We have entered into agreements with certain banks and financial institutions for short-term and long-term borrowings. Some of our agreements require us to take consent from our lenders for undertaking various actions, including, for, inter alia: • entering into any schemes of mergers, amalgamations, compromise or reconstruction; • enter into any borrowing arrangement with any bank, financial institution, company or person; • approaching capital market for mobilising additional resources either in the form of debt or equity; • changing the substantial nature of the business of our Company; • effecting any change in our capital structure; • any material change in our management or business; • any amendments to our Memorandum or Articles of Association; • undertaking guarantee obligations on behalf of any third party; • declare any dividends to our shareholders if there is a subsisting event of default/breach in any financial covenant; • transfer or dispose of any of our undertakings; • utilisation of funds for any other purpose other than for which approval has been granted or agreed to be granted; and • entering into any long-term contractual obligations that significantly affect the lender. Our Company has applied to its lenders and received all required consents in relation to the Issue. Additionally, some of our loan agreements also require us to maintain certain periodic financial ratios. Some of our financing agreements 35also contain cross-default and cross-acceleration clauses, which are triggered in the event of default by our Company under the respective financing agreements. Also, our Company has certain loan facilities which the lenders can recall without any cause. Our future borrowings may also contain similar restrictive provisions. In the event that we breach any financial or other covenants contained in any of our financing arrangements or in the event we had breached any terms in the past which are only identified in the future, we may be required to immediately repay our borrowings either in whole or in part, together with any related costs. We may be forced to sell some or all of the assets in our portfolio if we do not have sufficient cash or credit facilities to make repayments. We cannot assure you that our business will generate sufficient cash to enable us to service our debt or to fund our other liquidity needs. In addition, we may need to refinance all or a portion of our debt on or before maturity. We cannot assure you that we will be able to refinance any of our debt on commercially reasonable terms or at all. 11. We have consolidated contingent liabilities as at March 31, 2025, and our financial condition may be adversely affected if these contingent liabilities materialise. We have substantial contingent liabilities, which could adversely affect our business and results of operations. Our contingent liabilities aggregated to ₹ 630.34 crores on a consolidated basis as at March 31, 2025, in accordance with Indian Accounting Standard 37. The contingent liabilities consist primarily of liabilities on account of income tax disputes, tax payments and capital commitments for the acquisition of fixed assets. In the event that any of these contingent liabilities materialise, our results of operations and financial condition may be adversely affected. Contingent liabilities and commitments as on March 31, 2025: The Group is involved in certain appellate and judicial proceedings (including those described below) concerning matters arising in the normal course of business including claims from revenue authorities, customers. The proceedings in respect of these matters are in various stages. Management has assessed the possible obligations arising from such claims against the Group, in accordance with the requirements of Indian Accounting Standard (Ind AS) 37 and based on judicial precedents, consultation with lawyers or based on its historical experiences. Accordingly, Management is of the view that based on currently available information no provision in addition to that already recognised in its financial statements is considered necessary in respect of the above. Below are the details of contingent liabilities as per Indian Accounting Standard 37 and commitments on a consolidated basis as at March 31, 2025, in respect of claims asserted by revenue authorities and others: Particulars Amount (in ₹ crores) Income tax matters in respect of which appeal is pending 586.13 Goods and Services tax matters in respect of which appeal is pending 32.83 Capital commitments for acquisition of Property, plant and equipment and Other Intangible assets at 11.08 various branches as at the year end Bank guarantee provided to Unique Identification Authority of India for Aadhaar verification of loan 0.25 applications Bank guarantees provided against court case 0.05 The Group in the ordinary course of business, has various cases pending in different courts, however, the management does not expect any unfavourable outcome resulting in material adverse effect on the - financial position of the Group. Total 630.34 12. We are subject to periodic inspections by RBI and SEBI. Non-compliance with the observations made by RBI and SEBI during any such inspections could adversely affect our reputation, financial condition and results of operations. As an NBFC, we are subject to periodic inspection by RBI under Section 45N of the Reserve Bank of India Act, 1934, pursuant to which RBI may inspect our books of accounts and other records for the purpose of verifying the correctness or completeness of any statement, information or particulars furnished to the RBI. Any irregularities found during such investigations by RBI could expose us to warnings, penalties and restrictions. Our Company received a notice dated February 9, 2024 and bearing reference number SEBI/HO/DDHS-SEC- 361/P/OW/2024/5815/1 from SEBI (the “SEBI Letter 1”) in connection with certain additional interest payments made to existing holders of the non-convertible debentures issued by our Company in accordance with the terms stipulated under certain public issuances of debentures between August 9, 2021 until November 30, 2023. SEBI, pursuant to its notice dated June 14, 2024 and addressed to our Company, has issued a notice for summary settlement of the probable proceedings under the Securities and Exchange Board of India (Settlement Proceedings) Regulations, 2018, as amended (the “SEBI Settlement Proceedings Regulations”), as provided in the SEBI Letter 1. Our Company has filed a settlement application dated July 11, 2024, paid the corresponding processing fees for the settlement application and remitted the settlement amount of ₹ 7,65,000. The settlement order is pending. SFL received a notice dated February 9, 2024 and bearing reference number SEBI/HO/DDHS-SEC- 1/P/OW/2024/5813/1 from SEBI (“SEBI Letter 2”) in connection with certain additional interest payments made to existing holders of the non-convertible debentures issued by SFL in accordance with the terms stipulated under certain public issuances of debentures between August 9, 2021 until November 30, 2023. SEBI, pursuant to its notice dated June 14, 2024 and addressed to SFL, has issued a notice for summary settlement of the probable proceedings under the SEBI Settlement Proceedings Regulations, as provided in the SEBI Letter 2. SFL has filed a settlement application dated July 11, 2024, paid the corresponding processing fees for the settlement application and remitted the settlement amount of ₹ 6,25,000. The settlement order is pending. During the course of finalization of inspection, regulatory authorities may share their findings and recommendations with us and give us an opportunity to provide justification and clarifications. Further, such regulatory authorities may also seek certain clarifications and share their findings in the ordinary course of business. In the event we are unable to resolve such deficiencies to the satisfaction of the relevant authority, we may be restricted in our ability to conduct our business as we currently do. While we seek to comply with all regulatory provisions applicable to us, in the event we are unable to comply with the observations made by the regulatory authorities, we could be subject to penalties and restrictions which may have an adverse effect on our business, results of operations, financial condition, cash flows and reputation. 13. Substantial portion of our Loan Book is exposed to corporates in the real estate sector (“Corporate Borrowers”), and such Corporate Borrowers may be party to legal proceedings, which, if determined against them, could affect our ability to recover loans granted to such Corporate Borrowers. Our lending products include housing and non-housing loans. A substantial portion of our Loan Book is exposed to the real estate sector as the underlying security on these loans is primarily mortgages. The economic slowdown caused by the spread of COVID-19 pandemic has impacted the real estate sector, including our Corporate Borrowers, thereby resulting in default on payment of outstanding dues by entities in the real estate sector. On account of such defaults, amongst others, there are ongoing legal proceedings initiated by third parties against certain of our Corporate Borrowers and these entities may become liable to various further legal proceedings. Any adverse outcome in such legal proceedings against our Corporate Borrowers, their promoters or any entities associated with them may adversely impact our ability to recover outstanding dues or enforcement of security on such loans. Our inability to recover outstanding dues or enforcement of security may in turn have a material adverse effect on our business, results of operations, cash flows and financial condition. 14. Any downgrade in our credit ratings may increase interest rates for refinancing our outstanding debt, which would increase our financing costs, and adversely affect our future issuances of debt and our ability to borrow on a competitive basis. Credit ratings reflect the opinions of ratings agencies on our financial strength, operating performance, strategic position and ability to meet our obligations. These ratings signify a high degree of safety regarding timely servicing of financial obligations and very low credit risk and allow us to access debt financing at competitive rates of interest. We have a long-term credit rating of “Crisil AA/Stable” from Crisil, “[ICRA]AA (Stable)” from ICRA, “CARE AA-; Stable” from CARE Ratings and “BWR AA+/ Stable” from Brickwork Ratings for non-convertible debentures and subordinated debt programme. Additionally, we have a long-term credit rating of “Crisil AA/Stable” from Crisil, “CARE AA-; Stable” from CARE Ratings for our long-term facilities. We also have the highest short- term credit rating of “Crisil A1+” from Crisil and “BWR A1+ (reaffirmed)” from Brickwork Ratings, for our commercial paper programme and have short term ratings of “CARE A1+” from CARE ratings for short term bank lines. We also have an international credit rating of “B 2; Outlook Positive” from Moody’s and Short term from S&P Global Ratings of “B; Positive Outlook” and long-term issuer credit rating from S&P Global Ratings of “B+; Stable outlook”. We also have rating of “B+” for Senior Secured Social Bonds from S&P Global Ratings. These ratings allow us to access debt financing at competitive rates of interest. Any downgrades in our credit ratings may 37increase interest rates for refinancing our outstanding debt, which would increase our financing costs, and adversely affect our future issuances of debt and our ability to borrow on a competitive basis, which may adversely affect our business, financial condition, results of operations and cash flows. Further, any downgrade in our credit ratings may also trigger an event of default or acceleration of certain of our borrowings. The rating given by the Credit Rating Agencies is valid as on the date of this Draft Shelf Prospectus and shall remain valid until the rating is revised or withdrawn. There are no unaccepted ratings and any other ratings other than as specified in this Draft Shelf Prospectus. 15. We may experience difficulties in expanding our business or pursuing new business opportunities in new regions and markets. As part of our growth strategy, we continue to evaluate attractive growth opportunities to expand our business and pursue new business opportunities in new regions and markets. Factors such as competition, customer requirements, regulatory regimes, culture, business practices and customs in these new markets may differ from those in our current markets, and our experience in our current markets may not be applicable to these new markets. Our present and future business may be exposed to various additional challenges, including obtaining necessary governmental approvals, identifying and collaborating with local business and partners with whom we may have no previous working relationship; successfully marketing our products in markets with which we have no previous familiarity; attracting potential customers in a market in which we do not have significant experience or visibility; attracting and retaining new employees; expanding our technological infrastructure; maintaining standardised systems and procedures; and adapting our marketing strategy and operations to different regions of India or outside of India in which different languages are spoken. To address these challenges, we may have to make significant investments that may not yield desired results or incur costs that we may not recover. Our inability to expand our current operations or pursue new business opportunities may adversely affect our business prospects, financial condition, cash flows and results of operations. 16. Our Company and our Material Subsidiary has issued recall notices and subsequently initiated legal proceedings in connection with loan facilities extended to certain entities wherein Rana Kapoor (former CEO and promoter of an Indian private sector bank) and/or his relatives were guarantors, or in a few facilities where Rana Kapoor was a co-borrower. In the event that we are unable to recover whole or part of the outstanding dues under these loan facilities, our reputation, financial condition and cash flows could be adversely impacted. Our Company and our Material Subsidiary had served 11 recall notices, each dated March 9, 2020 (collectively, the “Recall Notices”) recalling the entire outstanding loan amount in relation to the loan facilities extended to certain entities wherein Rana Kapoor and/or his relatives were guarantors; or in a few loan facilities, where Rana Kapoor was a co-borrower (the “Noticees”, and such loan facilities, the “RK Group Facilities”) on account of an alleged material adverse event as contemplated under the respective facility documents which resulted in an event of default in relation to the RK Group Facilities. Subsequently, on June 18, 2020, our Company and our Material Subsidiary issued 21 notices under Section 13(2) of the SARFAESI Act (“SARFAESI Notices”) to the Noticees in their capacity as the mortgagor, borrower and/or guarantor for the RK Group Facilities, upon such RK Group Facilities being classified as NPAs in accordance with the applicable prudential guidelines. By way of the SARFAESI Notices, our Company has called upon the Noticees to forthwith pay the outstanding amount, aggregated across all individual SARFAESI Notices of ₹ 2,364.57 crores, together with TDS amount of ₹ 11.53 crores due as on the date of the SARFAESI Notices, along with applicable interest amounts thereon in the SARFAESI Notices. In terms of the SARFAESI Notices, in the event the outstanding dues are not cleared within 60 days from the date of issuance of the SARFAESI Notices, our Company in its capacity as the financial creditor shall be entitled to take such steps as provided under Section 13(4) of the SARFAESI Act, which include, inter alia, taking possession and disposing of the secured assets as described in the SARFAESI Notices. Our Company has, through notices, each dated September 4, 2020, issued under Section 13(4) of the SARFAESI Act and newspaper publications on September 6, 2020, and September 7, 2020, taken symbolic possession of the secured assets as described in the SARFAESI Notices. Certain Noticees have filed securitization applications before the Debts Recovery Tribunal-II at New Delhi against our Company challenging the notices issued by the Company under the SARFAESI Act and the notices of sale under Rule 8(6) of the Security Interest Enforcement Rules, 2002. 38Further, our Company has also filed applications under Section 9 of the Arbitration and Conciliation Act, 1996 before the High Court of Delhi. Through its orders, each dated March 13, 2020, the Delhi High Court has, inter alia, restrained the Respondents from creating any encumbrance or lien or third-party rights on the secured assets. By its common order dated June 29, 2020, the Delhi High Court extended the operation of the interim orders, each dated March 13, 2020 and fixed the next date of hearing to September 3, 2020. Through its common order dated September 3, 2020, the Delhi High Court has disposed of the Sections 9 Applications and has ordered the Sections 9 Applications to be treated as applications made under Section 17 of the Arbitration and Conciliation Act, 1996 and same are to be filed before the sole arbitrator Justice Deepak Verma (retired). The operation of the orders dated March 13, 2020 has been extended till September 19, 2020. Further, the Delhi High Court has also ordered that the sole arbitrator Justice Deepak Verma (retired) may modify, continue or vary the operation of the orders dated March 13, 2020. Additionally, our Company also invoked the arbitration clause and initiated 10 arbitral proceedings, and SFL has also invoked the arbitration clause and initiated 1 arbitral proceeding, before Justice Deepak Verma (retired) as the sole arbitrator in each of the 10 arbitral proceedings for recovery of the amounts due by the Noticees. A consolidated award dated February 28, 2023 in relation to the ‘lead matter’ was passed by the learned sole arbitrator concluding all the arbitral proceedings under Section 32 of the Arbitration and Conciliation Act, 1996. Entities wherein Rana Kapoor and/or his relatives were guarantors have filed 10 appeals under Section 34 of the Arbitration and Conciliation Act, 1996. The matters are currently pending. Furthermore, in connection with ongoing investigation against Rana Kapoor, the Enforcement Directorate, GoI, (“ED”) issued a summons on March 24, 2020, to one of our senior management personnel, seeking details of, and certain documents in connection with the RK Group Facilities. While the relevant documents and details as sought by the ED have been submitted by us, we cannot assure you that the ED will not continue to probe members of our senior management in connection with its ongoing investigation against Rana Kapoor. We may be required to devote management and financial resources in such legal proceedings. If a significant number of these disputes are determined against our Company and if we are unable to recover amounts for which we have filed recovery proceedings, there could be a material and adverse impact on our business, financial condition and results of operations. For further details, see “Outstanding Litigations and Defaults” on page 322. 17. We may have to comply with stricter regulations and guidelines issued by regulatory authorities in India, including RBI, which may increase our compliance costs, divert the attention of our management and subject us to penalties. We are regulated principally by and have reporting obligations to RBI. We are also subject to the corporate, taxation and other laws in effect in India. The regulatory and legal framework governing us differs in certain material respects from that in effect in other countries and may continue to change as India’s economy and commercial and financial markets evolve. In recent years, existing rules and regulations have been modified, new rules and regulations have been enacted and reforms have been implemented which are intended to provide tighter control and more transparency in India’s housing finance sector. The laws and regulations governing NBFCs involved in the housing finance industry in India have become increasingly complex and cover a wide variety of issues. Compliance with many of the regulations applicable to our operations in India, including any restrictions on investments and other activities currently being carried out by us, involves a number of risks, particularly in markets where applicable regulations may be subject to varying interpretations. Moreover, new regulations may be passed that restrict our ability to do business. Further, these regulations are subject to frequent amendments and depend upon government policy. We cannot assure you that we will not be subject to any adverse regulatory action in the future. The costs of compliance may be high, which may affect our profitability. If we are unable to comply with any such regulatory requirements, our business and results of operations may be materially and adversely affected. Further, pursuant to notification dated November 18, 2019 issued by the Ministry of Corporate Affairs, certain prescribed non-banking finance companies with asset size of ₹ 500.00 crores or more, as per last audited balance sheet have been notified as a category of financial service providers (the “Notified FSPs”). The Ministry of Corporate Affairs has also issued the Insolvency and Bankruptcy (Insolvency and Liquidation Proceedings of Financial Service Providers and Application to Adjudicating Authority) Rules, 2019, in terms of which RBI may initiate insolvency and liquidation proceedings under the IBC against the Notified FSPs (which includes our Company) for a ‘default’ in terms of the IBC. 39If the interpretation of the regulators and authorities varies from our interpretation, we may be subject to penalties and our business could be adversely affected. Any changes in the existing regulatory framework, including any increase in the compliance requirements, may require us to divert additional resources, including management time and costs towards such increased compliance requirements. Such an increase in costs could have an adverse effect on our business, prospects, financial condition and results of operations. Additionally, our management may be required to divert substantial time and effort towards meeting such enhanced compliance requirements and may be unable to devote adequate time and efforts towards our business, which may have an adverse effect on our future business, prospects, financial condition and results of operations. There can be no guarantee that we will be able to comply with any increased or more stringent regulatory requirements, in part or at all. Failure to comply with such further regulatory requirements could lead to regulatory actions, including penalties, which may have an adverse effect on our future business, prospects, financial condition, cash flows and results of operations. 18. Our business and operations significantly depend on senior management and key employees and may be adversely affected if we are unable to retain them. Our business and operations largely depend on the continued services and performance of our senior management and other key employees and our ability to attract and retain such personnel. On August 12, 2020, Sameer Gehlaut relinquished the office of executive chairman and was replaced by Subhash Sheoratan Mundra, Independent Director as our Non-Executive Chairman. Subsequently, Sameer Gehlaut resigned from his post of Non- Executive, Non-Independent Director on the Board of our Company with effect from March 14, 2022, and along with the members of the Erstwhile Promoter Group, requested to be re-classified from the ‘promoter and promoter group’ category to ‘public’ category of Shareholders of our Company, in accordance with Regulation 31A of the SEBI Listing Regulations, subject to receipt of requisite approvals. Thereafter, the Board, at its meeting held on March 15, 2022, considered and approved the request. Further, the Shareholders of the Company, at their extraordinary general meeting held on April 18, 2022, approved said re-classification, subject to Stock Exchanges and other approvals. On April 19, 2022, the Company filed the relevant applications with National Stock Exchange of India Limited and BSE Limited for approval of this re-classification and received the approvals from both Stock Exchanges vide their letters dated February 22, 2023. As on the date of this Draft Shelf Prospectus, our Company has no identifiable promoters and is a professionally managed company. For further details on these changes, please see “Our Management” on page 187. Considering the compact nature of our management team, our ability to identify, recruit and retain our employees is critical. As common to the housing finance industry we also face a continuing challenge to recruit and retain a sufficient number of suitably skilled personnel, knowledgeable in sectors to which we lend. There is significant competition in India for such personnel, and it may be difficult to attract, adequately compensate and retain the personnel we need in the future. Inability to attract and retain appropriate and adequate managerial personnel, or the loss of key personnel could adversely affect our business, prospects, results of operations and financial condition. We will need to recruit new employees, who will have to be trained and integrated into our operations. We will also have to train existing employees to adhere properly to internal controls and risk management procedures. Failure to train and motivate our employees properly may result in an increase in employee attrition rates, require additional hiring, erode the quality of customer service, divert management resources, increase our exposure to high-risk credit and impose significant costs on us. Hiring and retaining qualified and skilled managers are critical to our future, as our business model depends on our credit-appraisal and asset valuation mechanism, which are personnel-driven operations. The loss of the services of senior members of our management team and key employees could seriously impair our ability to continue to manage and expand our business efficiently and adversely affect our business, results of operations, cash flows and financial condition. Further, we do not maintain any key man insurance policies, and as a result, we may be unable to compensate for the loss of service of our key personnel. 19. We are an NBFC with housing finance business and subject to various regulatory and legal requirements. Also, future regulatory changes may have a material adverse effect on our business, results of operations, cash flows and financial condition. We are subject to the corporate, taxation and other laws in effect in India which require continued monitoring and compliance. These regulations, apart from regulating the manner in which a company carries out its business and internal operation, prescribe various periodical compliances and filings including but not limited to filing of forms and declarations with the relevant registrar of companies. Pursuant to the RBI Master Directions, RBI has prescribed various stringent requirements for NBFCs, including, amongst others, requirement to 40maintain a minimum capital to risk (weighted) assets ratio (“CRAR”), computed in accordance with the RBI Master Directions, consisting of Tier I and Tier II Capital which collectively shall not be less than 15% of their aggregate risk weighted assets and their risk adjusted value of off-balance sheet items on or before March 31, 2023, 15% on or before March 31, 2024 and 15% on or before March 31, 2025 and thereafter. This ratio is used to measure an NBFC’s capital strength and to promote the stability and efficiency of the housing finance system. As of June 30, 2025 and March 31, 2025, our standalone CRAR (%) was 29.17% and 29.52%, respectively. Should we be required to raise additional capital in the future in order to maintain our CRAR, computed in accordance with the Regulations, above the existing and future minimum required levels, we cannot guarantee that we will be able to obtain this capital on favourable terms, in a timely manner or at all. Further, the RBI Master Directions also require us to maintain a minimum exposure to certain loan assets classes specified thereunder. We cannot assure you that we will be in compliance with the various regulatory and legal requirements in a timely manner or at all, and our inability to comply with the requirements prescribed by RBI, including RBI Master Directions, may subject us to certain penalties and revocation of our license impacting our ability to conduct housing finance business, amongst others, which may have an adverse effect on our business, prospects, financial condition, cash flows and results of operations. Further, the requirement for compliance with such applicable regulations presents a number of risks, particularly in areas where applicable regulations may be subject to varying interpretations. Further, if the interpretations of the regulators and authorities with respect to these regulations vary from our interpretation, it may be subject to penalties and our business could be adversely affected. For further details, please see “– We may have to comply with stricter regulations and guidelines issued by regulatory authorities in India, including the RBI, which may increase our compliance costs, divert the attention of our management and subject us to penalties” on page 39. 20. Significant changes by the Government or RBI in their policy initiatives facilitating the provision of housing and housing finance may have an adverse effect on our business, results of operations and financial condition. Any significant change by the Government in its various policy initiatives facilitating provision of housing and housing finance or any change in the tax incentives that it currently provides to NBFCs and homebuyers may have an adverse effect on our business, results of operations and financial condition. 21. Borrowing for the purchase or construction of property may not continue to offer borrowers the same fiscal benefits the Government currently offers and the housing sector may not continue to be regarded as a priority sector, which may adversely affect our business, prospects, financial condition and results of operations. The rapid growth in the housing finance industry in India in the last decade is in part due to the introduction of fiscal benefits for homeowners. Since the early 1990s, interest and principal repayments on capital borrowed for the purchase or construction of housing have been tax deductible up to certain limits, and tax rebates have been available for borrowers of such capital up to specified income levels. Pursuant to Section 36(1)(viii) of the Income Tax Act, 1961, up to 20% of profits from eligible business computed under the head “profits and gains of business or profession”, may be carried to a “special reserve” and are not subject to income tax. This would be applicable till the aggregate of the amounts carried to such reserve account from time to time exceeds twice the amount of the paid-up share capital and of the general reserves of the specified entity. Further, in terms of Section 41(4A) of the Income Tax Act, 1961, where a deduction has been allowed in respect of any special reserve created and maintained under Section 36(1)(viii) of the Income Tax Act, 1961, any amount subsequently withdrawn from such special reserve shall be deemed to be the profits and gains of business or profession and accordingly be chargeable to income tax as the income of the previous year in which such amount is withdrawn. If it does not, this may result in a higher tax outflow. Pursuant to Section 36(1)(viia) and chapter VI-A of the Income Tax Act, 1961, our Company, being an NBFC shall be eligible for a deduction in respect of any provision for bad and doubtful debts for an amount not exceeding five percent of the total income (computed before making any deduction) under this clause and of the Income Tax Act, 1961. In addition, home buyers receive tax incentives on home loans for principal and interest payment of home loans, which has improved affordability levels of borrowers. Principal repayment qualifies for tax deduction under Section 80C of the Income Tax Act, 1961. We cannot assure you that the Government will continue to make such benefits available to home buyers. Under the Income Tax (No. 2) Bill, 2025, the deduction for principal repayment as well as interest payment of home loans is not available. In addition, there can be no assurance that the Government will not introduce tax efficient investment options which are more attractive to borrowers than property investment. The demand for housing and/or housing 41finance may be reduced if any of these changes occur. The RBI has also provided incentives to the housing finance industry by extending priority sector status to housing loans as per the limits prescribed under Master Directions – Reserve Bank of India (Priority Sector Lending – Targets and Classification) Directions, 2025. 22. We have changed our brand name and our business may be harmed if our brand development strategy is not successful. Following the consent from RBI for conversion of the company from HFC to NBFC-ICC and change of name, our Company has changed its name from “Indiabulls Housing Finance Limited” to “Sammaan Capital Limited”. We have also changed our brand name and we continue to focus on asset light business model. Additionally, our Material Subsidiary, Sammaan Finserve Limited, has received a fresh certificate of incorporation (“COI”) from the Registrar of Companies, New Delhi, and a fresh Certificate of Registration (“CoR”) as an NBFC- ICC (Non-Banking Financial Company – Investment and Credit Company) from the RBI. Upon receipt of the said COI and COR, our Material Subsidiary’s name stands changed from “Indiabulls Commercial Credit Limited” to “Sammaan Finserve Limited”. Developing and maintaining awareness and integrity of our Company and our new brand are important to achieving widespread acceptance of our existing and future offerings and are important elements in attracting new customers. The importance of brand recognition will increase as competition in our market further intensifies. Successful promotion of our brand will depend on the effectiveness of our marketing efforts. We plan to continue investing resources to promote our brand, but there is no guarantee that our brand development strategies will enhance the recognition of our brand. If our efforts to promote and maintain our brand are not successful, our operating results and our ability to attract and retain customers may be adversely affected. 23. Our inability to obtain, renew or maintain statutory and regulatory permits and approvals required to operate our business may materially and adversely affect our business and results of operations. Our operations are subject to extensive government regulation and we are required to obtain and maintain a number of statutory and regulatory permits and approvals under central, state and local government rules in India, generally for carrying out our business. These include registration with RBI for carrying out business as an NBFC. We are also required to maintain licenses under various applicable national and state labour laws in force in India for some of our offices and with regard to some of our employees. While we currently possess or have applied for renewals of certain licenses, permits, registrations and approvals that have expired, there can be no assurance that the relevant authorities will renew these in the anticipated time frame, or at all. In addition, we may apply for more approvals. A majority of these approvals are granted for a limited duration and are subject to numerous conditions. We cannot assure you that these approvals would not be suspended or revoked in the event of non-compliance or alleged non-compliance with any terms or conditions thereof, or pursuant to any regulatory action. Additionally, failure by us to comply with the terms and conditions to which such licenses, approvals, permits or registrations are subject and/or to renew, maintain or obtain the required licenses, approvals, permits or registrations may result in the interruption of our operations and may have a material adverse effect on our business, financial condition, cash flows and results of operations. 24. We assign or securitise a substantial portion of our loan assets to banks and other institutions. Any deterioration in the performance of any pool of receivables assigned or securitised to banks and other institutions may adversely impact our financial performance and/or cash flows. As part of our means of raising and/or managing our funds, we assign or securitise a substantial portion of the receivables from our loan portfolio to banks and other institutions. Such assignment or securitisation transactions are conducted on the basis of our internal estimates of our funding requirements, which may vary from time to time. As of June 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023, our consolidated loans assigned were ₹ 13,515.73 crores, ₹ 13,338.78 crores, ₹ 12,244.47 crores and ₹12,743.63 crores, respectively. Any change in statutory and/or regulatory requirements in relation to assignments or securitisations by financial institutions, including the requirements prescribed by RBI and the Government of India, could have an adverse impact on our assignment or securitisation transactions. The commercial viability of assignment and securitisation transactions has been significantly affected by changes and developments relating to regulation governing such 42transactions. Such changes include: • prohibition on carrying out securitisation/assignment transactions at rates lower than the prescribed base rate of the bank; • prohibition on HFCs such as our Company from offering credit enhancements in any form and liquidity facilities in the case of loan transfers through direct assignment of cash flows; • minimum holding period or ‘seasoning’ and minimum retention requirements of assignment and securitisation loans; and • securitisation/assignments shall be eligible for classification under priority sector only if the interest rate charged to the ultimate borrower by the originating entity does not exceed base rate of such bank plus 8% per annum. Any adverse changes in the policy and/or regulations in connection with securitisation of assets by NBFCs and/or new circulars and/or directions issued by the RBI in this regard, affecting NBFCs or the purchasers of assets, would affect the securitisation market in general and our ability to securitise and/or assign our assets. The aggregate credit enhancement amounts outstanding on consolidated basis as of June 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023 were ₹ 324.02 crores, ₹ 382.74 crores, ₹ 884.52 crores and ₹840.86 crores, respectively. For such transactions, in the event that a relevant bank or institution does not realise the receivables due under such loan assets, such bank or institution would have recourse to such credit enhancement, which could have a material adverse effect on our results of operations, financial condition and/or cash flows. Further, under some of the assignment and pass-through certificate transactions that we undertake, we provide credit support in the form of corporate guarantees or cash collateral. In the case of any increases in losses on such transactions, such guarantee may be called or the cash collateral may be enforced. 25. Instability of global and Indian economies and banking and financial sectors could affect our liquidity, which could have a material adverse effect on our business, financial condition and results of operations. NBFCs recorded a 21% credit growth, driven by auto loans, personal loans, housing finance and microfinance in the retail segment and MSME and infrastructure financing in the wholesale segment. NBFC credit rebounded, clocking a CAGR of 14% between fiscals 2020 and 2025. RBI delivered a cumulative repo rate cut of 100 basis points (bps) between February and June 2025 providing some respite to NBFCs borrowing costs and enable them to diversify their funding sources (Source: Crisil Report). In fiscal 2025, NBFCs navigated the high interest rate environment by exploring alternative funding sources, such as capital market issuances and external commercial borrowings (ECBs) to support their growth plans (Source: Crisil Report). The easing of monetary cycles worldwide ahead of domestic interest rates during Fiscal 2025 enhanced the appeal of ECBs, which gained a larger share in the funding mix of companies (Source: Crisil Report). For further details, see “Industry Overview”. Any protracted instability in the Indian credit markets or other macro-economic factors which may impact the overall liquidity available in the Indian credit markets in general or the amount of credit available to non-banking financial companies in particular could adversely impact our ability to raise funds in a time-bound manner and at commercially acceptable terms. Non-availability of credit may lead to disruption in our business, including asset-liability mismatches and an inability to grow our business, and may require us to seek alternate sources of funding, which may not be available on commercially acceptable terms or at all. 26. We have geographic concentration in certain cities and therefore are dependent on the general economic conditions and activities in these cities. As on March 31, 2025, 67.94% of our retail Loan Book was geographically concentrated in Karnataka, Maharashtra, Haryana, Delhi and Uttar Pradesh and 95.11% of our wholesale Loan Book was geographically concentrated in Maharashtra, Haryana, Karnataka, Delhi and Andhra Pradesh. Further, as on June 30, 2025, 67.90% of our retail Loan Book was geographically concentrated in Karnataka, Maharashtra, Haryana, Delhi and Uttar Pradesh and 93.90% of our wholesale Loan Book was geographically concentrated in Maharashtra, Haryana, Karnataka, Delhi and Andhra Pradesh. Our concentration in these cities/ urban clusters exposes us to any adverse geological, ecological, economic and/or political circumstances in those respective regions. If there is a sustained downturn 43in the economy of those regions or a sustained change in housing market in those regions for any reason, our financial position may be adversely affected. 27. We have significant exposure to certain borrowers. Any negative developments impacting the ability of such borrowers to perform their obligations under their existing financing agreements with us and increase in the level of gross Stage 3 assets in our portfolio, may adversely affect our business, financial performance and results of operations. Our top 20 borrowers, on a standalone basis (excluding credit substitutes) in terms of adjusted loans and advances represented 26.34%, 23.06% and 25.78% of our total loans book as of March 31, 2025, March 31, 2024 and March 31, 2023, respectively. We may continue to have significant concentration of loans to such borrowers or other large corporate groups in India. Any negative developments impacting the ability of such borrowers to perform their obligations under their financing agreements with us, including any defaults on their obligations as a result of their bankruptcy, competition within their respective sectors, lack of liquidity, operational failure, government or other regulatory intervention, among others, may increase the level of gross Stage 3 assets in our portfolio and may adversely affect our business, financial performance and results of operations. 28. If we fail to identify, monitor and manage risks and effectively implement our risk management policies, it could have a material adverse effect on our business, financial condition, results of operations and cash flows. The effectiveness of our risk management is affected by the quality and timeliness of available data. We have devoted resources to develop our risk management policies and procedures and aim to continue to do so in the future. For details, see “Our Business – Liability Management – Risk and Asset -Liability Management” on page 177. Despite this, our policies and procedures to identify, monitor and manage risks of fraud, money laundering, any other credit, operational or other risks may not be fully effective. Our Board of Directors and the Risk Management Committee review our risk management policies from time to time. We also depend on our information technology systems to assist us with our risk management functions. Further, some of our methods of managing risks are based upon the use of observed historical market behaviour. As a result, these methods may not accurately predict future risk exposures, which could be significantly greater than those indicated by the historical measures. To the extent that any of the instruments and strategies we use to hedge or otherwise manage our exposure to market or credit risks are not effective, we may face risk exposure in certain market environments or particular types of risk as a result of not being able to effectively mitigate those market or credit risks. Our investment and interest rate risk are dependent upon our ability to properly identify, and mark-to-market changes in the value of financial instruments caused by changes in market prices or rates. Our earnings are dependent upon the effectiveness of our management of changes in credit quality and risk concentrations, the accuracy of our valuation models and our critical accounting estimates and the adequacy of our allowances for loan losses. To the extent our assessments, assumptions or estimates prove inaccurate or not predictive of actual results, we could suffer higher than anticipated losses. See “– Any increase in the levels of non-performing assets (“NPAs”) in our Loan Book, for any reason whatsoever, would adversely affect our business, results of operations, cash flows and financial condition.” on page 24. If we fail to effectively implement our risk management policies, we could materially and adversely affect our business, financial condition, results of operations and cash flows. 29. As an NBFC involved in housing finance business, we have significant exposure to the real estate sector and any negative events affecting this sector could adversely affect our business and result of operations. Our lending products include housing loans, loans against property and corporate mortgage loans. A substantial portion of our Loan Book is exposed to the real estate sector as the underlying security on these loans is primarily mortgages. In the event the real estate sector is adversely affected due to any reason whatsoever, including without limitation, the passing of any stringent norms regarding construction, floor space index or other compliances, the value of our collateral may diminish which may affect our business and results of operations in the event of a default in repayment by our clients. Also, if any of the projects which form part of our collateral are stalled for any reason for any length of time, the same may affect our ability to enforce our security, thereby effectively diminishing the value of such security. The primary security for the loans disbursed by us is the underlying property. The value of this security is largely dependent on housing market conditions prevalent at that time, as well the quality of the construction 44and the relevant developer. The value of the collateral on the loans disbursed by us may decline due to adverse market conditions including an economic downturn or a downward movement in real estate prices. In the event the real estate sector is adversely affected due to a decline of demand for real properties, changes in regulations or other trends or events, which negatively impact the real estate sector, the value of our collateral may diminish which may affect our business and results of operations. Failure to recover the expected value of collateral could expose us to losses and, in turn, result in a material adverse effect on our business, results of operations, cash flows and financial condition. Following the introduction of the SARFAESI Act and the subsequent extension of its application to NBFCs, we are allowed to foreclose on collateral and take certain other actions, including taking over the management of the business of the borrower, and which includes our right to transfer (in any manner) the underlying collateral after 60 days’ notice to a borrower whose loan has been classified as non-performing. Although the enactment of the SARFAESI Act has strengthened the rights of creditors by allowing expedited enforcement of security in an event of default, there is still no assurance that we will be able to realise the value of its collateral, in full or in part. The Debt Recovery Tribunal (“DRT”) has the power to issue a stay order prohibiting the lender from selling the assets of a defaulted borrower. As a result, there can be no assurance that any foreclosure proceedings would not be stayed by the DRT or any other relevant authority. In addition, delays on our part to take immediate action, delays in bankruptcy foreclosure proceedings, economic downturns, defects in security and fraudulent transfers by borrowers, may hinder our ability to realise the full value of security. In the event that a regulatory agency asserts jurisdiction over the enforcement proceedings, creditor actions can be further delayed. Therefore, there can be no assurance that we will be able to foreclose on collateral on a timely basis, or at all, and if we are able to foreclose on the collateral, that the value will be sufficient to cover the outstanding amounts owed to us which may result in a material adverse effect on our business, results of operations, cash flows and financial condition. In addition, the RBI has developed a corporate debt restructuring process to enable timely and transparent debt restructuring of corporate entities that are beyond the jurisdiction of the Board of Industrial and Financial Reconstruction, the Debt Recovery Tribunal. The applicable RBI guidelines contemplate that in the case of indebtedness aggregating ₹100 crores or more, creditors for more than 75% of such indebtedness by value and 60% by number may determine the restructuring of such indebtedness and such determination is binding on the remaining creditors. In circumstances where other lenders account for more than 75% of such indebtedness by value and 60% by number and they are entitled to determine the restructuring of the indebtedness of any of our borrowers, it may be required by such other lenders to agree to such debt restructuring, irrespective of its preferred mode of settlement of its loan to such borrower. In addition, with respect to any loans granted by us through a consortium, a majority of the relevant lenders may elect to pursue a course of action that may not be favourable to us. Any such debt restructuring could lead to an unexpected loss that could adversely affect our business, results of operations, cash flows and financial condition. 30. Our inability to recover the full value of collateral or amounts outstanding under defaulted loans in a timely manner, or at all, could adversely affect our business, results of operations, cash flows and financial condition. Our collateral primarily consists of residential and commercial properties. As a result, a substantial portion of our loan portfolio is exposed to events affecting the real estate sector. The demand for our housing loans, in particular, is affected by movement in real estate prices. The value of the collateral on the loans disbursed by us may decline due to adverse market conditions, including an economic downturn or a downward movement in real estate prices. If we are required to revalue a property which serves as collateral for a loan during a period of reduced real estate prices or if we are required to increase our provisions for loan losses, it could result in a material adverse effect on our business, financial condition and results of operations. Also, if any of the projects which form part of our collateral are delayed for any reason, it may affect our ability to enforce our security, thereby effectively diminishing the value of such security. Any failure to recover the expected value of collateral could have a direct impact on our business and expose us to losses and, in turn, result in a material adverse effect on our business, results of operations, cash flows and financial condition. We may also not be able to realise the full value of our collateral, due to, among others, delays in foreclosure proceedings, defects in the perfection of collateral, fraudulent transfers by customers and decreases in the value of collateral. Foreclosure on collateral may also be subject to delays and administrative requirements that could result in, or be accompanied by, a decrease in the value of the collateral. We may also encounter difficulties in repossessing and liquidating collateral. We cannot assure you that we will be able to successfully repossess the collateral in the event of default under a loan agreement. 31. We may not be able to secure the requisite amount of financing at competitive rates for our growth plans, which 45could adversely affect our business, financial condition, cash flows and results of operations. Our liquidity and ongoing profitability are, in large part, dependent upon our timely access to, and the costs associated with, raising capital. Our funding requirements historically have been met predominantly from a combination of borrowings such as term loans and external commercial borrowings from banks and financial institutions, non-convertible debentures and the issuance of commercial paper. Thus, our continued growth will depend, among other things, on our ability to secure requisite financing at competitive rates, to manage our expansion process, to make timely capital investments, to control input costs and to maintain sufficient operational control. Our ability to raise funds on acceptable terms, at competitive rates and in a timely manner, depends on various factors including our current and future results of operations and financial condition, our risk management policies, our credit ratings, our brand equity, the regulatory environment and policy initiatives in India and developments in the international markets affecting the Indian economy. We cannot assure you that our business will continue to generate sufficient cash to enable us to service our existing debt or to fund our other liquidity needs. Recently, certain NBFCs in India have defaulted in the repayment of their borrowings, which has adversely affected the availability of funds to NBFCs in general. Any such events in the future may lead to adverse perceptions about the housing finance sector as a whole and affect our ability to obtain financing at commercially reasonable terms. Further, changes in economic, regulatory and financial conditions or any lack of liquidity in the market could adversely affect our ability to access funds at competitive rates, which could adversely affect our liquidity and financial condition. Consequently, any inability on our part to secure requisite financing or continue with our existing financing arrangement could have an adverse effect on our business, financial condition, cash flows and results of operations. 32. Our ability to raise foreign capital may be constrained by Indian law. As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies. Such regulatory restrictions limit our financing sources and hence could constrain our ability to obtain financing on competitive terms and refinance existing indebtedness. In addition, we cannot assure you that the required approvals will be granted without onerous conditions, or at all. Limitations on raising foreign debt may have an adverse effect on our business, results of operations, cash flows and financial condition. 33. Our investments are subject to market risk and our exposure to capital markets is subject to certain regulatory limits. We invest our surplus funds out of our borrowings and operations in mutual funds and/or fixed income securities. These securities include government securities, bonds (with the benefit of a sovereign guarantee), bonds issued by state governments or public-sector enterprises, mutual fund investments, fixed deposits with banks and other fixed income securities. Certain of these investments are unlisted, offering limited exit options. The value of these investments depends on several factors beyond our control, including the domestic and international economic and political scenario, inflationary expectations and the RBI’s monetary policies. Any decline in the value of the investments may have an adverse effect on our business, financial condition and results of operations. 34. Our business is dependent on relationships with our clients established through, amongst others, our branches. Closure of branches or loss of our key branch personnel may lead to damage to these relationships and a decline in our revenue and profits. Our business is dependent on the key branch personnel who directly manage client relationships. We encourage dedicated branch personnel to service specific clients since we believe that this leads to long-term client relationships, a trust-based business environment and, over time, better cross-selling opportunities. Our business may suffer materially if a substantial number of branch managers either become ineffective or leave us or if we have to close down a significant number of branches due to any particular reason. Over the last two years, we have closed a significant number of branches. 35. Our business is susceptible to fraud committed by our customers and employees and if we are unable to prevent incidents of fraud, our business, results of operations, cash flows and financial condition may be adversely affected. Our business is susceptible to fraud committed by our customers and employees and to failures or material 46errors in our internal systems that may lead to reporting fraud. While our internal mechanisms help us identify and deal with fraud, there can be no assurance that we will be able to completely prevent fraud in the future. Further, we may be susceptible to claims by our customers for instances of mis-selling by our employees or direct sales agents and consequent actions by regulatory authorities against them and us. Any regulatory action against us and such employees or direct sales agents could reduce our ability to distribute our products through them, harm our reputation and have a material adverse effect on our business, results of operations, and financial condition. 36. Certain of our Subsidiaries have incurred losses in the past and may be unable to achieve or sustain profitability in the future, which may adversely affect our business, financial condition, cash flows and results of operations. Certain of our Subsidiaries incurred losses during the quarter ended June 30, 2025 and financial years ended March 31, 2025, March 31, 2024 and March 31, 2023. There can be no assurance that our Subsidiaries will achieve or sustain profitability in the future, which may in turn affect the profitability of the Group. Accordingly, any losses incurred by our Subsidiaries may have a material adverse effect on our business, financial condition, cash flows and results of operations. For further details, please refer to the section titled “Financial Information” on page 225. 37. We rely significantly on our information technology systems for our business and operations. A failure, inadequacy or security breach in our information technology and telecommunication systems may adversely affect our business, results of operations, cash flows and financial condition. Our ability to operate and remain competitive depends in part on our ability to maintain and upgrade our information technology systems and infrastructure on a timely and cost-effective basis, including our ability to process a large number of transactions on a daily basis. Our operations also rely on the secure processing, storage and transmission of confidential and other information in our computer systems and networks. Our financial, accounting and other data processing systems, management information systems and our corporate website may fail to operate adequately or become disabled as a result of events beyond our control, including a disruption of electrical or communications services. Further, our 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 the theft of client information or identity theft, for which we may potentially be liable, and there have been certain such instances of breaches and theft in the past. Further, the information available to and received by our management through our existing systems may not be timely and sufficient to manage risks or to plan for and respond to changes in market conditions and other developments in our operations. If any of these systems are disabled or if there are other shortcomings or failures in our internal processes or systems, it may disrupt our business or impact our operational efficiencies and render us liable to regulatory intervention or damage to our reputation. The occurrence of any such events may adversely affect our business, results of operations, cash flows and financial condition. 38. We face the threat of fraud and cyber-attacks, such as hacking, phishing, trojans and advanced persistency threats, attempting to exploit our network to disrupt services to customers and/or theft of sensitive internal Company data or customer information. This may cause damage to our reputation and adversely impact our business, cash flows and financial results. We offer online services to our customers. Our systemic and operational controls may not be adequate to prevent adverse impact from frauds, errors, hacking and system failures. Further, customer applications and interfaces, may be open to being hacked or compromised by third parties, resulting in thefts and losses to our customers and to us. Some of these cyber threats from third parties include: (a) phishing and trojans – targeting our customers, wherein fraudsters send unsolicited mails to our customers seeking account sensitive information or to infect customer machines to search and attempt ex-filtration of account sensitive information; (b) hacking – wherein attackers seek to hack into our website with the primary intention of causing reputational damage to us by disrupting services; (c) data theft – wherein cyber criminals may attempt to intrude into our network with the intention of stealing our data or information; (d) ransomware – a malware which threatens to block or publish data unless a ransom is paid; and (e) advanced persistency threat – network attack in which an unauthorised person gains access to our network and remains undetected for a long period of time. In addition, due to the recent social distancing measures and the lockdown imposed by the government, there has been a recent increase in electronic transactions which increases the risk of cyber-attacks. The intention of these attacks is to steal our data or information, or to shut down our systems and only release them for a fee. Attempted cyber threats fluctuate in frequency but are generally not decreasing in frequency. If we suffer from any of such cyber threats, it could materially and adversely affect our business, cash 47flows, financial condition and results of operations. A significant system breakdown or system failure caused due to intentional or unintentional acts would have an adverse impact on our revenue-generating activities and lead to financial loss. Therefore, in such a scenario, where the primary site is completely unavailable, there may be significant disruption to our operations, which would materially adversely affect our reputation and financial condition. 39. Security breaches of customers’ confidential information that we store may expose us to liability and harm our reputation. As part of our business, we store and have access to customers’ bank information, credit information and other sensitive data. Any accidental security breaches or other unauthorised access to confidential information could expose us to liability related to the loss of the information, legal proceedings and negative publicity. Security measures could be breached by third-party actions, intrusion into our software by hackers due to software flaws or due to employee error and malfeasance. In addition, we may be required under applicable regulations to notify individuals of data security breaches involving their personal data. Any security breach may cause our customers to lose confidence in the effectiveness of our data security measures, and in turn have an adverse effect on our business, operations, financial condition or cash flows. 40. This Draft Shelf Prospectus includes certain unaudited financial information, which has been subjected to limited review, in relation to our Company. Reliance on such information should, accordingly, be limited. This Draft Shelf Prospectus includes certain unaudited financial information, which has been subjected to limited review by our Joint Statutory Auditors, in relation to our Company. This Draft Shelf Prospectus includes limited review report dated August 13, 2025 on the Unaudited Financial Results for the quarter ended June 30, 2025. As the unaudited financial information prepared by our Company in accordance with Regulation 33 and Regulation 52 of the SEBI Listing Regulations have been subject only to a limited review and as described in Standard on Review Engagements (SRE) 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the ICAI. Any reliance by prospective investors on such limited review financial information for the quarter ended June 30, 2025 should, accordingly, be limited. Any financial results published in the future may not be consistent with past performance. Accordingly, prospective investors should rely on their independent examination of our financial position and results of operations, and should not place undue reliance on, or base their investment decision solely on the financial information included in this Draft Shelf Prospectus. 41. We may not be able to identify or correct defects or irregularities in title to the properties which are made collateral to the loans offered by us to our customers. Our inability to identify and correct irregularities in the titles to the properties and a further inability to realise the loan amount from such properties may adversely affect our business. There is no central title registry for real property in India and the documentation of land records in India has not been fully digitised. Property records in India are generally maintained at the state and district level and in local languages and are updated manually through physical records. Therefore, property records may not be available online for inspection, may be illegible, untraceable, and incomplete, may not have been updated, may be inaccurate in certain respects, or may have been kept in poor condition, which may impede title investigations or our ability to rely on such property records. Title to land in India is often fragmented, and in many cases, land may have multiple owners. Title may also suffer from irregularities, such as non-execution or non- registration of conveyance deeds and inadequate stamping and may be subjected to encumbrances that we are unaware of and that may not be apparent on the face of the relevant documentation. Any defects in, or irregularities of, title may result in a loss of development or operating rights over the land, which may prejudice our ability to realise the loan amount extended to our customers in case of default in payment. This will compel us to write off such loans which will adversely affect our revenues. Furthermore, there is no mechanism to verify multiple executions on the same day with different registrars or to verify the legitimacy of such executions. Whenever a customer submits his original agreement to sell or the sale deed, we can only verify, among other things, if correct stamp duty has been paid, if the agreement to sell or the sale deed has been signed by all parties, if there is proper seal of registrar and if there is a registration receipt with the customer. Additionally, improperly executed, unregistered or insufficiently stamped conveyance instruments in a property’s chain of title, unregistered encumbrances in favour of third parties, rights of adverse possessors, ownership claims 48of family members of prior owners or third parties, or other defects that a purchaser may not be aware of can affect title to a property. As a result, potential disputes or claims over title to the properties mortgaged may arise. However, an adverse decision from a court or the absence of an agreement with such third parties may result in additional costs and delays in realisation of the loan amount. Also, such disputes, whether resolved in our favour or not, may divert management’s attention, harm our reputation or otherwise disrupt our business. 42. We may not be able to detect money laundering and other illegal or improper activities fully or on a timely basis, which could expose us to additional liability and harm our business or reputation. We are required to comply with applicable anti-money laundering and anti-terrorism laws and other regulations in India. In the ordinary course of our operations, we run the risk of failing to comply with prescribed KYC procedures, the consequent risk of fraud and money laundering by dishonest customers and the assessment of penalties or the imposition of sanctions against us for such compliance failures, despite putting in place systems and controls to prevent the occurrence of these risks. In certain of our activities and in our pursuit of business, we run the risk of inadvertently offering our financial products and services ignoring customer suitability and appropriateness, despite having a Board-approved customer suitability policy and associated processes in place. Such incidents may adversely affect our business and our reputation. There can be no assurance that we will be able to fully control instances of any potential or attempted violation by other parties and may accordingly be subject to regulatory actions including imposition of fines and other penalties. We may accordingly be subject to regulatory actions including imposition of fines and other penalties by the RBI and other relevant governmental authorities to whom we report. 43. A number of our retail loan portfolio comprises loans to salaried customers and self-employed customers, who may be adversely affected by various factors such as business failure, insolvency, lack of liquidity, loss of employment or personal emergencies. These factors could lead to increased customer defaults, leading to an increase in the levels of our NPAs and possible fall in the rate of loan portfolio expansion. We pre-dominantly offer housing loans and loans against property to our varied client base which comprises (i) salaried employees; (ii) self-employed individuals; (iii) micro, small and medium-sized enterprises and (iv) corporates. The customers of our Company, who are either self-employed individuals or salaried employees, may be particularly adversely affected by various factors such as business failure, insolvency, lack of liquidity, loss of employment or personal emergencies and their impact on the Indian economy. These factors could lead to increased customer defaults, resulting in an increase in the levels of our NPAs and possible fall in the rate of loan portfolio expansion. 44. We depend on the accuracy and completeness of information provided by our potential borrowers and third-party service providers. Our reliance on any misleading information given by potential borrowers may affect our judgment of credit worthiness of potential borrowers, and the value of and title to the collateral, which may affect our business, results of operations, cash flows and financial condition. In deciding whether to extend credit or enter into other transactions with potential borrowers, we rely on information furnished to us by potential borrowers, and analysis of the information by independent valuers and advocates. To further verify the information provided by potential borrowers, we conduct searches on Credit Information Bureau (India) Limited and other credit bureaus for creditworthiness of our borrowers. We also verify information with registrars and sub-registrars of assurances for encumbrances on collateral. We follow the know your customer (“KYC”) guidelines prescribed by RBI on the potential borrower, verifies the place of business or place of employment as applicable to the potential borrower and also verifies the details with the caution list of RBI as circulated from time to time. Such information includes representations with respect to the accuracy and completeness of information relating to the financial condition of potential borrowers, and independent valuation reports and title reports with respect to the property secured. Additionally, once a prospective borrower has submitted a completed loan application, our empanelled third-party agencies conduct various on-site checks to verify the prospective customer’s work and home addresses. We have framed our policies to prevent frauds in accordance with the KYC guidelines issued and amended by RBI from time to time mandating the policies of NBFCs to have certain key elements, including inter alia a customer acceptance policy, customer identification procedures, monitoring of transactions and risk management. While we have a well-established and streamlined credit appraisal process, there can be no assurance that information furnished to us by potential borrowers and analysis of the information by independent valuers or the 49independent searches conducted by us with credit bureaus and RBI, or the on-site verification conducted by our empanelled third-party agencies will be accurate, and our reliance on such information given by potential borrowers may affect our judgment of the credit worthiness of potential borrowers, and the value of and title to the collateral, which may affect our business, results of operations, cash flows and financial condition. 45. We are exposed to risks that may arise if our customers opt for balance transfers to other banks or financial institutions, or if customers face increased difficulties in refinancing their existing housing loans from other banks and financial institutions to our Company. We offer our customers fixed and floating interest rate loans, which are linked to our reference rate. Based on market conditions, we price our loans at either a discount or a premium to our reference rate, which is determined primarily on the basis of our cost of borrowings. Customers with floating interest rates on their loans are exposed to increased equated monthly instalments (“EMIs”) when the loans’ interest rate adjusts upward, to the rate computed in accordance with the applicable index and margin. Such customers typically seek to refinance their loans through balance transfer to other banks and financial institutions, to avoid increased EMIs that may result from an upwards adjustment of the loans’ interest rate. While refinancing of loans by other lenders could in certain circumstances be beneficial for our customers, it results in a loss of interest income expected from such loans over the course of their tenure. In addition, all housing finance providers in India are prohibited from charging pre-payment penalties on loans with variable interest rates, which has led to a high incidence of balance transfer, which results in a high turnover of loan assets between lenders, causing lenders to incur increased origination costs. In addition, increased difficulties for customers in refinancing their existing housing loan from another bank or financial institution, may also adversely affect our balance transfer loan originations. As competition in the housing finance sector intensifies, some of our customers with variable interest rate loans may not be able to find balance transfer options at comparably lower interest rates or other financing alternatives. As a result, they may be exposed to the risks associated with increases in EMIs, which may lead to increased delinquency or default rates. Increased delinquency rates may also result in deterioration in credit quality of our loan portfolio, which could have an adverse effect on our business, results of operations and financial condition. 46. We outsource certain operational activities to third-party service providers. Any lapse by such third party service providers may have adverse consequences on our business and reputation. We have entered into a number of outsourcing agreements with different third party service providers for certain services. Accordingly, we are exposed to the risk that third party service providers may be unable to fulfil their contractual obligations to us (or will be subject to the risk of fraud or operational errors by their respective employees) and to the risk that their (or their vendors’) business continuity and data security systems prove to be inadequate. Any defaults or lapses by our third-party service providers could result in a material adverse effect on our business, reputation, financial condition and results of operations. 47. The Indian housing finance industry is highly competitive and our inability to compete effectively could adversely affect our business and results of operations. We operate in a highly competitive industry in India and we compete with banks, other HFCs, small finance banks and NBFCs in each of the geographies in which we operate. Our competitors may have more resources, a wider branch and distribution network, access to cheaper funding, superior technology and may have a better understanding of and relationships with customers in these markets. This may make it easier for competitors to expand and to achieve economies of scale to a greater extent. In addition, our competitors may be able to rely on the reach of the retail presence of their affiliated group companies or banks. Competition in this market segment has also increased as a result of interest rate deregulation and other liberalisation measures affecting the housing finance industry in India and we expect competition to intensify in the future. Our ability to compete effectively will depend, in part, on our ability to maintain or increase our margins. Our margins are affected in part by our ability to continue to secure low-cost capital, and to charge optimum interest rates when lending to our customers. Consequently, our ability to maintain or increase our margins will be dependent on our ability to pass on increases in the interest rates on our interest-bearing liabilities to our customers. Moreover, any increases in the interest rates on the loans we extend may also result in a decrease in business. We cannot assure you that we will be able to react effectively to these or other market developments or compete effectively with new and existing players in the increasingly competitive housing finance industry. If we are unable to compete effectively, our business and results of operations may be adversely affected. 48. Our insurance coverage may not be sufficient or may not adequately protect us against losses, and successful 50claims that exceed our insurance coverage could harm our results of operations and diminish our financial position. We maintain insurance coverage of the type and in the amounts that we believe are commensurate with, and appropriate to, our operations. For further details on our insurance coverage, see “Our Business – Insurance” on page 182. Our insurance policies, however, may not provide adequate coverage in certain circumstances and may be subject to certain deductibles, exclusions and limits on coverage. Even if we have insurance for the incident giving rise to the loss, we may be required to pay a significant deductible on any claim for recovery of such a loss, or the amount of the loss may exceed our coverage for the loss. However, we cannot assure you that any claim under the insurance policies maintained by us will be honoured fully, in part or on time. In addition, our insurance coverage expires from time to time. We apply for the renewal of our insurance coverage in the normal course of our business, but we cannot assure you that such renewals will be granted in a timely manner, or at acceptable cost, or at all. In addition, there are various types of risks and losses for which we do not maintain insurance because they are either uninsurable or because insurance is not available to us on acceptable terms. A successful assertion of one or more large claims against us that exceeds our available insurance coverage or results in changes in our insurance policies, including premium increases or the imposition of a larger deductible or co-insurance requirement, could adversely affect our business, financial condition, cash flows and results of operations. 49. We do not own a majority of our branch offices, including our registered office and corporate offices. Any termination or failure by us to renew its lease and rental agreements in a favourable and timely manner, or at all, could adversely affect our business and results of operations. Moreover, many of the lease and rental agreements entered into by us may not be duly registered or adequately stamped. Most of our branch offices, along with our registered office and corporate offices, are located on leased or rented premises. The lease agreements can be terminated, and any such termination could result in any of our offices being shifted or shut down. Some of the lease and rental agreements may have expired and we are currently involved in negotiations for the renewal of these lease and rental agreements. If these lease and rental agreements are not renewed or renewed on terms unfavourable to us, we may suffer a disruption in our operations or increased costs, or both, which may affect our business and results of operations. Further, most of our lease and rental agreements may not be adequately stamped or duly registered. Unless such documents are adequately stamped or duly registered, such documents may be rendered inadmissible as evidence in a court in India or may not be authenticated by any public officer and the same may attract penalty as prescribed under applicable law or may impact our ability to enforce these agreements legally, which may result in an adverse effect on the continuance of our operations and business. 50. We have entered into a number of related party transactions and may continue to enter into related party transactions, which may involve conflicts of interest. We have entered into a number of related party transactions, within the meaning of Ind-AS-24, as applicable. While we believe that all such transactions have been conducted on an arm’s length basis, in accordance with our related party transactions policy and contain commercially reasonable terms, we cannot assure you that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties. It is likely that we may enter into related party transactions in the future. Such transactions may give rise to potential conflicts of interest with respect to dealings between us and such related parties. Additionally, there can be no assurance that any dispute that may arise between us and related parties will be resolved in our favour. For further details of historical related party transactions, please refer to the statement of related party transactions in “Related Party Transactions” on page 205 section titled “Financial Information” on page 225. 51. We are subject to risks arising from exchange rate fluctuations, which could materially and adversely affect our business and financial conditions. As at June 30, 2025 and March 31, 2025, we had consolidated foreign currency borrowings amounting to ₹ 3,176.10 crores and ₹ 3,601.04 crores, respectively, representing 7.37% and 8.43%, respectively, of our consolidated borrowings. The exchange rate between Indian Rupees and U.S. dollars has changed substantially in recent years and may fluctuate substantially in the future. While we have entered into various hedging arrangements to hedge the entire balance sheet risk on our exposure to foreign exchange fluctuations, we cannot be assured that our existing hedging arrangements will adequately reduce our foreign currency exchange risk or protect us against any unfavourable exchange rate fluctuations. Any depreciation in the value of the Indian Rupee against U.S. dollar could cause an increase in our interest expenses, reduce the profitability of our business and have a material and adverse 51effect on our cash flows, results of operations and financial condition. We may also be unable to pass on any increase in our costs due to foreign currency fluctuations to our customers, and as a result, our revenue and profitability may decline. 52. We may be unable to protect our brand names and other intellectual property rights which are critical to our business. We have filed applications dated February 17, 2024 and July 23, 2025 for the trademark registration of “Sammaan Capital” (word) and “Sammaan Finserve” (word), respectively, both under class 36, which we use for our business operations. Additionally, we have filed an application dated March 18, 2024 for the trademark registration of the logo “ ” under class 36. We also use trademark for our business operations. Any use of the word “Sammaan Capital”, the word “Sammaan Finserve” or the logo “ ” or “ ” or “ ” or similar trade names by third parties may result in loss of our business to such third parties and any potential negative publicity relating to such third parties may adversely affect our reputation, the goodwill of our brand and business prospects. Kogta Financial (India) Limited (“Kogta”) has filed an interlocutory petition on July 9, 2024 to the Registrar of Trade Marks to refuse the trademark application for registration under No. 6350978 on the grounds that the mark proposed to be registered by our Company closely resembles that of Kogta. We may be required to resort to legal action to protect our brand names and other intellectual property rights. Any adverse outcome in such legal proceedings may impact our ability to use our brand names and other intellectual property rights in the manner in which such intellectual property is currently used or at all, which can have a material adverse effect on our business and financial condition. 53. Our operations could be adversely affected by strikes or increased wage demands by our employees or any other kind of disputes with our employees. As of June 30, 2025, our Company employed 3,731 personnel at Company level and 4,429 personnel, including our Material Subsidiary, across our operations. Although we have not experienced any material employee unrest in the past, we cannot assure you that we will not experience disruptions in work due to disputes or other problems with our work force, which may adversely affect our ability to continue our business operations. Any employee unrest directed against us, could directly or indirectly prevent or hinder our normal operating activities, and, if not resolved in a timely manner, could lead to disruptions in our operations. While we have not experienced any disruptions resulting from employee strikes or disputes, these actions are impossible for us to predict or control and any such event could adversely affect our business, results of operations and financial condition. None of our workforce is currently unionized. However, there is a risk that our employees may choose to unionize in the future. Labor unions for banking employees organize strikes, and we may in the future be affected by strikes, work stoppages or other labor disputes if any portion of our workforce were to become part of a union in the future. In the event of a labor dispute, protracted negotiations and strike action may impair our ability to carry on our day- to-day operations and, if not resolved in a timely manner, could adversely affect our business, financial condition, results of operations, cash flows and prospects. 54. We depend on third-party selling agents for referral of a certain portion of our customers, who do not work exclusively for us. We depend on external direct selling agents (“DSAs”), who are typically proprietorships and self- employed professionals, to source a portion of our customers. Such DSAs pass on leads of any loan requirements of these small businesses to us. Our agreements with such DSAs typically do not provide for any exclusivity, and accordingly, such DSAs can work with other lenders, including our competitors. There can be no assurance that our DSAs will continue to drive a significant number of leads to us, and not to our competitors, or at all. As of June 30, 2025, we had over 8,301 DSAs. 55. Some of our Directors may have interests in entities in businesses similar to ours, which may result in conflicts of interest with us. As on the date of this Draft Shelf Prospectus, some of our Directors may have investments or interests in 52entities engaged in businesses similar to ours, including in other geographies or across the financial services sector in general. Some of our Directors are also directors on the board of our related parties. Commercial transactions in the future between us and related parties may result in conflicting interests which could have an adverse effect on our operations. These interests may, in the future, result in conflicts of interest with us. Such factors may also have an adverse effect on the results of our operations and financial condition. For details, see “Our Management” on page 187. 56. Certain of our documents may bear higher stamp duty than we have paid and as a result, our cash flows and results of operations may be adversely affected. In relation to assignment/securitisation transactions executed by us in relation to its Loan Book, we have entered into certain documentation, wherein we have, in accordance with industry practice, agreed to bear all costs in relation to stamp duty payable in respect of the assignment and securitisation documents. Most of these transactions involve loans (and underlying mortgages) situated across India, and not just the jurisdiction where the documents in relation to the assignment and securitisation are stamped. If any of the transaction documents in relation to these assignment/securitisation transactions, are for any reason, taken out of the state in which stamp duty has been paid, including for registration of the same in the state where the underlying property is situated, there may be an additional stamp duty implication, to the extent of the difference between the stamp duty payable in such state and the stamp duty already paid. Any such liability may have a financial impact on our cash flows and results of operations. 57. Certain of our Directors, Key Management Personnel and Senior Management Personnel have interests in us other than reimbursement of expenses incurred and normal remuneration or benefits. Certain of our Directors, Key Management Personnel and Senior Managerial Personnel may be regarded as having an interest in our Company other than reimbursement of expenses incurred by them during the ordinary course of business and normal remuneration or benefits which they are entitled to as per their terms of appointment. They may be deemed to be interested to the extent of the Equity Shares held by them as well as to the extent of any dividends, bonuses, or other distributions on such Equity Shares. We cannot assure you that our Directors and Key Management Personnel will exercise their rights as shareholders to the benefit and best interest of our Company. For further details, see and “Our Management” on page 187. 58. Any failure or material weakness of our internal control system could cause significant operational errors, which would materially and adversely affect our profitability and reputation. We are responsible for establishing and maintaining adequate internal measures commensurate with the size of our business and complexity of operations. Our internal or concurrent audit functions are equipped to make an independent and objective evaluation of the adequacy and effectiveness of internal controls on an ongoing basis to ensure that business units adhere to our policies, compliance requirements and internal circular guidelines. While we periodically test and update, as necessary, our internal control systems, we are exposed to operational risks arising from the potential inadequacy or failure of internal processes or systems, and our actions may not be sufficient to guarantee effective internal controls in all circumstances. Given our high volume of transactions, it is possible that errors may repeat or compound before they are discovered and rectified. Our management information systems and internal control procedures that are designed to monitor our operations and overall compliance may not identify every instance of non-compliance or every suspicious transaction. Further, due to the scale of our operations, our management may not be able to exercise adequate oversight on our internal controls or compliance functions. If internal control weaknesses are identified, our actions may not be sufficient to fully correct such internal control weakness. We face operational risks in our various businesses within the group and there may be losses due to, amongst others, deal errors, errors made by back office teams, settlement problems, errors in computation of NAV, pricing errors, inaccurate financial reporting, fraud and failure of mission critical systems and infrastructure. In addition, certain processes are carried out manually, which may increase the risk that human error, tampering or manipulation will result in losses that may be difficult to detect. As a result, we may suffer material monetary losses. Such instances may also adversely affect our reputation. 59. We have in this Draft Shelf Prospectus included certain non-GAAP financial measures and certain other selected statistical information related to our operations and financial condition. These non-GAAP measures and statistical information may vary from any standard methodology that is applicable across the financial services industry and therefore may not be comparable with financial or statistical information of similar nomenclature computed and presented by other financial services companies. 53Certain non-GAAP financial measures and certain other statistical information relating to our operations and financial performance like Non-Financial Assets (excluding property, plant and equipment), Total Debts to Total Assets and Total Debt/Total Equity, have been included in this section and elsewhere in this Draft Shelf Prospectus which are supplemental measures of our performance and liquidity that is not required by, or presented in accordance with, Ind-AS, Indian GAAP and IFRS. We compute and disclose such non-GAAP financial measures and such other statistical information relating to our operations and financial performance as we consider such information to be useful measures of our business and financial performance, and because such measures are frequently used by securities analysts, investors and others to evaluate the operational performance of financial services businesses. Many financial services businesses provide such non-GAAP financial measures and other statistical and operational information when reporting their financial results. Such non-GAAP measures are not measures of operating performance or liquidity defined by generally accepted accounting principles and should not be considered in isolation or construed as an alternative to cash flows, profit/(loss) for the years/period or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind-AS, Indian GAAP, IFRS and US GAAP. These non-GAAP financial measures and other statistical and other information relating to our operations and financial performance are not standardised terms and may not be computed on the basis of any standard methodology that is applicable across the industry. Therefore, such non-GAAP measures may not be comparable to financial measures and statistical information of similar nomenclature that may be computed and presented by other banks or financial institutions in India or elsewhere. 60. Statistical and industry data in this Draft Shelf Prospectus is derived from the Crisil Report commissioned by us for such purpose. The Crisil Report is not exhaustive and is based on certain assumptions, parameters and conditions. The data and statistics in the Crisil Report may be inaccurate, incomplete or unreliable. This Draft Shelf Prospectus includes information that is derived from the report on “NBFC Report released in August 2025” (the “Crisil Report”) prepared and issued by Crisil Intelligence, a division of Crisil Limited (“Crisil”), pursuant to an engagement with us. Crisil is not in any manner related to us, our Erstwhile Promoter or our Directors. The Crisil Report is subject to various limitations and is based on certain subjective assumptions. While we have taken reasonable care in the reproduction of the information from the Crisil Report, neither our Company nor the Managers nor any of our or their respective affiliates or advisors or any other person connected with the Issue has independently verified third party and industry related data and statistics obtained from the Crisil Report. While we have no reason to believe the data and statistics in the Crisil Report are incorrect, we cannot assure you that they are accurate, complete or reliable and, therefore, we make no representation or warranty, express or implied, as to the accuracy, completeness or reliability of such data or statistics. Therefore, discussions of matters relating to India, its economy and the industry in which we currently operate are subject to the caveat that the data and statistics upon which such discussions are based may be inaccurate, incomplete or unreliable. Further, there can be no assurance that such data and statistics are stated or compiled on the same basis or with the same degree of accuracy as may be the case in other reports. Statements from third parties that involve estimates are subject to change, and actual amounts may differ materially from those included in this Draft Shelf Prospectus. 61. Negative publicity could damage our reputation and adversely impact our business and financial results. Reputational risk, or the risk to our business, earnings and capital from negative publicity, is inherent in our business. The reputation of the non-banking financial industry in general has been closely monitored as a result of the global financial crisis and other matters affecting the financial services industry. Negative public opinion about the housing finance industry generally or us specifically could materially adversely affect our ability to attract and retain customers and may expose us to litigation and regulatory action. While we have developed our brand and reputation over our history, any negative incidents or adverse publicity could rapidly erode customer trust and confidence in us, particularly if such incidents receive widespread adverse mainstream and social media publicity or attract regulatory investigations. Negative publicity can result from our own or our third-party service providers’ actual or alleged conduct in any number of activities, including lending practices, mortgage servicing and foreclosure practices, technological practices, corporate governance, regulatory compliance, mergers and acquisitions, and related disclosure, sharing or inadequate protection of customer information, and actions taken by government regulators and community organisations in response to that conduct. Although we take steps to minimise reputational risk in dealing with customers and other constituencies, we, as a large financial services organisation with a high industry profile, are inherently exposed to this risk. Any damage to our brand or our reputation may result in withdrawal of business by our existing customers, loss of new business from potential customers. 5462. Our ability to pay dividends in the future will depend on restrictive covenants of our financing arrangements, our future results of operations, financial condition, cash flows and working capital and capital expenditure requirements. Any dividend to be declared and paid by us in the future is required to be recommended by our Board and approved by our Shareholders, at their discretion, subject to the provisions of the Articles of Association, our dividend distribution policy and applicable laws, including the Companies Act. We have a dividend distribution policy which outlines the criteria for declaring dividends to equity shareholders, ensuring alignment with the requirements of SEBI, RBI and the Companies Act. The Board considers financial performance, regulatory compliance, shareholder expectations, capital adequacy (minimum 15% CRAR), and asset quality (net NPA below 6%) before recommending a dividend, which is capped at 50% of adjusted net profit. It may also choose to conserve profits for growth, compliance, or contingencies. Retained earnings may be used for expansion, reserves, or improving financial strength. Only equity shareholders are eligible currently, and the policy is subject to periodic review and regulatory alignment. Our ability to pay dividends in the future will depend on our future results of operations, financial condition, cash flows, sufficient profitability, working capital requirements, business prospects and any other financing arrangements. Dividends distributed by us will be taxed by any applicable dividend distribution tax and may be subject to other requirements prescribed by RBI, as the case may be. We cannot assure you that we will generate sufficient revenues to cover our operating expenses and, as such, pay dividends to our shareholders in future or consistent with our past practices, or at all. For details pertaining to dividend declared by us in the past, please see “Other Regulatory and Statutory Disclosures” on page 353. As per the law, dividends may be paid out of profits earned during the year or out of accumulated profits earned by a company in previous years and transferred by it to its reserves (subject to certain conditions). Any accumulated profits that are not distributed in a given year are retained and may be available for distribution in subsequent years. 63. The objects of the issue are not for any specified projects. The proceeds of this Issue will be used by the Company in accordance with applicable laws and not for any specified projects. For further details, see “Objects of the Issue” on page 94. We intend to use the proceeds of the Issue, after meeting the expenditures of and related to the Issue, for the purpose of onward lending, financing, and for repayment of interest and principal of existing borrowings of the Company and general corporate purposes, subject to applicable statutory and/or regulatory requirements (in particular, not more than 25% of our net proceeds being utilized for general corporate purposes). For further details, see “Objects of the Issue” on page 94. The fund requirement and deployment is based on internal management estimates and has not been appraised by any bank or financial institution. The management will have significant flexibility in applying the proceeds received by us from the Issue. The utilisation details of the proceeds of the Issue shall be adequately disclosed as per applicable law. As per applicable law, we are not required to appoint a monitoring agency and therefore no monitoring agency has been appointed for the issue. 64. Fluctuations in the market value of our investments could adversely affect our results of operations and financial condition. Fluctuations in the market values of our investments as part of treasury management could cause us to write down the value of our assets, affect our liquidity and reduce our ability to enforce our security, which could adversely affect our result of operations and financial condition. We may not accurately identify changes in the value of our investments caused by changes in market prices, and our assessments, assumptions or estimates may prove inaccurate or not predictive of actual results. 65. The bankruptcy code in India may affect our rights to recover loans from our customers. The Insolvency and Bankruptcy Code, 2016 (“IBC”) was notified on August 5, 2016. The IBC offers a uniform and comprehensive insolvency legislation encompassing all companies, partnerships and individuals (other than financial firms). It allows creditors to assess the viability of a debtor as a business decision, and agree upon a plan for its revival or a speedy liquidation. The IBC creates a new institutional framework, consisting of a regulator, insolvency professionals, information utilities and adjudicatory mechanisms, which will facilitate a formal and time-bound 55insolvency resolution and liquidation process. In case insolvency proceedings are initiated against a debtor to our Company or a debtor files for voluntary insolvency under the IBC, we may not have complete control over the recovery of amounts due to us. Under the IBC, upon invocation of an insolvency resolution process, a committee of creditors is constituted by the interim resolution professional, wherein each financial creditor is given a voting share proportionate to the debts owed to it. Any decision of the committee of creditors must be taken by a vote of not less than 75% of the voting share of all financial creditors. Any resolution plan approved by committee of creditors is binding upon all creditors, even if they vote against it. In case a liquidation process is opted for, the IBC provides for a fixed order of priority in which proceeds from the sale of the debtor’s assets are to be distributed. Before sale proceeds are distributed to a secured creditor, they are to be distributed for the costs of the insolvency resolution and liquidation processes and debts owed to workmen and other employees. Further, under this process, dues owed to the Central and State Governments rank below the claims of secured creditors, workmen and other employee dues and unsecured financial creditors. Additionally, pursuant to an amendment to the IBC allotees in real estate projects are considered on part with financial creditors. Therefore, in cases where proceedings under the IBC are initiated against the builders or developers of project where the allottees of the apartments are our borrowers and if the builder or developer subsequently fails to deliver the project, there may be delay in recovery of amounts from such borrowers. Accordingly, if the provisions of the IBC are invoked against any of the borrowers of our Company, it may affect our Company’s ability to recover our loans from the borrowers and enforcement of our Company’s rights will be subject to the IBC. 66. There may be inadvertent discrepancies in our secretarial filings and/or corporate records. We cannot assure you that no legal proceedings or regulatory actions will be initiated against our Company in the future in relation to any such discrepancies and we will not be subject to any penalty imposed by the competent authority in this regard. We manage our internal compliance by monitoring and evaluating internal controls and ensuring all relevant statutory and regulatory compliances. However, there can be no assurance that deficiencies in our internal controls will not arise, or that we will be able to implement, and continue to maintain, adequate measures to rectify or mitigate any such deficiencies in our internal controls, in a timely manner or at all. Accordingly, we cannot assure you that our Company will not be subject to any legal proceedings or regulatory actions, including monetary penalties by statutory authorities on account of any inadvertent discrepancies in our secretarial filings and/or corporate records in the future, which may adversely affect our business, financial condition and reputation. EXTERNAL RISKS AND RISK RELATING TO INDIA 1. A slowdown in economic growth in India may adversely affect our business and results of operations. Our financial performance and the quality and growth of our business depend significantly on the health of the overall Indian economy, the gross domestic product growth rate and the economic cycle in India. A substantial portion of our assets and employees are located in India, and we intend to continue to develop and expand our facilities in India. Our performance and the growth of our business depend on the performance of the Indian economy and the economies of the regional markets we currently serve. These economies could be adversely affected by various factors, such as the impact of a pandemic, medical emergency, political and regulatory changes including adverse changes in liberalisation policies, social disturbances, religious or communal tensions, terrorist attacks and other acts of violence or war, natural calamities, interest rates, commodity and energy prices and various other factors. Any slowdown or perceived slowdown in these economies could adversely affect the ability of our customers to afford our services, which in turn would adversely impact our business and financial performance and results of operations. 2. Any adverse change in India’s credit rating by an international rating agency could materially adversely affect our business and profitability. 56Our outstanding debt is mostly domestic. Any adverse credit rating outlook on India would impact the country’s outlook and cascade into interest rate and currency depreciation. As of the date of this Draft Shelf Prospectus, India was rated Baa3 (Stable) by Moody’s, BBB- (Stable) by Fitch and BBB (Positive) by S&P. There can be no assurance that these ratings will not be further revised or changed by S&P, Fitch or Moody’s or that any of the other global rating agencies will not downgrade India’s credit rating. As our foreign currency ratings are pegged to India’s sovereign ratings any adverse revision to India’s credit rating for international debt will have a corresponding effect on our ratings. Therefore, any adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies may adversely impact our ability to raise additional financing and the interest rates and other commercial terms at which such financing is available. Any of these developments may materially and adversely affect our business, cash flows, financial condition and results of operations. 3. The growth rate of India’s housing finance industry may not be sustainable. The Government of India has been pursuing various social welfare schemes and initiatives to create an enabling and supportive environment to both enhance the flow of credit to the housing sector and increase home ownership in India. Various Central Government policies and initiatives such as “Smart Cities”, “Atal Mission for Rejuvenation and Urban Transformation” and the “Pradhan Mantri Awas Yojana” or the “Housing for all by 2022” scheme have reinforced the primacy of the housing sector and the need to provide housing to all and are expected to promote affordable housing through partnerships with private sector entities. It is not clear how certain trends and events, will have an impact on the economy and the pace of India’s economic growth, the development of domestic capital markets and the ongoing reform will affect India’s housing finance industry. In addition, there can be no assurance that the housing finance industry in India is free from systemic risks. Consequently, there can be no assurance that the growth and development of India’s housing finance industry will be sustainable. Any slow down or reversal of the growth of India’s housing finance industry may affect our business, results of operations, cash flows and financial condition. 4. India’s existing credit information infrastructure may cause increased risks of loan defaults. All of our business is located in India. India’s existing credit information infrastructure may pose problems and difficulties in running a robust credit check on our borrowers. We may also face difficulties in the due diligence process relating to our customers or to any security or collateral we take in relation to our loans. We may not be able to run comprehensive searches relating to the security and there are no assurances that any searches we undertake will be accurate or reliable. Hence, our overall credit analysis could be less robust as compared to similar transactions in more developed economies, which might result in an increase in our NPAs and we may have to increase our provisions correspondingly. Any of the foregoing may have a material adverse effect on our business, financial condition, results of operations and cash flows. 5. If inflation were to rise in India, we might not be able to increase the prices of our products at a proportional rate in order to pass costs on to our customers and our profits might decline. Inflation rates could be volatile, and we may face high inflation in the future as India had witnessed in the past. Increased inflation can contribute to an increase in interest rates and increased costs to our business, including increased costs of transportation, salaries, and other expenses relevant to our business. Further, high inflation leading to higher interest rates may also lead to a slowdown in the economy and adversely impact credit growth. Consequently, we may also be affected and fall short of business growth and profitability. High fluctuations in inflation rates may make it more difficult for us to accurately estimate or control our costs. Any increase in inflation in India can increase our operating expenses, which we may not be able to pass on to our customers, whether entirely or in part, and the same may adversely affect our business and financial condition. In particular, we might not be able to reduce our costs or pass the increase in costs on to our customers. In such case, our business, results of operations, cash flows and financial condition may be adversely affected. While the Government of India through the RBI has previously initiated economic measures to combat high inflation rates, it is unclear whether these measures will remain in effect, and there can be no assurance that Indian inflation levels will not rise in the future. As our business consists of sizable contributions from the retail and agricultural segments, any slowdown in the growth of the housing, automobile or agricultural sectors could increase the cost of servicing our non-Rupee-denominated debt, and adversely impact our business, financial conditions and 57results of operations. 6. We may be affected by competition laws, the adverse application or interpretation of which could adversely affect our business. The Competition Act, 2002, of India, as amended (“Competition Act”), regulates practices having an appreciable adverse effect on competition in the relevant market in India (“AAEC”). Under the Competition Act, any formal or informal arrangement, understanding or action in concert, which causes or is likely to cause an AAEC is considered void and may result in the imposition of substantial penalties. Further, any agreement among competitors which directly or indirectly involves the determination of purchase or sale prices, limits or controls production, supply, markets, technical development, investment or the provision of services or shares the market or source of production or provision of services in any manner, including by way of allocation of geographical area or number of customers in the relevant market or directly or indirectly results in bid-rigging or collusive bidding is presumed to have an AAEC and is considered void. The Competition Act also prohibits abuse of a dominant position by any enterprise. The combination regulation (merger control) provisions under the Competition Act require acquisitions of shares, voting rights, assets or control or mergers or amalgamations that cross the prescribed asset and turnover based thresholds to be mandatorily notified to and pre-approved by the Competition Commission of India (the “CCI”). The Competition Commission of India (Procedure for Transaction of Business Relating to Combinations) Regulations, 2011, as amended, also sets out the mechanism for implementation of the merger control regime in India. The Competition Act aims to, among others, prohibit all agreements and transactions which may have an AAEC in India. Consequently, all agreements entered into by us could be within the purview of the Competition Act. Further, the CCI has extra-territorial powers and can investigate any agreements, abusive conduct or combination occurring outside India if such agreement, conduct or combination has an AAEC in India. However, the impact of the provisions of the Competition Act on the agreements entered into by us cannot be predicted with certainty at this stage. However, since we pursue an acquisition driven growth strategy, we may be affected, directly or indirectly, by the application or interpretation of any provision of the Competition Act, or any enforcement proceedings initiated by the CCI, or any adverse publicity that may be generated due to scrutiny or prosecution by the CCI or if any prohibition or substantial penalties are levied under the Competition Act, it would adversely affect our business, results of operations, cash flows and prospects. 7. Companies operating in India are subject to a variety of taxes and surcharges. Tax and other levies imposed by the central and state governments in India that affect our tax liability include central and state taxes and other levies, income tax, value added tax, turnover tax, service tax, stamp duty, tax on dividends and other special taxes and surcharges which are introduced on a temporary or permanent basis from time to time. Moreover, the central and state tax scheme in India is extensive and subject to change from time to time. The central or state government may in the future increase the corporate income tax it imposes. Any such future increases or amendments may affect the overall tax efficiency of companies operating in India and may result in significant additional taxes becoming payable. Additional tax exposure could adversely affect our business, cash flows and results of operations. The Company, being a listed entity, has been regularly assessed by tax authorities in earlier years, wherein the record had been thoroughly scrutinised from a direct tax angle. The assessing officer has made an addition during the course of assessment on the various grounds wherein we have received the relief either at the first level appellate authority or subsequent levels. Presently, no risk has been observed with respect to any specific tax proceedings. As such, no adverse view or material financial impact has been imposed on the Company by direct tax authorities. The Company is registered with GST authorities in multiple states and avails GST credit under Section 17(4) of the Central Goods and Services Tax Act, 2017. The Company is subject to ongoing GST audits and scrutiny, and as of the date of this Offering Circular, no material financial impact has been imposed on the Company by indirect tax authorities. 8. The taxation system in India could adversely affect our business, prospects, financial condition and results of operations. The Government of India implemented a comprehensive national goods and services tax (“GST”) regime with effect from July 1, 2017, that combined multiple taxes and levies by the Central and State Governments into a unified tax structure. Our business and financial performance could be adversely affected by any unexpected or onerous 58requirements or regulations resulting from the introduction of GST or any changes in laws or interpretation of existing laws, or the promulgation of new laws, rules and regulations relating to GST, as it is implemented. The Government has enacted the GAAR provisions which have come into effect from April 1, 2017. The tax consequences of the GAAR provisions being applied to an arrangement could result in denial of tax benefit amongst other consequences. In the absence of any precedents on the subject, the application of these provisions is uncertain. If the GAAR provisions are invoked, then the Indian tax authorities have wide powers, including the ability to deny a tax benefit or deny a benefit under a tax treaty. Our Company has not entered into any impermissible avoidance arrangements as of the date of this Draft Shelf Prospectus. As such, the GAAR provisions have not been invoked in the Company’s case. Further, the Government of India has announced the Union Budget for Fiscal 2026, following which the Finance Bill, 2025 was introduced in the Lok Sabha on February 1, 2025. There is no certainty on the impact this will have on our business and operations or on the industry in which we operate. The investors are advised to consult their tax advisors about the consequences of investing or trading in the Equity Shares. Additionally, the Lok Sabha and the Rajya Sabha recently approved the Income-tax (No. 2) Bill, 2025 which inter alia proposes to amend the income tax regime and replace the Income Tax Act, 1961, simplify the existing tax regime, introduce changes to inter corporate taxations and introduce new deductions relating to the house property. There is no certainty on the impact that the Income-tax (No. 2) Bill, 2025, once enforced, will have on the industry in which we operate or on our business, financial condition and results of operations. Any future amendments in the tax regime may affect the overall tax efficiency of companies operating in India, including ours, and may result in additional taxes becoming applicable. Further, if, as a result of a particular tax risk materialising, the tax costs associated with certain transactions are greater than anticipated, it could affect the profitability from such transactions, which in turn may affect our business and operations. Any future increases or amendments may affect the overall tax efficiency of companies operating in India and may result in significant additional taxes becoming payable. If, as a result of a particular tax risk materialising, the tax costs associated with certain transactions are greater than anticipated, it could affect the profitability of such transactions. 9. Financial instability in other countries may cause increased volatility in Indian financial markets. The Indian market and the Indian economy are influenced by economic and market conditions in other countries, including conditions in the U.S., Europe, and particularly emerging market countries in Asia. Financial turmoil in Asia, Russia and elsewhere in the world in recent years has affected the Indian economy. Although economic conditions are different in each country, investors’ reactions to developments in one country can have adverse effects on the securities of companies in other countries, including India. A loss of investor confidence in the financial systems of other emerging markets may cause increased volatility in Indian financial markets and, indirectly, in the Indian economy in general. Any worldwide financial instability could also have a negative impact on the Indian economy. Financial disruptions may occur again and could harm our business and our future financial performance. The global credit and equity markets have experienced substantial dislocations, liquidity disruptions and market corrections in recent years. Concerns related to a trade war between large economies may lead to increased risk aversion and volatility in global capital markets and consequently have an impact on the Indian economy. For example, China is one of India’s major trading partners and there are rising concerns of a possible slowdown in the Chinese economy as well as a strained relationship with India, which could have an adverse impact on the trade relations between the two countries. Further, economic developments globally can have significant impact on India. As a result of Russia’s invasion of Ukraine, governmental authorities in the U.S., EU and the UK, among others, have implemented coordinated sanctions and export control measures. As the conflict in Ukraine continues, there can be no certainty regarding whether these or other counties will impose additional sanctions, export controls or other measures targeting Russia, Belarus or other territories. Furthermore, in retaliation against new international sanctions and as part of measures to stabilize and support the volatile Russian financial and currency markets, the Russian authorities also imposed currency control measures aimed at restricting the outflow of foreign currency and capital from Russia, imposed various restrictions on transacting with non-Russian parties, banned exports of various products and other economic and financial restrictions. These and other related events have had a significant impact on the global credit and financial markets as a whole, 59including reduced liquidity, greater volatility, widening of credit spreads and a lack of price transparency in the United States, Europe and global credit and financial markets, and may significantly reduce global market liquidity, restrict the ability of key market participants to operate in certain financial markets or restrict our access to capital. In response to such developments, legislators and financial regulators in the United States, Europe and other jurisdictions, including India, have implemented several policy measures designed to add stability to the financial markets. However, the overall impact of these and other legislative and regulatory efforts on the global financial markets is uncertain, and they may not have the intended stabilising effects. In the event that the current adverse conditions in the global credit markets continue or if there is any significant financial disruption, this could have an adverse effect on our business and future financial performance. 10. A global or regional financial crisis could adversely affect our operations, cash flows, asset quality and growth. Our business has been, and in the future will continue to be, materially affected by geo-political, economic and market conditions, including factors such as the liquidity of the global financial markets, the level and volatility of debt and equity prices, interest rates, currency and commodity prices, investor sentiment, inflation and the availability and cost of capital and credit. There are a number of uncertainties ahead in the global markets (for example, Russia-Ukraine war, future bilateral trade relations between the US and China). As of the date of this Draft Shelf Prospectus, India is also in an adjustment period, having been impacted by three consecutive shocks over the past three years, namely demonetisation, GST implementation, and financial sector stress. Investors should be aware that there is a recent history of financial crises and boom-bust cycles in multiple markets in both emerging and developed economies which leads to risks for all financial institutions, including us. We remain subject to the indirect economic effect of any potential tightening in global credit conditions, some of which cannot be anticipated and the vast majority of which are not under its control. We also remain subject to counterparty risk arising from financial institutions that can fail or are otherwise unable to meet their obligations under their contractual commitment to us. A loss of investor confidence in the financial systems of other emerging markets may cause increased volatility in the Indian financial markets and indirectly in the Indian economy in general. Any worldwide financial instability in the global markets could have a negative influence on the Indian economy. While legislators and financial regulators across the globe have implemented several measures designed to add stability to the financial markets, these may not have the intended stabilising effects. Furthermore, in several parts of the world, there are signs of increasing retreat from globalisation of goods, services and people, as pressure for the introduction of a protectionist regime is building and such developments could adversely affect the Indian economy. In the event that the current adverse conditions in the global credit markets continue or if there are any significant financial disruption, this could have an adverse effect on our business, cash flows, financial condition, results of operations. 11. Civil unrest, acts of violence including terrorism or war involving India and other countries could materially and adversely affect the financial markets and our business. Civil unrest, acts of violence including terrorism or war, such as the Russia-Ukraine war, Israel-Hamas conflict or India’s ongoing geopolitical tensions with its neighbouring state, Pakistan, many of which are beyond our control, may negatively affect the Indian stock markets and also materially and adversely affect the worldwide financial markets. These acts may also result in a loss of business confidence, make travel and other services more difficult and ultimately materially and adversely affect our business. Although the governments of India and neighbouring countries have recently been engaged in conciliatory efforts, any deterioration in relations between India and neighbouring countries might result in investor concern about stability in the region, which could materially and adversely affect our business, results of operations, cash flows and financial condition. In addition, any deterioration in international relations, especially between India and its neighboring countries, may result in investor concern regarding regional stability which could adversely affect the investor’s sentiments and availability of capital. In addition, India has witnessed local civil disturbances in recent years, and it is possible that future civil unrest as well as other adverse social, economic or political events in India could have an adverse effect on our business. Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse effect on our business and trading price of the NCDs. 12. Financial difficulty and other problems in certain financial institutions in India could adversely affect our 60business, results of operations, cash flows and financial condition. As a housing finance company, we are exposed to the risks of the Indian financial system which may be affected by the financial difficulties faced by certain Indian financial institutions because the commercial soundness of many financial institutions may be closely related as a result of credit, trading, clearing or other relationships. This risk, which is sometimes referred to as “systemic risk”, may adversely affect financial intermediaries, such as clearing agencies, banks, securities firms and exchanges with whom we interact on a daily basis. Any such difficulties or instability of the Indian financial system in general could create an adverse market perception about Indian financial institutions and banks and adversely affect our business, results of operations, cash flows and financial condition. As the Indian financial system operates within an emerging market, it faces risks of a nature and extent not typically faced in more developed economies, including the risk of deposit runs notwithstanding the existence of a national deposit insurance scheme. 13. Any volatility in the exchange rate and increased intervention by the RBI in the foreign exchange market may lead to a decline in India’s foreign exchange reserves and may affect liquidity and interest rates in the Indian economy, which could adversely impact us. One of the direct adverse impacts of the global financial crisis on India has been the reversal of capital inflows and a decline in exports, leading to pressures on the balance of payments and a sharp depreciation of the Indian Rupee vis-à-vis the U.S. dollar. Any increased intervention by the RBI in the foreign exchange market to control the volatility of the exchange rate may result in a decline in India’s foreign exchange reserves and reduced liquidity and higher interest rates in the Indian economy, which could adversely affect our business and our future financial performance. 14. A decline in India’s foreign exchange reserves may affect liquidity and interest rates in the Indian economy, which could adversely impact us. A decline in India’s foreign exchange reserves could affect the liquidity and result in higher interest rates in the Indian economy, which could adversely affect our business, future financial performance, results of operations and financial condition. 15. Natural disasters and other disruptions could adversely affect the Indian economy and could adversely affect our business, results of operations, cash flows and financial condition. Our operations, including our branch network, may be damaged or disrupted as a result of natural disasters such as earthquakes, floods, heavy rainfall, epidemics, tsunamis and cyclones and other events such as protests, riots and labour unrest. Such events may lead to the disruption of information systems and telecommunication services for sustained periods. They also may make it difficult or impossible for employees to reach our business locations. Damage or destruction that interrupts our provision of services could adversely affect our reputation, our relationships with our customers, our senior management team’s ability to administer and supervise our business or it may cause us to incur substantial additional expenditure to repair or replace dam aged equipment or rebuild parts of our branch network. Any of the above factors may adversely affect our business, results of operations, cash flows and financial condition. 16. An outbreak of an infectious disease or any other serious public health concerns in India or elsewhere could adversely affect our business. A number of countries in Asia, including India, as well as countries in other parts of the world, are and have been susceptible to contagious diseases, such as H7N9, H5N1 and H1N1 strains of influenza in birds and swine and more recently, the COVID-19. A worsening of such contagious diseases could adversely affect the global economy and economic activity in the region. As a result, any present or future outbreak of an infectious disease in India or elsewhere or any other serious public health concern could have a negative impact on the global economy, financial markets and business activities worldwide, which could adversely affect our business. There is no assurance that a future outbreak of an infectious disease or any other serious public health concern will not have a material adverse effect on our business. 17. India’s infrastructure may be less developed than that of many developed nations. India’s infrastructure may be less developed than that of many developed nations, and problems with its port, rail and road networks, electricity grid, communication systems or other public facilities could disrupt our normal 61business activity and the real estate industry in India with which our business is closely inter-related. Any material deterioration of India’s infrastructure, including technology and telecommunications, adds costs to doing business in India. These problems could interrupt our business operations and reduce demand for our services, which could have an adverse effect on our business and results of operations. RISK FACTORS PERTAINING TO THE NCDS AND THIS ISSUE 1. The NCD Holders may not be able to recover, on a timely basis or at all, the full value of the outstanding amounts and/or the interest accrued thereon in connection with the NCDs. Failure or delay to recover the expected value from a sale or disposition of the assets charged as security in connection with the NCDs could expose the holders to a potential loss. Our ability to pay interest accrued on the NCDs and/or the principal amount outstanding from time to time in connection therewith would be subject to various factors inter-alia including our financial condition, profitability and the general economic conditions in India and in the global financial markets. We cannot assure you that we would be able to repay the principal amount outstanding from time to time on the NCDs and/or the interest accrued thereon in a timely manner or at all. Although our Company will create appropriate security in favour of the Debenture Trustee for the NCD Holders on the assets adequate to ensure 125% security cover on the outstanding amount of the NCDs, and it will be the duty of the Debenture Trustee to monitor that the security is maintained, however, the realizable value of the assets charged as security, when liquidated, may be lower than the outstanding principal and/or interest accrued thereon in connection with the NCDs and shall depend on the market scenario prevalent at the time of the enforcement of the security. A failure or delay to recover the expected value from a sale or disposition of the assets charged as security in connection with the NCDs could expose you to a potential loss. 2. Any downgrading in credit rating of our NCDs may affect the value of NCDs and thus to raise further debt. The NCDs proposed to be issued pursuant to this Issue have been rated “Crisil AA/Stable” (pronounced as Crisil double A rating with stable outlook) by Crisil Ratings Limited vide their letter bearing reference number RL/IDHFL/370387/RBOND/0525/119178/59248575 dated May 31, 2025, revalidated vide their letters dated July 30, 2025 and September 19, 2025 and read with rationale dated May 30, 2025 and credit bulletin dated August 4, 2025, and “[ICRA]AA (Stable)” (pronounced as ICRA double A rating with a stable outlook) by ICRA vide their letter bearing reference number ICRA/Sammaan Capital Limited/25062025/01 dated June 25, 2025, revalidated vide their letter dated September 23, 2025 and read with rationale dated June 26, 2025. The rating given by the Credit Rating Agencies is valid as on the date of this Draft Shelf Prospectus and shall remain valid until the rating is revised or withdrawn. There are no unaccepted ratings or any other ratings obtained for the Issue other than as specified in this Draft Shelf Prospectus. Any downgrade of our credit ratings would increase borrowing costs and constraint our access to capital and debt markets and, as a result, would negatively affect our net interest margin and our business. In addition, downgrades of our credit ratings could increase the possibility of additional terms and conditions being added to any additional financing or refinancing arrangements in the future. There is a possibility of increase in forced sale of our NCDs by the investors resulting in sharp decline in their market price. Any such adverse development could adversely affect our business, financial condition, cash flows and results of operations. 3. There are other lenders and debenture trustees who have pari passu charge over the Security provided. There are other lenders and debenture trustees of our Company who have pari passu charge over the Security provided for this Issue. While our Company is required to maintain 125% security cover for the outstanding amount of the NCDs and interest thereon, upon our Company’s bankruptcy, winding-up or liquidation, the other lenders and debenture trustees will rank pari passu with the NCD Holders and to that extent, may reduce the amounts recoverable by the NCD Holders. 4. Changes in interest rate may affect the price of our NCDs. Any increase in rate of interest, which frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the price of our NCDs. All securities where a fixed rate of interest is offered, such as our NCDs, are subject to price risk and the price of such securities will vary inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent of fall or rise in the prices is a function of the existing coupon, days to maturity and the increase or decrease in the level of prevailing interest rates. Increased rates of interest, which frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the price of our NCDs. 625. There may be a delay in making refund/ unblocking of funds to the Applicants. We cannot assure you that the monies refundable to you, on account of (i) withdrawal of your applications, (ii) our failure to receive minimum subscription in connection with the Issue, (iii) withdrawal of this Issue, or (iv) failure to obtain the final approval from the Stock Exchanges for listing of the NCDs, will be refunded to you in a timely manner. We, however, shall refund / unblock such monies, with the interest due and payable thereon as prescribed under applicable statutory and/or regulatory provisions. 6. Payments to be made on the NCDs will be subordinated to certain tax and other liabilities preferred by law. In the event of bankruptcy, liquidation or winding-up, there may not be sufficient assets remaining to pay amounts due on the NCDs. Additionally, you may be subject to taxes arising on the sale of the NCDs. The NCDs will be subordinated to certain liabilities preferred by law such as the claims of the Government on account of taxes, and certain liabilities incurred in the ordinary course of our business. In particular, in the event of bankruptcy, liquidation or winding-up, our Company’s assets will be available to pay obligations on the NCDs only after all of those liabilities that rank senior to these NCDs have been paid as per Section 327 of the Companies Act, 2013. In the event of bankruptcy, liquidation or winding-up, there may not be sufficient assets remaining to pay amounts due on the NCDs. Sale of NCDs by any holder may give rise to tax liability, see “Statement of Possible Tax Benefits” on page 97. 7. There is no assurance that the NCDs issued pursuant to this Issue will be listed on Stock Exchanges in a timely manner, or at all. In accordance with applicable law and practice, permissions for listing and trading of the NCDs issued pursuant to this Issue will not be granted until after the NCDs have been issued and allotted. Approval for listing and trading will require all relevant documents to be submitted and carrying out of necessary procedures with the Stock Exchanges. There could be a failure or delay in listing the NCDs on the Stock Exchanges for reasons unforeseen. If permission to deal in and for an official quotation of the NCDs is not granted by the Stock Exchanges, our Company will forthwith repay, with interest, all monies received from the Applicants in accordance with prevailing law in this context, and pursuant to this Draft Shelf Prospectus. There is no assurance that the NCDs issued pursuant to this Issue will be listed on Stock Exchanges in a timely manner, or at all. 8. We are not required to maintain DRR. Our NCDs are proposed to be listed on BSE Limited and National Stock Exchange of India Limited. Pursuant to Ministry of Corporate Affairs notification dated August 16, 2019, amending Section 71 of the Companies Act, 2013 and Rule 18 (7) of the Companies (Share Capital and Debentures) Rules, 2014, we are not required to maintain DRR for debentures issued through a public issue. Hence, investors shall not have the benefit of reserve funds to cover the repayment of the principal and interest on the NCDs. However, in accordance with Section 71 of the Companies Act, 2013, read with Rule 18 of Companies (Share Capital and Debentures) Rules, 2014, as amended, we shall on or before the 30th day of April of each year, deposit or invest, as the case may be, a sum which shall not be less than and which shall not any time fall below 15% of the amount of its debentures maturing during the year ending on the 31st day of March, of the next year, following any one or more of the following methods: (a) in deposits with any scheduled bank, free from charge or lien (b) in unencumbered securities of the Central Government or of any State Government; (c) in unencumbered securities mentioned in clauses (a) to (d) and (ee) of Section 20 of the Indian Trusts Act, 1882; (d) in unencumbered bonds issued by any other company which is notified under clause (f) of Section 20 of the Indian Trusts Act, 1882. The amount deposited or invested, as the case may be, shall not be utilized for any purpose other than for the debentures maturing during the year referred to above, provided that the amount remaining deposited or invested, as the case may be, shall not at any time fall below 15% of the amount of debentures maturing during the 31st day of March of that year. If we do not generate adequate profits, we may not be able to deposit or invest the prescribed percentage of the amount of the NCDs maturing the subsequent year. 9. Refusal of listing of any security of our Company during preceding three financial years and current financial year by any of the stock exchanges in India or abroad. We may face the risk of refusal of listing by stock exchanges in India or abroad. Such a scenario could impact the liquidity and marketability of the securities. If such securities are not listed, investors may face challenges in buying or selling them at desired prices or times, which could adversely affect their investment strategies and ability to realize returns. Refusal of listing of any security during the preceding three financial years and the current financial year could also affect market perception of the securities issued by our Company, potentially leading to a decrease 63in confidence of the potential investors and may have a negative impact on market value of securities. Therefore, investors should carefully consider this risk factor and its potential implications before making any investment decisions. 10. There may be no active market for the NCDs on the platform of the Stock Exchanges. As a result, the liquidity and market prices of the NCDs may fail to develop and may accordingly be adversely affected. There can be no assurance that an active market for the NCDs will develop or at what price will the NCDs trade in the secondary market or whether such market will be liquid or illiquid. If an active market for the NCDs fails to develop or be sustained, the liquidity and market prices of the NCDs may be adversely affected. The market price of the NCDs would depend on various factors, inter alia, including (i) the interest rate on similar securities available in the market and the general interest rate scenario in the country, (ii) the market for listed debt securities, (iii) general economic conditions, and (iv) our financial performance, growth prospects and results of operations. In addition, the trading of the NCDs may be impacted by temporary exchange closures, broker defaults, settlement delays, strikes by brokerage firm employees and disputes, among others. The aforementioned factors may adversely affect the liquidity and market price of the NCDs, which may trade at a discount to the price at which you purchase the NCDs and/or be relatively illiquid. 64SECTION III: INTRODUCTION GENERAL INFORMATION Our Company was incorporated as ‘Indiabulls Housing Finance Limited’, a public limited company under the provisions of the Companies Act, 1956, on May 10, 2005 pursuant to a certificate of incorporation issued by the Registrar of Companies, Delhi and Haryana at New Delhi (“RoC”) and commenced its business on January 10, 2006 pursuant to a certificate of commencement of business issued by RoC. Subsequently, pursuant to the Board resolution dated June 6, 2023 and the special resolution passed at the AGM dated September 25, 2023, the name of our Company was changed to “Sammaan Capital Limited” and a fresh certificate of incorporation dated May 21, 2024 was issued by the RoC. The CIN of our Company is L65922DL2005PLC136029. Further, by notification on September 19, 2007, our Company was specified as a ‘financial institution’ by the Central Government for the purposes of the SARFAESI Act. Pursuant to the resolution passed by our shareholders at the AGM held on September 25, 2023 and an application filed by the Company to the Reserve Bank of India (“RBI”), the Company was granted a certificate of registration dated June 28, 2024, bearing registration number N-14.03624, as a non-banking financial company without accepting public deposits by RBI in accordance with Section 45IA of Reserve Bank of India Act, 1934 (“COR”). The RBI also approved the change of name of the Company to “Sammaan Capital Limited” under the COR, which was given effect to on the date of receipt of the COR by the Company (being July 2, 2024). Additionally, the Company has received a fresh certificate of incorporation dated May 21, 2024 from the Ministry of Corporate Affairs pursuant to its change of name to Sammaan Capital Limited. For further details regarding changes to the name, certificate of registration and registered office of our Company, please see “History and other Corporate Matters” on page 184. For further details regarding the business of our Company, see “Our Business” on page 151. Registered Office A-34, 2nd and 3rd Floor Lajpat Nagar-II New Delhi 110 024, India Tel: +91 11 4353 2950 Fax: +91 11 4353 2947 Email: homeloans@sammaancapital.com Website: www.sammaancapital.com Corporate Office(s) One International Center 1st Floor, Tower 3A Tower 1, 18th Floor, Senapati Bapat Marg DLF Corporate Greens Elphinstone Road Section-74A, Gurugram Mumbai 400 013 Narsinghpur Maharashtra, India Haryana 122 004, India Tel: +91 22 6189 1400 Tel: +91 22 6189 1400 Fax: +91 22 6189 1416 Fax: +91 22 6189 1416 Email: homeloans@sammaancapital.com Website: www.sammaancapital.com RBI Registration No.: N-14.03624 Corporate Identification Number: L65922DL2005PLC136029 Legal Entity Identifier: 335800A2A3G53ZQZTQ21 PAN No.: AABCI3612A Contents of the Memorandum of Association of the Company as regards its objects For information on the Company’s main objects, please see “History and Other Corporate Matters – Main Objects of our Company” on page 184. The Memorandum of Association of our Company is a material document for inspection in relation to the Issue. For further details, see “Material Contracts and Documents for Inspection” on page 463. Liability of the members of the Company Limited by shares 65Registrar of Companies Registrar of Companies Delhi and Haryana at New Delhi 4th Floor, IFCI Tower, 61, Nehru Place New Delhi 110 019, India Tel: +91 11 2623 5703, +91 11 2623 5708 Fax No.: +91 11 2623 5702 Chief Financial Officer The details of our Chief Financial Officer are set out below: Mukesh Kumar Garg Chief Financial Officer A-34, 2nd and 3rd Floor Lajpat Nagar – II New Delhi 110 024, India Tel: +91 11 4814 7506 Fax: +91 11 4814 7501 Email: mukesh.garg@sammaancapital.com Compliance Officer and Company Secretary The details of the person appointed to act as Company Secretary and Compliance Officer for the purposes of this Issue are set out below: Amit Kumar Jain Company Secretary and Compliance Officer 1st Floor, Tower 3A DLF Corporate Greens Section-74A, Gurugram Narsinghpur Haryana 122 004, India Tel: +91 124 6048 213 Fax: +91 124 6048 214 Email: ajain@sammaancapital.com Lead Managers Nuvama Wealth Management Limited 801-804, Wing A, Building No 3 Inspire BKC, G Block Bandra Kurla Complex Bandra East Mumbai 400 051 Tel: +91 22 4009 4400 Facsimile No.: NA Email: scl.ncd@nuvama.com Investor Grievance Email: customerservice.mb@nuvama.com Website: www.nuvama.com Contact Person: Saili Dave Compliance Officer: Bhavana Kapadia SEBI Registration No.: INM000013004 CIN: L67110MH1993PLC344634 66Elara Capital (India) Private Limited One International Center Tower 3, 21st Floor Senapati Bapat Marg Elphinstone Road (West) Mumbai 400 013, India Tel: +91 22 6164 8599 Facsimile No.: +91 22 6164 8589 Email: scl.ncd@elaracapital.com Investor Grievance Email: mb.investorgrievances@elaracapital.com Website: www.elaracapital.com Contact Person: Astha Daga Compliance Officer: Amit Bondre SEBI Registration No.: INM000011104 CIN: U65993MH2006PTC164708 Tipsons Consultancy Services Private Limited 1st floor, Sheraton House Opposite Ketav Petrol Pump Polytechnic Road, Ambawadi Ahmedabad 380 015, Gujarat Tel: +91 79 6682 8064/ 6682 8000 Facsimile No.: 079 66828001 Email: sammaan.ncd@tipsons.com Investor Grievance Email: igr@tipsons.com Website: www.tipsons.com Contact Person: Neha Jain/ Digesh Shah Compliance Officer: Divyani Koshta SEBI Registration No.: INM000011849 CIN: U74140GJ2010PTC062799 Trust Investment Advisors Private Limited 109/110, Balarama Bandra Kurla Complex Bandra (East) Mumbai 400 051 Maharashtra, India Tel: +91 22 4084 5000 Fax: +91 22 4084 5066 Email: ihfl.ncd@trustgroup.in Investor Grievance Email: customercare@trustgroup.in Website: www.trustgroup.in Contact Person: Hani Jalan Compliance Officer: Aayushi Mulasi SEBI Registration No.: INM000011120 CIN: U67190MH2006PTC162464 Consortium Members As specified in the relevant Tranche Prospectus. 67Debenture Trustee IDBI Trusteeship Services Limited Universal Insurance Building, Ground Floor Sir P. M. Road, Fort, Mumbai 400 001 Maharashtra, India Tel: +91 22 4080 7073 Fax: +91 22 6631 1776 Email: itsl@idbitrustee.com/ ashishnaik@idbitrustee.com Investor Grievance Email: response@idbitrustee.com Website: www.idbitrustee.com Contact Person: Ashish Naik Compliance Officer: Vishnu Kumar Sah SEBI Registration No.: IND000000460 IDBI Trusteeship Services Limited has, pursuant to Regulation 8 of SEBI NCS Regulations, by its letter dated September 26, 2025, given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in the Draft Shelf Prospectus, the Shelf Prospectus and the relevant Tranche Prospectus(es) and in all the subsequent periodical communications sent to the holders of the NCDs issued pursuant to the Issue. Please see Annexure C of this Draft Shelf Prospectus and the executed copy of the Debenture Trustee Agreement can be accessed at https://www.sammaancapital.com/media/pdf/projectlotus6debenturetrusteeagreementexecuted_85685.pdf. All the rights and remedies of the NCD Holders under this Issue shall vest in and shall be exercised by the appointed Debenture Trustee for this Issue without having it referred to the NCD Holders. All investors under this Issue are deemed to have irrevocably given their authority and consent to the Debenture Trustee so appointed by our Company for this Issue to act as their trustee and for doing such acts, deeds, matters, and things in respect of or relating to the Debenture Holders as the Debenture Trustee may in his absolute direction deem necessary or require to be done in the interest of Debenture Holders and signing such documents to carry out their duty in such capacity. Any payment by our Company to the NCD Holders / Debenture Trustee, as the case may be, shall, from the time of making such payment, completely and irrevocably discharge our Company pro tanto from any liability to the NCD Holders. For details on the terms of the Debenture Trust Deed, please see “Issue Related Information” on page 381. Registrar to the Issue KFIN Technologies Limited Selenium Tower B, Plot No. 31 and 32 Financial District, Nanakramguda, Serilingampally Hyderabad Rangareddi 500 032 Telangana, India Tel: +91 40 6716 2222 Fax: +91 40 6716 1563 Toll free number: 18003094001 Email: scl.ncdipo@kfintech.com Investor Grievance Email: einward.ris@kfintech.com Website: www.kfintech.com Compliance Officer: Manju Anand Contact Person: Murali Krishna SEBI Registration Number: INR000000221 CIN: L72400MH2017PLC444072 KFIN Technologies Limited, by its letter dated September 26, 2025, given its consent for its appointment as the Registrar to the Issue and for its name to be included in the Draft Shelf Prospectus, the Shelf Prospectus and the relevant Tranche Prospectus(es) and in all the subsequent periodical communications sent to the holders of the Debentures issued pursuant to this Issue. 68Investors may contact the Registrar to the Issue or the Company Secretary and Compliance Officer in case of any pre- Issue or post Issue related issues such as non-receipt of Allotment Advice, demat credit, refund orders, transfers etc. All grievances relating to this Issue or any relevant Tranche Issue may be addressed to the Registrar to the Issue, giving full details such as name, Application Form number, address of the Applicant, Permanent Account Number, number of NCDs applied for, Series of NCDs applied for, amount paid on application, Depository Participant name and client identification number, and the collection center of the Members of the Consortium where the Application was submitted and ASBA Account number (for Applicants other than Retail Individual Investors bidding through the UPI Mechanism) in which the amount equivalent to the Application Amount was blocked or UPI ID in case of Retail Individual Investors bidding through the UPI mechanism. Further, the Applicants shall enclose the Acknowledgement Slip or provide the acknowledgement number received from the Designated Intermediaries in addition to the documents/information mentioned hereinabove. All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to the relevant SCSB, giving full details such as name, address of Applicant, Application Form number, number of NCDs applied for, amount blocked on Application and the Designated Branch or the collection center of the SCSB where the Application Form was submitted by the ASBA Applicant. All grievances related to the UPI process may be addressed to the Stock Exchanges, which shall be responsible for addressing investor grievances arising from the applications submitted online through the application based / web interface platform of Stock Exchanges or through their Trading Members. The intermediaries shall be responsible for addressing any investor grievances arising from the applications uploaded by them in respect of quantity, price or any other data entry or other errors made by them. All grievances arising out of Applications for the NCDs made through the online Stock Exchanges’ mechanisms or through Trading Members may be addressed directly to the respective Stock Exchanges. Joint Statutory Auditors Nangia & Co LLP Chartered Accountants 4th Floor, Iconic Tower Urmi Estate, 95 Ganpatrao Kadam Marg, Lower Parel (West) Mumbai 400013 Maharashtra, India Tel: + 91 22 4474 3400 Email: Info@nangia.com ICAI Firm registration number: 002391C/N500069 Peer Review Certificate Number: 016750 Contact Person: Rakesh Nangia/ Jaspreet Singh Bedi Date of appointment as Statutory Auditor: September 27, 2024 M Verma & Associates Chartered Accountants 1209, Hemkunt Chambers 89, Nehru Place New Delhi 110 009, India Tel: +91 11 41078098 Email: info@mvermaassociates.com ICAI Firm registration number: 501433C Peer Review Certificate Number: 014628 Contact Person: Mohender Gandhi Date of appointment as Statutory Auditor: September 27, 2024 Tax Auditor Ajay Sardana Associates Chartered Accountants D 118, Saket New Delhi 110 017, India Tel: +91 11 4166 3630 69Email: info@asardanaco.in ICAI Firm registration number: 016827N Contact Person: Rahul Mukhi Credit Rating Agencies Crisil Ratings Limited Lightbridge IT Park, Saki Vihar Road Andheri East, Mumbai 400 072 Telephone: +91 22 6137 3000 (B) Email: crisilratingdesk@crisil.com Website: www.crisilratings.com Contact Person: Ajit Velonie SEBI Registration No: IN/CRA/001/1999 CIN: U67100MH2019PLC326247 ICRA Limited Electric Mansion, 3rd Floor Appasaheb Marathe Marg Prabhadevi, Mumbai 400 025 Telephone: +91 22 6114 3406 Email: vivek.bhalla@icraindia.com Website: www.icra.in Contact Person: Vivek Bhalla SEBI Registration No: IN/CRA/008/15 CIN: L74999DL1991PLC042749 Credit Rating and Rationale The NCDs proposed to be issued pursuant to this Issue have been rated “Crisil AA/Stable” (pronounced as Crisil double A rating with stable outlook) by Crisil Ratings Limited vide their letter bearing reference number RL/IDHFL/370387/RBOND/0525/119178/59248575 dated May 31, 2025, revalidated vide their letters dated July 30, 2025 and September 19, 2025 and read with rationale dated May 30, 2025 and credit bulletin dated August 4, 2025, and “[ICRA]AA (Stable)” (pronounced as ICRA double A rating with a stable outlook) by ICRA vide their letter bearing reference number ICRA/Sammaan Capital Limited/25062025/01 dated June 25, 2025, revalidated vide their letter dated September 23, 2025 and read with rationale dated June 26, 2025. The rating given by the Credit Rating Agencies is valid as on the date of this Draft Shelf Prospectus and shall remain valid until the rating is revised or withdrawn. There are no unaccepted ratings or any other ratings obtained for the Issue other than as specified in this Draft Shelf Prospectus. The ratings are valid as on the date of issuance and listing. These ratings are not a recommendation to buy, sell or hold securities and investors should take their own decision. Securities with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such securities carry very low credit risk. These ratings are subject to suspension, revision or withdrawal at any time by the assigning rating agencies and should be evaluated independently of any other ratings. For the rationale for these ratings, see Annexure A and Annexure B of this Draft Shelf Prospectus. Disclaimer clause of Crisil Ratings Crisil Ratings Limited (Crisil Ratings) has taken due care and caution in preparing the Material based on the information provided by its client and / or obtained by Crisil Ratings from sources which it considers reliable (Information). A rating by Crisil Ratings reflects its current opinion on the likelihood of timely payment of the obligations under the rated instrument and does not constitute an audit of the rated entity by Crisil Ratings. Crisil Ratings does not guarantee the completeness or accuracy of the information on which the rating is based. A rating by Crisil Ratings is not a recommendation to buy, sell, or hold the rated instrument; it does not comment on the market price or suitability for a particular investor. The Rating is not a recommendation to invest / disinvest in any entity covered in the Material and no 70part of the Material should be construed as an expert advice or investment advice or any form of investment banking within the meaning of any law or regulation. Crisil Ratings especially states that it has no liability whatsoever to the subscribers / users / transmitters/ distributors of the Material. Without limiting the generality of the foregoing, nothing in the Material is to be construed as Crisil Ratings providing or intending to provide any services in jurisdictions where Crisil Ratings does not have the necessary permission and/or registration to carry out its business activities in this regard. The Company will be responsible for ensuring compliances and consequences of non-compliances for use of the Material or part thereof outside India. Current rating status and Crisil Ratings’ rating criteria are available without charge to the public on the website, www.crisil.com. For the latest rating information on any instrument of any company rated by Crisil Ratings, please contact Customer Service Helpdesk at 1800-267-1301. Disclaimer clause of ICRA Limited ICRA ratings should not be treated as recommendation to buy, sell or hold the rated debt instruments. ICRA ratings are subject to a process of surveillance, which may lead to revision in ratings. An ICRA rating is a symbolic indicator of ICRA’s current opinion on the relative capability of the issuer concerned to timely service debts and obligations, with reference to the instrument rated. Please visit our website www.icra.in or contact any ICRA office for the latest information on ICRA ratings outstanding. All information contained herein has been obtained by ICRA from sources believed by it to be accurate and reliable, including the rated issuer. ICRA however has not conducted any audit of the rated issuer or of the information provided by it. While reasonable care has been taken to ensure that the information herein is true, such information is provided ‘as is’ without any warranty of any kind, and ICRA in particular, makes no representation or warranty, express or implied, as to the accuracy, timeliness or completeness of any such information. Also, ICRA or any of its group companies may have provided services other than rating to the issuer rated. All information contained herein must be construed solely as statements of opinion, and ICRA shall not be liable for any losses incurred by users from any use of this publication or its contents. Disclaimer clause of Crisil Intelligence Crisil Intelligence, a division of Crisil Limited, provides independent research, consulting, risk solutions, and data & analytics to its clients. Crisil Intelligence operates independently of Crisil’s other divisions and subsidiaries, including, Crisil Ratings limited. Crisil Intelligence’s informed insights and opinions on the economy, industry, capital markets and companies drive impactful decisions for clients across diverse sectors and geographies. Crisil Intelligence's strong benchmarking capabilities, granular grasp of sectors, proprietary analytical frameworks and risk management solutions backed by deep understanding of technology integration, makes it the partner of choice for public & private organisations, multi-lateral agencies, investors and governments for over three decades. For the preparation of this report, Crisil Intelligence has relied on third party data and information obtained from sources which in its opinion are considered reliable. Any forward looking statements contained in this report are based on certain assumptions, which in its opinion are true as on the date of this report and could fluctuate due to changes in factors underlying such assumptions or events that cannot be reasonably foreseen. This report does not consist of any investment advice and nothing contained in this report should be construed as a recommendation to invest/disinvest in any entity. This industry report is intended for use only within India. Legal counsel to the Issue Trilegal One World Centre 10th floor, Tower 2A & 2B Senapati Bapat Marg Lower Parel Mumbai 400013 Maharashtra, India Tel: +91 22 4079 1000 Website: www.trilegal.com Contact person: Murtaza Zoomkawala Bankers to the Issue Public Issue Account Bank, Sponsor Bank and Refund Bank 71As specified in the relevant Tranche Prospectus. Recovery Expense Fund Our Company has already created a recovery expense fund in the manner as specified by the SEBI Debenture Trustee Master Circular as amended from time to time and Regulation 11 of the SEBI NCS Regulations with the Designated Stock Exchange and informed the Debenture Trustee regarding the creation of such fund. The recovery expense fund may be utilised by Debenture Trustee, in the event of default by our Company under the terms of the Debenture Trust Deed, for taking appropriate legal action to enforce the security. Designated Intermediaries Self-Certified Syndicate Banks The list of banks that have been notified by SEBI to act as the SCSBs for the ASBA and UPI Mechanism process is provided on the website of SEBI at http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 respectively as updated from time to time. For a list of branches of the SCSBs named by the respective SCSBs to receive the ASBA Forms and UPI Mechanism through app/web interface from the Designated Intermediaries, refer to the above-mentioned links. In relation to Applications submitted to a Member of the Consortium, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of Application Forms from the members of the Syndicate is available on the website of the SEBI (http://www.sebi.gov.in/sebiweb/other/OtherAction. do?doRecognised=yes), or at such other website as may be prescribed by SEBI from time to time. For more information on such branches collecting Application Forms from the Member of the Consortium at Specified Locations, see the website of the SEBI (http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised =yes) or any such other website as may be prescribed by SEBI from time to time. Syndicate SCSB Branches In relation to ASBA Applications submitted to the Members of the Syndicates or the Trading Members of the Stock Exchanges only in the Specified Cities (Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bengaluru, Hyderabad, Pune, Vadodara and Surat), the list of branches of the SCSBs at the Specified Cities named by the respective SCSBs to receive deposits of ASBA Applications from such Members of the Syndicate or the Trading Members of the Stock Exchanges is provided on http://www.sebi.gov.in/ or at such other website as may be prescribed by SEBI from time to time. For more information on such branches collecting ASBA Applications from Members of the Syndicate or the Trading Members of the Stock Exchanges only in the Specified Cities, see the above-mentioned web-link. In relation to bids submitted under the ASBA process to a Member of the Consortium, the list of branches of the SCSBs at the Specified Cities (Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bengaluru, Hyderabad, Pune, Vadodara and Surat), the list of branches of the SCSBs at the Specified Cities named by the respective SCSBs to receive deposits of the ASBA Forms and Application Forms where investors have opted for payment via the UPI Mechanism, from the Members of the Consortium is available on the website of SEBI http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated from time to time. For more information on such branches collecting Bid cum Application Forms from the Consortium at Specified Locations, see the website of SEBI at http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. Broker Centres / Designated CDP Locations / Designated RTA Locations In accordance with SEBI Circular No. CIR/CFD/14/2012 dated October 4, 2012 and CIR/CFD/POLICYCELL /11/2015 dated November 10, 2015 and the ASBA Circular, Applicants can submit the Application Forms with the Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations or the RTAs at the Designated RTA Locations, respective lists of which, including details such as address and telephone number, are available at the websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com. The list of branches of the SCSBs at the Broker Centres, named by the respective SCSBs to receive deposits of the Application Forms from the Registered Brokers will be available on the website of the SEBI (www.sebi.gov.in) and updated from time to time. Impersonation 72As a matter of abundant caution, attention of the Investors is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, 2013 which is reproduced below: “Any person who: a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under Section 447. The liability prescribed under Section 447 of the Companies Act 2013 for fraud involving an amount of at least ₹ 0.10 crore or 1.00% of the turnover of the Issuer, whichever is lower, includes imprisonment for a term which shall not be less than six months extending up to 10 years (provided that where the fraud involves public interest, such term shall not be less than three years) and fine of an amount not less than the amount involved in the fraud, extending up to three times of such amount. In case the fraud involves (i) an amount which is less than ₹ 0.10 crore or 1.00% of the turnover of the Issuer, whichever is lower; and (ii) does not involve public interest, then such fraud is punishable with an imprisonment for a term extending up to five years or a fine of an amount extending up to ₹ 0.50 crore or with both.” Underwriting This Issue is not underwritten. Arrangers to the Issue There are no arrangers to the Issue. Guarantor to the Issue There are no guarantors to the Issue. Minimum Subscription In terms of the SEBI NCS Regulations, for an issuer undertaking a public issue of debt securities the minimum subscription for public issue of debt securities shall be 75% of the Base Issue Size. If our Company does not receive the minimum subscription of 75% of the Base Issue Size, prior to the Issue Closing Date, the entire subscription amount shall be unblocked in the Applicants ASBA Account within eight Working Days from the date of closure of the Issue or such time as may be specified by SEBI. In the event, there is a delay by our Company in unblocking the aforesaid ASBA Account within the prescribed time limit, our Company will pay interest at the rate of 15% per annum for the delayed period. Under Section 39(3) of the Companies Act, 2013 read with Rule 11(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 if the stated minimum subscription amount is not received within the specified period, the application money received is to be credited only to the bank account from which the subscription was remitted. To the extent possible, where the required information for making such refunds is available with our Company and/or Registrar, refunds will be made to the account prescribed. However, where our Company and/or Registrar does not have the necessary information for making such refunds, our Company and/or Registrar will follow the guidelines prescribed by SEBI in this regard included in the SEBI NCS Master Circular. Utilisation of Issue proceeds For details on utilisation of Issue proceeds, please see “Objects of the Issue” on page 94. Issue Schedule ISSUE PROGRAMME* ISSUE OPENS ON As specified in the relevant Tranche Prospectus ISSUE CLOSES ON As specified in the relevant Tranche Prospectus PAY IN DATE Application Date. The entire Application Amount is payable on Application 73DEEMED DATE OF The date on which the Board or the Securities Issuance and Investment Committee approves the ALLOTMENT Allotment of the NCDs for this Issue or such date as may be determined by the Board of Directors or the Securities Issuance and Investment Committee and notified to the Designated Stock Exchange. The actual Allotment of NCDs may take place on a date other than the Deemed Date of Allotment. All benefits relating to the NCDs including interest on NCDs (as specified in each Tranche Issue by way of this the relevant Tranche Prospectus) shall be available to NCD Holders from the Deemed Date of Allotment. * The Issue shall remain open for subscription on Working Days from 10 a.m. to 5 p.m. (Indian Standard Time) during the period indicated above, except that this Issue may close on such earlier date or extended date as may be decided by the Board of Directors of our Company or Securities Issuance and Investment Committee thereof, subject to compliance with Regulation 33A of the SEBI NCS Regulations and receipt of necessary approvals. In the event of an early closure or extension of this Issue, our Company shall ensure that notice of the same is provided to the prospective investors through an advertisement on or before such earlier or extended date of this Issue closure in all the newspapers in which the advertisement for opening of this Issue has been given. Applications Forms for this Issue will be accepted only from 10:00 a.m. to 5:00 p.m. (Indian Standard Time) or such extended time as may be permitted by BSE and NSE, on Working Days, during the Issue Period. On the Issue Closing Date, the Application Forms will be accepted only between 10 a.m. to 3 p.m. (Indian Standard Time) and uploaded until 5 p.m. (Indian Standard Time) or such extended time as may be permitted by BSE and NSE. Further, pending mandate requests for bids placed on the last day of bidding will be validated by 5 p.m. (Indian Standard Time) on one Working Day post the Issue Closing Date. For further details please refer to the section titled “Issue Related Information” on page 381. Application Forms for the Issue will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) or such extended time as may be permitted by the Stock Exchanges, during the Issue Period as mentioned above on all days between Monday and Friday (both inclusive barring public holiday), (i) by the Consortium or the Trading Members of the Stock Exchanges, as the case maybe, at the centres mentioned in Application Form through the ASBA mode, (a) directly by the Designated Branches of the SCSBs or (b) by the centres of the Consortium, sub-brokers or the Trading Members of the Stock Exchanges, as the case maybe, only at the selected cities. On the Issue Closing Date Application Forms will be accepted only between 10:00 a.m. and 3.00 p.m. (Indian Standard Time) and uploaded until 5.00 p.m. (Indian Standard Time) or such extended time as may be permitted by the Stock Exchanges. Further, pending mandate requests for bids placed on the last day of bidding will be validated by 5:00 p.m. (Indian Standard Time) on one Working Day after the Issue Closing Date For further details please refer to the chapter titled “Issue Related Information” on page 381. Due to limitation of time available for uploading the Applications on the Issue Closing Date, Applicants are advised to submit their Application Forms one day prior to the Issue Closing Date and, no later than 3.00 p.m. (Indian Standard Time) on the Issue Closing Date. Applicants are cautioned that in the event a large number of Applications are received on the Issue Closing Date, there may be some Applications which are not uploaded due to lack of sufficient time to upload. Such Applications that cannot be uploaded will not be considered for allocation under the Issue. Application Forms will only be accepted on Working Days during the Issue Period. Neither our Company, nor the Lead Managers or Trading Members of the Stock Exchanges are liable for any failure in uploading the Applications due to failure in any software/ hardware systems or otherwise. Please note that, within each category of investors the Basis of Allotment under the Issue will be on a date priority basis except on the day of oversubscription and thereafter, if any, where the Allotment will be proportionate. Such Applications that cannot be uploaded will not be considered for allocation under the Issue. Applications will be accepted only on Working Days, i.e., Monday to Friday (excluding any public holiday). Neither our Company, nor the Lead Managers, nor any Member of the Syndicate, Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations or the RTAs at the Designated RTA Locations or designated branches of SCSBs are liable for any failure in uploading the Applications due to faults in any software/hardware system or otherwise. Please note that, within each category of investors, the Basis of Allotment under the Issue will be on date priority basis except on the day of oversubscription and thereafter, if any, where the Allotment will be proportionate. Inter-se Allocation of Responsibilities among the Lead Managers The following table sets forth the inter-se allocation of responsibilities and coordination for various activities among the Lead Managers: S. Activities Responsibility Coordinator No. 1. Due diligence of Issuer's operations/ management/ business plans/ legal etc. Nuvama, Trust, Nuvama Drafting and design of the Issue Documents. (The Merchant Bankers shall ensure Elara and Tipsons compliance with stipulated requirements and completion of prescribed formalities with the Stock Exchange, RoC and SEBI including finalization of Issue Documents and RoC filing). 2. Co-ordination with the Auditors. Co-ordination with lawyers for legal opinion. Nuvama, Trust, Nuvama Elara and Tipsons 74S. Activities Responsibility Coordinator No. 3. Structuring of various issuance options with relative components and formalities Nuvama, Trust, Nuvama etc. Elara and Tipsons 4. Preparation and finalisation of Application Form Nuvama, Trust, Trust Elara and Tipsons 5. Drafting and design of the statutory advertisement Nuvama, Trust, Trust Elara and Tipsons 6. Drafting and approval of all publicity material other than statutory advertisement Nuvama, Trust, Elara as mentioned in (5) above including corporate advertisement, brochure, etc. Elara and Tipsons 7. Appointment of other intermediaries viz., Registrar(s), printers, Debenture Nuvama, Trust, Nuvama Trustee, Consortium Members, advertising agency and Bankers to the Issue Elara and Tipsons 8. Preparation of road show presentation and frequently asked questions Nuvama, Trust, Elara Elara and Tipsons 9. Individual/ HUF marketing strategy which will cover, inter alia: Nuvama, Trust, Trust (a) Finalize collection centers Elara and Tipsons (b) Follow-up on distribution of publicity and Issue material including form, Prospectus and deciding on the quantum of the Issue material 10. Institutional and non-institutional marketing strategy which will cover inter alia: Nuvama, Trust, Trust and (a) Finalize media, marketing and public relation strategy and publicity budget Elara and Tipsons Elara (b) Finalize the list and division of investors for one on one meetings (c) Finalize centers for holding conferences for brokers, etc. 11. Coordination with the stock exchange for the bidding software Nuvama, Trust, Tipsons Elara and Tipsons 12. Coordination for security creation by way of execution of Debenture Trust Deed/ Nuvama, Trust, Trust Deed of Hypothecation Elara and Tipsons 13. Post-issue activities including: Nuvama, Trust, Nuvama (a) Co-ordination with Bankers to the Issue for management of Escrow Elara and Tipsons account(s) and timely submission of Application Forms to RTA and daily collection figures under different categories. (b) Co-ordination with the Registrars and the Bankers to the Issue for timely submission of certificate, finalization of basis of allotment and allotment of bonds. 14. Co-ordination with the Registrar for dispatch of allotment and refund advices, Nuvama, Trust, Nuvama dispatch of debenture certificates and credit of bonds. Elara and Tipsons 15. Finalization of draft of other stationery items like refund order, allotment & refund Nuvama, Trust, Tipsons advice, bond certificate, LoA, etc. Elara and Tipsons 16. Coordination with the Registrar and the Stock Exchanges for completion of listing Nuvama, Trust, Nuvama and trading. Elara and Tipsons 17. Redressal of investor grievances in relation to post issue activities Nuvama, Trust, Nuvama Elara and Tipsons 75CAPITAL STRUCTURE Details of Share Capital and Securities Premium Account The following table lays down the details of our authorised, issued, subscribed and paid-up share capital as of June 30, 2025: (in ₹, except share data) Particulars Amount AUTHORISED SHARE CAPITAL 3,00,00,00,000 Equity Shares of ₹2 each 6,00,00,00,000.00 1,00,00,00,000 Preference Shares of ₹10 each 10,00,00,00,000.00 Total Authorised Share Capital 16,00,00,00,000.00 Issued & Subscribed Share Capital 1,66,27,66,286.00 (82,83,69,930 Fully paid-up Equity Shares of Face Value of ₹ 2 each and 30,13,213 Partly Paid-up Equity Shares of Face Value of ₹ 2 each (₹0.67 each partly Paid-Up) Paid-up Share Capital 1,65,87,58,712.71 (82,83,69,930 Fully paid-up Equity Shares of Face Value of ₹ 2 each and 30,13,213 Partly Paid-up Equity Shares of Face Value of ₹ 2 each (₹0.67 each partly Paid-Up) Notes: 1. Securities Premium account as of June 30, 2025 was ₹ 13,537.77 crore. There will be no change in the capital structure and securities premium account due to the issue and allotment of the NCDs. None of the Equity Shares of our Company are either pledged or encumbered. The Issue will not result in any change of the paid-up share capital and securities premium account of our Company. 2. In terms of Board authorization dated January 17, 2024 and letter of offer dated January 28, 2024, the Board constituted Securities Issuance and Investment Committee at its meeting held on July 15, 2024, approved the first and final call on partly paid-up equity shares of ₹ 100 per share (including a premium of ₹ 98.67 per share) and fixed Monday, July 22, 2024 as the record date for the purpose of ascertaining the holders of partly paid-up equity shares, to whom the first and final call notice was sent for payment of first and final call money. Till date, the Company has received First and Final Call Money on 24,32,13,302 rights shares and the Company has in total received ₹ 3,663.27 crores against the total issue size of ₹ 3,693.40 crores – thus 99.18% of the monies from the rights issue has been received. Details of change in authorised share capital of our Company in the preceding three financial years and current financial year As on the date of this Draft Shelf Prospectus, there has been no change in the authorised share capital of our Company in the preceding three financial years and current financial year. Equity share capital history of our Company for the preceding three financial years and current financial year a) Details of Equity Share Capital The history of the paid-up Equity Share capital of our Company for the preceding three financial years and current financial year is set forth below: Date of Number of Face Issue Nature of Nature of Cumulative Cumulative Cumulative allotment Equity value per price per Consideration Allotment Number. of Equity Share Securities Shares Equity Equity (Cash, Other Equity Shares Capital Premium allotted Share (₹) Share (₹) than cash, etc.) (₹) (₹) April 18, 3,025,126 2 243.05 Cash Allotment 47,15,96,630 94,31,93,260 83,75,07,03,772 2022 Consequent upon conversion September 39,500 2 95.95 Cash Allotment under 47,16,36,130 94,32,72,260 83,75,86,13,647 18, 2023 2006 Plan 21,900 2 100.00 Cash Allotment under 47,16,58,030 94,33,16,060 83,76,31,26,361 2006 Plan II 5,000 2 95.95 Cash Allotment under 47,16,63,030 94,33,26,060 83,76,38,56,211 2008 Plan 59,72,567 2 96.00 Cash Allotment under 47,76,35,597 95,52,71,194 84,45,96,60,267 2013 Scheme 18,95,300 2 152.85 Cash Allotment under 47,95,30,897 95,90,61,794 84,81,24,70,362 2013 Scheme November 275 2 95.95 Cash Allotment under 47,95,31,172 95,90,62,344 84,81,86,50,838 28, 2023 2008 Plan 61,20,120 2 96.00 Cash Allotment under 48,56,51,292 97,13,02,584 85,53,16,44,818 2013 Scheme 76Date of Number of Face Issue Nature of Nature of Cumulative Cumulative Cumulative allotment Equity value per price per Consideration Allotment Number. of Equity Share Securities Shares Equity Equity (Cash, Other Equity Shares Capital Premium allotted Share (₹) Share (₹) than cash, etc.) (₹) (₹) 22,45,285 2 130.00 Cash Allotment under 48,78,96,577 97,57,93,154 85,88,63,99,838 2013 Scheme 8,27,600 2 152.85 Cash Allotment under 48,87,24,177 97,74,48,354 86,04,04,57,578 2013 Scheme 20,000 2 158.50 Cash Allotment under 48,87,44,177 97,74,88,354 86,04,53,92,378 2008 Plan December 14,84,800 2 96.00 Cash Allotment under 49,02,28,977 98,04,57,954 86,21,83,71,589 21, 2023 2013 Plan 10,000 2 158.50 Cash Allotment under 49,02,38,977 98,04,77,954 86,22,08,38,989 2008 Plan 16,50,985 2 130.00 Cash Allotment under 49,18,89,962 98,37,79,924 86,48,16,94,619 2013 Plan 5,63,067 2 152.85 Cash Allotment under 49,24,53,029 98,49,06,058 86,58,65,09,541 2013 Plan February 24,62,26,515 0.67 50.00 Cash Rights Issue 73,86,79,544* 114,98,77,823.05 97,92,58,67,465* 15, 2024^$ * June 17, 10,37,153 2 85.57 Cash Allotment under 73,97,16,697 1,15,19,52,129.05 98,03,58,78,284 2024#$ 2013 Plan 7,39,447 2 115.88 Cash Allotment under 74,04,56,144 1,15,34,31,023.05 98,14,22,69,918 2013 Plan 18,02,435 2 136.25 Cash Allotment under 74,22,58,579 1,15,70,35,893.05 98,44,78,72,772 2013 Plan August 29, 23,39,65,149 1.33 100 Cash Conversion of 74,22,58,579 1,46,82,09,541.22 121,42,40,68,715. 2024& Partly paid-up 83 Equity Shares into Fully Paid- up 1,21,628 2 85.57 Cash Allotment under 74,23,80,207 146,84,52,797.22 121,43,42,33,167. 2013 Plan 79 September 11,32,210 2 115.88 Cash Allotment under 74,35,12,417 147,07,17,217.22 121,56,31,69,242. 06, 2024 2013 Plan 59 12,04,060 2 136.25 Cash Allotment under 74,47,16,477 147,31,25,337.22 121,72,48,14,297. 2013 Plan 59 74,30,279 1.33 100 Cash Conversion of 74,47,16,477 148,30,07,608.29 122,600,023,820 Partly paid-up October 8, Equity Shares 2024&& into Fully Paid- up 18,17,874 1.33 100 Cash Conversion of 74,47,16,477 148,54,25,380.71 122,779,387,388 Partly paid-up November Equity Shares 30, 2024&&& into Fully Paid- up January 27, 8,66,66,666 2 148 Cash QIP Issue 83,13,83,143 1,65,87,58,712.71 135,606,005,516 2025> *49,24,53,029 fully Paid-up Equity Shares and 24,62,26,515 partly Paid-up Equity Shares **after adjusting share issue expenses pertaining to the issue of partly paid up Equity Shares ^The Securities Issuance and Investment Committee, at its meeting held on February 15, 2024, considered and approved the allotment of 24,62,26,515 partly paid up Equity Shares at a price of ₹150 per Rights Equity Share (including a premium of ₹148 per Rights Equity Share) wherein the applicants were required to pay ₹50 per Equity Share on application (face value of ₹ 0.67 per Rights Equity Share and premium of ₹ 49.33 per Rights Equity Share) and the balance of ₹100 on subsequent call(s) (“Allotment”). $In terms of Board authorization dated January 17, 2024 and Letter of Offer dated January 28, 2024, the Board constituted Securities Issuance and Investment Committee at its meeting held on July 15, 2024, approved the first and final call on partly paid-up equity shares of ₹ 100/- per share (including a premium of ₹ 98.67 per share) and fixed Monday, July 22, 2024 as the Record Date for the purpose of ascertaining the holders of partly paid-up equity shares, to whom the first and final call notice was sent for payment of first and final call money. Accordingly, pursuant to the Allotment, the paid-up equity share capital of the Company has increased from ₹98,49,06,058 divided into 49,24,53,029 fully paid up Equity Shares of face value of ₹2 each to ₹114,98,77,823.05@ divided into 49,24,53,029 fully paid up Equity Shares, of face value of ₹2 bearing ISIN INE148I01020 and 24,62,26,515 partly paid up Equity Shares having face value of ₹2 each (where the Applicants were required to pay face value of ₹ 0.67 per Rights Equity Share on Application and the balance face value of ₹1.33 on subsequent call(s)), bearing ISIN IN9148I01010). @Not on fully diluted basis #The Nomination and Remuneration Committee, at its meeting held on June 17, 2024, had issued and allotted 35,79,035 fully paid-up Equity shares of face value ₹ 2 each, to eligible employees, upon exercise of options vested in their favour under ‘Indiabulls Housing Finance Limited Employees Stock Option Scheme – 2013. Consequent to the said allotment, the paid-up Equity Share Capital of the Company stands increased to ₹115,70,35,893.05 77divided into 49,60,32,064 fully paid up Equity Shares, of face value of ₹2 each, bearing ISIN INE148I01020 (Paid-up value ₹2 each) and 24,62,26,515 partly paid up Equity Shares having face value of ₹2 each, bearing ISIN IN9148I01010 (Paid-up value ₹0.67 each). &The Company had received call money on First and Final Call aggregating to ₹ 2339,65,14,900 (Rupees Two Thousand Three Hundred Thirty Nine Crores Sixty Five Lacs Fourteen Thousand and Nine Hundred Only) comprising of 23,39,65,149 (Twenty Three Crores Thirty Nine Lacs Sixty Five Thousand One Hundred and Forty Nine) Rights Equity Shares and accordingly, the Securities Issuance and Investment Committee of the Company (“the Committee”) at its meeting held on August 29 2024, approved conversion of 23,39,65,149 (Twenty Three Crores Thirty Nine Lacs Sixty Five Thousand One Hundred and Forty Nine) Rights Equity Shares having a face value of ₹ 2.00 each with Re. 0.67 paid-up and bearing ISIN IN9148I01010 into fully paid-up equity shares having a face value of ₹ 2.00 each with ₹ 2.00 paid-up bearing ISIN INE148I01020 (“Converted Rights Equity Shares”). &&The Company had received call money on First and Final Call aggregating to ₹ 74,30,27,900 (Rupees Seventy Four Crore Thirty Lacs Twenty Seven Thousand and Nine Hundred only) comprising of 74,30,279 (Seventy Four Lacs Thirty Thousand Two Hundred and Seventy Nine) Rights Equity Shares and accordingly, the Securities Issuance and Investment Committee of the Company (“the Committee”) at its meeting held on October 8, 2024, approved conversion of 74,30,279 (Seventy Four Lacs Thirty Thousand Two Hundred and Seventy Nine) Rights Equity Shares having a face value of ₹ 2.00 each with ₹ 0.67 paid-up and bearing ISIN IN9148I01010 into fully paid-up equity shares having a face value of ₹ 2.00 each with ₹ 2.00 paid- up bearing ISIN INE148I01020 (“Converted Rights Equity Shares”). &&&The Company had received call money on First and Final Call aggregating to ₹ 18,17,87,400 (Rupees Eighteen Crore Seventeen Lacs Eighty Seven Thousand and Four Hundred only) comprising of 18,17,874 (Eighteen Lacs Seventeen Thousand Eight Hundred and Seventy Four) Rights Equity Shares and accordingly, the Securities Issuance and Investment Committee of the Company (“the Committee”) at its meeting held on November 30, 2024, approved the conversion of 18,17,874 (Eighteen Lacs Seventeen Thousand Eight Hundred and Seventy Four) Partly paid-up Rights Equity Shares having a face value of ₹ 2.00 each with Re. 0.67 paid-up and bearing ISIN IN9148I01010 into equivalent number of fully paid-up equity shares having a face value of ₹ 2.00 each with ₹ 2.00 paid-up and bearing ISIN INE148I01020 (“Converted Rights Equity Shares”). >The Securities Issuance and Investment Committee of the Company, at its meeting held today, i.e., January 27, 2025, approved the allotment of 8,66,66,666 Equity Shares of face value of ₹ 2 each, to eligible qualified institutional buyers at the Issue price of ₹ 150 per Equity Share, including a premium of ₹ 148 per Equity Share (which includes a discount of ₹ 1.09 per Equity Share, i.e., 0.72% on the floor price, as determined in terms of SEBI ICDR Regulations), aggregating to ₹ 1,300.00 crores (Rupees One thousand and three hundred crores only), pursuant to the QIP in accordance with provisions of SEBI ICDR Regulations. b) Details of Preference Share Capital The Company has not allotted any preference shares for the preceding three financial years and current financial year. 78Shareholding pattern of our Company as on June 30, 2025 Table I - Summary Statement holding of specified securities Catego Category of No. of No. of fully No. of No. of Total No. Sharehold Number of Voting Rights held in each No. of Total no. Sharehold Number Number of Number of ry Shareholder Share- paid up Partly Shares of Shares ing as a class of securities Shares of shares ing as a of Shares equity holders equity paid-up Underly Held (VII) % of total Underlyin on a fully % Locked pledged or shares held shares equity ing = no. of g diluted assuming in otherwise in held shares Deposito (IV)+(V)+ shares Outstandi basis full Shares encumber dematerial held ry (VI) (calculate ng (including conversio ed ized form Receipts d as per No. of Voting Rights Total convertibl warrants, n of N As a No . As a SCRR, Equity Equity Total as a % e ESOP, convertibl o . % of % of 1957) As shares shares of securities convertible e total total a % of with 100% with (A+B+ (including securities) Securities Shar Shar (A+B+C2 voting 33.33% C ) warrants, (XI) = (as a es es ) rights voting ESOPs, (VII) + (X) percentag he ld he ld rights etc.) e of diluted share capital) (XI)= (VII)+(X) As a % of (A+B+C2 ) (I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI) (XII) (XIII) (XIV) (XV) (A) Promoter & Promoter 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0.00 0 0.0 0 N.A N.A. Group 0 . (B) Public 4,39,24 81,24,99,9 30,13,2 0 8,15,51,31 98.09 81,24,99,9 10,04,3 81,35,04,2 98.09 7,61,63,3 89,16,76,4 98.25 0 0.0 N. N.A 81,55,12, 3 30 13 43 30 04 34 40 83 0 A. . 442 (C) Non Promoter-Non Public (C1) Shares underlying DRs 0 0 0 0 0 NA 0 0 0 0.00 0 0 NA 0 0.0 N. N.A N.A. 0 A. . (C2) Shares held by 1 1,58,70,0 0 0 1,58,70,0 1.91 1,58,70,0 0 1,58,70,0 1.91 0 1,58,70,0 1.75 0 0.0 N. N.A 1,58,70,0 Employes Trusts 00 00 00 00 00 0 A. . 00 Total 4,39,2 82,83,69,930,13,21 0 83,13,83,1 100.00 82,83,69,910,04,30 82,93,74,2 100.0 7,61,63, 90,75,46, 100.00 0 0.0 0 0.0 83,13,82, 44 30 3 43 30 4 34 0 340 483 0 0 442 79Table II - Statement showing shareholding pattern of the Promoter and Promoter Group Category Category & Name of the Entity type PAN No. of No. of No. of No. of Total No. SharehoNumber of Voting Rights held in No. of Total No of Shareholding Number of Number of Shares Number of Shareholder i.e. Sharehfully paid Partly Shares of Shares lding each class of securities Shares shares on as a % Locked in Shares pledged or equity promoter ol ders up equity paid‐ Underl Held % Underlyin fully diluted assuming full otherwise shares OR shares up ying (IV+V+VIcalculat g basis conversion of encumbered held in promoter held equity Deposit ) ed as No. of Voting Rights Total as a Outstandi (including convertible No. As a % No. As a % dematerial group entity shares ory per % of ng warrants, Securities (as of total of total ized form (except held Receipt SCRR, (A+B+C) convertibl ESOP, a percentage Shares Shares promoter) s 1957, As Equity Equity Total e Convertible of diluted held held a % of shares shares securities Securities share capital) (A+B+C with with (Including etc.) (XI) = 2) 100% 33.33% Warrants) (XI)=(VII+X) (VII)+(X) as voting voting a % of rights rights A+B+C2 (I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI) (XII) (XIII) (XIV) (XV) (1) Indian (a) Individuals/Hindu undivided Family 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0.00 0 0.00 0 0.00 0 (b) Central Government/State 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0.00 0 0.00 0 0.00 0 Government(s) (c) Financial Institutions/Banks 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0.00 0 0.00 0 0.00 0 (d) Any Other 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0.00 0 0.00 0 0.00 0 Sub‐Total (A)(1) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0.00 0 0.00 0 0.00 0 (2) Foreign (a) Individuals (Non‐Resident 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0.00 0 0.00 0 0.00 0 Individuals/Foreign Individuals (b) Government 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0.00 0 0.00 0 0.00 0 (c) Institutions 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0.00 0 0.00 0 0.00 0 (d) Foreign Portfolio Investor 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0.00 0 0.00 0 0.00 0 (e) Any Other 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0.00 0 0.00 0 0.00 0 Sub‐Total (A)(2) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0.00 0 0.00 0 0.00 0 Total Shareholding of Promoter 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0.00 0 0.00 0 0.00 0 and Promoter Group(A)=(A)(1)+(A)(2) “Details of shares which remain unclaimed may be given here along with details such as no. of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are frozen etc.” - Not applicable. 80Table III - Statement showing shareholding pattern of the Public shareholder Cate Category & Name of the PAN No. of No. of fully Partly No. of Total No. of Sharehold Number of Voting Rights held in each class of No. of Total No of Share Number of Number of Number gory Shareholder Sharehold paid up paid-up Share Shares ing % securities Shares shares on holdin Locked in Shares pledged of equity ers equity equity s Held calculated Underlying fully g as a Shares or otherwise shares shares held shares Unde (IV+V+VI) as per Outstanding diluted % encumbered held in held rlying SCRR, No. of Voting Rights Total as convertible basis assum No. As a % No. As a % demateri Depos 1957, Equity Equity Total a % of securities (including ing of total of total alized itory As a % of shares with shares Total (Including warrants, full Shares Shares form Recei (A+B+C2) 100% with Voting Warrants, ESOP, conver held held pts voting 33.33% rights ESOP etc. ) Convertibl sion of rights voting e Securities conver rights etc.) tible (XI)=(VII+ Securi X) ties (as a percen tage of dilute d share capital ) (XII) = (VII)+ (X) as a % of A+B+ C2 (I) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI) (XII) (XII) (XIII) (XIV) (1) Institutions (Domestic) (a) Mutual Funds - 14 35,13,359 0 0 35,13,359 0.42 35,13,359 0 35,13,359 0.42 0 35,13,359 0.39 0 0.00 NA NA 35,13,359 (b) Venture Capital Funds - 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA NA 0 (c) Alternate Investment - 10 60,70,964 0 0 60,70,964 0.73 60,70,964 0 60,70,964 0.73 0 60,70,964 0.67 0 0.00 NA NA 60,70,964 Funds (d) Banks - 1 0 0 0 0 0.00 0 0 0 0.00 2,55,711 2,55,711 0.03 0 0.00 NA NA 0 (e) Insurance Companies - 2 3,95,01,431 0 0 3,95,01,431 4.75 3,95,01,431 0 3,95,01,43 4.76 0 3,95,01,431 4.35 0 0.00 NA NA 3,95,01,4 1 31 LIFE INSURANCE XXXXX99 1 3,93,14,468 0 0 3,93,14,468 4.73 3,93,14,468 0 3,93,14,46 4.33 0 3,93,14,468 4.83 0 0.00 NA NA 3,93,14,4 CORPORATION OF 99X 8 68 INDIA (f) Provident / Pension Funds - 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0.00 0 0.00 NA NA 0 (g) Asset Reconstruction - 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0.00 0 0.00 NA NA 0 Companies (h) Sovereign Wealth Funds - 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0.00 0 0.00 NA NA 0 (i) NBFCs registered with - 8 4,66,961 35000 0 5,01,961 0.06 4,66,961 11,666 4,78,627 0.06 0 5,01,961 0.19 0 0.00 NA NA 5,01,961 RBI 81Cate Category & Name of the PAN No. of No. of fully Partly No. of Total No. of Sharehold Number of Voting Rights held in each class of No. of Total No of Share Number of Number of Number gory Shareholder Sharehold paid up paid-up Share Shares ing % securities Shares shares on holdin Locked in Shares pledged of equity ers equity equity s Held calculated Underlying fully g as a Shares or otherwise shares shares held shares Unde (IV+V+VI) as per Outstanding diluted % encumbered held in held rlying SCRR, No. of Voting Rights Total as convertible basis assum No. As a % No. As a % demateri Depos 1957, Equity Equity Total a % of securities (including ing of total of total alized itory As a % of shares with shares Total (Including warrants, full Shares Shares form Recei (A+B+C2) 100% with Voting Warrants, ESOP, conver held held pts voting 33.33% rights ESOP etc. ) Convertibl sion of rights voting e Securities conver rights etc.) tible (XI)=(VII+ Securi X) ties (as a percen tage of dilute d share capital ) (XII) = (VII)+ (X) as a % of A+B+ C2 (I) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI) (XII) (XII) (XIII) (XIV) (j) Other Financial - 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0.00 0 0.00 NA NA 0 Institutions (k) Any Other - 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0.00 0 0.00 NA NA 0 Sub Total (B)(1) 35 4,95,52,715 35,000 0 4,95,87,715 5.96 4,95,52,715 11,666 4,95,64,38 5.98 2,55,711 4,98,43,426 5.49 0 0.00 NA NA 4,95,87,7 1 15 (2) Institutions (Foreign) (a) Foreign Direct Investment - 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0.00 0 0.00 NA NA 0 (b) Foreign Venture Capital - 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0.00 0 0.00 NA NA 0 Investors (c) Sovereign Wealth Funds - 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0.00 0 0.00 NA NA 0 (d) Foreign Portfolio - 165 17,44,01,69 0 0 17,44,01,69 20.98 17,44,01,694 0 17,44,01,6 21.03 0 17,44,01,69 19.22 0 0.00 NA NA 17,44,01, Investors Category I 4 4 94 4 694 VANGUARD 1 1,00,36,477 0 0 1,00,36,477 1,00,36,477 0 1,00,36,47 1.21 0 1,00,36,477 1.11 0 0.00 NA NA 1,00,36,4 EMERGING MARKETS XXXXX99 7 77 STOCK INDEX FUND, 99X A SERI SMALLCAP WORLD XXXX999 1 4,08,16,248 0 0 4,08,16,248 4.91 4,08,16,248 0 4,08,16,24 4.92 0 4,08,16,248 4.50 0 0.00 NA NA 4,08,16,2 FUND, INC 9X 8 48 82Cate Category & Name of the PAN No. of No. of fully Partly No. of Total No. of Sharehold Number of Voting Rights held in each class of No. of Total No of Share Number of Number of Number gory Shareholder Sharehold paid up paid-up Share Shares ing % securities Shares shares on holdin Locked in Shares pledged of equity ers equity equity s Held calculated Underlying fully g as a Shares or otherwise shares shares held shares Unde (IV+V+VI) as per Outstanding diluted % encumbered held in held rlying SCRR, No. of Voting Rights Total as convertible basis assum No. As a % No. As a % demateri Depos 1957, Equity Equity Total a % of securities (including ing of total of total alized itory As a % of shares with shares Total (Including warrants, full Shares Shares form Recei (A+B+C2) 100% with Voting Warrants, ESOP, conver held held pts voting 33.33% rights ESOP etc. ) Convertibl sion of rights voting e Securities conver rights etc.) tible (XI)=(VII+ Securi X) ties (as a percen tage of dilute d share capital ) (XII) = (VII)+ (X) as a % of A+B+ C2 (I) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI) (XII) (XII) (XIII) (XIV) VANGUARD TOTAL XXXX999 1 1,11,45,249 0 0 1,11,45,249 1.34 11,45,249 0 11,45,249 1.34 0 1,11,45,249 1.23 0 0.00 NA NA 1,11,45,2 INTERNATIONAL 9X 49 STOCK INDEX FUND PIMCO EQUITY XXXX999 1 1,04,89,663 0 0 1,04,89,663 1.26 1,04,89,663 0 1,04,89,66 1.26 0 1,04,89,663 1.16 0 0.00 NA NA 1,04,89,6 SERIES : PIMCO RAE 9X 3 63 EMERGING MARKETS F STAR FUNDS S.A., XXXX999 1 1,41,49,590 0 0 1,41,49,590 1.70 1,41,49,590 0 1,41,49,59 1.71 0 1,41,49,590 1.56 0 0.00 NA NA 1,41,49,5 SICAV-SIF - STAR 9X 0 90 INTERNATIONAL FU (e) Foreign Portfolio - 18 2,84,41,605 634 0 2,84,42,239 3.42 2,84,41,605 211 2,84,41,81 3.43 0 2,84,42,239 3.13 0 0.00 NA NA 2,84,42,2 Investors Category II 6 39 BREP ASIA II INDIAN - 1 1,04,82,180 0 0 1,04,82,180 1.26 1,04,82,180 0 1,04,82,18 1.26 0 1,04,82,180 1.16 0 0.00 NA NA 1,04,82,1 HOLDING CO V (NQ) 0 80 PTE. LTD (f) Overseas Depositories - 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0.00 0 0.00 NA NA 0 (holding DRs) (balancing figure) (g) Any Other (specify) - 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0.00 0 0.00 NA NA 0 83Cate Category & Name of the PAN No. of No. of fully Partly No. of Total No. of Sharehold Number of Voting Rights held in each class of No. of Total No of Share Number of Number of Number gory Shareholder Sharehold paid up paid-up Share Shares ing % securities Shares shares on holdin Locked in Shares pledged of equity ers equity equity s Held calculated Underlying fully g as a Shares or otherwise shares shares held shares Unde (IV+V+VI) as per Outstanding diluted % encumbered held in held rlying SCRR, No. of Voting Rights Total as convertible basis assum No. As a % No. As a % demateri Depos 1957, Equity Equity Total a % of securities (including ing of total of total alized itory As a % of shares with shares Total (Including warrants, full Shares Shares form Recei (A+B+C2) 100% with Voting Warrants, ESOP, conver held held pts voting 33.33% rights ESOP etc. ) Convertibl sion of rights voting e Securities conver rights etc.) tible (XI)=(VII+ Securi X) ties (as a percen tage of dilute d share capital ) (XII) = (VII)+ (X) as a % of A+B+ C2 (I) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI) (XII) (XII) (XIII) (XIV) Sub Total (B)(2) 183 202843299 634 0 202843933 24.40 202843299 211 202843510 24.46 0 202843933 22.35 0 0.00 NA NA 20284393 3 (3) Central Government / State Government(s) (a) Central Government / - 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0.00 0 0.00 NA NA 0 President of India (b) State Government / - 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0.00 0 0.00 NA NA 0 Governor (c) Shareholding by - 1 1,000 0 0 1,000 0.00 1,000 0 1,000 0.00 0 1,000 0.00 0 0.00 NA NA 1,000 Companies or Bodies Corporate where Central / State Government is a promoter Sub Total (B)(3) 1 1,000 0 0 1,000 0.00 1,000 0 1,000 0.00 0 1,000 0.00 0 0.00 NA NA 1,000 (4) Non-institutions (a) Associate companies / - 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA NA 0 Subsidiaries (b) Directors and their - 2 41,27,193 0 0 41,27,193 0.50 41,27,193 0 41,27,193 0.50 93,00,000 1,34,27,193 1.48 0 0.00 NA NA 41,27,193 relatives (excluding independent directors and 84Cate Category & Name of the PAN No. of No. of fully Partly No. of Total No. of Sharehold Number of Voting Rights held in each class of No. of Total No of Share Number of Number of Number gory Shareholder Sharehold paid up paid-up Share Shares ing % securities Shares shares on holdin Locked in Shares pledged of equity ers equity equity s Held calculated Underlying fully g as a Shares or otherwise shares shares held shares Unde (IV+V+VI) as per Outstanding diluted % encumbered held in held rlying SCRR, No. of Voting Rights Total as convertible basis assum No. As a % No. As a % demateri Depos 1957, Equity Equity Total a % of securities (including ing of total of total alized itory As a % of shares with shares Total (Including warrants, full Shares Shares form Recei (A+B+C2) 100% with Voting Warrants, ESOP, conver held held pts voting 33.33% rights ESOP etc. ) Convertibl sion of rights voting e Securities conver rights etc.) tible (XI)=(VII+ Securi X) ties (as a percen tage of dilute d share capital ) (XII) = (VII)+ (X) as a % of A+B+ C2 (I) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI) (XII) (XII) (XIII) (XIV) nominee directors) (c) Key Managerial Personnel - 1 0 0 0 0 0.00 0 0 0 0.00 47,50,000 47,50,000 0.52 0 0.00 NA NA 0 (d) Relatives of promoters - 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0.00 0 0.00 NA NA 0 (other than ‘immediate relatives’ of promoters disclosed under ‘Promoter and Promoter Group’ category) (e) Trusts where any person - 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0.00 0 0.00 NA NA 0 belonging to 'Promoter and Promoter Group' category is 'trustee', 'beneficiary', or 'author of the trust' (f) Investor Education and - 1 35,677 0 0 35,677 0.00 35,677 0 35677 0.00 0 35,677 0.00 0 0.00 NA NA 35,677 Protection Fund (IEPF) (g) Resident Individuals - 4,23,239 23,16,21,32 23,64,093 0 23,39,85,42 28.14 23,16,21,327 7,87,952 23,24,09,2 28.02 5,75,17,629 29,15,03,04 32.12 0 0.00 NA NA 23,39,84, holding nominal share 7 0 79 9 719 capital up to ₹ 2 lakhs 85Cate Category & Name of the PAN No. of No. of fully Partly No. of Total No. of Sharehold Number of Voting Rights held in each class of No. of Total No of Share Number of Number of Number gory Shareholder Sharehold paid up paid-up Share Shares ing % securities Shares shares on holdin Locked in Shares pledged of equity ers equity equity s Held calculated Underlying fully g as a Shares or otherwise shares shares held shares Unde (IV+V+VI) as per Outstanding diluted % encumbered held in held rlying SCRR, No. of Voting Rights Total as convertible basis assum No. As a % No. As a % demateri Depos 1957, Equity Equity Total a % of securities (including ing of total of total alized itory As a % of shares with shares Total (Including warrants, full Shares Shares form Recei (A+B+C2) 100% with Voting Warrants, ESOP, conver held held pts voting 33.33% rights ESOP etc. ) Convertibl sion of rights voting e Securities conver rights etc.) tible (XI)=(VII+ Securi X) ties (as a percen tage of dilute d share capital ) (XII) = (VII)+ (X) as a % of A+B+ C2 (I) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI) (XII) (XII) (XIII) (XIV) (h) Resident Individuals - 300 9,93,67,095 1,06,919 0 9,94,74,014 11.96 9,93,67,095 35,636 9,94,02,73 11.99 1,25,30,238 10,38,14,01 11.44 0 0.00 NA NA 9,94,74,0 holding nominal share 1 4 14 capital in excess of ₹ 2 lakhs (i) Non Resident Indians - 4,906 1,24,10,735 1,19,503 0 1,25,30,238 1.51 1,24,10,735 39,830 1,24,50,56 1.50 0 1,25,30,238 1.38 0 0.00 NA NA 1,25,30,2 (NRIs) 5 38 (j) Foreign Nationals - 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0.00 0 0.00 NA NA 0 (k) Foreign Companies - 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0.00 0 0.00 NA NA 0 (l) Bodies Corporate - 2,260 19,19,67,59 1,70,088 0 19,21,37,68 23.11 19,19,67,59 56,691 19,20,24,2 23.15 0 19,21,37,68 21.17 0 0.00 NA NA 19,21,37, 9 7 9 90 7 687 Plutus Wealth XXXX999 1 6,60,00,000 0 0 6,60,00,000 7.94 6,60,00,000 0 6,60,00,00 7.96 0 6,60,00,000 7.27 0 0.00 NA NA 6,60,00,0 Management LLP 9X 0 00 Anantnath Skycon XXXX999 1 96,03,773 0 0 96,03,773 1.16 96,03,773 0 96,03,773 1.16 0 96,03,773 1.06 0 0.00 NA NA 96,03,773 Private Limited 9X Elimath Advisors Private XXXX999 1 98,76,621 0 0 98,76,621 1.19 98,76,621 0 98,76,621 1.19 0 98,76,621 1.09 0 0.00 NA NA 98,76,621 Limited 9X (m) Any Other) 8,315 2,05,73,290 2,16,976 0 2,07,90,266 2.50 2,05,73,290 72,318 2,06,45,60 2.49 0 2,07,90,266 2.29 0 0.00 NA NA 2,07,90,2 8 66 Clearing Members 10 5,661 0 0 5,661 0.00 5,661 0 5,661 0.00 0 5,661 0.00 0 0.00 NA NA 5,661 86Cate Category & Name of the PAN No. of No. of fully Partly No. of Total No. of Sharehold Number of Voting Rights held in each class of No. of Total No of Share Number of Number of Number gory Shareholder Sharehold paid up paid-up Share Shares ing % securities Shares shares on holdin Locked in Shares pledged of equity ers equity equity s Held calculated Underlying fully g as a Shares or otherwise shares shares held shares Unde (IV+V+VI) as per Outstanding diluted % encumbered held in held rlying SCRR, No. of Voting Rights Total as convertible basis assum No. As a % No. As a % demateri Depos 1957, Equity Equity Total a % of securities (including ing of total of total alized itory As a % of shares with shares Total (Including warrants, full Shares Shares form Recei (A+B+C2) 100% with Voting Warrants, ESOP, conver held held pts voting 33.33% rights ESOP etc. ) Convertibl sion of rights voting e Securities conver rights etc.) tible (XI)=(VII+ Securi X) ties (as a percen tage of dilute d share capital ) (XII) = (VII)+ (X) as a % of A+B+ C2 (I) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI) (XII) (XII) (XIII) (XIV) H U F 8,292 2,04,77,848 1,19,937 0 2,05,97,785 2.48 2,04,77,848 39,975 2,05,17,82 2.47 0 2,05,97,785 2.27 0 0.00 NA NA 2,05,97,7 3 85 Trusts 12 42,558 850 0 43,408 0.01 42,558 283 42,841 0.01 0 43,408 0.00 0 0.00 NA NA 43,408 Unclaimed Shares 1 47,223 96,189 0 1,43,412 0.02 47223 32,060 79,283 0.01 0 1,43,412 0.02 0 0.00 NA NA 1,43,412 Sub Total (B)(4) 4,39,024 56,01,02,91 29,77,579 0 56,30,80,49 67.73 56,01,02,91 9,92,427 56,10,95,3 67.65 7,59,07,629 63,89,88,12 70.41 0 0.00 NA NA 56,30,79, 6 5 6 43 4 794 Total Public 4,39,243 81,24,99,93 30,13,213 0 81,55,13,14 98.09 81,24,99,93 10,04,304 81,35,04,2 98.09 7,61,63,340 89,16,76,48 98.25 0 0.00 NA NA 81,55,12, Shareholding (B) = 0 3 0 34 3 442 (B)(1)+(B)(2)+(B)(3)+(B) (4) Details of the shareholders acting as persons in Concert including their Shareholding (No. and %): Name of shareholder Name of PAC No. of Shares (Fully Paid‐up Eq Shares only) holding% Plutus Wealth Management LLP Junomoneta Finsol Private Limited 70,00,000 0.84 Junomoneta Finsol Private Limited Plutus Wealth Management LLP 6,60,00,000 7.94 Details of shares which remain unclaimed may be given here along with details such as no. of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are frozen etc. 87Serial Number of Outstanding shares held in voting rights Disclosure of notes on shares which remain unclaimed for public No. Shareholders demat or unclaimed suspense account which are frozen 1 27 47,223 Fully Paid-up Equity Shares (Face Value and Paid-up value Rs. 2 per share) Nil All these shares were issued by the Company under Right Issue dated February 15, 2024, bearing ISIN IN9148I01010 2 412 96,189 Partly Paid-up Equity Shares (Face value Rs. 2 per share and Paid-up value Rs. Nil All these shares were issued by the Company under Right Issue dated February 15, 2024, 0.67 per share) bearing ISIN IN9148I01010 Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder Cate Category & Name of the No. of No. of fully Partly No. of Total No. of Sharehol Number of Voting Rights held in each class of No. of Shareholding Total Number of Number of Number gory Shareholder Share paid up paid-up Shares Shares Held ding % securities Shares as a % sharehol Locked in Shares of equity holder equity equity Underlyi (IV+V+VI) calculate Under assuming full ding , as Shares pledged or shares s shares held shares ng d as per lying conversion of a % otherwise held in held Deposito SCRR, Outsta convertible assumin encumbered demateri ry 1957, No. of Voting Rights Total nding Securities (as g full No . As a % No . As a % alized Receipts As a % of Equity shares Equity shares Total as a % conver a percentage conversi of total of total form (A+B+C2 with 100% with 33.33% of tible of diluted on of Shares Shares ) voting rights voting rights Total securit share converti he ld he ld Voting ies capital) (as a ble rights (Inclu % of securitie ding A+B+C2) s ( as a Warra percenta nts) ge of diluted share capital) (1) Custodian/DR Holder 0 0 0 0 0 NA 0 0 0 0.00 0 0 NA 0 0.00 NA NA 0 (2) Employee Benefit Trust / Employee 1 1,58,70,000 0 0 1,58,70,000 1.91 1,58,70,000 0 1,58,70,000 1.91 0 1,58,70,000 1.75 0 0.00 NA NA 15870000 Welfare Trust under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 Pragati Employee Welfare Trust 1 1,58,70,000 0 0 1,58,70,000 1.91 1,58,70,000 0 1,58,70,000 1.91 0 1,58,70,000 1.75 0 0.00 NA NA 1587000 Total Non-Promoter-Non Public 1 1,58,70,000 0 0 1,58,70,000 1.91 1,58,70,000 0 1,58,70,00 1.91 0 1.75 0 0.00 NA NA 15870000 Shareholding (C) = (C)(1)+(C)(2) 0 88Table V- Statement showing details of significant beneficial owners (SBOs) Sr. Details of the SBO (I) Details of the registered owner (II) Details of holding/ exercise of right of the SBO in the reporting company, whether direct Date of creation / No or indirect*: (III) acquisition Name PAN/ Passport No. in Nationality Name PAN / Passport Nationality Whether by virtue of: of significant case of a foreign national No. in case of a Shares Voting Rights on distributable dividend Exercise of Exercise of significant beneficial interest# foreign national % rights % or any other distribution % control % influence % (IV) None * In case the nature of the holding/ exercise of the right of a SBO falls under multiple categories specified under (a) to (e) under Column III, multiple rows for the same SBO shall be inserted accordingly for each of the categories # This column shall have the details as specified by the listed entity under Form No. BEN‐2 as submitted to the Registrar. 89Table VI - Statement showing foreign ownership limits Board approved limits* Limits utilized Date As on shareholding date 100 24.40 30‐06‐2025 As on the end of previous 1st quarter 100 24.69 31‐03‐2025 As on the end of previous 2nd quarter 100 19.53 31‐12‐2024 As on the end of previous 3rd quarter 100 19.77 30‐09‐2024 As on the end of previous 4th quarter 100 19.14 30‐06‐2024 *Limit for FIIs Details of the Directors’ shareholding in our Company as on June 30, 2025 As on June 30, 2025, except the following, none of the Directors hold any Equity Shares, qualification shares or any outstanding options in our Company: Name of the Designation Number of fully No. of partly paid- Number of Stock Percentage Director paid equity shares up equity shares Options shareholding (%) Gagan Banga Managing Director & CEO 41,26,703 Nil 50,00,000 0.50 Sachin Chaudhary Whole-time Director, Chief Nil Nil 43,00,000 Nil Operating Officer Details of the Directors’ shareholding in our Company’s Subsidiaries, joint ventures and associates, as on June 30, 2025 None of the Directors hold any Equity Shares, qualification shares in our Subsidiaries and associate companies, except as disclosed below: S. Name Name of the subsidiary/ joint venture and Total number of equity As a % of total No. associates shares number of shares 1 Gagan Banga* Sammaan Finserve Limited (formerly known 15* equity shares of ₹ 2 each 0.00% as Indiabulls Commercial Credit Limited) * Held as the nominee of Sammaan Capital Limited (formerly known as Indiabulls Housing Finance Limited) Statement of the aggregate number of securities of the Company and its Subsidiaries purchased or sold by the promoter, promoter group and the Directors of the Company or their relatives within six months immediately preceding the date of filing this Draft Shelf Prospectus Our Company does not have an identifiable promoter. None of the Directors of the Company and their relatives have purchased or sold any securities of the Company and its Subsidiaries within six months immediately preceding the date of filing this Draft Shelf Prospectus. Details of top 10 equity shareholders of our Company as on June 30, 2025*: S. Name of the shareholders Total Number of Total shareholding as N number of Equity a percentage of total o. Equity Shares in number of equity Shares demat form shares 1. Plutus Wealth Management LLP 6,60,00,000 6,60,00,000 7.94 2. SmallCap World Fund, Inc 4 , 0 8 , 1 6 , 2 4 8 4 , 0 8 , 1 6 , 2 4 8 4.91 3. Life Insurance Corporation of India 3,93,14,468 3,93,14,468 4.73 4. Star Funds S.A., SICAV-SIF - Star International FU 1 , 4 1 , 4 9 , 5 9 0 1 , 4 1 , 4 9 , 5 9 0 1 . 70 5. Vanguard Total International Stock Index Fund 1 , 1 1 , 4 5 , 2 4 9 1 , 1 1 , 4 5 , 2 4 9 1.34 6. Pimco Equity Series: Pimco Rae Emerging Markets FU 1 , 0 4 , 8 9 , 6 6 3 1 , 0 4 , 8 9 , 6 6 3 1 . 2 6 7. BREP Asia II Indian Holding Co V (NQ) Pte. Ltd 1,04,82,180 1,04,82,180 1.26 8. Vanguard Emerging Markets Stock Index Fund, A Seri 1,00,36,477 1,00,36,477 1.21 9. Elimath Advisors Private Limited 98,76,621 98,76,621 1.19 10. Anantnath Skycon Private Limited 96,03,773 96,03,773 1.16 * This excludes the name of Pragati Employee Welfare Trust. Top 10 debenture holders* (secured and unsecured) of our Company as on June 30, 2025: 90S. Name of Category NCD with NCD with Secured Unsecured Sub-Debt Amount % of total non- N Debenture Holder face value face value Retail Retail with face (₹ in convertible o. of ₹ of ₹ Bonds Bonds value of crores) securities 10,00,000 1,00,000 (₹ with face with face ₹ 1,00,000 outstanding (₹ in in crores) value of ₹ value of ₹ (₹ in crores) 1,000 (₹ in 1,000 (₹ in crores) crores) crores) 1. Life Insurance Insurance 7,150 7,150 44.74 Corporation of India 2. Yes Bank Limited Bank 1,466 1,466 9.18 3. Axis Bank Limited Bank 109 618 727 4.55 4. Post Office Life Insurance 230 230 460 2.88 Insurance Fund 5. KSRTC Employees Provident 153 153 0.96 Contributory Fund Provident Fund Trust 6. Trust Investment Corporate 93 37 130 0.81 Advisors Private Limited 7. Rural Post Office Insurance 55 65 120 0.75 Life Insurance Fund 8. Bharti AXA Life Insurance 40 70 110 0.69 Insurance Company Limited 9. Trustees GEB'S C P Provident 34 38 36 107 0.67 Fund Fund 10. Hindustan Provident 20 10 75 105 0.66 Petroleum Corp Fund Limited Provident Fund Total 10,528 * This excludes the holders of the Dollar bonds and foreign currency convertible bonds issued by our Company. List of top 10 holders of commercial paper in terms of value (on a cumulative basis) as on June 30, 2025: S. Name of the Category of the Face value of the Amount of the Commercial paper No. commercial paper commercial commercial paper commercial paper holding as a % of holder paper holder holding (in ₹) holding (in ₹ crores) total commercial paper outstanding 1 Dakshin Bihar Gramin Bank 500,000 50.00 47.62 Bank 2 The Karnavati Co Op Bank 500,000 5.00 4.76 Bank Limited 3 Bangiya Gramin Vikash Bank 500,000 50.00 47.62 Bank Statement of capitalization The statement of capitalisation (debt to equity ratio) of our Company as at June 30, 2025 on a consolidated basis: (₹ in crores) Particulars Prior to the Issue* Post Issue** Debt Debt securities 15,790.49 17,790.49 Borrowings (other than debt securities) 23,213.45 23,213.45 Subordinated liabilities 4,086.38 4,086.38 Total Debt (A) 43,090.32 45,090.32 Equity Equity Share Capital 162.70 162.70 Other equity 21,943.54 21,943.54 Total Equity (B) 22,106.24 22,106.24 Total debt/ total equity (A/B) (In times) 1.95 2.04 91Note: Considering cash and cash equivalents, the net debt to equity ratio as at June 30, 2025 stands at 1.77. * Extracted from the Unaudited Consolidated Financial Results of the Group for the quarter ended June 30, 2025. ** The debt – equity ratio post Issue is indicative on account of the assumed inflow of ₹ 2,000 crores from the proposed Issue. The actual debt-equity ratio post the Issue would depend on the actual position of debt and equity on the Deemed Date Allotment. The statement of capitalisation (debt to equity ratio) of our Company as at June 30, 2025 on a standalone basis: (₹ in crores) Particulars Prior to the Issue* Post Issue** Debt Debt securities 14,964.46 16,964.46 Borrowings (other than debt securities) 22,351.26 22,351.26 Subordinated liabilities 3,754.12 3,754.12 Total Debt (A) 41,069.84 43,069.84 Equity Equity Share Capital 165.88 165.88 Other equity 22,898.92 22,898.92 Total Equity (B) 23,064.80 23,064.80 Total debt/ total equity (A/B) (In times) 1.78 1.87 Note: Considering cash and cash equivalents, the net debt to equity ratio as at June 30, 2025 stands at 1.63. * Extracted from the Unaudited Standalone Financial Results of the Company for the quarter ended June 30, 2025. ** The debt – equity ratio post Issue is indicative on account of the assumed inflow of ₹ 2,000 crores from the proposed Issue. The actual debt-equity ratio post the Issue would depend on the actual position of debt and equity on the Deemed Date Allotment. Details of Promoter’s shareholding in our Company’s Subsidiary NA. Our Company is a professionally managed company and does not have an identifiable promoter. Details of Promoter’s shareholding in our Joint Venture and Associate Companies NA. Our Company is a professionally managed company and does not have an identifiable promoter. Details of change in the promoter holding in our Company during the last financial year beyond26 % (as prescribed by RBI) NA. Our Company is a professionally managed company and does not have an identifiable promoter. Details of any acquisition or amalgamation in the preceding one year Except as disclosed below, our Company has not undergone an acquisition or amalgamation in the preceding one year: Our Company and its six wholly-owned Subsidiary companies, namely Sammaan Collection Agency Limited (formerly known as Indiabulls Collection Agency Limited), Sammaan Sales Limited (formerly known as Ibulls Sales Limited), Sammaan Insurance Advisors Limited (formerly known as Indiabulls Insurance Advisors Limited), Sammaan Investmart Services Limited (formerly known as Nilgiri Investmart Services Limited), Indiabulls Capital Services Limited and Sammaan Advisory Services Limited (formerly known as Indiabulls Advisory Services Limited) (collectively, the “Transferor Companies”) have filed a first motion application dated September 16, 2024 (the “Application”) with National Companies Law Tribunal, New Delhi (the “NCLT, Delhi”), for merger of the Transferor Companies with the Company. The NCLT, Delhi has passed an order allowing the Application. The NCLT, Delhi vide its order dated January 27, 2025, has dispensed with the requirements of convening equity shareholders, secured and unsecured creditors meetings of the Transferor Companies. However, it has directed our Company to convene the meetings of our equity Shareholders and secured and unsecured creditors, through video conference, under a chairman/ alternate chairman, appointed by NCLT, Delhi. Accordingly, the Company had convened these meetings on June 10, 2025 and our equity Shareholders and secured and unsecured creditors approved the scheme of merger with requisite majority. Our Company has on June 21, 2025 had filed second motion application with the NCLT, Delhi. Pursuant to the order dated July 9, 2025, our Company has carried out a publication of the notice of the second motion to the specified authorities, by all prescribed modes, and also in two widely circulated newspapers, i.e., Business Standard (English) and Business Standard (Hindi), in compliance with Rule 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The matter is currently pending before the NCLT, Delhi. Details of any reorganization or reconstruction in the last one year Our Company has not undergone any reorganisation or reconstruction in the preceding one year prior to filing of this Draft Shelf Prospectus. 92Debt securities issued at a premium or a discount Except as set out in “Financial Indebtedness” on page 227, our Company has not issued debt securities at a premium or discount. Details of Stock Option Plans of the Company For details of the stock option plans of our Company, see “Our Management – Employee Stock Option Schemes” on page 200. 93OBJECTS OF THE ISSUE Issue proceeds Our Company has filed this Draft Shelf Prospectus for a public issue of secured redeemable NCDs for an amount aggregating up to ₹ 2,000 crores (the “Shelf Limit”). The NCDs will be issued in one or more tranches up to the Shelf Limit, on the terms and conditions as set out in the relevant Tranche Prospectus for any Tranche Issue, which should read together with this Draft Shelf Prospectus and the Shelf Prospectus. Our Company proposes to utilise the funds which are being raised through this Issue, after deducting the Issue-related expenses to the extent payable by our Company (the “Net Proceeds”), towards funding the following objects: 1. For the purpose of onward lending, financing, and for repayment of interest and principal of existing borrowings of the Company; and 2. General corporate purposes (collectively, the “Objects”). The main objects clause of the Memorandum of Association of our Company permits our Company to undertake the activities for which the funds are being raised through the present Issue and also the activities which our Company has been carrying on till date. The details of the proceeds of this Issue are set forth in the following table: (₹ in crores) S. No. Description Amount 1. Gr oss Proceeds of the Issue As per relevant Tranche Prospectus(es) 2. Iss ue Related Expenses* As per relevant Tranche Prospectus(es) 3. Ne t Proceeds (i.e., Gross Proceeds less Issue related expenses) As per relevant Tranche Prospectus(es) * The above Issue related expenses are indicative and are subject to change depending on the actual level of subscription to the Issue, the number of allottees, market conditions and other relevant factors. Requirement of funds and utilisation of Net Proceeds The following table details the objects of the Issue and the amount proposed to be financed from the Net Proceeds: S. Objects of the Issue Percentage of amount proposed to be No. financed from Net Proceeds 1. F or the purpose of onward lending, financing, and for repayment of At least 75% interest and principal of existing borrowings of the Company* 2. G eneral corporate purposes** Up to 25% Total 100% * Our Company shall not utilise the proceeds of this Issue towards payment of prepayment penalty, if any. ** The Net Proceeds will be first utilised towards the Objects mentioned above. The balance is proposed to be utilised for general corporate purposes, subject to such utilisation not exceeding 25% of the amount raised in the Issue, in compliance with the SEBI NCS Regulations. The main objects clause of the Memorandum of Association of the Company permits the Company to undertake its existing activities as well as the activities for which the funds are being raised through the Issue. Issue-related expenses The expenses of this Issue include, among others, fees for the Lead Managers and selling commission to the Lead Managers/ Members of the Consortium, printing and distribution expenses, legal fees, advertisement expenses, fees payable to RTA, Debenture Trustee, SCSBs’ commission/ fees, listing fees, commission and fees payable to the intermediaries as provided for in the SEBI NCS Master Circular, and any other expense directly related to Issue. The estimated Issue expenses for each Tranche Prospectus shall be specified in respective Tranche Prospectus. The expenses are indicative and are subject to change depending on the actual level of subscription to the Issue and the number of Allottees, market conditions and other relevant factors. Our Company shall pay processing fees to the SCSBs for ASBA forms procured by Lead Managers/ Consortium Members/ Trading Members and submitted to the SCSBs for blocking the Application Amount of the Applicant, at the rate of ₹ [●] per Application Form procured, as finalized by the Company. However, it is clarified that in case of ASBA Application Forms procured directly by the SCSBs, the relevant SCSBs shall not be entitled to any ASBA Processing Fee. Further, our Company shall pay the Sponsor Bank ₹ [●] for every valid Application that is blocked. 94The payment will be made on the basis of valid invoices within such timelines mutually agreed to/ prescribed by the Company with the Designated Intermediaries. Purpose for which there is a Requirement of Funds As stated in “Issue Proceeds” above. Funding plan NA Summary of the project appraisal report NA Schedule of implementation of the project NA Interim Use of Proceeds Our Board of Directors, in accordance with the policies formulated by it from time to time, will have flexibility in deploying the proceeds received from the Issue. Pending utilisation of the proceeds out of the Issue for the purposes described above, our Company intends to temporarily invest funds in high-quality interest-bearing liquid instruments including money market mutual funds, deposits with banks or temporarily deploy the funds in investment grade interest bearing securities as may be approved by the Board. Such investment would be in accordance with the investment policies approved by the Board or Securities Issuance and Investment Committee from time to time. General Corporate Purposes Our Company intends to deploy up to 25% of the amount raised and allotted in the Issue for general corporate purposes. Monitoring of Utilisation of Funds There is no requirement for appointment of a monitoring agency in terms of the SEBI NCS Regulations. The Board and Audit Committee shall monitor the utilisation of the proceeds of this Issue. For the relevant Financial Years commencing from Financial Year 2025-2026, our Company will disclose in our financial statements, the utilisation of the net proceeds of this Issue under a separate head along with details, if any, in relation to all such proceeds of this Issue that have not been utilised thereby also indicating investments, if any, of such unutilised proceeds of this Issue. Our Company shall utilise the proceeds of this Issue only upon the execution of the documents for creation of security and receipt of final listing and trading approval from the Stock Exchanges. Further, in accordance with the SEBI Listing Regulations, our Company shall within forty-five days from the end of every quarter submit to the Stock Exchange(s), a statement indicating the utilization of issue proceeds of the NCDs, which shall be continued to be given till such time the issue proceeds have been fully utilised or the purpose for which these proceeds were raised has been achieved. In case of any material deviation in the use of proceeds as compared to the objects of the issue, the same shall be indicated in the format as specified by SEBI from time to time. Our Company shall utilise the proceeds of the Issue only upon execution of the documents for creation of Security and the Debenture Trust Deed and receipt of the listing and trading approval from the Stock Exchanges as stated in this Draft Shelf Prospectus in the section titles “Terms of the Issue” on page 391. Other Confirmation The main objects clause of the Memorandum of Association of our Company permits our Company to undertake its existing activities as well as the activities for which the funds are being raised through this Issue. No part of the proceeds from this Issue will be paid by us as consideration to our Directors or our Key Managerial Personnel or Senior Management Personnel. Our Company confirms that it will not use the proceeds, or any part of the proceeds of the Issue, directly or indirectly for the purchase of any business or in the purchase of any interest in any business whereby our Company shall become entitled to an interest in either the capital or profits and losses or both, in such business exceeding 50% thereof, directly 95or indirectly in the purchase or acquisition of any immovable property or acquisition of securities of any other body corporate. The Issue proceeds shall not be utilised towards full or part consideration for the purchase or any other acquisition, inter alia by way of a lease, of any immovable property. The Issue proceeds shall not be used for buying, trading or otherwise dealing in equity shares of any listed company. Variation in terms of contract or objects The Company shall not, in terms of Section 27 of the Companies Act, 2013, at any time, vary the terms of the objects for which this Draft Shelf Prospectus is issued, except as may be prescribed under the applicable laws and under Section 27 of the Companies Act, 2013. Further, in accordance with the SEBI Listing Regulations, in case of any material deviation in the use of proceeds as compared to the objects of the issue, the same shall be indicated in the format as specified by SEBI from time to time. Utilisation of Issue Proceeds 1. All monies received pursuant to the issue of NCDs to public shall be transferred to a separate bank account as referred to in sub-section (3) of section 40 of the Companies Act, 2013 and the SEBI NCS Regulations, and our Company will comply with the conditions as stated therein, and these monies will be transferred to Company’s bank account after receipt of listing and trading approvals; 2. The allotment letter shall be issued, or application money shall be refunded in accordance with the Applicable Law failing which interest shall be due to be paid to the applicants at the rate of 15% per annum for the delayed period; 3. Details of all utilised and unutilised monies out of the monies collected out of each Tranche Issue and previous issues made by way of public offers, if any, shall be disclosed under an appropriate separate head in our balance sheet till the time any part of the proceeds of such issue remain unutilised, indicating the purpose for which such monies have been utilised and the securities or other forms of financial assets in which such unutilized monies have been invested; 4. The Issue proceeds shall not be utilised towards full or part consideration for the purchase or any other acquisition, inter alia, by way of a lease, of any immovable property; 5. We shall utilise the Issue proceeds only after (i) receipt of minimum subscription, i.e., 75% of the Base Issue Size pertaining to this Issue; (ii) completion of Allotment and refund process in compliance with Section 40 of the Companies Act, 2013; (iii) creation of security; (iv) obtaining requisite permissions or consents for creation of pari passu charge over assets sought to be provided as Security; (v) obtaining listing and trading approval as stated in the section titled “Issue Structure” on page 381; 6. The Issue proceeds shall be utilised in compliance with various guidelines, regulations and clarifications issued by RBI, SEBI or any other statutory authority from time to time. Further the Issue proceeds shall be utilised only for the purpose and objects stated in the Offer Documents; and 7. If Allotment is not made, application monies will be refunded/unblocked in the ASBA Accounts within 6 Working days from the Issue Closing Date or such lesser time as specified by SEBI, failing which interest will be due to be paid to the Applicants in accordance with applicable laws. Benefit or Interest accruing to Directors or promoter out of the Objects of the Issue There is no benefit or interest accruing to the Directors from the Objects of the Issue. Our Company is a professionally managed company and does not have any identifiable promoters in terms of SEBI ICDR Regulations. 96STATEMENT OF POSSIBLE TAX BENEFITS Date: September 26, 2025 Ref. No.: ASA/2025-26/016 To, The Board of Directors Sammaan Capital Limited (formerly known as Indiabulls Housing Finance Limited) CIN: L65922DL2005PLC136029 A-34, 2nd & 3rd Floor, Lajpat Nagar-II, New Delhi-110024 Dear Sirs, Proposed public issue by Sammaan Capital Limited (formerly known as Indiabulls Housing Finance Limited) (the “Company” or the “Issuer”) of secured redeemable non-convertible debentures of face value of ₹ 1,000 each (the “NCDs”) for an amount aggregating up to ₹ 2,000 crore (the “Shelf Limit”, and such issue, the “Issue”) and is being offered on terms and conditions as set out in the Issue Documents (as defined below), as applicable. The NCDs will be issued in one or more tranches up to the Shelf Limit. 1. We confirm that the enclosed Annexure prepared by Sammaan Capital Limited (formerly known as Indiabulls Housing Finance Limited) (“the Company”) provides the possible tax benefits available to the debenture holders of the Company under the Income-tax Act, 1961 (read with Income Tax Rules, circulars, notifications) (“the Act”) applicable for the Financial Year 2025-26 relevant to the assessment year 2026-27, presently in force in India, for the purpose of inclusion in the Draft Shelf Prospectus of the Company prepared under the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, as amended (the “Regulations”) to be filed / submitted with the Securities and Exchange Board of India (“SEBI”), National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE” and together with NSE, the “Stock Exchanges”) and also in all related advertisements and communications sent pursuant to the Issue (collectively, the “Offer Documents”) in connection with the Issue of the Company, and has been prepared by the management of the Company, which we have initialed for identification purposes. Several of these benefits are dependent on the Company or its debenture holders fulfilling the conditions prescribed under the relevant provisions of the Act. Hence, the ability of the Company and / or its debenture holders to derive the tax benefits is dependent upon their fulfilling such conditions which, based on business imperatives the Company faces in the future, the Company or its debenture holders may or may not choose to fulfil. 2. The benefits discussed in the enclosed statement are not exhaustive and the preparation of the contents stated is the responsibility of the Company’s management. We are informed that this Statement is intended only to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the Issue. 3. We are informed that the debentures of the Company will be listed on recognized stock exchanges in India. The Annexure has been prepared on that basis. 4. We do not express any opinion or provide any assurance as to whether: (i) the Company or its debenture holders will continue to obtain these benefits in future; (ii) the conditions prescribed for availing the benefits have been / would be met with; and (iii) the revenue authorities/courts will concur with the views expressed herein. 5. The contents of the enclosed statement are based on information, explanations and representations obtained from the Company and on the basis of their understanding of the business activities and operations of the Company. 6. This report has been issued at the request of the Company for the purpose of inclusion in the Draft Shelf Prospectus in connection with its proposed Issue and should not be used by anyone else or for any other purpose. 7. All capitalized terms not defined hereinabove shall have the same meaning as defined in the Offer Documents. 97For Ajay Sardana Associates Chartered Accountants Firm Registration No. 016827N ICAI Peer review certificate No.: 018215 Rahul Mukhi Partner Membership No. 099719 Place: New Delhi Date: September 26, 2025 UDIN: 25099719BMLBGU8149 Encl: Annexure A 98Annexure A STATEMENT OF POSSIBLE TAX BENEFITS UNDER THE INCOME TAX ACT, 1961 (“IT ACT”) AVAILABLE TO THE DEBENTURE HOLDERS UNDER THE APPLICABLE INCOME-TAX LAWS IN INDIA The information provided below sets out the possible tax benefits available to the Debenture Holders of the Company under the Act presently in force in India. The Annexure is based on the provisions of the IT Act, as on date, taking into account the amendments made by the Finance Act, 2025 (FA 2025). This Annexure intends to provide general information on the applicable provisions of the IT Act. It is not exhaustive or comprehensive and is not intended to be a substitute for professional advice. Several of these benefits are dependent on the Company or its Debenture Holders fulfilling the conditions prescribed under the relevant provisions of the Income- tax Act, 1961. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the Issue, particularly in view of the fact that certain recently enacted legislation may not have a direct legal precedent or may have a different interpretation on the benefits, which an investor can avail. Neither are we suggesting nor advising the investor to invest money based on this Statement. You should consult your own tax advisors concerning the Indian tax implications and consequences of purchasing, owning and disposing of the Debentures in your particular situation. Taxability under the IT Act Section 50AA of the IT Act The Finance Act, 2023 (FA 2023) has inserted section 50AA to the IT Act to provide for a special provision for computation of capital gains in case of Market Linked Debenture (MLD). For the purposes of the said section, MLD have been defined in the Explanation thereto to mean a security by whatever name called, which has an underlying principal component in the form of a debt security and where the returns are linked to the market returns on other underlying securities or indices, and includes any security classified or regulated as a MLD by the Securities and Exchange Board of India. Based on the definition, MLD has the following essential features: • It is a security in the nature of debt; • It has an underlying principal component; • Returns with respect to such security are linked to market returns on other underlying securities or indices; • and, by way of extension, it is also provided that any security classified or regulated by SEBI as an MLD, shall for the purposes of section 50AA of the IT Act, be deemed to be an MLD The Non-Convertible Debentures (NCDs/Debentures) issued/ proposed to be issued by the issuer creates a borrower- lender relationship between the issuer and subscriber and to that extent, such NCDs constitute a security in the nature of debt. Further, such NCDs, by their very nature, have a principal component (which is the price at which the subscriber subscribes to such NCDs). However, the returns with respect to such NCDs (excess of redemption value over the principal component) is a fixed return and is not linked to any market return or underlying security or indices. Given the above, the NCDs issued by the Company do not satisfy the first part of the definition of MLD as provided in the Explanation to section 50AA of the IT Act and thus, such NCDs should not constitute an MLD for the purposes of section 50AA of the IT Act. The second part of the definition of MLD which deems any security classified or regulated by SEBI as an MLD, to be an MLD for the purposes of section 50AA of the IT Act, is independent and need to be construed as such. At present, the NCD issued/ proposed to be issued by the Company is neither classified nor regulated by the SEBI as an MLD and accordingly, the NCDs issued by the Company should not constitute an MLD for the purposes of section 50AA of the IT Act. However, the said fact-pattern would have to be re-visited in light of any amendment in the law as may be notified by SEBI in future. A. Common provisions applicable to both Resident and Non-Resident debenture holders: 991. Determination of head of income: The returns received by the investors from the Non-Convertible Debentures (‘NCD’) in the form of ‘interest’ and gains on transfer of the NCD, may be characterized under the following broad heads of income for the purposes of taxation under the IT Act: • Profits and gains of business or profession (‘PGBP’); • Capital gains (‘CG’); and • Income from other sources (‘IFOS’). For determining the appropriate head of income (as mentioned above) vis-à-vis the income or loss earned on/ from the NCD, it will be pertinent to analyse whether the NCD are held as ‘Investments’ i.e. capital asset or as ‘Stock-in-trade’. If the NCD are held as ‘Stock-in-trade’, interest income as well as gain or loss on its transfer will be assessed to tax under the head PGBP, whereas, if the NCD are held as ‘Investments’, then the interest income will be assessed to tax under the head IFOS and any gain/ loss on its transfer will be assessed to tax under the head CG (explained in ensuing paragraphs), based on facts of each case. 1. Determination of head of income (continued): However, as per section 2(14) of the IT Act, ‘capital asset’ includes, inter alia, securities held by a Foreign Institutional Investor (‘FII’) now known as Foreign Portfolio Investor (‘FPI’) which has invested in such securities in accordance with the regulations made under Securities and Exchange Board of India Act, 1992. Accordingly, such securities, held by an FII, will be characterised as ‘capital asset’ and classification as ‘Stock-in-trade’ shall not apply. The investors may obtain specific advice from their tax advisors regarding the above classification and tax treatment. 2. Taxation of Interest and Gain/ loss on transfer of debentures: - Taxation of Interest Income by way of interest received on NCD held as ‘Investments’ (i.e. capital asset) will be charged to tax under the head IFOS at the rates applicable to the investor after deduction of expenses, if any, allowable under section 57 of the IT Act. These are essentially expenses (not being in the nature of capital expenditure) laid out or expended wholly and exclusively for the purpose of earning the interest income. In case of NCD held as ‘Stock-in-trade’, interest received thereon will be charged to tax under the head PGBP. Further, any expenditure specifically laid out or expended wholly and exclusively for the purpose of earning such interest income shall be allowed as deduction while computing income under the head PGBP. The investors may obtain specific advice from their tax advisors regarding the tax treatment of their Interest income. Taxation of gain or loss on transfer a) Taxable under the head PGBP As discussed above, depending on the particular facts of each case, the NCD may, in certain cases, be regarded to be in the nature of ‘Stock-in-trade’ and, accordingly, the gains from the transfer of such NCD should be considered to be in the nature of business income and hence chargeable to tax under the head PGBP. In such a scenario, the gains from the business of investing in the NCD may be chargeable to tax on a ‘net’ basis (i.e. net of allowable deductions for expenses/allowances under Chapter IV – Part D of the IT Act). Based on section 145 of the IT Act, the timing of charging any income to tax would depend on the method of accounting followed by the taxpayer consistently (i.e. cash or mercantile). Investors should obtain specific advice from their tax advisors regarding the manner of computing business income, the deductions available therefrom and the tax to be paid thereon. b) Taxable under the head Capital Gains 100As discussed above, based on the particular facts of each case, the NCD may, in certain cases, be regarded to be held as ‘Investments’ in which case the gains or loss from the transfer of such NCD should be chargeable to tax under the head CG. In such a scenario, the gains / loss from the transfer of such NCD may be chargeable to tax on a ‘net’ basis (i.e. net of acquisition cost of NCD, expenditure incurred in relation to transfer of NCD). Investors should, however, seek specific advice from their tax advisors/ consultants in respect of characterization of capital gains, the manner of computation and the tax to be paid thereon. 3. Period of holding and Capital gain – long term & short term: As per section 2(29AA) read with section 2(42A) of the IT Act, listed NCD is treated as a long-term capital asset if the same is held for more than 12 months immediately preceding the date of its transfer and consequently, the gain/ loss on transfer of such NCD should be treated as long term capital gain/ loss. Accordingly, if listed NCD is held for upto 12 months immediately preceding the date of its transfer, the same should be treated as a short-term capital asset and the gain/ loss on transfer of such NCD should be treated as short-term capital gain/ loss. 4. Computation of capital gains and tax thereon Capital gains are computed after reducing from the consideration received for the transfer of the capital asset (“full value of consideration (FVC)”), the cost of acquisition (CoA) of such asset and the expenses incurred wholly and exclusively in connection with the transfer. The capital gains so computed will be chargeable to tax at the rates as detailed in the following paragraphs. 5. Set off of capital losses As per section 74 of the IT Act, long-term capital loss incurred during a year can be set-off only against long-term capital gains arising in that year or in subsequent years and cannot be set-off against short-term capital gains arising in that year or in subsequent years. The long-term capital loss remaining after set-off, if any, can be carried forward for eight years immediately succeeding the year in which the loss was first computed, to be for set-off against subsequent years’ long- term capital gains. On the other hand, short-term capital loss incurred during a year can be set-off against both, short term and long-term capital gains of the same year or of subsequent years. The short-term capital loss remaining after set-off, if any, can be carried forward for eight years immediately succeeding the year in which the loss was first computed, to be set-off against subsequent years’ short-term as well as long-term capital gains. B. Tax treatment for Resident NCD holders: • Interest on NCD received by resident NCD holders would form part of their total income and be subject to tax at the applicable rates of tax in accordance with and subject to the provisions of the IT Act. • Capital gains on transfer of NCD shall be computed by deducting from the FVC, expenditure incurred wholly and exclusively in connection with the transfer and the CoA of the NCD. • As per section 112 of the IT Act, capital gains arising on the transfer of long-term capital assets being listed debentures are subject to tax at the rate of 12.5% (plus applicable surcharge and health & education cess) on the capital gains calculated without indexing the cost of acquisition (fourth proviso to Section 48 restricts indexation benefit in case of long-term capital asset being a bond or a debenture). B. Tax treatment for Resident NCD holders (continued): • In case of an individual or HUF, being a resident, where the total income as reduced by such long-term capital gains is below the maximum amount which is not chargeable to income-tax, then, such long- term capital gains shall be reduced by the amount by which the total income as so reduced falls short of the maximum amount 101which is not chargeable to income-tax and the tax on the balance of such long- term capital gains shall be computed at the rate mentioned above. • Short-term capital gains on the transfer of listed debentures, where debentures are held for a period of not more than 12 months would be taxed at the applicable rates of tax in accordance with the provisions of the IT Act. C. Tax treatment for Non-Resident debenture holders: • A non-resident Indian has an option to be governed by Chapter XII-A of the IT Act, subject to the provisions contained therein which are given in brief as under: a) As per section 115C(e) of the IT Act, the term "non-resident Indian" means an individual, being a citizen of India or a person of Indian origin who is not a "resident" in India. A person shall be deemed to be of Indian origin if he, or either of his parents or any of his grand-parents, was born in undivided India. b) As per section 115E of the IT Act, interest income from Debentures acquired or purchased with or subscribed to in convertible foreign exchange will be taxable at 20% (plus applicable surcharge and cess), whereas long term capital gains on transfer of such debentures will be taxable at 12.5% (plus applicable surcharge and cess) of such capital gains without indexation of CoA. Short-term capital gains will be taxable at the applicable rates of tax in accordance with and subject to the provisions contained therein. c) Under section 115F of the IT Act, long term capital gains arising to a non-resident Indian from transfer of debentures acquired or purchased with or subscribed to in convertible foreign exchange will be exempt from capital gain tax if the whole of the net consideration is invested within six months after the date of transfer of the debentures in any asset or in any saving certificates referred to in section 10(4B) of the IT Act in accordance with and subject to the provisions contained therein. d) Under section 115G of the IT Act, it shall not be necessary for a non-resident Indian to file a return of income under section 139(1) of the IT Act, if his total income consists only of investment income as defined under section 115C and/or long term capital gains earned on transfer of such investment acquired out of convertible foreign exchange, and the tax has been deducted at source from such income under the provisions of Chapter XVII-B of the IT Act in accordance with and subject to the provisions contained therein. C. Tax treatment for Non-Resident debenture holders (continued): e) Under section 115H of the IT Act, where a non-resident Indian becomes a resident in India in any subsequent year, he may furnish to the Assessing Officer a declaration in writing along with return of income under section 139 for the assessment year for which he is assessable as a resident, to the effect that the provisions of Chapter XII-A shall continue to apply to him in relation to the investment income (other than on shares in an Indian Company) derived from any foreign exchange assets in accordance with and subject to the provisions contained therein. On doing so, the provisions of Chapter XII-A of the IT Act shall continue to apply to him in relation to such income for that assessment year and for every subsequent assessment year until the transfer or conversion (otherwise than by transfer) into money of such assets. f) In accordance with and subject to the provisions of section 115-I of the IT Act, a non-resident Indian may opt not to be governed by the provisions of Chapter XII-A of the IT Act. In such a case, long- term capital gains on transfer of listed debentures would be subject to tax at the rate of 10% (plus applicable surcharge and cess) computed without indexation of CoA. g) Interest income and short-term capital gains on the transfer of listed debentures, where debentures are held for a period of not more than 12 months preceding the date of transfer, would be taxed at the applicable rates of tax in accordance with and subject to the provisions of the IT Act. h) Where debentures are held as stock-in-trade, the income on transfer of debentures would be taxed as business income in accordance with and subject to the provisions of the IT Act. 102i) As per section 90(2) of the IT Act read with the Circular no. 728 dated October 30, 1995, issued by the Central Board of Direct Taxes (‘CBDT’), in the case of a remittance to a country with which a Double Tax Avoidance Agreement (‘DTAA’) is in force, the tax should be deducted at the rate provided in the Finance Act of the relevant year or at the rate provided in the DTAA, whichever is more beneficial to the assessee. However, submission of a valid and subsisting tax residency certificate (‘TRC’) is a mandatory condition for availing benefits under any DTAA. If the TRC does not contain the prescribed particulars, a self declaration in electronically furnished Form 10F would need to be provided by the assessee along with the TRC which is valid and subsisting. D. Tax treatment for Foreign Institutional Investors (‘FII’s) or Foreign Portfolio Investors (‘FPI’s): a) In accordance with and subject to the provisions of section 115AD of the IT Act, long-term capital gains on transfer of debentures by FIIs are taxable at 10% (plus applicable surcharge and cess) and short-term capital gains are taxable at 30% (plus applicable surcharge and cess). The benefit of indexation of CoA will not be available. b) Income other than capital gains arising out of debentures is taxable at 20% (plus applicable surcharge and cess) in accordance with and subject to the provisions of Section 115AD of the IT Act. D. Tax treatment for Foreign Institutional Investors (‘FII’s) or Foreign Portfolio Investors (‘FPI’s) (continued): c) However, the above is subject to any relief available under DTAA entered into by the Government of India (as mentioned in Point C above). d) The CBDT has issued Notification No.9 dated 22 January 2014 which provides that Foreign Portfolio Investors (FPI) registered under SEBI (Foreign Portfolio Investors) Regulations, 2014 shall be treated as FII for the purpose of Section 115AD of the IT Act. E. Withholding provisions The withholding provisions provided under the IT Act are meant for tentative deduction of income-tax subject to regular assessment. The withholding tax is not the final liability to income-tax of an assessee. 1. Withholding tax rate on interest on NCD issued to Indian residents • Interest paid to residents other than insurance companies will be subject to withholding tax as per section 193 of the IT Act at the rate of 10 per cent. • No tax is required to be deducted on interest paid to an individual or a HUF, in respect of debentures issued by a company in which the public is substantially interested if; a) the amount of interest paid to such person in a financial year does not exceed INR 5,000; and b) such interest is paid by an account payee cheque • Further, no tax is required to be deducted on any interest payable on any security issued by a company, where such security is in dematerialized form and is listed on a recognized stock exchange in India in accordance with the Securities Contracts (Regulation) Act, 1956 (42 of 1956) (“SCRA”) and the rules made thereunder. However, the FA, 2023 has omitted the aforesaid exemption and thus, any interest paid on or after 1 April 2023, with respect to any security issued by a company, where such security is in dematerialized form and is listed on a recognized stock exchange in India in accordance with the SCRA and the rules made thereunder shall be liable to tax withholding as applicable. 2. Withholding tax rate on interest on NCD issued to Foreign Portfolio Investor (FII) • Interest to a non-resident, not being a company or to a foreign company by a specified company or a business trust, may be eligible for concessional tax rate of 5 per cent under section 194LC(2)(ia) of the IT Act in respect 103of monies borrowed by it from a source outside India by way of issue of rupee denominated bond before the 1st day of July 2023. The FA, 2023 has extended the applicability of section 194LC of the IT Act with the following modification: 2. Withholding tax rate on interest on NCD issued to Foreign Portfolio Investor (FII) (continued) 1. The provisions of section 194LC of the IT Act shall continue to apply to monies borrowed from a source outside India by way of issue of long-term bond or rupee denominate bond on or after 1 July 2023 where such bond is listed on a recognised stock exchange located in an International Financial Services Centre. 2. The rate of tax in case of the aforesaid borrowings shall be 9 per cent. 3. With respect to the borrowings made prior to 1 July 2023, the provisions of section 194LC of the IT Act, as they applied at that time, shall continue to apply sans the modification discussed supra. 4. No extension of date for payment of interest in case of section 194LD of the IT Act has been provided by the FA, 2023. Given the same, interest paid on or after 1 July 2023 shall be subject to tax at the rate of 20% (excluding applicable surcharge and cess) subject to availability of DTAA benefits. • Withholding rate will be increased by surcharge as applicable and a health and education cess of 4 per cent on the amount of tax plus surcharge as applicable. However, where the withholding is done as per the rate of tax provided under the relevant DTAA, the said rate shall not be required to be increased by a surcharge and health and education cess. 3. Withholding tax rate on interest on NCD issued to non-residents other than FIIs • Interest payable to non-resident (other than FII) would be subject to withholding tax at the rate of 30 per cent/ 40 per cent as per the provisions of section 195 of the IT Act subject to relief under the relevant DTAA depending upon the status of the non-resident. • Withholding rate will be increased by surcharge as applicable and a health and education cess of 4 per cent on the amount of tax plus surcharge, as applicable. However, where the withholding is done as per the rate of tax provided under the relevant DTAA, the said rate shall not be required to be increased by a surcharge and health and education cess. F. Requirement to furnish PAN under the IT Act 1. Section 139A(5A) requires every person from whose income tax has been deducted under the provisions of Chapter XVIIB of the IT Act, to furnish his PAN to the person responsible for deduction of tax at source. 2. As per provisions of section 206AA of the IT Act, the payer would be obliged to withhold tax at higher of the following rates in case the deductee has not furnished PAN to the payer: (a) at the rate in force specified in the relevant provision of the IT Act; or (b) at the rates in force; or (c) at the rate of twenty per cent F. Requirement to furnish PAN under the IT Act (continued) 3. Section 206AA of the IT Act provides that the provisions shall not apply to non-residents in respect of payment of interest on long-term bonds as referred to in section 194LC and any other payment subject to such conditions as may be prescribed. 104Further, as per Rule 37BC of the Income-tax Rules, 1962 (‘the Rules’), the provisions of section 206AA shall not apply to non-residents where the non-residents provide the following information to the payer of such income: • Name, email-id, contact number; • Address in the country or specified territory outside India of which the deductee is a resident; • A certificate of his being resident in any country or specified territory outside India from the government of the other country or specified territory if the law of that country or specified territory provides for issuance of such certificate; • Tax Identification Number of the deductee in the country or specified territory of his residence and in a case, no such number is available, then a unique number on the basis of which the deductee is identified by the Government of that country or the specified territory of which he claims to be a resident. • Where an incorrect PAN is provided, it will be regarded as non-furnishing of PAN and TDS shall be deducted as mentioned above, apart from any other penal consequences that may ensue. G. Exemption under Section 54F of the IT Act Exemptions may be claimed from taxation of LTCG if investments in certain specified securities/assets is made subject to fulfilment of certain conditions. Section 54F of the IT Act exempts long-term capital gains on transfer of any long-term capital asset (other than a residential house), held by an individual or HUF, if the net consideration is utilized to purchase/ construct a residential house within the specified timelines. H. Link Aadhaar with PAN Section 139AA of the Income Tax Act provides that every individual who has been allotted a permanent account number (PAN) as on the 1st day of July, 2017, and who is eligible to obtain an Aadhaar number, shall intimate his Aadhaar number in the prescribed form and manner. Aadhaar-PAN linkage requirement does not apply to any individual who is: i. Residing in the States of Assam, Jammu and Kashmir, and Meghalaya; ii. a non-resident as per the Income-tax Act, 1961; iii. of the age of eighty years or more at any time during the previous year; or iv. not a citizen of India. I. 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: • When the Assessing Officer issues a certificate on an application by a Debenture Holder on satisfaction that the total income of the Debenture holder justifies no/lower deduction of tax at source as per the provisions of Section 197(1) of the IT Act; and that a valid certificate is filed with the Company before the prescribed date of closure of books for payment of debenture interest; • 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 105amounts 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; • 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. Below is a table showing the class of investors and respective documents that would be required for granting TDS exemption, unless specified otherwise hereinabove: S. No. Class of Investors Relevant section which grants Documents to be taken on record from TDS exemption Investors 1 Resident Individual or resident Claiming non-deduction or Form No.15G with PAN / Form No.15H with HUF lower deduction of tax at source PAN / Certificate issued u/s 197(1) has to be under section 193 of the IT Act filed with the Company. However, in case of NCD Holders claiming non- deduction or lower deduction of tax at source, as the case may be, the NCD Holder should furnish either a 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. 2 Non-residents- (Other than For Non-deduction or lower A certificate under section 197 of the IT Act FIIs/FPIs) deduction of tax at source u/s 195 from the Indian Assessing Officer for nil / of the IT Act lower deduction of tax at source by making an application in the prescribed form (i.e. Form No.13.) 3 Life insurance Corporation of Clause vi of Proviso to Section Copy of Registration certificate India 193 4 General Insurance Corporation of Clause vii of Proviso to Section Copy of Registration certificate India, companies formed under 193 Copy of shareholding pattern 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 Life Clause viii of Proviso to Section Copy of Registration certificate issued by Insurance, Max Life Insurance 193 IRDA etc.) 6 Mutual Funds Section 196(iv) read with Copy of Registration certificate issued by Section 10(23D) SEBI / RBI and notification issued by Central Government 7 Government, RBI and corporation Section 196(i),(ii) and (iii) In case of Corporation, Declaration that their established under Central / State income is exempt from tax with applicable Act whose income is exempt from provisions tax 8 Recognized Provident Funds, Section 10(25) and 10(25A) and Copy of Registration and Recognition Recognized Gratuity Funds, CBDT Circular - 18/2017 certificate issued by relevant statutory Approved Superannuation Funds, authorities and income-tax authorities and Employees’ State Insurance Declaration from the funds that their income is Fund etc. exempt u/s 10(25) and 10(25A) 106S. No. Class of Investors Relevant section which grants Documents to be taken on record from TDS exemption Investors 9 New Pension System Trust Section 10(44) read with Section Relevant Registration certificate issued to NPS 196(iii) and CBDT Circular - Trust under section Indian Trusts Act, 1882 18/2017 10 Other entities like Local authority, Section 10(20) etc. read with Declaration that they fall within the relevant Regimental Funds, IRDA etc. CBDT Circular - 18/2017 income-tax section and eligible for income-tax exemption on their income 11 Alternative Investment Funds Section 197A(1F) Copy of Registration certificate issued by (Category I and II) SEBI J. Other Notes a) The above Statement sets out the provisions of law in a summary manner only and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal of Debentures. b) The stated benefits will be available only to the sole/ first named holder in case the Debentures are held by joint holders. c) In respect of non-residents, the tax rates and the consequent taxation mentioned above shall be further subject to any benefits available under the applicable DTAA, if any, between India and the country in which the non- resident has fiscal domicile. d) This Statement does not discuss any tax consequences in the country outside India of an investment in the Debentures. The subscribers of the Debentures in the country other than India are urged to consult their own professional advisers regarding possible income tax consequences that apply to them. e) The above Statement covers only certain relevant direct tax law benefits under the Act and does not cover any indirect tax law benefits or benefit under any other law. f) The above Statement of possible tax benefits is as per the current direct tax laws relevant for the Assessment year 2026-27 i.e. Financial Year 2025-26. taking into account the amendments made by the Finance Act, 2025. Several of these benefits are dependent on the Company or its Debenture Holders fulfilling the conditions prescribed under the relevant tax laws. g) This Statement is intended only to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of tax consequences, each investor is advised to consult his/her own tax advisor with respect to specific tax consequences of his/her investment in the Debentures of the Company. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. J. Other Notes (continued) h) Our views are based on the existing provisions of law and its interpretation, which are subject to changes from time to time. We do not assume responsibility to update the views consequent to such changes. We shall not be liable to any claims, liabilities or expenses relating to this assignment except to the extent of fees relating to this assignment, as finally judicially determined to have resulted primarily from bad faith or intentional misconduct. We will not be liable to any other person in respect of this Statement. i) This Statement does not cover analysis of provisions of Chapter X-A of the Act dealing with General Anti- Avoidance Rules and provisions of Multilateral Instruments. For Sammaan Capital Limited Name: Mr. Nipun Jain Designation: President - Taxation Date: September 26, 2025 Place: New Delhi 107SECTION IV: ABOUT OUR COMPANY INDUSTRY OVERVIEW The information under this section has been derived and extracted from the industry report titled “NBFC Report released in August 2025” prepared by Crisil Intelligence, a division of Crisil Limited on an “as is where is basis” and has not been independently verified by us, the Lead Managers, or any of our or their respective affiliates or advisors. The information may not be consistent with other information compiled by third parties within or outside India. Industry sources and publications generally state that the information contained therein has been obtained from sources it believes to be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed, and their reliability cannot be assured. Industry and Government publications are also prepared based on information as of specific dates and may no longer be current or reflect current trends. Industry and Government sources and publications may also base their information on estimates, forecasts and assumptions which may prove to be incorrect. Accordingly, investment decisions should not be based on such information. Figures used in this section are presented as in the original sources and have not been adjusted, restated or rounded-off for presentation in this Draft Shelf Prospectus. The recipient should not construe any of the contents in this report as advice relating to business, financial, legal, taxation or investment matters and are advised to consult their own business, financial, legal, taxation, and other advisors concerning the transaction. The information in this section must be read in conjunction with “Risk Factors” and “Our Business” on pages 19 and 151 of this Draft Shelf Prospectus. Global economic overview Global economy is expected to grow at 3.0% in CY 2025 and 3.1% in CY 2026 Since April 2025, global uncertainties have remained elevated after the US announced sweeping import taxes on nearly every country. The announcement was followed by a 90 day pause until August 1, 2025 to facilitate country-by-country negotiations on the tariffs. However, only UK and Vietnam were able to strike a trade deal with the US. Post the August 1, 2025 deadline, a universal tariff floor of 10% will be applicable to all imports from counties where the US has a trade surplus (countries to which the United States exports more than it imports), applicable to most countries. A 15% tariff floor will be applicable to around 40 countries with which the US has a trade deficit. Around 26 countries which have excessive trade deficits with the United States are subject to tariffs greater than 15%. Some of these countries include Bangladesh (20%), Indonesia (19%), Malaysia (19%), Pakistan (19%), Switzerland (39%), South Africa (30%), Taiwan (20%), Thailand (19%) and Vietnam (20%). However, for many of these countries, the new tariffs are lower than those announced in April 2025. The new tariffs became applicable from August 7, 2025. According to the International Monetary Fund's (IMF) World Economic Outlook (July 2025), the global economy is expected to experience a slowdown, with real GDP growth projected to decline to 3.0% in calendar year (CY) 2025 and rise to 3.1% in CY 2026, much below the historical (2000-19) average of 3.7%. However, the projections are 20 basis points (bps) higher than that of April 2025 World Economic Outlook and 10bps higher for 2026 reflecting front-loading of imports in anticipation of higher tariffs, lower average effective US tariff rates than announced in April and an improvement in financial conditions due to a weaker US dollar. Global inflation is expected to decrease, albeit at a slower pace than previously anticipated, reaching 4.2% in 2025 and 3.6% in 2026. IMF forecasts inflation to remain above 2% target in the US owing to pass-on of tariffs and impact of weaker dollar on consumer prices in some export sensitive goods. Despite the global uncertainties, the Indian economy will remain one of the fastest growing economies in the world. In fiscal 2024, Indian economy logged a robust 9.2% GDP growth on the back of strong domestic fundamentals and benign inflation. According to the provisional estimates of National Statistics Office (NSO) and Ministry of Statistics and Programme Implementation (MoSPI), the Indian economy logged a GDP growth of 6.5% in fiscal 2025. Crisil Intelligence projects the GDP growth rate to remain steady at 6.5% in fiscal 2026, driven primarily by private consumption, which is expected to recover due to better agricultural prospects, rate cuts by the central bank, reduction in income tax burden and downward revision of GST rates. On the monetary policy front, the US Federal Reserve has cut its benchmark rate by 100 bps between September and December 2024. However, the central bank kept the rates on hold for a fifth straight monetary policy meeting on July 30, 2025 as inflation remained elevated and uncertainty about the economic outlook persists. On the contrary, the European Central Bank has steadily cut refinancing rate by 235 bps since June 2024. The Reserve Bank of India has implemented a total reduction of 100 basis points in the repo rate between February and 108June 2025, shifting its monetary policy stance from accommodative to neutral. Crisil Intelligence expects another rate cut in fiscal 2026, with the exact magnitude and timing dependent on key macroeconomic indicators and the impact of previous rate cuts. Real GDP change (% year-on-year) 9.2 P: 7.6 6.56.5 5.4 5.04.8 4.2 3.23.4 3.4 2.92.8 1.92.0 2.32.1 0.91.01.2 1.11.21.4 1.4 1.4 0.5 0.4 0.2 US EU UK India* China Brazil Mexico 2023 2024 2025P 2026P Projected All data and forecast are as per IMF based on calendar year. *For India, data and forecast are presented on fiscal year basis as per MoSPI and NSO. The GDP for 2024 is First Revise Estimate and for 2025 is Provisional Estimate. The 2026 GDP is Crisil projection Source: International Monetary Fund (IMF World Economic Outlook Update, July 2025), Ministry of Statistics and Programme Implementation (MoSPI), National Statistical Office (NSO), Crisil Intelligence According to IMF, advanced economies, growth is projected to slow to 1.5% in 2025 (vs. 1.8% in 2024), with the United States expected to experience a significant slowdown to 1.9% (vs. 2.8% in 2024). This is attributed to impact of tariffs on demand momentum. The euro area is expected to grow slightly to 1.0%. Emerging market and developing economies are expected to experience a slowdown in growth to 4.1% in 2025 (vs. 4.3% in 2024). Real GDP growth (%) Country 2021 2022 2023 2024 2025P 2026P United States 6.1% 2.5% 2.9% 2.8% 1.9% 2.0% European Union 6.3% 3.5% 0.5% 0.9% 1.0% 1.2% United Kingdom 8.6% 4.8% 0.4% 1.1% 1.2% 1.4% India* -5.8% 9.7% 7.6% 9.2% 6.5% 6.5% China 8.6% 3.1% 5.4% 5.0% 4.8% 4.2% Brazil 4.8% 3.0% 3.2% 3.4% 2.3% 2.1% Mexico 6.0% 3.7% 3.4% 1.4% 0.2% 1.4% P: Projected All data and forecast are as per IMF based on calendar year. *For India data and forecast are presented on fiscal year basis as per MoSPI. Fiscal 2024 GDP is First Revise Estimate and fiscal 2025 GDP is Provisional Estimate. Fiscal 2026 GDP is Crisil Projection. Source: International Monetary Fund (World Economic outlook – April 2025), Ministry of Statistics and Programme Implementation (MoSPI), Crisil Intelligence. Rising per capita GDP With strong GDP growth, Crisil Intelligence forecasts that the per capita income will gradually improve, enabling domestic consumption over the medium term. As per IMF estimates, India’s per capita income (at current prices) is expected to grow annually at 6.2% during fiscal 2026. GDP per capital, current prices (US dollar per capita) Country 2022 2023 2024 2025P 2026P United States 77,801 82,254 85,812 89,105 92,097 Germany 49,725 53,565 54,990 55,911 57,801 United Kingdom 46,234 49,213 52,648 54,949 57,387 India* 2,361 2,547 2,711 2,878 3,136 109China 12,968 12,961 13,313 13,687 14,534 Brazil 9,256 10,350 10,214 9,964 10,216 Mexico 11,284 13,679 14,007 12,692 13,208 P: Projected All data and forecast are as per IMF based on calendar year. * for India data and forecast are presented on fiscal year basis, with fiscal 2024-25 shown in 2024 Source: International Monetary Fund (World Economic outlook – April 2025), Crisil Intelligence. Growth in per capita GDP, current prices (%) 21.2 11.8 8.9 5.7 7.7 6.47.0 7.9 6.56.2 6.2 4.33.83.4 2.71.73.4 4.44.4 2.72.8 2.5 2.4 4.1 -0.1 -1.3 -2.4 -9.4 United States Germany United Kingdom India* China Brazil Mexico 2023 2024 2025P 2026P P: Projected All data and forecast are as per IMF based on calendar year. * for India data and forecast are presented on fiscal year basis, with fiscal 2025-26 shown in 2025 Source: International Monetary Fund (World Economic outlook – April 2025), Crisil Intelligence. Growth in per capital GDP, current prices (% change) Country 2022 2023 2024 2025P 2026P United States 0.1 5.7 4.3 3.8 3.4 Germany -4.9 7.7 2.7 1.7 3.4 United Kingdom -1.1 6.4 7.0 4.4 4.4 India* 4.9 7.9 6.5 6.2 8.9 China 0.7 -0.1 2.7 2.8 6.2 Brazil 16.4 11.8 -1.3 -2.4 2.5 Mexico 10.5 21.2 2.4 -9.4 4.1 P: Projected All data and forecast are as per IMF based on calendar year. * for India data and forecast are presented on fiscal year basis, with fiscal 2025-26 shown in 2025 Source: International Monetary Fund (World Economic outlook – April 2025), Crisil Intelligence An overview of the Indian economy India expected to remain one of the fastest growing economies in the world; boost in domestic consumption to support GDP growth The Indian economy was one among the fastest-growing economies before the pandemic, and this momentum has been sustained even in the post-pandemic era. In the years leading up to the global health crisis, which severely disrupted economic activities, India's economic indicators showed gradual improvement, driven by strong domestic consumption and a reduced reliance on global demand. In May 2025, the National Statistical Office (NSO) Provisional Estimate the country's real GDP grew 6.5% year-on-year in fiscal 2025. In August 2025, the US announced a total tariff of 50% on Indian exports to the US, making them less attractive than exports from peers such as Vietnam and Bangladesh who face relatively lower tariffs. The sectors most impacted by tariffs include textiles, gems and jewellery and the seafood industry. These sectors account for a 25% share of exports to the US. 110To tackle the impact of US tariffs on these sectors and boost private consumption, the government announced a major overhaul in the goods and services tax (GST) by simplifying the structure and introducing two slab systems of 5% and 18%, replacing the previous multi-tiered structure that had slabs of 5%, 12%, 18% and 28%. Crisil Intelligence projects India's real GDP growth at 6.5% in fiscal 2026. Private consumption is poised to be the primary driver of GDP growth in fiscal 2026. Factors such as a healthy monsoon, robust agricultural production, the RBI’s cumulative 100 bps repo rate cut, income tax relief and reduction in GST rates are the key factors that will support private consumption. However, downside risk persists given the global turmoil. Slowing global growth may exert further pressure on export growth. Additionally, the increased uncertainty could hinder private investments as business decisions may be delayed. India’s economy expected to grow at 6.5% in fiscal 2026 250 9.7% 9.2% 12.0% 8.3% 7.6% 10.0% 6.8% 6.5% 6.5% 6.5% 200 8.0% 3.9% 6.0% 150 4.0% 2.0% 100 0.0% -2.0% 50 -5.8% -4.0% 123 131 140 145 137 150 162 177 188 200 -6.0% 0 -8.0% FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25 FY26P (FRE) (PE) GDP(Rs. Tn) Change in GDP % Note: FRE: First Revise Estimate, PE: Provisional Estimate, P: Projected Fiscal 2026 GDP is based on Crisil estimates. Source: MoSPI, NSO, Crisil Intelligence RBI cuts repo rate, supporting domestic growth against external headwinds In fiscal 2023, India experienced a rise in inflation, driven by increasing food and fuel prices. To combat this, the Reserve Bank of India (RBI) raised the repo rate by a cumulative 250 basis points to 6.5%. As inflation eased and moved closer to RBI’s target rate of 4%, the central bank began to shift its monetary policy stance. In February 2025, RBI delivered its first rate cut, decreasing the repo rate by 25 basis points to 6.25%, citing inflation moving closer to its target rate of 4%. In April 2025, RBI delivered another rate cut of 25bps, bringing the repo rate down to 6.0% and changing its stance to ‘accommodative’ from ‘neutral’. The central bank noted that the risks to food inflation are receding on the back of healthy agricultural output. Moreover, the forecast of normal monsoon will support durable decline in food inflation. In a surprise move, the RBI front loaded monetary easing by delivering a jumbo repo rate of 50bps in June 2025 meeting. The central bank changed back its stance to ‘neutral’, while emphasising that monetary policy space to support growth was shrinking. According to Crisil, the rate cuts will be pivotal in supporting domestic growth in fiscal 2026 against external headwinds. Crisil expects another rate cut in fiscal 2026, with the exact magnitude and timing dependent on key macroeconomic indicators and the impact of previous rate cuts. Repo rate in India (%) 1116.50 6.50 6.50 6.50 6.50 6.50 6.50 6.50 6.30 6.25 5.90 5.50 4.90 4.00 4.00 4.00 4.00 4.00 4.00 4.00 4.00 Note: Data as per fiscal year ending 31 March Source: RBI, Crisil Intelligence Trends in key macroeconomic indicators Macro variables FY24 FY25P FY26P Rationale for outlook Budgetary support (in the form of income tax relief and increased allocations for key asset and employment-generating schemes), easing food inflation, lower crude oil prices, and the RBI’s interest rate cuts will bolster growth in fiscal 2026. However, the fiscal impulse to growth is Real GDP 9.2% 6.5%# 6.5%* expected to moderate further due to fiscal consolidation. Investment (y-o-y) prospects hinge on a pick-up in private capex. Risks are tilted to the downside given the US tariff hikes and their impact on global growth and India’s exports. Inflation is likely to move closer to the RBI’s target of 4% on Consumer Price expectations of a normal monsoon, high base effect in food inflation and Index (CPI) 5.4% 4.7%* 4.3% softer global commodity prices. Some uptick is expected in non-food inflation (y-o-y) inflation due to an adverse base. 10-year Yields are expected to ease on the back of the RBI’s rate cuts, softer Government 7.1% 6.7% 6.5% crude oil prices and softer domestic inflation. That said, a rise in gross security yield market borrowings could exert mild upward pressure on yields. (Fiscal end) Fiscal consolidation will be made possible via moderating revenue Fiscal Deficit expenditure thrust, even as capex focus is broadly maintained. On the 5.5% 4.8%^ 4.4%^^ (% of GDP) * receipts front, expectations of strong tax collections and a large dividend from the RBI and other central PSUs will help. Merchandise trade deficit will likely come under pressure, given the CAD (Current tariff war and softening global growth. However, robust services exports Account Deficit as -0.7% -1.0% -1.3% and healthy flow of remittances should help keep the Current Account % of GDP) Deficit (CAD) in the safe zone in fiscal 2026. A manageable CAD would mean limited pressure on the rupee, but global shocks and uncertainty are key risks. Foreign capital flows to Rs/$ (March 83.0 86.6 88.0 India could be impacted by the spillovers from tariff hikes and impart average) volatility to the rupee. That said, India’s healthy macroeconomic parameters will provide some cushion. P – Projected, #NSO provisional estimate, *Crisil estimate, ^Revised estimate, ^^Budget estimate Source: Reserve Bank of India (RBI), National Statistics Office (NSO), Crisil Intelligence Indigenous advantages to result in a stronger economic growth rate in the longer term Household savings higher than world average India's savings rate, measured by gross domestic savings (GDS) as a percentage of GDP increased from 29.8% in 2020 to 32.7% in 2023 owing to savings during the pandemic. However, there has been a decline in household savings which moderated to 32.5% in 2024, yet above the global average of 26.4%. This decline may be attributed to households borrowing at the faster pace than they have been saving since the Covid pandemic, significant retail credit push by lenders, an increased willingness among individuals, particularly the younger demographic, to borrow, and enhanced access to lenders facilitated by technological advancement. Crisil Intelligence expects India to continue being a high savings economy owing to higher gross domestic savings rate as compared to world average. 112India's domestic savings outpace global average, reaches 32.5% of GDP in 2024 Note: The savings rate is in % Source: World Bank, Crisil Intelligence Gross domestic savings trend Mar- Parameters Mar- Mar- Mar- Mar- Mar- Mar- Mar- Mar- Mar- 2024^ (Rs billion) 2015 2016 2017 2018 2019 2020 2021 2022 2023* GDS 40,200 42,823 48,251 54,807 60,004 59,411 57,869 73,631 82,440 92,592 Household sector 24,391 24,749 27,871 32,966 38,446 38,452 45,056 47,423 50,105 54,613 savings Gross financial 12,572 14,962 16,147 20,564 22,637 23,246 30,670 26,120 29,276 34,306 Savings Net financial 36% 45% 41% 40% 39% 40% 52% 36% 27% 28% savings Savings in 62% 53% 57% 59% 60% 59% 47% 63% 72% 70% physical assets Savings in the form of gold and 2% 2% 2% 1% 1% 1% 1% 1% 1% 1% silver ornaments Note: The data is for financial year ending March; Gross financial savings of the household sector include gross financial savings of the quasi- corporate sector. *Final Estimates, ^First Revised Estimates Source: MOSPI, National Accounts Statistics, Crisil Intelligence Rural sector supporting India growth story According to Census 2011, there are about 640,000 villages in India, which are inhabited by about 893 million people. The rural economy is far more resilient today due to increased spends under PM-Kisan scheme, Mahatma Gandhi National Rural Employment Guarantee Act, 2005 and irrigation programmes. Additionally, schemes such as direct benefit transfer (“DBT”), PM Ujwala Yojana for cooking gas, PM Awas Yojana for housing, and Ayushman Bharat scheme for healthcare are supporting growth in rural areas. To supplement this, there has been a continuous improvement in rural infrastructure, such as electricity and roads. These government initiatives have led to lesser leakages and higher incomes in the hands of the rural populace, thereby enhancing their ability and willingness to spend on discretionary products and services. The structural changes, combined with a positive macro environment, are expected to improve rural business prospects, provide business opportunities for the banking and financial services sector and drive the long- term growth of the economy. India’s rural segment has been a key driver of the country’s consumption growth story in recent years. In the past decade, the rural segment in India has expanded at a rapid pace, driven by factors, such as rising disposable income, urbanisation, and the proliferation of e-commerce. The government aims to fuel rural growth through decentralised planning, better access to credit, skilling of youth, enhanced livelihood opportunities, empowerment of women, social security net provision, basic housing, education, 113 4 3 .4 3 9 .8 3 2 .5 3 0 .4 2 9 .4 2 7 .2 2 5 .4 2 3 .8 2 0 .9 1 7 .9 W o r ld 1 4 a .3 v e r a g e 1 : 2 3 .7 6 .4health and sanitation facilities, etc. Additionally, e-commerce has been a significant contributor to the growth of rural areas. The e-commerce market in India has grown exponentially in recent years. This growth can be attributed to increased internet penetration, the proliferation of smartphones, and the convenience offered by online shopping. India has the largest population in the world As per the report published (in July 2020) by National commission on population, Ministry of Health & Family Welfare report, India’s population in 2011 was 1.21 billion, comprising nearly 246 million households. It should be noted that decadal growth rate during 2001-2011 stood at 17%. This is estimated to have fallen to 12% during 2011-2021 and is likely to decline further to 9% during 2021-2031. However, with 1.47 billion estimated population in 2030, India will continue to be a major opportunity market from demand perspective. Additionally, as per United Nations Department of Economic and Social Affairs, India has overtaken China as the world’s most populous country in April 2023. India’s population growth trajectory (billion) 1.47 1.36 1.21 1.03 0.85 0.55 1971E 1991E 2001E 2011E 2021P 2031P Note: P – Projected, E – Estimates Source: Census of India 2011 (July 2020 update), Ministry of Health and family welfare, Crisil Intelligence Favourable demographics India is also one of the countries with the largest youth population, with a median age of 28 years. About 90% of Indians are aged below 60 years. It is estimated that 64% of this population is aged between 15 and 59 years. Crisil Intelligence expects the existence of a large share of working population, coupled with rapid urbanisation and rising affluence, will propel growth of the Indian financial services sector. India’s demographic division (share of different age groups in India’s population) 8% 9% 10% 11% 13% 61% 63% 64% 65% 65% 31% 28% 26% 24% 22% 2011E 2016E 2021E 2026P 2031P 0-14 years 15-59 years 60+ years Note: P – Projected, E – Estimates Source: Census of India 2011 (July 2020 update), Ministry of Health and family welfare, Crisil Intelligence Rise in urbanisation Urbanisation is a key growth driver for India, as it leads to faster infrastructure development, job creation, development of modern consumer services, and the city’s ability to mobilise savings. The share of urban population in total population has been consistently rising over the years and is expected to reach 36% by 2025 from 31% in 2011, spurring more demand. Urban consumption in India has shown signs of improvement and given the country’s favourable demographics, coupled with rising disposable incomes, the trend is likely to continue and drive domestic economic growth. 114Urbanisation in India 37% 36% 35% 34% 33% 32% 32% 31% 2011E 2013E 2015E 2018E 2020E 2023E 2025P 2030P Note: P – Projected, E – Estimates Source: Census of India 2011 (July 2020 update), Ministry of Health and family welfare, Crisil Intelligence Overview of NBFC sector NBFCs in goldilocks zone despite short-term turbulence Wholesale credit dominates the lending share of both banks and NBFCs Outstanding book by lender (FY25) Oustanding exposure (FY25) NBFCs, 55% 48trillion, 61% 24% Banks, 45% 154trillion, 39% 76% NBFC Bank NBFCs Banks Retail Wholesale Note: 1. The above representation of bank credit is exclusive of agriculture credit and onward lending to non-banks 2. Numbers in the presentation are adjusted for the HDFC limited and HDFC Bank merger for like-for-like comparison Source: Reserve Bank of India (RBI), company reports and Crisil Intelligence As of the end of fiscal 2025, the financing market, including banks (excluding agriculture credit) and non-banking financial companies (NBFCs)/housing finance companies (HFCs), was estimated at Rs 202 trillion. Banks accounted for ~76% of the pie with a loan portfolio of Rs 154 trillion, while NBFCs/ HFCs constituted ~24% with Rs 48 trillion. The portfolio of NBFCs/HFCs—excluding Power Finance Corporation (PFC) and Rural Electrification Corporation (REC), two major government infrastructure finance companies—is likely to remain skewed towards retail, with a share of 58%. In fiscal 2025, the credit growth of NBFCs slowed to 18%, compared with 20% in fiscal 2024 due to moderation in unsecured loans, including loans in microfinance, personal and consumer durables. The moderation in unsecured loans can be attributed to its rapid expansion over the past few fiscals and concerns pertaining to overleveraging, which can impact asset quality. As a result, the RBI intervened in November 2023 to slow down the growth of unsecured retail loans by tightening capital norms. Credit at NBFCs clocked a compound annual growth rate (CAGR) of 14% between fiscals 2020 and 2025. Credit growth picked up pace in fiscal 2023 after a slowdown due to pandemic-related disruptions in fiscals 2021 and 2022. In fiscal 2024, the financing market was valued at Rs 179 trillion, with banks accounting for Rs 138 trillion and NBFCs, Rs 41 trillion. In fiscal 2024, NBFCs recorded a 20% credit growth, driven by auto loans, personal loans, housing finance and 115microfinance in the retail segment and micro, small and medium enterprises (MSMEs) and infrastructure financing in the wholesale segment. Momentum in retail-driven credit expansion of NBFCs to continue 20.5% 18.9% 18.0% 17-18% 16.6% 16.3% 15.0% 11-12% 10.5% 11.0% 9.6% 14.0% 6.4% 6.7% 12.0% 11.1% 10.5% 8.6% 6.0% 5.4% -1.2% FY20 FY21 FY22 FY23 FY24 FY25 FY26P Nominal GDP P: Projected Note: Historical credit growth numbers adjusted for the merger of HDFC Ltd with HDFC Bank for fair comparison Source: RBI, National Housing Bank (NHB), Ministry of Finance, company reports and Crisil Intelligence Despite global uncertainties and high US tariffs, India is expected to remain one of the fastest growing economies in the world. As per the National Statistics Office’s Provisional Estimates, India recorded a GDP growth of 6.5% in fiscal 2025. In the first quarter of fiscal 2026, India’s GDP printed at a five-quarter high of 7.8%. Domestic private consumption growth strengthened, boosting both manufacturing and services. Higher government spending in the first quarter contributed to a sharp rise in government consumption expenditure and healthy fixed investment growth. Additionally, export growth was fuelled by the front-loading of goods exported in anticipation of higher US tariffs. In August 2025, the US announced a total tariff of 50% on Indian exports to the US, making them less attractive than exports from peers such as Vietnam and Bangladesh who face relatively lower tariffs. The sectors most impacted by tariffs include textiles, gems and jewellery and the seafood industry. These sectors account for a 25% share of exports to the US; MSMEs have ~70% share in these sectors. To tackle the impact of US tariffs on these sectors and boost private consumption, the government announced a major overhaul in the goods and services tax (GST) by simplifying the structure and introducing two slab systems of 5% and 18%, replacing the previous multi-tiered structure that had slabs of 5%, 12%, 18% and 28%. Under the new structure, 99% of items will move from the erstwhile 12% slab to the lower 5% bracket, while 90% of goods in the 28% category will shift to 18%. The new structure is expected to boost domestic consumption and support MSMEs. Crisil Intelligence projects India's real GDP growth at 6.5% in fiscal 2026, but with a downside risk given the global turmoil. Slowing global growth may exert further pressure on export growth. Global growth is expected to slow down to 2.9% in 2025 from 3.3% in 2024, according to S&P Global. Additionally, the increased uncertainty could hinder private investments as business decisions may be delayed. Private consumption is poised to be the primary driver of GDP growth in fiscal 2026. Factors such as a healthy monsoon, robust agricultural production, the RBI’s cumulative 100 bps repo rate cut, income tax relief and reduction in GST rates are the key factors that will support private consumption Credit growth to remain rangebound in fiscal 2026 In fiscal 2025, NBFCs, including PFC and REC, recorded a robust credit growth of 18% on-year, albeit slower than the 20% recorded in fiscal 2024. The overall credit growth rate of NBFCs is projected to remain high and range-bound at 17-18% in fiscal 2026 owing to moderation in the growth rate of gold loans, changes in the global macroeconomic scenario impacting education loans, slowdown in infrastructure loan disbursements due to completion of the Liquidity Infusion Scheme and Late Payment Surcharge Rules. Auto loans, personal loans, consumer durables, and corporate and real estate loans are projected to witness a pick-up in loan growth, while housing and MSME loan growth are forecast to remain range bound. 116In fiscals 2026 and 2027, the retail segment will drive credit growth, although growth in unsecured lending is expected to pick up as asset quality issues abate. In February 2025, the RBI rolled back the 25% increase in risk weights on bank exposures to NBFCs, effectively reinstating the previous levels determined by external credit ratings. The revision took effect from April 1, 2025, and is expected to boost credit growth from banks to NBFCs, with a positive ripple effect on the overall credit flow to the retail segment in fiscal 2026. Furthermore, upon review, the RBI excluded microfinance loans from the 125% risk weight applied to consumer credit, subsequently restoring it to 100%. Additionally, the RBI has proactively taken steps in multiple segments and issued new guidelines relating to co-lending, securitisation, lending against gold and silver collateral, digital lending and pre-payment charges on loans. The value of these guidelines is expected to unlock over the current and next year in the form of improved underwriting and loan growth. In fiscal 2025, in the retail segment, gold loans recorded robust growth owing to higher prices. Growth in housing loans remained broadly stable, while the auto loan book normalised. Microfinance loans recorded a dip due to overleveraging. On the other hand, real estate and corporate loans, construction equipment and infrastructure financing in the wholesale segment logged loan growth, while MSME loans continued their high double-digit growth rate despite some moderation. The retail segment witnessed an improvement in the gross non-performing assets (GNPAs) in fiscal 2025, except for microfinance, which was impacted by overleveraging by underlying borrowers. Housing, personal loans, vehicle and gold loans saw asset quality improve, supported by a resilient underlying customer base from the impact of high interest rates, tighter monitoring and collection efforts by NBFCs. Moderation in the unsecured retail segment weighs on credit growth, while the wholesale segment remains resilient Share of retail vs wholesale segments in Credit growth of retail vs wholesale NBFCs segments 23.0% 22.1% 20.1% 19-20% 18-19% 59% 59% 57% 55% 54% 55% 55% 55% 19-20% 13.2% 13.7% 18.4% 17-18% 15.6% 8.0% 12.4% 8.8% 41% 41% 43% 45% 46% 45% 45% 45% 5.8% 5.0% FY20 FY21 FY22 FY23 FY24 FY25 FY26PFY27P Retail Wholesale FY20 FY21 FY22 FY23 FY24 FY25 FY26P FY27P Retail Wholesale P: Projected Note: 1) Retail includes housing, vehicle, gold, microfinance, personal, consumer durables and education loans 2) Wholesale includes MSME, real estate and large corporate, infrastructure and construction equipment loans Source: Industry and Crisil Intelligence In fiscal 2025, the retail segment's share in the lending mix is estimated to have declined marginally to 45%, while that of wholesale is likely to have increased to 55%. The share of both segments is expected to sustain in fiscals 2026 and 2027 as well. The growth rate in the retail segment is likely to rise moderately to 17-18% in fiscal 2026, driven by growth in housing, vehicle, personal loans and consumer durable loans. However, NBFCs are expected to maintain a cautious approach on microfinance due to the ongoing asset quality concerns. The growth of gold loans is expected to normalise after clocking 117an exceptional growth in fiscal 2025. In contrast, the wholesale segment's growth rate is projected to moderate due to an expected slowdown in infrastructure disbursements. Nevertheless, MSME loans are expected to remain range-bound, while corporate and real estate loans are expected to see an uptick. In fiscal 2024, the retail segment's share in the lending mix increased to 46%, driven by strong credit growth over the past two years. The wholesale segment also saw a healthy credit growth of 18%. The trends were a continuation of the patterns observed in fiscal 2023 when the retail and wholesale segments expanded 22% and 12%, respectively. Growth in the wholesale segment was driven by MSME loans in fiscal 2023, which was further aided by a steady rise in infrastructure financing. Historically, the retail segment led growth in the NBFC sector, while the wholesale segment logged low-single-digit growth between fiscals 2021 and 2022. Break-up of retail and wholesale NBFC credit (fiscal 2025) Wholesale credit Retail credit Construction Consumer Real estate equipment durables and corporate Education 2% 2% 8% 3% MFI 7% Gold Housing 10% 35% Infrastructure (including PFC and Personal MSME REC) loans 42% 48% 17% Vehicle loans 26% Source: RBI, company reports and Crisil Intelligence Secured lending segments aided NBFC credit growth momentum in fiscal 2025 Unsecured loans to grow, albeit at a slower pace, to calibrate underlying stress Secured v/s unsecured retail loan Secured v/s unsecured share in the retail growth portfolio 48% 100% 41% 90% 34% 35% 80% 22-23% 8167 00 %% % 81% 77% 73% 70% 71% 71% 70% 18% 17% 18-19% 15% 50% 8% 8% 9% 16-17%17-18% 40% 12% 30% 8% 1912 00 %% % 19% 23% 27% 30% 29% 29% 30% FY20 FY21 FY22 FY23 FY24 FY25 FY26PFY27P 0% FY20 FY21 FY22 FY23 FY24 FY25 FY26P FY27P Secured credit (y-o-y growth %) % share of unsecured % share of secured Unsecured credit growth (y-o-y growth %) P: Projected 118Note: For calculation of unsecured retail loans given by NBFCs, segments such as personal, microfinance, consumer durable loans and unsecured proportion of education loans are considered Source: RBI, NHB, Microfinance Institutions Network (MFIN) and Crisil Intelligence In fiscal 2025, the retail portfolio of NBFCs is estimated to have grown 16% on-year to Rs 22 trillion. Within the portfolio, the unsecured category expanded rapidly in the past five fiscals. The surge raised concerns about underlying risks, prompting the RBI to issue the November 2023 circular requiring lenders to keep higher capital buffers against such exposures. This led to a slowdown in credit in the second half of fiscal 2024, which continued into fiscal 2025. The impact was evident in microfinance and personal loans, driven by overleveraging, higher inflation and stagnant income, which impaired the borrowers' repayment capability. Overleveraging at the borrower’s end augments asset quality vulnerability. This is exacerbated in unsecured lending, where there is no recourse to collateral. Consequently, the loss, given the default, is high. Hence, NBFCs lowered their exposure to unsecured loans in fiscal 2025. Crisil Intelligence project the unsecured lending segment's share to remain stable at 29% in fiscal 2026 and rise to 30% in fiscal 2027, supported by loan growth recovery in microfinance, following a considerable credit decline in fiscal 2025. To manage overleveraging in microfinance, the MFIN announced a cap of three microfinance lenders and maximum retail unsecured loan indebtedness of Rs 0.2 million per borrower, effective from April 1, 2025. In anticipation of these guidelines, lenders cautiously lowered their exposure in fiscal 2025 to fulfil the applicable criteria, leading to a decline in the loan book. Personal loans and consumer durable loans are also expected to pick up in fiscal 2026 and 2027 due to GST cuts and rising private consumption. As a result, Crisil Intelligence expect the unsecured segment’s growth rate to increase to 18-19% in fiscal 2026, and that of the secured segment to remain range-bound at 16-17%, driven by moderation in gold loan growth following a very high growth in fiscal 2025. Between fiscals 2021 and 2024, the secured segment logged a CAGR of 13%. In contrast, the unsecured segment clocked a CAGR of 26% as NBFCs expanded their reach to new-to-credit customers and Tier 2 and lower-tier cities. The low savings rate of 5.2% by Indian households as of fiscal 2024, on account of higher financial liabilities, indicates a debt-driven consumption-led post-pandemic recovery. The emergence of financial technology companies (fintech) has played a key role in the growth of the unsecured segment. Fintechs have been at the forefront of innovative lending practices, often catering to segments that traditional financial institutions might not reach. Retail loans to continue steady growth momentum in fiscal 2026 and 2027 119P: Projected Source: Company reports, Crisil Intelligence Housing finance: In fiscal 2025, the sector recorded 14% credit growth, led by prime housing-focused HFCs, while that in the affordable housing-focused HFCs saw a slight moderation due to the impact of high interest rates on their underlying customer base. The growth in housing credit was supported by rising disposable income, salaried class appetite for home loans being relatively insulated from the impact of high repo rate and sustained demand from Tier II and III cities. Crisil Intelligence expects the housing loan book growth of HFCs/ NBFCs to rise moderately to 14-15% in fiscal 2026 as the repo rate cut on lending rates will boost home loan demand. In addition, the recent allocation of Rs 30 billion to the Interest Subsidy Scheme under the Pradhan Mantri Awas Yojana for fiscal 2026 will boost growth in the sector. Vehicle finance: The vehicle finance segment of NBFCs experienced growth between fiscals 2020 and 2025, clocking a CAGR of 13.9%, compared with 14.5% for overall vehicle finance advances. In fiscal 2025, NBFCs' vehicle finance portfolio expanded 16.4%, outpacing the industry growth rate. Crisil Intelligence estimates that overall vehicle finance advances will increase 13-14% in fiscal 2026, with NBFCs’ vehicle finance advances anticipated to grow at a rate of 16- 17%. The growth drivers for this segment include improved market sentiment, reduced borrowing costs, an expected increase in government capital expenditure and rising preference for used vehicles. In addition, replacement demand for commercial vehicles, premiumisation in passenger vehicle (PV) and the two-wheelers segment (TW) and a pick-up in demand for tractors and TW are expected due to the anticipated above-normal rainfall, which will support the vehicle finance segment. Gold finance: The NBFCs gold loan segment experienced a 28.2% growth in fiscal 2025, driven by the rise in gold prices. Further, NBFCs tightened underwriting standards for unsecured and microfinance advances, which led to expansion in gold loans. In fiscal 2025, the average gold prices of past 12 months increased 28% as of June 2025. The combined tonnage growth of the top two key gold loan NBFCs increased 4.9% on-year, while the combined active gold loan customer base increased 8.3% on-year, indicating strong demand for gold loans. Crisil Intelligence anticipates that the gold loan segment of NBFCs will experience a growth rate of 24-26% in fiscal 2026, driven by anticipated increase in gold prices, the revised loan-to-value (LTV) norms, and the relaxation of underwriting standards for loans, with a ticket size of up to Rs 250,000. Microfinance: The non-banking financial companies-micro finance institutions (NBFC-MFIs) clocked a CAGR of 15% between fiscals 2020 and 2025 in microfinance advances. However, in fiscal 2025, the industry's growth slowed down 120considerably, with credit outstanding of NBFC-MFIs declining 13.7% due to factors such as environmental challenges, increasing indebtedness of borrowers and state-level challenges. According to Crisil Intelligence, NBFC-MFIs are expected to grow at a slow pace of 2-5%, driven by tighter underwriting standards, a focus on stable operations and prudent lending practices. The growth drivers for this expectation include the introduction of additional measures by the MFIN, such as limiting the number of microfinance lenders to three per borrower and capping overall indebtedness to borrowers, and the modification to the qualifying asset norms by the RBI, which is expected to result in diversification of the loan portfolio. MSME finance: MSME lending has undergone a significant transformation in recent years, with banks and NBFCs intensifying their focus on this segment. The rise of digital lending, government-backed initiatives, a thriving economy and the increasing adoption of formal credit channels have led to growth. The shift towards the assessed income-based underwriting model has further boosted lending to MSMEs customers, who were unable to provide collateral and adequate income proof documents due to their nature of business. Consequently, NBFC credit to MSMEs grew a robust 26% in fiscal 2025. Crisil Intelligence projects that NBFCs will drive the growth of MSME credit, which is projected to grow 26-28% in fiscal 2026 as domestic demand continues to rise following rate cuts and lower GST rates. Real estate and corporate finance: NBFCs/HFCs have been reducing their wholesale portfolios and focusing on the retail business because of asset quality issues. However, those continuing to expand their wholesale portfolios have reported steady growth, leading to an 8% loan growth in fiscal 2025. Crisil Intelligence projects the wholesale book of NBFCs to grow at 11-13% in fiscal 2026 as the pass on of cumulative repo rate cut of 100 bps between February to June 2025 is expected to increase real estate sales and revive new project launches, thereby supporting the growth of the wholesale book. Infrastructure finance: The infrastructure book of NBFCs grew 16.7% in fiscal 2025, driven by investments in renewable power and transmission and distribution (T&D) sectors, which saw a significant pickup in demand. This growth momentum is expected to moderate in fiscal 2026, with a projected 12-13% growth, led by the continued expansion of the power sector and an anticipated pickup in the non-power capital expenditure, such as construction. The 11.6% increase in budgetary allocation for infrastructure to Rs 10.7 trillion is expected to provide a boost to infrastructure investment in fiscal 2026. However, the growth rate is expected to be slightly moderated than the previous year, owing to higher repayments and certain government schemes nearing completion thereby moderating the disbursals. Improvement in asset quality for unsecured, supported by write-offs Notes: 1) P – Projected, NM – Not meaningful 2) Asset quality of real estate and corporate loans is not meaningful due to the addition of contractual moratoriums, extension of date of commencement of commercial operations, one-time restructuring and player strategy to downsize the wholesale portfolio Source: Company reports, Crisil Intelligence 121Housing finance: The housing portfolio of HFCs has demonstrated a positive trend, with a decline in GNPAs since fiscal 2021, indicating an improvement in asset quality. In fiscal 2025, the GNPA ratio of the housing portfolio is estimated to have decreased 23 bps to 1.2%, attributable to the resilience of customers of prime HFCs, along with intensified efforts to improve collection efficiency by closely monitoring early delinquencies (Days past due: +1 day). Crisil intelligence projects GNPA to increase marginally to 1.3-1.4% in fiscal 2026, with stress arising from customers in the sectors, such as textiles, jewellery, footwear, handicrafts and agriculture, which are highly impacted by reciprocal tariff by the US. However, the pass of rate cut benefit on lending rates should alleviate downside risk to asset quality. Crisil Intelligence projects GNPA to remain range bound in fiscal 2027. Vehicle finance: In fiscal 2025, asset quality initially declined due to delayed government expenditure and extreme weather conditions, with the combined GNPA ratio, specifically for auto finance portfolio, for the top four auto finance NBFCs increasing to 4.6% by December 2024, before improving to 4.2% by the end of the fiscal. The ratio further increased to 4.3% by the quarter ending June 2025. According to Crisil Intelligence estimates, the overall asset quality of auto finance companies is expected to remain stable in fiscal 2026, with the overall GNPA ratio of auto finance NBFCs anticipated to be within the range of 3.3-3.5% compared with 3.5% in fiscal 2025. The growth drivers for this stability include the expected pickup in government and private capital expenditure that is likely to result in better capacity utilisation and realisation, and the above-normal rainfall predicted by the India Meteorological Department (IMD), which is expected to maintain healthy rural cash flows due to the improved agricultural output. Gold finance: The asset quality of gold loan finance NBFCs has been a concern in the past, with the GNPA ratio rising to 3.2% by September 2024. This deterioration was primarily attributed to a delayed auction process, which was a result of key NBFC players adopting a customer-centric approach that prioritised the sentimental value attached to the gold holdings by their customers, thereby leading to a temporary increase in GNPAs. However, the asset quality showed a modest improvement by the end of fiscal 2025, with the GNPA ratio declining to 2.6%, and further improving to 2.1% as of June 2025, driven by recoveries and an increase in the gold loan portfolio. According to Crisil Intelligence, the asset quality is expected to remain stable in the current fiscal, with a projected GNPA ratio of 2.2-2.4%, driven by the implementation of revised guidelines, which are expected to have a positive impact on the industry over the long term. Microfinance: In fiscal 2025, the microfinance industry experienced a decline in asset quality, with the PAR 90+ increasing to 5.4% as of March 2025, driven by factors, such as the general election, heatwaves, extended rainfall and overleveraging among borrowers. In response to these challenges, the MFIN has proposed self-regulatory measures, including limiting the number of lenders per borrower to three, and considered unsecured retail loans, while capping total indebtedness of the borrower. In fiscal 2026, Crisil Intelligence estimates asset quality to improve, with GNPAs declining to 3-4% by the end of the fiscal, driven by increased write-offs and a reduction in overleveraging among borrowers following the implementation of stricter guidelines by the MFIN in April 2025. However, potential risks to asset quality include the introduction of the Tamil Nadu ordinance and the Bihar elections, which will be closely monitored. MSME finance: In March 2021, the asset quality of MSME loans deteriorated as the pandemic impacted borrowers’ incomes, leading to a rise in GNPAs. However, with continued improvement in economic activity, better collection efficiency and strong credit growth, GNPAs decreased to 3.5% in fiscal 2025. Crisil Intelligence projects GNPAs in the range of 4-5% in fiscal 2026 due to stress arising on few MSME sectors from the US tariffs. Real estate and corporate finance: Crisil Intelligence anticipates continued high stress in the wholesale book, driven by contractual moratoriums and the extension of the date of commencement of commercial operations. The wholesale GNPAs of NBFCs/HFCs moderated marginally in fiscal 2025, owing to recoveries and write-offs. However, for a few players, GNPAs were in the high double-digits because of a continued decline in the wholesale book and no new disbursements. Infrastructure (including PFC and REC) finance: Most of the borrowers of PFC, REC and Indian Renewable Energy Development Agency (IREDA) are state-owned generation and T&D entities covered by state government guarantees. Hence, delinquencies are restricted. GNPAs of PFC, REC and India Infrastructure Finance Company Ltd (IIFCL) fell 140 bps, 136 bps and 5 bps, respectively, in fiscal 2025, owing to effective resolution of stressed assets. The industry GNPA dropped 122 bps to 1.66% in fiscal 2025 from 2.88% in fiscal 2024. In fiscal 2026, the infrastructure loan book of NBFCs is expected to see continued improvement in asset quality, with GNPAs projected to remain stable in the range of 1.4-1.5% of gross outstanding loans. This optimistic outlook is supported by the consistent resolution of non- performing loans by large NBFC-IFCs and the anticipated resolution of additional accounts in the near term. Further, the GNPAs of PFC and REC have been declining, providing additional evidence of the improving asset quality in the sector 122Share of debt mutual fund investment in NBFCs rose 30 bps in the first quarter of fiscal 2026 17.6% 15.9% 16.6% 11.3% 11.0% 10.5% 10.2% 10.4% 9.3% 9.4% 1.80 2.24 2.17 1.38 1.49 1.70 1.46 1.90 2.47 2.77 FY17 FY18 FY19 FY20 FY21 FY 22 FY23 FY24 FY25 YTD May 25 Debt mutual funds exposure to NBFCs (Rs trillion) Share of investment to NBFCs in debt mutual funds exposure Note: Exposure refers to to debt mutual funds’ investments in non-convertible debentures (NCDs) and commercial papers (CPs) issued by NBFCs Source: Securities and Exchange Board of India, Crisil Intelligence Debt mutual funds’ investment in NBFCs reached Rs 2.47 trillion in fiscal 2025, surpassing the levels seen prior to the NBFC crisis of 2019. Following the crisis, mutual funds have been cautious about investing in NBFCs, with exposure declining to 9.4% in fiscal 2023 from ~17.6% in fiscal 2018. Between April and May 2025, debt mutual fund exposure to NBFCs reached an all-time high of Rs 2.77 trillion, as NBFCs raised funds through NCDs and CPs at competitive rates. Moreover, amid the declining interest rate scenario, investors opted for mutual funds seeking better returns relative to banks’ term deposits. As of May 2025, debt mutual funds’ investments in CPs stood at Rs 1.35 trillion and in NCDs at Rs 1.42 trillion. The share of investment to NBFCs in debt mutual funds exposure rose to 11.3% as of May 2025, an increase of 30 bps compared with March 2025. Since fiscal 2023, debt mutual funds’ investment in CPs and NCDs picked up, supported by healthy balance sheets of NBFCs along with improvements in asset quality and credit momentum. Also, the RBI’s regulatory intervention and continuous monitoring of NBFCs increased confidence in the segment. NCD issuances reach record levels Issuances remain high in the first quarter of fiscal 2026 NCD issuances by NBFCs(Rs billion) 1,380 1,056 1,103 1,070 878 897 681 754 773 780 540 569 181 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 FY23 FY24 FY25 FY26 Note: The above data represents the trend for 180 NBFCs forming more than 95% of the loans and advances of the estimated NBFC sector outstanding 123Source: F’ track, monthly portfolio disclosures by mutual funds, Crisil Intelligence In the first quarter of fiscal 2026, NCD issuances by NBFCs reached a record Rs 1,380 billion as NBFCs tapped capital markets to raise funds at competitive rates compared with funding from banks. In fiscal 2025, NCD issuances remained buoyant, increasing 3% on-year, excluding the Rs 460 billion NCD issued by HDFC Ltd in the first quarter of fiscal 2024, prior to its merger with HDFC Bank, effective July 2023. Notably, NCD issuances surged to Rs 1,103 billion in the second quarter of fiscal 2025, marking a four-quarter high. This was largely attributed to the rising expectations of the RBI pivoting towards rate cuts, in line with major central banks including the European Central Bank and the US Federal Reserve. However, issuances slowed to Rs 780 billion in the third quarter as several high-rated NBFCs resorted to overseas borrowing, as the Monetary Policy Committee (MPC) of the RBI stood pat on interest rates with inflation remaining above its target. In the final quarter of fiscal 2025, NCD issuances rebounded 29% sequentially to Rs 1,070 billion, largely driven by the MPC cutting the repo rate in February 2025, which made NCD issuances an attractive funding option. RBI's Co-lending initiative to support affordability and outreach of capital On August 06, 2025, RBI released directions on Co-Lending Arrangements (CLA) amidst growing traction in such arrangements among Regulated Entities (REs) and to broaden the scope of the extant guidelines which are applicable only to CLA between banks and NBFCs for priority sector loans. The new directions will be applicable to all CLA between all REs, including non-priority sector co-lending, and are aimed at providing specific regulatory clarity on the permissibility of such arrangements and addresses prudential and conduct related aspects. Gearing comfortable across NBFCs Comfortable gearing provides cushion for accelerated growth 5.0 4.6 4.5 4.2 4.3 4.2 FY20 FY21 FY22 FY23 FY24 Reported Gearing Average Gearing for the period Note: 100 NBFCs covered (including HFCs) constituting 70% of the total NBFC market size (excluding PFC, REC and HDFC) Source: Crisil Intelligence RBI delivered a cumulative repo rate cut of 100 basis points (bps) between February and June 2025 providing some respite to NBFCs borrowing costs and enable them to diversify their funding sources. In fiscal 2025, NBFCs navigated the high interest rate environment by exploring alternative funding sources, such as capital market issuances and external commercial borrowings (ECBs) to support their growth plans. The easing of monetary cycles worldwide ahead of domestic interest rates during fiscal 2025 enhanced the appeal of ECBs, which gained a larger share in the funding mix of companies. Looking back, the RBI's risk weight circular, introduced in response to the exuberant growth of unsecured lending, had a significant impact on NBFCs in fiscal 2024. The circular increased the risk weights of all consumer loans for both banks and NBFCs, excluding loans on housing, vehicle, education, and gold, by 25%. This led to an impact of ~85 bps on capital adequacy for banks, while the impact was as high as ~200-400 bps for key NBFCs operating in the consumer lending segments. Larger NBFCs rated A- and above, operating in these segments, also faced an additional impact on their borrowing cost from bank funding, as capital cost for the same increased for banks. However, RBI reinstated the original risk weights on bank exposures to NBFCs effective April 1, 2025. This is expected to unlock better funding opportunities and more competitive pricing from banks as the risk weights are linked to the external credit ratings. This 124move is likely to stimulate lending from banks to NBFCs, enhancing funding diversity and providing a much-needed boost to the sector. Prior to that, in fiscal 2024, NBFCs had undergone a deleveraging phase, becoming cautious in lending to preserve asset quality, which constrained the growth of assets under management (AUM). As a result, gearing declined to 4.2x as of March 2024 from 5.0x as of March 2020. The decline was further supported by healthy internal accruals post the pandemic, which was a result of pent-up credit demand and a low-interest rate environment. Profitability for fiscal 2024 stays resilient even as COF inches up Net interest margin protected by marginal pass on of rising interest rates in fiscal 2024 Note: 100 NBFCs covered (including HFCs) constituting 70% of the total NBFC market size (excluding PFC, REC and HDFC) Source: Company reports, Crisil Intelligence NBFCs saw historically highest return on assets during fiscal 2024 on account of faster pass-on of interest rates hike on asset side compared to the increase in funding cost. The RBI raised the repo rate to 6.50% in February 2023, where it remained unchanged until February 2025, when a 25-bps cut was implemented, marking the first reduction since May 2020. The borrowing costs, yields, and spreads of large, medium-sized, and small NBFCs have historically exhibited significant variations. In fiscal 2024, NBFCs demonstrated varying degrees of success in passing on the interest rate hikes to their borrowers. Notably, small NBFCs, including NBFC-MFIs and AHFs, which typically possess stronger pricing power, increased their interest income to average assets by a substantial 110 bps. During the same period, NBFCs of all sizes experienced a rise in their cost of funds, with medium and small NBFCs bearing the brunt of the increase. In terms of gearing, large and small NBFCs witnessed a decline, while medium NBFCs saw a marginal increase in fiscal 2024 compared to the previous year. The impact of these changes on NIMs varied across the three groups. Medium NBFCs experienced a marginal 30 bps increase in NIM, driven by a slight rise in gearing and an insignificant change in spreads. In contrast, small NBFCs saw a 50 bps increase in NIM, driven by a decline in gearing and a proportionate rise in spreads. 125The Return on Assets (RoA) of medium and small NBFCs witnessed the most significant improvement, rising by 50 basis points each in fiscal 2024. Large NBFCs also saw a notable increase in RoA, albeit to a lesser extent, with a 30 basis point rise during the same period. The key driver of this improved profitability was the greater increase in yields compared to the rise in COF across all NBFCs, which supported their bottom line in fiscal 2024. During the same period, large and small NBFCs benefited from a decline in credit costs, whereas medium NBFCs faced a 10 basis point increase in credit costs, marking a divergent trend among the three groups Scale-wise drivers of NIM 1) Spreads Spreads (%) 7.3% 7.0% 7.0% 6.3% 6.2% 6.0% 5.9% 6.0% 6.0% 6.0% 5.7% 5.7% 5.7% 5.5% 5.2% FY20 FY21 FY22 FY23 FY24 Large NBFCs Medium NBFCs Small NBFCs Note: 1) Yield is calculated as interest income as a percentage of average of current and previous year gross loanbook 2) COF is calculated as interest expense as a percentage of average of current and previous year borrowings 3) Spreads is the difference between yields and COF 4) Large NBFCs are defined as those having loanbook greater than Rs 500 billion, medium-size NBFCs are defined as those with loanbook smaller than Rs 500 billion and larger than Rs 100 billion and small NBFCs are defined as those with loanbook smaller than Rs 100 billion 5) 100+ NBFCs covered (including HFCs) constituting 70% of the total NBFC market size (excluding PFC, REC and HDFC) Source: Company reports, Crisil Intelligence 2) Gearing Gearing 5.9 5.4 5.0 4.9 4.7 4.3 3.9 3.9 4.0 3.7 3.4 3.1 2.7 2.7 2.5 FY20 FY21 FY22 FY23 FY24 Large NBFCs Medium NBFCs Small NBFCs Note: 1) Large NBFCs are defined as those having loanbook greater than Rs 500 billion, medium-size NBFCs are defined as those with loanbook smaller than Rs 500 billion and larger than Rs 100 billion and small NBFCs are defined as those with loanbook smaller than Rs 100 billion 2) 100 NBFCs covered (including HFCs) constituting 70% of the total NBFC market size (excluding PFC, REC and HDFC) Source: Company reports, Crisil Intelligence 1263) Capital Adequacy Ratio (CRAR) CRAR % 35.9% 32.5% 32.6% 34.3% 33.4% 26.5% 27.0% 26.2% 24.0% 24.4% 20.5% 21.7% 20.8% 20.7% 19.2% FY20 FY21 FY22 FY23 FY24 Large NBFCs Medium NBFCs Small NBFCs Note: 1) Large NBFCs are defined as those having loanbook greater than Rs 500 billion, medium-size NBFCs are defined as those with loanbook smaller than Rs 500 billion and larger than Rs 100 billion and small NBFCs are defined as those with loanbook smaller than Rs 100 billion 2) 100 NBFCs covered (including HFCs) constituting 70% of the total NBFC market size (excluding PFC, REC and HDFC) Source: Company reports, Crisil Intelligence Profitability and margins to witness pressure due to decline in yields Note: The above ratios are calculated on average total assets Source: Company reports, Crisil Intelligence The compression in the net interest margins (NIMs) due to the impact of rate cuts on lending yields is one of the key reasons for the downward revision in the profitability outlook for fiscal 2026 across NBFCs. In fiscal 2025, the cost of funds increased for NBFCs due to the high repo rate, which made availing term loans from banks as well as market funding such as NCDs and CPs costlier. Additionally, rising competition from banks impacted yield on loans. Credit costs declined for housing but rose for gold and microfinance loans. Housing: In fiscal 2025, HFC/NBFCs’ net interest income is estimated to have compressed around 15 bps to 3.5% on account of a drop in lending yields and a rise in the borrowing cost. Interest income on average assets declined due to the 127increase in asset base on account of loan growth, along with pricing pressures because of intense competition in the housing space. On the funding side, interest expense to average assets increased around 3 bps to 6.4% due to elevated interest rates during the fiscal and increased reliance on costlier funding sources such as CPs and NCDs. Credit costs declined as many large HFCs reversed their provisions during the fiscal on account of improving asset quality. Crisil Intelligence expect interest income to average asset to decrease 40-50 bps to 9.4-9.5% in fiscal 2026 as lenders reduce yields due to repo rate cuts. Interest expense to average assets is expected to drop 30-40 bps to 6.0-6.1% due to slower repricing, leading to a decline 5-10 bps in net interest income to 3.4-3.5% in fiscal 2026. Credit cost is expected to increase modestly after large reversals in previous fiscals. Overall, the return on assets is expected to decline around 20- 30 bps to 1.9-2.0%. Gold finance: Interest income as a percentage of the average total assets increased to 16.6% in fiscal 2025 from 16.1% in fiscal 2024, driven by an increase in portfolio yields by key gold loan finance companies. In fiscal 2025, interest income was primarily driven by an increase in portfolio yields, except for one major player that reduced its yields after the lifting of the embargo in September 2024. According to Crisil Intelligence, interest income to average assets to be between 15.8% and 15.9% in fiscal 2026, driven by the declining interest rate environment and the calibrated efforts by a key player to reduce interest rates and align them with peer gold loan NBFCs. Additionally, Crisil Intelligence expects interest expenses to moderate to 6.1-6.2% in fiscal 2026, and credit costs to improve slightly to 40-50 bps, driven improved asset quality, resulting in RoAs of 4.4-4.6%. Microfinance NBFCs: Yields in the microfinance segment have been higher due to the riskier borrower profiles. The yield trend in fiscal 2025 was affected by an increase in slippages, resulting in a reversal of interest income, as well as the RBI guidance to NBFC-MFIs regarding interest rates charged to borrowers. According to Crisil Intelligence, yields to remain in a stable range for fiscal 2026, with a limited pass-through to the ultimate borrowers from declining repo rates, as NBFC-MFIs seek to maintain profitability in the face of elevated cost of funds and credit costs stemming from the ongoing sectoral challenges. Crisil Intelligence anticipate that interest income as a percentage of average total assets will be at 17.9-18.1% for fiscal 2025. While the interest expense will be at 7.0-7.2% in fiscal 2026. The cost of funds may experience some improvement during the year due to the lower repo rate. However, the pass-through of benefits from banks will be closely monitored. Crisil Intelligence expect RoAs of NBFC-MFIs to be at 0-0.5% in fiscal 2026 primarily due to NIM compression and elevated credit costs. Housing finance – Industry overview Crisil Intelligence defines affordable-housing loans as housing loans with an average ticket size of less than Rs 2 million. A-HFCs are able to garner share owing to: • Strong origination skills and a focused approach • Ability to cater to a niche category of customers • Relatively superior customer service and diverse channels of business sourcing • Non-salaried profile of ~80% of customers • Higher presence in smaller cities These factors have helped A-HFCs capture market share as banks have become risk-averse and are focusing on high- ticket customers with good credit profiles. By virtue of being largely present in metros and urban areas, ticket sizes of banks and large HFCs have followed rising property prices. Further, focus on the urban salaried segment by banks and large HFCs has enabled A-HFCs to tap credit demand from non-salaried customers, Tier 3 cities and rural markets. Characteristics of HFCs Large HFCs A-HFCs Parameters (average ticket size > Rs 2 million) (average ticket size < Rs 2 million) Markets Metros, urban, semi-urban Semi-urban, rural Salaried customers, high-net-worth Customers Self-employed customers, small traders, farmers individuals Average yield 7-9% 9-13% 128Large HFCs A-HFCs Parameters (average ticket size > Rs 2 million) (average ticket size < Rs 2 million) Average LTV 65-75% 50-60% Source: Company reports, Crisil Intelligence Business model The high cost of serving the affordable-housing category has prompted financiers to adopt innovative models to grow their model. An HFC targeting the low-income, informal-sector customer employs a hub-and-spoke model: its retail branches operate as ‘hubs’ in urban areas and project site kiosks follow up on low-income construction projects to source customers. Although this model is popular and largely followed by financiers, a developer-based model, where the HFC is present at the low-income housing-project site and business takes place directly alongside developer-partners, is not uncommon. Financiers also spread awareness about their products in rural areas by setting up kiosks at gram sabhas and arranging loan melas. Direct customer contact enables better visibility and reliable customer assessment, thus limiting fraud. Moreover, all critical functions, such as origination, verification and credit appraisal, are undertaken in-house, while certain non-core activities, such as loan documentation and processing, may be outsourced. This allows a start-up HFC to allocate more internal resources towards vital aspects of lending, such as verification and credit appraisal. Customer risk HFCs are aware of the challenges of serving low-income customers particularly those in the informal sector. This income group rarely has proof of income and expenditure documents that conventional mortgage lenders rely on to assess creditworthiness. Thus, evaluating these customers requires more of a field-based approach to verify cash flow – using surrogates and building up knowledge about customer sub-segments to increase assessment reliability. The person, and not just documents, helps assess credit quality. Long-term growth drivers of the housing finance sector Rising per capita income Rapid urbanisation At current prices (Rs '000) Urbanisation (%) 37% 36% 235 35% 216 34% 194 33% 172 32% 32% 31% 142 150 146 130 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25 2011E2013E2015E2018E2020E2023E2025P2030P (FE) (FRE) (PE) Rising income levels lead to higher disposable income and, Urbanisation increases the number of nuclear families, therefore, increased affordability leading to the formation of more urban households Significant opportunity for mortgage penetration 129Mortgage-to-GDP ratio^ 82% 74% 64% 51% 45% 38% 34% 35% 28% 24% 11% India Thailand China Singapore Malaysia Japan Germany USA Canada Denmark UK India’s mortgage penetration, though low, is improving owing to ease of financing, tax incentives and increasing reach of financiers ^For India as of fiscal 2024 FE: First Estimate; FRE: First Revised Estimates; PE: Provisional Estimates; E: Estimate; P: Projection Source: European Mortgage Federation as of calendar year 2023: Singapore, Germany, USA, Canada, Denmark, Japan (as of 2021) and UK; Housing Finance Information Network: China (as of 2017), Thailand (2018) and Malaysia (2018); Ministry of Statistics and Programme Implementation; United Nations Department of Economic and Social Affairs; International Monetary Fund; Crisil Intelligence Risks and challenges Key government schemes for the housing sector Pradhan Mantri Awas Yojana (PMAY) To address housing shortage in rural areas, the erstwhile Indira Gandhi Awas Yojana was restructured as the PMAY – Gramin (PMAY-G; effective April 1, 2016) to fulfil the government’s commitment to providing pucca houses with basic amenities by 2022 to all individuals who did not own a house and those living in kutcha and dilapidated dwellings. The scheme provided financial assistance for constructing/upgrading homes in rural areas. It targeted 49.4 million houses, of which 29.4 million houses were under PMAY 1.0 (2015-24) and 20 million under PMAY 2.0 (2024-29). For housing shortage in urban areas, the Ministry of Housing and Urban Affairs launched the PMAY – Urban (PMAY- U) on June 25, 2015, for the economically weaker sections/lower income group (EWS/LIG) and middle-income group (MIG) segments, including slum dwellers, and also to provide pucca houses to all eligible urban households by 2022 130(extended to 2024). The scheme aims to provide 10 million houses for EWS, LIG and MIG by providing interest subsidies (Credit Linked Subsidy Scheme or CLSS) on home loans. The CLSS is a central government component implemented through nodal agencies such as the National Housing Bank (NHB), Housing and Urban Development Corporation and State Bank of India. The scheme has set a target of 20 million houses, of which 10 million were under PMAY 1.0 and another 10 million under PMAY 2.0. PMAY 2.0 was launched in September 2024 to construct 30 million houses over the next five fiscal years. PMAY 2.0 reinstates the Interest Subsidy Scheme (ISS), previously known as the CLSS, and introduces revisions to the target beneficiary group. PMAY’s progress as on August 31, 2025 Number of Progress of PMAY-U Number of houses/values Progress of PMAY-G houses/values Houses sanctioned 12.03 million Houses targeted 41.23 million Houses grounded 11.30 million Houses sanctioned 38.53 million Houses completed 9.40 million Houses completed 28.47 million Rs 3,765 Central assistance committed Rs 2,024 billion Fund allocated billion Rs 3,062 Central assistance released Rs 1,735 billion Fund released billion Rs 3,945 Total investment Rs 8,240 billion Fund utilised billion Source: Crisil Intelligence Atal Mission for Rejuvenation and Urban Transformation (AMRUT) The purpose of AMRUT is to provide basic services (e.g., water supply, sewage connections and urban transport) to households, build amenities in cities and improve the quality of life for all, especially the poor and the disadvantaged. Key components of AMRUT: • Access to a tap with assured water supply for every household • Assured sewerage connection in every household • Better amenities in cities by developing greenery and well-maintained open spaces (such as parks) • Lower pollution by switching to public transport or constructing facilities for non-motorised transport (e.g., walking and cycling) Housing finance – Review and outlook Growth in housing loans market expected to pick up in FY26 The Indian housing finance sector clocked a healthy compound annual growth rate (CAGR) of 12.7% between fiscals 2020 and 2025, riding on increasing disposable income, strong demand from smaller cities, branch expansion in Tier II and III cities, the emergence of new players and the rollout of government schemes to support the housing sector. The housing finance sector comprises financial institutions (FIs), scheduled commercial banks, scheduled cooperative banks, regional rural banks, agriculture and rural development banks, housing finance companies (HFCs), state-level apex cooperative housing finance societies and non-banking financial companies (NBFCs). In fiscal 2025, the total housing credit outstanding of banks, HFCs and NBFCs expanded 11.5% to Rs 38 trillion, moderating slightly from the 12.4% growth in fiscal 2024. The moderation can be attributed to the repo rate being on the 131higher side for a large part of the fiscal year, along with several headwinds in disbursements on account of elections in states such as Maharashtra, Andhra Pradesh, Jharkhand and Haryana. Disbursements were also impacted by the amendments in property registration systems in Karnataka (e-Khata) and Madhya Pradesh, and the decision of the Hyderabad Disaster Response and Asset Monitoring and Protection Agency (HYDRAA) to demolish certain constructions in Telangana. That said, factors such as rising disposable income and sustained demand from Tier II and III cities supported growth. Also, the home-loan appetite of the salaried class was relatively insulated from the impact of higher interest rates. Crisil Intelligence expect the total housing credit outstanding of banks and HFCs/NBFCs to grow 12-13% in fiscal 2026 and 13-14% in fiscal 2027, mainly on account of the transmission of the cumulative repo rate cut of 100 basis points (bps) between February and June 2025 to the end customer and the resolution of property registration issues in Karnataka. Housing credit demand will further be catalysed by the allocation of Rs 35 billion to the Interest Subsidy Scheme under the Pradhan Mantri Awas Yojana (PMAY) in the Union Budget 2025-26 and the launch of the second tranche of the Special Window for Affordable and Mid-Income Housing (SWAMIH) fund of Rs 150 billion to help the completion of additional 100,000 housing units Housing credit outstanding Share in Housing loan CAGR Growth Growth outlook Growth outlook Type housing loans book (Rs bn) FY20-25 in FY25 for FY26P for FY27P FY25 FY25 HFCs and 20% 7,579 11.6% 14.4% 14-15% 15-16% NBFCs Banks 80% 30,105 13.0% 10.7% 11-12% 12-13% 100% 37,683 12.7% 11.5% 12-13% 13-14% Overall P: projection Note: HDFC Ltd and HDFC Bank became a merged entity effective July 1, 2023. Past numbers have been adjusted for HDFC Ltd’s housing loan book to arrive at normalised credit growth Source: Company reports, Reserve Bank of India (RBI), Crisil Intelligence The merger of HDFC Ltd with HDFC Bank raised the retail housing credit market share of banks to ~80%. Prior to the merger, banks and non-banks held a share of 66% and 34%, respectively. Banks dominate the housing finance market because of their competitive advantages, such as higher liquidity and the ability to offer lower interest rates. Between fiscals 2020 and 2025, housing loans by HFCs/NBFCs clocked a CAGR of ~11.6%, led by improved affordability, release of pent-up demand, the rollout of concessions on stamp duties by state governments and the central government’s push through PMAY. In fiscal 2025, HFCs/NBFCs’ housing credit grew 14.4% on-year, reaching Rs 7.6 trillion. As inflation pressures eased, housing credit growth picked up in the second half of the fiscal, especially for HFCs focused on prime housing. Additionally, to alleviate the pressure of the high repo rate on margins, some large HFCs established dedicated affordable housing divisions or verticals as an additional growth avenue. In the first quarter of fiscal 2026, HFCs/NBFCs experienced a slight slowdown in housing finance growth. This was owing to a seasonal impact and heightened pricing competition from public sector banks, especially in the prime housing segment, as both players cater to the salaried customer segment. Property registration issues in Karnataka also contributed to the slowdown as lenders were unable to log cases owing to documentation hurdles. Crisil Intelligence expect the housing loan book growth of HFCs/NBFCs to normalise in the remaining fiscal and remain range-bound at 14-15% in fiscal 2026 and expand by 15-16% in fiscal 2027, supported by a pick-up in demand due to pass-on of repo rate cuts on their lending rates and the rate competition from the public sector banks cooling down. The Interest Subsidy Scheme under PMAY and the SWAMIH 2.0 fund will provide additional impetus to growth in the affordable housing segment. Housing credit of HFCs and NBFCs to grow steadily 132Housing loans at HFCs and NBFCs 15-16% 14-15% 14.4% 14.4% 13.8% 11.3% 4.5% 4.5% 4.4 4.6 5.1 5.8 6.6 7.6 8.0-9.0 10.0-11.0 FY20 FY21 FY22 FY23 FY24 FY25 FY26P FY27P Housing credit outstanding (Rs trillion) Y-o-Y growth (%) P: projection Note: HDFC Ltd and HDFC Bank became a merged entity effective July 1, 2023. Past numbers have been adjusted for HDFC Ltd’s housing loan book to arrive at normalised credit growth Source: Company reports, RBI, Crisil Intelligence According to Crisil Intelligence, housing demand (in million square feet) in the top seven cities have been broadly stable, while the capital value rose 14%, supporting growth in the housing finance market. However, a slowdown in housing demand led to an inventory build-up (unsold units), with the estimated years to sale rising to 2.9 years in fiscal 2025 against 2.7 years in fiscal 2024. Crisil Intelligence projects a ~6% increase in housing demand in fiscal 2026 and 6-7% rise in capital values, which will support the estimate of 12-13% growth in housing credit of banks, HFCs and NBFCs. As the stock is absorbed and demand starts to rise with the transmission of the repo rate cuts, developers will launch new projects, supporting the credit growth. Share of prime housing loans increases in FY25 Share of housing loan disbursed with ticket size of Rs 7.5 million and above rose approximately 400 bps Ticket-size trend of disbursements 8% 6% 6% 5% 5% 5% 28% 26% 23% 20% 19% 17% 42% 46% 44% 46% 46% 43% 21% 22% 26% 29% 33% 37% FY20 FY21 FY22 FY23 FY24 FY25 Rs >7.5 mn Rs 2.5 mn to 7.5 mn Rs 1.0 mn to 2.5 mn Rs <1.0 mn Note: The ticket size-wise share is calculated based on the value of housing loans disbursed during the coverage period across all lenders, including banks Source: Credit Bureau, Crisil Intelligence In fiscal 2026, the shift towards high-ticket-size housing loans is expected to continue, driven by an increase in disposable income owing to income tax relief, transmission of the repo rate cut benefit to end customers and the reduction in goods and services tax rates. Additionally, the Master Directions for Priority Sector Lending (PSL) Direction—2025 increased the loan size for the priority sector loan classification of housing loans, making it more beneficial for banks to lend to high-ticket loans. However, this leaves room for HFCs and NBFCs to grow their share of loans with a lower ticket size. 133According to the new PSL guidelines, loans up to Rs 5.0 million in centres with population of 5.0 million and above are eligible for PSL classification provided the cost to purchase/construct the house is less than Rs 6.3 million. For centres with population of 1.0 million to 5.0 million, the PSL loan limit is Rs 4.5 million for a house cost of up to Rs 5.7 million. Similarly, for centres with a population of less than 1.0 million, the PSL loan limit is Rs 3.5 million for a house cost of up to Rs 4.4 million. In the affordable housing finance space, the passing on of the repo rate cut benefit to the end borrowers is expected to improve the affordability of homes priced Rs 2.5 million and below, while government initiatives such as the PMAY are likely to boost growth in the affordable housing sector. Moreover, the SWAMIH 2.0 fund will help increase the supply of affordable houses. In fiscal 2025, the share of housing loans disbursed with ticket size larger than Rs 7.5 million rose 400 bps to 37% in fiscal 2025 driven by stable income levels of underlying customers and demand for housing, which remained largely unaffected. In fiscal 2024, too, the high-end segment (loans above Rs 7.5 million) had gained 400 bps on-year, driven by a 9% surge in property prices, whereas the mid-ticket loan segment (Rs 2.5-7.5 million) saw its share drop to 44%. In fiscals 2021 and 2023, the mid-ticket loan segment had maintained a steady 46% share. The proportion of homes priced Rs 2.5 million and below had been declining since fiscal 2020 owing to rising property values, while the middle-income group (MIG) category had seen improved affordability, leading to a shift towards mid-ticket homes priced Rs 2.5-7.5 million. Asset quality witnessed strong improvement over the past five fiscals Housing portfolio to remain broadly resilient, despite stress from specific sectors affected by US tariffs GNPA of housing loans portfolio at HFCs 2.3% 2.3% 1.8% 1.5% 2.0% 1.4% 1.3-1.4% 1.3-1.4% 1.8% 1.2% 1.5% 1.2% 1.1% 0.9% 1.0-1.1% 1.0-1.1% FY20 FY21 FY22 FY23 FY24 FY25 FY26P FY27P Overall HFCs Prime HFCs P: projection Note: HDFC Ltd and HDFC Bank became a merged entity effective July 1, 2023. Past numbers have been adjusted for HDFC Ltd’s housing loan book GNPA Source: Company reports, Crisil Intelligence In fiscal 2025, the housing portfolio’s GNPA decreased ~23 bps to 1.2% on account of the resilience of both prime and affordable housing customers. Effective collections and higher provisioning also contributed to the improvement. Notably, lenders intensified collection efforts and monitoring, especially for early delinquencies (Days Past Due: +1 day), supporting improvement in asset quality. In fiscal 2026, Crisil intelligence project housing portfolio's GNPA to increase marginally to 1.3-1.4%, with stress arising mainly from borrowers in the sectors such as textiles, jewellery, footwear, handicrafts and agriculture, which are highly impacted by the reciprocal tariffs imposed by the United States (US). However, lower lending rates following the repo rate cuts by the Monetary Policy Committee of the Reserve Bank of India should alleviate downside risk to asset quality. Crisil Intelligence project GNPA to remain range bound in fiscal 2027. Asset quality of HFCs’ total loan portfolio to remain higher than housing loan portfolio 134GNPA of total loans portfolio at HFCs 4.4% 3.6% 4.3% 3.3% 2.8% 3.3% 3.2% 2.1% 1.7-1.8% 1.8-1.9% 1.6% 2.3% 2.1% 1.5% 1.6-1.7% 1.6-1.7% FY20 FY21 FY22 FY23 FY24 FY25 FY26P FY27P Overall HFCs Prime HFCs P: Projection Note: HDFC Ltd and HDFC Bank became a merged entity effective July 1, 2023. Past numbers have been adjusted for HDFC Ltd’s total loan book GNPA Source: Company reports, Crisil Intelligence Profitability Decline in lending yields on account of rate cuts and rise in credit cost to impact profitability in fiscal 2026 In fiscal 2025, the net interest income to average assets ratio of HFC/NBFCs declined ~14 bps to 3.5% on account of a drop in lending yields and a rise in borrowing cost. Interest income on average assets declined around 9 bps to 9.9% due to an increase in asset base on account of loan growth along with pricing pressures owing to intense competition in the housing space as both banks and non-banks focused on growing secured assets to mitigate asset quality pressures. On the funding side, interest expense to average assets ratio increased around 5 bps to 6.4% due to elevated interest rates during the fiscal and increased reliance on costlier funding sources such as commercial paper and NCDs. Credit costs declined materially by 30 bps to 0.2% as many large HFCs reversed their provisions during fiscal 2025 on account of improving asset quality. As a result, return on assets improved around 2 bps to 2.3%. Crisil Intelligence expect interest income to average asset to decrease 40-50 bps to 9.4-9.5% in fiscal 2026 as lenders reduce the yields due to repo rate cuts. Interest expense to average assets is expected to drop 30-40 basis points to 6.0- 6.1% due to slower repricing, leading to a 5-10 bps decline in net interest income to 3.4-3.5% in fiscal 2026. Credit cost is expected to increase modestly after large reversals in previous fiscals. Overall, return on assets is expected to decline 20-30 bps to 1.9-2.0%. Profitability to weaken in fiscal 2026 on NII compression and higher credit cost 1351.9- 1.2% 1.4% 1.5% 1.8% 2.2% 2.3% 2.0% 0.7% 0.8% 0.7% 0.6% 0.5% 0.2% 0.4- 0.5% 9.9% 10.0% 9.9% 9.3% 9.2% 9.4-9.5% 8.7% 7.1% 6.4% 5.6% 5.8% 6.4% 6.4% 6.0-6.1% 2.8% 2.9% 3.1% 3.4% 3.7% 3.5% 3.4-3.5% FY20 FY21 FY22 FY23 FY24 FY25 FY26P Net interest income Interest income Interest expense Credit cost RoA P— projection Notes: All ratios are based on total assets HDFC Ltd and HDFC Bank became a merged entity effective July 1, 2023. Past numbers have been adjusted for HDFC Ltd’s profitability to arrive a t normalised ratios Source: Company reports, Crisil Intelligence Affordable housing finance – Review and outlook Affordable-housing credit growth to gain momentum in fiscal 2026 The affordable housing sector provides lenders substantial opportunities for growth, backed by the government's ‘Housing for All’ push and large unmet demand from low- and middle-income segments amid rapid urbanisation. Schemes such as Pradhan Mantri Awas Yojana (PMAY) and the Interest Subsidy Scheme to support development of affordable housing. As a result, credit growth of affordable-housing finance companies (A-HFCs) or those disbursing loans with an average ticket size of less than Rs 2 million, logged a compound annual growth rate (CAGR) of 16.8% between fiscals 2020 and 2025 compared with the overall HFCs/NBFCs segment at 11.6%. The double-digit growth of A-HFCs was driven by an improved operating environment, further aided by higher penetration in tier-I and II cities and disposable incomes, stable economic conditions and various government initiatives. Housing credit outstanding of HFCs, NBFCs and A-HFCs Share in Growth Growth Book (Rs CAGR Growth in Type book outlook for outlook for billion) FY25 FY20-25 FY25 (%) FY25 FY26P (%) FY27P (%) Affordable HFCs 28% 2,092 16.8% 18.4% 19-20% 20-21% Overall HFCs and 100% 7,579 11.6% 14.4% 14-15% 15-16% NBFCs P: Projected Note: HDFC Ltd and HDFC Bank became a merged entity effective July 1, 2023. Past numbers have been adjusted for HDFC Ltd’s housing loan book to arrive at normalised credit growth Source: Company reports, Reserve Bank of India (RBI), Crisil Intelligence In fiscal 2025, demand for A-HFCs grew 18.4% on-year to Rs 2.1 trillion albeit slower than the 23.3% growth recorded in the previous fiscal. The slowdown in credit growth for A-HFCs can be attributed to a prolonged period of high interest rates, which impacted affordability. Additionally, a few large prime housing-focused HFCs ventured into the affordable housing space by setting up dedicated segments. Hence, A-HFCs faced higher competition and a reduction in their share of affordable housing credit. 136In the first quarter of fiscal 2026, housing credit growth of A-HFCs moderated due to a seasonally slow quarter, hiccups in the property registration system in Karnataka and pricing pressure from larger players. Crisil Intelligence estimates credit growth of A-HFCs to rebound 20-21% fiscal 2026, driven by lower borrowing costs on the back of repo rate cuts and higher traction from the PMAY schemes as many customers started receiving interest subsidy during the quarter. The overall allocation of Rs 2.2 trillion for PMAY-Urban over the next five years, announced in the fiscal 2026 budget, is likely to support supply in the affordable housing segment amid a mild slowdown in the construction of affordable houses. This slowdown can be attributed to a shift in developers’ focus towards the premium and luxury segments in metros and tier-II and III cities. Crisil intelligence projects A-HFCs’ housing credit to further increase 21-22% in fiscal 2027. Note: Crisil Intelligence defines A-HFCs as companies with an average ticket size of less than Rs 2 million Credit growth of A-HFCs vs the overall segment Housing credit growth (% on-year) 22.9% 20-21% 19-20% 18.4% 17.4% 17.2% 14.0% 15-16% 14.4% 14.4% 14-15% 8.6% 13.8% 11.3% 4.5% 4.5% FY20 FY21 FY22 FY23 FY24 FY25 FY26P FY27P Housing credit at HFCs/NBFCs Housing credit at A-HFCs P: Projected Note: HDFC Ltd and HDFC Bank became a merged entity effective July 1, 2023. Past numbers have been adjusted for HDFC Ltd’s housing loan book to arrive at normalised credit growth Source: Company reports, RBI, Crisil Intelligence Affordable housing segment’s asset quality improves amid better access to information, grassroot monitoring of loans and technology integration for credit assessment A-HFCs’ gross non-performing assets (GNPAs) of the housing portfolio to remain at manageable levels GNPAs in the housing portfolio 3.9% 3.5% 2.8% 2.7% 2.0% 1.9% 2.1-2.2% 2.1-2.2% 2.3% 2.3% 1.8% 1.5% 1.4% 1.3-1.4% 1.3-1.4% 1.2% FY20 FY21 FY22 FY23 FY24 FY25 FY26P FY27P Overall HFCs A-HFCs P: Projected Note: HDFC Ltd and HDFC Bank became a merged entity effective July 1, 2023. Past numbers have been adjusted for HDFC Ltd’s housing loan GNPAs to arrive at normalised ratios Source: Company reports, RBI, Crisil Intelligence 137In fiscal 2025, A-HFCs’ GNPAs of the housing portfolio improved seven basis points (bps) owing to better collection, adoption of the early warning signals framework for overdue loans, resilient economic conditions and appropriate underwriting controls of the customer base. Moreover, A-HFCs major customer base is self-employed borrowers. Hence, A-HFCs have increased presence on the ground through additional branch openings for monitoring of loans and gathering regular information on the borrowers’ financial profile. Crisil Intelligence project the asset quality of A-HFCs to increase moderately to 2.1-2.2% in fiscal 2026 given the impact of the US reciprocal tariffs on customers in the textile, jewellery, footwear, handicraft and agriculture sector. However, pass of rate cut benefit on lending rates should alleviate downside risk to asset quality. That said, A-HFCs are well positioned to manage the impact, given their adequate provisioning. A-HFCs’ total loan GNPAs to increase moderately in fiscal 2026 GNPAs of total loans 4.6% 4.4% 4.3% 3.6% 4.1% 3.1% 2.8% 2.1% 2.1-2.2% 2.1-2.2% 2.7% 1.9% 2.0% 1.7-1.8% 1.8-1.9% 1.6% FY20 FY21 FY22 FY23 FY24 FY25 FY26P FY27P Overall HFCs A-HFCs P: Projected Note: HDFC Ltd and HDFC Bank became a merged entity effective July 1, 2023. Past numbers have been adjusted for HDFC Ltd’s total loan GNPAs to arrive at normalised ratios Source: Company reports, RBI, Crisil Intelligence The asset quality of total loan portfolio of A-HFCs improved post the pandemic. In fiscal 2025, A-HFCs’ total loan GNPAs declined to 1.9% in fiscal 2025 from a peak of 4.6% in fiscal 2021. Unlike prime housing-focused HFCs, A- HFCs have negligible exposure to construction finance and wholesale loans. Instead, A-HFCs are more focused on individual housing loan and loans against property (LAP) portfolios, which adds resilience to their asset quality. In fiscal 2022, HFCs’ GNPAs of the total loan portfolio increased 70 bps to 4.3% owing to stress in the non-housing portfolio, particularly wholesale loans of prime HFCs. As a result, prime HFCs wrote off a significant portion of their wholesale loans to focus on retail lending. Crisil Intelligence expect A-HFCs’ GNPAs of total portfolio in the range of 2.1-2.2% in fiscal 2026, with stress arising in micro-LAP loans (with ticket size less than Rs 0.1 million) due to employment-related stress in sectors highly impacted by the reciprocal tariffs imposed by the US Declining interest income and higher credit costs to impact return on average assets (RoAs) in fiscal 2026 In fiscal 2025, A-HFCs’ net interest margin (NIM) declined 9 bps to 5.2%, mainly on account of higher funding costs. Amid restricted term loan funding from banks, A-HFCs turned to relatively high-cost funding sources such as NCDs and commercial papers to fund loan growth. As a result, their interest expense to average assets ratio increased ~12 bps to 6.2%. On the contrary, interest income to average assets ratio increased only 4 bps to 11.3% due to intensified competition in the affordable housing space, though multiple A-HFCs also raised their prime lending rate in the second half of fiscal 2025 amid higher borrowing costs. Provisions for A-HFCs increased 16 bps in fiscal 2025 to ~0.5% due to write-offs. As a result, RoA declined ~15 bps to 2.9%. 138For fiscal 2026, Crisil Intelligence project interest income to average assets ratio to decline ~33 bps to 10.9-11.0% given the transmission of rate benefits to end-customers. Borrowing costs are expected to decline ~24 bps to 5.9-6.0% as the average funding cost of fixed-rate funding sources such as NCDs and commercial papers are slow to reprice. As a result, net interest income to average assets ratio is expected to decline ~10 bps to 5.0-5.1%. Credit costs are expected to increase ~50 bps to 0.9-1.0% due to a stable asset quality. Overall, RoA is expected to decline ~41 bps to 2.4-2.5% in fiscal 2026. RoA to shrink moderately in fiscal 2026 on account of NIM compression and higher credit cost 1.6% 1.8% 2.3% 2.8% 3.0% 2.9% 2.4-2.5% 0.6% 0.8% 0.7% 0.5% 0.3% 0.5% 0.9-1.0% 11.4% 10.8% 10.5% 10.8% 11.3% 11.3% 10.9-11.0% 7.2% 6.5% 5.6% 5.5% 6.0% 6.2% 5.9-6.0% 4.2% 4.3% 4.9% 5.2% 5.3% 5.2% 5.0-5.1% FY20 FY21 FY22 FY23 FY24 FY25 FY26P Net interest income Interest income Interest expense Credit cost RoA P: Projected Note: All ratios are based on total assets Source: Company reports, Crisil Intelligence MSME finance – Review and outlook Credit outstanding to micro, small and medium enterprises (MSMEs) is estimated at Rs 42 trillion in fiscal 2025. Of this, banks had a dominant 73% share, while non-banking finance companies (NBFCs) accounted for the balance. NBFCs are growing faster and gaining market share in MSME lending Growth Growth Share in book Book (Rs CAGR (%) Growth in Type Outlook for Outlook for FY25 (%) billion) FY25 FY20-25 FY25 (%) FY26P (%) FY27P (%) HFCs and NBFCs 27% 11,102 19.3% 26.4% 26-28% 27-29% Banks 73% 30,786 17.5% 16.5% 15-17% 15-17% Overall 100% 41,888 18.0% 19.0% 18-20% 18-20% Notes: 1. P: Projected 2. Credit deployment data published by the Reserve Bank of India (RBI) has undergone revision and consequently, the comparable numbers for the previous fiscal years have also been revised 3. Companies with a turnover of less than Rs 100 million and an investment of less than Rs 250 million are classified as micro; those with a turnover between Rs 100 million and Rs 10 billion and an investment between Rs 250 million and Rs 2.5 billion as small; and those with a turnover between Rs 10 billion and Rs 50 billion and an investment between Rs 2.5 billion and Rs 12.5 billion as medium Source: Company reports, Crisil Intelligence The MSME lending landscape has transformed significantly in recent years, with both banks and NBFCs intensifying their focus on this segment. A combination of digital lending, government-backed initiatives, a thriving economy and increasing adoption of formal credit channels has propelled this growth. Moreover, the shift towards cash flow-based underwriting has boosted lending to MSMEs. This upward trend has been consistent over the past five fiscals, with lenders recognising the vital role MSMEs play in the economy. 139The overall lending to MSMEs grew 19.0% in fiscal 2025, with NBFCs peaking at 26.4% and banks following at 16.5%, albeit on a higher base. In the Union Budget for fiscal 2026, the government announced several initiatives to boost the MSME sector. Some of them are: • Credit guarantee limit to MSEs increased to Rs 100 million from Rs 50 million under the Credit Guarantee Fund Trust for Micro and Small Enterprises (CGTMSE) scheme • Credit guarantee cover for start-ups increased to Rs 200 million from Rs 100 million, with the guarantee fee moderated to 1% for loans in 27 focus sectors under Atmanirbhar Bharat • Introduction of a credit guarantee scheme for specified exporter MSMEs on term loans of up to Rs 200 million • Introduction of customised credit cards with a limit of Rs 0.5 million to micro enterprises registered on the Udyam portal, with an expectation of issuance of 1 million such cards in the first year • Extension of the scope of Mudra loans to include homestays As the above initiatives take shape, the government's efforts to increase funding to the sector are expected to gain momentum. Additionally, the RBI release the ‘Pre-payment Charges on Loan Direction, 2025’ on July 2, 2025 to stop lenders from using restrictive clauses in loan contracts/ agreements to deter borrowers from switching over to another lender, either for availing lower rates of interest or better terms of service. According to the direction, for all loans granted for business purpose to individuals and MSEs, • A commercial bank (excluding Small Finance bank, Regional Rural bank and Local Area bank), a Tier 4 Primary (Urban) Co-operative bank, an NBFC-UL, and an All-India Financial Institution shall not levy any pre-payment charges. • A Small Finance bank, a Regional Rural bank, a Tier 3 Primary (Urban) Co-operative bank, State Cooperative bank, Central Cooperative bank and an NBFC-ML shall not levy any pre-payment charges on loans with sanctioned amount/ limit up to Rs 5.0 million. • These directions shall be applicable irrespective of the source of funds used for pre-payment of loans, either in part or in full, and without any minimum lock-in period. • These directions will be applicable on all floating rate loans and advances which are renewed or sanctioned on or after January 1, 2026. These RBI directions are supportive and will boost uptake of credit by MSMEs. According to Crisil Intelligence, MSME credit growth is expected to increase 18-20% in fiscal 2026. Credit to MSMEs from banks is likely to grow at a slower rate of 15-17%, while the same from NBFCs is poised to see a robust growth of 26-28%. NBFC’s to increase focus on secured loans amid US tariff turbulence 140MSMEs' credit outstanding with NBFCs (Rs trillion) and segmental share (%) 17-18 13-14 11.1 52.9% 8.8 52.7% 6.8 4.6 5.0 5.7 52.5% 52.1% 54.4% 56.1% 48.9% 53.0% 47.3% 47.1% 45.6% 43.9% 51.1% 47.0% 47.9% 47.5% FY20 FY21 FY22 FY23 FY24 FY25 FY26P FY27P Non-LAP LAP Note: 1. P: Projected 2. Non-LAP segment includes secured and unsecured loans Source: Company reports, Crisil Intelligence During fiscal 2025, the share of non-LAP (Loan Against Property) stood at 47.5% as assessed income underwriting approach, especially on account of increasing digitisation of financial transactions, enabled credit access to MSMEs that were unable to provide collateral or documents (such as income tax data, invoices etc) due to their business model. The share of LAP increased marginally to 52.5% as lenders focused on secured lending to support asset quality. Additionally, increasing focus of housing finance companies (HFCs) on the higher yielding LAP segment supported its share in MSME credit. In fiscal 2026 and 2027, Crisil intelligence expects LAP share to increase marginally as NBFCs are likely to focus on secured loans due to asset quality risk posed by US tariffs on sectors such as textiles, jewellery, footwear and handicrafts. Moreover, HFCs are growing LAP book given its higher yield relative to home loans in a low interest rate environment Boost in domestic consumption and NBFC’s focus on trading and service sector to propel MSME credit MSME growth (YoY) 29.8% 27-29% 26.9% 26.4% 26-28% 23.4% 20.9% 20-22% 21-23% 18.8% 25.0% 19.0% 17.8% 18-20% 19-21% 19.2% 16.1% 17.4% 18.2% 16.5% 9.3% 13.3% 8.1% 8.4% FY20 FY21 FY22 FY23 FY24 FY25 FY26P FY27P 25% 25% 24% 23% 25% 27% 28% 29% Banks MSME NBFCs and HFCs MSME Total MSME Shareo Hf FN CB sFCs and Notes: 1. P: Projected 2. Credit deployment data published by the Reserve Bank of India (RBI) has undergone revision and consequently, the comparable numbers for the previous fiscal years have also been revised Sources: Company reports, Crisil Intelligence According to data from Udyam Udyog, since its launch, majority of registrations on the portal have been from MSMEs in the services sector, accounting for ~75% of the total registrations. In contrast, manufacturing MSMEs account for only 25% of the total. Furthermore, the data reveals that micro industries dominate registrations, with a staggering 98.6% of total registered entities. Small enterprises account for 1.2% of registrations, while medium-sized enterprises make up a mere 0.1% of the total. 141According to the RBI's sectoral deployment data of banks, in fiscal 2025, credit growth among manufacturing MSMEs was significantly slower at 12%, compared with services-related MSMEs, which saw a growth of 19%. Moreover, the share of credit to manufacturing MSMEs was lower at 34%, compared with services MSMEs, which accounted for 66% of the total credit in fiscal 2025. Crisil Intelligence projects that NBFCs will drive the growth of MSME credit at a rate of 26-28% in fiscal 2026. Banks are expected to clock a growth rate of 18-20% in fiscal 2026. As domestic demand continues to rise, the overall MSME credit is expected to grow at 20-22% in fiscal 2026, fuelling the growth of SME revenue and corporate India. LAP portfolio is expected to grow steadily LAPs can be obtained by mortgaging residential and commercial real estate with a lender. These loans can be used for personal or business purposes by both salaried and self-employed individuals are eligible to apply. The main purpose of the loan is not strictly regulated and as it offers the financier security in the form of real estate. LAP is a secured offering with an interest rate lower than a personal or corporate loan. NBFCs’ LAP portfolio to grow 26-28% in fiscal 2026, outpacing banks Credit growth of LAP MSME (% y-o-y) 50.4% 38.6% 29.2% 27.5% 27.4% 26-28% 27-29% 23.5% 17.4% 12.7% 16.5% 16.5% 17-19% 17-19% -1.2% 3.9% FY20 FY21 FY22 FY23 FY24 FY25 FY26P FY27P 47% 49% 45% 43% 45% 48% 50% 52% Banks LAP NBFCs LAP Shareo Hf FN CB sFCs and Notes: 1. P: Projected 2. Credit deployment data published by the RBI was revised with effect from January 2021 and so were the comparable numbers for the previous fiscals Sources: Company reports, Crisil Intelligence Growth in LAPs at banks slowed to 16.5% in fiscal 2025 as they focused on higher-yielding products to earn better lending margins. LAPs at NBFCs grew at 27.4% as they focused on secured lending to safeguard asset quality. Moreover, few HFCs focused on LAPs to earn a better yield compared to home loans, supporting growth in the LAP book. The LAP market saw a rebound in fiscal 2023, with banks and NBFCs posting growth rates of 38.6% and 29.2%, respectively, the highest since the pandemic. However, the growth slowed in fiscal 2024, with banks growing at 16.5% and NBFCs at 27.4%. In fiscal 2023, banks initially took the lead owing to the perceived safety of collateral-backed loans. However, in fiscal 2024, non-banks, particularly HFCs, caught up and even surpassed banks in LAP growth, driven by their focus on maintaining higher yields. According to Crisil Intelligence, the LAP segment is expected to expand in fiscal 2026 with banks and NBFCs growing at 17-19% and 26-28%, respectively. The growth in LAP segment will be driven by lenders increasing preference for secured lending to MSMEs due to asset quality pressures and the impact of US tariffs on few sectors. NBFCs to lead non-LAP growth, albeit on a low base Loans with security and those without it make up the non-LAP segment. Working capital products such as cash credit, overdraft facilities and bill discounting, as well as other term loan products (asset-backed or hypothecated loans), are 142examples of non-LAP secured MSME loans. Hypothecated loans are term-based where the offered collateral is a combination of real estate, asset, stock and so on. Self-employed borrowers are provided unsecured MSME loans in the absence of a collateral. This type of lending is cash flow-based rather than collateral. Unsecured loans are reviewed based on a variety of factors, including scorecards, bureau checks, bank accounts, financial statements and returns from the goods and services tax. When a small business reaches a bank’s cash credit and overdraft limits, it opts for an unsecured business loan to expand or sustain operations, take advantage of short-term possibilities or get through a cash flow crisis. Many lenders offer such loans in addition to the secured loans. Due to the non-availability of collateral, underwriting plays a key role in maintaining asset quality of unsecured business loans. Underwriting these loans requires expertise and is powered by new financial technology and increased availability of data on customers’ credit history. Competition in the secured loans market (especially retail loans) has compelled NBFCs and a few private banks to gain expertise in niche lending and build robust digital platforms to cash in on the fresh opportunities in the unsecured business loans space, while maximising profitability. Banks’ non-LAP book moderated in fiscal 2025 Credit growth of Non-LAP* MSME (% y-o-y) 32.3% 31.6% 26-28% 25.3% 25-27% 23.3% 24.1% 19.1% 20-22% 20-22% 18.7% 16.5% 9.2% 9.7% 9.7% 5.2% FY20 FY21 FY22 FY23 FY24 FY25 FY26P FY27P 16% 16% 17% 15% 17% 18% 18% 19% Shareof NBFCs and Banks non-LAP NBFCs non-LAP HFCs Notes: 1. P: Projected 2. Credit deployment data published by the RBI was revised with effect from January 2021 and so were the comparable numbers for the previous fiscals have been revised accordingly. 3. * The non-LAP segment includes secured and unsecured loans Sources: Company reports, Crisil Intelligence In fiscal 2025, the non-LAP segment slowed down as both banks and NBFCs focused on secured lending by reducing exposure to unsecured MSME, particularly micro entities. In fiscal 2023, banks outperformed NBFCs in the non-LAP segment, achieving a robust growth rate of 24.1% driven by aggressive strategies, increased market presence, lower funding costs and sufficient liquidity. NBFCs, however, grew at a slower pace of 9.7%. In fiscal 2024, the trend reversed, with bank credit growth slowing to 18.7% due to the high base effect, while NBFCs witnessed significant acceleration in growth to 32.3%, with aggressive expansion in their market share. Looking ahead, Crisil Intelligence projects non-LAP growth to be marginally higher in fiscal 2026 and fiscal 2027 at both banks and NBFCs as lenders become more cautious about unsecured lending and focus on secured loan against property lending. Asset quality Asset quality of MSME loans to witness slight deterioration due to US tariff impact 143Among financial institutions, the asset quality of private banks, which serve relatively low-risk customers, is better than other lenders such as NBFCs, which often serve customers with lack of formal documented income. In fiscal 2024, GNPA ratio of MSME loans of NBFCs decreased supported by improvement in economic activity, better collection efficiency and strong credit growth. The asset quality has shown improvement after the deterioration in fiscal 2021, due to the pandemic as income of the borrowers took a hit. However, in fiscal 2025, GNPA ratio of MSME loans of NBFCs increased to 3.5% due to stress in unsecured business loans, especially in ticket size of less than Rs 1.0 million. However, MSME loans with ticket size greater than Rs 5.0 million were resilient. Crisil Intelligence estimates GNPA ratio to be slightly higher in the range of 4.5-5.5% in fiscal 2026 due to the impact of impact of US tariffs on few sectors. However, reduction in repo rates is expected is alleviate some pressure on the asset quality. Additionally, the reduction in GST rates shall be beneficial in generating sales for MSMEs MSME finance – Industry overview The MSME sector is a significant contributor to India's economy, accounting for approximately one-third of the country's gross domestic product The MSME sector is predominantly comprised of micro-enterprises, which are characterized by investments of up to Rs 250 million and a turnover of up to Rs 1 billion. Additionally, the sector encompasses small and medium-sized enterprises, with investments and turnover limits of up to Rs 2.5 billion and Rs 10 billion, and up to Rs 12.5 billion and Rs 50 billion, respectively, as per the revised definition introduced in the Union Budget 2025-26. However, micro-enterprises seldom expand or convert into small or medium-sized enterprises. This is partly because traditional lending processes, which rely on MSMEs showing their creditworthiness through collateral like documentation of digital financial transactions and property, prevent micro-enterprises from accessing financing to expand their businesses. Their inability to obtain affordable formal finance leads to weak working capital reserves, which reduces productivity and prevents their growth. Government policies towards the revival of the MSME sector have led to cash flow-based lending. The government also launched various initiatives such as the Credit Guarantee Fund Trust for Micro and Small Enterprises (CGTMSE), ECLGS, Pradhan Mantri MUDRA Yojana (PMMY) and Open Credit Enablement Network (OCEN). On the other hand, fintechs and traditional lenders have been driving growth by trying to cover the gap between demand and supply of credit to MSMEs. Government agencies such as Small Industries Development Bank of India (SIDBI) and Micro Units Development & Refinance Agency Ltd (MUDRA) and the Ministry of MSME have been instrumental in deploying the policies and creating infrastructure future growth. Government support and regulations Pradhan Mantri MUDRA Yojana (PMMY) Launched on April 8, 2015, has played a pivotal role in empowering non-corporate, non-farm small and micro enterprises by providing loans of up to Rs 1.0 million. To strengthen support for aspiring entrepreneurs, the loan limit was increased to Rs 2.0 million during the Union Budget 2024-25 on July 23, 2024. This new limit took effect on October 24, 2024. These loans, categorised as MUDRA loans, are offered by commercial banks, RRBs, small finance banks, MFIs and NBFCs. the loans are categorised into Shishu, (up to Rs 50,000), Kishore (above Rs 50,000 and up to Rs 0.5 million), Tarun (above Rs 0.5 million and up to Rs 1.0 million) and TarunPlus (above Rs 1.0 million and up to Rs 2.0 million), based on the degree of development and funding requirements of the recipient micro unit or entrepreneur and to serve as a benchmark for the subsequent stage of graduation or growth. Growth drivers of MSME finance sector Digitalisation Digitalisation reduces supply chain risks and gives MSMEs better access to a wider range of international markets. In the short term, digitalisation can help MSMEs by enabling remote transaction administration, effective product distribution, and simpler access to financial services. MSMEs may see real advantages from it, such as increased client 144acquisition, operational efficiency, staff development, risk management, innovation, and a need for less workers. MSMEs have been drawn to the digital channel even more as a result of rising internet usage, rising demand for inexpensive smartphones, and the closure of the information asymmetry gap by digital lenders. Government policy interventions The Indian government has launched numerous policies under the Atmanirbhar Bharat Abhiyaan and Make in India during the past 10 years to improve and expand the MSME sector. The Self-Reliant India Fund was established to address the MSMEs' ongoing need for equity and cash. The government has launched several other schemes such as the ECLGS, MSME Champions, CGTMSE, ONDC and OCEN, to help the sector grow. Key challenges Source: Industry reports, Crisil Intelligence Wholesale finance – Review and outlook Wholesale finance represents lending to mid-sized and large corporates, institutional customers and real estate developers by banks and other financial institutions. It encompasses both short- and long-term funding with latter dominating. While long term loans are driven by investment cycles, short term lending is influenced by business revenue and working capital requirement. Segmentation of wholesale finance offered by NBFCs Secured corporate lending (includes Real estate lending structured finance) •Provides customised and structured loans to real •Customised financing solutions to meet working estate developers for pre-approval/land capital and growth finance needs of corporate financing and construction of commercial and clients residential properties •It includes : •Last stage financing for inventory funding •Vanilla term loans •Working capital loans •Structured finance NBFCs compete with Banks via innovative product, strong relationship with corporates Customised solutions: 145NBFCs offer customised loan structures with features such as interest moratorium and bullet repayment schedules, which are generally not offered by banks. They often extend credit to developers for land and early-stage project financing. These offerings along with strong relationship with customers help NBFCs compete with banks. Lower turnaround time: Corporates often require funds quick fund disbursal for business expansion and/or managing liquidity crunch. NBFCs are able to meet the requirement of such clients owing to their faster turnaround time. Quicker TAT can be attributed digitalisation of loan origination, underwriting and collections, and faster processing of documents. Elongated decision making cycles in some public sector banks, owing to high ticket size and risk , works in favour of NBFCs. Strategic Credit Diversification and Risk Management: NBFCs are diversifying their wholesale credit portfolios to maintain asset quality, while ensuring sustainable returns. Diversification, in this context, involves spreading credit exposure across sectors and borrower segments to mitigate risks associated with economic downturns or sector-specific disruptions. Moreover, improved risk management techniques, such as enhanced credit assessment processes and continuous monitoring of loan performance, are being implemented to forecast potential defaults and preserve capital. This proactive approach not only helps stabilise asset quality but also positions NBFCs to capitalise on emerging opportunities in the market, thereby driving their growth in a competitive financial landscape. NBFCs wholesale segment recovers with a 7.9% growth in FY25 Growth momentum expected to continue with 11-13% growth in FY26 12-14% 11-13% 7.9% -0.8% -4.3% -6.9% -8.1% 2.2 2.2 2.1 2.0 2.1 2.4-2.5 2.7-2.8 FY21 FY22 FY23 FY24 FY25 FY26P FY27P Wholesale credit outstanding at NBFCs and HFCs (Rs trillion) YoY change Notes: 1. P: Projected 2. The merger of HDFC Ltd and HDFC Bank became effective from July 1, 2023. Past numbers have been adjusted for HDFC Limited’s wholesale loan book for normalised credit growth 3. Historical numbers are restated based on changes in reporting by companies Sources: Company reports, RBI, Crisil Intelligence In the first quarter of fiscal 2026, NBFCs recorded healthy momentum in wholesale loans disbursements driven by continued growth in construction finance and corporate loan book. Crisil Intelligence projects the wholesale book of NBFCs to grow at 11-13% in fiscal 2026 as the pass on of cumulative repo rate cut of 100 bps between February to June 2025 is expected to increase real estate sales and revive new project launches, thereby supporting the growth of the wholesale book. Wholesale books of banks moderated in fiscal 2025 Rate cuts to support wholesale lending albeit at a range bond growth in banks and an uptick in NBFCs 146Credit growth of wholesale loans (% YoY) 15.8% 13.5% 12-14% 11-13% 10.2% 14.8% 9-11% 8-10% 5.7% 12.2% 10.1% 9-11% 8-10% 7.9% 5.3% -4.3% -0.8% -4.5% -4.3% -8.1% -6.9% FY21 FY22 FY23 FY24 FY25 FY26P FY27P 7% 6% 5% 4% 4% 4% 4% NBFCs and HFCs Banks Total (Banks, NBFCs and HFCs) Shareo Hf N FCB sFCs and Notes: 1. P: Projected 2. The merger of HDFC Ltd and HDFC Bank became effective from July 1, 2023. Past numbers have been adjusted for HDFC Limited’s wholesale loan book for normalised credit growth 3. Historical numbers are restated basis change in reporting by companies Sources: Company reports, RBI, Crisil Intelligence Banks’ wholesale loan book clocked a compound annual growth rate (CAGR) of 8.0% between fiscals 2020 and 2025. Given their highly diversified loan book and availability of funding through deposits, banks have been the dominant player in the wholesale loan space with a market share of 96% as of fiscal 2025. In fiscal 2025, the wholesale loan book of banks rose 10.2% on-year to Rs 49 trillion, slower than the 15.8% growth in the previous fiscal. The slower growth can be attributed to banks increasingly focusing on growing their high-yielding retail book to support their interest margins. Moreover, many large corporations trimmed or delayed their capital expansion plans owing to the slowdown in the economy, with real gross domestic product declining from 9.2% in fiscal 2024 to 6.5% in fiscal 2025. Additionally, many companies relied on internal cash generation rather than borrowing on account of elevated interest rates. In the first quarter of fiscal 2026, the slump in bank’s wholesale lending persisted as the outstanding wholesale loan book declined on a sequential basis as many corporates repaid their bank loans and accessed capital market and money market – especially commercial papers – because of their competitive pricing. Moreover, many banks took an intentional call to support margins rather than chasing loan growth. Funding by banks to NBFCs also declined on a sequential basis, despite some revival in the month of June. On a positive note, several banks highlighted that they have built a robust pipeline of corporate loans which were sanctioned during the quarter and are expected to start getting disbursed from the second quarter. Crisil Intelligence projects banks’ wholesale credit growth rate in the range of 8-10% in fiscal 2026, slightly slower than that of fiscal 2025, and increase to 9-11% in fiscal 2027 driven by capital expansion activities by large corporations, normalisation of rates in capital markets, demand for NBFC credit and pickup in real estate projects Real estate book to showcase steady growth NBFCs’ and HFCs’ real estate lending expected to pick up in fiscal 2026 1476-8% 5-7% 1.1% -7.9% -9.2% -11.2% -13.2% 1.3 1.2 1.1 0.9 1.0 1.0-1.1 1.1-1.2 FY21 FY22 FY23 FY24 FY25 FY26P FY27P Real estate credit outstanding at NBFCs and HFCs (Rs trillion) YoY change Notes: 1. P: Projected 2. The merger of HDFC Ltd and HDFC Bank became effective from July 1, 2023. Past numbers have been adjusted for HDFC Limited’s wholesale loan book for normalised credit growth 3. Historical numbers are restated basis change in reporting by companies Sources: Company reports, RBI, Crisil Intelligence Since the pandemic, real estate lending by NBFCs (including HFCs) had been on a declining trend. The pandemic-led lockdowns led to asset quality stress due to halted construction, rise in labour shortages, extended construction timelines and financing challenges. In the aftermath of pandemic, the RBI raised the repo rate to curb inflation, leading to a slowdown in new real estate projects. In fiscal 2025, real estate lending book of NBFCs pivoted to growth and rose by 1.1% on-year to Rs 1.0 trillion with a majority of the growth coming from expansion of construction and developer loans by HFCs. Few players cautiously resumed lending to real estate projects after cleaning up their loan book. Additionally, NBFCs which have been reducing their real estate financing book, achieved significant rundown in their exposure to the segment. In the first quarter of fiscal 2026, real estate book of NBFCs continued the growth momentum as demand remained strong from developers. Few HFCs have also built a good project finance pipeline which will get disbursed in upcoming quarters. Crisil Intelligence projects the real estate book of NBFCs to grow 5-7% in fiscal 2026 and 6-8% in fiscal 2027 supported by a pickup in new real estate project launches on the back of lower repo rate. Also, the bulk of the real estate portfolio reduction by NBFCs is likely to have been completed Banks surpass NBFCs in lending to real estate Credit growth of real estate loans (% YoY) 20.0% 15-17% 13.6% 14-16% 12.2% 13-15% 13.3% 12-14% 2.6% 11.5% 1.6% 5.6% 5-7% 6-8% -1.3% 1.1% -0.7% -7.9% -9.2% -13.2% -11.2% FY21 FY22 FY23 FY24 FY25 FY26P FY27P 28% 26% 21% 17% 15% 14% 13% NBFCs and HFCs Banks Total (Banks, NBFCs and HFCs) Shareo Hf FN CB sFCs and Notes: 1. P: Projected 2. The merger of HDFC Ltd and HDFC Bank became effective from July 1, 2023. Past numbers have been adjusted for HDFC Limited’s wholesale loan book for normalised credit growth 3. Historical numbers are restated based on changes in reporting by companies Sources: Company reports, RBI, Crisil Intelligence 148After the pandemic, banks experienced a slowdown in real estate loans due to issue across the underlying sector. However, after fiscal 2022, banks rapidly grew their real estate books relative to NBFCs given their ability to provide funding at competitive rates compared with NBFCs. As the impact of the pandemic subsided, demand for luxury and prime housing rose, whereas affordable housing demand moderated due to lower affordability within the targeted segment following repo rate increases. Banks capitalised on this trend given their higher liquidity and ability to fund large projects, which supported their real estate loan book growth in fiscals 2023 and 2024. In fiscal 2025, banks’ real estate loan book growth normalised to 13.6% after recording a strong 20.6% increase in fiscal 2024. In the first quarter of fiscal 2026, banks continued to grow their real estate book on the back of new project launches and reduction in repo rates. Crisil Intelligence projects funding to real estate by banks to grow 14-16% in fiscal 2026 supported by a lower repo rate and real estate project launches. Asset quality Stress in NBFCs’ wholesale loan books is expected to be high, particularly in the real estate and corporate segments, due to the concentration of large loans. This is exacerbated by extensions to contractual moratorium and the date of commencement of commercial operations (DCCO). Wholesale segment gross non-performing assets (GNPAs) of NBFCs moderated marginally in fiscal 2025 owing to recoveries as well as wite-offs. However, for a few players, GNPAs remained in high double digits due to reduction in their wholesale book and no new disbursements. Crisil Intelligence estimates the overall GNPAs will remain on a higher side — at 6-9% — in fiscal 2026.. Key Growth Drivers Rise in urbanization to create demand for residential real estate in urban India Urbanisation provides an impetus to housing demand in urban areas as migrants from rural areas require dwelling units. In 2030, about 37% of Indian population is expected to live in urban areas of the country. This trend in urbanization has pushed the demand for houses in urban areas. Infrastructure development across India is driving growth in the real estate sector The development of infrastructure plays a key role in enhancing the demand for residential estate. Infrastructure development leads to an increase in connectivity through railways, air, and road, reducing commute time. Well planned transportation infrastructure attracts investments and business which further creates demand for commercial and residential real estate. Also, other infrastructure development such medical facilities, educational institutions, entertainment hubs, retail market, business centres, schools, retail outlets etc. promote real estate prices as these infrastructure projects are the most preferred aspect for residential real estate buyers. Focus on integrated lifestyle especially by millennial buyers Nowadays, residential real estate buyers, especially millennials, have key preferences for their homes. These residential real estate buyers look for work-life balance and seek residences which offer modern amenities, vibrant communities, and access to leisure and entertainment options. They prefer integrated townships with gated communities which offer a variety of amenities such as fitness centres, swimming pools, and recreational spaces. Due to this, developers today are focusing on offerings to cater these lifestyle-based preferences, resulting in real estate development projects for aspirations and dreams of millennial generation. Risks and challenges: Operational risk in project approvals and construction Operational risks in real estate financing include project delays due to legal issues, funding shortfalls, or logistical challenges, and construction risks such as poor construction quality, labour shortages, and unreliable contractors. 149Effective project management, regular monitoring, and contingency planning are essential to mitigate these risks and ensure timely project completion. Increasing preference towards renting rather than buying The millennial generation is expected to drive a significant shift in the housing market, with a growing preference for renting over buying homes. The rise of the sharing economy, co-living spaces, and online rental platforms is also contributing to this trend, making it easier and more appealing for millennials to rent rather than buy. Market and regulatory risks In the real estate financing industry, market risks such as property price volatility and demand-supply mismatches, combined with regulatory and compliance risks like frequent policy changes and legal non-compliance, pose significant challenges. Effective risk management requires market analysis, adaptive strategies, and strict adherence to evolving regulations to ensure project stability and profitability. Government support and regulations Government support in the form of investment funds will benefit wholesale lenders over the medium term owing to significant financial stress. 150OUR BUSINESS Some of the information contained in the following discussion, including information with respect to our plans, strengths and strategies, contains forward looking statements that involve risks, assumptions, estimates and uncertainties. This section should be read in conjunction with the sections “Forward Looking Statements”, “Risk Factors” and “Financial Statements” on pages 18, 19 and 225, respectively, for a discussion of the risks and uncertainties related to such statements and also “Risk Factors” on page 19 for a discussion of certain factors that may affect our business, financial condition or results of operations. Our actual results may differ materially from those expressed in or implied by these forward looking statements. Our fiscal year ends on March 31 of each year, and references to a particular fiscal are to the twelve months ended March 31 of that year. In this section any reference to “we”, “us” or “our” refers to Sammaan Capital Limited. Unless otherwise indicated, or unless the context otherwise requires, the financial information included herein is based on our Audited Financial Statement. For further information, see “Financial Information” on page 225. Further, certain information about our business that has been presented in this section has been classified as per our management’s analysis of our business products and is not comparable with the categorization of our business and/or business products in regulatory filings that are required to be made before the RBI or any other regulator. Unless otherwise indicated, industry and market data used in this section has been derived from the report “NBFC Report released in August 2025” prepared and issued by Crisil (the “Crisil Report”). OVERVIEW Our Company was initially registered as a non-deposit taking housing finance company registered with the NHB pursuant to a certificate of registration dated December 28, 2005 bearing registration number 02.0063.05, however this license was later surrendered. We are a now non-deposit taking investment and credit company (“NBFC-ICC”) registered with RBI, bearing registration no. N-14.03624. We are also a notified financial institution under the SARFAESI Act. We pre- dominantly offer housing loans and loans against property to our varied client base which comprises (i) salaried employees; (ii) self-employed individuals; (iii) micro, small and medium-sized enterprises (“MSMEs”); and (iv) corporates. We focus primarily on long-term secured mortgage-backed loans. We also offer mortgage loans to real estate developers in India in the form of lease rental discounting for commercial premises and construction finance for the construction of residential premises. Our Loan Book consists of both housing and non-housing loans. As of June 30, 2025 and March 31, 2025, our total consolidated Loan Book was ₹ 44,746.43 crores and ₹ 45,732.88 crores, respectively. Since financial year 2022, we have shifted to an asset-light business model, focusing on co-lending and sell-down of loans, along with banks, other financial institutions and credit funds and an increased sell down of our loan portfolio (for details, see “– Our Strategy – Scale-up the retail asset-light business model” on page 155). As of June 30, 2025, our Company has a network of 137 active branches at Company level, and 218 active branches including our Material Subsidiary, Sammaan Finserve Limited, which are spread across 20 states in India. Our presence across India allows us to undertake loan processing, appraisal, and management of customer relationships in an efficient and cost-effective manner. As of June 30, 2025, we have a direct sales team of 1,279 employees, on a standalone basis, who are located across our network. This sales team is instrumental in sourcing the majority of our customers. We also rely on external channels, such as direct sales agents for referring potential customers to us. As at March 31, 2025, our consolidated borrowings (other than debt securities) were ₹22,057.05 crores, consolidated debt securities were ₹16,585.16 crores and consolidated subordinated liabilities were ₹4,083.43 crores and our standalone borrowings (other than debt securities) were ₹ 20,956.97 crores, standalone debt securities were ₹15,675.58 crores and standalone subordinated liabilities were ₹3,751.27 crores. As at June 30, 2025, our standalone borrowings (other than debt securities) were ₹ 22,351.26 crores, standalone debt securities were ₹ 14,964.46 crores and standalone subordinated liabilities were ₹ 3,754.12 crores. We rely on long-term and medium-term borrowings from banks and other financial institutions, including external commercial borrowings and issuances of non-convertible debentures. We have a diversified lender base, comprising public sector undertakings (“PSUs”), private banks and other financial institutions. We also sell down parts of our portfolio through the securitisation and/or direct assignment of loan receivables to various banks and other financial institutions, which is a major source of liquidity for us. Our income and profit/ (loss) for the quarter ended June 30, 2025 and financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 are as follows: 151(₹ in crores) Particulars Consolidated Standalone Quarter ended June 30, 2025 Total Income 2,409.43 2,200.20 Profit for the period* 334.30 297.44 (₹ in crores) Particulars Consolidated Standalone Year ended March 31, 2025 2024 2023 2025 2024 2023 Total Income 8,683.25 8,624.77 8,725.79 7,671.14 7,539.02 7,380.78 (Loss)/ Profit for the (1,807.46) 1,214.39 1,129.69 942.69 989.82 819.17 period/ year* * Profit/ (loss) for the year in case of consolidated number = Profit for the period/year attributable to the shareholders of the company. We have a long-term credit rating of “Crisil AA/Stable” from Crisil, “[ICRA]AA (Stable)” from ICRA, “CARE AA-; Stable” from CARE Ratings and “BWR AA+/ Stable” from Brickwork Ratings for non-convertible debentures and subordinated debt programme. Additionally, we have a long-term credit rating of “Crisil AA/Stable” from Crisil, “CARE AA-; Stable” from CARE Ratings for our long-term facilities. We also have the highest short-term credit rating of “Crisil A1+” from Crisil and “BWR A1+ (reaffirmed)” from Brickwork Ratings, for our commercial paper programme and have short term ratings of “CARE A1+” from CARE ratings for short term bank lines. We also have an international credit rating of “B 2; Outlook Stable” from Moody’s and Short term from S&P Global Ratings of “B; Positive Outlook” and long-term issuer credit rating from S&P Global Ratings of “B+; Stable outlook”. We also have rating of “B” for Senior Secured Social Bonds from S&P Global Ratings. As at June 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023, our consolidated gross NPAs, as a percentage of our consolidated Loan Book, were 2.02%, 1.80%, 3.23% and 3.37%, respectively, and our consolidated net NPAs (which reflect our gross NPAs less provisions for ECL on NPAs (Stage 3) for the quarter ended June 30, 2025 and financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, as a percentage of our consolidated Loan Book, were 1.16%, 1.08%, 1.83% and 2.24%, respectively. As of June 30, 2025 and March 31, 2025, we have ECL allowance on financial assets and loan commitments amounting to ₹ 1,268.65 crores and ₹ 825.78 crores, respectively, on a consolidated basis which is equivalent to 2.84% and 1.81%, respectively, of our consolidated Loan Book and 140.03% and 100.44%, respectively, of our consolidated Gross NPAs. As of June 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023, our standalone CRAR (%) was 29.17%, 29.52%, 22.73% and 23.01%, respectively. Our standalone CRAR (%) is computed in accordance with the RBI Master Directions for Fiscal 2025, Fiscal 2024 and Fiscal 2023. The regulatory minimum requirement for CRAR (%) was 15% for March 31, 2025, 15% for March 31, 2024 and 15% for March 31, 2023. For the quarter ended June 30, 2025 and Fiscal 2025, Fiscal 2024 and Fiscal 2023, our consolidated total revenue from operations was ₹ 2,400.33 crores, ₹ 8,623.33 crores, ₹ 8,474.87 crores and ₹ 8,719.28 crores, respectively. For the quarter ended June 30, 2025 and Fiscals ended March 31, 2025, March 31, 2024 and March 31, 2023 our consolidated profit/ (loss) for the year attributable to the Shareholders of the Company was ₹ 334.30 crores, ₹ (1,807.46) crores, ₹ 1,214.39 crores and ₹ 1,129.69 crores, respectively. Further, for the quarter ended June 30, 2025 and Fiscal 2025, Fiscal 2024 and Fiscal 2023, our standalone total revenue from operations was ₹ 2,191.87 crores, ₹ 7,610.40 crores, ₹ 7,379.99 crores and ₹ 7,363.76 crores, respectively. Also, for the quarter ended June 30, 2025 and Fiscal 2025, Fiscal 2024 and Fiscal 2023, our standalone profit for the year was ₹ 297.44 crores, ₹ 942.69 crores, ₹ 989.82 crores and ₹ 819.17 crores, respectively. In addition to business growth, the key areas of focus for us and our Board are asset liability management (“ALM”) and risk management. We have formed an asset liability management committee and a risk management committee. Our asset liability management committee reviews our asset and liability positions and gives directions to our finance and treasury teams in managing the same. From time to time, we employ prudent ALM techniques to manage large repayments to smoothen out our ALM. Our risk management committee periodically approves, reviews, monitors and modifies various policies including our credit policy, operation policy and policies pertaining to our information security management, and the committee also reviews regulatory requirements and implements appropriate mechanisms and guidelines related to risk management. Our Strengths 152Our primary strengths are as follows: One of the largest pan-India NBFC with strong financial performance and credit ratings Our geographical reach within India across Tier I, Tier II and Tier III cities enables us to target and grow our customer base. We offer loans to our target client base of salaried and self-employed individuals and MSMEs. Our presence across India allows us to undertake loan processing, appraisal and management of customer relationships in an efficient and cost-effective manner. We believe that we have been able to build and strengthen our brand and increase our brand awareness through quality customer service, particularly in the retail mortgage segment, and various marketing and advertising campaigns in print and electronic media. We believe that our customer-oriented approach and efficiencies have aided us in achieving customer loyalty. Further, we are a well-capitalised NBFC with a strong financial track-record. In the quarter ended June 30, 2025 and fiscal year ended March 31, 2025, our consolidated profit/ (loss) for the period/ year attributable to the Shareholders of the Company was ₹ 334.30 crores and ₹ (1,807.46) crores, respectively. As of June 30, 2025, our standalone CRAR, computed in accordance with the regulations, was 29.17%. As of March 31, 2025, our standalone CRAR, computed in accordance with the applicable laws, was 29.52%, as against the regulatory minimum requirement of 15%. We have a long-term credit rating of “Crisil AA/Stable” from Crisil, “[ICRA]AA (Stable)” from ICRA, “CARE AA-; Stable” from CARE Ratings and “BWR AA+/ Stable” from Brickwork Ratings for non-convertible debentures and subordinated debt programme. Additionally, we have a long-term credit rating of “Crisil AA/Stable” from Crisil, “CARE AA-; Stable” from CARE Ratings for our long-term facilities. We also have the highest short-term credit rating of “Crisil A1+” from Crisil and “BWR A1+ (reaffirmed)” from Brickwork Ratings, for our commercial paper programme and have short term ratings of “CARE A1+” from CARE ratings for short term bank lines. We also have an international credit rating of “B 2; Outlook Stable” from Moody’s and Short term from S&P Global Ratings of “B; Positive Outlook” and long-term issuer credit rating from S&P Global Ratings of “B+; Stable outlook”. We also have rating of “B” for Senior Secured Social Bonds from S&P Global Ratings. We believe that our wide geographic reach combined with our strong financial performance and credit ratings makes us well-positioned to take advantage of the growth in the industry by providing us with competitive advantages, contributing to the growth of our business and providing comfort to our stakeholders, including shareholders, lenders and rating agencies. Access to diversified funding sources Over the years, we have developed a diversified funding base and have established strong relationships with our lenders. Our lenders include PSUs and private banks, and other financial institutions. As at March 31, 2025, our consolidated borrowings (other than debt securities) were ₹22,057.05 crores, consolidated debt securities were ₹16,585.16 crores and consolidated subordinated liabilities were ₹4,083.43 crores. As at June 30, 2025, our consolidated borrowings (other than debt securities) were ₹ 23,213.45 crores, consolidated debt securities were ₹ 15,790.49 crores and consolidated subordinated liabilities were ₹ 4,086.38 crores. We fund our capital requirements through multiple sources. Our primary sources of funding are long-term loans and issuances of non-convertible debentures. In addition, we sell down parts of our portfolio through the securitisation or direct assignment of loan receivables to various banks and other financial institutions, which is another source of liquidity for us. As at June 30, 2025 and March 31, 2025, our consolidated borrowings (i.e., the sum of debt securities, borrowings (other than debt securities) and subordinated liabilities) were through banks and financial institutions 53.25% and 50.93%, respectively, issuances of non-convertible debentures and other debt instruments, including perpetual and subordinated debt 46.13% and 48.38%, respectively, and lease liability 0.62% and 0.69%. Further, as at March 31, 2025, our standalone borrowings (i.e., the sum of debt securities, borrowings (other than debt securities) and subordinated liabilities) were through banks and financial institutions 51.31%, issuances of non-convertible debentures and other debt instruments, including perpetual and subordinated debt 48.11% and lease liability 0.58%, and as at June 30, 2025, our standalone borrowings (i.e., the sum of debt securities, borrowings (other than debt securities) and subordinated liabilities) were through banks and financial institutions 53.91%, issuances of non-convertible debentures and other debt instruments, including perpetual and subordinated debt 45.58% and lease liability 0.51%. We believe that our strong financial performance, capitalisation levels and credit ratings give considerable comfort to our lenders and enable us to borrow funds at competitive rates, thereby lowering our overall cost of borrowings. Prudent credit and collection policies 153Our credit policies specify the types of loans to be offered, the documentary requirements and limits placed on loan amounts. We have several policies for the varied products offered by us, each specifically tailored to benefit the diverse customer base. These policies are aimed at supporting the growth of our business by minimising the risks associated with growth in our Loan Book. We have also established protocols and procedures to be followed when engaging with customers, as well as to determine the authority and levels to which credit decisions can be taken at various offices. Over the years, we have gained significant experience in mortgage loan underwriting and this is now a key contributor to our business. We also have an experienced collections team which, with our legal team, have enabled us to maintain high collection efficiencies through economic cycles. Our centralised credit analysis processes combined with our dedicated collections team help maintain the quality of our total Loan Book. As at June 30, 2025 and March 31, 2025, our consolidated gross NPAs as a percentage of our consolidated Loan Book were 2.02% and 1.80%, respectively. Historically, we have maintained a higher provisioning for NPAs than the norms prescribed under the regulatory guidelines. As of June 30, 2025 and March 31, 2025, we have ECL allowance on financial assets and loan commitments amounting to ₹ 1,268.65 crores and ₹ 825.78 crores, respectively, on a consolidated basis, which is equivalent to 2.84% and 1.81%, respectively, of our consolidated Loan Book and 140.03% and 100.44%, respectively, of our consolidated Gross NPAs. The ECL allowance also includes provision for increased risk of deterioration of our loan portfolio on account of macroeconomic factors caused by the COVID-19 pandemic. Effective use of technology Our digital Home Loans facility is a technological platform that gives our home loan customers access to paperless loans through their computers or mobile devices. With this technology, the entire process of loan origination (from loan application to approval) is managed through computers and mobile devices so instead of multiple visits, we meet customer only once at our branch. We believe that this results in significant customer convenience by providing a seamless loans approval process that is operable remotely and is accessible to customers at any time. Our digital Home Loans facility has also enhanced our access to customers in regions where we do not have full-service branches. We believe that this has reduced our operational costs and overheads and that this use of technology is key to realising our strategy of transitioning to an asset light model (see “– Our Strategy” on page 152). Multi-pronged distribution strategy and automated processes Additionally, we use various information security measures to help maintain our competitiveness, customer confidence and brand value. For further details on our information security measures, see “– Liability Management – Operational Risk Management” below. Expertise in Providing Loans to Self-Employed Individuals and MSMEs We primarily provide loans against property to self-employed individuals, proprietorships and MSMEs and corporates. 154These loans are secured against the cash-flow of businesses and through mortgages of, among others, business premises and self-occupied residential properties of customers. We have over 16 years of experience with loans against property (“LAP”), with demonstrated portfolio performance across business cycles including the demonetisation, GST transition and the global financial crisis. We believe that the speed of underwriting secured loans to MSMEs by NBFCs will be a catalyst for growth of the MSME market. Specifically, since the implementation of goods and services tax (“GST”) in India, the filing of GST returns has been made mandatory for MSMEs with turnover of over ₹40 lakh and involved in the intra-state supply of goods. We believe that the ready availability of historical GST returns for verification from a reliable source, will make underwriting a loan for a product as complex as secured loans to MSMEs a quicker and safer affair. We ultimately believe that our experienced team and robust processes are well-positioned to take advantage of the new opportunities in the secured MSME market. Experienced Board of Directors and Senior Management Team Our Board of Directors comprises a diversified mix of professionals, who have experience and expertise in the fields of banking and regulatory affairs, business, legal affairs and taxation, among others. A number of our senior management team members have been with us since the commencement of our operations. We believe that as a result, we have been able to demonstrate strong growth while minimising our risk profile. In addition, the chairman of our board of directors is an independent non-executive chairman which contributes to the independence of our board and quality of our corporate governance. For further details, please see “Our Management” on page 187. In order to strengthen our credit appraisal and risk management systems, we have over the years recruited a number of senior managers with experience working in lending finance firms providing loans to retail customers, to develop and implement our credit policies. We have also formed an Asset Liability Management Committee and a Risk Management Committee. The Asset Liability Management Committee reviews our asset and liability positions and gives directions to our finance and treasury teams in managing such positions. Our Risk Management Committee periodically approves, reviews, monitors and modifies various policies including our credit policy, operation policy and policies pertaining to our information security management, and the committee also reviews regulatory requirements and implements appropriate mechanisms and guidelines related to risk management. Our Strategy Set forth below are the elements of our medium to long-term business strategy. We will continue to explore acquisition and expansion opportunities from time to time as part of our strategy. Scale-up the retail asset-light business model ALM is a key risk for non-deposit taking mortgage lending non-banks which rely on wholesale borrowings. This is because borrowings from banks and most debt market lenders/investors have a term of three to five years, while the loans extended are for longer tenures. On the other hand, banks in India, especially public sector banks, are strong deposit gathering franchises. We believe that a successful housing finance business will have to go through a cyclical shift wherein asset-heavy balance sheets and high leverage levels will have to transform into leaner balance sheets by following an asset-light model of business, reducing the reliance on large-scale asset and liability management mismatched borrowings and de-risking the balance sheet from wholesale loans to builders that are vulnerable to challenges of a weak housing market and the shutdown of credit flow from non-banks. Non-banks source loans with their reach and expertise around cost-effective underwriting of loans, which are then sold down to and warehoused on the balance sheet of banks, creating a win-win situation for both banks and non-banks. Accordingly, we have transitioned to an asset-light growth model, comprising two elements: co-lending with banks, other financial institutions and credit funds; and increased portfolio sell-downs. In retail loans, we originate home loans and secured MSME loans which we are co-lending with our partners or some of which we are securitising/assigning to banks and other financial institutions (except for such portions of loans which we are required to be kept on our balance sheet as per regulatory requirements). Co-lending model Pursuant to the RBI’s policy on co-lending by banks and NBFCs for priority sector lending, we have fully operational co-lending arrangements with 9 banks for sourcing home loans and secured MSME loans. We believe these lenders are looking to grow their loan book and we can offer them cost-efficient distribution and quality underwriting of loans. We intend to leverage on the deposit-led liability franchise of our co-lending partners and complement that with our 155technology-led distribution to provide efficient solutions around home loans and secured MSME loans to a wide gamut of customers across geographies, ticket-size and yield spectrum, to give us balance-sheet light growth and profitability. We have completed tech-integration with 6 co-lending partners and aim to complete tech-integration with the other three remaining partners, which is in advance stages. The co-lending model involves the sharing of risks and rewards between both the co-lending partners, through 80:20 participation, whereby 80% of the loan is provided by our co-lending partner and the remaining 20% is provided by us. Accordingly, for our co-originated loans, we recognise 20% of the total loan amount on our balance sheet. As the customer gets a rate that is a blend of 80% co-lending partner rate and 20% ours, we believe we can realise a healthy yield while the yield for the end-customer still remains very reasonable and competitive. The credit policy for co- originated loans is jointly prepared by the co-lending partner and us. The credit costs are shared on a pari passu basis. Under this model, we earn a spread on our portion of the loan (i.e., 20% of the total loan amount). In addition, we also receive a processing fee from the customer, an origination fee from the partner (on their 80% of the loan amount), annual servicing fees from the partner (on their 80% of the loan amount) and insurance income in relation to insurance provided to the customer. Type of fee income as well as the percentage of fee income to be received by us will differ across partner arrangements based on our mutually agreed terms. We also intend to follow a co-lending model for wholesale loans in partnership with real estate focused credit and investment funds who are looking to invest in the Indian real estate sector. Under the arrangement, we will retain 5%- 10% on our balance sheet while 90%-95% will be on the investors’ balance sheet. In such arrangements, we will receive the entire processing fee and insurance commission. Additionally, we will also earn a spread on our portion of the loan. Sell-down We have sell down relationships with 24 financial institutions, primarily banks, that are well acquainted with our portfolio and underwriting quality. We sell down loans at a spread from the yield received from end customers. This spread is earned on 100% of the sold loans, while only 10% to 20% of such loans remain on our balance sheet. While we have consistently been selling down loans in the past, going forward, our strategy is to further increase the sell down portion of our portfolio. Continue to focus on maintaining a robust balance sheet through strong capital adequacy, high provisions and adequate liquidity We have been in business for 17 years and have gone through various economic cycles including the 2008-09 global financial crisis and 2012-13 ‘taper tantrum’. Based on our experience from handling such trying circumstances, we believe that maintaining healthy capital, provisions and liquidity are the best defence towards such times. Our efforts over the past four years of the NBFC/HFC crisis as well as during the economic disruption caused by the COVID-19 pandemic have been focused towards this end. As of June 30, 2025, our standalone CRAR, computed in accordance with the regulations, was 29.17%. As of March 31, 2025, our standalone CRAR, computed in accordance with the regulations, 29.52%, as against the regulatory minimum requirement of 15%. As at June 30, 2025 and March 31, 2025, our consolidated gross NPAs as a percentage of our consolidated Loan Book were 2.02% and 1.80%, respectively. Historically, we have maintained a higher provisioning for NPAs than the norms prescribed under the regulatory guidelines. As of June 30, 2025 and March 31, 2025, we have ECL allowance on financial assets and loan commitments amounting to ₹ 1,268.65 crores and ₹ 825.78 crores, respectively, on a consolidated basis, which is equivalent to 2.84% and 1.81%, respectively, of our consolidated Loan Book and 140.03% and 100.44%, respectively, of our consolidated Gross NPAs As at March 31, 2025, our consolidated cash and cash equivalents were ₹3,349.63 crores against our consolidated Loan Book of ₹ 45,732.88 crores, and as at June 30, 2025, our consolidated cash and cash equivalents were ₹ 3,893.70 crores against our consolidated Loan Book of ₹ 44,746.43 crores. Professionally-run Board-governed Company We began the institutionalization process of the Company nearly two years ago and took concrete steps towards achieving improved corporate governance standards. In August 2020, Sameer Gehlaut, the founder/ erstwhile promoter of our Company, relinquished Chairmanship of the Board and Subhash Sheoratan Mundra, ex-Deputy Governor of the RBI, assumed the position as the Non-Executive Chairman of the Company. Sameer Gehlaut (founder and erstwhile promoter), 156Inuus Infrastructure Private Limited and Sameer Gehlaut IBH Trust (erstwhile promoter group members), vide a letter dated March 14, 2022 addressed to the Board of Directors of our Company, had requested to be re-classified from the “promoter and promoter group” category to “public” category of Shareholders of our Company, in accordance with Regulation 31A of the SEBI Listing Regulations, subject to receipt of requisite approvals. Thereafter, the Board considered and approved the request at its meeting held on March 15, 2022. Further, the Shareholders of the Company approved said re-classification at their extraordinary general meeting held on April 18, 2022, subject to Stock Exchanges and other approvals. On April 19, 2022, the Company filed the relevant applications with National Stock Exchange of India Limited and BSE Limited for approval of this re-classification and received the approvals from both Stock Exchanges vide their letters dated February 22, 2023. In April 2022, the Company inducted B.C. Patnaik, Managing Director, Life Insurance Corporation of India, onto the Board as nominee director of Life Insurance Corporation of India (“LIC”), thereby bringing direct institutional oversight on the operations of the Company. B.C. Patnaik has subsequently resigned from the Board of the Company, as a Nominee Director of LIC, effective from April 29, 2023. B.C. Patnaik’s resignation from the Company’s Board followed the approval of his appointment by the Appointments Committee of the Cabinet to the post of Whole-Time Member (Life), Insurance Regulatory and Development Authority of India. On July 28, 2023, the Board has appointed Rajiv Gupta, Director & Chief Executive Officer of LICHFL Asset Management Company Ltd, as LIC’s Nominee Director, on the Board of the Company with effect from July 28, 2023. We also appointed Achuthan Siddharth, who was a partner with Deloitte Haskins & Sells for over 30 years, to the Board; he now chairs the Audit Committee. Other independent directors like Dinabandhu Mohapatra (ex-MD & CEO, Bank of India) and Shefali Shah, IRS (ex-Income Tax Officer), were also inducted into the Board to serve as independent directors. More than 50% of the Company’s Board is now independent. Our Board of Directors comprises a diversified mix of professionals, who have experience and expertise in the fields of banking and regulatory affairs, business, legal affairs and taxation, among others. A number of our senior management team members have been with us since the commencement of our operations. For further details please see “Our Management” on page 187. To strengthen corporate governance practices, most of our key committees are now chaired by independent directors with relevant experience. The Board now has regular and direct oversight on all key areas of executive operations. Sameer Gehlaut (through certain entities forming part of the Erstwhile Promoter Group), sold approximately 11.90% of their holding in our Company in December 2021, reducing the stake of the Erstwhile Promoter Group to 9.77%. Subsequently, Sameer Gehlaut resigned from his post of Non-Executive, Non-Independent Director on the Board of our Company with effect from March 14, 2022, and along with the members of the Erstwhile Promoter Group, requested to be re-classified from the ‘promoter and promoter group’ category to ‘public’ category of Shareholders of our Company, in accordance with Regulation 31A of the SEBI Listing Regulations, subject to receipt of requisite approvals. Thereafter, the Board, at its meeting held on March 15, 2022, considered and approved the request. Further, the Shareholders of the Company, at their extraordinary general meeting held on April 18, 2022, approved said re-classification, subject to Stock Exchanges and other approvals. On April 19, 2022, the Company filed the relevant applications with National Stock Exchange of India Limited and BSE Limited for approval of this re-classification and received the approvals from both Stock Exchanges vide their letters dated February 22, 2023. As on the date of this Draft Shelf Prospectus, our Company has no identifiable promoters and is a professionally managed company. Key Operational and Financial Parameters Our key operating and financial metrics (on a consolidated basis) as at and for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 are as follows: (₹ in crores unless otherwise stated) Parameters As at and for the year ended March 31, 2025 2024 2023 Balance Sheet Assets Property, plant and equipment 91.42 100.62 77.80 Financial assets 66,743.06 69,731.34 69,730.05 Non-financial assets (excluding property, plant and equipment)(1) 3,346.57 3,234.44 5,137.39 Total Assets 70,181.05 73,066.40 74,945.24 Liabilities Financial liabilities Derivative financial instruments 57.61 31.85 14.82 Trade payables (i) total outstanding dues of micro enterprises and small enterprises - - - (ii) total outstanding dues of creditors other than micro enterprises and 1.91 3.02 3.53 157(₹ in crores unless otherwise stated) Parameters As at and for the year ended March 31, 2025 2024 2023 small enterprises Debt Securities 16,585.16 14,488.42 18,837.07 Borrowings (other than Debt Securities) (excluding lease liabilities)(2) 21,761.17 29,628.86 28,863.87 Subordinated liabilities 4,083.43 4,187.83 4,396.94 Lease liabilities 295.88 188.31 305.59 Other financial liabilities(3) 5,099.70 4,228.71 4,705.82 Non-Financial Liabilities Current tax liabilities (net) 2.17 3.19 13.81 Provisions 98.17 88.04 77.75 Deferred tax liabilities (net) - 6.73 0.04 Other Non-Financial Liabilities(4) 373.40 419.54 364.75 Equity (equity share capital and other equity) 21,822.45 19,791.90 17,361.25 Non-controlling interest - - - Total liabilities and equity 70,181.05 73,066.40 74,945.24 Statement of Profit and Loss Total revenue from operations 8,623.33 8,474.87 8,719.28 Other income 59.92 149.90 6.51 Total income 8,683.25 8,624.77 8,725.79 Total Expenses 11,058.82 6,976.08 7,121.94 (Loss)/ profit for the year attributable to the Shareholders of the Company (1,807.46) 1,214.39 1,129.69 Other Comprehensive Income 147.22 318.23 10.56 Total Comprehensive (Loss)/ Income (1,660.24) 1,532.62 1,140.25 Earnings per equity share Basic (₹) (26.70) 23.78 25.19 Diluted (₹) (26.70) 23.53 25.05 Statement of Cash Flows Net Cash from / (used in) operating activities (A) 8,771.63 (123.28) 4,000.96 Net Cash (used in)/ from investing activities (B) (5,577.75) 1,590.11 884.25 Net Cash (used in) financing activities (C) (2,373.07) (2,382.71) (9,141.84) Net increase / (decrease) in cash and cash equivalents (D=A+B+C) 820.81 (915.88) (4,256.63) Cash and cash equivalents as per Cash Flow Statement as at beginning of 2,528.82 3,729.41 7,986.04 the Year Cash and cash equivalents as per Cash Flow Statement as at end of the 3,349.63 2,813.53 3,729.41 quarter (includes ₹ 31.77 Crore for discontinued operations for FY 23) Additional Information Net worth(5) 21,621.02 19,539.29 17,091.73 Cash and cash equivalents 3,349.63 2,813.53 3,697.64 Loans 44,914.85 53,012.63 55,831.30 Loan Book(6) 45,732.88 54,324.59 57,011.22 Total Debts to Total assets(7) 60.88% 66.37% 69.92% Interest Income(8) 8,497.06 8,332.98 8,561.39 Interest Expense(9) 4,791.36 5,306.77 5,636.49 Impairment on financial instruments (net of recoveries / written back) 5,068.50 768.44 666.00 Bad Debts to Loans 1.64% 1.01% 0.79% % Stage 3 Loans on Loan Book(10) 1.80% 3.23% 3.37% % Net Stage 3 Loans on Loan Book(11) 1.08% 1.83% 2.24% Tier I Capital Adequacy Ratio (%) – Standalone# 29.47% 21.80% 18.39% Tier II Capital Adequacy Ratio (%) – Standalone# 0.05% 0.93% 4.62% Notes: (1) Non-financial assets (excluding property, plant and equipment) = Current tax assets (net) + Deferred tax assets (net) + Goodwill on consolidation + other intangible assets+ Right-of-use assets + Other Non-financial assets + Assets held for Sale + Non-financial assets held for sale. (2) Borrowings (other than Debt Securities) (excluding lease liabilities) = Borrowings (other than Debt Securities) - lease liability (3) Other financial liabilities = Other financial liabilities + Financial liabilities in respect of assets held for sale (4) Other Non-Financial Liabilities = Other Non- Financial liabilities+ Non-financial liabilities in respect of assets held for sale (5) Net worth = Equity share capital + Other equity – Goodwill on consolidation – Deferred expenditure (6) Loan Book = Term loans (net of assignment) (including redemption premium) (7) Total Debts to Total assets = (Debt Securities + Borrowings (other than Debt Securities) +Subordinated liabilities)/Total Assets (8) Interest Income includes Treasury Income i.e. Interest Income + Net gain on fair value changes + Net gain on derecognition of financial instruments under amortised cost category. 158(9) Interest Expense means Finance Costs (10) % Stage 3 Loans on Loan Book = Stage 3 Loans/ Loan Book (11) % Net Stage 3 Loans on Loan Book = (Stage 3 Loans-ECL provision on Stage 3 Loans)/ Loan Book # Computed in accordance with the RBI Master Directions Our key operating and financial metrics (on a consolidated basis) as at and for the quarter ended June 30, 2025 is as follows: (in ₹ crores, unless stated otherwise) Parameters As at and for the quarter ended June 30, 2025 Balance Sheet Assets Property, plant and equipment 97.85 Financial assets 67,358.29 Non-financial assets (excluding property, plant and equipment)(1) 3,287.56 Total Assets 70,743.70 Liabilities Financial liabilities Derivative financial instruments 74.28 Trade payables (i) total outstanding dues of micro enterprises and small enterprises - (ii) total outstanding dues of creditors other than micro enterprises and small enterprises 1.10 Debt Securities 15,790.49 Borrowings (other than Debt Securities) (excluding lease liabilities)(2) 22,945.43 Subordinated liabilities 4,086.38 Lease liabilities 268.02 Other financial liabilities 5,082.61 Non-Financial Liabilities Current tax liabilities (net) 2.69 Provisions 97.87 Deferred tax liabilities (net) 0.03 Other Non-Financial Liabilities 288.56 Equity (equity share capital and other equity) 22,106.24 Non-controlling interest - Total liabilities and equity 70,743.70 Statement of profit and loss Total revenue from operations 2,400.33 Other income 9.10 Total income 2,409.43 Total Expenses 1,941.32 Profit for the year attributable to the Shareholders of the Company 334.30 Other Comprehensive (loss) (101.65) Total Comprehensive Income 232.65 Earnings per equity share Basic (₹) 4.10 Diluted (₹) 4.10 Net Cash from operating activities (A) 1,338.17 Net Cash used in investing activities (B) (1,166.83) Net Cash from financing activities (C) 372.73 Net increase in cash and cash equivalents (D=A+B+C) 544.07 Cash and cash equivalents as per Cash Flow Statement as at beginning of the year 3,349.63 Cash and cash equivalents as per Cash Flow Statement as for the quarter ended June 3,893.70 30, 2025 Additional information Net worth(3) 21,888.95 Cash and cash equivalents 3,893.70 159Parameters As at and for the quarter ended June 30, 2025 Loans 43,484.75 Loan Book(4) 44,746.43 Total Debts to Total assets(5) (in %) 60.91 Interest income(6) 2,338.09 Interest expense(7) 1,196.12 Impairment on financial instruments (net of recoveries / written back) 465.98 Bad debts to loans** (in %) 0.17 % Stage 3 Loans on Loan Book(8) (in %) 2.02 % Net Stage 3 Loans on Loan Book(9) (in %) 1.16 Tier I Capital Adequacy Ratio (%) – Standalone# (in %) 28.78 Tier II Capital Adequacy Ratio (%) – Standalone# (in % 0.39 Notes (1) Non-financial assets (excluding property, plant and equipment) = Current tax assets (net) + Deferred tax assets (net) + other intangible assets+ Right-of-use assets + Other Non-financial assets + Assets held for Sale. (2) Borrowings (other than Debt Securities) (excluding lease liabilities) = Borrowings (other than Debt Securities) - lease liability (3) Net worth = Equity share capital + Other equity – Deferred expenditure (4) Loan Book = Term loans (net of assignment) (including redemption premium) (5) Total Debts to Total assets = (Debt Securities + Borrowings (other than Debt Securities) +Subordinated liabilities)/Total Assets (6) Interest Income includes Treasury Income i.e. Interest Income + Net gain on fair value changes + Net gain on derecognition of financial instruments under amortised cost category. (7) Interest Expense means Finance Costs (8) % Stage 3 Loans on Loan Book = Stage 3 Loans/ Loan Book (9) % Net Stage 3 Loans on Loan Book = (Stage 3 Loans-ECL provision on Stage 3 Loans)/ Loan Book # Computed in accordance with the RBI Master Directions ** Annualised. Our key operating and financial metrics (on a standalone basis) as at and for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 are as follows: (₹ in crores unless otherwise stated) Parameters As at and for the year ended March 31, 2025 2024 2023 Balance Sheet Assets Property, plant and equipment 87.29 97.46 75.80 Financial assets 65,806.85 63,155.61 64,854.69 Non-financial assets (excluding property, plant and equipment)(1) 2,170.55 2,543.71 3,210.57 Total Assets 68,064.69 65,796.78 68,141.06 Liabilities Financial liabilities Derivative financial instruments 57.61 31.85 14.82 Trade payables (i) total outstanding dues of micro enterprises and small enterprises - - - (ii) total outstanding dues of creditors other than micro enterprises and 1.45 2.97 3.48 small enterprises Debt Securities 15,675.58 13,483.56 17,833.88 Borrowings (other than Debt Securities) (excluding lease liabilities)(2) 20,720.72 26,042.44 25,275.15 Subordinated liabilities 3,751.27 3,856.47 4,066.28 Lease liabilities 236.25 182.87 297.80 Other financial liabilities 4,543.94 3,837.12 4,273.64 Non-Financial Liabilities Current tax liabilities (net) - 0.02 0.02 Provisions 85.88 80.99 71.67 Other Non-Financial Liabilities 199.56 222.92 275.39 Equity (equity share capital and other equity) 22,792.43 18,055.57 16,028.93 Total liabilities and equity 68,064.69 65,796.78 68,141.06 Statement of Profit and Loss Total revenue from operations 7,610.40 7,379.99 7,363.76 Other income 60.74 159.03 17.02 Total income 7,671.14 7,539.02 7,380.78 Total Expenses 6,397.36 6,244.95 6,274.97 160(₹ in crores unless otherwise stated) Parameters As at and for the year ended March 31, 2025 2024 2023 Profit after tax for the year 942.69 989.82 819.17 Other Comprehensive Income 36.86 303.22 10.43 Total Comprehensive Income 979.55 1,293.04 829.60 Earnings per equity share Basic (₹) 13.69 18.81 17.38 Diluted (₹) 13.66 18.62 17.28 Statement of Cash Flows Net Cash from operating activities (A) 6,692.32 33.65 1,766.91 Net Cash (used in)/ from investing activities (B) (5,320.25) 2,548.75 2,582.87 Net Cash used in financing activities (C) (1,120.15) (2,860.31) (9,117.85) Net increase / (decrease) in cash and cash equivalents (D=A+B+C) 251.92 (277.91) (4,768.07) Cash and cash equivalents as per Cash Flow Statement as at beginning of 2,275.20 2,837.83 7,605.90 Year Cash and cash equivalents as per Cash Flow Statement as at end of the 2,527.12 2,559.92 2,837.83 year Additional Information Net worth(3) 22,622.10 17,836.22 15,819.51 Cash and cash equivalents 2,527.12 2,559.92 2,837.83 Loans 42,932.18 44,883.54 47,658.76 Loan Book(4) 43,702.34 46,002.51 48,702.73 Total Debts to Total assets(5) 59.33% 66.21% 69.67% Interest Income(6) 7,511.66 7,289.02 7,281.98 Interest Expense(7) 4,409.60 4,833.18 5,131.09 Impairment on financial instruments 923.70 582.06 385.15 Bad Debts to Loans 0.20% 0.99% 0.90% % Stage 3 Loans on Loan Book(8) 1.81% 3.37% 3.52% % Net Stage 3 Loans on Loan Book(9) 1.09% 2.02% 2.36% Tier I Capital Adequacy Ratio (%)# 29.47% 21.80% 18.39% Tier II Capital Adequacy Ratio (%)# 0.05% 0.93% 4.62% * Notes: (1) Non-financial assets (excluding property, plant and equipment) = Current tax assets (net) + Deferred tax assets (net) + other intangible assets+ Right-of-use assets + Other Non-financial assets + Assets held for Sale + Non-financial assets held for sale. (2) Borrowings (other than Debt Securities) (excluding lease liabilities) = Borrowings (other than Debt Securities) - lease liability (3) Net worth = Equity share capital + Other equity – Deferred Expenditure (4) Loan Book = Term loans (net of assignment) (including redemption premium) (5) Total Debts to Total assets = (Debt Securities + Borrowings (other than Debt Securities) +Subordinated liabilities)/Total Assets (6) Interest Income includes Treasury Income i.e. Interest Income + Dividend Income + Net gain on fair value changes + Net gain on derecognition of financial instruments under amortised cost category. (7) Interest Expense means Finance Costs (8) % Stage 3 Loans on Loan Book = Stage 3 Loans/ Loan Book (9) % Net Stage 3 Loans on Loan Book = (Stage 3 Loans-ECL provision on Stage 3 Loans)/ Loan Book # Computed in accordance with the RBI Master Directions Our key operating and financial metrics (on a standalone basis) as at and for the quarter ended June 30, 2025 is as follows: Parameters As at and for the quarter ended June 30, 2025 Balance Sheet Assets Property, plant and equipment 90.08 Financial assets 66,848.35 Non-financial assets (excluding property, plant and equipment)(1) 2,193.39 Total Assets 69,131.82 Liabilities Financial liabilities Derivative financial instruments 74.28 Trade payables (i) total outstanding dues of micro enterprises and small enterprises - (ii) total outstanding dues of creditors other than micro enterprises and small 1.05 enterprises Debt Securities 14,964.46 161Parameters As at and for the quarter ended June 30, 2025 Borrowings (other than Debt Securities) (excluding lease liabilities)(2) 22,141.93 Subordinated liabilities 3,754.12 Lease liabilities 209.33 Other financial liabilities 4,657.57 Non-Financial Liabilities Provisions 85.30 Other Non-Financial Liabilities 178.98 Equity (equity share capital and other equity) 23,064.80 Non-controlling interest - Total liabilities and equity 69,131.82 Statement of profit and loss Total revenue from operations 2,191.87 Other income 8.33 Total income 2,200.20 Total Expenses 1,788.58 Profit for the year attributable to the Shareholders of the Company 297.44 Other Comprehensive loss (68.46) Total Comprehensive Income 228.98 Earnings per equity share Basic (₹) 3.59 Diluted (₹) 3.59 Net Cash from operating activities (A) 1,437.57 Net Cash used in investing activities (B) (1,300.95) Net Cash from financing activities (C) 698.23 Net increase in cash and cash equivalents (D=A+B+C) 834.85 Cash and cash equivalents as per Cash Flow Statement as at beginning of the year 2,527.13 Cash and cash equivalents as per Cash Flow Statement as for the quarter ended June 3,361.98 30, 2025 Additional information Net worth(3) 22,877.18 Cash and cash equivalents 3,361.98 Loans 41,447.86 Loan Book(4) 42,611.67 Total Debts to Total assets(5) (in %) 59.41 Interest Income(6) 2,138.61 Interest Expense(7) 1,132.09 Impairment on financial instruments (net of recoveries / written back) 415.28 Bad Debts to Loans** (in %) 0.12 % Stage 3 Loans on Loan Book(8) (in %) 2.04 % Net Stage 3 Loans on Loan Book(9) (in %) 1.18 Tier I Capital Adequacy Ratio (%)# (in %) 28.78 Tier II Capital Adequacy Ratio (%)#(in %) 0.39 Notes: (1) Non-financial assets (excluding property, plant and equipment) = Current tax assets (net) + Deferred tax assets (net) + Goodwill on consolidation + other intangible assets+ Right-of-use assets + Other Non-financial assets + Assets held for Sale (2) Borrowings (other than Debt Securities) (excluding lease liabilities) = Borrowings (other than Debt Securities) - lease liability (3) Net worth = Equity share capital + Other equity – Deferred expenditure (4) Loan Book = Term loans (net of assignment) (including redemption premium) (5) Total Debts to Total assets = (Debt Securities + Borrowings (other than Debt Securities) +Subordinated liabilities)/Total Assets (6) Interest Income includes Treasury Income i.e. Interest Income + Net gain on fair value changes + Net gain on derecognition of financial instruments under amortised cost category. (7) Interest Expense means Finance Costs (8) % Stage 3 Loans on Loan Book = Stage 3 Loans/ Loan Book (9) % Net Stage 3 Loans on Loan Book = (Stage 3 Loans-ECL provision on Stage 3 Loans)/ Loan Book # Computed in accordance with the RBI Master Directions ** Annualised. Below are the reconciliations of certain non-GAAP financial measures on a consolidated basis as at and for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023: 162Net Worth (₹ in crores) As at March 31, 2025 2024 2023 Equity Share capital (I) 162.70 113.03 89.72 Other Equity (II) 21,659.75 19,678.87 17,271.53 Less: Goodwill on consolidation (III) - - 57.83 Less: Deferred Expenditure (IV) 201.43 252.61 211.69 Net worth (I+II-III-IV) 21,621.02 19,539.29 17,091.73 Loan Book (₹ in crores) As at March 31, 2025 2024 2023 Loans Term Loans (Net Assignment) (including redemption premium) 45,732.88 54,324.59 57,011.22 Loan Book 45,732.88 54,324.59 57,011.22 Non-financial assets (excluding property, plant and equipment) (₹ in crores, unless otherwise stated) As at March 31, 2025 2024 2023 Deferred tax assets (net) 762.10 235.16 436.33 Goodwill on consolidation - - 57.83 Current tax assets (net) 659.30 991.84 1,421.72 Other intangible assets 33.90 27.65 28.12 Right-of-use assets 265.44 164.36 268.80 Other Non- Financial Assets 588.34 549.31 584.23 Investment property - 32.82 - Assets Held for Sale 1,037.49 1,233.30 2,340.14 Non-financial assets held for sale - - 0.22 Non-financial assets (excluding property, plant and equipment) 3,346.57 3,234.44 5,137.39 Total Debts to Total assets (₹ in crores, unless otherwise stated) As at March 31, 2025 2024 2023 Debt Securities (I) 16,585.16 14,488.42 18,837.07 Borrowings (other than Debt Securities) (II) 22,057.05 29,817.17 29,169.46 Subordinated liabilities (III) 4,083.43 4,187.83 4,396.94 Total Debts (IV)=(I)+(II)+(III) 42,725.64 48,493.42 52,403.47 Total Assets (V) 70,181.05 73,066.40 74,945.24 Total Debts to Total assets (IV)/(V) 60.88% 66.37% 69.92% Bad Debts to Loans (₹ in crores, unless otherwise stated) For the Fiscal Years ended March 31, 2025 2024 2023 Bad Debt /advances written off (Net of Bad Debt Recoveries) (I) (720.67) (114.11) (154.44) Bad Debt Recovery (II) 1,455.74 649.26 595.85 Bad Debts (III)=(I)+(II) 735.07 535.15 441.41 Loans (IV) 44,914.85 52,748.86 55,831.30 Bad Debts to Loans (III)/(IV) 1.64% 1.01% 0.79% Below are the reconciliations of certain non-GAAP financial measures on a standalone basis as at and for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023: Net Worth 163(₹ in crores) As at March 31, 2025 2024 2023 Equity Share capital (I) 165.88 114.99 94.32 Other Equity (II) 22,626.55 17,940.58 15,934.61 Less: Deferred Expenditure (III) 170.33 219.35 209.42 Net worth (I+II-III) 22,622.10 17,836.22 15,819.51 Loan Book (₹ in crores) As at March 31, 2025 2024 2023 Loans Term Loans (Net of Assignment) (including redemption premium) 43,702.34 46,002.51 48,702.73 Loan Book 43,702.34 46,002.51 48,702.73 Non-financial assets (excluding property, plant and equipment) (₹ in crores, unless otherwise stated) As at March 31, 2025 2024 2023 Current tax assets (net) 366.34 751.89 1,234.99 Deferred tax assets (net) 415.02 227.19 425.80 Other intangible assets 32.70 27.47 27.87 Right-of-use assets 207.27 159.53 261.56 Asset Held for Sale 611.57 873.37 700.08 Other Non- Financial Assets 537.65 504.26 560.27 Non-financial assets (excluding property, plant and equipment) 2,170.55 2,543.71 3,210.57 Total Debts to Total assets (₹ in crores, unless otherwise stated) For the Fiscal Years ended March 31, 2025 2024 2023 Debt Securities (I) 15,675.58 13,483.56 17,833.88 Borrowings (other than Debt Securities) (II) 20,956.97 26,225.31 25,572.95 Subordinated liabilities (III) 3,751.27 3,856.47 4,066.28 Total Debts (IV)=(I)+(II)+(III) 40,383.82 43,565.34 47,473.11 Total Assets (V) 68,064.69 65,796.78 68,141.06 Total Debts to Total assets (IV)/(V) 59.33% 66.21% 69.67% Bad Debts to Loans (₹ in crores, unless otherwise stated) For the Fiscal Years ended March 31, 2025 2024 2023 Bad Debt /advances written off (Net of Bad Debt Recoveries) (I) (1,215.47) (69.98) (88.60) Bad Debt Recovery (II) 1,302.41 515.41 516.97 Bad Debts (III)=(I)+(II) 86.94 445.43 428.37 Loans (IV) 42,932.18 44,883.54 47,658.76 Bad Debts to Loans (III)/(IV) 0.20% 0.99% 0.90% Operational Data Set forth below is certain operational information as of June 30, 2025, on a standalone basis: Parameters As at June 30, 2025 Branches 137* 218** Employees 3,731* 4,429** Direct Sales Agents 8,301 *at Company level; **including our Material Subsidiary, Sammaan Finserve Limited. 164Corporate Structure Note: Subsidiaries of our Company as of the date of this Draft Shelf Prospectus, is in accordance with the Companies Act, 2013, as amended from time to time, and does not include Pragati Employees Welfare Trust being this is in the nature of trust and the holding company along with its subsidiaries does not have any equity interest therein. For the purpose of Audited Consolidated Financial Statement, Subsidiaries would mean subsidiaries as at and during the relevant fiscal year or period also included Pragati Employee Welfare Trust. Geographical Presence S. No. State City Branch address 1. Tamil Nadu Chennai Apex Chambers, Easten Front Side, 1St Floor, Old No-20, Theagaraya Road, T- Nagar, Chennai-600017 2. Delhi New Delhi A-34, 2nd Floor, Lajpat Nagar-2, New Delhi-24 3. Uttar Pradesh Meerut Shop No. 101, 102, 103 & 104, 1st Floor, Krishna Plaza, Opp. C.C.S.U, Paergarh Chauraha, Garh Road, Meerut-250002 4. Haryana Karnal Bearing No.1, Shakti Colony,1st Floor, Mall Road, Karnal-132001 5. Gujarat Ahmedabad First Floor, Radhika, Opp. Mayor’s Bungalow, Law Garden, Ellisbridge, Ahmedabad-380006 6. Rajasthan Jaipur Plot No. O-12 B, Ground Floor, Ashok Stambh, C-Scheme, Jaipur-302001 7. Andhra Pradesh Visakhapatnam D. No. 10-1-4 & 5, 2nd Floor, Jagapathi Plaza, Waltair Ward, Siripuram Junction, Vishakhapatanam-530003 8. Andhra Pradesh Vijayawada 40-1-140/3, Sri Pothuri Towers, Entire 3rd Floor, Above Airtel, M.G. Road, Labbipet, Vijaywada-520010 9. Maharashtra Mumbai Unit No. 316 to 320, 3rd Floor, B-Wing, Bhaveshwar Arcade, Lbs Marg, Ghatkopar (W), Mumbai-400086 10. Gujarat Ahmedabad 2nd Floor, Radhika, Opp. Mayor’s, Bungalow, Law Garden, Ellisbridge, Ahmedabad-380006 11. Rajasthan Jaipur Bearing No.2 & 3, 1st Floor, C-1, C Block, Vaibhavi Cine Multiplex, Vaishali Nagar, Jaipur-302013 12. Delhi Rohini Unit No. 401 to 407, 4th Floor, Nn Mall, N-15, Mangalam Place, Sector-3, Rohini, New Delhi-110085 13. Maharashtra Pune Shop No.311 A, Situated At 3rd Floor of City Mall, Ganesh Khind, University Road, Pune-411016, Maharashtra 14. Punjab Ludhiana 1st Floor, Fortune Chambers, SCO 16-17, Feroze Gandhi Market, Ludhiana- 140001 15. Maharashtra Pune Shop No.310 Situated At 3rd Floor of City Mall, Ganesh Khind, University Road, Pune-411016 16. Maharashtra Mumbai Office No.1 at 1st Floor of Building No.5, Maitry Park, Viva College Road, Virar (W), Mumbai-401303 165S. No. State City Branch address 17. Rajasthan Kota 1st Floor of Jadiya Complex Situated At 151, Kothatri Road, Opposite Manik Bhawan, Gumanpura, Kota-324007 18. Karnataka Hubli 1St Floor, Cts No. 122/151 A, Ward Iii, Kalburgi Noolvi Avenue, New Cotton Market, Hubli-580029, Karnataka 19. Uttar Pradesh Saharanpur 1st Floor of Padma Plaza, (Near Vishal Vega Mart) Commercial Plot No.1, Avas Vikas, Delhi Road, Saharanpur-247001, U.P. 20. Punjab Bhatinda First Floor, Aura Heights, Above Dena Bank, Near Teen Koni Chowk, Goniana Road, Bathida - 151001, Punjab 21. Delhi Lajpat Nagar A-34, 3rd Floor, Lajpat Nagar-2, New Delhi-24 22. Uttar Pradesh Noida B-4, Sector-63, Noida 23. Uttarakhand Haridwar Sant Tower, Chandracherya Chowk, Ranipur More Opposite Icici Bank, Haridwar -249407 24. Rajasthan Bhilwara Shop No.1 & 2 At Ground Floor of B-Block, S.K. Plaza, Pur Raod, Bhilwara- 311001 25. Punjab Ludhiana 1st Floor, Fortune Chambers, SCO 16-17, Feroze Gandhi Market, Ludhiana, Punjab 26. Rajasthan Jaipur P. No - 3, Vishnupuri, Main Jagatpura Road, Jagatpura, Jaipur 27. Telangana Hyderabad Property No. 6-3-334/1, Dwarkapuri Colony, Park Citi Plaza, 2nd Floor Road No.1, Banjara Hills, Hyderabad-500034 28. Maharashtra Pune Office No.115 Situated at 1st Floor of City Mall, Plot No.1, S. No. 132, Shivajinagar, University Road, Pune-411007 29. Haryana Gurgaon Khevat No. 264, Khatta No. 290, Village Jamalpur, Tehsil Farukhnagar, District Gurgaon-123503 30. Punjab Amritsar Kk Towers, SCO 31, First Floor, Distt. Shopping Centre Ranjit Avenue Amritsar 31. Gujarat Rajkot Shop No. 105, Ist Floor of Commercial Building Namely "Solitaire", Final Plot No. 196P, T.P. Scheme No. 3, Survey No. 70 P, Village Nanamava, Rajkot, Gujarat. 32. Gujarat Ahmedabad Office No. 114 & 115, First Floor, Palm Arcade, Opp. Chankya School, Block/ Survey No.306, T.P. Scheme No. 102, Nikol, Ahmedabad-382350. 33. Gujarat Mehsana 1st Floor,102, Rajkamal City Mall, Rajkamal Campus, Near Rajkamal Petrol Pump, Highway Road, Mehsana-384002-Gujarat. 34. Maharashtra Mumbai Office No-303&304, Aravali Business Center,3rd Floor, R C Patel Road, Borivali West Mumbai-400092 35. Chhattisgarh Raipur S-04, 2nd Floor, Shyam Plaza, Pandri, Raipur-492001 36. Gujarat Jamnagar F-2, Situated At 1st Floor Shreeji Imperia, Park Colony, Jamnagar-361001 Gujarat. 37. Maharashtra Nagpur Part of 1st Floor of Commercial Building, Plot N Bearing M.C. No. 185, Ward No. 65, Khasra No. 108, CTS No. 1927/1 And 1927/2, Mouza Sitabuldi, Kamptee Road, Nagpur -440001 38. Tamil Nadu Madurai 16-17, Shop No. A2,3rd Floor, Krv Arcade, Ar Plaza, Northveli Street, Madurai- 625001 39. Tamil Nadu Hosur No.51-A1, Shanthinagar,3rd Floor, Backside, Denkanikotti Main Road, Hosur- 635109 40. Haryana Bahadurgarh Ist Floor (Above Woodland Showroom), Khasra No.2368/2/1,2373,2382/2, Delhi-Rohtak Road, Bahadurgarh, Haryana-124507 41. Haryana Rohtak 1st Floor, Bearing No.120-121, Civil Road, Delhi-Rohtak Road, Rohtak- 124001, Haryana 42. Andhra Pradesh Rajahmundry Door No.79-2-3, Prasanthi Estates, Tilak Road, Rajahmundry-533106 43. Karnataka Bengaluru No.508,1st Floor, 'Medini' 60Ft Road, F Block, Sahakarnagar, Kodigehally, Yelahanka Hobli, Bengaluru-560092 44. Karnataka Bangalore Office No.301, Level 3, Prestige Sigma, M.C. No.3, Grant Road, Corporation Division No.61, Vittal Mallya Road, Banglore-560001 45. Maharashtra Mumbai Office No.3(5,6&7), 2nd Floor, Ram Krishna Bhavan, Above Icici Bank, Sahajanand Chowk, Kalyan (W), Thane, Mumbai-421301 Maharashtra, 46. Chandigarh Chandigarh SCO-347-348, Sector-35-B, Chandigarh-160036 47. Uttar Pradesh Bareilly Ist Floor (Front Portion),"A-Square Building",154 A, Civil Lines, Opp. D.M. Residence, Bareilly-243001-U.P. 48. Madhya Pradesh Indore Shop No. 4 & 6, 1st Floor, Corporate House, Plot No.169, Rnt Marg, Station Road, Indore-452001 49. Maharashtra Mumbai Unit No. 102, Ist floor, Centre Point, Plot Bearing Cts No.35B, J.B. Nagar, Andheri-Kurla Road, Andheri(E), Mumbai-400059 50. Uttar Pradesh Kanpur 2nd Floor, Plot No.37, Block-U, Scheme No.4, Sisa Mau, Municipal No.111/432,80 Feet Rd, Ashok Nagar, Kanpur, Uttar Pradesh-208001 166S. No. State City Branch address 51. Uttar Pradesh Lucknow 3rd Floor, Municipal No.1, (Khasra No.104,109,110&111), Shahnazaf Road, Lucknow, U.P, 226001 52. Gujarat Surat 705,706 and 707,7th Floor, Titanium Square, C/3 & C/4 Of Part-1, And Part-2, T.P. Scheme No. 31, F.P. No. 30, Adajan, Surat-395009, Gujarat 53. Rajasthan Udaipur Office No. G-1, G-2, G-3 And G-4, Ground Floor (Front Side), Business Center, Madhuban, Udaipur-313001, Rajasthan 54. Uttarakhand Dehradun 69, Ist Floor, Krishna Plaza, Rajpur Road, Dehradun, Uttarakhand 55. Uttar Pradesh Ghaziabad Ist & 2nd Floor, Commercial Complex, Plot No.3, Sec-14, Kaushambi, Ghaziabad-201012, Uttar Pradesh 56. Delhi New Delhi Ugf Floor, Commercial Property Bearing No. Bp-3, Main Pusa Road, Old Rajinder Nagar, New Delhi 57. Karnataka Mysore Ist Floor, “Anand Arcade”, Plot Bearing No. 11/11-A, Vishwamanava Double Road, Saraswathipuram, Mysore-560009, Karnataka 58. Punjab Patiala SCO-81,82,1st Floor, “W Tower”, New Leela Bhawan, Patiala, Pin-147001, Punjab 59. Rajasthan Alwar Front Side of Ist Floor, Plot No.14, Scheme No.01, Arya Nagar, Alwar-301001, Rajasthan 60. Telangana Hyderabad Part Of Unit Nos. 7 & 8, Ground Floor, Imperial Towers, Ameerpet, Hyderabad- 500016 61. Tamil Nadu Coimbatore City Center,2nd Floor 14th East Arokiasamy Road, R.S. Puram, Dist.- Coimbatore Pin- 641002, Tamil Nadu. 62. Maharashtra Mumbai Indiabulls Finance Centre, Unit No. 902B in 9th Floor, 1802 in 18th Floor, Tower-1, Elphinston Road, Mumbai-400013 63. Maharashtra Mumbai 712 ,7th Floor, Acme Plaza, Andheri Kurla Road, Andheri East, Mumbai 64. Punjab Jalandhar 2nd floor, SCO-33, Puda Complex, Ladowali Road, Jalandhar 65. Maharashtra Nashik Office No.500-501,5Th Floor, Survey No.715/A/4/2, Plot No.5, Shree Ganesh Kuber, Nashik 66. Madhya Pradesh Gwalior Office No. S-9,2Nd Floor, Anand Deep, Plot No.43, City Center, Gwalior 67. Kerala Kochi 2nd Floor, Radhaaravindam, Sy.No.939/1, Ernakulam, Alappat Cross Road, Kochi 68. Rajasthan Jodhpur Office No.9A/B, 1st Floor, Gulandi Bhawan, Ratnada, Police Line Road, Jodhpur 69. Maharashtra Mumbai Office No.401, 4th Floor, Abhimaan II, Opp. Forest Office, Teen Hath Naka, Thane 70. Tamil Nadu Chennai Office No. 2, 3rd Floor, Apex Chambers, Door No.20/23 (Old No. 60A) Sir Theagaraya Road, Chennai 71. Maharashtra Mumbai Classic Pentagon, C.T.S.No.115(A-D), Village Vile Parle, Office no. 901, 902, 903, 9th Floor, Western Express Highway Next to Bislery Factory, Andheri (Classic Pentagon), Mumbai 72. Delhi Delhi Plot No. Mb-160 A& B, 2nd Floor, Shakkarpur, New Delhi 73. Rajasthan Jaipur Plot No.17,1st Floor, Shree Balaji Plaza, Badi Ka Kehda Dakbel, Jaipur (Bagru) 74. Rajasthan Jaipur Ground Floor, Palsaniya Paradise, Nh 8, Shahpura, Jaipur 75. Rajasthan Jaipur 2nd Floor Above Icici Bank, New Ward No. 19, Adjoining Pwd Office, Chaksu, Jaipur 76. Rajasthan Dausa Plot No. F/190/1, Khasra No. 1578, 1st Floor Saraswati Nagar Yojna, Dausa 77. Rajasthan Hanumangarh Baba Shyam Singh Complex, 1st Floor, Opp. Narang Hotel, Ganganagar Road, Hanumangarh 78. Haryana Gurugram 2nd & 5th Floor, Tower 3A, Dlf Corporate Greens, Sector-74 A, Gurugram 79. Uttar Pradesh Mathura Ground Floor, Part Of B-15, Radhika Vihar Phase-2, Near Highway Plaza, Mathura 80. Tamil Nadu Chennai 2nd Floor, “West Woods”, “Y Block”, New No. 32(Old No. 205), 5th Avenue, Anna Nagar, Chennai 81. Karnataka Bengaluru 1st and 3rd Floor, Bikaner Pinnacle, Rehinus Street, Richmond Road, Bengaluru 82. Haryana Gurugram 1st Floor, Tower 3A, DLF Corporate Greens, Sector-74, Gurugram 83. Delhi New Delhi 6th And 7th Floor, Itl Twin Tower, B-9, Netaji Subhash Place Pitampura, New Delhi 84. Haryana Sonipat Unit No. - 115, 1st Floor, Mg Mall, Sector-14, Urban Estate, Sonipat 85. Maharashtra Mumbai Ground & First Floor, Shop No. 7, Jalaram Business Center, Ganjawala Lane, Borivali (West), 86. Uttarakhand Rudrapur Plot No.42 & 44, 1st Floor, Opp. Lic Building, Ring Road, Awas Vikas, 87. Karnataka Tumkur 2nd Floor, Property No.1255, BH Road, Opp. Sit College, Valmikhinagar, 88. Maharashtra Thane Unit No.102,103&104, 1st Floor Vardhaman Premises, Vardhaman Industrial Complex, Gokul Nagar Thane 167S. No. State City Branch address 89. Haryana Panipat 2nd Floor of Commercial Building on Plot Bearing Khewat No.440 Min, Khasra No. 3295/1/1, G.T. Road, 90. Punjab Kharar SCO No. B023/00400, Fateullapur, Sector 125, Kharar, Mohali 91. Rajasthan Sikar 1st Floor, KLSK, Soni Building, Station Road, 92. West Bengal Kolkata Ground Floor (Backside), Premises No.177, B.T. Road, District North 24 93. Rajasthan Jaipur Shop No.606,6th Floor, Vaibhav Cine Multiplex 94. Haryana Panchkula 1st floor, SCO-397, Sector -20 95. Haryana Sirsa Ground Floor, SCF No. 265, Royal Jewellers Building, Old Civil Hospital Complex, 96. Punjab Ludhiana 2nd Floor, Purewal Tower, Samrala Chowk, 97. Punjab Faridkot Second Ground Floor, M. C. No. B-10/610, Circular Road, Balbir Basti, Near Bus Stand, Faridkot-151203, Punjab. 98. Haryana Yamunanagar Gr. Floor, SCO No.142, Sector-17, Urban Estate, Jagadhari, Haryana-135003 99. Maharashtra Mumbai Shop No.115,116,117&118, Shreeji Center, Ghorpade Chowk, Katrap, Badlapur East, Maharashtra-421503. 100. Rajasthan Ajmer 2nd Floor, Plot Bearing No.02 (First Part), Ashok Vihar Colony, Near Hotel Man Singh, Shantipura, Christian Ganj, Ajmer, Rajasthan-305004. 101. Telangana Hyderabad Survey No.590/Aa, 2nd Floor, Saraswathi Colony, Uppal Main Rd, Uppal Kalan Village, Uppal Mandal, Ranga Reddy, Hyderabad 102. Haryana Kurukshetra 2nd Floor, SCO 52, Sector 17, Kurukshetra, Haryana-136118 103. Maharashtra Pune Office No. 405,4th Floor, MSR Capital, Near Morwadi Court, Pimpri-411018 104. Delhi New Delhi Office 101 To 105,1st Floor, Mahata Tower, Plot No.54 B Block, Community Centre, Janakpuri, New Delhi-110058 105. Uttar Pradesh Agra Unit No.304,305 And 306,3rd Floor, Business Square, Block/ Plot No. EE-15/8, Sanjay Place, Commercial Scheme, Agra-282002, Uttar Pradesh. 106. Madhya Pradesh Ratlam 2nd Floor, Floor, Plot Bearing Mu.No.102&103, Freeganj, Motilal Nehru Marg- 457001 107. Haryana Hisar 1st Floor, SCO 71-72, Kamla Nagar, Red Square Market, Hisar 125001 108. Maharashtra Pune Office No. 12 & 13, 3rd Floor, MSR Capital, Near Morwadi Court, Pimpri, Pune-411018 109. Maharashtra Mumbai Office No.C-203 & C-220, Tower No.2, International Infotech Park, Vashi Railway Station Complex, Sector-30a,Vashi, Navi Mumbai-400703 110. Karnataka Bengaluru 3rd floor, R.S Tower, S. No. 55, Hosur Main Road, Hebbagodi, Anekal Tq, Electronic City, Bengaluru-560099 111. Maharashtra Mumbai Plot No.39/5 & 39/5a, Office No.912,9th Floor, BSEL Tech Park, Sector 30 A,Vashi Navi Mumbai-400703 112. Gujarat Godhra Office No. 27-28, Ist Floor, Guruprasad Complex, LIC Road, Godhra-389001 113. Rajasthan Jaipur 1st Floor,Shop No.16, Block -B- Kardhani Govindpura Kalwar Road Jaipur- 302012 114. Tamil Nadu Trichy Old Block No.1, New Block No.5, Flat No.3b, Second Floor, Maan Sarovar Vijay Towers, Collector Office Road, Trichy-620001 115. Gujarat Vadodara Shop No. 101, 1st Floor, Kanha Capital, Revenue Survey No. 567, City Survey No.2243 To2253 Paiki, R.C. Dutt Road, Vadodara-390007 116. Gujarat Ahmedabad 4th Floor Radhika House Near Pantaloon Opp. Mayor Law Garden Ellisbridge- 380006 117. Telangana Hyderabad 2nd Floor, Plot No. 1, Hig, Sy. No.:1009, Door No.: 15-31-Vh-Op-1, Phase V, KPHB Colony, Hyderabad-500072 118. Karnataka Bengaluru 2nd Floor, S.N.P Plaza, Site No. 9, Bbmp Khatha No.850 (Old Khatha No.219), H. L. No.322, Old Madras Road, Krishna Raja Puram Extension, Banglore- 560036 119. New Delhi New Delhi 3rd Floor Plot No B-24, Lajpat Nagar, New Delhi-110024 120. Odisha Bhubaneshwar SCR-17, Bapuji Nagar, Janpath, Bhubaneswar, Odisha-751009 121. Haryana Kaithal 1st Floor, DSS No.253, Sector-20, Urban Estate, Huda, Kaithal, Haryana- 136027 122. Uttar Pradesh Noida Office No.701,7th Floor “Som Datt Tower”, Property/Plot No. K-2, Sector -18, Noida, UP-201301 123. Gujarat Valsad Office No. SB-1,2nd Floor, Building B, Solitaire Business Centre, Block/Survey No. 4110, Vapi, Valsad, Gujarat-396191 124. West Bengal Kolkata Office No.6, 3rd Floor (Back Side), “Kankaria Centre”, Plot No.2/1, Russell Street, Kolkata, West Bengal-700071 125. Rajasthan Jaipur P. No. O-12 B, First Floor, Ashok Marg, C-Scheme-302001 126. Kerala Trivandrum Lower Ground Floor, Geeth Tower, Door No. TC 81/3022, Opposite to Govt. Women & Children Hospital, Thycaud Main Road, Trivandrum-695014 168S. No. State City Branch address 127. Delhi New Delhi 2nd Floor, Plot No-3, Block-A, Pocket-2, Sector-17, Dwarka Residential Scheme, Dwarka, New Delhi-110075 128. Haryana Gurugram Village 1st Floor, Dhanawas (Wazirpur) Tehsil-Farukhnagar Dist Gurugram- 122505 Haryana 129. Haryana Gurugram 4th Floor Augusta Point Building Sector 53, Golf Course Road Gurugram Haryana-122002 130. Gujarat Gandhinagar 304, 3rd Floor, White House, Sector-11, Gandhinagar, 382010-Gujarat 131. Haryana Gurugram 10th Floor, AIPL Masterpiece, Golf Course Road, Sector-54, Gurugram-122002 132. Uttar Pradesh Meerut 178, T-3, Ground Floor, Rangsaz, Abu Lane, Bombay Bazar, Meerut Cantt. Meerut UP 250001 133. Haryana Gurugram Village Dhanawas (Wazirpur), Ground Floor, Tehsil-Farukhnagar, Gurugram, Haryana-122505 134. Tamil Nadu Chennai GD,1st and 2nd Floor, Mangalam Plaza 226/5a MGR Main Road Perungudi Kandhanchavadi, Chennai, Tamilnadu-607106 135. West Bengal Kolkata 2nd Floor, “Sukriti”,130E, Raja S.C Mullick Road, Garia, Kolkata 700047 136. Andhra Pradesh Nellore First Floor, 26-3-6367, Padarupalli, Mini Bypass Road, Nellore, Andhra Pradesh – 524004 137. Delhi New Delhi 2nd Floor, Wing A, Parsvnath, Capital Tower, Pase-1, Bhai Veer Singh Marg, New Delhi-110001 138. Tamilnadu Chennai 6/9, Demonte Street, Santhome, Chennai-600004 139. Andhra Pradesh Anantpur 2nd Floor, Bearingno.14-309, 310, Sriram Enclave, Railway Feedar Road, Kamla Nagar, Anantpur-515001, Andhra Pradesh 140. Gujrat Surat 201-202,2nd Floor, Proton Plus, Near Star Bazar, Survey No. 694/3, T.P. Scheme No. 31, F.P. No. 56, L.P. Savani Road, Adajan, Surat-394601 141. Madhya Pradesh Ujjain Shop No. 102,2nd Floor, Aditya Plaza, P.No.34/35, Kamla Nehru Marg, Free Ganj, Ujjain - 456010, M.P. 142. Rajasthan Bhiwadi Property No. A-4, Bhagat Singh Colony, Alwar Bye-Pass, Bhiwadi-301019, Rajasthan 143. Haryana Gurugram Ground Floor, Tower 3A, DLF Corporate Greens, Sector-74 A-122004 144. Uttarakhand Haldwani 2nd Floor, Guru Ram Das Tower, Nainital Road, Haldwani, Uttarakhand- 263139 145. Uttar Pradesh Bulandshahar 4c-1/6, Avas Vikas Colony 1, D M Road, Bulandshahr Uttar Pradesh-203001 146. Uttar Pradesh Ayodhya Laxman Das Complex,2nd Floor, Plot No 282, Devkali, Ayodhya, Uttar Pradesh-224001 147. Madhya Pradesh Bhopal The Infinity, 2nd Floor 249, M.P. Nagar, Zone-II, Adjacent to Hotel Tulsi Exotis, Bhopal-462011 148. West Bengal Durgapur A-402b, Kamdhenu Building, Bengal Shristi, 3rd Floor, City Centre, Durgapur- 713216 149. Uttar Pradesh Jhansi 1st Floor, 372/44, Gwalior Road, Civil Lines, Jhansi-284001 150. Uttar Pradesh Raebareilly Shri Vinayak Complex,2nd Floor, Commercial Plot No 2, Firoz Gandhi Nagar Vyosayik Yojna, Civil Lines, Raebareilly, Uttar Pradesh-229001 151. Uttar Pradesh Varanasi 2nd Floor, D.58/9-A-1-K Kush Complex, Sigra Varanasi-221010 152. Gujarat Gandhidham Office No. – 6, Ist Floor, Rajdeep Complex, Plot -15, Sector-9/A, Gandhidham- Kutch-370201 153. Karnataka Manglore 1st Floor, Sim Center, Next to SBI Mallikatte, Mangalore-575002 154. West Bengal Siliguri 3rd Floor, Merchant Square, Sevoke Road, Police Station Bhaktingagr, Pargana- Baikunthpur, Jalpaiguri, Siliguri West Bengal -734001 155. Uttar Pradesh Aligarh J-77, Second Floor, SM Complex, Janakpuri, Ramghat Road, Aligarh, Uttar Pradesh-202001 156. Madhya Pradesh Pithampur Dugf-44, First Floor, Sudarshan Complex, Mhow- Neemuch Road, Pithampur, Dhar, Madhya Pradesh-454775 157. Gujarat BHUJ Off. No. 2, Mezanine Floor, Shri Swaminarayan Vaniya Sankul Hospital Road, Bhuj, Gujarat-370001 158. Uttar Pradesh Gorakhpur 2nd Floor, B-Block, Santosh Arcade, Passport Office Building, Basharatpur, Medical College Road, Gorakhpur-273004 159. Haryana Jind SCO-12, District Shopping Complex, Urban Estate, Jind-126102, Haryana- 126102 160. Haryana Panchkula 2nd Floor, Laljeet Complex, Nh-22 Bus Stand, Pinjore, Panchkula-134102 161. Uttar Pradesh Moradabad Ground Floor, Prasvanth Plaza-2, Plot No.3, Neelgiri Commercial Centre, Mansarover Scheme, Delhi-Moradabad Road, Moradabad-244001 162. Himachal Shimla 3rd Floor, Ish Niketan, New Lands Estate, Circular Road, Shimla-171001 169S. No. State City Branch address Pradesh 163. Punjab Ropar SCF No. 41, Above Octave Store, Bela Chowk, Roopnagar (Punjab)-140113 164. Gujarat Junagarh Office No.309, 3rd Floor, Trident Plaza, off. Zanzarda Road, Junagadh-362001 165. Punjab Sangrur Ist Floor,SCF-16,Kaula Park,Sangrur-148001,Punjab-148001 166. Uttar Pradesh Agra Ist Floor,Chanssuria Complex,Plot No.31,Khasra No. 71,Shastripuram Crossing,Mauza Dehtora,Vidhya Nagar,Sikandra Agra, U.P.-282007 167. Madhya Pradesh Satna Shop No. 103, Situated At 2nd Floor, Above Axis Bank Tiwari Tower, Reva Raod, Satna-485001 168. Uttar Pradesh Hapur SRS Square,1st Floor, Domino's Building, Delhi Hapur Road, Hapur-245101 169. Uttar Pradesh Gaziabad SRS Square,1st Floor, Nh-58, Delhi Road Modinagar - Up-201201 170. Gujarat Anand Shop No. 101, Maruti Sunand, F.P. No. 152/1, T.P. Scheme No. 2, Amul Dairy Road, Anand-388001 171. Punjab Pathankot Unit No. Ff - 3, First Floor (Back Side), Adj. State Bank Of India Building, Property Bearing Khasra No. 1087, Village Anandpur, Hadbast No. 336, Pathankot-145001 172. Maharashtra Ratnagiri 2nd Floor, Infinity Plaza, Siddhivinayak Nagar, Kolhapur-Ratnagiri Highway, Shivajinagar, Ratnagiri-415612 173. Maharashtra Satara F-1,1st Floor, Raja Bhosale Heights, Opp. Satara Bus Stand, Sadarbazar, Satara- 415001 174. Telangana Warangal 8-12-149, D.S. Temple Street, J.P.N. Road, Warangal-506002 175. Maharashtra Baramati Office No.2, 2nd Floor, Mukti Corporate Plaza, Near Panchayat Samiti Office, Baramati, Pune-413102 176. Haryana Rewari Ist Floor, SCO-25, Sector-8, Brass Market, Urban Estate, Rewari-123401 177. Haryana Faridabad 2nd Floor, BP-47, Bhadana Complex, Neelam Bata Road, NIT Faridabad- 121001 178. Madhya Pradesh Dewas Malwa Shehnai Complex, UG Floor, Tilak Nagar, A.B. Road, Dewas-455001 179. Pondicherry Pondicherry No: 72, Lakshmi Towers, Kamraj Salai Thattanchavady, Pondycherry-605009 180. Uttar Pradesh Sitapur 2nd Floor, City Centre, Plot No. 1423-1428, Eye-Hospital Road, Civil Lines, Sitapur, Uttar Pradesh-261001 181. Maharashtra Ahmed Nagar Flat Nos.3, 6 & 7, 2nd Floor, Mark Square Apartment, Plot No.102/2/5, Near Kankariya Automobiles, Manmad Road, Savedi, Ahmednagar-414003, Maharashtra-414003 182. Andhra Pradesh Kurnool D. No: 40/29-X-9-4e, 4th Floor, S.P. Square, Medum Compound, Park Road, Kurnool, Andhra Pradesh-518001 183. Maharashtra Kolhapur Namdev Nest, C.S. No. 1160/B, Syke’s Extension, E-Ward, Opp. Kamala College, Rajaram Road, Kolhapur-416001 184. Maharashtra Amravati Mauje Amravati, Sheet No. 48-D, Plot No.15/2, 3rd Floor of Building Vimco Tower, A-Wing, Bustand to Railway Stand Road, Amravati-444601 185. Uttarakhand Roorkee 1st Floor, 1410 Chow Mandi, Malviya Chowk, Dehradun Road Roorkee, Uttarakhand-247667 186. Uttarakhand Kashipur 1077/1043, Ward No-19, Ramnagar Road, Kashipur, Udham Singh Nagar- 244713 187. Telangana Nizambad 1st Floor, Sri Sai Traders, Beside Indur Trade, Kanteshwer, Nizambad-503002 188. Tamil Nadu Salem 1st Floor, Ram Laxman Tower, No. 5f, Sriram Ramnagar, Algapuram Salem- 636016 189. Rajasthan Bikaner Shop no. 10-14, 1st Floor, Silver Square, Bikaner 334001 190. Rajasthan Tonk Frozan Building,1st Floor, Subhash Bazaar, Talaab Road, Dist.-Tonk, Pin- 304001 Rajasthan-304001 191. Maharashtra Mumbai Shop No. 6,7 & 8, 1st Floor, Ostwal Empire Office Building, Near Big Bazar, Plot Bearing S. No. 111/A-2, 111/1/2 & 111a/1/1, Boisar, Palghar Maharashtra- 401501 192. Rajasthan Jhunjhunu 1st Floor, Road No-3, Jhunjhunu-Rajasthan-333001 193. Rajasthan Chittorgarh 2nd Floor of Commercial Complex on Part of Plot No.17, Kailash Nagar, Maha Rana Pratap Setu Marg, Chittorgarh, Rajasthan-312001 194. Rajasthan Rajsamand 1st Floor, GS Empire, Opposite HDFC Bank, 100 Ft. Road Kankroli- Rajsamand-313324 195. Maharashtra Aurangabad Shop N0 2, First Floor, Ratnaprabha Complex, Plot No.03, Survey No.20292, Bhagyanagar, Adalat Road, Aurangabad-431001 196. Rajasthan PALI 1st Floor Plot No. 2, Chandel Plaza, Near Mastan Baba Sumerpur Road Pali- Rajasthan-306401 197. Uttar Pradesh Firozabad First Floor, Om Plaza 9, By-Pass Road, Central Bank of India, Firozabad, Uttar Pradesh-283203 198. Madhya Pradesh Shivpuri Gwalior Bypass Chauraha,1st Floor, Shivpuri, Madhya Pradesh-473551 170S. No. State City Branch address 199. Haryana Bhiwani Shop No.301, Ist Floor, Crown Plaza, Sector-85, Urban Estate, Circular Road, Bhiwani, Haryana-127021 200. Karnataka Belgaum F-11, 1st Floor, CTS No. 8/1, 8/2, 8/3, 8/4, Star Tower, Khanapur Road, Tilakwadi, Belgaum-590006, Karnataka. 201. Karnataka Davanagere 1967/18, KBI Towers, 2nd Floor, B Block, Near Ring Road Circle, Ss Layout, Davanagere-577005 202. Karnataka Ramanagar Above TVS Showroom, Near Ramakrishna Hospital, Ramangar-Karnataka- 562159 203. Karnataka Shimoga Mak -1, Commercial, B.H Road, Shimoga-Karnataka-577201 204. Karnataka Hassan 2nd Floor, Property No.320, CMC Khatha No.51a, A.R.No.51A, Having Pid No.11-1-6-91, Ward No. 11, Gopalswamy Vatara, Northern Extension, Cross Road, Hassan, Karnataka. - 573201 205. Haryana Palwal Khasra No.1694 & 1695, NH-2, Agra Chowk, Main Mathura Road, Palwal- 121102, Haryana 206. Rajasthan Dungarpur 1st Floor, Front Side Opposite Bus Stand Near Axis Bank, Dungarpur, Rajasthan-314001 207. Rajasthan Udaipur 1st Floor, Front Side, Modern TVS Building Fatehnagar, Udaipur-313205 208. Madhya Pradesh Jabalpur Unit No:2 Ground Floor, 46 Ahuja Tower, Napier Town Jabalpur-482001 209. Rajasthan Barmer Goswami Tower,1st Floor, Opp. CMHO Office, Bearing Ward No.33, Ray Colony Road, Laxmi Nagar, Barmer-344001, Rajasthan-344001 210. Rajasthan Balotra 1st Floor (Front Side), Above Central Bank of India, Plot Bearing Khasra No.617/4, Bamohalla Kher Road, New Ward No.05, Zone-B, Balotra-344002- Rajasthan-344002 211. Rajasthan Banswara 1st Floor, Time Squre, Mohan Colony Banswara-Rajasthan-327007 212. Uttar Pradesh Prayagraj Vinayak Tower, Portion of 2nd Floor,124 E1 20, M G Marg, Civil Lines, Prayagraj-U.P. -211002 213. Haryana Gurugram Ground Floor, Khewat No.264, Khatta No.290, Village Jamalpur, Tehsil Farukhnagar, Dist-Gurugram-123503 214. Rajasthan Sriganganagar Front portion of 2nd Floor, Property No.25A, Melody House, Public Park, Ravindra Path, Sri-Ganganagar-335001 215. Rajasthan Hanumangarh Ground Floor, Chak 3, K.N.J., S. No. 119/259, Part of Killa No. 12, Near Au Small Finance Bank, SGNR Road, Dhilon Colony, Hanumanagarh-335512 216. Andhra Pradesh Tirupati LS3 Complex, Door No. 23-8-165/2b,3rd Floor, Air Bypass Road, Tirupati- 517502 217. Karnataka Chitradurga 1st Floor, Radhakrishna Arcade, B.T Road North Side, Chitradurga Karnataka- 577501 218. Delhi Delhi 2nd Floor, Wing C, Parsvnath, Capital Tower, Pase-1, Bhai Veer Singh Marg, New Delhi-110001 Description of our business Our Lending and other Financial Products Our lending products comprises housing loans and non-housing loans. Housing loans consists of retail loans extended to individuals for construction, purchase, home renovation and wholesale loans to corporates for construction of residential projects. Non-Housing loans includes loans extended to individuals, MSMEs and corporates for business purposes, loans to corporates for construction of commercial projects and lease rental discounting loans. Housing Loans We offer secured and mortgage-backed housing loans to salaried, self-employed and corporates for the following purposes: • construction or purchase of new dwelling units by individuals and/or group of individuals; • purchase, renovation, reconstruction of old dwelling units by individuals and/or group of individuals; • purchase of plots for construction of residential dwelling units, provided that a declaration is obtained from the borrower demonstrating their intent to construct a house on the plot within a period of three years from the date of availability of the loan; and • construction of residential dwelling units by builders. 171We offer customised solutions, in terms of security and repayment tenor, to accomodate our customers’ needs. We also offer comprehensive home buying solutions, which include selection of suitable property, checking the requisite approvals on the project, filing of requisite documents, registration of the property and opting for the appropriate equated monthly instalments (“EMI”) and tenure of the loan for the customer. We engage with our customers on an ongoing basis to ensure a high degree of customer satisfaction. For housing loans to individuals of up to ₹30 lakhs, our loan to value ratio typically does not exceed 80% of the value of the property. The average term of such loans is around 15 years. As of March 31, 2025, the majority of our housing loans to individuals bore floating rates of interest. We also offer construction finance loans for the construction of residential projects to corporates and developers. The land, the housing units and/or project being constructed, the sales and other receivables from such units and/or projects are mortgaged or charged, in our favour, to provide security for the loan availed and other dues. Non-Housing Loans Retail Non-Housing Loans: We provide loans against property, primarily to self-employed individuals, proprietorships and MSMEs, for working capital or business expansion needs. The loans are secured either against the business cash flows or through mortgages of, amongst others, the business premises and self-occupied residential properties of our customers. The average term of such loans around is seven (7) years. For non-housing loans, the maximum loan-to-value (“LTV”) ratio is 65%. However, our average LTV at origination is 49% of the value of the property. The average term of such loans is around 15 years. As of March 31, 2025, the majority of our housing loans to individuals bore floating rates of interest. Corporate Non-Housing Loans We provide finance to real estate developers through corporate mortgage loans. Corporate mortgage loans are made available through two main types of structures: (i) construction finance and (ii) lease rental discounting loans for commercial properties. Construction finance loans are loans provided for the purpose of construction of commercial premises. For such construction finance loans, the land and the commercial units and/or the project being constructed and the sales and other receivables from such units and/or project are mortgaged or charged, in favour of our Company, to provide security for such loans availed and other dues. Lease rental discounting loans are loans provided against hypothecation of the rental receivables (which are routed through an escrow account) of an operational commercial property, which also forms the primary source of repayment of such lease rental discounting loan and the other dues. The commercial property may also be mortgaged to secure such loan and the other dues. Additionally, the promoter’s guarantee and mortgagor’s shares may be pledged to further secure such loan and other dues. A key consideration in the credit appraisal process is the enforceability of the mortgaged property and the other security. Further, pursuant to a business transfer agreement dated November 13, 2024, read with the short form agreement dated September 30, 2024 (together “BTA”), executed between the Company and Sammaan Finserve Limited (formerly known as Indiabulls Commercial Credit Limited) (“SFL”), the entire wholesale loan business of SFL consisting of, amongst others, group of assets, liabilities, provisions and licenses have been transferred to the Company with effect from September 30, 2024. Lending Policies and Procedures Overview We are an NBFC registered with the RBI, which is the regulator for NBFCs in India. The RBI regulates NBFC by stipulating prudential guidelines, directions and circulars in relation to NBFCs. Within the regulatory guidelines, directions and circulars, NBFCs can establish their own credit approval processes. As such, once a company has obtained an NBFC license, the terms, credit levels, and interest rates of loans and any credit approvals are based upon the NBFC’s 172established internal credit approval processes framed in accordance with applicable regulations. Each NBFC undergoes an annual regulatory inspection. These inspections are exhaustive and can last for a period of three to four weeks, during which regulators review the NBFC’s adherence to regulatory guidelines, scrutinise the loan book and individual loan files, including security documents, review the functioning of the Board of Directors and its committees and their adherence to minutes of various internal meetings, review the NPA and delinquent cases, review and evaluate the credit approval policies and credit assessment standards, review implementation of decisions and policies of the Board of Directors and review adherence to prescribed formats in the filing of regulatory reports. We have a team of experienced officers in our credit appraisal and risk management teams to develop and implement our credit approval policies. Our credit approval policies focus on credit structure, credit approval authority, customer selection and documentation provided by the customer. Our risk management and appraisal systems are regularly reviewed and upgraded to address changes in the external environment. Customer Appraisal and Approval Process We have dedicated units that appraise loan applications operating at the branch office, master service centre and head office levels. Each office must independently appraise a prospective customer’s loan application before any loan offer is made. Additionally, our master service centres are staffed by more senior personnel, who are involved in complex credit decision making. We follow an exhaustive internal appraisal process that includes: • Identity verification, residence and office address verification and fraud check and compliance with the KYC guidelines as per the regulatory guidelines • applicant’s credit worthiness, such as applicant’s past history from credit bureaus, ROC and other database checks for litigation, credit, defaults etc • assessment of applicant’s ability to repay and sources for such repayment, through various documents such at salary slips, income tax return statements, banking statement, balance sheet etc; • assessing the quality, value and enforceability of the collateral which includes a legal and technical assessment of the proposed collateral, site visit and project level feedback through an external team as well as an internal team; • for project loans, calculating the expected cash flows of project being undertaken, promoter experience, business sustainability and strength of the underlying collateral; and • verifying the purpose and end-use of the loan. We believe that our thorough credit approval process has, in part, allowed us to grow our Loan Book with low delinquency rates. The customer appraisal process begins at the branch office level. All applications for retail mortgage loans by prospective customers must be submitted on our standardised forms. In addition to submitting a duly signed application form and processing fee cheque, prospective customers are required to submit certain KYC documents, including proof of name, date of birth, address and signature, as well as documents relating to the property to be purchased. To be eligible for a retail mortgage loan, each prospective customer must either be presently employed and receiving a salary from a corporation or be self-employed with an established business track record and sufficient earnings. Each such prospective customer is also required to provide requisite documentation for income verification purposes. If salaried, prospective customers are required to submit salary slips, bank statements, Form 16, a certificate issued to salaried personnel in India by their respective employers certifying the tax deducted at source from salary disbursements for such employee, amongst others. The prospective self-employed customers are required to submit income tax returns along with financial statements and bank statements. Borrowers which are proprietorships or companies are also required to submit certain approvals maintained by them in relation to their business and operations. Once a prospective customer has submitted a completed application, credit officers in the branch office verify various details and empanelled third-party agencies conduct various on-site checks to verify the prospective customer’s work and home addresses, as well as telephone numbers. We check the credit history and credit worthiness of the customer on various credit bureaus to ascertain the financial obligations of the customer and to ensure that the customer has a clean repayment track record, such as consumer credit reports from CIBIL for delays/defaults by the borrower. We also carry out various reference checks with the customer’s bankers and debtors, creditors, as well as with the customer’s neighbours. Internally, we check several databases for any information and/or feedback regarding the customer. We carry out title and legal checks, including interest checks through filings made to Central Registry of Securitisation Asset Reconstruction and Security Interest of India, on the collateral to ensure that it has the first and sole charge on it. We conduct property valuations internally and also engage external property valuers to assess the properties. The lower of the two valuations is considered by the credit officer. Additionally, checks are also undertaken by our fraud control unit to make sure that the customer and the details provided are authentic. 173For retail housing and non-housing loans, we have implemented various approval levels on a delegated basis, depending on the size of the financing and other metrics. Critical policy revisions (e.g. new products, income programmes, etc.) are jointly approved by the Board and the authorised committee. All commercial credit loans are approved by the organization level Credit Committee. The composition and authority of the committee is approved and notified by the Board from time to time. Once the application review process is completed, the loan is sanctioned by the mandated approval authority. A credit decision is then communicated to the customer. Before disbursement of the loan, we must receive either electronic clearance instructions or post-dated cheques from the customer for the EMI payments. We also receive an additional cheque for the principal amount of the loan, which we can present if the loan becomes pre-payable for any reason. Once the direct debit authorisations and/or cheques have been received, the funds are disbursed to the customer. Loan origination and sourcing process Our customers are sourced by its in-house direct sales team (“DST”), external direct sales agents (“DSAs”) and through branch walk-ins. Our “feet-on-street” DST covers and penetrates the urban and semi-urban customer segments. As of June 30, 2025, we had a DST of over 1,279 employees, on a standalone basis, and 8,301 DSAs, one a standalone basis, located across our network. Our DST employees operate out of our branch offices, service centres and project sites. The DST employees supervise approved and under-construction residential projects across India. They engage with customers at the time that the customers are selecting housing units for purchase. Often the DST employees show various developments to the customers and help the customers with the purchase decision. Once the sale is ready to close, the DST employees also assist the customers in obtaining a housing loan. We also rely on DSAs for referring potential customers. Our DSAs are typically proprietorships and self-employed professionals who primarily work with multiple small businesses providing consulting services. They pass on leads of any loan requirements of these small businesses to us. These DSAs do not work exclusively with us and may also work with other lenders, including our competitors. DSAs pass on leads to us and document collection, credit appraisal and eventual loan fulfilment are done by us in-house. Portfolio Monitoring Retail Housing and Non-Housing Loans Our risk audit and collection department review and monitor overall loan portfolio in regular interval. These departments monitor debt repayment levels of particular loan exposures on a continuous basis. This allows us to identify potentially problematic loans at an early stage and helps prepare us for immediate action, if any principal or accrued interest repayment problems arise. The portfolio is monitored by way of various analyses consisting of: • bucket-wise ageing analysis (i.e., number of days past due) of the outstanding portfolio; • concentration risk monitoring in segments of the portfolio; • early warning delinquency analysis; and • historical case review on a periodical basis, including review of credit risks and operational risks Corporate Mortgage (Housing/ Non-Housing) Loans A constant monitoring through local teams based in each city and our dedicated asset monitoring team, which includes: • monthly/ quarterly site visits to ascertain the progress of the project, the quality of the project and to estimate; • any potential cost overruns and delays. Site visit reports are prepared, which include details illustrating the number of labourers on the site, slab costs and approval status, among others. Moreover, the reports contain the progress made in 174respect of each work stream over the course of each site visit; • monthly performance reviews with regard to actual against budget covering parameters such as sales units, value and price, collections and various costs; • computation of monthly cash cover to ensure adherence to stipulated cash cover, status of no-objection certificate issuances; • monthly “early warning signal” meetings to highlight project performance, market trends, regulatory developments and action points for cases which require management’s attention; and • analysis of operating and financial parameters to understand business performance. Regular collection of the loans happens through NACH/ECS mode. Instrument is presented on the respective due date of the loans. Account level bounce reports are published to stakeholders at regular intervals. Bounce cases are first handled by call centre team and unresolved cases are allocated to field collection team. We have a dedicated inhouse recovery team that manages the loan administration and collection of overdue cases. Once the account is allocated to collection staff, they visit and collect the overdue amount through online transfer via a payment gateway or cheque payment. Cases which remain uncollected for longer period are closely monitored by managers and necessary legal action is initiated against the customer to recover the monies. Asset Recovery and Non-Performing Loans Once an account is classified as an NPA, in accordance with the RBI Master Directions, proceedings under the SARFAESI Act commence. The proceedings commence with the issuance of a notice to the borrower and/or the guarantor calling upon them to pay the demanded amount within 60 days. In the case of non-compliance, another notice is issued for taking over symbolic possession of the mortgaged property. Thereafter, applications seeking police assistance for taking physical possession of the mortgaged property are filed before the magistrates and collectors concerned. We then obtain a valuation of the mortgaged property and fix the reserve price and put it up for auction. At times, the property is also sold through private arrangements after obtaining the consent of the borrower. Portions of the portfolio where the likelihood of repayment is remote are written off. Subsequent recoveries on these portions are recognised directly in our income statement but the asset itself is not regularised and remains written off. In addition to initiating proceedings under the SARFAESI Act, in the event that EMI or principal repayment cheques issued by our customers are dishonoured on account of insufficiency in funds, we initiate proceedings under the Negotiable Instruments Act, 1881 (the “Negotiable Instruments Act”) or the Payment and Settlement Systems Act, 2007 (“PSS Act”) for asset recovery and NPAs. Upon the receipt of the relevant information and documents such as the physical cheque and bouncing memo or dishonour of electronic funds transfer, proceedings under the Negotiable Instruments Act or PSS Act, as applicable, may be initiated by serving a notice demanding payment. If no payment is received within the stipulated period, a criminal complaint is filed before the competent court having jurisdiction to try the case. After the trial, if the accused person(s) are convicted, they are liable for imprisonment or fine or both. We also initiate arbitration proceedings based on arbitration clauses in our loan agreements. Once the arbitrator accepts the request for appointment, he/she sends acceptance in writing to all the parties to the dispute and calls upon the claimant to file the statement of claim. We file our statement of claim before the arbitrator and if required, an application under the Arbitration and Conciliation Act, 1996 seeking appropriate interim reliefs. If the respondent(s) do not appear in the arbitration proceedings even after due service, they proceed on an ex-parte basis. The proceedings are conducted in accordance with the procedure stipulated by law and by the arbitrator. After adjudication, ex-parte or otherwise, an award is passed by the arbitrator. As at June 30, 2025 and March 31, 2025, our gross NPAs as a percentage of our consolidated Loan Book was 2.02% and 1.80%, respectively, and our net NPAs as a percentage of our consolidated Loan Book was 1.16% and 1.08%, respectively. As at June 30, 2025 and March 31, 2025, we have total ECL allowance on financial assets and loan commitments amounting to ₹ 1,268.65 crores and ₹825.78 crores, respectively, representing 2.84% and 1.81%, respectively, of our consolidated Loan Book and 140.03% and 100.44%, respectively, of our consolidated Gross NPAs, which comprised ₹ 1261.68 crores and ₹ 818.03 crores, respectively, as provision for our consolidated NPAs and ₹ 6.97 crores and ₹ 7.75 crores, respectively, as provision for our undrawn loan commitments. 175The following table sets forth details of the Company’s consolidated non-performing loans and defaulting loans as at June 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023: (₹ in crores, unless otherwise stated) Particulars Consolidated as Consolidated as at March 31 at June 30, 2025 2025 2024 2023 Gross NPAs 905.96 822.16 1,754.27 1,918.44 Loan Book* 44,746.43 45,732.88 54,324.59 57,011.22 Gross NPAs as a percentage of Loan Book (in %) 2.02 1.80 3.23 3.37 Provision for NPAs 387.85 329.74 758.95 641.76 Provision for NPAs as a percentage of gross NPAs (in %) 42.81 40.11 43.26 33.45 Net NPAs 518.11 492.42 995.32 1,276.68 Net NPAs as a percentage of Loan Book (in %) 1.16 1.08 1.83 2.24 * Loan Book = Term loans (net of assignment) (including redemption premium) Other Products and Businesses In addition to our housing finance business, we undertake certain other limited business activities. These include management of alternate investment fund schemes through Indiabulls AIF, by our subsidiary, Indiabulls Investment Management Limited. We actively seek to diversify our income sources and explore other business opportunities in the financial services sector in India or abroad. Sales and Marketing Our customer-oriented approach forms the basis of all our marketing activities and communications. Our marketing strategy revolves around the following: • position ourselves as one of the leading players in the affordable housing segment, offering housing loans at competitive rates; • make our brand relevant to the right target audience (especially in the sub ₹50 lakh home loan segment); • ensure sustained visibility through television, print and digital media for both our customers and opinion makers; and • strengthen relationships with builders through optimum presence in and around our pre-approved residential projects. We have an in-house marketing and branding team which carries out various marketing and branding activities, implements our marketing strategy and ensures that our brand objectives are met with. Our core brand objectives include creating awareness, generating leads and increasing sales. We also engage third party agencies to support our marketing and branding team in achieving our objectives. We adopt a comprehensive marketing approach across various media platforms to achieve sustained and strategic visibility and effective and efficient communication with our potential customers. Our communication channels include the following: • above the line communication: We regularly advertise through television, national and vernacular dailies, radio and outdoor hoardings. • below the line communication: We regularly conduct and/or participate in sponsored events, property exhibitions, customer awareness events, co-branded builder site events and promotions in building societies and malls. To further expand our outreach, our team conducts relationship meetings with channel partners and business associates on a regular basis. • digital communication: Digital communication has been our key focus in recent times. The presence on search engine marketing, social media and select publisher sites has helped us leverage the branding and business opportunity on 176the internet and mobile platforms. Our sales efforts primarily involve loans provided to customers purchasing homes in under-construction projects. We enter into tie-ups with real estate developers, pursuant to which we pre-approve their projects. Customers intending to purchase homes from pre-approved projects are catered to by our DST employees operating at these project sites. We also rely on DSAs, referrals and walk-ins across our network; events and exhibitions to increase sales and generate leads. We also have a dedicated call-centre to address enquires generated from various mediums and also resolve customer queries. Sources of Funding For details of our sources of funding, please see “Financial Indebtedness” on page 227. After disbursing loans, we often sell down parts of our portfolio through the securitisation and/or direct sell-down or assignment of loan receivables to various banks and other financial institutions. Our assignment and securitisation transactions are conducted on the basis of our internal estimates of funding requirements and may vary from time to time. The balance outstanding in the pool of loan assigned and for the quarter ended June 30, 2025 and as on March 31, 2025 amounted to ₹ 10,147.92 crores and ₹ 10,142.08 crores, respectively, on a standalone basis, and ₹ 13,515.73 crores and ₹ 13,338.78 crores, respectively, on a consolidated basis. Liability Management We believe we have a robust liability management programme that leads to stable borrowings at reasonable costs. We have lending relationships with Indian public-sector banks, private banks and others financial institutions. Our borrowing is mainly in the form of term loans from banks, non-convertible debentures issued on a private placement basis, external commercial borrowings and portfolio sell-downs. We do not currently rely on short-term borrowings through commercial paper. Risk and Asset-Liability Management Our Board of Directors has formed a risk management committee and asset liability management committee to help prudently manage major risks within our Company. The Risk Management Committee is comprised of three members and CRO being the permanent invitee to the Committee, who are responsible for, among other things: a) Approve the Credit/Operation Policy and its review/modification from time to time; b) Review of applicable regulatory requirements; c) Approve all the functional policies of the Company; d) Place appropriate mechanism in the system to cater Fraud while dealing with customers/approval of loans etc; e) Review of profile of the high loan Customers and periodical review of the same; f) Review of Branch Audit Report; g) Review Compliances of lapses; h) Review of implementation of FPCs, KYC and PMLA guidelines; i) Define loan sanctioning authorities, including process of vetting by credit committee, for various types/values of loans as specified in Credit Policy approved by the Board; j) Review the SARFAESI cases; k) Recommend Bad Debt Write Off in terms of the Policy, for approval to Audit Committee; 177l) Ensure appropriate mechanisms to detect customer fraud and cyber security during the loan approval process etc.; and m) Any other matter involving Risk to the asset/business of the Company. The Asset Liability Management Committee is comprised of five members who are responsible for, among other things: a. Review of Assets and Liabilities position of the Company and Liquidity risk Management and give directions to Finance/Treasury Team in the event of ALM mismatches beyond permissible limit as set out by the Committee; b. Management of Interest Risk and product pricing, launching of new products; c. Periodical review of PLR and recommend for change for the benchmark rate of the Company; d. Approval of Inter corporate loans to subsidiaries/ associate companies; e. Analysing various risks like liquidity risk, interest rate risk, investment risk and business risks; f. Assessment of opportunity cost and maintenance of liquidity; g. Evaluate market risk involved in launching of new products; h. Decide the transfer pricing policy of the company; and i. Approval of the business plan, targets and their regular reviews. Our Board of Directors has constituted various other committees, namely the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee, the Credit Committee, the IT Strategy Committee, the Securities Issuance and Investment Committee, the Identification Committee, the Internal Complaint Committee, the Review Committee, the Customer Services Committee, the Corporate Social Responsibility Committee, the Management Committee, the Committee for Restructuring, Reschedule, and Monitoring of Asset Quality, NPA and Write-off, the Regulatory Measures Oversight Committee, the Independent Director Committee, the IT Steering Committee, the Information Security Committee, the ESG Committee Special Committee of the Board for Monitoring and Follow-Up of Cases of Frauds, Data Protection Committee and the Selection Committee, which act in accordance with the terms of reference determined by the Board of Directors, as well as applicable corporate governance requirements under the RBI and the SEBI Listing Regulations and the listing agreements executed with the Stock Exchanges. These committees comprise independent directors on our Board of Directors along with experienced members of our senior management team who have put in place preventive measures to mitigate various risks. We have a robust mechanism to ensure the ongoing review of systems, policies, processes and procedures to contain and mitigate risks that arise from time to time. The key principles we apply to address and mitigate interest rate risk, liquidity risk, credit risk and operational risk are summarised below. Interest Rate Risk We are in the business of lending. We borrow funds at floating and/or fixed rates of interest and currently extend credit at floating rates of interest, though we have in the past extended credit at fixed rates of interest. Our profitability is linked to interest rates. This exposes us to an interest rate risk. Consequently, exposure to interest rate fluctuations and increases needs to be managed in order to mitigate the risk. As at June 30, 2025, a significant majority of our loan assets and borrowings are at floating rate. Our business gets impacted by a change in interest rates although the floating rate loans only re-priced on a periodic basis. Our balance sheet consists of Indian Rupee denominated assets and liabilities and U.S. dollar denominated liabilities. Consequently, movements in domestic as well as U.S. dollar interest rates constitute the primary source of interest rate risk. This risk on the balance sheet is managed by the management team with the guidance of our asset liability management committee. The committee actively reviews our assets and liabilities position and gives directions to the finance and treasury teams in managing the same. While we have entered into various swap arrangements to reduce our exposure to interest rate fluctuations, such 178arrangements may not sufficiently reduce our exposure to fluctuation in interest rates or adequately protect us against any unfavourable fluctuation in the interest rates. For more information on our liquidity risk, see “Risk Factors – Risks relating to our Business – We are vulnerable to the volatility in interest rates and we may face interest rate and maturity mismatches between our assets and liabilities in the future which may cause liquidity issues”. Foreign exchange risk Substantially all of our revenue and our expenditures are denominated in Indian Rupees. However, we undertake external commercial borrowings in U.S. dollars. As a result, fluctuations in the exchange rate between the U.S. dollar and Indian Rupees will affect our interest expenses, financial condition, cash flows and profitability. The Indian Rupees’ exchange rate with the U.S. dollar and other currencies is affected by, among other things, changes in India’s political and economic conditions. See also “Risk Factors – Risks relating to our Business – We are subject to risks arising from exchange rate fluctuations, which could materially and adversely affect our business and financial condition”. Any significant revaluation of the Indian Rupees may materially and adversely affect our cash flows, revenue, earnings and financial position, and the value of any dividends payable in U.S. dollars. While we have entered into various hedging arrangements to hedge our entire balance sheet risk on our foreign exchange exposure, such arrangements may not sufficiently reduce our exposure to fluctuation in interest rates or adequately protect us against any unfavourable fluctuations in exchange rates. Liquidity Risk We minimise liquidity risk arising due to non-availability of adequate funds at an appropriate cost by using a mix of strategies including asset securitisation, assignment and a temporary asset liability gap. We seek to maintain adequate liquidity at all times. We strictly adhere to this liquidity principle and seek to always maintain between 15% and 20% of our on-balance sheet assets in the form of cash, investments and undrawn but committed cash credit limits. We constantly monitor our liquidity under the guidance of the Asset Liability Management Committee and the Securities Issuance and Investment Committee. We classify our assets and liabilities as current and non-current based on their contracted maturities. We manage our balance sheet while drawing new debt and extending credit so as to minimise potential asset-liability mismatches. We do not deploy funds raised from short-term borrowing for long term lending. A summary of our asset and liability maturity (ALM) profile on a standalone basis as of March 31,2025 is set out below: (₹ in crore) Outflow Residual Maturity s 1 to 8 to 15 Over Over Over Over Over 1 Over 3 Over 5 Grand 7 14 days 1 2 3 6 year & Years & Years Total Day Day to mont mont mont mont up to 3 up to 5 s s 30/31 h & h & hs & hs & Years Years days up to up to up to up to 2 3 6 1 year mont mont mont hs hs hs 1 Liabiliti es 2 Deposits - - - - - - - - - - - 3 Borrowi 82.1 2.83 425.7 283.6 2,300. 2,038. 3,105. 22,845.35 8,843.28 914.90 40,842.35 ngs** 6 2 2 89 39 21 4 Foreign - - - - 1.27 281.21 - - 282.48 Currenc y Liabiliti es 5 Assets 6 Advanc 397. 233. 1,447. 1,105. 731.8 2,402. 6,466. 16,517.57 12,207.89 4,159.37 45,669.45 es 65 51 27 73 0 04 62 7 Investm 9.54 - 2.63 459.4 57.22 48.31 1,254. 5,110.34 8,136.07 5,129.68 20,207.24 ents*** 5 00 179(₹ in crore) Outflow Residual Maturity s 1 to 8 to 15 Over Over Over Over Over 1 Over 3 Over 5 Grand 7 14 days 1 2 3 6 year & Years & Years Total Day Day to mont mont mont mont up to 3 up to 5 s s 30/31 h & h & hs & hs & Years Years days up to up to up to up to 2 3 6 1 year mont mont mont hs hs hs 8 Foreign - - - - 36.19 1.08 26.01 - - - 63.28 Currenc y Assets *In addition to the investments shown in the table above, the Company also had cash, cash equivalents and bank balances of ₹ 2,149.55 Crores as at March 31, 2025. ** Net of lease liability recognized under Ind AS 116 in respect of leases (other than short-term leases) aggregating to ₹ 236.25 crores. ***Investments includes Assets held for sale amounting to ₹ 611.57 crores, Fixed deposit with bank amounting to ₹ 1,543.99 and Interest Accrued on Deposit accounts / Margin Money amounting to ₹ 1,299.66 as at March 31, 2025. Note: In computing the above information certain estimates, assumptions and adjustments have been made by the Management for its regulatory submission. Capital Adequacy NBFCs were required to maintain a minimum CRAR, computed in accordance with the applicable laws, norm of 15% of the aggregate risk weighted assets and risk adjusted value of off-balance sheet items on or before March 31, 2025 15% of the aggregate risk weighted assets and risk adjusted value of off-balance sheet items on or before March 31, 2024 and 15% of the aggregate risk weighted assets and risk adjusted value of off-balance sheet items on or before March 31, 2023, before declaring any dividends. The table below sets forth our standalone CRAR (%) as at June 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023 as computed in accordance with the RBI Master Directions: Particulars Standalone For the quarter ended For the Fiscal Ended March 31 June 30, 2025 2025 2024 2023 CRAR (%)(2) 29.17 29.52 22.73 23.01 CRAR – Tier I Capital (%)(1) 28.78 29.47 21.80 18.39 CRAR – Tier II Capital (%)(1) 0.39 0.05 0.93 4.62 Notes: (1) CRAR is defined as a capital ratio consisting of Tier I and Tier II Capital to its aggregated risk weighted assets (as per the RBI Master Directions) and of risk adjusted value of off-balance sheet items. (2) Computed in accordance with the RBI Master Directions. Credit Risk Credit risk is the risk of loss that may result from a borrower’s or counterparty’s failure to meet the contractual obligation of repaying debt as per the agreed terms. Credit risk is actively monitored and controlled by our risk management committee. The committee reviews and updates the credit policy, which is strictly adhered to by our underwriting teams. We also employ advanced credit assessment procedures, which include verifying the identity and checking references of the prospective customer thoroughly at the lead generation stage. Our extensive local presence also enables us to maintain regular direct contact with our customers. The underwriting team works closely with our fraud control unit, which uses internal and external sources to identify all possible fraudulent loan applications. The Risk Management Committee is comprised of three members and CRO being permanent invitee to the Committee, including members of our senior management team with significant experience in the industry. The Risk Management Committee meets multiple times during the year and actively monitors emergent risks to which we may be exposed. The Risk Management Committee has put in place enhanced control measures in an attempt to minimise these risks. We have also appointed a chief risk officer whose scope of domain includes assessment and mitigation of various types of risks including strategic risk, operational risk, compliance, market risk and legal risk. Operational risk management Operational risk is the risk of loss resulting from (i) inadequate or failed internal processes, (ii) people and systems, or (iii) external events. Operational risk is associated with human errors, system failures, and inadequate procedures and controls. Operational risk exists in any kind of products and business activities. 180We have identified certain types of the operational risk events which are more likely to result in substantial losses to our business. These include (i) credit risk, (ii) technology risk, (iii) employee risk, (iv) regulatory risk and (v) the risks arising from fraud and anti-money laundering transactions. We have implemented strategies and methods to safeguard against these risks: Technology risk We have an in-house IT team, which ensures that the software and hardware systems are not only adequate but also continuously upgraded and safeguarded against any kind of technology related threats. The IT team is also responsible for ensuring the occurrence and frequency of IT downtime is kept to a minimum. The team is also responsible for the accessibility of our IT system to authorised users and password management. Employee risk We have implemented a screening programme to conduct pre-employment background checks. Adequate and proper reference checks and screening of the prospective employee’s credentials are conducted prior to recruitment. Regulatory risk We require our employees to follow a clear procedure to ensure that all the regulatory clearances are obtained for the underlying projects before providing any types of financial support to such projects. Any communication received by us, including legal notices, customer letters, banks communications, regulatory notices or orders are promptly recorded and forwarded to the relevant departments who are required to process such communication in a timely manner. This process is managed by our in – house regulatory compliance team. Fraud and anti-money laundering transactions At the time of appraisal of a loan or a business proposal, we review the underlying documents from KYC as well as money laundering and fraud prevention perspectives. Our fraud control unit also conducts spot checks on a random basis. We also ensure the preservation of records in compliance with the Prevention of Money Laundering Act of 2002. Competition We face competition in the lending business from domestic banks as well as other HFCs and NBFCs. For further details please refer to “Industry Overview” on page 108. Technology Our Company has put in place processes that have revamped end-to-end customer journeys and has enabled our Company to deliver our products and services in the industry. Digital processes have been introduced for enabling customer profile identification, credit evaluation, collection efficiency and analysis, and customer retention, deploying digital and data analytics has helped us to respond to market expectations and gain a market-leading position across businesses. Our Company has been focused on digital innovation and technology enhancement, in order to achieve our Company’s vision of creating sustainable value for all the stakeholders. Our Company has been able to move-up the maturity stages, in terms of lifecycle, data and talent by trying to strike a healthy balance between digital innovation and stable availability of service to our customers. Our Company has undertaken many initiatives including building of robust digital assisted applications, to enable our field force to source and disburse loans seamlessly and achieve significantly lower TAT. All our branches are connected through a virtual private network to central servers located at our Mumbai and Noida data centres. Data is processed and analysed using various tools, enabling us to efficiently and cost-effectively manage our nationwide network of branches and appropriately monitor various risks. Our Company is striving to achieve 100% automated and analytics-driven underwriting and bias-free credit decision making. We also have a built-in mechanism to detect and identify frauds, further assisted by digital on-boarding solutions and online verification processes. We have also introduced digital touch-free collection mechanism for our field force. Touch-free collections aim to 181provide minimal to no-contact interaction with the customers for the collection of dues. With this facility, customers can seamlessly make digital payments or visit nearest payment bank for the same. Additionally, the launch of UPI payments has amplified the customer experience alongside our collection efforts. We continue to work towards protecting our customer information and ensuring data security for the sustainability of the business. Thus, safety protocols are updated on a regular basis and considerable efforts are made to adhere to top-notch customer privacy protection practices as well. The procedures adopted to protect software and databases, amongst other things, are as follows : • Using world class storage appliances to store data in encrypted format. • Real time back up and syncing of database to DR Site. • All our applications and database, OS are regularly patched. • Vulnerability Assessment testing conducted for each category of application prior to going live We have also adopted several digitisation tools and also implemented the integration of the customer lifecycle with several third party applications such as CKYC, PAN, CIBIL, GSTN, payment gateway, eNACH, Hunter, Document management, Dedupe, Host to Host bank integration, CERSAI, etc. amongst other things. Mobility / Portal for Customer: 24 X 7 access to customer for loan on-boarding & Self-service request; CRM for Customer contact centre & Sales Team: Loan or-boarding, Credit review & servicing thorough contact centre. Business critical systems are mentioned as below: • Loan Management Systems – FinnOne and CLMS • Financial System – SAP. • Analytics System – WPS. • CRM and Partner Management – Microsoft Dynamic 365 and Microsoft Dynamic Partner Portal. Achievements: • New apps launched for LOS, incentive, customer portal, mobile apps. • Future ongoing improvements > mention that we are working on implementing new platform for customer portal and mobile app, customer on boarding, services etc. Customer Service and Grievance Redressal Processes We have implemented a grievance redressal policy and a well-defined structured system to resolve any issues faced by our customers in a just, fair and timely manner. Customers can register their grievances through email, telephone or complaint books available at all our offices. Customer complaints are promptly recorded in a master database through our customer relationship management system. The relevant office where the complaint was lodged is primarily responsible for ensuring that the complaint is resolved to the customer’s satisfaction. All escalations are further sent to the Head Office for guidance/resolution. All complaints are acknowledged within three working days from receipt and are endeavoured to be resolved within 30 days of receipt. We have also formed a customer services committee comprising four members including Dinabandhu Mohapatra, Independent Director as its Chairman, who periodically review major areas of customer grievances and suggest appropriate measures to be taken to improve customer service. The committee also examines issues that have a bearing on the quality of customer service. We have obtained ISO 14001:2015 certification from TUV NORD CERT GmbH and ISO 9001:2015 from TUV India Private Limited. in relation to our management system for lending operation processes and grievance redressal mechanism. Insurance We currently maintain insurance coverage against fire and special perils, burglary, cash in safe, cash in transit, electronic equipment machinery breakdown and damage to portable equipment at our branch offices located across the country. We also maintain a director’s and officers’ liability policy covering, among others, the directors, officers and employees of the Company and all its Subsidiaries (“Directors and Officers”) against loss incurred by such Directors and Officers or on their behalf in respect of any claim against the Directors and Officers. The policy also covers costs incurred in availing 182the services of public relations firms in regard to any claim against our directors in their capacity as directors of another company, provided that such directorship was held at the request of the Company. See “Risk Factors – Our insurance coverage may not be sufficient or may not adequately protect us against losses, and successful claims that exceed our insurance coverage could harm our results of operations and diminish our financial position” on page 50. Intellectual Property Our Company conducts its operations under the “Sammaan” brand name. We have filed an application dated February 17, 2024 for the trademark of the “Sammaan Capital” (word) under class 36. Additionally, we have filed an application dated March 18, 2024 for the trademark registration of the logo “ ” under class 36. We also use trademark for our business operations. See “Risk Factors – We may be unable to protect our brand names and other intellectual property rights which are critical to our business” on page 52. Legal Proceedings Other than as disclosed in the sections titled “Outstanding Litigations and Defaults” and “Risk Factors” on pages 322 and 19, respectively, we are party to various legal proceedings which arise primarily in the ordinary course of our operations. Property The majority of our operations are conducted on premises that we lease from third parties, including our Registered Office, Corporate Office, branch offices and service centres. Our Registered Office, which is located at A-34, 2nd and 3rd Floor, Lajpat Nagar-II, New Delhi 110 024, India, has been leased to us pursuant to a lease deed dated November 10, 2022. Our lease for the premises expires on August 13, 2031. Additionally, our leases for our branch offices and service centres are typically valid for a period of between 11 months and nine years, are renewable after the expiry of their terms and may be terminated by us with prior notice. As of June 30, 2025, our Company has a network of 137 active branches at Company level, and 218 active branches including our Material Subsidiary, Sammaan Finserve Limited, which are spread across 20 states in India. For further discussion, please refer to “Risk Factors – Risks Relating to our Business” on page 19. Employees As of June 30, 2025, our Company had a dedicated workforce of 3,731 personnel at Company level and 4,429 personnel, including our Material Subsidiary, Sammaan Finserve Limited. We focus on training our employees on an ongoing basis. We conduct regular training programmes and workshops for our employees, and management and executive trainees generally undergo extensive training on the finance sector. The training programs are categorised into four groups, namely orientation, functional, behavioural and regulatory. In addition to on-the-job training, we provide employees courses in specific areas or specialised operations on an as-needed basis including in credit risk, credit underwriting behavioural workshops, know your customer and anti-money laundering. For further discussion, please refer to “Risk Factors – Risks Relating to our Business” on page 19. Corporate Social Responsibility We are firmly committed towards corporate social responsibility initiatives towards which we have spent ₹19.32 crores on a consolidated basis in fiscal year 2025. The expenditure has gone towards key focus areas such as health, education, nutrition, sustainable livelihood, sports, rural development and environment conservation. 183HISTORY AND OTHER CORPORATE MATTERS Brief background of the Company Our Company was incorporated as Indiabulls Housing Finance Limited (“IHFL”), under the Companies Act, 1956 pursuant to a certificate of incorporation dated May 10, 2005 issued by the Registrar of Companies, Delhi and Haryana at New Delhi (“RoC”) and commenced its business on January 10, 2006 pursuant to a certificate of commencement of business issued by RoC. Our Company was initially registered as a non-deposit taking housing finance company registered with the NHB pursuant to a certificate of registration dated December 28, 2005 bearing registration number 02.0063.05, however this license was later surrendered. Pursuant to the resolution passed by our Shareholders at the AGM held on September 25, 2023 and an application filed by the Company to RBI, the Company was granted a certificate of registration dated June 28, 2024, bearing registration number N-14.03624, as a non-banking financial company without accepting public deposits (NBFC-ICC) by RBI in accordance with Section 45IA of Reserve Bank of India Act, 1934 (“COR”). The RBI also approved the change of name of the Company to “Sammaan Capital Limited” under the COR, which was given effect to on the date of receipt of the COR by the Company (being July 2, 2024). Additionally, the Company has received a fresh certificate of incorporation dated May 21, 2024 from the Ministry of Corporate Affairs pursuant to its change of name to Sammaan Capital Limited. Further, by notification on September 19, 2007, our Company for the purposes of the SARFAESI ACT, 2005, was specified as a ‘financial institution’ the Central Government. At the time of our incorporation we were a wholly owned subsidiary of Indiabulls Financial Services Limited (“IBFSL”). Pursuant to the IBFSL-IHFL Scheme involving the reverse merger of IBFSL with our Company in terms of the provisions of Sections 391 to 394 of the Companies Act, 1956, as approved by the Hon’ble High Court of Delhi, vide its Order dated December 12, 2012, IBFSL merged with our Company. Registered Office and change in Registered Office of our Company The Registered Office of our Company was shifted from F-60, Malhotra Building, 2nd Floor, Connaught Place, New Delhi 110 001, India to M – 62 and 63, First Floor, Connaught Place, New Delhi 110 001, India with effect from October 1, 2013, which was shifted to 5th Floor, Building No. 27, KG Marg Connaught Place, New Delhi 110001, India with effect from April 30, 2022, and has been further shifted to A-34, 2nd and 3rd Floor, Lajpat Nagar-II, New Delhi 110 024, India, with effect from March 1, 2025. Corporate Office One of the corporate offices of our Company is located at One International Center, Tower 1, 18th Floor, Senapati Bapat Road, Mumbai 400 013, Maharashtra, India and another corporate office of our Company is located at 1st Floor, Tower 3A, DLF Corporate Greens, Section-74A, Gurugram, Narsinghpur, Haryana 122 004, India with effect from March 31, 2025. Main objects of our Company The main objects of our Company as contained in our Memorandum of Association are: 1. To carry on the business of housing finance in India and elsewhere. 2. To provide finance and to undertake all lending and finance to any person or persons, co-operative society, association of persons, body of individuals, companies, institutions, firms, builders, developers, contractors, tenants and other either at interest or without and/or with or without any security for construction, erection, building, repair, remodelling, development, improvement, purchase of houses, apartments, flats, bungalows, rooms, huts, townships and/or other buildings and real estate of all descriptions or convenience there on and to equip the same or part thereof with all or ant amenities or conveniences, drainage facility, electric, telephonic, television, and other installations, either in total or pert thereof and/or to purchase any free hold or lease hold lands, estate or interest in any property and to carry on the business of long term finance or otherwise finance for industrial or agricultural development, development of infrastructure facility, development of housing of India or for constructions or purchase of residential houses/residential projects in India. 1843. To build, to take on lease, purchase or acquire in any manner whatsoever any apartments, houses, flats, bungalows, townships, rooms and huts and building of all descriptions and to let or dispose of the same on any system of instalment payment basis, rent, purchase basis or by outright sale whether by private treaty or in any other mode of disposition all or any integral part thereof. 4. To carry on the business of financial advisors and consultants by themselves and / or jointly with other companies, institutions, forms, individuals, builders, developers and to manage, invest in and acquire, and hold, sell, buy or otherwise deal houses, apartments, flats, bungalows, rooms, huts, townships, real estate and buildings of all description. 5. To advance money to any person or persons, company or corporation, society or association, for long term, either at interest or without, and / or with or without any security for the purpose of enabling such borrower to construct or purchase a house or flat for residential purposes and on such terms and conditions as the Company may deem fit and also to provide long term finance to the persons, engaged in the business of constructions of houses or flats for residential purpose to be sold by them by way of hire purchases or on deferred payment or other similar basis, upon such terms and conditions, as the Company may deem fit. 6. To receive loans of every description from the public, Government agencies, financial institutions and corporate bodies. 7. To hold investments in various step-down Subsidiaries. 8. To carry on the business of making loans and advances, financing and investment advisory services, upon such terms and conditions, as the Company may deem fit. 9. (a) To engage in the business of the insurance intermediation and acting as corporate agent, composite insurance agent, insurance broker, insurance consultant etc. for the purpose of soliciting or procuring life or general insurance business for clients and insurance companies. (b) To act as a corporate insurance agent for life insurers and general insurers and procure business for them. (c) To act as agents for insurance products such as life, pension, fire, motor & other products and to carry on the business of insurance either directly or as an insurance agent, insurance broker or otherwise. Key terms of our Material Agreements Our Company has not entered into any material agreement or material contract other than in the ordinary course of business in the previous two years. Our Subsidiaries As on the date of this Draft Shelf Prospectus, our Company has the following subsidiaries*: S Name of the subsidiary Equity Registered address Activity undertaken by the No. holding (%) entity 1. Sammaan Advisory 100 UG Floor, Commercial property bearing No. BP-3, Providing financial Services Limited Main Pusa Road, Old Rajinder Nagar, Rajender consultancy and all allied (formerly known as Nagar, Central Delhi, New Delhi, Delhi 110 060, and auxiliary services. Indiabulls Advisory Delhi, India Services Limited) 2. Indiabulls Capital 100 UG Floor, Commercial property bearing No. BP-3, Providing all types and all Services Limited Main Pusa Road, Old Rajinder Nagar, Rajender kinds of advisory and Nagar, Central Delhi, New Delhi Delhi 110 060, consultancy services Delhi, India including financial consultancy services. 3. Sammaan Finserve 100 2nd Floor, Plot NO-3, Block-A, Pocket-2, Sector- Non-banking financial Limited (formerly known 17, Dwarka Residential Scheme, Dwarka, New activities without accepting as Indiabulls Delhi 110 075, Delhi, India public deposits. Commercial Credit Limited) 185S Name of the subsidiary Equity Registered address Activity undertaken by the No. holding (%) entity 4. Sammaan Sales Limited 100 UG Floor, Commercial property bearing No. BP-3, Acting as commission agent, (formerly known as Main Pusa Road, Old Rajinder Nagar, Rajender consultant and advisor in Ibulls Sales Limited) Nagar, Central Delhi, New Delhi, Delhi 110 060, trading and financial services Delhi, India and providing related auxiliary services. 5. Sammaan Insurance 100 UG Floor, Commercial property bearing No. BP-3, In the business of life and Advisors Limited Main Pusa Road, Old Rajinder Nagar, Rajender general insurance and (formerly known as Nagar, Central Delhi, New Delhi, Delhi 110 060, providing business process Indiabulls Insurance Delhi, India outsourcing in relation. Advisors Limited) 6. Sammaan Investmart 100 UG Floor, Commercial property bearing No. BP-3, Consultancy relating to Services Limited Main Pusa Road, Old Rajinder Nagar, Rajender financial services and (formerly known as Nagar, Central Delhi, New Delhi, Delhi 110 060, securities, etc. Nilgiri Investmart Delhi, India Services Limited) 7. Sammaan Collection 100 UG Floor, Commercial property bearing No. BP-3, Debt collection and acting as Agency Limited Main Pusa Road, Old Rajinder Nagar, Rajender recovery agents in inclusion (formerly known as Nagar, Central Delhi, New Delhi, Delhi 110 060, to handling customer support Indiabulls Collection Delhi, India services. Agency Limited) 8. Indiabulls Asset Holding 100 UG Floor, Commercial property bearing No. BP-3, Settlor of Trust(s) and to Company Limited Main Pusa Road, Old Rajinder Nagar, Rajender carry out all allied activities Nagar, Central Delhi, New Delhi, Delhi 110 060, in this regard. Delhi, India 9. Sammaan Asset 100 1st Floor, Tower 3A, at DLF Corporate Greens, AIF and PMS. Management Limited Sector-74A, Narsinghpur, Gurgaon, Narsinghpur (formerly known as 122 004, Haryana, India, Indiabulls Investment Management Limited) * Subsidiaries of our Company as of the date of this Draft Shelf Prospectus, is in accordance with the Companies Act, 2013, as amended from time to time, and does not include Pragati Employees Welfare Trust, being in the nature of trust, and our Company, along with its subsidiaries, does not have any equity interest therein. For the purpose of Audited Consolidated Financial Statement, the Subsidiaries would mean subsidiaries as at and during the relevant fiscal year or period, along with Pragati Employee Welfare Trust. Associate company(ies) As on the date of this Draft Shelf Prospectus, our Company does not have any associate company. Joint venture(s) and memorandum of understanding(s) (MoU) As on the date of this Draft Shelf Prospectus, our Company does not have any joint ventures and MoUs. 186OUR MANAGEMENT Board of Directors The general supervision, direction and management of our Company, its operations and business are vested in the Board, which exercises its power subject to the Memorandum and Articles of Association of our Company and the requirements of the applicable laws. The composition of the Board is in conformity with Section 149 of the Companies Act, 2013 and is governed by the Articles of Association of our Company, the RBI Master Directions and the SEBI Listing Regulations. The Articles of Association of our Company provide that the number of directors shall not be less than three and not more than 15. At present, our Company has seven Directors on its Board, one of whom is a Managing Director, one is a Whole-time Director, one is a Nominee Director and four are Independent Directors. Pursuant to the provisions of the Companies Act, at least two-third of the total number of Directors, excluding Independent Directors, are liable to retire by rotation, with one-third of such number retiring at each AGM. Additionally, in accordance with the Articles of Association of our Company, if the number of Directors retiring is not three or a multiple of three, then the nearest number to one-third are liable to retire by rotation. A retiring Director is eligible for reappointment. Further, as per the provisions of Companies Act, an Independent Director may be appointed for a maximum of two consecutive terms of up to five consecutive years each. However, the reappointment of an Independent Directors for a second consecutive term shall, amongst other things, be on the basis of the performance evaluation report and approved by the Shareholders by way of a special resolution. The following table sets forth details regarding the Board as on the date of this Draft Shelf Prospectus: Name, Designation and DIN Age Address Date of Details of other directorships Appointment Subhash Sheoratan Mundra 71 years Flat 1902, ‘B’ Wing, August 12, 2020 Indian Companies: Indiabulls Blu Ganpat Rao Designation: Non-Executive Kadam Marg, Lower Parel, • Airtel Payments Bank Limited Chairman, Independent Director Mumbai – 400 013, • DSP Asset Managers Private Limited Maharashtra, India • Havells India Limited DIN: 00979731 • Yashraj Biotechnology Limited • Payu Payments Private Limited Foreign Companies: Nil Gagan Banga 50 years D-3201, 3202, Floor-29, March 19, 2013 Indian Companies: Plot-131/132, Indiabulls as Managing Designation: Managing Blu, Tower- D, Ganpatrao Diretcor and • GSB Advisory Services Private Director & CEO Kadam Marg, Opposite to CEO Limited Shree Ram Mills Mumbai Date of Re- DIN: 00010894 400 018, Maharashtra appointments: Foreign Companies: March 19, 2018 and March 19, Nil 2023 Rajiv Gupta 61 years 308, Altamonte Tower A July 28, 2023 Indian Companies: CHS LTD. Designation: Nominee Director Western Express Highway, Nil Malad (E) DIN: 08532421 Mumbai- 400 097 Foreign Companies: Nil Sachin Chaudhary 51 years Flat No. 702, 7th Floor, October 21, Indian Companies: Tower – Basil, 2016 Designation: Whole-time The Verandas, Sector – 54, • Indiabulls Capital Services Limited Director, Chief Operating Gurugram – 122 001, Date of Re- • Sammaan Investmart Services Officer Haryana, India appointment: Limited (formerly known as Nilgiri October 21, Investmart Services Limited) DIN: 02016992 2021 Foreign Companies: Nil 187Name, Designation and DIN Age Address Date of Details of other directorships Appointment Achuthan Siddharth 72 years Flat no. 5203, Island City July 3, 2020 Indian Companies: Centre, Two ICC, G D Designation: Independent Ambedkar Marg, Dadar Date of Re- • Reliance Industrial Infrastructure Director East, Mumbai – 400 014, appointment: Limited Maharashtra, India July 3, 2023 • Alok Industries Limited DIN: 00016278 • Reliance Ethane Pipeline Limited • Strand Life Sciences Private Limited • Sintex Industries Limited • Jio Payments Bank Limited • JM Financial Asset Management Limited • JM Financial Products Limited • DEN Networks Limited Foreign Companies: Nil Dinabandhu Mohapatra 66 years Flat No. 605, 6th floor, November 23, Indian Companies: Tower 12 2020 Designation: Independent Tata Ariyan Kalinga Nagar • Regaal Resources Limited Director Bhubaneswar, Khorda Date of Re- • Sammaan Finserve Limited (formerly Odisha 751 003 appointment: known as Indiabulls Commercial DIN: 07488705 November 23, Credit Limited) 2023 Foreign Companies: Nil Shefali Shah 65 years D-I/33 Rabindra Nagar, November 14, Indian Companies: Delhi-110 003 2023 Designation: Independent • Go Digit Life Insurance Limited Director • TP Central Odisha Distribution Limited DIN: 09731801 • TP Northern Odisha Distribution Limited • Raigad Pen Growth Centre Limited • Tata Power Delhi Distribution Limited Foreign Companies: Nil Brief biographies of our Directors Subhash Sheoratan Mundra is the Non-Executive Chairman and Independent Director of our Company. He was appointed as the Non-Executive Chairman on August 12, 2020. Mundra, a post-graduate from University of Poona, is a Fellow Member of Indian Institute of Banking & Finance (FIIB). Amity University has conferred the Degree of Doctor of Philosophy (D.Phil), Honoris Causa, upon Mundra, in recognition of his services in the field of banking and related areas. He is a seasoned and accomplished banker with distinguished career spanning over four decades, during which he has held a wide range of responsibilities in commercial banks at senior leadership roles, culminating in his appointment in July 2014 as the Deputy Governor of the RBI. At the RBI, he was responsible for banking supervision, currency management, financial stability, rural credit and customer service. After serving for three years as the Deputy Governor of the RBI, he retired in July 2017. He has expertise in banking, supervision, management and administrative matters. In his long banking career, he also served as the Chairman and Managing Director of Bank of Baroda from where he superannuated in July 2014 and held several important positions including that of Executive Director of Union Bank of India, Chief Executive of Bank of Baroda (European Operations) amongst others. During his term with various banks, he held several positions across functions and locations, both in India and abroad and has handled diverse portfolios, like core central banking, 188commercial banking – wholesale and retail, banking regulation and supervision, financial markets, treasury management, planning, economic research, investment banking, risk management and international banking among others. He has also served as RBI’s nominee on the Financial Stability Board (G20 Forum) and its various committees. He was also the vice-chairman of OECD’s International Network on Financial Education (INFE). He has also been closely associated with various institutes/ organizations like Governing Council of National Institute of Bank Management (NIBM), Governing Council Centre for Advanced Financial Research & Learning (CAFRAL), Governing Council Indian Institute of Banking and Finance (IIBF). Prior to joining the RBI, he also served on Boards of several companies like the Clearing Corporation of India Limited (CCIL), Central Depository Services (India) Limited (CDSL), BOB Asset Management Company Limited, India Infrastructure Finance Corporation (UK) Limited (IIFCL), IndiaFirst Life Insurance Company Limited, Star Union Dai- Ichi Life Insurance Company Limited, National Payments Corporation of India Limited, etc. The experience gained in guiding these entities has bestowed him with wide leadership skills and keen insights in best practices in corporate governance. Gagan Banga is the Managing Director & CEO of our Company. He holds a post-graduate diploma in management from Goa Institute of Management. He has over 20 years of experience in the business of NBFCs and HFCs, and, prior to joining our Company, he was an executive director on the board of directors of IBFSL. Sachin Chaudhary is the Whole-time Director and Chief Operating Officer of our Company. He holds a post graduate diploma in business management from the Centre for Management Development. He has done an executive program in management from Columbia Business School. He has been associated with our Company since 2006. He has over 16 years of experience in the finance sector and has previously worked with GE Countrywide Consumer Financial Services Limited. Rajiv Gupta is the Nominee Director of the Company. He has completed a course in IT project management from Asian Institute of Management in Makati City, Philippines. He has also participated in the Leadership Development Programme organised by the Indian School of Business. Achuthan Siddharth is an Independent Director of our Company. He holds a bachelor’s degree in commerce and law from the University of Bombay. He is a member of the Institute of Chartered Accountants of India and member of the Institute of Company Secretaries of India. He has experience in the field of audit and assurance. Previously, he was associated with Deloitte Haskins & Sells and served as partner. Dinabandhu Mohapatra is an Independent Director of our Company. He has a bachelor’s degree in law from University Law College, Vani Vihar, a masters’ degree in economics from Vani Vihar, Bhubaneswar and a certified associate of the Indian Institute of Bankers. He is a former managing director and chief executive officer of Bank of India. During his career he held various positions, including executive director of Canara Bank and chief executive officer of Hong Kong and Singapore Centres of Bank of India. He is experienced in the field of treasury operations, international banking, priority sector lending, corporate lending, marketing, recovery, human resources. He joined Bank of India as a probationary banking officer in the year 1984. During his career he has headed various branches, departments, zones and national banking groups in eastern, western, northern and southern parts of the country. As executive director of Canara Bank, he was overseeing the international operations, overseas credit, strategic planning and development (including economic intelligence and BPR), retail resources, marketing, selling & cross-selling, government business and fee income vertical, corporate credit, PAG and syndication, CDR and stressed accounts, financial management and subsidiaries. Shefali Shah is an Independent Director of our Company. She has a master’s degree in economics. She is a retired Indian Revenue Services officer and had served as an additional secretary to Ministry of Culture as well as the Department of Consumer Affairs. She has also been appointed as the chairperson of the Quality Review Board established under the Chartered Accountants Act, 1949. Relationship with other Directors None of the Directors of the Company are related to each other. Confirmations 189No Director in our Company is a Director, or is otherwise associated in any manner, with any company that appears in the list of the vanishing companies as maintained by the Ministry of Corporate Affairs, wilful defaulter list maintained by the RBI or Export Credit Guarantee Corporation of India Limited or any other regulatory or governmental authority. No Director in our Company is, or was, a director of any listed company, which has been or was delisted from any recognised stock exchange, during the term of his/her directorship in such company. None of our Directors have committed any violation of securities laws in the past and no proceedings in such regard by SEBI, RBI or NHB are pending against any of our Directors. None of our Directors is restrained or prohibited or debarred by SEBI from accessing the securities market or dealing in securities in any other manner. None of our Directors are in default of payment of interest or repayment of principal amount, in respect of debt securities issued to the public, for a period of more than six months. The permanent account number of the Directors have been submitted to the Stock Exchanges at the time of filing of this Draft Shelf Prospectus. No Director has any interest in the promotion of our Company. Compensation of our Directors Our Company pays a sitting fee of ₹ 1,00,000 per meeting to the Non-Executive Directors and Independent Directors. No sitting fee is paid for attending the committee meetings. The following table sets forth the remuneration (including sitting fees, commission and perquisites) paid by our Company to the Directors during the preceding three financial years and current Fiscal, in accordance with Ind AS 24: (₹ in crores) For the quarter Year ended March 31, Nature of transactions ended June 30, 2025 2024 2023 2025 Issue of Equity Shares Under ESOP Schemes (Based on the exercise price) -Key Managerial Personnel – Gagan Banga - - 38.53 - – Sachin Chaudhary - 6.81 11.76 - Total - 6.81 50.29 - Allotment of Fully Paid-up Equity Shares upon payment of First and Final call on Rights Shares -Key Managerial Personnel – Gagan Banga - 20.26 - - Total - 20.26 - - Issue of Equity Shares by way of Rights Issue (Based on the called-up price) – Gagan Banga - - 10.13 - Total - - 10.13 - Payment of Dividend To the Directors – Gagan Banga - 0.83 0.49 - – Sachin Chaudhary - - 0.07 - Total - 0.83 0.56 - Salary / Remuneration (Short-term employee benefits) Remuneration to Directors – Gagan Banga 2.45 17.82 16.20 10.51 – Ashwini Omprakash Kumar(1) - - - 3.59 – Sachin Chaudhary 1.52 7.50 8.96 6.61 Total 3.97 25.32 25.16 20.71 Salary / Remuneration (Post-employment benefits) – Gagan Banga 0.02 0.09 0.09 0.08 – Ashwini Omprakash Kumar(1) - - - 0.08 – Sachin Chaudhary 0.00 (0.02) 0.55 0.45 190For the quarter Year ended March 31, Nature of transactions ended June 30, 2025 2024 2023 2025 Total 0.03 0.07 0.64 0.61 Salary / Remuneration (Others) – Justice Gyan Sudha Misra(2) - - 0.05 0.60 – Subhash Sheoratan Mundra 0.01 2.09 2.12 2.10 – Satish Chand Mathur(3) - 0.08 0.37 0.35 – Achuthan Siddharth 0.01 1.34 1.12 0.85 – Dinabandhu Mohapatra 0.01 0.69 0.72 0.70 – B. C. Patnaik(4) - - 0.01 0.07 – Rajiv Gupta 0.01 0.08 0.06 - – Shefali Shah 0.01 0.34 0.32 - Total 0.05 4.62 4.77 4.67 Notes: (1) Ashwini Omprakash Kumar resigned from the directorship of our Company with effect from March 31, 2023. (2) Justice Gyan Sudha Misra (Retd.) ceased to be a Director of our Company with effect from September 28, 2023. (3) Satish Chand Mathur ceased to be a Director of our Company with effect from March 07, 2025. (4) B.C. Patnaik resigned from the Board of our Company with effect from April 29, 2023. Remuneration payable or paid to our Directors by Subsidiaries and associate company of our Company No remuneration has been paid and/or is payable to our Directors by our Subsidiaries or associate company of the Company in the current year or in the preceding three financial years. Borrowing power of our Board The Board of Directors is authorised to borrow money upon such terms and conditions as the Board may think fit and may exceed the aggregate of our paid up capital and free reserves, provided that the aggregate amount of its borrowings shall not exceed ₹ 2,00,000 crores at any time apart from the temporary loans obtained by our Company in the ordinary course of business, as per the resolution passed by our Board on August 2, 2018 and pursuant to a Shareholders’ resolution dated September 19, 2018 under Section 180(1)(c) of the Companies Act. Interest of our Directors Our Executive Directors may be deemed to be interested to the extent of remuneration paid by our Company as well as to the extent of reimbursement of expenses payable to them. Our Non-Executive Directors may be deemed to be interested to the extent of sitting fees, if any, payable to them for attending meetings of the Board or a committee thereof as well as to the extent of other reimbursement of expenses and profit linked incentives payable to them. Our Directors may also be regarded as interested to the extent of any employee stock options and/or Equity Shares held by them or their relatives and also to the extent of any dividend and other distributions payable in respect of such Equity Shares, or held by the entities in which they are associated as partners, or that may be subscribed by or allotted to the companies, firms, ventures or trusts in which they are interested as promoters, directors, partners, proprietors, members or trustees, and any dividend and other distributions payable in respect of such Equity Shares. Our Directors may be deemed to be interested in the contracts, agreements or arrangements entered into or to be entered into by our Company with any company in which they hold directorships or any partnership firm in which they are partners. Except as otherwise stated in this Draft Shelf Prospectus and statutory registers maintained by our Company in this regard, we have not entered into any contract, agreements, arrangements during the preceding two years from the date of this Draft Shelf Prospectus in which our Directors are interested directly or indirectly and no payments have been made to them in respect of these contracts, agreements, arrangements which are proposed to be made with them. None of our Directors have any interest in immovable property acquired by the Company in the preceding two years as of the date of this Draft Shelf Prospectus, or any immovable property proposed to be acquired by the Company. None of the Directors are interested in their capacity as a member of any firm or company and no sums have been paid or are proposed to be paid to any Director or to such firm or company in which he is interested, by any person, in cash or shares or otherwise, either to induce them or to help them qualify as a director or otherwise for services rendered by him or by such firm or company, in connection with the promotion or formation of the Company. 191There is no contribution being made by the Directors as part of the Issue or separately in furtherance of such objects of the Issue. Other than as disclosed in this Draft Shelf Prospectus, there are no outstanding transactions other than in the ordinary course of business undertaken by our Company, in which the Directors are interested. Further, our Company has not availed any loans from the Directors which are currently outstanding. Our Company believes that its Board is constituted in compliance with the Companies Act, 2013 and the SEBI Listing Regulations. The Board functions either as a full Board or through various committees constituted to oversee specific operational areas. Except as disclosed hereinabove and in the section titled “Risk Factors” on page 19, our Directors do not have an interest in any venture that is involved in any activities similar to those conducted by our Company. Terms of appointment and remuneration of our Executive Directors The details of remuneration and terms of appointment of Gagan Banga with effect from March 19, 2023 are as under: Particulars Remuneration(1) Salary Gross annual salary of ₹ 10.00 crores (excluding perquisites as per the Company’s policy) (2). Perquisites i. House rent allowance, subject to a ceiling of 50% of his salary. ii. Leave travel concession, subject to a ceiling of 8.3% of his salary. iii. Professional development allowance, subject to a ceiling of 10% of his salary. iv. Reimbursement of telephone expenses, subject to a ceiling of 5% of his salary. v. Car running and maintenance expenses, subject to a ceiling of 20% of his salary. vi. Uniform expenses, subject to a ceiling of 5% of his salary. vii. Other benefits subject to a ceiling of 1.6% of his salary. viii. Reimbursement of medical expenses for Gagan Banga and his family. ix. Entitlement to participate in all current and future insurance benefits of our Company. x. Reimbursement of actual expenses, including on entertainment and travel, incurred by Gagan Banga in the course of our Company’s business. xi. Reimbursement of education expenses for Gagan Banga’s children. Performance related Stock options/ SARs in terms of ESOP plans of the Company. pay/incentive Depending on the performance of the Company, the Nomination and Remuneration Committee may approve bonus up to 50% of the gross annual salary being paid. Sitting Fee Nil Notes: (1) The remuneration of Gagan Banga has been approved by the resolution of the board dated January 30, 2013 and resolution of the shareholders dated March 6, 2013 through an enabling resolution post the IBFSL-IHFL Scheme. However, he was re-appointed on the board vide resolution of the board dated March 19, 2013. Further, his reappointment as a Whole-time Director and Key Managerial Personnel, designated as Vice- Chairman, Managing Director and CEO of the Company and his remuneration, with effect from March 19, 2023 has been approved by the resolution of the board dated August 12, 2022 and resolution of the shareholders dated September 26, 2022. Pursuant to September 3, 2025, our Company has abolished the designation of “vice chairman”. (2) Pursuant to his reappointment effective from March 19, 2023, the remuneration was subject to an upward revision of up to 15%. The details of remuneration and terms of appointment of Sachin Chaudhary, with effect from October 21, 2021 are as under: Particulars Remuneration Salary ₹ 20 lakhs per month, subject to an upward revision(1) on annual basis as recommended by our Board, or a duly constituted committee. Perquisites Perquisites per annum shall be equivalent to Sachin Chaudhary’s annual salary, and include: i. rent free furnished accommodation; ii. reimbursement of gas, electricity, water charges and medical expenses for Sachin Chaudhary and his family members; iii. furnishings; iv. payment of premium on personal accident and health insurance, v. club fees; vi. and such other perquisites as may be approved by the Board of Directors or Nomination and Remuneration Committee of Directors, from time to time, subject to an overall ceiling of his annual salary. 192Particulars Remuneration vii. Other benefits and allowances which include use of car with driver, telephones for the Company’s business (expenses whereof would be borne and paid by the Company), house rent allowance or house maintenance allowance, leave travel allowance, contributions to provident fund, superannuation fund and all other benefits as are applicable to directors and/or senior employees of the Company including but not limited to gratuity, leave entitlement, encashment of leave and housing and other loan facilities as per the schemes of the Company and as approved by the Board of Directors and/or Nomination and Remuneration Committee of Directors, from time to time. Performance related Entitled to participate in any incentive/ commission/bonus compensation plan including any sweat-equity pay/ incentive plan established by our Company. Sitting Fee Nil Note: (1) Pursuant to his appointment effective from October 21, 2021, the remuneration was subject to an upward revision on 15% p.a. Details of change in directors in the preceding three financial years and current financial year The details of change in directors in the preceding three financial years and current financial year are as under Name, Designation and DIN Date of Date of Date of Remarks appointment cessation, if resignation, if applicable applicable Ashwini Omprakash Kumar March 19, 2013 - March 31, 2023 Due to his health reasons and personal commitments, he Designation: Deputy Managing relinquished the office of Deputy Director Managing Director w.e.f. December 31, 2022 and resigned DIN: 03341114 from the office of Non-Executive Non-Independent Director w.e.f. March 31, 2023 B. C. Patnaik April 26, 2022 - April 29, 2023 He has resigned from the Board of the Company, as a Nominee Designation: Nominee Director Director of Life Insurance Corporation of India (“LIC”), DIN: 08384583 subsequent upon the approval of his appointment, by the Appointments Committee of the Cabinet, to the post of Whole- Time Member (Life), IRDAI. Ajit Kumar Mittal March 19, 2013 - May 22, 2023 Resigned as Non-Executive, Non- Independent Director and Designation: Whole-time Director appointed as a ‘Strategic Advisor’ of the Company. DIN: 02698115 Rajiv Gupta July 28, 2023 - - Appointment Designation: LIC Nominee Director (Non- Executive) DIN: 08532421 Justice Gyan Sudha Mishra September 29, September 28, - Cessation of the second term of 2016 2023 five years Designation: Independent Director DIN: 07577265 Shefali Shah November 14, - - Appointment 2023 Designation Independent Director DIN: 09731801 Satish Chand Mathur March 8, 2019 March 7, 2025 Cessation of the second term of three years Designation: Independent Director DIN: 03641285 193Shareholding of our Directors, including details of qualification shares held by our Directors, as on the date of this Draft Shelf Prospectus As on the date of this Draft Shelf Prospectus, except the following, none of the Directors hold any Equity Shares, qualification shares or any outstanding options in our Company: Name of Director Designation Number of No of partly Number of Percentage fully paid-up paid-up equityS tock Optionss hareholding equity shares shares (%) Gagan Banga Managing Director and CEO 41,26,703 Nil 50,00,000 0.50 Sachin Chaudhary Whole-time Director, Chief Operating Officer Nil Nil 43,00,000 Nil Shareholding of our Directors in Subsidiaries and associate companies including details of qualification shares held by Directors as on the date of this Draft Shelf Prospectus None of the Directors hold any Equity Shares, qualification shares or any outstanding options in our Subsidiaries and associate companies, except as disclosed below: S. Name Name of the subsidiary/ joint venture Total No of Equity Shares As a % of total No. and associates number of shares 1. Gagan Banga* Sammaan Finserve Limited (formerly 15* Equity Shares of ₹ 2 each 0.00% known as Indiabulls Commercial Credit Limited) * Held as Nominee of Sammaan Capital Limited (formerly known as Indiabulls Housing Finance Limited) Holding of debentures by the Directors of the Company As on the date of this Draft Shelf Prospectus, none of our directors hold any debentures of our Company. Appointment of any relatives of Directors to an office or place of profit As on the date of this Draft Shelf Prospectus, our Company has not appointed any relative of our Directors to an office or place of profit of our Company or our Subsidiaries. Committees of Board of Directors The Board of Directors have constituted committees, in accordance with the relevant provisions of the Companies Act, the RBI Master Directions and the SEBI Listing Regulations. The following table sets forth the members of the aforesaid committees as of the date of this Draft Shelf Prospectus: Committee Members Designation Audit Committee Achuthan Siddharth (Chairman) Independent Director Dinabandhu Mohapatra Independent Director Shefali Shah Independent Director Nomination and Remuneration Dinabandhu Mohapatra (Chairman) Independent Director Committee Shefali Shah Independent Director Achuthan Siddharth Independent Director Stakeholders’ Relationship Dinabandhu Mohapatra (Chairman) Independent Director Committee Shefali Shah Independent Director Sachin Chaudhary Whole-time Director, Chief Operating Officer Risk Management Committee* Dinabandhu Mohapatra (Chairman) Independent Director Shefali Shah Independent Director Achuthan Siddharth Independent Director Corporate Social Responsibility Dinabandhu Mohapatra (Chairman) Independent Director Committee Achuthan Siddharth Independent Director Sachin Chaudhary Whole-time Director, Chief Operating Officer Asset Liability Management Sachin Chaudhary (Chairman) Whole-time Director, Chief Operating Officer Committee Ashwin Mallick Head - Treasury Ramnath Shenoy Head - Analytics Prakash Kumar Ranjan Chief Information Security Officer Ashish Heda Member IT Strategy Committee** Rajiv Gupta (Chairman) Nominee Director 194Committee Members Designation Dinabandhu Mohapatra Independent Director Achuthan Siddharth Independent Director Sachin Chaudhary Whole-time Director, Chief Operating Officer Dharmvir Kumar Singh Chief Technology Officer * Naveen Uppal, Chief Risk Officer of the Company is permanent invitee to this Committee. ** Prakash Kumar Ranjan, the Chief Information Security Officer of the Company, is permanent invitee and Mrutyunjay Mahapatra is an Advisor to the IT Strategy Committee. 1. Audit Committee The Audit Committee was last reconstituted on February 11, 2025 with effect from March 7, 2025. The terms of reference of this committee were last amended on June 29, 2021 and, inter-alia, include: a. To oversee the financial reporting process and disclosure of financial information; b. To review with management, quarterly, half yearly and annual financial statements and ensure their accuracy and correctness before submission to the Board; c. To review with management and internal auditors, the adequacy of internal control systems, approving the internal audit plans/ reports and reviewing the efficacy of their function, discussion and review of periodic audit reports including findings of internal investigations; d. To recommend the appointment of the internal and statutory auditors and their remuneration; e. To review and approve required provisions to be maintained as per IRAC norms and write off decisions; f. To hold discussions with the Statutory and Internal Auditors; g. Review and monitoring of the auditor’s independence and performance, and effectiveness of audit process; h. Examination of the auditors’ report on financial statements of the Company (in addition to the financial statements) before submission to the Board; i. Approval or any subsequent modification of transactions of the Company with related parties; j. Scrutiny of inter-corporate loans and investments; k. Review of Credit Concurrent Audit Report/ Concurrent Audit Report of Treasury; l. Valuation of undertakings or assets of the Company, wherever it is necessary; m. Monitoring the end use of funds raised through public offers and related matters as and when such funds are raised and also reviewing with the management the utilisation of the funds so raised, for purposes other than those stated in the relevant offer document, if any and making appropriate recommendations to the Board in this regard; n. Evaluation of the risk management systems (in addition to the internal control systems); o. Review and monitoring of the performance of the statutory auditors and effectiveness of the audit process; p. To hold post audit discussions with the auditors to ascertain any area of concern; q. To review the functioning of the whistle blower mechanism; r. Approval to the appointment of the CFO after assessing the qualifications, experience and background etc. of the candidate; s. Approval of Bad Debt Write Off in terms of the Policy; t. Review of information system audit of the internal systems and processes to assess the operational risks faced by the Company and also ensures that the information system audit of internal systems and processes is conducted periodically; and u. Reviewing the utilisation of loans and/or advances and/or investment by the Company to its subsidiary companies, exceeding rupees 100 crores or 10% of the assets side of the respective subsidiary companies, whichever is lower, including existing loans / advances / investment existing as on April 1, 2019. 2. Nomination and Remuneration Committee The Nomination and Remuneration Committee was last reconstituted on February 11, 2025 with effect from March 7, 2025. The terms of reference of this committee were last amended on June 29, 2021 and, inter-alia, include: a. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees; b. Formulation of criteria for evaluation of performance of Independent Directors and the board of directors; c. Devising a policy on diversity of board of directors; d. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal; 195e. Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors; f. To ensure ‘fit and proper’ status of proposed/ existing directors; g. To recommend to the Board all remuneration, in whatever form, payable to Directors, KMPs and senior management; h. Framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in India or overseas, including: • The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; or • The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003; and i. Perform such functions as are required to be performed by the Nomination & Remuneration Committee under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. 3. Stakeholders’ Relationship Committee The Stakeholders’ Relationship Committee was last reconstituted on February 11, 2025 with effect from March 7, 2025. The terms of reference of this committee were last amended on April 24, 2019, and, inter-alia, include: a. to approve requests for share transfers and transmissions b. to approve the requests pertaining to remat of shares/sub-division/consolidation/issue of renewed and duplicate share certificates etc; and c. to oversee all matters encompassing the shareholders’ / investors’ related issues. d. Resolving the grievances of the security holders of the Company, including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc. e. Review of measures taken for effective exercise of voting rights by shareholders. f. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent. g. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company. 4. Risk Management Committee The Risk Management Committee was last reconstituted on February 11, 2025 with effect from March 7, 2025. The terms of reference of this committee were last amended on June 29, 2021 and, inter-alia, include: a. Approve the Credit/Operation Policy and its review/modification from time to time; b. Review of applicable regulatory requirements; c. Approve all the functional policies of the Company; d. Place appropriate mechanism in the system to cater Fraud while dealing with customers/approval of loans etc; e. Review of profile of the high loan Customers and periodical review of the same; f. Review of Branch Audit Report; g. Review Compliances of lapses; h. Review of implementation of FPCs, KYC and PMLA guidelines; i. Define loan sanctioning authorities, including process of vetting by credit committee, for various types/values of loans as specified in Credit Policy approved by the Board; j. Review the SARFAESI cases; k. Recommend Bad Debt Write Off in terms of the Policy, for approval to Audit Committee; l. Ensure appropriate mechanisms to detect customer fraud and cyber security during the loan approval process etc.; and m. Any other matter involving Risk to the asset/business of the Company. 5. Corporate Social Responsibility Committee The Corporate Social Responsibility Committee was last reconstituted on February 11, 2025 with effect from March 7, 2025. The terms of reference of this committee were last amended on April 25, 2016 and, inter-alia, include: a. To recommend to the Board, the CSR activity to be undertaken by the Company; b. To approve the expenditure to be incurred on the CSR activity; 196c. To oversee and review the effective implementation of the CSR activity; and d. To ensure compliance of all related applicable regulatory requirements. 6. Asset Liability Management Committee The Asset Liability Management Committee was last reconstituted on December 4, 2024 with immediate effect. The terms of reference of this committee were last amended on April 25, 2016 and inter alia include: a. Review of Assets and Liabilities position of the Company and Liquidity risk Management and give directions to Finance/Treasury Team in the event of ALM mismatches beyond permissible limit as set out by the Committee; b. Management of Interest Risk and product pricing, launching of new products; c. Periodical review of PLR and recommend for change for the benchmark rate of the Company; d. Approval of Inter corporate loans to subsidiaries/ associate companies; e. The ALCO will measure the future cash flow as per maturity profile as per given matrix in the NHB guidelines as fix up tolerance level in different time buckets as prescribed in the guidelines; f. Analysing various risks like liquidity risk, interest rate risk, investment risk and business risks; g. Assessment of opportunity cost and maintenance of liquidity; h. Evaluate market risk involved in launching of new products; i. Decide the transfer pricing policy of the company; and j. Approval of the business plan, targets and their regular reviews. 7. IT Strategy Committee The IT Strategy Committee was last reconstituted on July 1, 2025, with effect from July 2, 2025. The terms of reference of this committee were last amended on March 24, 2024 and, inter alia, include: a. REs shall establish a Board-level IT Strategy Committee (the “ITSC”). b. While constituting the ITSC, REs shall ensure: (i) Minimum of three directors as members; (ii) The chairperson of the ITSC shall be an independent director and have substantial IT expertise in managing/ guiding information technology initiatives; and (iii) Members are technically competent. c. The ITSC shall meet at least on a quarterly basis. d. The ITSC shall: (i) Ensure that the RE has put an effective IT strategic planning process in place. (ii) Guide in preparation of IT strategy and ensure that the IT strategy aligns with the overall strategy of the RE towards accomplishment of its business objectives. (iii) Satisfy itself that the IT governance and information security governance structure fosters accountability, is effective and efficient, and has adequate skilled resources, well defined objectives and unambiguous responsibilities for each level in the organization. (iv) Ensure that the RE has put in place processes for assessing and managing IT and cybersecurity risks. (v) Ensure that the budgetary allocations for the IT function (including for IT security), cyber security are commensurate with the RE’s IT maturity, digital depth, threat environment and industry standards and are utilised in a manner intended for meeting the stated objectives; and (vi) Review, at least on annual basis, the adequacy and effectiveness of the business continuity planning and disaster recovery management of the RE. Additionally, our Company has constituted various operational committees of its Board, such as the Management Committee, Securities Issuance and Investment Committee, Customer Services Committee, Internal Complaint Committee, Identification Committee, ESG Committee, Review Committee, Committee for Restructuring, Re- schedulement, and Monitoring of Asset Quality, NPA and Write-off, Independent Director Committee, Credit Committee, Special Committee of the Board for Monitoring and Follow-Up of Cases of Frauds, Data Protection Committee Selection Committee, Regulatory Measures Oversight Committee , IT Steering Committee, and Information Security Committee. Key Managerial Personnel of our Company For details of our Managing Director and our Whole-time Director, see “Our Management - Brief Biographies of our Directors” on page 188. 197The details of our Key Managerial Personnel, other than the Managing Director and Whole-time Directors, as on the date of this Draft Shelf Prospectus, are set out below: Mukesh Kumar Garg, aged 57 years, is the Chief Financial Officer of our Company. He is responsible for framing of financial policies and managing the financial affairs of our Company. He is a qualified chartered accountant a member of the Institute of Chartered Accountant of India. He has over 16 years of experience in accounting and finance. Amit Kumar Jain, aged 45 years, is the Company Secretary and Compliance Officer of our Company. He is responsible for the secretarial and compliance related functioning in our Company. He is a qualified company secretary and a member of the Institute of Company Secretaries of India. He has been associated with the Sammaan group of companies for almost 20 years and has experience in secretarial and compliance related matters. Interest of our Key Managerial Personnel Except to the extent of remuneration or benefits to which they are entitled to as per their terms of appointment, reimbursement of expenses incurred by them during the ordinary course of business and shareholding in the Company, as applicable, the Key Managerial Personnel of the Company do not have any interest in the Company. Shareholding of our Key Managerial Personnel Certain of our Key Managerial Personnel may also be regarded as interested in our Company to the extent of any Equity Shares held by them and also to the extent of any dividend payable to them and other distributions in respect of such holding. Except as disclosed under “– Shareholding of our Directors, including details of qualification shares held by our Directors, as on the date of this Draft Shelf Prospectus” on page 194, none of our Key Managerial Personnel hold any Equity Shares as on the date of this Draft Shelf Prospectus: Relationship with other Key Managerial Personnel None of our Key Managerial Personnel are related to each other. Senior Management Personnel For details of the Company Secretary and Compliance Officer and Chief Financial Officer of the Company, see “– Key Managerial Personnel of our Company” on page 197. The details of our Senior Management Personnel, other than our Company Secretary and Compliance Officer and our Chief Financial Officer, as on the date of this Draft Shelf Prospectus, are set out below: S. No. Name Designation 1. Amit Prabhakar Chaudhari Head, Credit (Wholesale) 2. Ashwin Mallick Head - Treasury 3. Mukesh Chaliha Head Operations 4. Naveen Uppal Chief Risk Officer 5. Niharika Bhardwaj Chief People Officer 6. Nikhil Gupta Internal Auditor 7. Nitin Arora Head – Contact Centre 8. Prakash Kumar Ranjan Chief Information Security Officer 9. Ramnath Shenoy Head - Analytics 10. Salesh K Yadav Chief Collection Officer 11. Somil Rastogi Chief Compliance Officer 12. Sunil Kumar Gupta Chief Sales Officer 13. Dharmvir Kumar Singh Chief Technology Officer 14. Himanshu Mody Deputy CEO Interest of the Senior Management Personnel 198Except to the extent of remuneration or benefits to which they are entitled to as per their terms of appointment, reimbursement of expenses incurred by them during the ordinary course of business and shareholding in the Company, as included below, the Senior Management Personnel of the Company do not have any interest in the Company. Shareholding of Senior Management Personnel Certain of our Senior Management Personnel may also be regarded as interested in our Company to the extent of the Equity Shares, if any, held by them and also to the extent of any dividend payable to them and other distributions in respect of such holding. Other than as stated below, none of our Senior Management Personnel hold any Equity Shares as on the date of this Draft Shelf Prospectus: Name Number of fully paid-up Shares Number of partly paid-up Equity Shares before the trade Amit Prabhakar Chaudhari Nil Nil Ashwin Mallick 6,629 Nil Mukesh Chaliha Nil Nil Naveen Uppal 678 Nil Niharika Bhardwaj 50 Nil Nikhil Gupta Nil Nil Nitin Arora Nil Nil Prakash Kumar Ranjan Nil Nil Ramnath Shenoy Nil Nil Salesh K Yadav 25,879 Nil Somil Rastogi Nil Nil Sunil Kumar Gupta Nil Nil Dharmvir Kumar Singh Nil Nil Himanshu Mody Nil Nil Total 33,236 Nil Relationship with other Senior Management Personnel None of our Senior Management Personnel are related to each other. Corporate governance Our Board of Directors presently consists of seven Directors. In compliance with the requirements of the SEBI Listing Regulations, our Board of Directors has four Independent Directors. Our Company is in compliance with the corporate governance requirements including the constitution of our Board and committees thereof, as prescribed under the SEBI Listing Regulations and the requirements under the RBI Master Directions. Policy on disclosures and internal procedure for prevention of insider trading Our Company has adopted a code of conduct for prevention of insider trading (“Insider Code”) with a view to regulate trading in securities by the directors and employees of our Company. The Insider Code requires pre-clearance for dealing in our Company’s shares and prohibits the purchase or sale of our Company’s shares by the directors and employees while in possession of unpublished price sensitive information in relation to our Company or its securities. Our Company has appointed the Company Secretary as the Compliance Officer to ensure compliance of the Insider Code by all the directors and employees likely to have access to unpublished price sensitive information. Other confirmations None of the Directors or Key Managerial Personnel or Senior Management Personnel of our Company has any financial or other material interest in the Issue, and consequently, there is no effect of such interest in so far as it is different from the interests of other persons. Our Directors do not propose to subscribe to the Issue. All our Key Managerial Personnel and Senior Management Personnel are permanent employees of our Company. 199Except as may be disclosed in this chapter, our Company does not have any bonus or profit-sharing plan with its Directors. None of the Directors or the companies with which they are or were associated as promoter or director, are debarred from accessing the capital markets under any order or direction passed by SEBI or any other governmental or regulatory or judicial authority. Neither our Company, nor a person in control have been debarred from accessing capital markets under any order or direction passed by SEBI or any other governmental or regulatory or judicial authority. Neither our Company nor our Directors have been declared as a Wilful Defaulter(s) at the time of filing this Draft Shelf Prospectus. None of our Directors have been declared as a Fugitive Economic Offender. Related party transactions For details of the related party transactions for the Fiscals 2023, 2024 and 2025 in accordance with the requirements under Ind AS 24 “Related Party Disclosures” notified under Section 133 of the Companies Act read with the Companies (Indian Accounting Standards) Rules 2015, as amended from time to time, see “Related Party Transactions” on page 205. Payment of benefits and profit-share to our employees Nil Employee stock option schemes Our Company has six stock option plans, namely, IHFL-IBFSL Employee Stock Option Plan - 2008, the Indiabulls Housing Finance Limited Employee Stock Option Scheme - 2013, the Indiabulls Housing Finance Limited Employee Stock Benefit Scheme – 2019, the Indiabulls Housing Finance Limited - Employee Stock Benefit Scheme - 2021 the Indiabulls Housing Finance Limited - Employee Stock Benefit Scheme - 2023 and Sammaan Capital Limited Employee Stock Benefit Scheme – 2024 (collectively, the “SCL Stock Option Schemes”). The IHFL-IBFSL Employee Stock Option Plan - 2008 were originally stock option schemes instituted by IBFSL (collectively, the “IBFSL Stock Option Schemes”) and entitled their holders to equity shares in IBFSL. Upon the IBFSL-IHFL Scheme coming into effect, in accordance with the terms and conditions of the IBFSL-IHFL Scheme, an equivalent number of stock options entitling the holders thereof to Shares in our Company was granted to the erstwhile holders of stock options under the IBFSL Stock Option Schemes. The Indiabulls Housing Finance Limited Employee Stock Option Scheme 2013 was approved by our Company’s shareholders in their meeting on March 6, 2013. Our Company has settled a trust in the name of “Pragati Employee Welfare Trust” for administering the Indiabulls Housing Finance Limited Employee Stock Benefit Scheme 2019. IHFL-IBFSL Employee Stock Option Plan - 2008 (“2008 Scheme”) To motivate its employees, IBFSL had introduced an employee stock option scheme namely, IBFSL Employees Stock Option Plan – 2008 dated 8 December 2008 (“2008 Plan”) to grant its employees 75,00,000 options, entitling the option holders to purchase an equivalent number of equity shares of IBFSL of face value ₹2 each as per exercise price as stated in the 2008 Plan. The vesting of stock options granted thereunder commenced from December 8, 2009. As on March 8, 2013 (effective date of the IBFSL-IHFL Scheme) out of 75,00,000 options, 21,74,317 options had been exercised. Out of the balance options granted, an aggregate of 18,59,489 options lapsed and a balance of 34,66,194 were outstanding as on March 8, 2013. Accordingly, our Company has created the 2008 Scheme effective from July 1, 2013 for administering 34,66,194 options (on the same terms and conditions, on which options were granted under the 2008 Plan). The purpose of the 2008 Scheme is to provide benefit to the employees eligible under the 2008 plan and to retain and utilise their talent, by providing the employee added incentives for high levels of performance and strengthen interdependence between individual and organisation prosperity. The approval for the 2008 Scheme was granted by the shareholders of our Company by way of a resolution dated July 1, 2013. The maximum aggregate number of Shares in respect of which the options may be granted under the 2008 Scheme is 34,66,194 Shares. The details with respect to the 2008 Scheme are set forth below as on the date of this Draft Shelf Prospectus: 200Total no. of Options 34,66,194 Options Granted 34,66,194 Options Vested 34,66,194 Options Exercised 28,77,280 Options cancelled / lapsed / forfeited 5,88,034 Total options outstanding 880 Indiabulls Housing Finance Limited Employee Stock Option Scheme - 2013 The Indiabulls Housing Finance Limited Employee Stock Option Scheme - 2013 (“2013 Scheme”) effective from March 6, 2013, had been formulated pursuant to a board resolution dated January 30, 2013 and a shareholders’ resolution dated March 6, 2013 to grant up to 3,90,00,000 stock options (exercisable into not more than 3,90,00,000 Shares) by the erstwhile compensation committee of the Board. The purpose of 2013 Scheme is to reward and motivate employees and attract and retain the best talent by providing them an additional incentive in the form of stock options to acquire a certain number of equity shares of our Company at a future date. The 2013 Scheme is aimed at further motivating the employees and thereby increasing the profitability of our Company. The Board constituted Nomination and Remuneration Committee of the Company (“NRC”), at its meeting held on April 26, 2022, granted, under the 2013 Scheme, 1.08 crore stock options representing an equal number of equity shares of face value of ₹ 2 each in the Company, at an exercise price of ₹ 152.85. The stock options so granted have been vested on April 27, 2023. The options vested under each of the slabs, can be exercised within a period of five years from the relevant vesting date. The Board constituted NRC, at its meeting held on July 19, 2022, granted, under 2013 Scheme, 1.55 crore stock options representing an equal number of equity shares of face value of ₹ 2 each in the Company, at an exercise price of ₹ 96. The stock options so granted have been vested on July 20, 2023. The options vested, can be exercised within a period of five years from the vesting date. The Board constituted NRC, at its meeting held on October 13, 2022, under the 2013 Scheme, granted 0.64 crore stock options representing an equal number of equity shares of face value of ₹ 2 each in the Company, at an exercise price of ₹ 130. The stock options so granted have been vested on October 14, 2023. The options vested, can be exercised within a period of five years from the vesting date. The details with respect to the 2013 Scheme are set forth below as on the date of this Draft Shelf Prospectus: Total no. of Options 3,90,00,000 Options Granted 3,90,00,000 Options Vested 3,90,00,000 Options Exercised 3,30,93,251 Options cancelled / lapsed / forfeited Nil Total options outstanding 59,06,749 Indiabulls Housing Finance Limited Employee Stock Benefit Scheme - 2019 (“2019 Scheme”) The 2019 Scheme has been adopted and approved pursuant to a resolution of the Board on November 6, 2019 and a special resolution of the shareholders of our Company passed through postal ballot on December 23, 2019, result of which were declared on December 24, 2019. The purpose of this 2019 Scheme is to attract, reward and motivate the employees for their high level of individual performance and for their unusual efforts to improve the financial performance of our Company and to attract and retain the best talent by providing them an additional incentive in the form of employee stock options and/or fully paid-up Shares and/or stock appreciation rights. The 2019 Scheme is being implemented by the Trust under the broad policy and framework laid down by our Company. In terms of the 2019 Scheme our Company is authorised to issue Shares to the Trust and/or the Trust is required to purchase the Shares by way of secondary market acquisition in such a manner that the total number of Shares issued and/or transferred to the Trust shall not exceed 1,70,00,000 Shares. The 2019 Scheme shall continue in effect unless terminated by our Company. In line with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulation, 2014, as amended (the “SBEB Regulations”) the Company has set up a registered employee’s welfare trust titled “Pragati Employee Welfare Trust (formerly Indiabulls Housing Finance Limited-Employees Welfare Trust)” (the “Trust”) to efficiently manage the 2019 Scheme and to acquire, purchase, hold and deal in fully paid-up equity shares of the Company from the secondary market, for the purpose of administration and implementation of the 2019 Scheme, as may be permissible 201under the SBEB Regulations. Since shares granted under the 2019 Scheme, on account of exercise of options, will be out of those purchased by the Trust from the secondary market, there will be no dilution in shareholding. In Fiscal 2021, 1,70,00,000 Equity Shares held by the Trust have been appropriated for the implementation and management of the 2019 Scheme, towards grant of Share Appreciations Rights (SARs) to the employees of the Company and its subsidiaries as permitted pursuant to and in compliance with the SBEB Regulations. The details with respect to the 2019 Scheme are set forth below as on the date of this Draft Shelf Prospectus: Total no. of Options 1,70,00,000 Options Granted 1,70,00,000 Options Vested 1,70,00,000 Options Exercised Nil Options cancelled / lapsed / forfeited 1,70,00,000 Total options outstanding Nil Indiabulls Housing Finance Limited - Employee Stock Benefit Scheme - 2021 (“2021 Scheme”) The 2021 Scheme has been adopted and approved pursuant to a resolution of the Board on June 29, 2021 and a special resolution of the shareholders of our Company passed at the 16th Annual General Meeting held on July 29, 2021. The purpose of the 2021 Scheme is to attract, reward and motivate the employees for their high level of individual performance and for their unusual efforts to improve the financial performance of our Company and to attract and retain the best talent by providing them an additional incentive in the form of employee stock options and/or fully paid-up Shares and/or stock appreciation rights. The 2021 Scheme is being implemented by the Trust under the broad policy and framework laid down by our Company. In terms of the 2021 Scheme our Company is authorised to issue Shares to the Trust and/or the Trust is required to purchase the Shares by way of secondary market acquisition in such a manner that the total number of Shares issued and/or transferred to the Trust shall not exceed 92,45,000 Shares. The 2021 Scheme shall continue in effect unless terminated by our Company. The details with respect to the 2021 Scheme are set forth below as on the date of this Draft Shelf Prospectus: Total no. of Options 92,45,000 Options Granted Nil Options Vested Nil Options Exercised Nil Options cancelled / lapsed / forfeited Nil Total options outstanding 92,45,000 The Indiabulls Housing Finance Limited - Employee Stock Benefit Scheme – 2023 (“2023 Scheme”) The Indiabulls Housing Finance Limited - Employee Stock Benefit Scheme – 2023, effective from September 25, 2023, had been formulated pursuant to a board resolution dated July 28, 2023 and a shareholders’ resolution dated September 25, 2023 to grant up to 2,00,00,000 stock options (exercisable into not more than 2,00,00,000 Shares) by the Nomination and Remuneration Committee of the Board. The purpose of the 2023 Scheme is to attract, retain and motivate the key employees by providing them an additional incentive in the form of stock options to acquire a certain number of equity shares of our Company at a future date. The 2023 Scheme is aimed at incentivizing the employees who through their skills and performance have played a vital role in the success of the Company and thereby ensuring the future growth of our Company. The details with respect to the 2023 Scheme are set forth below as on the date of this Draft Shelf Prospectus: Total no. of Options 2,00,00,000 Options Granted 2,00,00,000 Options Vested 1,00,00,000 Options Exercised Nil Options cancelled / lapsed / forfeited Nil Total options outstanding 2,00,00,000 The Sammaan Capital Limited Employee Stock Benefit Scheme – 2024 (“2024 Scheme”) 202The Sammaan Capital Limited Employee Stock Benefit Scheme – 2024, effective from September 27, 2024, had been formulated pursuant to a board resolution dated August 29, 2024 and a shareholders’ resolution dated September 27, 2024 to grant up to 5,00,00,000 stock options (exercisable into not more than 5,00,00,000 Shares) by the Nomination and Remuneration Committee of the Board. The purpose of the 2024 Scheme is to attract, retain and motivate the key employees by providing them an additional incentive in the form of stock options to acquire a certain number of equity shares of our Company at a future date. The 2024 Scheme is aimed at incentivizing the employees who through their skills and performance have played a vital role in the success of the Company and thereby ensuring the future growth of our Company. The details with respect to the 2024 Scheme are set forth below as on the date of this Draft Shelf Prospectus: Total no. of Options 5,00,00,000 Options Granted 5,00,00,000 Options Vested Nil Options Exercised Nil Options cancelled / lapsed / forfeited Nil Total options outstanding 5,00,00,000 203OUR PROMOTER Our Company is a professionally managed company and does not have an identifiable promoter. 204RELATED PARTY TRANSACTIONS For details of the related party transactions for Fiscals 2025, 2024 and 2023 in accordance with the requirements under Ind AS 24 “Related Party Disclosures” notified under Section 133 of the Companies Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, see “Financial Information” on page 225. For further details, please “Risk Factor – We have entered into a number of related party transactions and may continue to enter into related party transactions, which may involve conflicts of interest” on page 51. Related party transactions entered during the current year and preceding three financial years with regard to loans made or, guarantees given or securities provided: 205(₹ in crore) Name of the related party Loans made Guarantees given Securities provided As of FY 2024- FY 2023- FY 2022- As of FY FY FY As of FY FY FY June 25 24 23 June 2024- 2023- 2022- June 2024- 2023- 2022- 30, 2025 30, 25 24 23 30, 25 24 23 2025 2025 Secured Loans Given* Subsidiaries Sammaan Finserve Limited (formerly known as Indiabulls - 2,755.00 2,360.00 3,240.00 - - - - - - - - Commercial Credit Limited)** Unsecured Loans Given* Subsidiaries Pragati Employee Welfare Trust 140.00 140.00 67.30 67.30 - - - - - - - - Secured Loan taken Sammaan Finserve Limited (formerly known as Indiabulls 1,855.00 2,272.00 - - - - - - - - - - Commercial Credit Limited) Unsecured Loans Taken* Subsidiaries Sammaan Advisory Services Limited (formerly known as 8.00 8.00 7.90 7.90 - - - - - - - - Indiabulls Advisory Services Limited) Indiabulls Asset Management Company Limited - - 30.00 23.00 - - - - - - - - Sammaan Collection Agency Limited (formerly known as 43.00 43.00 42.58 42.30 - - - - - - - - Indiabulls Collection Agency Limited) Sammaan Investmart Services Limited (formerly known as 23.25 23.25 23.14 23.05 - - - - - - - - Nilgiri Investmart Services Limited) Sammaan Sales Limited (formerly known as Ibulls Sales 9.75 9.75 9.66 9.60 - - - - - - - - Limited) Sammaan Asset Management Limited (formerly known as - 123.50 123.25 - - - - - - - - - Indiabulls Investment Management Limited) Corporate counter guarantees given to third parties for Subsidiaries Sammaan Finserve Limited (formerly known as Indiabulls - - - - - - - - - - - - Commercial Credit Limited) * Represents maximum balance of loan outstanding during the year. 206Related party transactions entered during the current year, till June 30, 2025 with regard to loans made or, guarantees given or securities provided, on standalone basis: (₹ in crore) Name of the Related Party As on June 30, 2025 Loans made Guarantees given Securities provided Secured Loan taken Sammaan Finserve Limited (formerly known 1,700.00 - - as Indiabulls Commercial Credit Limited) Unsecured Loan given Subsidiaries Pragati Employee Welfare Trust 140.00 - - Unsecured Loan Taken Subsidiaries Sammaan Advisory Services Limited 8.00 - - (formerly known as Indiabulls Advisory Services Limited) Sammaan Collection Agency Limited 43.00 - - (formerly known as Indiabulls Collection Agency Limited) Sammaan Investmart Services Limited 23.25 - - (formerly known as Nilgiri Investmart Services Limited) Sammaan Sales Limited (formerly known as 9.75 - - Ibulls Sales Limited) Sammaan Asset Management Limited - - - (formerly Indiabulls Investment Management Limited) Corporate counter guarantees given to third parties for: Subsidiaries Sammaan Finserve Limited (formerly known - 80.00 - as Indiabulls Commercial Credit Limited) 207REGULATIONS AND POLICIES The following is a summary of relevant regulations and policies prescribed by the Government and other regulatory bodies that are applicable to our Company’s business. Taxation statutes such as the IT Act, GST laws (including CGST, SGST and IGST) and applicable local sales tax statutes, labour regulations and statutes such as the Employees State Insurance Act, 1948 and the Employees Provident Fund and Miscellaneous Provisions, Act, 1952, and other miscellaneous regulations such as the Trade Marks Act, 1999 and applicable Shops and Establishments statutes apply to us as they do to any other Indian company and therefore have not been detailed below. The information detailed below has been obtained from various legislations, including certain sector specific laws and regulations in India promulgated by regulatory bodies, and the bye-laws of the respective local authorities that are available in the public domain. The regulations set out below may not be exhaustive and are merely intended to provide general information to the investors and are neither designed nor intended to substitute for professional legal advice. The statements below are based on the current provisions of Indian law, and the judicial and administrative interpretations thereof, which is subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions. Investors shall carefully consider the information described below, together with the information set out in other sections of this Draft Shelf Prospectus including the financial statements before making an investment decision relating to the NCDs, as any changes in the regulations and policies could have a material adverse effect on our Company’s business. Principal business criteria and NBFC classification As per the Reserve Bank of India Act, 1934 (“RBI Act”), a financial institution has been defined as a company which includes a non-banking institution carrying on as its business or part of its business the financing activities, whether by way of making loans or advances or otherwise, of any activity, other than its own and it is engaged in the activities of loans and advances, acquisition of shares/stock/bonds/debentures/securities issued by the Government of India or other local authorities or other marketable securities of like nature, leasing, hire-purchase, insurance business, chit business but does not include any institution whose principal business is that of carrying out any agricultural or industrial activities or the sale/purchase/construction of immovable property. As per prescribed law any company that carries on the business of a non-banking financial institution as its ‘principal business’ is to be treated as an NBFC. The term ‘principal business’ has not been defined in any statute; however, RBI has clarified through a press release (Ref. No. 1998-99/1269) issued in 1999, that in order to identify a particular company as an NBFC, it will consider both the assets and the income pattern as evidenced from the last audited balance sheet of the company to decide a company’s principal business. The company will be treated as an NBFC if its financial assets are more than 50 per cent of its total assets (netted off by intangible assets) and income from financial assets should be more than 50 per cent of the gross income. Both these tests are required to be satisfied in order to determine the principal business of a company. Every NBFC is required to submit to the RBI a certificate in the form DNBS 10, from its statutory auditor within one month from the date of finalisation of the balance sheet and in any case, not later than December 30 of that year, stating that it is engaged in the business of non-banking financial institution requiring it to hold a certificate of registration. NBFCs are primarily governed by the RBI Act, Master Direction – Reserve Bank of India (Non-Banking Financial Company –Scale Based Regulation) Directions, 2023, Peer to Peer Lending Platform (Reserve Bank) Directions, 2017, Master Direction– Non-Banking Financial Company - Account Aggregator (Reserve Bank) Directions, 2016, Reserve Bank Commercial Paper Directions, 2017 and the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016. In addition to these regulations, NBFCs are also governed by various circulars, notifications, guidelines and directions issued by the RBI from time to time. Although by definition, NBFCs are permitted to operate in similar sphere of activities as banks, there are a few important and key differences. The most important distinctions are: • An NBFC cannot accept deposits repayable on demand – in other words, NBFCs can only accept fixed term deposits. Thus, NBFCs are not permitted to issue negotiable instruments, such as cheques which are payable on demand; and • NBFCs are not allowed to deal in foreign exchange, even if they specifically apply to the RBI for approval in this regard, unless they have received an Authorised Dealer Category II licence from the RBI. 208Following are the significant regulations that affect our operations: I. RBI Act The RBI is entrusted with the responsibility of regulating and supervising NBFCs by virtue of powers vested in Chapter IIIB of the RBI Act. The RBI Act defines an NBFC as: (a) a financial institution which is a company; (b) a non-banking institution which is a company and which is in the principal business of receiving deposits, under any scheme or arrangement or in any other manner, or lending in any manner; or (c) such other non-banking institution or class of institutions as the RBI may, with the previous approval of the Central Government, and by notification in the Official Gazette, specify. A company would be categorized as an NBFC if it has net owned fund of ₹ 25,00,000 or such other amount, not exceeding ₹ 100.00 crores, as the RBI may, by notification in the official gazette, specify from time to time. Further, NBFCs are required to obtain a certificate of registration from the RBI prior to commencement of the business as a non-banking financial institution. According to the NBFC Scale Based Regulations (as defined hereinbelow), an NBFC-ICC is required to have net owned fund of ₹ 5.00 crore and ₹ 10.00 crore by March 31, 2025 and March 31, 2027, respectively Pursuant to section 45-IC of the RBI Act, every NBFC is required to create a reserve fund and transfer thereto a sum not less than 20% of its net profit every year, as disclosed in the profit and loss account and before any dividend is declared by such company. Further, no appropriation can be made from such fund by the NBFC except for the purposes specified by the RBI from time to time and every such appropriation shall be reported to the RBI within 21 days from the date of such withdrawal. Pursuant to section 45-IA of the RBI Act, every NBFC is issued a certificate of registration to carry on its business. The RBI, at its discretion, may impose additional conditions as it may consider fit. Our Company received a certificate of registration dated January 28, 2024 from RBI (“CoR”) to commence and carry its business and authorizing it to operate as a Type II Non-Deposit Taking NBFC. The CoR was subject to compliance with specific conditions within the period so stipulated by the RBI, including the consolidation of six of our wholly-owned Subsidiaries, for details see “Capital Structure – Details of any acquisition or amalgamation in the preceding one year” on page 92. Within this broad categorization the different types of NBFCs are (a) asset finance companies, (b) investment companies, (c) loan companies, (d) infrastructure finance companies, (e) systemically important core investment companies, (f) infrastructure debt funds, (g) NBFC - micro finance institutions, (h) NBFC - factors, (i) mortgage/ guarantee companies, (j) NBFC - non-operative financial holding companies, and (k) NBFC – housing finance companies. II. The RBI Master Directions On October 19, 2023, RBI issued Master Direction – Reserve Bank of India (Non-Banking Financial Company –Scale Based Regulation) Directions, 2023. A Revised Regulatory Framework for NBFCs whereby NBFCs have been categorised into following four layers based on their size, activity, and perceived riskiness by the RBI: i. NBFC- Base Layer (“NBFC-BL”); ii. NBFC- Middle Layer (“NBFC-ML”); iii. NBFC- Upper layer (“NBFC-UL”); and iv. NBFC- Top Layer (“NBFC-TL”) The NBFC- BL comprise of (a) non-deposit taking NBFCs below the asset size of ₹ 1,000.00 crore and (b) NBFCs undertaking the following activities- (i) NBFC-Peer to Peer Lending Platform (NBFC-P2P), (ii) NBFC-Account Aggregator (NBFCAA), (iii) Non-Operative Financial Holding Company (NOFHC) and (iv) NBFCs not availing public funds and not having any customer interface. The NBFC- ML consist of (a) all deposit taking NBFCs (“NBFC-Ds”), irrespective of asset size, (b) non-deposit taking NBFCs with asset size of ₹ 1,000 crore and above and (c) NBFCs undertaking the following activities (i) Standalone Primary Dealers (SPDs)– (ii) Infrastructure Debt Fund - Non-Banking Financial Companies (IDF-NBFCs), (iii) Core Investment Companies (CICs), (iv) Housing Finance Companies (HFCs) and (v) Infrastructure Finance Companies (NBFC-IFCs). The NBFC-UL comprise of those NBFCs which are specifically identified by RBI as warranting enhanced regulatory requirement based on a set of parameters and scoring methodology as provided in annexure 1 to RBI Master Directions. 209The top ten eligible NBFCs in terms of their asset size shall always reside in the upper layer, irrespective of any other factor. The NBFC-TL will ideally remain empty. This layer can get populated if RBI is of the opinion that there is a substantial increase in the potential systemic risk from specific NBFC-Upper Layer. Such NBFC shall move to the NBFC-Top Layer. Pursuant the RBI Master Directions the criteria of asset size of non-deposit NBFCs for classification as non-systemically important for the purpose of regulatory structure of NBFCs have been increased from ₹ 500.00 crores to ₹ 1,000.00 crores (“NBFC-ND”). Therefore, NBFCs with asset size of over ₹ 1,000.00 crores have been considered risky and will fall under middle layer (“NBFC-ML”/ “NBFC-ND-SI"). RBI Master Directions provide that from October 01, 2022 references to NBFC-ND shall mean NBFC-BL and all references to NBFC-D and NBFC-ND-SI shall mean NBFC-ML or NBFC-UL, as the case may be. SBR Framework clarified that existing NBFC-ND-SIs having asset size of ₹ 500.00 crore and above but below ₹ 1,000 crore (except those necessarily featuring in NBFC-Middle Layer) will be known as NBFC-BL. As of date of this Draft Shelf Prospectus, our Company is governed by updated RBI Master Directions and other applicable laws. 1. Types of NBFCs NBFCs have been classified on the basis of the types of liabilities they access, types of activities they pursue and their perceived systemic importance. (a) Liabilities-based classification NBFCs are classified on the basis of liabilities into two broad categories – a) deposit taking and b) non-deposit taking. Deposit taking NBFCs (NBFC – D) are subject to requirements of stricter capital adequacy, liquid assets maintenance, and exposure norms etc. Further, in 2015, non-deposit taking NBFCs with asset size of ₹ 500.00 crores and above were labelled as ‘systemically important non-deposit taking NBFCs’ (NBFC – ND – SI) and separate prudential regulations were made applicable to them. (b) Activity-based classification As per the RBI notification dated February 22, 2019, the RBI merged the three categories of NBFCs viz. Asset Finance Companies (AFCs), Loan Companies (LCs) and Investment Companies (ICs) into a new category called NBFC – Investment and Credit Company (NBFC- ICC) with the below definition: “Investment and Credit Company – (NBFC-ICC)” means any company which is a financial institution carrying on as its principal business – asset finance, the providing of finance whether by making loans or advances or otherwise for any activity other than its own and the acquisition of securities; and is not any other category of NBFC as defined by RBI in any of its Master Directions. Within this broad categorization the different types of NBFCs are (a) investment and credit companies, (b) infrastructure finance companies, (c) infrastructure debt fund, (d) NBFC – micro finance institutions, (e) NBFC – factors, (f) NBFC – non-operative financial holding company, (g) systemically important core investment companies and (h) mortgage guarantee companies. Pursuant to the RBI circular on harmonisation of different categories of NBFCs dated February 22, 2019, our Company has been classified as NBFC-ICC. Our Company is a non-deposit taking NBFC-ICC registered with RBI. Our Company is also a notified financial institution under the SARFAESI Act, and as such, its business activities primarily involve providing loans and advances. 2. Types of Activities that NBFCs are permitted to carry out Although NBFCs are permitted to operate in similar sphere of activities as banks, there are a few important and key differences. The most important distinctions are: (a) an NBFC cannot accept deposits repayable on demand; 210(b) NBFCs do not form part of the payment and settlement system and cannot issue cheques drawn on itself; and (c) deposit insurance facility of Deposit Insurance and Credit Guarantee Corporation is not available to depositors of NBFCs, unlike in case of banks. 3. Regulatory requirements of an NBFC under the RBI Act Net Owned Fund (“NOF”) Section 45-IA of the RBI Act provides that to carry on the business of a NBFC, an entity would have to register as an NBFC with RBI and would be required to have a minimum net owned fund of ₹ 25.00 lakhs, as RBI may, by notification in the Gazette, specify. Further, with a view to imparting greater financial soundness and achieving the economies of scale in terms of efficiency of operations and higher managerial skills, the RBI had raised the requirement of minimum net owned fund from ₹ 25.00 lakhs to ₹ 2.00 crores for the NBFC which commences business on or after April 21, 1999. It was mandatory for all NBFCs to attain a minimum NOF of ₹ 2.00 crores by the end of April 1, 2017. The Master Directions prescribe a minimum NOF of ₹ 2.00 crores for NBFCs, except a minimum NOF of ₹ 10.00 crores for newly incorporated NBFC-ICC, NBFC-MFI and NBFC-Factor, except for NBFC- IFC, and IDF-NBFC, wherein the prescribed minimum NOF is ₹ 300.00 crores. For existing NBFCs, the RBI prescribes a transition path for achieving a minimum NOF of ₹ 10.00 crores by March 31, 2027. For this purpose, the RBI Act has defined “net owned fund” to mean: (a) the aggregate of the paid-up equity capital and free reserves as disclosed in the latest balance sheet of the company, after deducting therefrom: (i) accumulated balance of losses, (ii) deferred revenue expenditure; and (iii) other intangible assets; and (b) further reduced by the amounts representing: (i) investment by such companies in shares of (i) its subsidiaries, (ii) companies in the same group, (iii) other NBFCs, and (ii) the book value of debentures, bonds, outstanding loans and advances (including hire purchase and lease finance) made to, and deposits with (i) subsidiaries of such companies; and (ii) companies in the same group, to the extent such amount exceeds 10% of (a) above. Reserve Fund In addition to the above, Section 45-IC of the RBI Act requires NBFCs to create a reserve fund and transfer therein a sum of not less than 20% of its net profits earned every year as disclosed in profit and loss account before declaration of dividend. Such a fund is to be created by every NBFC irrespective of whether it is a NBFC-ND or not. Such sum cannot be appropriated by the NBFC except for the purpose as may be specified by the RBI from time to time and every such appropriation is required to be reported to the RBI within 21 days from the date of such withdrawal. Further, in terms of the amendment of the Companies (Share Capital and Debentures) Rules, 2014 on August 16, 2019, NBFCs registered with RBI and HFCs registered with National Housing Bank are exempted from creation of debenture redemption reserve in case of public issue of debentures and privately placed debentures. However, listed NBFCs and HFCs shall on or before the April 30 in each year, invest or deposit, a sum which shall not be less than fifteen per cent, of the amount of its debentures maturing during the year ending on the March 31 of the next year in any one or more methods of investments or deposits as provided under Companies (Share Capital and Debentures) Rules, 2014, provided that the amount remaining invested or deposited, shall not at any time fall below fifteen percent of the amount of the debentures maturing during the year ending on March 31 of that year. 2114. Internal Capital Adequacy Assessment Process (ICAAP) Under the SBR Framework, NBFCs-ML and NBFC-UL must conduct a comprehensive internal assessment of their capital needs, aligned with the risks inherent in their business. This internal assessment should follow a similar approach to the Internal Capital Adequacy Assessment Process ICAAP prescribed for commercial banks under Pillar 2 (refer to Master Circular – Basel III Capital Regulations dated 01 April 2025, as amended over time). Although Pillar 2 capital will not be mandatory, NBFCs are required to make a realistic evaluation of risks. This internal capital assessment should take into account credit risk, market risk, operational risk, and all other residual risks, using a methodology developed internally. The methodology for internal capital assessment should be proportionate to the scale and complexity of the NBFC’s operations, as per the board-approved policy. The purpose of ICAAP is to ensure that adequate capital is available to support all business risks and to encourage NBFCs to develop and utilize better internal risk management techniques for monitoring and managing these risks. 5. Capital Requirement All NBFCs shall maintain capital adequacy ratio consisting of Tier I and Tier II capital which shall not be less than 15% of its aggregated risk weighted assets on-balance sheet and of risk adjusted value of off-balance sheet items. The total of Tier II Capital at any point of time, shall not exceed 100% of Tier I capital. 6. Provisioning Norms NBFCs shall maintain provisions in respect of ‘standard’ assets at the following rates for the funded amount outstanding: For (i) individual housing loans and loans to Small and Micro Enterprises (SMEs) - 0.25%, (ii) housing loans extended at teaser rates – 2.00% which will decrease to 0.40% after 1 year from the date on which the rates are reset at higher rates (if the accounts remain ‘standard’), (iii) advances to Commercial Real Estate – Residential Housing (CRE - RH) Sector - 0.75%, (iv) advances to Commercial Real Estate (CRE) Sector (other than CRE-RH) - 1.00%, (v) restructured advances - as stipulated in the applicable prudential norms for restructuring of advances, (vi) all other loans and advances not included above, including loans to Medium Enterprises - 0.40%. Current credit exposures arising on account of the permitted derivative transactions shall also attract provisioning requirement as applicable to the loan assets in the 'standard' category, of the concerned counterparties. All conditions applicable for treatment of the provisions for standard assets would also apply to the aforesaid provisions for permitted derivative transactions. 7. RBI Master Circular on Prudential norms on Income Recognition, Asset Classification and Provisioning pertaining to Advances dated April 1, 2025 (the “IRACP Norms”) In terms of the IRACP Norms, banks are required to classify NPAs into (i) sub-standard assets; (ii) doubtful assets; and (iii) loss assets. Banks are required to establish appropriate internal systems (including technology enabled processes) for proper and timely identification of NPAs including putting in place the necessary infrastructure to comply with the requirements of the circular DoS.CO.PPG./SEC.03/11.01.005/2020-21 dated September 14, 2020 on Automation of Income Recognition, Asset Classification and Provisioning processes in banks (as updated) and shall not take into account the availability of security or net worth of the borrower or guarantor for the purpose of treating an advance as an NPA or otherwise, except in the cases laid down in the IRACP Norms. Further, the IRACP Norms also lay down provisioning requirements specific to the classification of the assets based on the period for which the asset has remained non-performing and the availability of security and the realisable value thereof. For further information, please refer to “Risk Factors – Any increase in the levels of non-performing assets (“NPAs”) in our Loan Book, for any reason whatsoever, would adversely affect our business, results of operations, cash flows and financial condition.” 8. Asset Liability Management Under the terms of RBI Master Directions, NBFCs having an asset base of ₹ 100.00 crore or more as per their last audited balance sheet are required to comply with the ‘RBI Guidelines on liquidity Risk Management Framework’ (“LRM Framework"). The RBI has prescribed the Guidelines for asset liability management (“ALM”) system in relation to NBFCs through LRM Framework. The LRM Framework provide that the applicable NBFCs should ensure sound and robust liquidity risk management system, the board of directors of the NBFC shall frame a liquidity risk management framework which ensures that it maintains sufficient liquidity, including a cushion of unencumbered, high quality liquid assets to withstand a range of stress events, including those involving the loss or 212impairment of both unsecured and secured funding sources. The liquidity risk management policy should spell out the entity-level liquidity risk tolerance; funding strategies; prudential limits; system for measuring, assessing and reporting/ reviewing liquidity; framework for stress testing; liquidity planning under alternative scenarios/formal contingent funding plan; nature and frequency of management reporting; periodical review of assumptions used in liquidity projection; etc. The NBFC shall appoint risk management committee (“RMC”) consisting of chief executive officer (“CEO”)/ managing director (“MD”) and heads of various risk verticals, who shall be responsible for evaluating the overall risks faced by the NBFC including liquidity risk. Further, applicable NBFCs have to constitute asset liability management committee (“ALCO”) consisting of the NBFC’s top management shall be responsible for ensuring adherence to the risk tolerance/limits set by the board of directors as well as implementing the liquidity risk management strategy of the NBFC. The CEO/ MD or the Executive Director (ED) should head the ALCO. The role of the ALCO with respect to liquidity risk should include, inter alia, decision on desired maturity profile and mix of incremental assets and liabilities, sale of assets as a source of funding, the structure, responsibilities and controls for managing liquidity risk, and overseeing the liquidity positions of all branches. In addition to RMC and ALCO, applicable NBFCs shall constitute asset liability management support group (“ALM Support Group”). ALM Support Group consist of the operating staff responsible for analysing, monitoring and reporting the liquidity risk profile to the ALCO. The maturity profile should be used for measuring the future cash flows of NBFCs in different time buckets. Within each time bucket, there could be mismatches depending on cash inflows and outflows. While the mismatches up to one year would be relevant since these provide early warning signals of impending liquidity problems, the main focus shall be on the short-term mismatches, viz., 1-30/ 31 days. The net cumulative negative mismatches in the statement of structural liquidity in the maturity buckets 1-7 days, 8- 14 days, and 15-30 days shall not exceed 10 percent, 10 percent and 20 per cent of the cumulative cash outflows in the respective time buckets. NBFCs, however, are expected to monitor their cumulative mismatches (running total) across all other time buckets up to 1 year by establishing internal prudential limits with the approval of the board of directors. NBFCs shall also adopt the above cumulative mismatch limits for their structural liquidity statement for consolidated operations. Other than liquidity risk the applicable NBFC has to currency risk and interest rate risk under the terms of LRM Framework. 9. Instructions on Managing Risks and Code of Conduct in Outsourcing With a view to put in place necessary safeguards applicable to outsourcing of activities by NBFCs, the RBI Master Directions under Annex VIII provides directions on managing risks and code of conduct in outsourcing of financial services by NBFCs. These directions specify that core management functions like internal auditing, compliance functions, decision making functions such as compliance with KYC norms shall not be outsourced by NBFCs. Further, outsourcing of functions shall not limit its obligations to its customers. III. RBI Circular on Credit/ Investment Concentration Norms – Credit Risk Transfer dated January 15, 2024 (the “Circular on Credit Risk”) The Circular on Credit Risk specifies the manner of computation of exposures for credit risk transfer instruments and exemptions from credit/ investment concentration norms. Additionally, the Circular on Credit Risk also requires certain disclosures in relation to exposure in annual financial statements of NBFCs. IV. RBI Master Directions on Fraud Risk Management in Non-Banking Financial Companies (NBFCs) (including Housing Finance Companies) dated July 15, 2024 (the “Directions on Fraud Risk Management”) The Directions on Fraud Risk Management provide a framework for prevention, early detection and timely reporting of incidents of fraud to law enforcement agencies, RBI and the National Housing Bank. The Directions on Fraud Risk Management require NBFCs to adopt a policy on fraud risk management, approved by the board of directors, that sets out the roles and responsibilities of the board of directors (including the committees thereof) and senior management of such NBFC. Such policy is required to be reviewed by the board of directors at least one in three years, or more frequently, as may be prescribed by the board of directors of such NBFC. Further, a special committee of the board of directors is required to be constituted for monitoring and following up on cases of frauds. The committee is required to review and monitor cases of frauds, including root cause analysis, and suggest mitigating measures for strengthening the internal controls, risk management framework and minimizing the incidence of frauds. The NBFCs shall also establish a transparent mechanism to ensure that the whistle blower complaints on possible fraud cases or suspicious activities in accounts are examined and concluded appropriately, in accordance with such NBFC’s whistle blower policy. 213V. Master Direction – Reserve Bank of India (Filing of Supervisory Returns) Directions, 2024 dated February 27, 2024 (the “Returns Master Direction”) The Returns Master Direction lists detailed instructions in relation to submission of supervisory returns prescribed by the RBI for various categories of commercial banks, AIFIs, NBFCs (excluding Housing Finance Companies) and all asset reconstruction companies, etc., including their periodicity, reference date, applicability and the purpose of filing such returns. VI. Reserve Bank of India (Know Your Customer (KYC)) Master Directions, 2016 dated February 25, 2016, as amended (“RBI KYC Directions”) The RBI KYC Directions are applicable to every entity regulated by the RBI, specifically, scheduled commercial banks, regional rural banks, local area banks, primary (urban) co-operative banks, state and central co-operative banks, all India financial institutions, NBFCs, miscellaneous non-banking companies and residuary non-banking companies, amongst others. In terms of the RBI KYC Directions, every entity regulated thereunder is required to formulate a KYC policy which is duly approved by the board of directors of such entity or a duly constituted committee thereof. The KYC policy formulated in terms of the RBI KYC Directions is required to include four key elements, being customer acceptance policy, risk management, customer identification procedures and monitoring of transactions. All NBFCs adopt the same with suitable modifications depending upon the activity undertaken by them and ensure that a proper policy framework of anti-money laundering measures is put in place. The RBI KYC Directions provide for a simplified procedure for opening accounts by NBFCs. It also provides for an enhanced and simplified due diligence procedure. It has prescribed detailed instructions in relation to, inter alia, the due diligence of customers, record management, and reporting requirements to Financial Intelligence Unit – India. Regulated entities are required to ensure compliance with the KYC policy through specifying ‘senior management’ for the purposes of KYC compliance; allocation of responsibility for effective implementation of policies and procedures; independent evaluation of compliance with KYC and anti-money laundering policies and procedures, including legal and regulatory requirements; concurrent/ internal audit system for compliance to verify compliance with KYC and anti- money laundering policies and procedures; and submission of quarterly audit notes and compliance to the audit committee of the board of directors of the regulated entity. The RBI KYC Directions have also issued instructions on sharing of information while ensuring secrecy and confidentiality of information held by banks and NBFCs. The regulated entities must also adhere to the reporting requirements under Foreign Account Tax Compliance Act and Common Reporting Standards. The RBI KYC Directions also require the regulated entities to ensure compliance with the requirements/obligations under international agreements. The regulated entities must also pay adequate attention to any money-laundering and financing of terrorism threats that may arise from new or developing technologies and ensure that appropriate KYC procedures issued from time to time are duly applied before introducing new products/services/technologies. The RBI KYC Directions were updated on April 20, 2018 to enhance the disclosure requirements under the Prevention of Money-Laundering Act, 2002 and in accordance with the Prevention of Money-Laundering Rules vide Gazette Notification GSR 538 (E) dated 144 June 1, 2017 and the final judgment of the Supreme Court in the case of Justice K.S. Puttaswamy (Retd.) & Another v. Union of India (Writ Petition (Civil) 494/2012). The Directions were updated to accommodate authentication as per the AADHAR (Targeted Delivery of Financial and Other Subsidies, Benefits and Services) Act, 2016 and use of an Indian resident’s Aadhar number as a document for the purposes of fulfilling KYC requirement. The RBI KYC Directions were further updated on January 9, 2020 with a view to leveraging the digital channels for customer identification process by regulated entities, whereby the RBI has decided to permit video-based customer identification process as a consent based alternate method of establishing the customer’s identity, for customer onboarding. VII. Accounting Standards & Accounting policies NBFCs that are required to implement Indian Accounting Standards (“Ind AS”) as per the Companies (Indian Accounting Standards) Rules, 2015 (“Accounting Standard Rules”) shall prepare their financial statements in accordance with Ind AS notified by the Government of India and shall comply with the regulatory guidance specified in the RBI Master Directions. Disclosure requirements for notes to accounts specified in the RBI Master Directions shall continue to apply. Other NBFCs shall comply with the requirements of notified Accounting Standards (AS) insofar as they are not inconsistent with the RBI Master Directions. The Ministry of Corporate Affairs (“MCA”), in its press release dated January 18, 2016, issued a roadmap for implementation of Ind AS converged with IFRS for non-banking financial companies, scheduled commercial banks, insurers, and insurance companies, which was subsequently confirmed by the RBI through its circular dated February 11, 2016. The Accounting Standard Rules were subsequently amended by MCA press release dated March 30, 2016. The Accounting Standard Rules stipulates that NBFCs whose equity and/or debt 214securities are listed or in the process of listing on any stock exchange in India or outside India and having a net worth of less than ₹500.00 crore, shall comply with Ind AS for accounting periods beginning on or after April 01, 2019, with comparatives for the periods ending on March 31, 2019, or thereafter. Implementation of Indian Accounting Standards: RBI Notification The Reserve bank of India vide notification number RBI/2019-20/170 DOR (NBFC).CC.PD.No.109/22.10.106/ 2019- 20 dated March 13, 2020 framed regulatory guidance on Ind AS which will be applicable on Ind AS implementing NBFCs and Asset Reconstruction Companies (ARCs) for preparation of their financial statements from financial year 2019-20 onwards. These guidelines focus on the need to ensure consistency in the application of the accounting standards in specific areas, including asset classification and provisioning, and provide clarifications on regulatory capital in the light of Ind AS implementation. Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) dated April 27, 2021 These guidelines govern the appointment and reappointment of statutory central auditors (“SCAs”) and statutory auditors (“SAs”) across commercial banks (excluding regional rural banks), urban cooperative banks, and NBFCs. While NBFCs are not required to obtain prior approval from RBI for the appointment of SCAs/SAs, they must notify RBI of such appointments annually via a certification within one month of appointment. Non-deposit taking NBFCs with asset size below ₹ 1,000.00 crores have the option to continue with their extant procedure. The RBI Auditors Guidelines outline key provisions, including the prescribed number of SCAs/SAs per entity, eligibility criteria, tenure and rotation requirements, auditor independence, and adherence to professional auditing standards. Master Direction – Non-Banking Financial Companies Auditor’s Report (Reserve Bank) Directions, 2016 In addition to the report made by the auditor under Section 143 of the Companies Act, 2013 on the accounts of an NBFC- ML, the auditor shall make a separate report to the Board of Directors of the company on inter alia examination of validity of certificate of registration obtained from the RBI, whether the NBFC is entitled to continue to hold such certificate of registration in terms of its Principal Business Criteria (financial asset / income pattern) as on 31st March of the applicable year, whether the NBFC is meeting the required net owned fund requirement, whether the board of directors has passed a resolution for non-acceptance of public deposits, whether the company has accepted any public deposits during the applicable year, whether the company has complied with the prudential norms relating to income recognition, accounting standards, asset classification and provisioning for bad and doubtful debts as applicable to it, whether the capital adequacy ratio as disclosed in the return submitted to the RBI in DNBS-10-Statutory Auditor Certificate (SAC) return, has been correctly arrived at and whether such ratio is in compliance with the minimum CRAR prescribed by RBI, whether the company has furnished to RBI the annual statement of capital funds, risk assets/exposures and risk asset ratio within the stipulated period. Risk-Based Internal Audit (“RBIA”) An independent and effective internal audit function in a financial entity provides vital assurance to the board of directors and its senior management of NBFC regarding the quality and effectiveness of the entity’s internal control, risk management and governance framework. The essential requirements for a robust internal audit function include, inter alia, sufficient authority, proper stature, independence, adequate resources and professional competence. RBI vide its circular dated February 03, 2021, mandated all non-deposit taking NBFCs (including Core Investment Companies) with asset size of ₹ 5,000 crore and above; and all UCBs having asset size of ₹ 500 crore and above to implement the RBIA framework by March 31, 2022. Supervisory Framework In addition to the auditor’s report under Section 143 of the Companies Act, 2013 the auditors are also required to make a separate report to the Board of Directors on certain matters, including correctness of the capital adequacy ratio as disclosed in the return DNBS-10 to be filed with the RBI and its compliance with the minimum CRAR, as may be prescribed by the RBI. Where the statement regarding any of the items referred relating to the above, is unfavorable or qualified, or in the opinion of the auditor the company has not complied with the regulations issued by RBI , it shall be the obligation of the auditor to make a report containing the details of such unfavourable or qualified statements and/or about the non-compliance, as the case may be, in respect of the company to the concerned Regional Office of the Department of Non-Banking Supervision of the Bank under whose jurisdiction the registered office of the company is located. 215VIII. Master Direction- Non-Banking Financial Company Returns (Reserve Bank) Directions, 2016 All NBFCs are required to put in place a reporting system for filing various returns with the RBI. NBFC-ML are required to file at various intervals on asset-liability management: (a) Statement of Short Ter– Dynamic Liquidity - DNBS-04A – Quarterly; (b) Statement of Structural Liquidity and Interest Rate Sensitivity- DNBS-4B – Monthly. In addition to above NBFCs are required to submit Central Repository of Information on Large Credits (“CRILC”) on a monthly basis as well as all Special Mention Accounts-2 (“SMA-2”) status on a weekly basis to facilitate early recognition of financial distress, prompt steps for resolution and fair recovery for lenders. IX. Master Direction on Information Technology Framework for the NBFC Sector, 2017 All NBFCs shall have a board approved Information Technology policy/Information system policy. X. Master Direction - Reserve Bank of India (Priority Sector Lending) – (Targets and Classifications) Directions, 2025 (the “PSL Master Directions”) The PSL Master Directions were enacted with a view to govern priority sector advances and loans granted by commercial banks, including regional rural banks, small finance banks, local area banks and primary urban co-operative banks, other than salary earners’ banks, licensed to operate in India. It introduced co-lending model to increase the affordability and outreach of capital to underserved sections of the economy. By entering into co-lending arrangements, scheduled commercial banks and NBFCs are permitted to co-lend to the priority sector. XI. Master Direction - Monitoring of Frauds in NBFCs (Reserve Bank) Directions, 2016 On 15 July 2024, the Reserve Bank of India (RBI) released updated Master Directions on Fraud Risk Management for Non-Banking Financial Companies (NBFCs), including Housing Finance Companies, known as "Fraud Directions." These new directions replace the previous Master Directions on Monitoring of Frauds in NBFCs (Reserve Bank), Directions, 2016. According to the Fraud Directions, NBFCs categorized as NBFC-BL, NBFC-ML, and NBFC-UL must establish a board-approved policy on fraud risk management that outlines the roles and responsibilities of the board and senior management. NBFCs are obligated to report all fraud occurrences to the RBI or the National Housing Bank via the fraud monitoring returns portal within 14 days of identifying an incident or account as fraudulent. Additionally, any attempted or successful instances of theft, burglary, dacoity, and robbery must be reported to the RBI's fraud monitoring group within 7 days of the event. NBFCs are also required to promptly report all fraud incidents to the relevant law enforcement agencies through a designated officer or nodal point within the NBFC. XII. Reserve Bank of India (Co-Lending Arrangements) Directions, 2025 (“the CLA Directions”) To broaden the scope of co-lending involving banks and NBFCs and provide regulatory clarity on permissibility of such arrangements, RBI has issued the CLA Directions. The CLA Directions shall come into effect from January 1, 2026 or such earlier date as the regulated entities (as prescribed thereunder), which includes NBFCs, may decide as per their internal policy. The CLA Directions defines “co-lending arrangement” as an arrangement, formalised through an ex-ante agreement, between a regulated entity, which is originating the secured or unsecured loan (the “Originating RE”), and another regulated entity, which is co-lending (the “Partner RE”, and together with the Originating RE, the “CLA Partners”), to jointly fund a portfolio of loans in a pre-agreed proportion, involving revenue and risk sharing. The CLA Partners shall include, among other things, the terms and conditions of the arrangement, the criteria for selection of borrowers, customer protection issues and grievance redressal mechanism in the agreement to be entered between them. The loan agreement signed with the borrower shall make upfront disclosures in relation to the roles and responsibilities of the CLA Partners. NBFCs are required to adhere to the applicable accounting standards and comply with the CLA Directions while booking unrealized profits, if any, under the co-lending arrangements. XIII. RBI Master Directions on Wilful Defaulters dated July 30, 2024 The Reserve Bank of India RBI has issued the Master Directions on Wilful Defaulters on 30 July 2024, which will be effective from 28 October 2024 ("Wilful Defaulter Directions"). These directions aim to overhaul the wilful defaulter regime in India by setting a fixed timeline to complete the identification process of a wilful defaulter within six months from the date an account is classified as a Non-Performing Asset NPA. Additionally, prospective wilful defaulters will have two opportunities to present their defense before the identification and review committees, instead of the currently prescribed single opportunity before the identification committee. The term ‘wilful default’ has been redefined in the Wilful Defaulter Directions. A wilful default is deemed to have occurred if the borrower defaults on payment/repayment obligations to the lender and any of the following conditions are met: (a) the borrower has the capacity to meet these obligations; (b) the borrower has 216diverted funds from the credit facility; (c) the borrower has siphoned off funds from the credit facility; (d) the borrower has disposed of assets securing the credit facility without lender approval; or (e) the borrower or promoter has failed to infuse equity despite having the ability to do so, especially when loans or concessions were provided based on this commitment. Special emphasis is placed on the borrower’s capacity to honor obligations and the diversion of funds. Diversion and siphoning of funds include: (i) using short-term working capital for long-term purposes against sanction terms; (ii) using borrowed funds to create assets other than those for which the loan was sanctioned; (iii) transferring funds to subsidiaries, group companies, or other corporates; (iv) routing funds through any bank other than the lender bank or consortium without prior permission; (v) investing in other companies by acquiring equities/debt instruments without lender approval; and (vi) a shortfall in fund deployment compared to the amounts disbursed/drawn without accounting for the difference. After identifying wilful defaulters, the guidelines mandate lenders to adopt certain penal measures, including: a) No additional facilities will be granted by banks and financial institutions. b) A bar on additional credit facilities to a wilful defaulter or any associated entity for one year after their name is removed from the List of Wilful Defaulters LWD. c) No credit facility shall be granted for floating new ventures to a wilful defaulter or any associated entity for five years after their name is removed from the LWD. d) Wilful defaulters or associated entities are not eligible for credit facility restructuring. They become eligible for restructuring only after their name is removed from the LWD and subject to the one-year bar mentioned above. e) The Wilful Defaulter Directions allow NBFCs to enter into compromise settlements and technical write-offs for accounts categorized as wilful defaulters without prejudice to any ongoing criminal proceedings against such debtors. Additionally, under the RBI’s ‘Framework for Compromise Settlements and Technical Write-offs’ dated 08 June 2023, NBFCs are permitted to enter into compromise settlements and technical write-offs for accounts categorized as wilful defaulters or fraud without prejudice to any ongoing criminal proceedings against such debtors. XIV. Reserve Bank of India (Non-Fund Based Credit Facilities) Directions, 2025 RBI has issued directions for non-fund based (“NFB”) credit facilities, which will be effective from April 1, 2026. These directions aim to harmonize the guidelines covering NFB facilities, like guarantees, letters of credit, co-acceptances etc., and to broaden the funding sources for infrastructure financing. The directions will govern extension and/or renewal of an existing NBF facility. The credit facility of a regulated entities shall incorporate suitable provisions for issue of NFB facilities inter alia type of NFB facilities, limits granted, credit appraisal, security requirement, fraud prevention, overall monitoring mechanism, delegation matrix, audit and internal controls, compliance to uniform standards issued by standard setting bodies and other safeguards. XV. Ombudsman scheme for customers of NBFCs The RBI in public interest and to make the alternate dispute redress mechanism simpler and more responsive integrated the three Ombudsman schemes – (i) the Banking Ombudsman Scheme, 2006, as amended up to July 01, 2017; (ii) the Ombudsman Scheme for Non-Banking Financial Companies, 2018; and (iii) the Ombudsman Scheme for Digital Transactions, 2019 into the Reserve Bank - Integrated Ombudsman Scheme, 2021 (the “Scheme”). Every NBFC shall appoint Principal Nodal Officer in accordance with directions provided under the said Scheme. Further, NBFCs fulfilling the criteria laid down under the circular on ‘Appointment of Internal Ombudsman by Non-Banking Financial Companies’ dated November 15, 2021 shall appoint the Internal Ombudsman and adhere to the corresponding guidelines. Any customer aggrieved by an act or omission of a Regulated Entity resulting in deficiency in service may file a complaint under the Scheme personally or through an authorised representative as defined under the Scheme. XVI. Reserve Bank of India (Digital Lending) Directions, 2025 (the “DL Directions”) The DL Directions apply to all digital lending activities carried out by the regulated entities, including inter alia the NBFCs. The DL Directions defines “digital lending” as a remote and automated lending process, largely by use of seamless digital technologies for customer acquisition, credit assessment, loan approval, disbursement, recovery and associated customer service. It has introduced new measures for regulating arrangements involving “lending service providers” partnering with multiple regulated entities. A lending service provider is an agent of a regulated entity which carries out one or more of the regulated entity’s digital lending functions, or part thereof, on behalf of such regulated entity in conformity with extant outsourcing guidelines issued by RBI. A regulated entity shall carry out digital lending through a lending service provider under a contractual agreement entered between them and such agreement shall clearly define their respective roles, rights and obligations. Prior to entering into 217such agreement, a regulated entity shall conduct enhanced due diligence, as set down under the DL Directions. Further, the DL Directions includes a framework for grievance redressal, regulates the collection and storage of the borrowers’ data and mandates the formulation of a comprehensive privacy policy by regulated entities and the lending service providers. The DL Directions states that the regulated entities shall be guided by circular no. DoR.MCS.REC.28/01.01.001/2023- 24 on ‘Fair Lending Practice - Penal Charges in Loan Accounts’ dated August 18, 2023, as amended from time to time, as regards the penal charges. The regulated entities are also required to make certain disclosures to borrowers, including with respect to, key fact statement as per instructions provided in circular no. DOR.STR.REC.13/13.03.00/2024-25 on ‘Key Facts Statement (KFS) for Loans & Advances’ dated April 15, 2024, as amended from time to time. The DL Directions have included a framework for grievance redressal, including a nodal grievance redressal officer and regulate the collection and storage of borrowers’ data, mandating the formulation of a comprehensive privacy policy by regulated entities. XVII. Master Direction – Reserve Bank of India (Credit Information Reporting) Directions, 2025 dated January 06, 2025 On 6 January 2025, the Reserve Bank of India (RBI) issued the Master Directions on Credit Information Reporting, which apply to credit reporting by regulated entities such as banks, financial institutions, and non-banking financial companies (NBFCs). The RBI requires that credit information reported by Credit Information Companies (CICs) follow standardized data formats to ensure clarity and consistency. To safeguard sensitive credit information, the RBI has established guidelines for data confidentiality and security, stipulating that all regulated entities must process and store information within India. Credit Institutions must now inform consumers of the reasons for rejecting data correction requests, and if a consumer complaint is not resolved within 30 calendar days of filing, complainants are entitled to compensation of ₹100 per calendar day. The RBI also requires CICs to evaluate the reputation, financial stability, and legal compliance of third-party entities before sharing data, and to implement robust due diligence and control mechanisms for sharing credit information. Additionally, the Credit Information Reporting Directions mandate that Credit Institutions submit credit data to CICs regularly, ideally fortnightly, with updates provided by the 7th calendar day of the subsequent reporting period. CICs must monitor submission timelines and report any delays to the RBI’s Department of Supervision every six months. The RBI also enforces strict provisions against the unauthorized use of credit information by third parties, including subsidiaries and affiliates of the entity holding the data. Further, CICs shall prepare and provide Data Quality Index (DQI) for Consumer, Commercial and Microfinance segments as given in Annex VIII, IX and X, respectively, for assessing the quality of data submissions by CIs to CICs and improving the same over a period of time. Industry-wide DQIs for consumer, commercial, and microfinance reporting segments must be computed as a weighted average of CI-level DQIs within each respective category, including NBFCs. Furthermore, CIs are required to conduct a half yearly review of DQIs across all reporting segments to enhance data accuracy and reliability in submissions to CICs. XVIII. Master Circular - Bank Finance to Non-Banking Financial Companies (NBFCs) dated April 01, 2025 (“Bank Finance Circular”) The Reserve Bank of India RBI issued guidelines through a master circular, numbered RBI/2025-26/15 DOR.CRE.REC.No.05/21.04.172/2025-26, dated 01 April 2025 ("Bank Finance Circular"), outlining the regulatory policy for banks financing Non-Banking Financial Companies NBFCs. These guidelines specifically prohibit banks from lending to NBFCs for certain activities, including (i) bill discounting or rediscounting, except when arising from the sale of commercial vehicles and two or three-wheelers, subject to certain conditions; (ii) unsecured loans or inter-corporate deposits by NBFCs to any company; (iii) investments by NBFCs, whether current or long-term, in any company; (iv) all types of loans and advances by NBFCs to their subsidiaries or group companies/entities; and (v) further lending to individuals for subscribing to an initial public offer or purchasing shares from the secondary market. The Bank Finance Circular also sets the following prudential ceilings for banks' exposure to NBFCs: i. Banks’ exposure to a single NBFC (excluding gold loan companies) is limited to 20 percent of their eligible capital base (Tier I capital). However, based on risk perception, banks may impose more stringent exposure limits for certain categories of NBFCs. Exposure to a group of connected NBFCs or counterparties with NBFCs in the group is capped at 25 percent of Tier I Capital. ii. The exposure of a bank to a single NBFC primarily engaged in lending against gold jewellery (where such loans comprise 50 percent or more of their financial assets) shall not exceed 7.5 percent of the bank’s capital funds (Tier I plus Tier II Capital). This ceiling may increase by 5 percent, up to 12.5 percent of the bank’s capital funds, if the additional exposure is for funds on-lent by such NBFCs to the infrastructure sector. iii. Banks should also consider setting internal limits for their aggregate exposure to all NBFCs. They should have an internal sub-limit for their aggregate exposure to all NBFCs with gold loans comprising 50 percent or more of their total financial assets. This sub-limit should fall within the overall internal limit set by the banks for their aggregate exposure to all NBFCs. 218XIX. Master Direction - Reserve Bank of India (Commercial Paper and Non-Convertible Debentures of original or initial maturity up to one year) Directions, 2024 dated January 03, 2024 The Reserve Bank of India, through its notification No. RBI/FMRD/2023-24/109 FMRD.DIRD.09/14.02.001/2023-24 dated 03 January 2024, has issued the Master Direction – Reserve Bank of India (Commercial Paper and Non-Convertible Debentures of original or initial maturity up to one year) Directions, 2024 "Commercial Paper Master Directions". This directive applies to all market participants dealing in commercial papers CPs and/or non-convertible debentures with an original or initial maturity of up to one year, and it will be effective from 01 April 2024. The Commercial Paper Master Directions consolidate and update the regulatory framework governing the issuance and conduct of commercial papers and the specified non-convertible debentures following a comprehensive review based on market feedback. Under these directions, commercial papers and non-convertible debentures must be issued in dematerialized form in minimum denominations of ₹ 0.05 crores and in multiples of ₹ 0.05 crore thereafter. Funds raised through these instruments are to be primarily used to finance current assets and operating expenses and must be disclosed in the offer letter for these instruments. The Commercial Paper Master Directions stipulate the eligibility criteria for issuers and investors, issuance and investment conditions, and reporting requirements for such issuances. The RBI emphasizes the need for issuers to adhere to specified standards, including minimum credit ratings, disclosure norms, and end-use restrictions, to enhance transparency and investor protection in these markets. Additionally, the directions outline the roles and responsibilities of intermediaries, including issuing and paying agents, debenture trustees, and credit rating agencies, to ensure compliance and maintain market integrity. XX. Master Direction - Reserve Bank of India (Securitization of Standard Assets) Directions, 2021 dated September 24, 2021 These directions are applicable to securitization transactions undertaken subsequent to the issue of these directions. These are applicable to all transactions involving securitization of standard assets involving, among others, Scheduled Commercial Banks, All India Term Financial Institutions, Small Finance Banks and Non-Banking Financial Companies (NBFCs). The directions provide a negative list i.e., list of the assets that cannot be securitized. The directions specify a minimum ticket size of ₹1.00 crore for issuance of securitization notes. In the directions, RBI has the Minimum Retention Requirement (MRR) for different asset classes. For underlying loans with original maturity of 24 months or less, the MRR will be 5 per cent of the book value of the loans being securitized. For those with original maturity of more than 24 months as well as loans with bullet repayments, the MRR shall be 10 per cent of the book value of the loans being securitized. In the case of residential mortgage-backed securities, the MRR for the originator shall be 5 per cent of the book value of the loans being securitized, irrespective of the original maturity. XXI. Master Direction – Reserve Bank of India (Transfer of Loan Exposures) Directions, 2021 dated September 24, 2021 These directions are applicable to various lending entities, including scheduled commercial banks, co-operative banks, and all NBFCs and HFCs. The directions are a comprehensive, self-contained set of regulatory guidelines that govern the transfer of loan exposures. Under this direction, a lender is required to have in place a board approved policy for transfer and acquisition of loan exposures. It lays down separate norms for transfer of loans which are not in default and the ones which are stressed in nature. XXII. Reserve Bank of India (Investment in AIF) Directions, 2025 dated July 29, 2025 (“AIF Directions”). The AIF Directions shall come into force from January 1, 2026, or from any earlier date as decided by a regulated entity (RE) as per its internal policy. The RBI through the AIF Directions has placed limits on investment by RE in schemes of AIFs. No RE shall individually contribute more than 10 per cent of the corpus of an AIF Scheme. Collective contribution by all REs in any AIF Scheme shall not be more than 20 per cent of the corpus of that scheme. If a RE contributes more than five per cent of the corpus of an AIF Scheme, which also has downstream investment (excluding equity instruments) in a debtor company of the RE, then the RE shall be required to make 100 per cent provision to the extent of its proportionate investment in the debtor company through the AIF Scheme, subject to a maximum of the direct loan and/ or investment exposure of the RE to the debtor company. Notwithstanding above, if a RE’s contribution is in the form of subordinated units, then it shall deduct the entire investment from its capital funds – proportionately from both Tier-1 and Tier-2 capital. XXIII. Insurance Regulatory and Development Authority of India (Registration of Corporate Agents) Regulations, 2015 (the “CA Regulations”) 219Corporate agents are granted a certificate of registration by the IRDAI in accordance with the CA Regulations for solicitation and servicing of insurance business of life, general and health insurers. A corporate agency registration is valid for a period of three years from the date of issuance, unless the same is suspended or cancelled by the IRDAI. The grant and renewal of a corporate agency registration is subject to the applicant meeting the eligibility criteria prescribed in the CA Regulations. The criteria includes (a) whether the applicant has the necessary infrastructure such as adequate office space, equipment and trained manpower on their rolls to effectively discharge its activities; (b) whether the principal officer, directors and other employees of the applicant have violated the code of conduct set out under the CA Regulations in the last three years; (c) whether any person, directly or indirectly, connected with the applicant has been refused in the past the grant of a licence/ registration by the IRDAI; and (d) whether the applicant, in case the principal business of the applicant is other than insurance, maintain an arms-length relationship in financial matters between its activities as corporate agent and other activities. Further, pursuant to the Insurance Regulatory and Development Authority of India (Insurance Intermediaries) (Amendment) Regulations, 2022, depending on the type of registration (i.e., general, life or health), a corporate agent is permitted to act as a corporate agent for a maximum of nine general, life or health insurers, as applicable. In the case of corporate agent (composite), the total number of arrangements with life, general and health insurers, shall not exceed twenty-seven at any point of time. XXIV. Insurance Regulatory and Development Authority of India Information and Cyber Security Guidelines, 2023 (“Cyber Security Guidelines”) In terms of the Cyber Security Guidelines, all regulated entities are mandated to establish and maintain an organisation structure for governance, implementation and monitoring of information security, comprising the board of directors, risk management committee and information security risk management committee. The ultimate responsibility for information security of an organisation vests with the board of directors of the regulated entity, in addition to receiving quarterly inputs on matters related to information security and approving its information and cyber security policy. XXV. Recovery of debts by NBFCs The Recovery of Debts due to Banks and Financial Institutions Act, 1993 (the “DRT Act”) The DRT Act provides for establishment of the Debts Recovery Tribunals (the “DRTs”) for expeditious adjudication and recovery of debts due to banks and public financial institutions or to a consortium of banks and public financial institutions. Under the DRT Act, the procedures for recovery of debt have been simplified and time frames have been fixed for speedy disposal of cases. The DRT Act lays down the rules for establishment of DRTs, procedure for making application to the DRTs, powers of the DRTs and modes of recovery of debts determined by DRTs. These include attachment and sale of movable and immovable property of the defendant, arrest of the defendant and his detention in prison and appointment of receiver for management of the movable or immovable properties of the defendant. The DRT Act also provides that a bank or public financial institution having a claim to recover its debt, may join an ongoing proceeding filed by some other bank or public financial institution, against its debtor, at any stage of the proceedings before the final order is passed, by making an application to the DRT. The Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (the “SARFAESI Act”) The SARFAESI Act regulates the securitization and reconstruction of financial assets of banks and financial institutions. The RBI has issued guidelines to banks and financial institutions on the process to be followed for sales of financial assets to asset reconstruction companies. These guidelines provide that a bank or a financial institution or an NBFC may sell financial assets to an asset reconstruction company provided the asset is a Non - Performing Asset (“NPA”). Securitisation Companies and Reconstruction Companies (“SCs/RCs”) are required to obtain, for the purpose of enforcement of security interest, the consent of secured creditors holding not less than 60 per cent of the amount outstanding to a borrower as against 75 per cent. While taking recourse to the sale of secured assets in terms of Section 13(4) of the SARFAESI Act, a SC/RC may itself acquire the secured assets, either for its own use or for resale, only if the sale is conducted through a public auction. As per the SARFAESI Amendment Act of 2004, the constitutional validity of which was upheld in a recent Supreme Court ruling, non-performing assets have been defined as an asset or account of a borrower, which has been classified by a bank or financial institution as sub-standard, doubtful or loss asset in accordance with directions or guidelines issued by the RBI. In case the bank or financial institution is regulated by a statutory body/authority, NPAs must be classified by such bank in accordance with guidelines issued by such regulatory authority. The RBI has issued guidelines on classification of assets as NPAs. Further, these assets are to be sold on a “without recourse” basis only. The SARFAESI 220Act provides for the acquisition of financial assets by Securitization Company or Reconstruction Company from any bank or financial institution on such terms and conditions as may be agreed upon between them. A securitization company or reconstruction company having regard to the guidelines framed by the RBI may, for the purposes of asset reconstruction, provide for measures such as the proper management of the business of the borrower by change in or takeover of the management of the business of the borrower, the sale or lease of a part or whole of the business of the borrower and certain other measures such as rescheduling of payment of debts payable by the borrower; enforcement of security. Additionally, under the provisions of the SARFAESI Act, any securitisation company or reconstruction company may act as an agent for any bank or financial institution for the purpose of recovering its dues from the borrower on payment of such fee or charges as may be mutually agreed between the parties. Various provisions of the SARFAESI Act have been amended by the Enforcement of Security Interest and Recovery of Debt Laws and Miscellaneous Provisions (Amendment) Act, 2016 as also the Insolvency and Bankruptcy Code, 2016 (which amended S.13 of SARFAESI). As per this amendment, the Adjudicating Authority under the Insolvency and Bankruptcy Code, 2016 shall by order declare moratorium for prohibiting inter alia any action to foreclose, recover or enforce any security interest created by the corporate debtor in respect of its property including any action under the SARFAESI Act. Further, in accordance with Ministry of Finance notification no. S.O. 856(E) dated February 24, 2020, the eligibility limit for to enforcement of security interest with respect to secured debt recovery by NBFCs (having assets worth ₹ 100 crore and above) has been reduced from ₹ 1 crore to ₹ 0.50 crore. Insolvency and Bankruptcy Code, 2016 (the “Bankruptcy Code”) The Bankruptcy Code was notified on August 5, 2016. The Bankruptcy Code offers a uniform and comprehensive insolvency legislation encompassing all companies, partnerships and individuals (other than financial firms). It allows creditors to assess the viability of a debtor as a business decision and agree upon a plan for its revival or a speedy liquidation. The Bankruptcy Code creates a new institutional framework, consisting of a regulator, insolvency professionals, information utilities and adjudicatory mechanisms, which will facilitate a formal and time-bound insolvency resolution and liquidation process. Prudential Framework for Resolution of Stressed Assets RBI vide its circular dated June 7, 2019, laid down the Prudential Framework for Resolution of Stressed Assets whereby prescribing the regulatory approach for resolution of stressed assets interalia by: (i) early recognition and reporting of default by banks, financial institutions and NBFCs in respect of large borrowers; (ii) Affording complete discretion to lenders with regard to design and implementation of resolution plans, in supersession of earlier resolution schemes (S4A, SDR, 5/25 etc.), subject to the specified timeline and independent credit evaluation; (iii) Laying down a system of disincentives in the form of additional provisioning for delay in implementation of resolution plan or initiation of insolvency proceedings; (iv) Withdrawal of asset classification dispensations on restructuring. Future upgrades to be contingent on a meaningful demonstration of satisfactory performance for a reasonable period; and (v) Requiring the mandatory signing of an inter-creditor agreement (ICA) by all lenders, which will provide for a majority decision making criteria. MCA vide notification dated November 15, 2019, issued the Insolvency and Bankruptcy (Insolvency and Liquidation Proceedings of Financial Service Providers and Application to Adjudicating Authority) Rules, 2019 (“FSP Rules”) interalia governing the corporate insolvency resolution process and liquidation process of Financial Service Providers (“FSPs”) under the Bankruptcy Code. The issuance of the FSP Rules has made viable and unified resolution process accessible for the FSPs and their creditors with some procedural differences. XXVI. Other Applicable Laws In addition to the above, we are required to comply with the Companies Act, regulations notified by the SEBI, IRDAI, labour laws, various tax-related legislations, intellectual property related legislations and other applicable laws, in the ordinary course of our day-to-day operations. Companies Act, 2013 The Companies Act, 2013 (“Companies Act”) has been notified by the Government of India on August 30, 2013 (the “Notification”). Under the Notification, Section 1 of the Companies Act has come into effect and the remaining provisions of the Companies Act have and shall come into force on such dates as the Central Government has notified 221and shall notify. Section 1 of the Companies Act deals with the commencement and application of the Companies Act and among others sets out the types of companies to which the Companies Act applies. The Companies Act provides for, among other things, changes to the regulatory framework governing the issue of capital by companies, corporate governance, audit procedures, corporate social responsibility, requirements for independent directors, director’s liability, class action suits, and the inclusion of women directors on the boards of companies. The Companies Act is complemented by a set of rules that set out the procedure for compliance with the substantive provisions of the Companies Act. As mentioned above, certain provisions of the Companies Act, 2013 have already come into force and the rest shall follow in due course. Under the Companies Act every company having net worth of ₹500.00 crores or more, or turnover of ₹1,000.00 crores or more or a net profit of ₹5 crores or more during the immediately preceding financial year shall constitute a corporate social responsibility committee. Further, the board of every such company shall ensure that the company spends, in every financial year, at least two percent of the average net profits of the company made during the three immediately preceding financial years in pursuance of its corporate social responsibility policy. SEBI Regulations The Securities and Exchange Board of India ("SEBI") governs listed entities pursuant to the powers granted to it under the Securities and Exchange Board of India Act, 1992 as amended from time to time. In pursuance of these powers, SEBI prescribes regulations with respect to listed entities, ensuring high standards of investor safety and corporate governance. SEBI (Listing Obligations and Disclosure Requirements), 2015, as amended from time to time, list out the continuous disclosure obligations of a listed entity for securing transparency in process and ethical capital market dealings. SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (“SEBI NCS Regulations”) The Securities and Exchange Board of India, on August 9, 2021, notified the SEBI NCS Regulations, thereby merging the SEBI (Issue and Listing of Debt Securities) Regulations (“SEBI Debt Regulations”) and the SEBI (Non-Convertible Redeemable Preference Shares) Regulations, 2013 (“NCRPS Regulations”) into a single regulation. The proposal to merge the two regulations was first introduced by way of a consultation paper released on May 19, 2021, which sought to align the extant regulations with the provisions of the Companies Act 2013, and incorporate the enhanced obligations of debenture trustees, informal guidances and provisions of circulars issued by SEBI. The SEBI NCS Regulations came into force from the seventh day of their notification in the gazette, i.e. from August 16, 2021. The SEBI Debt Regulations and the NCRPS Regulations stand repealed from this date. The SEBI NCS Regulations have aligned the extant regulations with the provisions of the Companies Act 2013, and incorporate the enhanced obligations of debenture trustees, informal guidance and provisions of circulars issued by SEBI. The SEBI NCS Regulations apply to: (i) the issuance and listing of debt securities and non-convertible redeemable preference shares (NCRPS) by an issuer by way of public issuance; (ii) issuance and listing of non-convertible securities by an issuer issued on private placement basis which are proposed to be listed; and (iii) listing of commercial paper issued by an issuer in compliance with the guidelines framed by the RBI. In addition to collating the existing provisions of the erstwhile regulations, the SEBI NCS Regulations, also provide for, change in disclosure requirements for financial and other information from past five years to three years; parameters for identification of risk factors; removal of restriction of four issuances in a year through a single shelf prospectus; and filing of shelf prospectus post curing of defaults. Recently, this Regulation has been amended to add an oversight over the companies with listed NCDs willing to undergo Scheme of Arrangement. SEBI master circular for issue and listing of Non-Convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper dated May 22, 2024, as updated (“SEBI NCS Master Circular”). Following the SEBI’s notification of the SEBI NCS Regulations, to merge the SEBI Debt Regulations and the NCRPS Regulations into a single regulation, SEBI had issued the SEBI master circular bearing reference no. SEBI/HO/DDHS/P/CIR/2021/613 and dated August 10, 2021 which was further amended by circular number SEBI/HO/DDHS/P/CIR/2021/0692 dated December 17, 2021, circular number SEBI/HO/DDHS/P/CIR/2022/0028 dated March 8, 2022, circular number SEBI/HO/DDHS/P/CIR/2021/031 dated March 22, 2022, circular number SEBI/HO/DDHS/P/CIR/2021/613 dated April 13, 2022 and circular number SEBI/HO/DDHS/ DDHS_Div1/P/CIR/2022/00152 dated November 10, 2022 and circular number SEBI/HO/DDHS/PoD1/P/CIR/2023/119 dated July 7, 2023. To consolidate all the updations and enable the stakeholders 222to access all the applicable circulars or directions at one place, the SEBI incorporated all the provisions in the circulars issued till May 21, 2024 in the SEBI NCS Master Circular. Since the notification of the SEBI Debt Regulations and the NCRPS Regulations, SEBI had issued multiple circulars covering the procedural and operational aspects of the substantive law in these regulations. Therefore, the process of merging these regulations into the SEBI NCS Regulations also entails consolidation of the related existing circulars into a single SEBI NCS Master Circular, in alignment with the NCS Regulations. The stipulations contained in such circulars have been detailed chapter-wise in the SEBI NCS Master Circular. Accordingly, the circulars listed at Annex - 1 of the SEBI NCS Master Circular, stand superseded by the SEBI NCS Master Circular. With respect to the directions or other guidance issued by the SEBI, as specifically applicable for non-convertible securities, securitized debt instruments, security receipts, municipal debt securities and commercial paper, the same shall continue to remain in force in addition to the provisions of any other law for the time being in force. Laws relating to employment Shops and Establishments legislation in various states The provisions of various shops and establishments legislation, as applicable, regulate the conditions of work and employment in shops and commercial establishments and generally prescribe obligations in respect of inter alia registration, opening and closing hours, daily and weekly working hours, holidays, leave, health, termination of services and safety measures and wages for overtime work. Labour laws Our Company is subject to various labour laws that regulate the conditions of work and employment, work hours, safety, protection, working condition, employment terms and welfare of laborers and/or employees. Our Company is, inter alia, subject to the applicable shops and establishments legislations, the Employees State Insurance Act, 1948, the Employees (Provident Fund and Miscellaneous Provisions) Act, 1952, the Payment of Gratuity Act, 1972, the Minimum Wages Act, 1948, the Payment of Wages Act, 1936, the Payment of Bonus Act, 1965, the Maternity Benefit Act, 1961, the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Equal Remuneration Act, 1976. The Ministry of Labour and Employment has introduced four labour codes, namely, The Industrial Relations Code, 2020, Wages Code, 2020, Occupational Safety, Health and Working Conditions Code, 2020, and Social Security Code. The Social Security Code, 2020 has been passed in the both house of the parliament and received the Presidential assent but it is yet to be enforced, once enforced, it shall subsume Employee State Insurance Act, 1948, Employees (Provident Fund and Miscellaneous Provisions) Act, 1952, and the Payment of Gratuity Act, 1972. Similarly, Code on Wages, 2019 has received presidential assent, if enforced would subsume the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965, the Equal Remuneration Act, 1976. Laws relating to intellectual property The Trade Marks Act, 1999, Patents Act, 1970 and the Indian Copyright Act, 1957 inter alia govern the law in relation to intellectual property, including brand names, trade names and service marks and research works. In addition to the above, our Company is required to comply with the provisions of the Companies Act, 2013, the Foreign Exchange Management Act, 1999, various tax related legislation and other applicable statutes. Legislative Framework for Data Protection The Digital Personal Data Protection Act, 2023 (“DPDP Act”) The DPDP Act, enacted on August 9, 2023, and notified on August 11, 2023, aims to balance individuals' right to data protection with the need for lawful processing of personal data. The Act applies to data fiduciaries, who determine the purpose and means of processing personal data, and mandates the provision of an itemized notice to data principals in clear and plain language, detailing the personal data collected and the purpose of processing. Under the DPDP Act, personal data may only be processed for lawful purposes with the explicit consent of the data principal, which can be withdrawn at any time. Before obtaining consent, fiduciaries must issue a detailed notice outlining the scope of data collection and processing. The Act grants data principals the right to: (i) Access information on data processing; 223(ii) Request correction and erasure of personal data; and (iii) Nominate another individual to exercise their rights in case of death or incapacity. Data principals must also adhere to certain duties, including refraining from: (i) Registering false or frivolous complaints; and (ii) Providing false particulars or impersonating others. The Act further imposes obligations on data fiduciaries, requiring them to: (i) Ensure accuracy, completeness, and consistency of processed data; (ii) Implement reasonable security safeguards to prevent data breaches; (iii) Notify the Data Protection Board of India and affected individuals in the event of a breach; and (iv) Erase personal data upon withdrawal of consent or once the purpose of processing is no longer relevant, whichever is earlier. Miscellaneous Foreign Investments in ICCs Foreign investment in our Company is governed primarily by the FEMA, the rules made thereunder, read with the Consolidated FDI Policy and the SEBI (Foreign Portfolio Investors) Regulations, 2019, as amended. Up to 100% foreign investment under the automatic route is currently permitted in “Other Financial Services”, which refers to financial services activities regulated by financial sector regulators, subject to conditions specified by the concerned regulator (in our case, IRDAI and RBI), if any. 224SECTION V: FINANCIAL INFORMATION FINANCIAL STATEMENTS S.No. Particulars Page No. 1. Unaudited Consolidated Financial Results for the quarter ended June 30, 2025 F-1 2. Unaudited Standalone Financial Results for the quarter ended June 30, 2025 F-8 3. Audited Consolidated Financial Statement as at and for Fiscal ended March 31, 2025 F-18 4. Audited Standalone Financial Statement as at and for Fiscal ended March 31, 2025 F-148 5. Audited Consolidated Financial Statement as at and for Fiscal ended March 31, 2024 F-272 6. Audited Standalone Financial Statement as at and for Fiscal ended March 31, 2024 F-400 7. Audited Consolidated Financial Statement as at and for Fiscal ended March 31, 2023 F-519 8. Audited Standalone Financial Statement as at and for Fiscal ended March 31, 2023 F-627 225Nangia & Co LLP M Verma & Associates Chartered Accountants Chartered Accountants 4th Floor, Iconic Tower, Urmi Estate, 1209, Hemkunt Chambers, Ganpatrao Kadam Marg, Lower Parel (West), 89, Nehru Place, Mumbai - 400013 New Delhi - 110019 Independent Auditor’s Review Report on unaudited consolidated financial results of Sammaan Capital Limited (formerly Indiabulls Housing Finance Limited) for the quarter ended June 30, 2025 pursuant to the Regulation 33 and 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. To The Board of Directors Sammaan Capital Limited (formerly Indiabulls Housing Finance Limited) 1. We have reviewed the accompanying statement of unaudited consolidated financial results of Sammaan Capital Limited (formerly Indiabulls Housing Finance Limited) (“the Holding Company”), its subsidiaries and trust (the Holding Company, its subsidiaries and trust are together referred to as “the Group”) for the quarter ended June 30, 2025 together with the notes thereon (the “Statement”) attached herewith pursuant to the requirements of Regulation 33 and 52 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (“the Regulations”). 2. This Statement, which is the responsibility of the Holding Company's Management and approved by the Holding Company’s Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 (“Ind AS 34”) “Interim Financial Reporting” prescribed under section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 and 52 of the Regulations. The Statement has been approved by the Holding Company’s Board of Directors. Our responsibility is to express a conclusion on the Statement based on our review. 3. Scope of review We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. We also performed procedures in accordance with the Circular No. CIR/CFD/CMD1/44/2019 dated March 19, 2019 issued by Securities and Exchange Board of India under Regulation 33(8) of the Listing Regulations, to the extent applicable. 4. The Statement includes the results of the subsidiaries and trust as per Annexure A. 5. Conclusion Based on our review conducted as above and based on the consideration of the review report of other auditors referred to in para 6 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in Ind AS 34 “Interim Financial Reporting” prescribed under section 133 of Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Regulations, including the manner in which it is to be disclosed or that it contains material misstatement. F - 1Nangia & Co LLP M Verma & Associates Chartered Accountants Chartered Accountants 4th Floor, Iconic Tower, Urmi Estate, 1209, Hemkunt Chambers, Ganpatrao Kadam Marg, Lower Parel (West), 89, Nehru Place, Mumbai - 400013 New Delhi - 110019 6. Other Matters The accompanying Statement includes unaudited interim financial results and other financial information in respect of: · 9 subsidiaries and a trust, whose unaudited interim financial results include total revenues of Rs. 258.00 crores, total net profit after tax of Rs. 35.95 crores and total comprehensive income of Rs. 2.77 crores, for the quarter ended June 30, 2025, as considered in the Statement which have been reviewed by their respective independent auditors. The independent auditor's reports on interim financial results / financial information of these entities have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures in respect of these subsidiaries and trust is based solely on the report of such auditors and procedures performed by us as stated in para 3 above. Our conclusion on the Statement in respect of matters stated above are not modified with respect to our reliance on the work done and the reports of the other auditors. · The comparative financial information of the Group for quarter ended June 30, 2024 were reviewed by predecessor joint statutory auditors of the Group who expressed an unmodified conclusion on those consolidated financial results vide their report dated August 13, 2024. Accordingly, we do not express any conclusion, as the case may be, on the figures reported in the consolidated financial results for the quarter ended June 30, 2024. Our conclusion is not modified in respect of these matters. For Nangia & Co LLP For M Verma & Associates Chartered Accountants Chartered Accountants FRN: - 002391C/N500069 FRN: - 501433C JASPREET Digitally signed by JASPREET JASBIR MOHENDE Digitally signed by JASBIR SINGH BEDI MOHENDER GANDHI SINGH BEDI Date: 2025.08.13 R GANDHI Date: 2025.08.13 14:01:33 +05'30' 13:48:30 +05'30' Jaspreet Singh Bedi Mohender Gandhi Partner Partner Membership No.: 601788 Membership No.: 088396 UDIN: 25601788BMKSHM9666 UDIN: 25088396BMLKOS5583 Place: New Delhi Place: New Delhi Date: August 13, 2025 Date: August 13, 2025 F - 2Nangia & Co LLP M Verma & Associates Chartered Accountants Chartered Accountants 4th Floor, Iconic Tower, Urmi Estate, 1209, Hemkunt Chambers, Ganpatrao Kadam Marg, Lower Parel (West), 89, Nehru Place, Mumbai - 400013 New Delhi - 110019 Annexure A Sr. No Subsidiaries and trust 1 Sammaan Collection Agency Limited (formerly known as Indiabulls Collection Agency Limited) 2 Sammaan Sales Limited (formerly known as Ibulls Sales Limited) 3 Sammaan Insurance Advisors Limited (formerly known as Indiabulls Insurance Advisors Limited) 4 Sammaan Investmart Services Limited (formerly known as Nilgiri Investmart Services Limited) (Subsidiary of Sammaan Insurance Advisors Limited) 5 Indiabulls Capital Services Limited 6 Sammaan Finserve Limited (formerly known as Indiabulls Commercial Credit Limited) 7 Sammaan Advisory Services Limited (formerly known as Indiabulls Advisory Services Limited) 8 Indiabulls Asset Holding Company Limited 9 Sammaan Asset Management Limited (formerly known as Indiabulls Investment Management Limited) 10 Pragati Employee Welfare Trust (formerly known as Indiabulls Housing Finance Limited - Employee Welfare Trust) F - 3Sammaan Capital Limited (Formerly Indiabulls Housing Finance Limited) (CIN: L65922DL2005PLC136029) Consolidated Financial Results for the quarter ended June 30, 2025 Statement of Consolidated Unaudited Financial Results for the quarter ended June 30, 2025 (Rupees in Crores) Quarter ended Year ended S. Particulars 30 June 2025 31 March 2025 30 June 2024 31 March 2025 No. (Reviewed) (Reviewed) (Reviewed) (Audited) (Refer Note 5) 1 Revenue from operations (i) Interest Income (Refer Note 3) 1,563.64 1 ,494.62 1,688.99 7,179.68 (ii) Fees and commission Income 62.24 3 8.89 28.75 126.27 (iii) Net gain on fair value changes 42.05 3 82.00 40.85 535.60 (iv) Net gain on derecognition of financial instruments under amortised 732.40 1 91.92 448.08 781.78 cost category (Refer Note 4) Total Revenue from operations 2,400.33 2 ,107.43 2,206.67 8,623.33 2 Other Income 9.10 2 5.02 29.60 59.92 3 Total Income (1+2) 2,409.43 2 ,132.45 2,236.27 8,683.25 4 Expenses Finance costs 1,196.12 1 ,050.20 1,309.12 4,791.36 Impairment on financial instruments (net of recoveries / written back) 465.98 2 88.86 259.53 5,068.50 Employee benefits expenses 184.08 2 01.33 152.90 738.45 Depreciation and amortization 21.03 2 4.70 18.88 83.02 Other expenses 74.11 1 12.37 58.70 377.49 Total Expenses 1,941.32 1 ,677.46 1,799.13 11,058.82 5 Profit / (Loss) before tax (3-4) 468.11 4 54.99 437.14 (2,375.57) 6 Tax Expense Current tax Expense / (Credit) 5.39 (0.66) (2.59) (9.00) Deferred Tax Charge / (Credit) 128.42 1 31.61 112.97 (559.11) Total Tax Expense / (Credit) 133.81 1 30.95 110.38 (568.11) Profit / (Loss) for the period / year from continuing operations after 7 334.30 3 24.04 326.76 (1,807.46) tax (5-6) F - 4Sammaan Capital Limited (Formerly Indiabulls Housing Finance Limited) (CIN: L65922DL2005PLC136029) Consolidated Financial Results for the quarter ended June 30, 2025 Statement of Consolidated Unaudited Financial Results for the quarter ended June 30, 2025 (Rupees in Crores) Quarter ended Year ended S. Particulars 30 June 2025 31 March 2025 30 June 2024 31 March 2025 No. (Reviewed) (Reviewed) (Reviewed) (Audited) (Refer Note 5) 8 Loss for the period / year from discontinued operations - - - - 9 Tax expense for the period / year from discontinued operations - - - - Loss for the period / year from discontinued operations after tax (8- 10 - - - - 9) Profit / (Loss) for the period / year attributable to the Shareholders 11 334.30 3 24.04 326.76 (1,807.46) of the Company (7+10) 12 Other comprehensive income (1) Other comprehensive income from continuing operations A (i) Items that will not be reclassified to statement of profit or loss (a) Remeasurement (loss) / gain on defined benefit plan (0.02) (1.68) 0.30 (1.84) (b) (Loss) / Gain on equity instrument designated at FVOCI (115.75) (78.57) 140.36 158.18 (ii) Income tax impact on A above 23.16 3 2.80 (32.19) (21.33) B (i) Items that will be reclassified to statement of profit or loss (a) Effective portion of cash flow hedges (12.08) (109.98) (28.58) 16.32 (ii) Income tax impact on B above 3.04 2 7.68 7.19 (4.11) Total Other comprehensive (loss) / income from continuing operations (101.65) (129.75) 87.08 147.22 (2) Other comprehensive income from discontinued operations A (i) Items that will not be reclassified to statement of profit or loss (a) Remeasurement gain / (loss) on defined benefit plan - - - - (b) (Loss) / Gain on equity instrument designated at FVOCI - - - - (ii) Income tax impact on A above - - - - Total Other comprehensive income / (loss) from discontinued operations - - - - Total Other comprehensive (loss) / income (net of tax) (1)+(2) (101.65) (129.75) 87.08 147.22 F - 5Sammaan Capital Limited (Formerly Indiabulls Housing Finance Limited) (CIN: L65922DL2005PLC136029) Consolidated Financial Results for the quarter ended June 30, 2025 Statement of Consolidated Unaudited Financial Results for the quarter ended June 30, 2025 (Rupees in Crores) Quarter ended Year ended S. Particulars 30 June 2025 31 March 2025 30 June 2024 31 March 2025 No. (Reviewed) (Reviewed) (Reviewed) (Audited) (Refer Note 5) 13 Total comprehensive income / (loss) (after tax) (11+12) 232.65 1 94.29 413.84 (1,660.24) 14 Paid-up equity share capital (Face value of INR 2 each) 162.70 1 62.70 113.74 162.70 15 Other equity 21,659.75 16 Earnings per Share (EPS) (not annualised) (for continuing operations) -Basic (Amount in Rs.) 4 .10 4.11 5 .43 ( 26.70) -Diluted (Amount in Rs.) 4 .10 4.10 5 .41 ( 26.70) -Face Value (Amount in Rs.) 2 .00 2.00 2 .00 2 .00 Earnings per Share (EPS) (not annualised) (for discontinued operations) -Basic (Amount in Rs.) - - - - -Diluted (Amount in Rs.) - - - - -Face Value (Amount in Rs.) 2 .00 2.00 2 .00 2 .00 Earnings per Share (EPS) (not annualised) (for continuing and discontinued operations) -Basic (Amount in Rs.) 4 .10 4.11 5 .43 ( 26.70) -Diluted (Amount in Rs.) 4 .10 4.10 5 .41 ( 26.70) -Face Value (Amount in Rs.) 2 .00 2.00 2 .00 2 .00 F - 6Sammaan Capital Limited (Formerly Indiabulls Housing Finance Limited) (CIN: L65922DL2005PLC136029) Consolidated Financial Results for the quarter ended June 30, 2025 Notes to the Consolidated Financial Results: 1 The consolidated financial results have been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 – Interim Financial Reporting, notified under Section 133 of the Companies Act, 2013 ("the Act") read with Companies (Indian Accounting Standards)Rules2015,asamendedfromtimetotime,andotheraccountingprinciplesgenerallyacceptedinIndiaandincompliancewithRegulation33and Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 as amended from time to time. 2 The consolidated financial results of Sammaan Capital Limited (formerly known as Indiabulls Housing Finance Limited) ('SCL', 'the Company', 'the Holding Company'),itssubsidiariesandtrust(collectivelyreferredtoas'theGroup')forthequarterendedJune30,2025havebeenreviewedbytheAuditCommittee on August 13, 2025 and subsequently approved at the meeting of the Board of Directors held on August 13, 2025. The consolidated financial results have been subjected to a limited review by the Joint Statutory Auditors of the Company. 3 The interest income for the quarter ended June 30, 2025 and quarter and year ended March 31, 2025 includes significant overdue interest recovered from customers including written off / NPA cases. 4 The tenure estimateforassignment andco-lendingtransactions was changed from amarket/trend-based approach to an actual basis,is dulyapproved and includes a gain of Rs. 661.67 Crore recognised under Net Gain on Derecognition of Financial Instruments under amortised cost category. 5 The figures for the last quarter of the previous financial year are the balancing figures between audited figures in respect of the full financial year and the published year to date figures up to the end of third quarter of the previous financial year which were subjected to limited review by the Joint Statutory Auditors. 6 The Group is mainlyengagedin thefinanceandmortgage-backedlendingbusiness, andallother activities revolvearoundthismain businessoftheGroup. Further,allactivitiesareconductedwithinIndiaandassuchthereisnoseparatereportablesegment,aspertheIndAS108-"OperatingSegments"specified under Section 133 of the Act. 7 Figures for the prior year / period have been regrouped and / or reclassified wherever considered necessary. F - 7Nangia & Co LLP M Verma & Associates Chartered Accountants Chartered Accountants 4th Floor, Iconic Tower, Urmi Estate, 1209, Hemkunt Chambers, Ganpatrao Kadam Marg, Lower Parel (West), 89, Nehru Place, Mumbai - 400013 New Delhi - 110019 Independent Auditor’s Review Report on unaudited standalone financial results of Sammaan Capital Limited (formerly Indiabulls Housing Finance Limited) for the quarter ended June 30, 2025 pursuant to the Regulation 33 and 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. To The Board of Directors Sammaan Capital Limited (formerly Indiabulls Housing Finance Limited) 1. We have reviewed the accompanying statement of unaudited standalone financial results of Sammaan Capital Limited (formerly Indiabulls Housing Finance Limited) (“the Company”) for the quarter ended June 30, 2025 together with the notes thereon (the “Statement”) being submitted by the Company pursuant to the requirements of Regulation 33 and 52 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“the Regulations”). 2. This Statement, which is the responsibility of the Company's Management and approved by the Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 (“Ind AS 34”) “Interim Financial Reporting” prescribed under section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 and 52 of the Regulations. The Statement has been approved by the Company’s Board of Directors. Our responsibility is to express a conclusion on the Statement based on our review. 3. Scope of review We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. 4. Conclusion Based on our review conducted as above, nothing has come to our attention that cause us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in Ind AS 34 “Interim Financial Reporting” prescribed under section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Regulations, including the manner in which it is to be disclosed or that it contains material misstatement. 5. Other Matters The comparative financial information of the Company for quarter ended June 30, 2024 were reviewed by predecessor joint statutory auditors of the Company who expressed an unmodified conclusion on those standalone financial results vide their report dated August 13, 2024. Accordingly, we do not express any conclusion, as the case may be, on the figures reported in the standalone financial results for the quarter ended June 30, 2024. F - 8Nangia & Co LLP M Verma & Associates Chartered Accountants Chartered Accountants 4th Floor, Iconic Tower, Urmi Estate, 1209, Hemkunt Chambers, Ganpatrao Kadam Marg, Lower Parel (West), 89, Nehru Place, Mumbai - 400013 New Delhi - 110019 Our conclusion is not modified in respect of these matters. For Nangia & Co LLP For M Verma & Associates Chartered Accountants Chartered Accountants FRN: - 002391C/N500069 FRN: - 501433C JASPREET Digitally signed by MOHENDE Digitally signed by JASBIR J SA INS GPR HE BE ET D JA I SBIR MOHENDER GANDHI Date: 2025.08.13 R GANDHI Date: 2025.08.13 SINGH BEDI 14:00:42 +05'30' 13:50:12 +05'30' Jaspreet Singh Bedi Mohender Gandhi Partner Partner Membership No.: 601788 Membership No.: 088396 UDIN:25601788BMKSHL3935 UDIN: 25088396BMLKOR6786 Place: New Delhi Place: New Delhi Date: August 13, 2025 Date: August 13, 2025 F - 9Sammaan Capital Limited (Formerly Indiabulls Housing Finance Limited) (CIN: L65922DL2005PLC136029) Standalone Financial Results for the quarter ended June 30, 2025 Statement of Standalone Unaudited Financial Results for the quarter ended June 30, 2025 (Rupees in Crores) Quarter ended Year ended S. Particulars 30 June 2025 31 March 2025 30 June 2024 31 March 2025 No. (Reviewed) (Reviewed) (Reviewed) (Audited) (Refer Note 5) 1 Revenue from operations (i) Interest Income (Refer Note 3) 1,495.90 1,441.56 1,469.35 6,566.00 (ii) Fees and commission Income 53.26 28.23 23.32 98.74 (iii) Net gain on fair value changes 13.86 3 79.62 29.09 4 79.05 (iv) Net gain on derecognition of financial instruments under 628.85 30.52 380.77 4 66.61 amortised cost category (Refer Note 4) Total Revenue from operations 2,191.87 1,879.93 1,902.53 7,610.40 2 Other Income 8.33 25.21 31.04 60.74 3 Total Income (1+2) 2,200.20 1,905.14 1,933.57 7,671.14 4 Expenses Finance costs 1,132.09 9 70.98 1,200.27 4,409.60 Impairment on financial instruments (net of recoveries / 415.28 2 45.56 181.46 9 23.70 written back) Employee benefits expenses 157.48 169.72 143.63 662.06 Depreciation and amortization 18.69 22.90 18.19 78.70 Other expenses 65.04 91.21 51.09 3 23.30 Total Expenses 1,788.58 1,500.37 1,594.64 6,397.36 5 Profit before tax (3-4) 4 11.62 4 04.77 338.93 1,273.78 F - 10Sammaan Capital Limited (Formerly Indiabulls Housing Finance Limited) (CIN: L65922DL2005PLC136029) Standalone Financial Results for the quarter ended June 30, 2025 Statement of Standalone Unaudited Financial Results for the quarter ended June 30, 2025 (Rupees in Crores) Quarter ended Year ended S. Particulars 30 June 2025 31 March 2025 30 June 2024 31 March 2025 No. (Reviewed) (Reviewed) (Reviewed) (Audited) (Refer Note 5) 6 Tax Expense Current tax (Credit) / Expense - (3.99) ( 12.37) ( 16.36) Deferred Tax Charge 114.18 1 15.12 94.67 3 47.45 Total Tax Expense 114.18 1 11.13 82.30 3 31.09 7 Profit for the period / year (5-6) 2 97.44 2 93.64 256.63 9 42.69 8 Other comprehensive income A (i) Items that will not be reclassified to statement of profit or loss (a) Remeasurement (loss) / gain on defined benefit plan ( 0.04) (1.32) 0.71 1 .37 (b) (Loss) / Gain on equity instrument designated at FVOCI ( 77.01) ( 72.14) 64.25 28.61 (ii) Income tax impact on A above 17.63 18.40 ( 14.88) ( 5.33) B (i) Items that will be reclassified to statement of profit or loss (a) Effective portion of cash flow hedges ( 12.08) ( 109.98) ( 28.58) 16.32 (ii) Income tax impact on B above 3.04 27.68 7.19 ( 4.11) Total Other comprehensive (loss) / income (net of tax) ( 68.46) ( 137.36) 28.69 36.86 9 Total comprehensive income (after tax) (7+8) 228.98 1 56.28 285.32 9 79.55 10 Paid-up equity share capital (Face value of INR 2 each) 165.88 165.88 115.70 165.88 11 Other equity 22,626.55 12 Earnings per Share (EPS) (not annualised) -Basic (Amount in Rs.) 3.59 3 .80 4 .19 13.69 -Diluted (Amount in Rs.) 3.59 3 .80 4 .17 13.66 -Face Value (Amount in Rs.) 2.00 2 .00 2 .00 2 .00 F - 11Sammaan Capital Limited (Formerly Indiabulls Housing Finance Limited) (CIN: L65922DL2005PLC136029) Standalone Financial Results for the quarter ended June 30, 2025 Notes to the Standalone Financial Results: 1 The standalone financial results have been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 – Interim Financial Reporting, notified under Section 133 ofthe Companies Act, 2013 read with Companies (Indian AccountingStandards) Rules 2015, as amended from time to time, and other accounting principles generally accepted in India and in compliance with Regulation 33 and Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. 2 ThestandalonefinancialresultsofSammaanCapitalLimited(formerlyknownasIndiabullsHousingFinanceLimited)('SCL','theCompany')forthequarter endedJune30,2025havebeenreviewedbytheAuditCommitteeonAugust13,2025andsubsequentlyapprovedatthemeetingoftheBoardofDirectors held on August 13, 2025. The standalone financial results have been subjected to a limited review by the Joint Statutory Auditors of the Company. 3 TheinterestincomeforthequarterendedJune30,2025andquarterandyearendedMarch31,2025includessignificantoverdueinterestrecoveredfrom customers including written off / NPA cases. 4 Thetenureestimate for assignment andco-lendingtransactionswas changed from amarket/trend-based approachtoanactualbasis,isdulyapproved and includes a gain of Rs. 592.35 Crore recognised under Net Gain on Derecognition of Financial Instruments under amortised cost category. 5 Thefiguresforthelastquarterofthepreviousfinancialyeararethebalancingfiguresbetweenauditedfiguresinrespectofthefullfinancialyearandthe published year to date figures up to the end of third quarter of the previous financialyear whichwere subjected to limited reviewbythe Joint Statutory Auditors. 6 Disclosures pursuant to RBI Notification - RBI/DOR/2021-22/86 DOR.STR.REC 51/21.04.048/2021-22 dated 24 September 2021 (a) Details of transfer through assignment in respect of loans not in default during the quarter ended June 30, 2025 Quarter ended June 30, 2025 Entity Assignment Acquisition Count of Loan accounts Assigned* 2055 - Amount of Loan accounts Assigned (Rs. in crore) 7 05.06 - Retention of beneficial economic interest (MRR) (Rs. in crore) 1 40.24 - Weighted Average Maturity (Residual Maturity in months) 2 10.70 - Weighted Average Holding Period (in months) 5.12 - Coverage of tangible security coverage 1 .00 - Rating-wise distribution of rated loans Unrated - *Countofloansexcludes358loanaccounts whichpart ofpreviousassignmenttransactions andsubsequent tranche of the loans has been disbursed during the current quarter. F - 12Sammaan Capital Limited (Formerly Indiabulls Housing Finance Limited) (CIN: L65922DL2005PLC136029) Standalone Financial Results for the quarter ended June 30, 2025 (b) Details of stressed loans transferred during the quarter ended June 30, 2025 Quarter ended June 30, 2025 Number of accounts 118 Aggregate principal outstanding of loans transferred (Rs. in crore) 1,194.79 Weighted average residual tenor of the loans transferred (in 21 months) Net book value of loans transferred (at the time of transfer) (Rs. in 1,405 crore) Aggregate consideration (Rs. in crore) 1,012.33 Additional consideration realised in respect of accounts transferred - in earlier years Excess provisions reversed to the Profit and Loss Account on - account of sale *Apart from above, the Company has assigned write-off loans to ARCs for purchase consideration of Rs. 427.59 Crore during the quarter ended June 30, 2025. (c) The Company has not acquired any stressed loan during the quarter ended June 30, 2025. 7 There are no material deviations, if any, in the use of proceeds of issue of non convertible debt securities from the objects stated in the offer document. 8 The secured non-convertible debentures issued by the Company are fully secured by pari passu charge against Immovable Property / Other Financial AssetsandpoolofCurrentandFutureLoanReceivablesoftheCompany,includingInvestmentstotheextentasstatedintheInformationMemorandum/ OfferingDocuments/Prospectus.Further,theCompanyhasmaintainedsecuritycoverasstatedintheInformationMemorandum/OfferingDocuments/ Prospectus. F - 13Sammaan Capital Limited (Formerly Indiabulls Housing Finance Limited) (CIN: L65922DL2005PLC136029) Standalone Financial Results for the quarter ended June 30, 2025 9 TheCompany(SCL)anditssixwhollyownedSubsidiarycompanies,namelySammaanCollectionAgencyLimited(formerlyknownasIndiabullsCollection AgencyLimited),SammaanSalesLimited (formerlyknown as Ibulls SalesLimited), SammaanInsurance AdvisorsLimited (formerlyknown asIndiabulls Insurance Advisors Limited), Sammaan Investmart Services Limited (formerly known as Nilgiri Investmart Services Limited), Indiabulls Capital Services LimitedandSammaanAdvisoryServicesLimited(formerlyknownasIndiabullsAdvisoryServicesLimited)(collectively,the“TransferorCompanies”)have filed a first motion application dated September 16, 2024 (the “Application”) with National Companies LawTribunal, NewDelhi (the “NCLT, Delhi”), for merger of theTransferorCompanieswiththeCompany.TheNCLT, Delhihaspassedan orderallowingthe Application. TheNCLT, Delhivide itsorder dated January 27, 2025, has dispensed with the requirements of convening Equity Shareholders, Secured and Unsecured Creditors meetings of Subsidiaries(TransferorCompanies).However,ithasdirectedSCLtoconvenethemeetingsofitsEquityShareholders,SecuredandUnsecuredCreditors, through VideoConference,under the chairmanshipofNCLT appointed Chairman /Alternate Chairman. Accordingly,the Company has convened these meetingsonJune10,2025andEquityShareholders,SecuredandUnsecuredCreditorsoftheCompanyhadapprovedtheSchemewithrequisitemajority. The Company has on June 21, 2025 filed second motion application with Hon'ble NCLT. 10 TheCompanyismainlyengagedinthefinanceandmortgage-backedlendingbusiness,andallotheractivitiesrevolvearoundthismainbusinessofthe Company. Further, all activities are conducted within India and as such there is no separate reportable segment, as per the Ind AS 108 - "Operating Segments" specified under Section 133 of the Act. 11 Subsequent to the current quarter, the Securities Issuance and Investment Committee of the Board of Directors of the Company vide resolution dated August 01, 2025 approved and allotted 17,36,110 NCDs of face value of Rs.1,000 each, aggregating to Rs.173.61 Crores on public issue basis. 12 Duringthecurrentquarter,theSecuritiesIssuance andInvestment CommitteeoftheBoard ofDirectors ofthe Companyvide resolutiondated June19, 2025,approved and allotted 28,500 Secured,Rated, Listed, Taxable, Redeemable, FullyPaid-Up Non-Convertible Debentures of face value Rs. 1lakh each, aggregating to Rs. 285 Crores, on a private placement basis. 13 Subsequent to the current quarter, the Securities Issuance and Investment Committee of the Board of Directors of the Company vide resolution dated August04,2025,approvedandallotted5,000Secured,Rated,Listed,Taxable,Redeemable,FullyPaid-UpNon-ConvertibleDebenturesoffacevalueRs. 1 lakh each, aggregating to Rs. 50 Crores, on a private placement basis. 14 The Reserve Bank of India, under Scale Based Regulations (SBR) has categorised the Company in Upper Layer (NBFC-UL) vide its circular dated September 30, 2022 and vide press release reference 2024-2025/1939 dated January 16, 2025. F - 14Sammaan Capital Limited (Formerly Indiabulls Housing Finance Limited) (CIN: L65922DL2005PLC136029) Standalone Financial Results for the quarter ended June 30, 2025 15 Figures for the prior year / period have been regrouped and / or reclassified wherever considered necessary. Registered Office: A - 34, 2nd & 3rd Floor, Lajpat Nagar-II, New Delhi-110024 For and on behalf of the Board of Directors Gagan Digitally signed by Gagan Banga Banga Date: 2025.08.13 13:18:23 +05'30' Place : Mumbai Gagan Banga Date : August 13, 2025 Vice-Chairman, Managing Director & CEO F - 15Sammaan Capital Limited (Formerly Indiabulls Housing Finance Limited) (as standalone entity) (CIN: L65922DL2005PLC136029) A. Statement on deviation or variation for proceeds of Public issue, Rights issue, Preferential issue, Qualified Institutions Placement etc. – Copy attached B. Format for disclosing outstanding default on loans and debt securities S. No. Particulars in ₹ crore 1 Loans / revolving facilities like cash credit from banks / financial institutions A Total amount outstanding as on date 1 7,331.13 B Of the total amount outstanding, amount of default as on date - 2 Unlisted debt securities i.e. NCDs and NCRPS A Total amount outstanding as on date - B Of the total amount outstanding, amount of default as on date - 3 Total financial indebtedness of the listed entity including short-term and long-term debt 4 1,069.83 C. Format for disclosure of Related Party transactions (applicable only for half-yearly filings i.e., 2nd and 4th quarter) – Not applicable D. Statement on impact of audit qualifications (for Audit Report with modified opinion) submitted along-with Annual Audited financial results (Standalone and Consolidated separately) (applicable only for Annual Filing i.e., 4th Quarter) – Not applicable F - 16Sammaan Capital Limited (Formerly Indiabulls Housing Finance Limited) (CIN: L65922DL2005PLC136029) Standalone Financial Results for the quarter ended June 30, 2025 Additional Information in Compliance with the provisions of Regulation 52(4) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 Particulars As on June 30, 2025 1 Debt Equity Ratio 1.78 ((Debt Securities + Borrowings (Other than Debt Securities) + Subordinated liabilities) / Own Funds) 2 Debt Service Coverage Ratio Not Applicable, being an NBFC 3 Interest Service Coverage Ratio Not Applicable, being an NBFC 4 Outstanding Redeemable Preference Shares (quantity and value) N.A. 5 Capital Redemption Reserve (Rs. in Crores) 0.36 6 Debenture Redemption Reserve (Rs. in Crores) 146.39 7 Equity (Equity share capital + Other equity) (Rs. in Crores) 23,064.80 8 Net Profit after Tax (Rs. in Crores) 297.44 9 Earnings per Share (EPS) - Basic (Amount in Rs.) - not annualised 3.59 - Diluted (Amount in Rs.) - not annualised 3.59 1 0 Current Ratio Not Applicable, being an NBFC 1 1 Long term debt to working capital Not Applicable, being an NBFC 1 2 Bad debts to Account receivable ratio Not Applicable, being an NBFC 1 3 Current liability ratio Not Applicable, being an NBFC 1 4 Total debts to total assets (Debt Securities + Borrowings (Other than Debt Securities) + 0.59 Subordinated liabilities) / Total Assets 1 5 Debtors turnover Not Applicable, being an NBFC 1 6 Inventory turnover Not Applicable, being an NBFC 1 7 Operating Margin Not Applicable, being an NBFC 1 8 Net profit Margin (Profit after tax / Total Income) 13.52% 1 9 Other Ratios (not subjected to review) (A) % of Gross Non Performing Assets (Gross NPA / Loan Book) 2.07% (B) % of Net Non Performing Assets (Net NPA / Loan Book) 1.20% (C) Liquidity Coverage Ratio (%) for Q1 FY 26 280% (D) Capital to risk-weighted assets ratio (Calculated as per RBI guidelines) 29.17% F - 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744F - 745F - 746MATERIAL DEVELOPMENTS Other than as disclosed below and elsewhere in this Draft Shelf Prospectus, no other material developments have taken place in our Company since April 1, 2025 till the date of this Draft Shelf Prospectus, and there have arisen no circumstances/ events/ changes having implications that materially or adversely affect the operations, or financial condition or profitability or credit quality of the Company (e.g., any material regulatory proceedings against the Company, litigations resulting in material liabilities, corporate restructuring event etc.) or the value of its assets or its ability to pay its liabilities within the next 12 months except as stated in the section “Financial Information” on page 225: 1. The Securities Issuance and Investment Committee of the Board of Directors of our Company via resolution dated June 19, 2025 had approved the allotment of 28,500 secured, rated, listed, taxable, redeemable, fully paid-up non- convertible debentures of face value ₹ 1,00,000 each, aggregating to ₹ 285.00 crores, on a private placement basis. 2. The Securities Issuance and Investment Committee of our Company, in its meeting held on August 1, 2025 had approved the allotment of 17,36,110 non-convertible debentures for cash at par, aggregating to ₹ 173.61 crores on a public issue basis; 3. The Securities Issuance and Investment Committee of our Company via resolution dated August 4, 2025 had approved the allotment of 5,000 secured, rated, listed, taxable, redeemable, fully paid-up non-convertible debentures of face value ₹ 1,00,000 each, aggregating to ₹ 50.00 crores, on a private placement basis; 4. The Securities Issuance and Investment Committee of our Company via resolution dated August 14, 2025 had approved the allotment of 9,000 secured, rated, listed, taxable, redeemable, fully paid-up non-convertible debentures of face value ₹ 1,00,000 each, aggregating to Rs. 90.00 crores, on a private placement basis; and 5. The Securities Issuance and Investment Committee of the Board of Directors of our Company vide resolution dated August 28, 2025 had approved the allotment of U.S.$300,000,000 by allotment of Senior Secured Social Bonds due 2028 (the “Bonds”) in accordance with Regulation S/ Rule 144A of the U.S. Securities Act, 1933 and applicable Indian laws. Except as stated hereinabove, there has been no material increase in indebtedness incurred by our Company and no equity shares have been allotted by our Company since March 31, 2025. 226FINANCIAL INDEBTEDNESS Details of the outstanding borrowings of our Company on standalone basis as on June 30, 2025: S. No. Nature of Borrowing Amount (₹ in crore) 1. Secured Borrowings 36,923.30 2. Unsecured Borrowings* 4,146.54 Total 41,069.84 *includes lease liabilities. Standalone Amount (₹ in crore) Debt Securities 14,964.46 Borrowings (Other than Debt Securities) 22,351.26 Subordinated liabilities 3,754.12 Total 41,069.84 Set forth below, is a brief summary of the borrowings by our Company as on June 30, 2025, together with a brief description of certain significant terms of such financing arrangements. Secured Loan Facilities: Our Company’s secured borrowings on standalone basis as on June 30, 2025 amount to ₹ 36,923.30 crores. The details of the secured borrowings are set out below: Term Loans The total sanctioned amount of term loans availed from banks as on June 30, 2025 is ₹ 19,450.00 crores and the principal amount outstanding as on June 30, 2025 is ₹ 12,014.38 crores. The details of the term loans as of June 30, 2025 are set out below: 227Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) Each of the following events will attract penal charges as applicable, at rates circulated from time to time, over and above the normal interest applicable in the account: i. For the period of overdue Prepayment interest / Repayable in charges will be instalment in 16 quarterly NIL, if Term Loan respect of Term September 27, December instalments is prepaid on reset Loans. Crisil 1 Bank of India 250.00 218.75 216.95 Standard 2024 31, 2028 with date or ii. Delay in AA/Stable moratorium of prepayment done submission of 3 months subject to prior stock notice of 30 days. statements defined as number of days as per bank specific Policy. iii. Non- submission of Audited Balance Sheet within 6 months of closure of financial year. iv. Non- submission of review / renewal data at 228Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) least one month prior to due date. v. Non- obtention of External credit risk rating from agency approved by RBI. Each of the following events will attract penal charges as applicable, at rates circulated from time to time, over and above the Prepayment normal interest charges will be applicable in Repayable in NIL, if Term Loan the account: J u n e 3 0 , 20 equal is prepaid on reset i. For the period Crisil 2 Bank of India June 30, 2025 Standard 250.00 250.00 247.82 2030 quarterly date or of overdue AA/Stable installments prepayment done interest / subject to prior instalment in notice of 30 days. respect of Term Loans. ii. Delay in submission of stock statements defined as number of days as per bank specific Policy. iii. Non- 229Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) submission of Audited Balance Sheet within 6 months of closure of financial year. iv. Non- submission of review / renewal data at least one month prior to due date. v. Non- obtention of External credit risk rating from agency approved by RBI. vi. Breach of any financial covenant stipulated by bank Penal interest of 1% p.a. is applicable for The company is non compliance allowed to prepay 3 equal annual of terms of the facility instalments sanction, non- Bank of September 16, S e p t e m b e r without any Crisil 3 after a creation of Standard Maharashtra 2021 200.00 133.33 132.94 15, 2026 prepayment AA/Stable moratorium of security and charges by serving 24 months penal interest at a 30 days’ notice 1% is period. applicable in case of payment default. 230Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) Penal interest of 1% p.a. is applicable for The company is non compliance Principal to be allowed to prepay of terms of repaid in 20 the facility sanction, non- Bank of M a r c h 4 , equal quarterly without any Crisil 4 March 5, 2025 creation of Standard Maharashtra 200.00 190.00 188.47 2030 instalments of prepayment AA/Stable security and Rs. 10.00Crore charges by serving penal interest at . a 30 days’ notice 2% p.a. is period. applicable in case of payment default. No prepayment Penal interest at penalty will be the rate of 2% payable for over and above prepayments the normal rate 26 quarterly under the of interest for instalments following the period of after a circumstances 1) default in case M a r c h 8 , Crisil 5 Canara Bank March 8, 2023 moratorium of Prepayment of any Standard 200.00 146.10 144.93 2030 AA/Stable 6 months from happens under delay/default in date of first instance of lenders payment of disbursement 2) prepayment instalment of happen through interest/other internal accrual of monies on co.with 30 days respective due notice period date. Penal interest at The company is the rate of 2% allowed to prepay over and above the facility the normal rate without any J u n e 1 4 , 20 quarterly of interest for Crisil 6 Canara Bank June 14, 2023 prepayment Standard 250.00 150.00 148.39 2028 instalments the period of AA/Stable charges by serving default in case a 30 days’ notice of any period, failing delay/default in which penal payment of 231Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) interest of 2% instalment of shall be charged. interest/other monies on respective due date. Prepayment charges @ 2% of amount prepaid. Notwithstanding Penal interest the above, no @ 2% p.a. over prepayment and above the penalty will be normal rate of payable for interest on the prepayments total 20 equal under the outstanding quarterly following amount for the A u g 2 5 , instalments circumstances: 1) period of Crisil 7 Canara Bank Aug 25, 2023 Standard 250.00 162.50 160.78 2028 from date of Prepayment default in case AA/Stable first happens under of any disbursement instance of lender delay/default in 2) prepayment payment of happen through instalment of internal accrual of principal/intere Company [surplus st/other monies cash flow from on respective operations or sale due date. of fixed assets] with 30 days notice period Prepayment Penal interest charges @ 2% of @ 2% p.a. over 20 equal amount prepaid. and above the quarterly Notwithstanding normal rate of September 5, S e p t e m b e r instalments Crisil 8 Canara Bank the above, no interest on the Standard 2024 250.00 212.50 210.21 5, 2029 from date of AA/Stable prepayment total first penalty will be outstanding disbursement payable for amount for the prepayments period of 232Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) under the default in case following of any circumstances: 1) delay/default in Prepayment payment of happens under instalment of instance of lender principal/intere 2) prepayment st/other monies happen through on respective internal accrual of due date. Company [surplus cash flow from operations or sale of fixed assets] with 30 days notice period Prepayment charges @ 2% of amount prepaid. Penal interest Notwithstanding @ 2% p.a. over the above, no and above the prepayment normal rate of penalty will be interest on the payable for total 20 equal prepayments outstanding quarterly under the amount for the J u n e 3 0 , instalments following period of Crisil 9 Canara Bank June 17, 2025 Standard 250.00 250.00 247.30 2030 from date of circumstances: 1) default in case AA/Stable first Prepayment of any disbursement happens under delay/default in instance of lender payment of 2) prepayment instalment of happen through principal/intere internal accrual of st/other monies Company [surplus on respective cash flow from due date. operations or sale of fixed assets] 233Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) with 30 days notice period Penal interest at the rate of 2% The company is over and above allowed to prepay the normal rate the facility of interest for 26 quarterly without any the period of instalments prepayment default in case M a r c h 3 1 , Crisil 10 Canara Bank March 25, 2021 after a charges by serving of any Standard 500.00 211.54 208.88 2028 AA/Stable moratorium of a 30 days’ notice delay/default in 6 months period, failing payment of which penal instalment of interest of 2% interest/other shall be charged. monies on respective due date. Penal interest at the rate of 2% The company is over and above allowed to prepay the normal rate the facility of interest for 26 quarterly without any the period of instalments prepayment default in case J u n e 3 0 , Crisil 11 Canara Bank June 21, 2021 after a charges by serving of any Standard 500.00 230.77 227.88 2028 AA/Stable moratorium of a 30 days’ notice delay/default in 6 months period, failing payment of which penal instalment of interest of 2% interest/other shall be charged. monies on respective due date. The company is Penal interest of allowed to prepay 2% p.a. above Annual after a Central Bank September 11, S e p t e m b e r the facility the normal rate Crisil 12 moratorium of Standard of India 2018 400.00 134.00 133.67 11, 2025 without any of interest in AA/Stable 4 years prepayment case of default charges by serving in payment of 234Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) a 15 days’ notice interest and/or period. Otherwise, principal and 1% of amount non compliance prepaid. with covenants and terms and conditions of sanction. Penal interest at 1% p.a. in case of non creation/perfect ion of securities from date of 1st disbursement, default/delay in external credit rating, non submission or delay in submission of renewal data beyond 3 months from due date and not obtaining fresh credit rating within 3 months from expiration of external rating. The company is Penal interest of 36 quarterly allowed to prepay 1% p.a. with instalments at the facility monthly rests in Central Bank S e p t e m b e r month end, without any case of default Crisil 13 March 13, 2020 Standard of India 225.00 106.25 106.23 30, 2029 after a prepayment of terms of AA/Stable moratorium of charges by serving sanction, delay 6 months a 30 days’ notice in submission period. Otherwise, of renewal data 235Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) 1% of amount beyond 3 prepaid subject to months from maximum of 2% due date, non p.a. submission of audited financials. Penal interest of 2% p.a. with monthly rests in case of irregular portions including term loan. Penal interest of 1% p.a. with monthly rests in case of default of terms of The company is sanction, delay allowed to prepay in submission the facility of renewal data 36 quarterly without any beyond 3 instalments at prepayment months from Central Bank September 02, M a r c h 3 1 , month end, charges by serving Crisil 14 due date, non Standard of India 2020 75.00 39.58 39.58 2030 after a a 30 days’ notice AA/Stable submission of moratorium of period. Otherwise, audited 6 months 1% of amount financials. prepaid subject to Penal interest of maximum of 2% 2% p.a. with p.a. monthly rests in case of irregular portions including term loan. 19 quarterly The company is 1% p.a. with Central Bank September 22, S e p t e m b e r instalments at allowed to prepay monthly rests Crisil 15 Standard of India 2020 150.00 7.89 7.87 30, 2025 month end, the facility on default in AA/Stable after a without any observance of 236Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) moratorium of prepayment borrowing 3 months charges by serving covenants/term a 30 days’ notice s and conditions period. Otherwise, of sanction, on 1% of amount delayed prepaid subject to submission of maximum of 2% renewal data if p.a. period exceeds 3 months from due date, and on non- submission/del ayed submission of stock, book debts statements. 1% p.a. with monthly rests on default in The company is observance of allowed to prepay borrowing the facility covenants/term without any s and conditions prepayment of sanction, on Quarterly 26 charges by serving delayed instalments a 30 days’ notice submission of Central Bank September 30, S e p t e m b e r Crisil 16 after a period. renewal data if Standard of India 2021 100.00 50.00 48.23 30, 2028 AA/Stable moratorium of Otherwise, 1% per period exceeds 6 months annum will be 3 months from charged on the due date, on amount prepaid non- for the unexpired submission/del period, subject to ayed maximum 2%. submission of stock, book debts statements, on 237Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) non submission of audited financials, and any other eventuality/situ atuion to be decided by the bank. Penal interest of 2% p.a. in the event of default in payment of interest, principal amount or any other monies due on their respective due dates. 1% p.a. with monthly rests The company is on default in allowed to prepay observance of the facility borrowing without any covenants/term prepayment s and conditions Quarterly 26 charges by serving of sanction, on instalments a 30 days’ notice delayed Central Bank November 02, N o v e m b e r Crisil 17 with a period. Otherwise, submission of Standard of India 2021 480.00 258.46 258.46 28, 2028 AA/Stable moratorium of 1% per annum renewal data if 6 months will be charged on period exceeds the amount 3 months from prepaid for the due date, on unexpired period, non- subject to submission/del maximum 2%. ayed submission of stock, book 238Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) debts statements, on non submission of audited financials, and any other eventuality/situ atuion to be decided by the bank. Penal interest of 2% p.a. in the event of default in payment of interest, principal amount or any other monies due on their respective due dates. 1% p.a. with The company is monthly rests allowed to prepay on default in the facility observance of without any borrowing prepayment covenants/term Quarterly 26 charges by serving s and conditions instalments a 30 days’ notice of sanction, on Central Bank M a r c h 3 0 , Crisil 18 March 31, 2022 with a period. Otherwise, delayed Standard of India 120.00 69.24 69.24 2029 AA/Stable moratorium of 1% per annum submission of 6 months will be charged on renewal data if the amount period exceeds prepaid for the 3 months from unexpired period, due date, on subject to non- maximum 2%. submission/del ayed 239Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) submission of stock, book debts statements, on non submission of audited financials, and any other eventuality/situ atuion to be decided by the bank. Penal interest of 2% p.a. in the event of default in payment of interest, principal amount or any other monies due on their respective due dates. ₹ 41.00 Crore 1% p.a. with payable per monthly rests Waiver subject to month from on default in 30 days' notice Jan-2023 to observance of period being June 2023 and borrowing served by the balance covenants/term company failing payable in 26 s and conditions Central Bank December 29, D e c e m b e r which 1% p.a. Crisil 19 quarterly of sanction, on Standard of India 2022 635.00 269.00 266.78 31, 2029 prepayment AA/Stable installments delayed penalty on amount (25 equal submission of prepaid for quarterly renewal data if unexpired period installments of period exceeds subject to max 2% ₹ 15 cr Crore 3 months from to be levied each and 26th due date, on quarterly non- 240Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) installment of ₹ submission/del 14 cr) ayed submission of stock, book debts statements, on non submission of audited financials, and any other eventuality/situ atuion to be decided by the bank. Penal interest of 2% p.a. in the event of default in payment of interest, principal amount or any other monies due on their respective due dates. The Bank shall Waiver subject to charge penal 30 days' notice interest under period being following served by the circumstances: Rs. 17.86 company failing i) 2% pa. with Central Bank October 6, 2023/ S e p t e m b e r crores payable which 1% p.a. Crisil 20 monthly rests Standard of India December 8, 2023 500.00 375.00 372.95 30, 2030 in 28 quarterly prepayment AA/Stable on Default in instalments penalty on amount observance of prepaid for borrowing unexpired period covenants/term subject to max 2% s and conditions to be levied of the sanction. 241Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) ii) 1% p.a., with monthly rests on Delayed submission of renewal data, if period exceeds 2 (two) months from due date. iii) 1% p.a., with monthly rests on Non- submission /delayed submission of stock, book debts statements (Submitted after 20th of subsequent month or as allowed in sanction). iv) 2% p.a., with monthly rests on non submission of Audited financials on time, penal interest to be charged from 1st November till the date of submission. v) Any other eventuality/ situation to be 242Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) decided by the bank. vi) In the Event of Default in payment of interest, principal amount or any other monies due on their respective Due Dates to the Lender or any other Lender of the Borrower, the Borrower shall pay additional interest at the rate of 2% pa., as stipulated in the Sanction Letter of the Lender (“Additional Interest”) on the irregular portion for the period of such default. Waiver subject to The Bank shall 30 days' notice charge penal ₹ 20 crs period being interest under September 13, Central Bank S e p t e m b e r payable in 20 served by the following Crisil 21 2024/September Standard of India 400.00 340.00 338.19 30, 2029 quartely company failing circumstances: AA/Stable 21, 2024 installments which 1% p.a. i) 2% pa. with prepayment monthly rests penalty on amount on Default in 243Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) prepaid for observance of unexpired period borrowing subject to max 2% covenants/term to be levied s and conditions of the sanction. ii) 1% p.a., with monthly rests on Delayed submission of renewal data, if period exceeds 2 (two) months from due date. iii) 1% p.a., with monthly rests on Non- submission /delayed submission of stock, book debts statements (Submitted after 20th of subsequent month or as allowed in sanction). iv) 2% p.a., with monthly rests on non submission of Audited financials on time, penal interest to be charged from 1st November 244Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) till the date of submission. v) Any other eventuality/ situation to be decided by the bank. vi) In the Event of Default in payment of interest, principal amount or any other monies due on their respective Due Dates to the Lender or any other Lender of the Borrower, the Borrower shall pay additional interest at the rate of 2% pa., as stipulated in the Sanction Letter of the Lender (“Additional Interest”) on the irregular portion for the period of such default. Waiver subject to The Bank shall Central Bank J u n e 2 7 , Repayable in Crisil 22 June 27, 2025 30 days' notice charge penal Standard of India 200.00 200.00 198.91 2032 28 equal AA/Stable period being interest under 245Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) quarterly served by the following installments company failing circumstances: which 1% p.a. i) 2% pa. with prepayment monthly rests penalty on amount on Default in prepaid for observance of unexpired period borrowing subject to max 2% covenants/term to be levied s and conditions of the sanction. ii) 1% p.a., with monthly rests on Delayed submission of renewal data, if period exceeds 2 (two) months from due date. iii) 1% p.a., with monthly rests on Non- submission /delayed submission of stock, book debts statements (Submitted after 20th of subsequent month or as allowed in sanction). iv) 2% p.a., with monthly rests on non submission of Audited 246Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) financials on time, penal interest to be charged from 1st November till the date of submission. v) Any other eventuality/ situation to be decided by the bank. vi) In the Event of Default in payment of interest, principal amount or any other monies due on their respective Due Dates to the Lender or any other Lender of the Borrower, the Borrower shall pay additional interest at the rate of 2% pa., as stipulated in the Sanction Letter of the Lender (“Additional Interest”) on the irregular portion for the 247Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) period of such default. Foreclosure charges- 3& on Repayable in As per the the highest Dhanlaxmi J u n e 3 0 , 16 quarterly Annexure Crisil 23 June 30, 2025 principal o/s Standard Bank 50.00 50.00 49.73 2029 instalments of (schedule of AA/Stable amount in last 6 ₹ 3.125 crores charges) months to be considered The bank has the right to appoint one Nominee Director and/or Observer on the Board of the Company in case of an event of default The company is continues for 30 Moratorium of allowed to prepay days. The bank 12 months the facility after shall also have from date of obtaining prior the right to F e b r u a r y first approval from the Crisil 24 IDBI Bank March 31, 2022 convert, at its Standard 200.00 83.24 82.86 28, 2027 disbursement, bank. Pre- AA/Stable option the followed by 48 payment charges whole or part of equal monthly will be levied at the defaulted instalments 2% on the amount amount of the prepaid. Facility into fully paid-up equity shares of the Company, at pat as per the applicable RBI/SEBI guidelines/law, if the Company continues to be 248Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) in default for a period of 30 days or more from the due date of installment of principal amounts of the facility amount. In the event of default in payment of interest on the financial assistance and all other monies on respective due dates, such defaulted amount shall carry interest/further interest at the rate of 2% over and above the interest . The bank has The company is the right to Moratorium of allowed to prepay appoint one 12 months the facility after Nominee from date of obtaining prior Director and/or July 31, first approval from the Observer on the Crisil 25 IDBI Bank August 12, 2022 Standard 270.00 140.63 155.56 2027 disbursement, bank. Pre- Board of the AA/Stable followed by 48 payment charges Company in equal monthly will be levied at case of an event instalments 2% on the amount of default prepaid. continues for 30 days. The bank 249Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) shall also have the right to convert, at its option the whole or part of the defaulted amount of the Facility into fully paid-up equity shares of the Company, at pat as per the applicable RBI/SEBI guidelines/law, if the Company continues to be in default for a period of 30 days or more from the due date of installment of principal amounts of the facility amount. In the event of default in payment of interest on the financial assistance and all other monies on respective due dates, such defaulted amount shall carry 250Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) interest/further interest at the rate of 2% over and above the interest . The bank has the right to appoint one Nominee Director and/or Observer on the Board of the Company in case of an event of default continues for 30 days. The bank The company is shall also have Moratorium of allowed to prepay the right to 12 months the facility after convert, at its from date of obtaining prior option the July 31, first approval from the Crisil 26 IDBI Bank August 19, 2022 whole or part of Standard 30.00 15.63 2027 disbursement, bank. Pre- AA/Stable the defaulted followed by 48 payment charges amount of the equal monthly will be levied at Facility into instalments 2% on the amount fully paid-up prepaid. equity shares of the Company, at pat as per the applicable RBI/SEBI guidelines/law, if the Company continues to be in default for a period of 30 days or more from the due 251Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) date of installment of principal amounts of the facility amount. In the event of default in payment of interest on the financial assistance and all other monies on respective due dates, such defaulted amount shall carry interest/further interest at the rate of 2% over and above the interest . The bank has the right to appoint one The company is Nominee allowed to prepay Director and/or the facility after Observer on the Loan to be obtaining prior Board of the A p r i l 3 0 , repaid in 60 approval from the Company in Crisil 27 IDBI Bank April 26, 2023 Standard 200.00 113.33 112.72 2028 equal monthly bank. Pre- case of an event AA/Stable installments payment charges of default will be levied at continues for 30 2% on the amount days. The bank prepaid. shall also have the right to convert, at its option the 252Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) whole or part of the defaulted amount of the Facility into fully paid-up equity shares of the Company, at pat as per the applicable RBI/SEBI guidelines/law, if the Company continues to be in default for a period of 30 days or more from the due date of installment of principal amounts of the facility amount. In the event of default in payment of interest on the financial assistance and all other monies on respective due dates, such defaulted amount shall carry interest/further interest at the rate of 2% over 253Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) and above the interest . The bank has the right to appoint one Nominee Director and/or Observer on the Board of the Company in case of an event of default continues for 30 days. The bank shall also have The company is the right to allowed to prepay convert, at its Loan to be the facility after option the repaid in 60 obtaining prior whole or part of A p r i l 2 3 , equal monthly approval from the the defaulted Crisil 28 IDBI Bank April 23, 2024 Standard 200.00 153.33 152.09 2029 installments bank. Pre- amount of the AA/Stable from date of payment charges Facility into disbursement will be levied at fully paid-up 2% on the amount equity shares of prepaid. the Company, at pat as per the applicable RBI/SEBI guidelines/law, if the Company continues to be in default for a period of 30 days or more from the due date of installment of principal 254Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) amounts of the facility amount. In the event of default in payment of interest on the financial assistance and all other monies on respective due dates, such defaulted amount shall carry interest/further interest at the rate of 2% over and above the interest . The bank has the right to appoint one Nominee Director and/or The company is Observer on the allowed to prepay Loan to be Board of the the facility after repaid in 60 Company in obtaining prior equal monthly case of an event J u n e 2 9 , approval from the Crisil 29 IDBI Bank June 30, 2025 instalments of default Standard 200.00 200.00 198.37 2030 bank. Pre- AA/Stable from date of continues for 30 payment charges first days. The bank will be levied at disbursement shall also have 2% on the amount the right to prepaid. convert, at its option the whole or part of the defaulted amount of the 255Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) Facility into fully paid-up equity shares of the Company, at pat as per the applicable RBI/SEBI guidelines/law, if the Company continues to be in default for a period of 30 days or more from the due date of installment of principal amounts of the facility amount. In the event of default in payment of interest on the financial assistance and all other monies on respective due dates, such defaulted amount shall carry interest/further interest at the rate of 2% over and above the interest . 256Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) 2% plus applicable rate of interest due non payment of Loan to be interest/princip repaid in 12 al or any other quarterly Prepayment of the IDFC First J u n e 2 2 , amount on the Crisil 30 June 22, 2023 installments, facility not Standard Bank 100.00 33.33 33.16 2026 due date or AA/Stable Door to door permitted breach of terms tenure of 36 and conditions months under the facility agreement and sanction letter Penal interest at The company is the rate of up to 19 quarterly allowed to prepay 2% over and instalments at the facility above the M a y 1 1 , month end, without any normal rate of Crisil 31 Indian Bank May 11, 2021 Standard 500.00 84.21 84.02 2026 after a prepayment interest for the AA/Stable moratorium of charges by serving period of 3 months a 30 days’ notice default in case period. of any event of default. The company is Penal interest at allowed to prepay the rate of up to the facility Repayable in 8 2% over and without any quarterly above the prepayment J u n e 1 2 , installments normal rate of Crisil 32 Indian Bank March 13, 2024 charges by serving Standard 250.00 93.75 93.04 2026 without any interest for the AA/Stable a 30 days’ notice moratorium period of period and from periood default in case own of any event of sources/internal default. accruals. Repayment in The company is Penal interest at M a r c h 2 9 , Crisil 33 Indian Bank March 29, 2022 19 equal allowed to prepay the rate of up to Standard 275.00 101.32 101.09 2027 AA/Stable quarterly the facility 2% over and 257Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) instalments without any above the after prepayment normal rate of moratorium of charges by serving interest for the 3 months, a 30 days’ notice period of period. default in case of any event of default. Penal interest at the rate of up to Repayable in 2% over and 12 equal Prepayment above the quarterly charges for all A u g 3 1 , normal rate of Crisil 34 Indian Bank Aug 22, 2023 installments facilities will be Standard 100.00 41.67 41.36 2026 interest for the AA/Stable from date of applicable as per period of first guidelines default in case disbursement of any event of default. Penal interest at the rate of up to 2% of outstanding 2% over and balance/drawing above the Repayable in 6 limit (whichever September 12, M a r c h 1 1 , normal rate of Crisil 35 Indian Bank equal quarterly is higher) to be Standard 2024 250.00 125.00 124.05 2026 interest for the AA/Stable installments recovered as pre- period of payment charges, default in case if loan is prepaid of any event of default. Sanction of Penal interest of Repayment of waiver of pre- 2% p.a. above ₹ 14.47 crs will payment charges the interest rate be made in 18 for fresh term loan in case of Indian quarterly with option to pre- default in M a r c h 3 1 , Crisil 36 Overseas March 31, 2023 instalments and pay the term loan repayment of Standard 275.00 159.24 158.79 2028 AA/Stable Bank last instalment from internal principal (i.e. 19th) source at any point amount, being ₹ 14.54 of time with prior payment of crs notice of 30 days. interest and/or However, any other 258Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) prepayment amount as may penalty will be have become applicable if due. Penal prepaid with 12 charge at 2% months of p.a. on the disbursement. amount of default for default in repayment of loan instalments and/or servicing of interest or non- compliance of terms of sanction. Penal interest of 2% p.a. above the interest rate in case of default in repayment of principal Eight half amount, yearly payment of Indian instalments interest and/or September 28, M a r c h 2 8 , As per bank’s Crisil 37 Overseas after any other Standard 2021 150.00 37.50 37.43 2026 norms AA/Stable Bank moratorium amount as may period of 6 have become months due. Penal charge at 2% p.a. on the amount of default for default in repayment of loan 259Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) instalments and/or servicing of interest or non- compliance of terms of sanction. Waiver of pre- payment charges for fresh term loan with option to pre- pay the term loan from internal Penal payment Repayment of source at any point as per bank Indian ₹ 37.50 crs will F e b r u a r y of time with prior guidelines shall Crisil 38 Overseas February 28, 2024 be made in 20 Standard 750.00 562.50 558.01 28, 2029 notice of 30 days. be charged for AA/Stable Bank equal quarterly However, non- instalments prepayment compliance. penalty will be applicable if prepaid with 12 months of disbursement. Waiver of pre- payment charges for fresh term loan with option to pre- Repayable in pay the term loan Penal payment 12 equal from internal as per bank Indian A u g u s t 3 1 , quarterly source at any point guidelines shall Crisil 39 Overseas May 5, 2025 Standard 1,000.00 1,000.00 989.67 2028 installments of time with prior be charged for AA/Stable Bank without any notice of 30 days. non- moratorium However, compliance. prepayment penalty will be applicable if prepaid with 12 260Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) months of disbursement. Any breach of 1% Prepayment financial penalty is levied covenants shall with exception of trigger lenders voluntary right to levy 48 equal prepayment in full penal charges monthly or part thereof is upto 2% per installments permitted with a annum. Jana Small F e b r u a r y 3 , from 3rd of the Crisil 40 January 31, 2025 notice period of 30 Penal charges Standard Finance Bank 100.00 91.67 91.33 2029 month AA/Stable days on annual of 1% p.a. will following the basis from date of be levied if the month of disbursement with borrower fails disbursement a lock in period of to repay in 12 months from accordance date of with the disbursement. demand by lenders The rate of prepayment charges will be 2.5% p.a. (plus applicable taxes) In the event of and will be default,, penal chargeable from interest rate at Quarterly each instalment 2% p.a. (plus instalments of due separately for applicable D e c e m b e r ₹ 45 Crs each Crisil 41 NABARD January 17, 2025 the entire period taxes) will be Standard 500.00 455.00 454.91 31, 2027 from AA/Stable (minimum 6 charged on the 30.06.2025 to months) from date defaulted 31.12.2027 of prepayment to amount and for the date on which the period of instalment is default actually due for payment. The prepayment can only be initiated 261Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) after minimum notice of 3 working days 2% prepayment penalty with exception at every Default charges anniversary from of 24% p.a. will the disbursement be levied in of the loan, the Poonawalla EMI case of F e b r u a r y 5 , borrower shall Crisil 42 Fincorp January 31, 2025 repayment for nonpayment of Standard 100.00 93.09 92.69 2029 have a right to AA/Stable Limited 48 months due amount, prepay the entire breach of Outstanding financial Obligations, covenant. within 30 days from the end of such anniversary The company is 19 Quarterly allowed to prepay Penal payment instalments of the facility of 2% p.a. over Punjab and J a n u a r y 2 9 , Rs 10.53 cr without any and above the Crisil 43 January 29, 2022 Standard Sind Bank 200.00 73.64 73.47 2027 after prepayment normal rate on AA/Stable moratorium of charges by serving overdue 3months a 30 days’ notice portion. period. Waiver in Repayable in Penal payment prepayment 20 equal of 2% p.a. over charges if Punjab and M a r c h 2 6 , quarterly and above the Crisil 44 March 26, 2025 prepayment is Standard Sind Bank 300.00 285.00 282.68 2030 installments normal rate on AA/Stable made with prior w.e.f. overdue written notice of 30.06.2025 portion. 30 days Penal rate of 2% shall be Punjab Annual after a F e b r u a r y As per bank’s charged for Crisil 45 National February 25, 2019 moratorium of Standard 500.00 100.00 99.75 25, 2026 guidelines. delay in the AA/Stable Bank 2 years repayment of interest an/or 262Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) principal and for non compliance of terms and conditions. In case of default in payment of principal or interest the postponement, The company is if any, allowed allowed to prepay by the bank (the the facility by bank shall be serving a 30 days’ entitled at their notice, subject to absolute State Bank of March 30, 20 quarterly the consent of the discretion to Crisil 46 October 16, 2021 1,000.00 150.00 147.28 Standard India 2026 instalments Bank. The allow or AA/Stable company shall pay refuse), penal prepayment interest shall be premium at 2% of payable at 5% the amount being above the rate prepaid. of interest charged for loan on defaulted amount for defaulted period. The company is In case of allowed to prepay default in the facility by payment of April 16, 2024 serving a 30 days’ principal or State Bank of May 31, 2024 October 20, Quarterly Crisil 47 1,640.00 1,476.00 1,467.62 notice, subject to interest the Standard India July 11, 2024 2029 Instalments AA/Stable the consent of the postponement, August 7, 2024 Bank. The if any, allowed company shall pay by the bank (the prepayment bank shall be 263Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) premium at 2% of entitled at their the amount being absolute prepaid. discretion to allow or refuse), penal interest shall be payable at 5% above the rate of interest charged for loan on defaulted amount for defaulted period. In case there is any default in the payment of any of the instalments either of the 12 equal principal or quarterly interest instalments of Pre-payment mentioned Rs. 12.50 charges of 2.00% above, the Bank Crores each to + GST to be shall be entitled October 31, commence Crisil 48 UCO Bank October 26, 2023 150.00 75.00 74.28 recovered for to charge Standard 2026 after 3 months AA/Stable prepaid amount at interest at such from the date the time of closure other rates as of first of account may be notified disbursement to the Borrower with nil from time to moratorium time on the amount of such default from the date of default till payment or realisation. 264Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) In case there is any default in the payment of any of the instalments either of the principal or interest Quarterly Pre-payment mentioned instalment of charges of 2.00% above, the Bank Rs 10.00 crores + GST to be shall be entitled July 31, Crisil 49 UCO Bank July 31, 2024 200.00 170.00 168.22 each to recovered for to charge Standard 2029 AA/Stable commence prepaid amount at interest at such from 31-Oct- the time of closure other rates as 2024 of account may be notified to the Borrower from time to time on the amount of such default from the date of default till payment or realisation. In case there is Principal any default in amount to be the payment of repaid in 20 any of the equal quarterly Pre-payment instalments instalments of charges of 2.00% either of the ₹ 15.00 crores + GST to be principal or June 30, each to Crisil 50 UCO Bank June 27, 2025 300.00 300.00 296.74 recovered for interest Standard 2030 commence AA/Stable prepaid amount at mentioned after 3 months the time of closure above, the Bank from the date of account shall be entitled of first to charge disbursement interest at such with nil other rates as moratorium may be notified 265Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) to the Borrower from time to time on the amount of such default from the date of default till payment or realisation. Penal interest at the rate of up to 2% over and 20 quarterly 2% prepayment above the Union Bank March 30, instalments penalty on the normal rate of Crisil 51 March 30, 2021 500.00 75.00 74.72 Standard of India 2026 with nil outstanding interest for the AA/Stable moratorium amount. period of default in case of any event of default. Penal interest at the rate of up to 2% over and 20 quarterly 2% prepayment above the Union Bank September 18, September instalments penalty on the normal rate of Crisil 52 500.00 125.00 124.40 Standard of India 2021 18, 2026 with nil outstanding interest for the AA/Stable moratorium amount. period of default in case of any event of default. Penal rate as The company is may be fixed by Repayment in allowed to prepay bank shall be Union Bank 19 equal the facility charged for of India quarterly December 30, December without any default/delayde Crisil 53 (erstwhile 500.00 157.89 157.08 instalments Standard 2021 30, 2026 prepayment lay in the AA/Stable Andhra after charges by serving repayment of Bank) moratorium of a 30 days’ notice interest an/or 3 months period. principal and for non 266Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) compliance of terms and conditions. Penal interest at the rate of 1% over and above Monthly the normal rate instalment of 2% prepayment of interest Union Bank September 28, S e p t e m b e r Rs.9.17 crs penalty on the subject to Crisil 54 Standard of India 2023 550.00 357.50 353.61 30, 2028 payable on the outstanding maximum of AA/Stable last date of amount. 2% for the month period of default in case of any event of default. Penal interest at the rate of 1% over and above the normal rate Repayment in 2% prepayment of interest 60 monthly Union Bank M a r c h 3 1 , penalty on the subject to Crisil 55 March 30, 2024 installments Standard of India 500.00 375.00 370.92 2029 outstanding maximum of AA/Stable without amount. 2% for the moratorium period of default in case of any event of default. Penal interest at the rate of up to 2% over and Repayment in 2% prepayment above the 60 monthly Union Bank November 8, O c t o b e r 3 1 , penalty on the normal rate of Crisil 56 installments Standard of India 2024 325.00 281.67 278.58 2029 outstanding interest for the AA/Stable without amount. period of moratorium default in case of any event of default. 267Principal Principal Amount Amount Sanctioned outstanding, Asset S. Lender Date of outstanding Maturity Repayment Prepayment Credit Amount (₹ as on June Penalty Clause Classificatio No. Name Disbursement as on June Date Schedule Clause Rating in crores) 30, 2025 (as n 30, 2025 (₹ per Ind AS) in crores) (₹ in crores) Penal interest at the rate of 1% over and above the normal rate Repayment in 2% prepayment of interest 60 monthly Union Bank February penalty on the subject to Crisil 57 February 28, 2025 400.00 373.33 369.27 installments Standard of India 28, 2030 outstanding maximum of AA/Stable with NIL amount. 2% for the moratorium period of default in case of any event of default. Total 19,450.00 12,014.38 11,924.12 Note: Please see “—Security for the term loans” on page 269. 268Security for the term loans First pari passu charge on (i) all the current assets (including) investments of our Company, both present and future and (ii) all current and future loan assets of our Company and all monies receivable thereunder. The minimum security cover required to be maintained by our Company for secured loan facilities mentioned above ranges from 100% to 133%, excluding High Quality Liquid Assets (as defined in Liquidity Risk Management Framework for Non-Banking Financial Companies and Core Investment Companies, 2019, as amended from time to time (the “RBI LRM Framework”)). Events of Default under our Term Loans: Please see “—Events of Default under our Financing Arrangements” on page 319 of this Draft Shelf Prospectus. Working Capital Demand Loans and Cash Credit facilities from Banks: The total sanctioned amount of working capital demand loans and cash credit facility availed from banks as on June 30, 2025 is ₹ 4,915.00 crores, and the principal amount outstanding of working capital demand loans and cash credit facility as on June 30, 2025 is ₹ 3,166.00 crores. The details of the working capital demand loans and cash credit facilities as of June 30, 2025 are set out below: 269Principal Principal Amount Amount Sanctioned outstanding, Maturity S. Lender Date of outstanding Repayment Asset Facility Amount (₹ as on June Date Credit Rating No. Name Disbursement as on June Schedule Classification in crore) 30, 2025 (as 30, 2025 (₹ in per Ind AS) crores) (₹ in crores) Bank of Working Capital Crisil 1 25 25 NA Standard Baroda Demand Loan April 15, 2025 25 July 14, 2025 AA/Stable Working Capital November 26, Crisil 2 Canara Bank 80 80 NA Standard Demand Loan June 9, 2025 80 2025 AA/Stable Working Capital November 28, Crisil 3 Canara Bank 80 80 NA Standard Demand Loan June 9, 2025 80 2025 AA/Stable Working Capital December 2, Crisil 4 Canara Bank 80 80 NA Standard Demand Loan June 9, 2025 80 2025 AA/Stable Crisil 5 Canara Bank *Cash Credit NA - NA NA Standard 160 - AA/Stable Cash D e c e m b e r 1 0 , Q u a r t erly 6 Canara Bank Credit/Term December 10, 2020 58 Crisil Standard 500 58 2025 installment Loan AA/Stable Cash J a n u a r y 1 4 , Q u a rterly 7 Canara Bank Credit/Term January 14, 2022 204 Crisil Standard 500 204 2027 installment Loan AA/Stable Cash F e b r u a r y 2 7 , Q u a rterly 8 Canara Bank Credit/Term February 27/28, 2023 275 Crisil Standard 500 275 2028 installment Loan AA/Stable Central Working Capital O c t o b e r 3 0 , 9 Bank of October 31, 2024 40 NA Crisil Standard Demand Loan 40 40 2025 India AA/Stable Central 10 Bank of *Cash Credit NA 6 NA NA Crisil Standard 10 6 India AA/Stable Federal Working Capital Crisil 11 April 5, 2025 98 July 4, 2025 NA Standard Bank Demand Loan 100 98 AA/Stable Working Capital S e p t e m b e r 8 , Crisil 12 HDFC Bank 65 NA Standard Demand Loan March 12, 2025 65 65 2025 AA/Stable IDFC First Working Capital D e c e m b e r 2 1 , Crisil 13 24 NA Standard Bank Demand Loan June 24, 2025 24 24 2025 AA/Stable IDFC First Working Capital A u g u s t 1 6 , Crisil 14 36 NA Standard Bank Demand Loan February 17, 2025 36 36 2025 AA/Stable IDFC First Crisil 15 *Cash Credit NA NA NA Standard Bank 40 33 33 AA/Stable 270Principal Principal Amount Amount Sanctioned outstanding, Maturity S. Lender Date of outstanding Repayment Asset Facility Amount (₹ as on June Date Credit Rating No. Name Disbursement as on June Schedule Classification in crore) 30, 2025 (as 30, 2025 (₹ in per Ind AS) crores) (₹ in crores) Working Capital S e p t e m b e r 2 2 , Crisil 16 Indian Bank June 24, 2025 25 NA Standard Demand Loan 25 25 2025 AA/Stable Working Capital S e p t e m b e r 2 4 , Crisil 17 Indian Bank March 3, 2025 25 NA Standard Demand Loan 25 25 2025 AA/Stable Working Capital D e c e m b e r 2 3 , Crisil 18 Indian Bank March 3, 2025 25 NA Standard Demand Loan 25 25 2025 AA/Stable Working Capital Crisil 19 Indian Bank March 3, 2025 25 NA Standard Demand Loan 25 25 March 2, 2026 AA/Stable Working Capital S e p t e m b e r 2 6 , Crisil 20 Indian Bank June 2, 2025 13 NA Standard Demand Loan 13 13 2025 AA/Stable Working Capital D e c e m b e r 2 6 , Crisil 21 Indian Bank June 2, 2025 13 NA Standard Demand Loan 13 13 2025 AA/Stable Working Capital M a r c h 2 7 , Crisil 22 Indian Bank June 2, 2025 13 NA Standard Demand Loan 13 13 2026 AA/Stable Working Capital Crisil 23 Indian Bank June 2, 2025 13 June 1, 2026 NA Standard Demand Loan 13 13 AA/Stable Working Capital Crisil 24 Indian Bank June 2, 2025 1 June 1, 2026 NA Standard Demand Loan 1 1 AA/Stable Working Capital S e p t e m b e r 2 3 , Crisil 25 Indian Bank March 5, 2025 151 NA Standard Demand Loan 151 151 2025 AA/Stable Crisil 26 Indian Bank *Cash Credit NA 149 NA Standard 495 149 AA/Stable Indian 27 Overseas *Cash Credit NA NA NA Crisil Standard 5 Bank - - AA/Stable Indian Working Capital D e c e m b e r 2 9 , 28 Overseas July 2, 2025 20 NA Crisil Standard Demand Loan 20 20 2025 Bank AA/Stable Punjab and Working Capital Crisil 29 50 NA Standard Sind Bank Demand Loan January 20, 2025 50 50 July 18, 2025 AA/Stable Punjab Working Capital A u g u s t 6 , 30 National September 9, 2024 250 NA Crisil Standard Demand Loan 250 247.64 2025 Bank AA/Stable 271Principal Principal Amount Amount Sanctioned outstanding, Maturity S. Lender Date of outstanding Repayment Asset Facility Amount (₹ as on June Date Credit Rating No. Name Disbursement as on June Schedule Classification in crore) 30, 2025 (as 30, 2025 (₹ in per Ind AS) crores) (₹ in crores) Punjab Working Capital A u g u s t 7 , 31 National September 10, 2024 200 NA Crisil Standard Demand Loan 200 198.11 2025 Bank AA/Stable Punjab Working Capital A u g u s t 1 1 , 32 National September 11, 2024 250 NA Crisil Standard Demand Loan 250 247.64 2025 Bank AA/Stable Punjab Working Capital August 12, 33 National September 12, 2024 200 200 NA Crisil Standard Demand Loan 200 2025 Bank AA/Stable Punjab Working Capital A u g u s t 1 3 , 34 National September 13, 2024 240 NA Crisil Standard Demand Loan 240 237.74 2025 Bank AA/Stable Punjab Working Capital August 14, 35 National September 17, 2024 200 200 NA Crisil Standard Demand Loan 200 2025 Bank AA/Stable Punjab 36 National *Cash Credit NA 99 NA NA Crisil Standard 110 108 Bank AA/Stable Working Capital J a n u a r y 2 , Crisil 37 RBL Bank December 3, 2024 - NA Standard Demand Loan 50 - 2025 AA/Stable Working Capital J a n u a r y 3 , Crisil 38 RBL Bank December 6, 2024 - NA Standard Demand Loan 50 - 2025 AA/Stable Working Capital J a n u a r y 9 , Crisil 39 RBL Bank December 10, 2024 - NA Standard Demand Loan 50 - 2025 AA/Stable Working Capital J a n u a r y 2 2 , Crisil 40 RBL Bank December 23, 2024 - NA Standard Demand Loan 50 - 2025 AA/Stable Working Capital J a n u a r y 2 9 , Crisil 41 RBL Bank December 30, 2024 - NA Standard Demand Loan 50 - 2025 AA/Stable State Bank Crisil 42 *Cash Credit NA 10 NA NA Standard of India 10 39 AA/Stable Union Bank Working Capital O c t o b e r 2 7 , Crisil 43 May 16, 2025 25 NA Standard of India Demand Loan 25 25 2025 AA/Stable Working Capital Crisil 44 UCO Bank May 15, 2025 July 22, 2025 NA Standard Demand Loan 39 39 39 AA/Stable 272Principal Principal Amount Amount Sanctioned outstanding, Maturity S. Lender Date of outstanding Repayment Asset Facility Amount (₹ as on June Date Credit Rating No. Name Disbursement as on June Schedule Classification in crore) 30, 2025 (as 30, 2025 (₹ in per Ind AS) crores) (₹ in crores) Crisil 45 UCO Bank *Cash Credit NA 26 NA NA Standard 26 26 AA/Stable Total 4,915 3,166 3,195 - - - - * Cash Credit/OD balance has been considered as per bank balance as on June 30, 2025. Please see “—Security for the working capital demand loans and cash credit facilities” on page 274. 273Security for the working capital demand loans and cash credit facilities First pari passu charge on (i) all the current assets (including) investments of our Company, both present and future and (ii) all current and future loan assets of our Company and all monies receivable thereunder. The minimum security cover required to be maintained by our Company for secured loan facilities mentioned is 1.25 times excluding High Quality Liquid Assets (as defined in Liquidity Risk Management Framework for Non- Banking Financial Companies and Core Investment Companies, 2019, as amended from time to time). Events of Default under our working capital demand loans and cash credit facilities: Please see “—Events of Default under our Financing Arrangements” on page 319. Overdraft against Fixed Deposit (“ODFD”) Our Company has no ODFD outstanding as on June 30, 2025. Secured Non-Convertible Debentures Our Company has issued secured redeemable non-convertible debentures of which ₹ 12,166.84 crores is outstanding as of June 30, 2025, the details of which are set forth further below: Particulars Amount (₹ in crores) 80,807 secured NCDs of face value of ₹ 10,00,000 each 8,073.56 1,11,400 secured NCDs of face value of ₹ 1,00,000 each 1,111.90 2,77,20,765 secured NCDs of face value of ₹ 1,000 each 2,716.79 3,29,670 secured NCDs of face value of ₹ 334 each 10.77 7,86,481 secured NCDs of face value of ₹ 600 each 45.15 8,78,183 secured NCDs of face value of ₹ 667 each 56.86 8,68,221 secured NCDs of face value of ₹ 800 each 64.44 1,00,853 secured NCDs of face value of ₹ 857 each 7.63 4,08,240 secured NCDs of face value of ₹ 900 each 29.75 Total 12,116.84 Redemption date represents actual maturity date: 274Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) Crisil AA, Bullet ICRA AA, 1 INE148I07DL0 10.0 9.30% 142.44 142.70 20-Nov-15 20-Nov-25 Annual repayment at Secured CARE AA+ & maturity BWR AA+ Crisil AA, Secured Bullet ICRA AA, 2 INE148I07DN6 10.0 9.30% 88.86 89.00 30-Dec-15 30-Dec-25 Annual repayment at CARE AA- & maturity BWR AA+ Crisil AA, Secured Bullet ICRA AA, 3 INE148I07DO4 10.0 9.00% 9.98 10.00 31-Dec-15 31-Dec-25 Annual repayment at CARE AA- & maturity BWR AA+ Crisil AA, Secured Bullet ICRA AA, 4 INE148I07DV9 10.0 9.30% 49.93 50.00 8-Feb-16 7-Feb-26 Annual repayment at CARE AA- & maturity BWR AA+ Crisil AA, Secured Bullet ICRA AA, 5 INE148I07EA1 10.0 9.00% 24.94 25.00 14-Mar-16 13-Mar-26 Annual repayment at CARE AA- & maturity BWR AA+ Crisil AA, Secured Bullet ICRA AA, 6 INE148I07EL8 10.0 9.30% 14.93 15.00 12-Apr-16 11-Apr-26 Annual repayment at CARE AA- & maturity BWR AA+ Crisil AA, Secured Bullet ICRA AA, 7 INE148I07EM6 10.0 9.30% 206.42 207.00 29-Apr-16 29-Apr-26 Annual repayment at CARE AA- & maturity BWR AA+ Crisil AA, Secured Bullet ICRA AA, 8 INE148I07EO2 10.0 9.30% 24.92 25.00 10-May-16 8-May-26 Annual repayment at CARE AA- & maturity BWR AA+ Crisil AA, Secured Bullet ICRA AA, 9 INE148I07ES3 10.0 9.30% 24.92 25.00 30-May-16 29-May-26 Annual repayment at CARE AA- & maturity BWR AA+ 275Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) Crisil AA, Secured Bullet ICRA AA, 10 INE148I07EW5 10.0 9.00% 24.95 25.00 7-Jun-16 5-Jun-26 Annual repayment at CARE AA- & maturity BWR AA+ Crisil AA, Secured Bullet ICRA AA, 11 INE148I07FG5 10.0 9.30% 181.33 182.00 30-Jun-16 30-Jun-26 Annual repayment at CARE AA- & maturity BWR AA+ Crisil AA, Secured Bullet ICRA AA, 12 INE148I07FJ9 10.0 8.90% 24.93 25.00 22-Jul-16 22-Jul-26 Annual repayment at CARE AA- & maturity BWR AA+ Crisil AA, Secured Bullet ICRA AA, 13 INE148I07GN9 10.0 ZCB 51.67 24.34 26-Sep-16 26-Sep-26 N.A. repayment at CARE AA- & maturity BWR AA+ Crisil AA, Secured Bullet ICRA AA, 14 INE148I07GJ7 10.0 8.65% 13.64 13.69 26-Sep-16 26-Sep-26 Monthly repayment at CARE AA- & maturity BWR AA+ Crisil AA, Secured Bullet ICRA AA, 15 INE148I07GK5 10.0 8.85% 970.53 974.86 26-Sep-16 26-Sep-26 Annual repayment at CARE AA- & maturity BWR AA+ Crisil AA, Secured Bullet ICRA AA, 16 INE148I07GL3 10.0 9.00% 402.83 404.50 26-Sep-16 26-Sep-26 Annual repayment at CARE AA- & maturity BWR AA+ Crisil AA, Bullet Secured 17 INE148I07HX6 10.0 8.03% 1,449.29 1,450.00 8-Sep-17 8-Sep-27 ICRA AA & Annual repayment at CARE AA- maturity Bullet Secured Crisil AA & 18 INE148I07IQ8 10.0 8.43% 2,997.68 3,000.00 22-Feb-18 22-Feb-28 Annual repayment at ICRA AA maturity Bullet Secured Crisil AA & 19 INE148I07IQ8 9.9 8.43% 59.95 60.00 28-Mar-18 22-Feb-28 Annual repayment at ICRA AA maturity 276Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) Bullet Secured Crisil AA & 20 INE148I07IR6 10.0 8.43% 24.97 25.00 23-Feb-18 23-Feb-28 Annual repayment at ICRA AA maturity Bullet Secured Crisil AA & 21 INE148I07JF9 10.0 8.90% 999.66 1,000.00 6-Aug-18 4-Aug-28 Annual repayment at ICRA AA maturity Bullet Secured Crisil AA & 22 INE148I07JF9 9.9 8.90% 24.93 25.00 7-Sep-18 4-Aug-28 Annual repayment at ICRA AA maturity Bullet Secured Crisil AA & 23 INE148I07JK9 10.0 9.30% 999.17 1,000.00 22-Nov-18 22-Nov-28 Annual repayment at ICRA AA maturity Crisil AA, Bullet Secured 24 INE148I07JQ6 10.0 9.10% 699.31 700.00 15-Jan-19 15-Jan-29 ICRA AA & Annual repayment at CARE AA- maturity ICRA AA, Bullet Secured 25 INE148I07KM3 5.0 8.75% 123.49 125.13 24-Sep-21 24-Sep-26 BWR AA+ & Annual repayment at Crisil AA maturity ICRA AA, Bullet Secured 26 INE148I07KN1 5.0 9.25% 14.12 14.31 24-Sep-21 24-Sep-26 BWR AA+ & Annual repayment at Crisil AA maturity ICRA AA, Bullet Secured 27 INE148I07KP6 5.0 8.89% 10.55 10.68 24-Sep-21 24-Sep-26 BWR AA+ & Monthly repayment at Crisil AA maturity ICRA AA, Bullet Secured 28 INE148I07LB4 5.0 8.75% 0.26 0.27 6-Jan-22 6-Jan-27 BWR AA+ & Annual repayment at Crisil AA maturity ICRA AA, Bullet Secured 29 INE148I07LC2 5.0 9.25% 9.90 10.24 6-Jan-22 6-Jan-27 BWR AA+ & Annual repayment at Crisil AA maturity ICRA AA, Bullet Secured 30 INE148I07LD0 5.0 8.43% 0.01 0.01 6-Jan-22 6-Jan-27 BWR AA+ & Monthly repayment at Crisil AA maturity ICRA AA, Bullet Secured 31 INE148I07LE8 5.0 8.89% 9.77 10.09 6-Jan-22 6-Jan-27 BWR AA+ & Monthly repayment at Crisil AA maturity 277Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) ICRA AA, Bullet Secured 32 INE148I07LS8 5.0 8.75% 0.02 0.02 28-Apr-22 28-Apr-27 BWR AA+ & Annual repayment at Crisil AA maturity ICRA AA, Bullet Secured 33 INE148I07LT6 5.0 9.25% 10.49 10.66 28-Apr-22 28-Apr-27 BWR AA+ & Annual repayment at Crisil AA maturity ICRA AA, Bullet Secured 34 INE148I07LU4 5.0 8.43% 0.26 0.26 28-Apr-22 28-Apr-27 BWR AA+ & Monthly repayment at Crisil AA maturity ICRA AA, Bullet Secured 35 INE148I07LV2 5.0 8.89% 11.02 11.20 28-Apr-22 28-Apr-27 BWR AA+ & Monthly repayment at Crisil AA maturity Bullet Secured Crisil AA & 36 INE148I07MA4 3.0 8.80% 0.02 0.02 28-Sep-22 28-Sep-25 Annual repayment at ICRA AA maturity Bullet Secured Crisil AA & 37 INE148I07MB2 3.0 9.30% 16.36 16.44 28-Sep-22 28-Sep-25 Annual repayment at ICRA AA maturity Bullet Secured Crisil AA & 38 INE148I07MD8 5.0 9.05% 0.05 0.05 28-Sep-22 28-Sep-27 Annual repayment at ICRA AA maturity Bullet Secured Crisil AA & 39 INE148I07ME6 5.0 9.55% 11.46 11.90 28-Sep-22 28-Sep-27 Annual repayment at ICRA AA maturity Bullet Secured Crisil AA & 40 INE148I07MF3 3.0 NA 9.52 7.47 28-Sep-22 28-Sep-25 N.A. repayment at ICRA AA maturity Bullet Secured Crisil AA & 41 INE148I07MI7 3.0 8.47% 0.05 0.05 28-Sep-22 28-Sep-25 Monthly repayment at ICRA AA maturity Bullet Secured Crisil AA & 42 INE148I07MJ5 3.0 8.94% 13.15 13.20 28-Sep-22 28-Sep-25 Monthly repayment at ICRA AA maturity Bullet Secured Crisil AA & 43 INE148I07MK3 5.0 8.70% 0.34 0.35 28-Sep-22 28-Sep-27 Monthly repayment at ICRA AA maturity 278Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) Bullet Secured Crisil AA & 44 INE148I07ML1 5.0 9.15% 13.27 13.76 28-Sep-22 28-Sep-27 Monthly repayment at ICRA AA maturity Bullet Secured Crisil AA & 45 INE148I07MQ0 3.0 8.80% 13.92 14.00 3-Nov-22 3-Nov-25 Annual repayment at ICRA AA maturity Bullet Secured Crisil AA & 46 INE148I07MR8 3.0 9.30% 7.13 7.16 3-Nov-22 3-Nov-25 Annual repayment at ICRA AA maturity Bullet Secured Crisil AA & 47 INE148I07MS6 3.0 NA 4.73 3.75 3-Nov-22 3-Nov-25 N.A. repayment at ICRA AA maturity Bullet Secured Crisil AA & 48 INE148I07MT4 3.0 NA 0.06 0.05 3-Nov-22 3-Nov-25 N.A. repayment at ICRA AA maturity Bullet Secured Crisil AA & 49 INE148I07MV0 5.0 9.55% 6.35 6.56 3-Nov-22 3-Nov-27 Annual repayment at ICRA AA maturity Bullet Secured Crisil AA & 50 INE148I07MY4 3.0 8.94% 5.07 5.09 3-Nov-22 3-Nov-25 Monthly repayment at ICRA AA maturity Bullet Secured Crisil AA & 51 INE148I07MZ1 5.0 9.15% 5.96 6.15 3-Nov-22 3-Nov-27 Monthly repayment at ICRA AA maturity Bullet Secured Crisil AA & 52 INE148I07NA2 5.0 8.70% 0.01 0.01 3-Nov-22 3-Nov-27 Monthly repayment at ICRA AA maturity Staggered Secured redemption Crisil AA & 53 INE148I07ND6 5.0 9.39% 10.27 10.95 28-Dec-22 28-Dec-27 Monthly in five ICRA AA annual payments Staggered Secured redemption Crisil AA & 54 INE148I07NG9 5.0 9.80% 6.16 6.59 28-Dec-22 28-Dec-27 Annual in five ICRA AA annual payments 279Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) Staggered Secured redemption Crisil AA & 55 INE148I07NH7 3.0 9.55% 4.01 4.10 28-Dec-22 28-Dec-25 Annual in three ICRA AA annual payments Staggered Secured redemption Crisil AA & 56 INE148I07NI5 3.0 9.05% 0.11 0.12 28-Dec-22 28-Dec-25 Annual in three ICRA AA annual payments Bullet Secured Crisil AA & 57 INE148I07NL9 3.0 NA 10.70 8.61 28-Dec-22 28-Dec-25 N.A. repayment at ICRA AA maturity Staggered Secured redemption Crisil AA & 58 INE148I07NM7 3.0 9.16% 2.52 2.57 28-Dec-22 28-Dec-25 Monthly in three ICRA AA annual payments Staggered Secured redemption Crisil AA & 59 INE148I07NN5 5.0 8.94% 0.10 0.11 28-Dec-22 28-Dec-27 Monthly in five ICRA AA annual payments Staggered Secured redemption Crisil AA & 60 INE148I07NP0 3.0 8.70% 0.00 0.01 28-Dec-22 28-Dec-25 Monthly in three ICRA AA annual payments Staggered Secured redemption Crisil AA & 61 INE148I07OB8 3.0 9.90% 2.31 2.37 23-Mar-23 23-Mar-26 Annual in three ICRA AA annual payments Staggered Secured redemption Crisil AA & 62 INE148I07NZ9 3.0 9.48% 1.81 1.85 23-Mar-23 23-Mar-26 Monthly in three ICRA AA annual payments 280Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) Bullet Secured Crisil AA & 63 INE148I07NY2 3.0 NA 8.33 6.82 23-Mar-23 23-Mar-26 N.A. repayment at ICRA AA maturity Staggered Secured redemption Crisil AA & 64 INE148I07OH5 5.0 10.15% 6.12 6.53 23-Mar-23 23-Mar-28 Annual in five ICRA AA annual payments Staggered Secured redemption Crisil AA & 65 INE148I07NX4 5.0 9.25% 0.03 0.03 23-Mar-23 23-Mar-28 Monthly in five ICRA AA annual payments Staggered Secured redemption Crisil AA & 66 INE148I07NV8 5.0 9.71% 7.50 7.99 23-Mar-23 23-Mar-28 Monthly in five ICRA AA annual payments Staggered Secured redemption Crisil AA & 67 INE148I07NW6 5.0 9.65% 14.99 15.00 23-Mar-23 23-Mar-28 Annual in five ICRA AA annual payments Bullet Secured Crisil AA & 68 INE148I07OI3 2.0 9.25% 20.01 20.05 27-Jul-23 27-Jul-25 Annual repayment at ICRA AA maturity Bullet Secured Crisil AA & 69 INE148I07OJ1 2.0 8.88% 5.99 6.00 27-Jul-23 27-Jul-25 Monthly repayment at ICRA AA maturity Bullet Secured Crisil AA & 70 INE148I07OK9 2.0 NA 0.02 0.02 27-Jul-23 27-Jul-25 N.A. repayment at ICRA AA maturity Bullet Secured Crisil AA & 71 INE148I07OL7 2.0 9.25% 5.27 5.28 27-Jul-23 27-Jul-25 Monthly repayment at ICRA AA maturity Bullet Secured Crisil AA & 72 INE148I07OM5 2.0 9.65% 6.56 6.58 27-Jul-23 27-Jul-25 Annual repayment at ICRA AA maturity 281Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) Staggered Secured redemption Crisil AA & 73 INE148I07ON3 3.0 9.40% 16.30 16.74 27-Jul-23 27-Jul-26 Annual in three ICRA AA annual payments Bullet Secured Crisil AA & 74 INE148I07OO1 2.0 NA 5.43 4.55 27-Jul-23 27-Jul-25 N.A. repayment at ICRA AA maturity Staggered Secured redemption Crisil AA & 75 INE148I07OP8 3.0 9.48% 2.83 2.90 27-Jul-23 27-Jul-26 Monthly in three ICRA AA annual payments Staggered Secured redemption Crisil AA & 76 INE148I07OQ6 3.0 9.02% 3.25 3.34 27-Jul-23 27-Jul-26 Monthly in three ICRA AA annual payments Staggered Secured redemption Crisil AA & 77 INE148I07OR4 3.0 9.90% 3.13 3.22 27-Jul-23 27-Jul-26 Annual in three ICRA AA annual payments Bullet Secured Crisil AA & 78 INE148I07OS2 3.0 NA 4.48 3.85 27-Jul-23 27-Jul-26 N.A. repayment at ICRA AA maturity Staggered Secured redemption Crisil AA & 79 INE148I07OT0 5.0 9.71% 5.16 5.59 27-Jul-23 27-Jul-28 Monthly in five ICRA AA annual payments Staggered Secured redemption Crisil AA & 80 INE148I07OU8 5.0 9.25% 0.47 0.51 27-Jul-23 27-Jul-28 Monthly in five ICRA AA annual payments Crisil AA & Staggered Secured 81 INE148I07OW4 5.0 10.15% 5.97 6.48 27-Jul-23 27-Jul-28 Annual ICRA AA redemption 282Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) in five annual payments Bullet Secured Crisil AA & 82 INE148I07OY0 2.0 9.25% 0.14 0.15 26-Sep-23 26-Sep-25 Annual repayment at ICRA AA maturity Bullet Secured Crisil AA & 83 INE148I07PD1 2.0 9.65% 9.27 9.32 26-Sep-23 26-Sep-25 Annual repayment at ICRA AA maturity Bullet Secured Crisil AA & 84 INE148I07PA7 2.0 9.25% 6.15 6.19 26-Sep-23 26-Sep-25 Monthly repayment at ICRA AA maturity Bullet Secured Crisil AA & 85 INE148I07PE9 2.0 0.00% 2.33 2.00 26-Sep-23 26-Sep-25 Cumulative repayment at ICRA AA maturity Bullet Secured Crisil AA & 86 INE148I07PF6 2.0 0.00% 5.75 4.91 26-Sep-23 26-Sep-25 Cumulative repayment at ICRA AA maturity Staggered Secured redemption Crisil AA & 87 INE148I07PX9 3.0 9.40% 0.44 0.45 26-Sep-23 26-Sep-26 Annual in three ICRA AA annual payments Staggered Secured redemption Crisil AA & 88 INE148I07PY7 3.0 9.90% 6.90 7.09 26-Sep-23 26-Sep-26 Annual in three ICRA AA annual payments Staggered Secured redemption Crisil AA & 89 INE148I07QE7 3.0 9.02% 0.25 0.26 26-Sep-23 26-Sep-26 Monthly in three ICRA AA annual payments Staggered Secured redemption Crisil AA & 90 INE148I07PZ4 3.0 9.48% 4.62 4.74 26-Sep-23 26-Sep-26 Monthly in three ICRA AA annual payments 283Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) Bullet Secured Crisil AA & 91 INE148I07QA5 3.0 NA 0.06 0.05 26-Sep-23 26-Sep-26 N.A. repayment at ICRA AA maturity Bullet Secured Crisil AA & 92 INE148I07QB3 3.0 NA 7.96 6.92 26-Sep-23 26-Sep-26 N.A. repayment at ICRA AA maturity Staggered Secured redemption Crisil AA & 93 INE148I07PK6 5.0 9.65% 18.72 20.00 26-Sep-23 26-Sep-28 Annual in five ICRA AA annual payments Staggered Secured redemption Crisil AA & 94 INE148I07PL4 5.0 10.15% 6.57 7.02 26-Sep-23 26-Sep-28 Annual in five ICRA AA annual payments Staggered Secured redemption Crisil AA & 95 INE148I07PM2 5.0 9.25% 0.02 0.02 26-Sep-23 26-Sep-28 Monthly in five ICRA AA annual payments Staggered Secured redemption Crisil AA & 96 INE148I07PO8 5.0 9.71% 6.05 6.45 26-Sep-23 26-Sep-28 Monthly in five ICRA AA annual payments Staggered Secured redemption Crisil AA & 97 INE148I07PN0 7.0 10.00% 0.08 0.09 26-Sep-23 26-Sep-30 Annual in seven ICRA AA annual payments Staggered Secured redemption Crisil AA & 98 INE148I07PS9 7.0 10.50% 1.46 1.63 26-Sep-23 26-Sep-30 Annual in seven ICRA AA annual payments Crisil AA & Staggered Secured 99 INE148I07QC1 7.0 9.57% 1.16 1.29 26-Sep-23 26-Sep-30 Monthly ICRA AA redemption 284Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) in seven annual payments Staggered Secured redemption Crisil AA & 100 INE148I07QD9 7.0 10.03% 1.40 1.56 26-Sep-23 26-Sep-30 Monthly in seven ICRA AA annual payments Staggered Secured Crisil AA & redemption 101 INE148I07PP5 10.0 10.25% 0.15 0.18 26-Sep-23 26-Sep-33 Annual ICRA AA in ten annual payments Staggered Secured Crisil AA & redemption 102 INE148I07PT7 10.0 10.75% 6.18 7.42 26-Sep-23 26-Sep-33 Annual ICRA AA in ten annual payments Staggered Secured Crisil AA & redemption 103 INE148I07PU5 10.0 9.80% 0.01 0.01 26-Sep-23 26-Sep-33 Monthly ICRA AA in ten annual payments Staggered Secured Crisil AA & redemption 104 INE148I07PV3 10.0 10.25% 6.90 8.27 26-Sep-23 26-Sep-33 Monthly ICRA AA in ten annual payments Bullet Secured Crisil AA & 105 INE148I07PW1 2.0 9.25% 0.10 0.10 9-Nov-23 9-Nov-25 Annual repayment at ICRA AA maturity Bullet Secured Crisil AA & 106 INE148I07QN8 2.0 9.65% 7.44 7.52 9-Nov-23 9-Nov-25 Annual repayment at ICRA AA maturity Bullet Secured Crisil AA & 107 INE148I07QF4 2.0 8.88% 0.05 0.05 9-Nov-23 9-Nov-25 Monthly repayment at ICRA AA maturity Bullet Secured Crisil AA & 108 INE148I07QG2 2.0 9.25% 6.08 6.13 9-Nov-23 9-Nov-25 Monthly repayment at ICRA AA maturity 285Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) Bullet Secured Crisil AA & 109 INE148I07QJ6 2.0 NA 0.11 0.10 9-Nov-23 9-Nov-25 Cumulative repayment at ICRA AA maturity Bullet Secured Crisil AA & 110 INE148I07QL2 2.0 NA 3.28 2.84 9-Nov-23 9-Nov-25 Cumulative repayment at ICRA AA maturity Staggered Secured redemption Crisil AA & 111 INE148I07QH0 3.0 9.40% 1.74 1.81 9-Nov-23 9-Nov-26 Annual in three ICRA AA annual payments Staggered Secured redemption Crisil AA & 112 INE148I07QI8 3.0 9.90% 4.75 4.95 9-Nov-23 9-Nov-26 Annual in three ICRA AA annual payments Staggered Secured redemption Crisil AA & 113 INE148I07QM0 3.0 9.02% 0.29 0.30 9-Nov-23 9-Nov-26 Monthly in three ICRA AA annual payments Staggered Secured redemption Crisil AA & 114 INE148I07QK4 3.0 9.48% 12.36 12.79 9-Nov-23 9-Nov-26 Monthly in three ICRA AA annual payments Bullet Secured Crisil AA & 115 INE148I07QP3 3.0 NA 0.03 0.03 9-Nov-23 9-Nov-26 Cumulative repayment at ICRA AA maturity Bullet Secured Crisil AA & 116 INE148I07QO6 3.0 NA 4.46 3.95 9-Nov-23 9-Nov-26 Cumulative repayment at ICRA AA maturity Staggered Secured redemption Crisil AA & 117 INE148I07QQ1 5.0 9.65% 0.07 0.08 9-Nov-23 9-Nov-28 Annual in five ICRA AA annual payments 286Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) Staggered Secured redemption Crisil AA & 118 INE148I07QR9 5.0 10.15% 6.45 7.03 9-Nov-23 9-Nov-28 Annual in five ICRA AA annual payments Staggered Secured redemption Crisil AA & 119 INE148I07QS7 5.0 9.25% 3.68 4.00 9-Nov-23 9-Nov-28 Monthly in five ICRA AA annual payments Staggered Secured redemption Crisil AA & 120 INE148I07QT5 5.0 9.71% 11.28 12.28 9-Nov-23 9-Nov-28 Monthly in five ICRA AA annual payments Staggered Secured redemption Crisil AA & 121 INE148I07QV1 7.0 10.50% 1.31 1.51 9-Nov-23 9-Nov-30 Annual in seven ICRA AA annual payments Staggered Secured redemption Crisil AA & 122 INE148I07QX7 7.0 10.03% 2.22 2.56 9-Nov-23 9-Nov-30 Monthly in seven ICRA AA annual payments Staggered Secured Crisil AA & redemption 123 INE148I07QY5 10.0 10.25% 0.85 1.08 9-Nov-23 9-Nov-33 Annual ICRA AA in ten annual payments Staggered Secured Crisil AA & redemption 124 INE148I07QZ2 10.0 10.75% 5.33 6.76 9-Nov-23 9-Nov-33 Annual ICRA AA in ten annual payments Staggered Secured Crisil AA & redemption 125 INE148I07RA3 10.0 9.80% 0.22 0.28 9-Nov-23 9-Nov-33 Monthly ICRA AA in ten annual payments 287Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) Staggered Secured Crisil AA & redemption 126 INE148I07RB1 10.0 10.25% 10.11 12.74 9-Nov-23 9-Nov-33 Monthly ICRA AA in ten annual payments Bullet Secured Crisil AA & 127 INE148I07RC9 2.0 9.25% 1.06 1.07 27-Dec-23 27-Dec-25 Annual repayment at ICRA AA maturity Bullet Secured Crisil AA & 128 INE148I07RD7 2.0 9.65% 10.18 10.33 27-Dec-23 27-Dec-25 Annual repayment at ICRA AA maturity Bullet Secured Crisil AA & 129 INE148I07RE5 2.0 8.88% 0.49 0.50 27-Dec-23 27-Dec-25 Monthly repayment at ICRA AA maturity Bullet Secured Crisil AA & 130 INE148I07RF2 2.0 NA 0.45 0.40 27-Dec-23 27-Dec-25 Cumulative repayment at ICRA AA maturity Bullet Secured Crisil AA & 131 INE148I07RG0 3.0 9.40% 0.24 0.25 27-Dec-23 27-Dec-26 Annual repayment at ICRA AA maturity Bullet Secured Crisil AA & 132 INE148I07RI6 2.0 9.25% 7.35 7.44 27-Dec-23 27-Dec-25 Monthly repayment at ICRA AA maturity Bullet Secured Crisil AA & 133 INE148I07RJ4 3.0 9.48% 10.96 11.38 27-Dec-23 27-Dec-26 Monthly repayment at ICRA AA maturity Bullet Secured Crisil AA & 134 INE148I07RK2 2.0 NA 6.45 5.68 27-Dec-23 27-Dec-25 Cumulative repayment at ICRA AA maturity Bullet Secured Crisil AA & 135 INE148I07RL0 3.0 NA 6.23 5.60 27-Dec-23 27-Dec-26 Cumulative repayment at ICRA AA maturity Staggered Secured redemption Crisil AA & in three 136 INE148I07RM8 5.0 9.65% 0.92 1.00 27-Dec-23 27-Dec-28 Annual ICRA AA annual payments; starting from 288Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) the third anniversary from the date of allotment Bullet Secured Crisil AA & 137 INE148I07RN6 3.0 9.90% 17.02 17.70 27-Dec-23 27-Dec-26 Annual repayment at ICRA AA maturity Staggered Secured redemption in three annual Crisil AA & payments; 138 INE148I07RO4 5.0 9.25% 5.54 6.00 27-Dec-23 27-Dec-28 Monthly ICRA AA starting from the third anniversary from the date of allotment Staggered Secured redemption in three annual Crisil AA & payments; 139 INE148I07RP1 5.0 9.71% 9.35 10.13 27-Dec-23 27-Dec-28 Monthly ICRA AA starting from the third anniversary from the date of allotment Staggered Secured redemption in five annual Crisil AA & payments; 140 INE148I07RR7 7.0 10.50% 2.34 2.67 27-Dec-23 27-Dec-30 Annual ICRA AA starting from the third Anniversary from the date of allotment 289Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) Staggered Secured redemption in three annual Crisil AA & payments; 141 INE148I07RS5 5.0 10.15% 8.05 8.74 27-Dec-23 27-Dec-28 Annual ICRA AA starting from the third anniversary from the date of allotment Staggered Secured redemption in five annual Crisil AA & payments; 142 INE148I07RU1 7.0 10.03% 2.07 2.36 27-Dec-23 27-Dec-30 Monthly ICRA AA starting from the third Anniversary from the date of allotment Staggered Secured redemption in Eight annual Crisil AA & payments; 143 INE148I07RV9 10.0 10.25% 1.69 2.10 27-Dec-23 27-Dec-33 Annual ICRA AA starting from the third anniversary from the date of allotment Staggered Secured redemption in Eight Crisil AA & annual 144 INE148I07RW7 10.0 10.75% 5.31 6.59 27-Dec-23 27-Dec-33 Annual ICRA AA payments; starting from the third anniversary 290Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) from the date of allotment Staggered Secured redemption in Eight annual Crisil AA & payments; 145 INE148I07RX5 10.0 9.80% 0.02 0.03 27-Dec-23 27-Dec-33 Monthly ICRA AA starting from the third anniversary from the date of allotment Bullet Secured Crisil AA & 146 INE148I07RY3 3.0 NA 0.06 0.05 27-Dec-23 27-Dec-26 Cumulative repayment at ICRA AA maturity Staggered Secured redemption in Eight annual Crisil AA & payments; 147 INE148I07RZ0 10.0 10.25% 13.02 16.10 27-Dec-23 27-Dec-33 Monthly ICRA AA starting from the third anniversary from the date of allotment Bullet Secured Crisil AA & 148 INE148I07SA1 2.0 9.25% 1.07 1.09 26-Mar-24 26-Mar-26 Annual repayment at ICRA AA maturity Bullet Secured Crisil AA & 149 INE148I07SB9 2.0 8.88% 0.15 0.15 26-Mar-24 26-Mar-26 Monthly repayment at ICRA AA maturity Bullet Secured Crisil AA & 150 INE148I07SC7 2.0 9.25% 5.47 5.58 26-Mar-24 26-Mar-26 Monthly repayment at ICRA AA maturity Bullet Secured Crisil AA & 151 INE148I07SD5 2.0 9.65% 9.99 10.22 26-Mar-24 26-Mar-26 Annual repayment at ICRA AA maturity 291Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) Bullet Secured Crisil AA & 152 INE148I07SF0 2.0 NA 6.99 6.35 26-Mar-24 26-Mar-26 Cumulative repayment at ICRA AA maturity Bullet Secured Crisil AA & 153 INE148I07SG8 3.0 9.90% 14.85 15.65 26-Mar-24 26-Mar-27 Annual repayment at ICRA AA maturity Bullet Secured Crisil AA & 154 INE148I07SH6 3.0 9.40% 1.90 2.00 26-Mar-24 26-Mar-27 Annual repayment at ICRA AA maturity Bullet Secured Crisil AA & 155 INE148I07SI4 3.0 9.48% 8.93 9.40 26-Mar-24 26-Mar-27 Monthly repayment at ICRA AA maturity Bullet Secured Crisil AA & 156 INE148I07SJ2 3.0 9.02% 0.05 0.05 26-Mar-24 26-Mar-27 Monthly repayment at ICRA AA maturity Bullet Secured Crisil AA & 157 INE148I07SK0 3.0 NA 7.25 6.76 26-Mar-24 26-Mar-27 Cumulative repayment at ICRA AA maturity Staggered Secured redemption in five annual Crisil AA & payments; 158 INE148I07SM6 7.0 10.50% 1.89 2.23 26-Mar-24 26-Mar-31 Annual ICRA AA starting from the third Anniversary from the date of allotment Staggered Secured redemption in three annual Crisil AA & payments; 159 INE148I07SN4 5.0 9.71% 18.40 20.41 26-Mar-24 26-Mar-29 Monthly ICRA AA starting from the third anniversary from the date of allotment 292Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) Staggered Secured redemption in three annual Crisil AA & payments; 160 INE148I07SO2 5.0 9.25% 3.33 3.69 26-Mar-24 26-Mar-29 Monthly ICRA AA starting from the third anniversary from the date of allotment Staggered Secured redemption in three annual Crisil AA & payments; 161 INE148I07SP9 5.0 9.65% 0.90 1.00 26-Mar-24 26-Mar-29 Annual ICRA AA starting from the third anniversary from the date of allotment Staggered Secured redemption in Eight annual Crisil AA & payments; 162 INE148I07SQ7 10.0 10.25% 11.06 14.42 26-Mar-24 26-Mar-34 Monthly ICRA AA starting from the third anniversary from the date of allotment Staggered Secured redemption in Eight Crisil AA & annual 163 INE148I07SR5 10.0 10.75% 5.11 6.67 26-Mar-24 26-Mar-34 Annual ICRA AA payments; starting from the third anniversary 293Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) from the date of allotment Staggered Secured redemption in three annual Crisil AA & payments; 164 INE148I07SS3 5.0 10.15% 13.82 15.38 26-Mar-24 26-Mar-29 Annual ICRA AA starting from the third anniversary from the date of allotment Staggered Secured redemption in five annual Crisil AA & payments; 165 INE148I07ST1 7.0 9.57% 0.01 0.01 26-Mar-24 26-Mar-31 Monthly ICRA AA starting from the third Anniversary from the date of allotment Staggered Secured redemption in five annual Crisil AA & payments; 166 INE148I07SU9 7.0 10.00% 0.19 0.22 26-Mar-24 26-Mar-31 Annual ICRA AA starting from the third Anniversary from the date of allotment Staggered Secured redemption Crisil AA & in Eight 167 INE148I07SV7 10.0 10.25% 4.21 5.50 26-Mar-24 26-Mar-34 Annual ICRA AA annual payments; starting from 294Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) the third anniversary from the date of allotment Staggered Secured redemption in Eight annual Crisil AA & payments; 168 INE148I07SW5 10.0 9.80% 0.30 0.39 26-Mar-24 26-Mar-34 Monthly ICRA AA starting from the third anniversary from the date of allotment Staggered Secured redemption in five annual Crisil AA & payments; 169 INE148I07SX3 7.0 10.03% 2.06 2.43 26-Mar-24 26-Mar-31 Monthly ICRA AA starting from the third Anniversary from the date of allotment Bullet Secured Crisil AA & 170 INE148I07SY1 3.0 9.75% 24.98 25.00 4-Apr-24 3-Apr-27 Annual repayment at ICRA AA maturity Bullet Secured Crisil AA & 171 INE148I07SZ8 2.0 9.25% 0.26 0.27 31-May-24 31-May-26 Annual repayment at ICRA AA maturity Bullet Secured Crisil AA & 172 INE148I07TE1 2.0 9.65% 7.37 7.58 31-May-24 31-May-26 Annual repayment at ICRA AA maturity Bullet Secured Crisil AA & 173 INE148I07TD3 2.0 8.88% 0.07 0.07 31-May-24 31-May-26 Monthly repayment at ICRA AA maturity 295Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) Bullet Secured Crisil AA & 174 INE148I07TC5 2.0 9.25% 8.09 8.31 31-May-24 31-May-26 Monthly repayment at ICRA AA maturity Bullet Secured Crisil AA & 175 INE148I07TB7 2.0 NA 9.94 9.27 31-May-24 31-May-26 Cumulative repayment at ICRA AA maturity Bullet Secured Crisil AA & 176 INE148I07TA9 2.0 NA 5.91 5.49 31-May-24 31-May-26 Cumulative repayment at ICRA AA maturity Bullet Secured Crisil AA & 177 INE148I07TI2 3.0 9.40% 6.70 7.10 31-May-24 31-May-27 Annual repayment at ICRA AA maturity Bullet Secured Crisil AA & 178 INE148I07TF8 3.0 9.90% 18.15 19.24 31-May-24 31-May-27 Annual repayment at ICRA AA maturity Bullet Secured Crisil AA & 179 INE148I07TH4 3.0 9.02% 9.73 10.30 31-May-24 31-May-27 Monthly repayment at ICRA AA maturity Bullet Secured Crisil AA & 180 INE148I07TL6 3.0 9.48% 11.78 12.48 31-May-24 31-May-27 Monthly repayment at ICRA AA maturity Bullet Secured Crisil AA & 181 INE148I07TM4 3.0 NA 5.89 5.62 31-May-24 31-May-27 Cumulative repayment at ICRA AA maturity Staggered Secured redemption in three annual Crisil AA & payments; 182 INE148I07TR3 5.0 10.15% 6.05 6.77 31-May-24 31-May-29 Annual ICRA AA starting from the third anniversary from the date of allotment Staggered Secured Crisil AA & redemption 183 INE148I07TQ5 5.0 9.25% 14.76 16.50 31-May-24 31-May-29 Monthly ICRA AA in three annual 296Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) payments; starting from the third anniversary from the date of allotment Staggered Secured redemption in three annual Crisil AA & payments; 184 INE148I07TG6 5.0 9.71% 14.15 15.82 31-May-24 31-May-29 Monthly ICRA AA starting from the third anniversary from the date of allotment Staggered Secured redemption in five annual Crisil AA & payments; 185 INE148I07TO0 7.0 10.00% 1.18 1.40 31-May-24 31-May-31 Annual ICRA AA starting from the third Anniversary from the date of allotment Staggered Secured redemption in five annual Crisil AA & payments; 186 INE148I07TK8 7.0 10.50% 1.52 1.81 31-May-24 31-May-31 Annual ICRA AA starting from the third Anniversary from the date of allotment Crisil AA & Staggered Secured 187 INE148I07TW3 7.0 10.03% 2.51 2.98 31-May-24 31-May-31 Monthly ICRA AA redemption 297Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) in five annual payments; starting from the third Anniversary from the date of allotment Staggered Secured redemption in Eight annual Crisil AA & payments; 188 INE148I07TP7 10.0 10.75% 6.80 8.99 31-May-24 31-May-34 Annual ICRA AA starting from the third anniversary from the date of allotment Staggered Secured redemption in Eight annual Crisil AA & payments; 189 INE148I07TU7 10.0 9.80% 0.03 0.04 31-May-24 31-May-34 Monthly ICRA AA starting from the third anniversary from the date of allotment Staggered Secured redemption in Eight annual Crisil AA & payments; 190 INE148I07TN2 10.0 10.25% 9.90 13.06 31-May-24 31-May-34 Monthly ICRA AA starting from the third anniversary from the date of allotment 298Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) Bullet Secured Crisil AA & 191 INE148I07TX1 5.0 59.97 60.00 23-Jul-24 23-Jul-29 Annual repayment at ICRA AA 9.75% maturity Bullet Secured Crisil AA & 192 INE148I07TY9 3.7 198.15 200.00 12-Aug-24 12-Apr-28 Annual repayment at ICRA AA 9.75% maturity Bullet Secured Crisil AA & 193 INE148I07TX1 4.9 49.98 50.00 4-Sep-24 23-Jul-29 Annual repayment at ICRA AA 9.75% maturity Bullet Secured Crisil AA & 194 INE148I07TZ6 2.0 14.77 15.28 25-Sep-24 25-Sep-26 Annual repayment at ICRA AA 9.25% maturity Bullet Secured Crisil AA & 195 INE148I07US9 2.0 17.64 18.26 25-Sep-24 25-Sep-26 Annual repayment at ICRA AA 9.65% maturity Bullet Secured Crisil AA & 196 INE148I07UI0 2.0 5.19 5.36 25-Sep-24 25-Sep-26 Monthly repayment at ICRA AA 9.25% maturity Bullet Secured Crisil AA & 197 INE148I07UH2 2.0 2.12 2.05 25-Sep-24 25-Sep-26 Cumulative repayment at ICRA AA NA maturity Bullet Secured Crisil AA & 198 INE148I07UG4 2.0 5.79 5.47 25-Sep-24 25-Sep-26 Cumulative repayment at ICRA AA NA maturity Bullet Secured Crisil AA & 199 INE148I07UF6 3.0 18.11 19.26 25-Sep-24 25-Sep-27 Annual repayment at ICRA AA 9.40% maturity Bullet Secured Crisil AA & 200 INE148I07UE9 3.0 36.91 39.25 25-Sep-24 25-Sep-27 Annual repayment at ICRA AA 9.90% maturity Bullet Secured Crisil AA & 201 INE148I07UD1 3.0 0.36 0.38 25-Sep-24 25-Sep-27 Monthly repayment at ICRA AA 9.02% maturity Bullet Secured Crisil AA & 202 INE148I07UC3 3.0 14.38 15.27 25-Sep-24 25-Sep-27 Monthly repayment at ICRA AA 9.48% maturity 299Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) Bullet Secured Crisil AA & 203 INE148I07UB5 3.0 0.37 0.37 25-Sep-24 25-Sep-27 Cumulative repayment at ICRA AA NA maturity Bullet Secured Crisil AA & 204 INE148I07UA7 3.0 5.87 5.80 25-Sep-24 25-Sep-27 Cumulative repayment at ICRA AA NA maturity Staggered Secured redemption in three annual Crisil AA & payments; 205 INE148I07UK6 5.0 30.13 33.76 25-Sep-24 25-Sep-29 Annual ICRA AA starting from the third anniversary from the date 10.15% of allotment Staggered Secured redemption in three annual Crisil AA & payments; 206 INE148I07UJ8 5.0 0.22 0.25 25-Sep-24 25-Sep-29 Monthly ICRA AA starting from the third anniversary from the date 9.25% of allotment Staggered Secured redemption in three annual Crisil AA & payments; 207 INE148I07UN0 5.0 8.38 9.37 25-Sep-24 25-Sep-29 Monthly ICRA AA starting from the third anniversary from the date 9.71% of allotment Crisil AA & Staggered Secured 208 INE148I07UP5 7.0 1.46 1.73 25-Sep-24 25-Sep-31 Annual 10.50% ICRA AA redemption 300Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) in five annual payments; starting from the third Anniversary from the date of allotment Staggered Secured redemption in five annual Crisil AA & payments; 209 INE148I07UR1 7.0 1.29 1.52 25-Sep-24 25-Sep-31 Monthly ICRA AA starting from the third Anniversary from the date 10.03% of allotment Staggered Secured redemption in Eight annual Crisil AA & payments; 210 INE148I07UT7 10.0 1.54 2.00 25-Sep-24 25-Sep-34 Annual ICRA AA starting from the third anniversary from the date 10.25% of allotment Staggered Secured redemption in Eight annual Crisil AA & payments; 211 INE148I07UW1 10.0 4.56 5.94 25-Sep-24 25-Sep-34 Annual ICRA AA starting from the third anniversary from the date 10.75% of allotment 301Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) Staggered Secured redemption in Eight annual Crisil AA & payments; 212 INE148I07UU5 10.0 0.02 0.02 25-Sep-24 25-Sep-34 Monthly ICRA AA starting from the third anniversary from the date 9.80% of allotment Staggered Secured redemption in Eight annual Crisil AA & payments; 213 INE148I07UV3 10.0 11.43 14.84 25-Sep-24 25-Sep-34 Monthly ICRA AA starting from the third anniversary from the date 10.25% of allotment Bullet Secured Crisil AA & 214 INE148I07UX9 5.0 49.94 50.00 21-Oct-24 20-Oct-29 Annual repayment at ICRA AA 9.75% maturity Bullet Secured Crisil AA & 215 INE148I07UY7 1.9 49.96 50.00 21-Oct-24 28-Aug-26 Annual repayment at ICRA AA 9.25% maturity Bullet Secured Crisil AA & 216 INE148I07UZ4 2.0 0.30 0.32 27-Dec-24 27-Dec-26 Annual repayment at ICRA AA 9.25% maturity Staggered Secured redemption in five Crisil AA & annual 217 INE148I07VA5 7.0 3.24 3.97 27-Dec-24 27-Dec-31 Monthly ICRA AA payments; starting from the third 10.03% Anniversary 302Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) from the date of allotment Staggered Secured redemption in three annual Crisil AA & payments; 218 INE148I07VB3 5.0 0.57 0.65 27-Dec-24 27-Dec-29 Monthly ICRA AA starting from the third anniversary from the date 9.25% of allotment Bullet Secured Crisil AA & 219 INE148I07VC1 2.0 3.26 3.26 27-Dec-24 27-Dec-26 Cumulative repayment at ICRA AA NA maturity Staggered Secured redemption in five annual Crisil AA & payments; 220 INE148I07VD9 7.0 0.70 0.86 27-Dec-24 27-Dec-31 Annual ICRA AA starting from the third Anniversary from the date 10.50% of allotment Staggered Secured redemption in Eight annual Crisil AA & payments; 221 INE148I07VE7 10.0 3.23 4.44 27-Dec-24 27-Dec-34 Annual ICRA AA starting from the third anniversary from the date 10.75% of allotment Bullet Secured Crisil AA & 222 INE148I07VG2 3.0 4.20 4.31 27-Dec-24 27-Dec-27 Cumulative repayment at ICRA AA NA maturity 303Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) Bullet Secured Crisil AA & 223 INE148I07VH0 3.0 13.74 14.82 27-Dec-24 27-Dec-27 Monthly repayment at ICRA AA 9.48% maturity Staggered Secured redemption in Eight annual Crisil AA & payments; 224 INE148I07VI8 10.0 8.01 10.97 27-Dec-24 27-Dec-34 Monthly ICRA AA starting from the third anniversary from the date 10.25% of allotment Bullet Secured Crisil AA & 225 INE148I07VJ6 3.0 20.45 22.06 27-Dec-24 27-Dec-27 Monthly repayment at ICRA AA 9.02% maturity Staggered Secured redemption in Eight annual Crisil AA & payments; 226 INE148I07VK4 10.0 0.01 0.02 27-Dec-24 27-Dec-34 Monthly ICRA AA starting from the third anniversary from the date 9.80% of allotment Bullet Secured Crisil AA & 227 INE148I07VL2 2.0 4.75 4.97 27-Dec-24 27-Dec-26 Monthly repayment at ICRA AA 9.25% maturity Staggered Secured redemption in Eight Crisil AA & annual 228 INE148I07VM0 10.0 0.11 0.15 27-Dec-24 27-Dec-34 Annual ICRA AA payments; starting from the third 10.25% anniversary 304Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) from the date of allotment Bullet Secured Crisil AA & 229 INE148I07VN8 2.0 2.57 2.56 27-Dec-24 27-Dec-26 Cumulative repayment at ICRA AA NA maturity Staggered Secured redemption in three annual Crisil AA & payments; 230 INE148I07VO6 5.0 7.40 8.51 27-Dec-24 27-Dec-29 Annual ICRA AA starting from the third anniversary from the date 10.15% of allotment Bullet Secured Crisil AA & 231 INE148I07VQ1 2.0 0.10 0.10 27-Dec-24 27-Dec-26 Monthly repayment at ICRA AA 8.88% maturity Bullet Secured Crisil AA & 232 INE148I07VR9 5.0 12.37 13.37 27-Dec-24 27-Dec-29 Annual repayment at ICRA AA 9.90% maturity Bullet Secured Crisil AA & 233 INE148I07VS7 3.0 19.90 21.50 27-Dec-24 27-Dec-27 Annual repayment at ICRA AA 9.40% maturity Staggered Secured redemption in three annual Crisil AA & payments; 234 INE148I07VT5 5.0 9.56 10.96 27-Dec-24 27-Dec-29 Monthly ICRA AA starting from the third anniversary from the date 9.71% of allotment Staggered Secured Crisil AA & redemption 235 INE148I07VV1 5.0 23.02 26.45 27-Dec-24 27-Dec-29 Annual ICRA AA in three 9.65% annual 305Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) payments; starting from the third anniversary from the date of allotment Bullet Secured Crisil AA & 236 INE148I07VW9 2.0 10.53 11.03 27-Dec-24 27-Dec-26 Annual repayment at ICRA AA 9.65% maturity Bullet Secured Crisil AA & 237 INE148I07VX7 10.0 34.95 35.00 14-Jan-25 13-Jan-35 Annual repayment at ICRA AA 9.95% maturity Bullet Secured Crisil AA & 238 INE148I07UX9 4.8 34.99 35.00 14-Jan-25 20-Oct-29 Annual repayment at ICRA AA 9.75% maturity Bullet Secured Crisil AA & 239 INE148I07UY7 1.6 129.97 130.00 14-Jan-25 28-Aug-26 Annual repayment at ICRA AA 9.25% maturity Bullet Secured Crisil AA & 240 INE148I07SY1 2.2 48.98 49.00 28-Jan-25 3-Apr-27 Annual repayment at ICRA AA 9.75% maturity Bullet Secured Crisil AA & 241 INE148I07TY9 3.0 145.06 145.00 28-Mar-25 12-Apr-28 Annual repayment at ICRA AA 9.75% maturity Bullet Secured Crisil AA & 242 INE148I07VY5 2.0 5.90 6.22 19-Mar-25 19-Mar-27 Annual repayment at ICRA AA 9.25% maturity Bullet Secured Crisil AA & 243 INE148I07WE5 2.0 8.54 9.00 19-Mar-25 19-Mar-27 Annual repayment at ICRA AA 9.65% maturity Bullet Secured Crisil AA & 244 INE148I07WH8 2.0 6.91 7.27 19-Mar-25 19-Mar-27 Monthly repayment at ICRA AA 9.25% maturity Bullet Secured Crisil AA & 245 INE148I07WG0 2.0 0.01 0.01 19-Mar-25 19-Mar-27 Cumulative repayment at ICRA AA NA maturity 306Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) Bullet Secured Crisil AA & 246 INE148I07WC9 2.0 7.70 8.11 19-Mar-25 19-Mar-27 Cumulative repayment at ICRA AA NA maturity Bullet Secured Crisil AA & 247 INE148I07WB1 3.0 0.01 0.01 19-Mar-25 19-Mar-28 Annual repayment at ICRA AA 9.40% maturity Bullet Secured Crisil AA & 248 INE148I07WI6 3.0 14.31 15.57 19-Mar-25 19-Mar-28 Annual repayment at ICRA AA 9.90% maturity Bullet Secured Crisil AA & 249 INE148I07WU1 3.0 58.02 63.00 19-Mar-25 19-Mar-28 Monthly repayment at ICRA AA 9.02% maturity Bullet Secured Crisil AA & 250 INE148I07WV9 3.0 24.10 26.17 19-Mar-25 19-Mar-28 Monthly repayment at ICRA AA 9.48% maturity Bullet Secured Crisil AA & 251 INE148I07WD7 3.0 0.09 0.10 19-Mar-25 19-Mar-28 Cumulative repayment at ICRA AA NA maturity Bullet Secured Crisil AA & 252 INE148I07WL0 3.0 5.91 6.43 19-Mar-25 19-Mar-28 Cumulative repayment at ICRA AA NA maturity Staggered Secured redemption in three annual Crisil AA & payments; 253 INE148I07WT3 5.0 5.91 6.85 19-Mar-25 19-Mar-30 Annual ICRA AA starting from the third anniversary from the date 10.15% of allotment Staggered Secured redemption in three Crisil AA & 254 INE148I07WP1 5.0 8.83 10.21 19-Mar-25 19-Mar-30 Monthly annual ICRA AA payments; starting from 9.71% the third 307Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) anniversary from the date of allotment Staggered Secured redemption in five annual Crisil AA & payments; 255 INE148I07WX5 7.0 1.18 1.46 19-Mar-25 19-Mar-32 Annual ICRA AA starting from the third Anniversary from the date 10.50% of allotment Staggered Secured redemption in five annual Crisil AA & payments; 256 INE148I07WM8 7.0 0.95 1.18 19-Mar-25 19-Mar-32 Monthly ICRA AA starting from the third Anniversary from the date 10.03% of allotment Staggered Secured redemption in Eight annual Crisil AA & payments; 257 INE148I07WS5 10.0 2.88 4.00 19-Mar-25 19-Mar-35 Annual ICRA AA starting from the third anniversary from the date 10.25% of allotment Staggered Secured redemption Crisil AA & 258 INE148I07WR7 10.0 3.01 4.18 19-Mar-25 19-Mar-35 Annual in Eight ICRA AA annual 10.75% payments; 308Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) starting from the third anniversary from the date of allotment Staggered Secured redemption in Eight annual Crisil AA & payments; 259 INE148I07WA3 10.0 0.01 0.02 19-Mar-25 19-Mar-35 Monthly ICRA AA starting from the third anniversary from the date 9.80% of allotment Staggered Secured redemption in Eight annual Crisil AA & payments; 260 INE148I07VZ2 10.0 6.86 9.53 19-Mar-25 19-Mar-35 Monthly ICRA AA starting from the third anniversary from the date 10.25% of allotment Bullet Secured Crisil AA & 261 INE148I07WJ4 5.0 3.63 4.21 19-Mar-25 19-Mar-30 Monthly repayment at ICRA AA 9.71% maturity Bullet Secured Crisil AA & 262 INE148I07WY3 5.0 79.99 80.00 19-Jun-25 19-Jun-30 Annual repayment at ICRA AA 9.50% maturity Bullet Secured Crisil AA & 263 INE148I07XA1 3.0 59.99 60.00 19-Jun-25 19-Jun-28 Annual repayment at ICRA AA 9.45% maturity Bullet Secured Crisil AA & 264 INE148I07XB9 4.0 64.99 65.00 19-Jun-25 19-Jun-29 Annual repayment at ICRA AA 9.45% maturity 309Amount Amount outstanding Tenor/Period outstanding as Interest S. as on June 30, 2025 Date of Date of Latest Credit Repayment Secured/ ISIN No. of Maturity in Coupon on June 30, Payment No. (as per Ind-AS) (₹ in Allotment Redemption Rating* schedule Unsecured Years 2025 (₹ in Frequency crore) crores) Bullet Secured Crisil AA & 265 INE14807WZ0 10.0 79.99 80.00 19-Jun-25 19-Jun-35 Annual repayment at ICRA AA 9.75% maturity Total 12,116.84 12,198.39 - - - - - - * Outlook of Credit Ratings mentioned above is “Stable”. 310Security for Secured Non-Convertible Debentures: Security for Secured NCDs: Secured Redeemable Non – Convertible Debentures are secured a first pari passu charge on (i) all the current assets (including investments) of the Company, both present and future and (ii) all current and future loan assets of the Company and all monies receivable thereunder. The minimum asset cover required to be maintained by the Company for each secured NCD ranges from 1.00 times to 1.25 times excluding High Quality Liquid Assets (as defined in Liquidity Risk Management Framework for Non-Banking Financial Companies and Core Investment Companies, 2019, as amended from time to time). Penalty Clause to all Secured Non-Convertible Debentures: Penalty clause applicable to all Secured Non-Convertible Debentures – (i) In case of default in payment of interest and/or principal redemption on the due dates, additional interest of at least 2% p.a.over the coupon rate shall be payable by our Company for the defaulting period (ii) In case of delay in listing of the debt securities beyond 15 days from the deemed date of allotment, our Company shall pay penal interest of at least 2% p.a over the coupon rate from the expiry of 30 days from the deemed date of allotment till the listing of such debt securities to the investor (iii) Security to be created within three months from the date of closure of the issue in accordance with SEBI Debt Regulations. In case of delay in execution of Trust Deed and Charge documents, the Company would refund the subscription with agreed rate of interest or will pay penal interest of at least @ 2% p.a. over the coupon rate till these conditions are complied with at the option of the investor. Details of rest of the secured borrowings (if any, including but not limited to, hybrid debt like foreign currency convertible bonds/ optionally convertible debentures/ Preference Shares) as on June 30, 2025: 311Sanctioned Amount without Sanctioned after outstanding as Amount Lender considering considering of June 30, outstanding as of Repayment Credit S. No. Facility Security Trustee Name conversion conversion amount 2025 June 30, 2025 (₹ Date Rating Amount (₹ in (₹ in crores) (as per Ind-AS) in crores) crores) (₹ in crore) Foreign Currency DB Trustee and 1 Various 1,101.38 5.87 6.84 6.84 4-Mar-26 N.A. Secured Convertible Bonds*# ITSL B+/ Stable by S&P DB Trustee and 2 Various Dollar Bonds**# 2,914.68 NA 2,741.68 2,771.62 3-Jul-27 Secured Global ITSL Ratings Total 4,016.07 - 2,748.52 2,778.47 * Out of the total issued amount of FCCBs i.e. USD 150.00 million, USD 2,50,000/- have been converted to Equity w.e.f. 18th June 2021 and further USD 2,50,000/- have been converted to Equity w.e.f December 20, 2021. Put Option excercised and repaid on for USD 14,87,00,000/- ** Dollar bonds buyback of USD 26.00 million in Q3FY25 # Dollar Bonds and FCCB outstanding amounts are revalued as on June 30, 2025 using closing exchange rate as per FBIL on that date Security: A first ranking pari passu charge (by way of hypothecation) over (A) all the current assets of the Issuer, both present and future; an (B) all current and future loan assets of the Issuer, including all the monies receivable thereunder excluding High Quality Liquid Assets (as defined in Liquidity Risk Management Framework for Non- Banking Financial Companies and Core Investment Companies, 2019, as amended from time to time). 312External commercial borrowings of the Company: Set forth below is a brief summary of the term loans taken by our Company from various international financial institutions in foreign currency: S. Party Name (in Total Facility Amount Principal Interest Repaymen Prepayment Credit No. case of Facility) amount of outstanding as Amount rate t date/ Rating / Instrument loan of June 30, outstandin schedule Name sanctioned 2025 (as per g as of June Ind-AS) 30, 2025 (₹ in crore) (₹ in crore) 1. S tate Bank of USD 50 Term 427.58 427.72 Overni August Loans may be prepaid NA India, IFSC million (₹ Loan ght 29, after the last day of the Banking Unit 399.00 SOFR 2027 Availability Period, on crores) +3.10 an interest payment % date, in whole or in part, in multiples of USD 5 mn, on 5 business days' prior notice, without any prepayment penalty, subject to the compliance with the stipulated Minimum average maturity period as applicable to the loan and other guidelines as stipulated by RBI. ECB outstanding amounts are revalued as on June 30, 2025 using closing exchange rate as per FBIL on that date Security: First ranking pari passu charge on receivables and current assets (including cash, cash equivalents and investments) of the Borrower, both present and future. Other Secured Borrowings Our Company has no other secured borrowing other than: (a) as set out above as on June 30, 2025; (b) the securitisation outstanding on standalone basis amount of ₹ 4,810.80 crores as on June 30, 2025. Details of Unsecured Loan Facilities: Subordinated Debt Our Company has issued unsecured redeemable subordinated non-convertible debentures of which ₹ 3,654.12 crores is outstanding as of June 30, 2025, the details of which are set forth further below: Particulars Amount (₹ in crores) 3,47,513 secured NCDs of face value of ₹ 1,00,000 each 3,448.20 20,59,763 secured NCDs of face value of ₹ 1,000 each 205.92 Total 3,654.12 Redemption date represents actual maturity date: 313Tenor/ Amount outstanding Amount period of as on June 30, 2025 (as outstanding as Date of Date of Interest payment Latest credit Repayment S. No. ISIN No. Coupon maturity in per Ind AS) (₹ in on June 30, 2025 allotment redemption frequency rating# schedule years crore) (₹ in crore) Crisil AA, ICRA Bullet 1 INE148I08199 10 10.10% 8.15 8.15 21-Jul-15 21-Jul-25 Annual AA ,CARE AA- & repayment at BWR AA+ maturity Crisil AA, ICRA Bullet 2 INE148I08207 10 10.00% 164.90 165.00 3-Aug-15 3-Aug-25 Annual AA ,CARE AA- & repayment at BWR AA+ maturity Crisil AA, ICRA Bullet 3 INE148I08215 10 9.30% 607.91 609.70 29-Jun-16 29-Jun-26 Annual AA ,CARE AA- & repayment at BWR AA+ maturity Crisil AA, ICRA Bullet 4 INE148I08231 10 8.79% 2.41 2.42 26-Sep-16 26-Sep-26 Monthly AA ,CARE AA- & repayment at BWR AA+ maturity Crisil AA, ICRA Bullet 5 INE148I08249 10 9.00% 0.15 0.15 26-Sep-16 26-Sep-26 Annual AA ,CARE AA- & repayment at BWR AA+ maturity Crisil AA, ICRA Bullet 6 INE148I08256 10 9.15% 194.46 195.35 26-Sep-16 26-Sep-26 Annual AA ,CARE AA- & repayment at BWR AA+ maturity Crisil AA, ICRA Bullet 7 INE148I08272 10 NA 2.03 0.95 26-Sep-16 26-Sep-26 Annual AA ,CARE AA- & repayment at BWR AA+ maturity Crisil AA, ICRA Bullet 8 INE894F08087 15 10.65% 108.47 110.03 5-Jun-12 5-Jun-27 Annual AA ,CARE AA- & repayment at BWR AA+ maturity Crisil AA, ICRA Bullet 9 INE894F08103 15 10.25% 100.00 100.00 28-Jun-12 28-Jun-27 Annual AA ,CARE AA- & repayment at BWR AA+ maturity Crisil AA, ICRA Bullet 10 INE894F08111 15 10.65% 48.93 49.65 30-Jun-12 30-Jun-27 Annual AA ,CARE AA- & repayment at BWR AA+ maturity Crisil AA, ICRA Bullet 11 INE148I08298 10 8.35% 894.77 900.00 8-Sep-17 8-Sep-27 Annual AA ,CARE AA- & repayment at BWR AA+ maturity Crisil AA, ICRA Bullet 12 INE894F08137 15 10.65% 32.00 32.60 15-Nov-12 15-Nov-27 Annual AA ,CARE AA- & repayment at BWR AA+ maturity 314Tenor/ Amount outstanding Amount period of as on June 30, 2025 (as outstanding as Date of Date of Interest payment Latest credit Repayment S. No. ISIN No. Coupon maturity in per Ind AS) (₹ in on June 30, 2025 allotment redemption frequency rating# schedule years crore) (₹ in crore) Bullet ICRA AA & Crisil 13 INE148I08306 10 8.80% 1,483.08 1,500.00 27-Mar-18 27-Mar-28 Annual repayment at AA maturity Bullet Annually & At ICRA AA, BWR 14 INE148I08322 7.2 9.75% 2.77 2.88 24-Sep-21 22-Dec-28 repayment at Maturity AA+ & Crisil AA maturity Bullet ICRA AA, BWR 15 INE148I08330 7.2 8.89% 0.00* 0.00* 24-Sep-21 22-Dec-28 Monthly repayment at AA+ & Crisil AA maturity Bullet ICRA AA, BWR 16 INE148I08348 7.2 9.35% 4.09 4.24 24-Sep-21 22-Dec-28 Monthly repayment at AA+ & Crisil AA maturity Total 3,654.12 3,681.11 * The numbers are rounded off up to two decimal points. # Outlook of Credit Ratings mentioned above is “Stable”. 315Perpetual Debt Our Company has issued unsecured redeemable subordinated perpetual debentures of which ₹100.00 crores is outstanding (as per Ind-AS) as on June 30, 2025, the details of which are set forth below: Particulars Amount (₹ in crores) 10,000 unsecured NCDs of face value of ₹ 1,00,000 each 100.00 Total 100.00 S. Description Tenor Coupon Amount Amount Date of Date of Credit Rating* Interes Repay No. (ISIN) (in Rate outstanoutstanding (₹ in allotment redemption t ment Years) (in %) ding (as crores) paymeschedul per Ind- nt e AS) (₹ freque in ncy crores) INE894F08 Perpet CARE A+ & Annu N.A. 1. 1 10.60% 100.00 100.00 28-Jun-12 Perpetual 095 ual BWR AA al Total 100.00 100.00 * Outlook of credit ratings mentioned above is “Stable”. Commercial papers As at June 30, 2025, our Company has outstanding commercial papers. The details are set forth below: 316Amount Amount outstanding Details of Tenor/ period outstanding Latest as of June Date of Date of Secured / issuing and S. No. ISIN of maturity in Coupon as of June Credit Security 30, 2025 (as Allotment Redemption Unsecured paying years 30, 2025 (₹ Rating* per Ind-AS) agent in crores) (₹ in crore) IPA: The 1.0 Federal 1 INE148I14YU3 8.50% 47.19 50.00 25-Feb-25 25-Feb-26 Crisil A1+ Unsecured NA Bank IPA: The 1.0 Federal 2 INE148I14YV1 8.50% 47.19 50.00 11-Apr-25 10-Apr-26 Crisil A1+ Unsecured NA Bank IPA: The 1.0 Federal 3 INE148I14YV1 8.50% 4.72 5.00 11-Apr-25 10-Apr-26 Crisil A1+ Unsecured NA Bank * Outlook of credit ratings mentioned above is “Stable”. 317Details of corporate guarantees: The amount of corporate guarantees issued by our Company as on June 30, 2025: S. Corporate Guarantee g iven by the Company Outstanding No. liability as on June 30, 2025 (₹ in crores) 1. Corporate guarantees provided to NABARD for loan taken by Indiabulls Commercial Credit 80.00 Limited 2. Unique Identification Authority of India for Aadhaar verification of loan applications 0.25 T otal 80.25 Details of letter of comfort issued by the Company: Our Company has not provided any letter of comfort as on June 30, 2025. Inter-Corporate Deposits: Please see “– Details of loans/ guarantees given to and loans/advances from related parties outstanding as of June 30, 2025” on page 321. Inter-Corporate Loans: Please see “– Details of loans/ guarantees given to and loans/advances from related parties outstanding as of June 30, 2025” on page 321. Loan from Directors and relatives of Directors: Our Company has not raised any loan from directors and relatives of directors as on June 30, 2025. Restrictive Covenants under our Financing Arrangements: Many of our financing arrangements include various restrictive conditions and covenants restricting certain corporate actions and our Company is required to take the prior approval of the lenders before carrying out such activities. For instance, our Company, inter alia, is required to obtain the prior written consent in the following: i. To create or permit to submit any charge, pledge, lien or other encumbrances over the receivables in favour of any other party/person if it breaches the security cover of the facility; ii. To transfer, encumber, charge, pledge, hypothecate or mortgage the receivables in respect of the identified loans if it breaches the security cover of the facility; iii. To change or in way alter the capital structure of the borrowing concern; iv. Effect any scheme of amalgamation or reconstitution; v. Implement a new scheme or expansion or take up an allied line of business or manufacture; vi. Enlarge the scope of the other manufacturing/trading activities, if any; vii. Withdraw or allow to be withdrawn any moneys brought in by the directors or relatives and friends of the directors; viii. Invest any funds by way of deposits, or loans or in share capital of any other concern (including subsidiaries) so long as any money is due; ix. To change its constitution, more particularly change in directors or in the core management team or any merger/acquisition/amalgamation; x. To undertake any new project/ any further expansion; xi. To obtain any fund based/non fund based credit facility from any financial institution or any other source if it breaches the security cover of the facility; xii. To effect any change in Company’s capital structure; 318xiii. To undertake any investment activity within group companies except transactions with holding company in normal course of business; xiv. To enter into any scheme of expansion programme or take up any new activities; xv. To invest or lend money except in the ordinary course of business or act as surety or guarantor; xvi. To lease out or dispose of the building/ machinery/ vehicle/ other assets or any part of the building/ machinery/ vehicle/ other assets mortgaged/ hypothecated or shift of plant and machinery/ vehicle/ other assets to any other place if it breaches the security cover of the facility; xvii. To transfer, encumber, charge, alienate its movable/ immovable assets (both present and future) in any manner whatsoever which materially or substantially affect the business or interest and other money, etc.; xviii. To enter into borrowing arrangement either secured or unsecured with any other bank, financial institution, company or otherwise accept deposit if it breaches the security cover of the facility; xix. To permit any merger, consolidation, scheme or arrangement or compromise with its creditors or shareholders or effect any scheme of amalgamation or reconstruction; xx. Implement any scheme of expansion/ diversification/ modernisation other than incurring routine capital expenditure; xxi. Make any investments by way of share capital, or debentures or loan or to place deposits with any concern except giving trade credits/ except in normal course of business; xxii. Revalue its assets at any time; xxiii. Permit any transfer of the controlling interest of directors or make drastic change in the management set up; xxiv. Enter into contractual obligations of long term nature or affecting the borrower’s financial position to any significant extent; xxv. Carry on general trading activity other than the sale of its own products; xxvi. Purchase or sell capital goods on hire purchase basis or lease basis; xxvii. Increase the remuneration of directors/ partners whether by way of salary, commission, perquisite, sitting fees, etc. or make any change in the existing practice with regard to payment of remuneration, salary, perquisite, sitting fees, etc.; xxviii. To make investments in or giving loans to subsidiary or associate companies to effect mergers and acquisitions; xxix. To pay dividend other than out of the current year’s earnings after making the due provisions applicable only in the event of default; xxx. To give guarantee on behalf of third parties except in the ordinary course of business; xxxi. To make any amendment in our Company’s memorandum and articles of association; xxxii. To enter into partnership, profit sharing or royalty agreement or other similar arrangement whereby its income or profits are or might be shared with any other person, firm or company or enter into any management contract or similar arrangement whereby the business and operations of the borrower are managed by any person, firm or company; and xxxiii. To change the registered office or the location of the borrower. Events of Default under our Financing Arrangements: Set forth below, is a list of the key events that constitute a default of covenants under our facility agreements for our financing arrangements and also attract a penal interest in some cases. These include, but are not limited to: i. Default in the repayments of the loans by our Company; ii. Entering into a composition with its creditors; iii. If our Company becomes bankrupt or is adjudicated as insolvent or any insolvency petition is filed against our Company; iv. Order or resolution passed for the winding up of our Company, or if a petition or a notice of a meeting to pass such a resolution has been initiated; v. If any of the representations made by our Company in the application for granting credit facilities is found to be untrue or false; vi. If any instalments of the principal money, due in respect of the loans, whether payment is demanded or not, remain unpaid on the due date for payment by our Company; vii. Any interest due in respect of the loan remaining unpaid and in arrears after the same have become due; viii. Any execution, attachment or distraint being enforced or levied against the whole or any part of our Company’s property; ix. A receiver being appointed in respect of the whole or any part of the property of our Company; 319x. Ceasing or threatening to cease, to carry on the activity/ activities for the purpose for which loans are borrowed or availed; xi. The occurrence of any circumstance which is prejudicial to or impairs, imperils or depreciates or is likely to depreciate the value of the security given to the bank by our Company; xii. The occurrence of any event or circumstances which would likely or prejudicially or adversely affect in any manner the capacity of our Company to repay our loans; xiii. Going into liquidation, except for the purpose of amalgamation or reconstruction; xiv. Cross default; xv. Failure on our Company’s part to create the security as provided in the respective facility agreement; xvi. Default in perfection of securities; xvii. Inadequate insurance; xviii. Invalidity or unenforceability of the documents of our Company; xix. Nationalisation or expropriation of our Company’s assets or operations; xx. Downgrade in rating below present rating; xxi. Non-compliance with RBI / NHB norms; xxii. Change in ownership or management control of our Company; and xxiii. Diversion of funds apart from the purpose for which the respective facilities are sanctioned by the banks. Servicing behaviour on existing debt securities, payment of due interest on due dates on term loans and debt securities: As on the date of this Draft Shelf Prospectus, there has been no rescheduling, default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities, commercial paper (including technical delay) and other financial indebtedness, including corporate guarantee(s) or letter of comfort issued by our Company, in the preceding three financial years and current financial year. Details of any outstanding borrowing taken/ debt securities issued where taken/ issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option: S. Description Tenor Coupon Amount Principal Date of Date of Latest Premium / No. (ISIN) (in Rate (in outstanding amount Allotment Redemption Credit Discount Years) %) as of June outstanding Rating 30, 2025 (as as of June per Ind-AS) 30, 2025 (₹ (₹ in crore) in crores) 1. INE148I07IQ8 9.9 8.43% 59.95 60.00 March 28, February Crisil Premium (₹ 2018 22, 2028 AA/Stable 1,011,836 per & ICRA debenture) AA/ Stable 2. INE148I07JF9 9.9 8.90% 24.93 25.00 September August 4, Crisil Discount (₹ 07, 2018 2028 AA/Stable 999,231 per & ICRA debenture) AA/ Stable 3. INE148I07SY1 2.2 9.75% 48.98 49.00 January April 3, Crisil Premium (₹ 28, 2025 2027 AA/Stable 1,00,311.80 & ICRA per AA/ debenture) Stable Total 134.01 134.00 320Details of loans/ guarantees given to and loans/ advances from related parties outstanding as of June 30, 2025: S. Particulars Amount No. (₹ in crores) 1. Corporate Guarantee given to NABARD for ICCL - (NABARD Loan outstanding as on June 30, 80.00 2025) 2. Loan from Subsidiaries Companies 1,784.00 Total 1,864.00 321SECTION VI: LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATIONS AND DEFAULTS Our Company, Subsidiaries and Directors are subject to various legal proceedings from time to time, mostly arising in the ordinary course of its business. The legal proceedings are initiated by us and also by customers and other parties. These legal proceedings are primarily in the nature of (a) consumer complaints, (b) petitions pending before appellate authorities, (c) criminal complaints, (d) civil suits, and (e) tax matters. We believe that the number of proceedings which we are involved in is not unusual for a company of our size in the context of doing business in India. In terms of the SEBI ICDR Regulations, our Company does not have any identifiable promoter. Additionally, in terms of Regulation 2(r) of the SEBI NCS Regulations, our Company does not have any Group Companies. For the purpose of disclosures in this Draft Shelf Prospectus, our Company has considered the following litigations as ‘material’ litigations: 1. all pending proceedings whether civil, arbitral, tax related litigations, or otherwise of our Company, Subsidiaries and Directors of value exceeding 1% of the consolidated net worth of our Company as on March 31, 2025, i.e., exceeds ₹ 216.21 crores (the “Materiality Threshold”); and 2. any other outstanding legal proceeding which is likely to have a material adverse effect on the financial position, profitability and cash flows of our Company. Save as disclosed below, there are no: 1. outstanding civil or tax proceedings involving the Company, Subsidiaries and Directors in which the pecuniary amount involved is in excess of the Materiality Threshold. 2. outstanding actions initiated or show-cause notices issued by regulatory authorities such as SEBI, RBI, NHB or the Stock Exchanges or ministry of corporate affairs, registrar of companies or any other such authorities, involving the Company, its Subsidiaries and Directors. 3. outstanding criminal proceedings filed by or against the Company, its Subsidiaries and Directors. 4. defaults in or non-payment of any statutory dues by the Company for the preceding three financial years and current financial year. 5. inquiries, inspections or investigations initiated or conducted under the securities laws or Companies Act or any previous companies’ law against our Company and our Subsidiaries and if there were any prosecutions filed (whether pending or not), any fines imposed or compounding of offences done, in the last three years immediately preceding the year of this Draft Shelf Prospectus. 6. outstanding litigation involving our Company, Subsidiaries, Directors or any other person, whose outcome would have a material adverse effect on our financial position, or which may affect the Issue or an investor’s decision to invest in the Issue. 7. pending proceedings initiated against our Company for economic offences. 8. material frauds committed against our Company in the preceding three financial years and current financial year and actions taken by our Company in this regard. I. Involving our Company A. Criminal Proceedings Against our Company 3221. Manisha Rajgaria (the “Complainant”) filed a complaint dated July 19, 2010 before the Chief Judicial Magistrate, South 24 Parganas at Alipore (“CJM, Alipore”) against our Company and Sameer Gehlaut in his capacity as the erstwhile managing director of our Company (the “Erstwhile MD”) alleging commission of criminal breach of trust punishable under Section 406 of the IPC for misappropriation of the cheques issued by the Complainant which were encashed by our Company after the loan account was closed upon due payments made by the Complainant. The CJM, Alipore took cognizance of the matter and transferred the matter to the Judicial Magistrate, Alipore (“JM, Alipore”) for disposal. By an order dated July 29, 2010 (the “Impugned Order”), the JM, Alipore issued process against the Erstwhile MD. The matter was last heard on August 13, 2020. Additionally, our Company has filed an application in the High Court of Calcutta (the “Calcutta High Court”) seeking to inter alia (i) quash the Order and the proceedings before the JM, Alipore; and (ii) stay the proceedings before the JM, Alipore. By an order dated June 20, 2010, the Calcutta High Court stayed the proceedings before the JM, Alipore for a period of 10 weeks. The matter is currently ongoing. 2. Joy Gopal Mukherjee (the “Complainant”) filed a complaint before the Additional Chief Judicial Magistrate, at Durgapur (the “ACJM, Durgapur”) against Arun Kumar and Mintu Saha who are employees of our Company (collectively, the “Accused”) alleging commission of offence punishable under Section 403, 406, 511, 420 of the IPC on grounds that the Accused allegedly demanded money in excess of his loan liabilities and misappropriated cheques provided as security for the loan extended by our Company. By an order dated April 19, 2016, the ACJM, Durgapur issued summons to the Accused. The Accused have filed quashing petition before the High Court of Judicature at Calcutta (the “Calcutta High Court”) and the Calcutta High Court by an order dated September 28, 2016 stayed the proceedings before the ACJM, Durgapur for six weeks. The matter is currently ongoing. 3. The Commissioner of Police, Greater Chennai Square, Chennai received a complaint filed by K. Ganapathi Mudaliar, on behalf of Uma Maheshwari (the “Complainant”) against our Company, C Vengatesh, Softex Private Limited and V. Vijayalashmi alleging, inter alia, cheating, criminal breach of trust and forgery. It was alleged that Uma Vijayalaskmi entrusted the property documents with C Vengatesh before settling in the United Stated of America and such property was illegally mortgaged by C Vengatesh as security against loan obtained from our Company. Subsequently, the Sub-Inspector of Police, Central Crime Branch registered a first information report against the accused on February 02, 2010. Upon completion of the investigation, the final report November 11, 2014 was filed before the XI Metropolitan Magistrate, Saidapet Chennai (the “XI MM, Chennai”) pursuant to which a charge sheet (the “Charge Sheet”) was made against C Vengatesh, V. Vijayalashmi and Amrish Agarwal, former employees of our Company (collectively, the “Accused”). Subsequently, Amrish Agarwal, has filed a quashing petition in the High Court of Judicature at Madras (the “Madras High Court”) seeking to quash the Charge Sheet on the grounds that even if the facts stated in the FIR were accepted as true, no offence can made out against him. By an order dated July 9, 2015, the Madras High Court while disposing of the petition held Amrish Agarwal has been accused on the sole basis that he was the manager who sanctioned the loan which by itself is not sufficient to criminally hold a person liable and ordered for reinvestigation into the matter. Additionally, the Madras High Court directed Amrish Agarwal to surrender before the XI MM, Chennai and give a bond of ₹ 25,000 with two sureties pursuant to which the XI MM, Chennai shall release Amrish Agarwal on bail. It further directed both the de facto complainant Uma Maheshwari and Amrish Agarwal to appear before the assistant commissioner of police as and when required and in case of non- cooperation, the bail issued to Amrish Agarwal may be cancelled. Furthermore, the Complainant has filed a petition for further investigation in the Madras High Court seeking to direct the Sub-Inspector of Police, Central Crime Branch, EDF – II, Team 4 to conduct further investigation and file additional / supplementary report within reasonable time. The matter is currently ongoing. 4. Minnie Verghese has registered a first information report in Hennur Police Station, Bengaluru against Prabin Pradhan, who is an employee of our Company, S.B Sudhakar and Narasimha Reddy (collectively, the “Accused”) for, inter alia, alleged cheating and criminal conspiracy on account of sanctioning loan facilities by our Company against property documents forged by S.B Sudhakar, pursuant to which a charge sheet was made against the Accused. The XI Additional Chief Metropolitan Magistrate, Bengaluru (“XI CMM, Bengaluru”) took cognizance of the matter and issued process by an order dated April 19, 2016. Prabin Pradhan, Azahar Ali and Sriharsha K, employees of our Company (collectively, the “Petitioners”) filed a criminal petition in the High Court of Karnataka (“Karnataka High Court”) for quashing the proceedings initiated before the XI CMM, 323Bengaluru and filed an application praying for a stay on further proceedings. The Karnataka High Court through its order dated June 8, 2016 granted a stay on the proceedings for a period of 12 weeks and recalled the non- bailable warrants but clarified that the Petitioners shall appear before the court in all hearings. The matter has since not been listed. 5. Joginder Sansanwal (the “Complainant”) filed an application before the Metropolitan Magistrate, Patiala House Court, New Delhi (“Patiala House, Delhi”) under Section 156 of the CrPC against our Company in relation to the dispute pertaining to the applicable rate of interest and tenure of the loan facility extended to the Complainant and alleged forgery and fabrication of certain loan documents. By an order dated November 17, 2018, the Patiala House, Delhi directed the registration of a first information report (the “FIR”) against our Company. Subsequently, the parliament street police station registered an FIR on December 1, 2018 against our Company for offenses punishable under Sections 406, 420, 468 and 471 of IPC. The matter is currently ongoing. 6. Raghani Property Holdings Private Limited (“Complainant”), filed a criminal complaint dated April 19, 2017 before the Chief Metropolitan Magistrate, Calcutta (the “CMM, Calcutta”) against our Company, Sameer Gehlaut, our erstwhile promoter, Gagan Banga and Sachin Chaudhary, in their capacity as our Director, Labh Singh Sitara, Prem Prakash Mirdha, Shamesher Singh Ahlawat, Ajit Kumar Mittal (erstwhile Director) and Ashwini Omprakash Kumar (erstwhile Director) in their capacity as Directors of our Company, and Lucina Land Development Limited (“LLDL”) and certain directors and executives of LLDL (collectively, the “Respondents”) alleging commission of offences punishable under Sections 406, 409, 506 and 420 read with Sections 34 and 120B of the IPC in relation to repayment of a loan extended by our Company. The Complainant has alleged that the Respondents have entered into criminal conspiracy and have cheated the Complainant. The Complainant has also alleged that the Respondents have engaged in unilaterally modifying the terms of the “interest subvention scheme” under which the Complainant had availed loan from our Company to purchase of two apartments at “Indiabulls Greens” situated at Raigad, Maharashtra. The CMM, Calcutta took cognizance of the matter and transferred the matter to the Metropolitan Magistrate, 19th Court, Calcutta (the “MM Court, Calcutta”) for enquiry and disposal. By an order dated April 25, 2017 (the “Impugned Order”), the MM Court, Calcutta issued summons and processes against the Respondents. Subsequently, the Respondents filed a petition in the High Court of Calcutta, Criminal Revisional Jurisdiction (the “Calcutta High Court”) seeking to (i) quash the Order and the proceedings before the CMM, Calcutta; and (ii) to stay the proceedings before the MM Court, Calcutta. By an order dated July 5, 2017 (the “Stay Order”), the Calcutta High Court granted a stay on proceedings for six weeks or until further orders with liberty to apply for extension of the stay order. The stay granted through the Stay Order has been periodically extended through orders of the Calcutta High Court and was last extended by the Calcutta High Court on its own motion till September 15, 2021 with liberty to parties to apply for vacation of such order. Application for extension of the Stay Order has been filed. The matter is currently ongoing. 7. In June, 2013, Bishan Singh Singhal, Uma Singhal and Anand Singhal availed two loans of ₹4.75 crores and ₹1.39 crores amounting to total borrowings of ₹6.14 crores (together, the “Loans”) by creating mortgage on their property. Following the disbursal of the Loans, the borrowers failed to make timely repayments. Due to continuous default in repayment of these Loans, our Company initiated SARFAESI proceedings against the borrowers. As a counter the borrower, Bishan Singhal registered an FIR dated January 27, 2021 against our Company and its employees for committing an offence of cheating, fraud, forgery, criminal breach of trust and criminal conspiracy punishable under Sections 406, 420, 467, 468, 471, 120-B & 34 of the IPC at P.S. EOW, Delhi (the “FIR”). Our Company and all proceedings emanating therefrom (the “Petition”). Our Company has filed a criminal writ petition dated April 15, 2023 under Article 32 of the Constitution of India before the Supreme Court of India (the “Supreme Court”) seeking inter alia (i) issuance of mandamus outlaying guidelines for police officials and judicial magistrate to desist from initiating criminal proceedings against our Company pursuant to the FIR; and (ii) issuance of certiorari for quashing of the FIR. The Supreme Court thereafter, vide order dated April 28, 2023 had directed the proceedings in the FIR to be stayed. Further, vide the order dated July 4, 2023 passed by the Supreme Court in criminal writ petition, the Supreme Court had permitted our Company to, inter alia, approach the High Court of Delhi (the “Delhi High Court”) to challenge the FIR within two weeks. Subsequently, our Company has filed a petition under Section 482 of the CrPC before the Delhi High Court against Government of NCT of Delhi, Bishan Singh Singhal and others, seeking quashing of the FIR. The Delhi High Court vide order dated July 21, 2023 has issued notice on the Petition. The matter is currently ongoing. 3248. An application dated November 28, 2016 was filed by a third party objector, Sutar Buildcon Private Limited (“Sutar Buildcon”), before the Chief Metropolitan Magistrate, Dwarka Courts, New Delhi (“CMM, Dwarka”), under Section 340 of the CrPC in relation to the petition filed by our Company against M/s Traders under Section 14 of the SARFAESI Act. For details in relation to this petition filed by our Company, please see “– Outstanding criminal litigation by our Company” on page 325. Sutar Buildcon alleged that it had purchased the property prior to creation of mortgage in our favor. Our Company has filed a petition dated November 2, 2018 before the High Court of Delhi under Section 482 of CrPC seeking the dismissal or quashing of the proceedings initiated before CMM, Dwarka. The matter is currently pending. 9. Yamuna Expressway Industrial Development Authority, Greater Noida (the “YEIDA”) filed an FIR dated April 15, 2023 (the “YEIDA FIR”) against our Company and Kadam Developers Private Limited, amongst others, at the Beta-2 Greater Noida, Gautam Buddha Nagar police station under Sections 420, 467, 468, 471 and 120B of the IPC. Our Company filed a criminal writ petition dated April 15, 2023 before the Supreme Court of India (the “Supreme Court”) for quashing the FIRs and other consequential proceeding by another authority. The Supreme Court vide its order dated July 4, 2023 stayed the criminal proceedings pursuant to the FIRs stated therein. Our Company, amongst others, filed a criminal writ petition dated July 11, 2023 before the High Court of Judicature at Allahabad (the “Allahabad High Court”) for quashing the YEIDA FIR. The Allahabad High Court vide its order dated December 21, 2024 (the “Order”) quashed the YEIDA FIR and enforcement case information report bearing number ECIR/HIU-I/06/2023 registered by the Enforcement Directorate (the “ED”). YEIDA, ED and Amit Walia have filed three separate special leave petitions before the Supreme Court challenging the Order. The Supreme Court has, pursuant to its order dated April 28, 2025, stayed the operation of the Order. The matter is currently pending. 10. An FIR dated October 26, 2022 was instituted by Ravindra Biyani, director of AS Confin Private Limited against our Company under Sections 420, 406, 409, 506 and 120B of IPC. Our Company has filed a writ petition before the High Court of Calcutta seeking the quashing of this FIR. For further information, please see “– Involving SFL – Material Civil Proceedings” on page 348. 11. Agara Tech Zone Private Limited (the “Complainant”) has filed a first information report on March 27, 2025 (the “FIR”) under Sections 318(4), 319(2), 336(2), 336(3), 338, 339 and 340(2) of Bharatiya Nyaya Sanhita, 2023, as amended, before HSR layout police station against our Company alleging inter alia creation of equitable mortgage in a fraudulent manner. Further, our Company has filed a petition before the High Court of Karnataka (the “High Court”) on April 23, 2025 seeking quashing of the FIR. The High Court has, pursuant to its order dated May 8, 2025, directed the investigation agency to not precipitate the matter, insofar as our Company is concerned, by taking any coercive action against our Company. The police has filed a chargesheet before Additional Chief Judicial Magistrate, Bengaluru (the “Additional CJM”), and the Additional CJM has vide its order dated August 5, 2025 (the “Impugned Order”), taken cognizance of the matter and issued a notice to our Company and Gagan Banga. Gagan Banga had filed a revision petition before the City and Sessions Court, Bengaluru, challenging the Impugned Order and has sought stay of proceedings before the Additional CJM, which has been granted vide order dated September 20, 2025. The matter is currently pending. 12. Bliss Agri and Eco Tourism Private Limited and Imagine Estate Private Limited have filed a criminal complaint under sections 379 and 215 of Bharatiya Nagarik Suraksha Sanhita, 2023, as amended, before the Hon’ble Chief Metropolitan Magistrate, Esplanade, Mumbai (the “Court”) against our Company and certain members of the senior management, including managing director, Gagan Banga, alleging, inter alia, the presentation of false evidence for securing possession of a property mortgaged in favour of the Company; and misleading the Court in connection therewith. The matter is currently pending. By our Company 1. Our Company lodged a first information report dated June 4, 2019 (the “FIR”) in the Udyog Vihar Police Station, Gurugram against Vikash Shekhar and his associates for acts of forgery, extortion, criminal intimidation and threat pursuant to which Vikash Shekhar was arrested on June 8, 2019. Upon arrest, Vikash Shekhar disclosed that Kislay Pandey obtained his signatures and drafted complaints which were subsequently filed against our Company before various higher officials alleging misappropriation of funds. The Complaint was subsequently withdrawn by Vikash Shekhar as being false, concocted and filed by him in exchange of money received from 325Kislay Pandey and Ram Mani Pandey. Subsequently, Ram Mani Pandey was arrested on June 27, 2019 and it was revealed that Ram Mani Pandey had falsely claimed to be an advocate. By an order dated March 2, 2020, the Judicial Magistrate First Class, Gurugram (“JMFC, Gurugram”) framed charges against Vikash Shekhar and Ram Mani Pandey for, inter alia, attempting to put officials of our Company in fear of injury in order to commit extortion, threatening to file complaint against our Company before various statutory bodies and forging of the bar council enrolment ID. Proceeding under Section 82 of the CrPC was executed against Kislay Pandey. Additionally, Vikash Shekhar filed a petition in the High Court of Punjab and Haryana (“Punjab High Court”) seeking handover of the investigation of FIR dated from Udyog Vihar Police Station to an independent agency like CBI, and to appoint an independent special investigation team to conduct de-nova investigation. He also filed an application seeking exemption from personal appearance before the trial court during the pendency of the petitions. The petitions were dismissed as withdrawn with liberty to avail alternative remedy. Further, Kislay Pandey filed the fourth application before the Court of Sessions Judge at Gurugram on July 29, 2020 seeking an anticipatory bail which was also dismissed by the Additional Sessions Judge, Gurugram vide an order dated August 10, 2020. Additionally, Kislay Pandey had filed a writ petition before the Punjab and Haryana High Court seeking quashing of FIR which was dismissed by an order dated February 27, 2020. Further, Ram Mani Pandey filed the fifth bail application before the Sessions Judge at Gurugram seeking a regular bail. By an order dated May 19, 2020, the Additional Sessions Judge granted regular bail to Ram Mani Pandey with directions to furnish bail bonds of ₹ 0.01 crores with one surety in the like amount to the satisfaction of the duty/ area Magistrate with conditions that Ram Mani Pandey shall not try to influence the prosecution witness and shall not evade the trial. Furthermore, our Company and Sachin Choudhary (in his capacity as the Director of our Company) had filed a suit for permanent injunction against Vikash Shekhar, Ram Mani Pandey, Kislay Pandey and others (collectively, the “Defendants”) in the High Court of Delhi (“Delhi High Court”) for false, frivolous complaints filed by the Defendants before various government authorities alleging misappropriation of funds, seeking, inter alia, to (i) permanently restrain the Defendants from giving publicity in print and/or social media the complaints filed by them against our Company; (ii) issue direction to the Bar Council of India to initiate proceedings to revoke the practice license of Kislay Pandey; and (iii) restraining Vikash Shekhar from appearing as an advocate till such time he is enrolled as an advocate with the State Bar Council. By an order dated July 8, 2019 (the “Stay Order”), the Delhi High Court issued summons and granted an interim injunction restraining the Defendants from jointly and severally disseminating and publishing information or suit or complaints made to statutory authority in relation to our Company through print or social media until the next date of hearing. Kislay Pandey has filed his written statement denying all averments made against him in the present suit. The suit has been decreed vide order dated September 6, 2022 against Vikash Shekhar and has been withdrawn against Ram Mani Pandey, Kislay Pandey and Managium Juris. The matter is currently adjourned for service of the remaining Defendants. Quashing petition have been filed at Delhi High Court for seeking quashing of FIR. The matter is currently ongoing. 2. Our Company has filed a complaint under Sections 499, 500, 501 and 502 of the IPC against the Caravan Magazine, its Editor-in-Chief, Editor and others as the accused persons in connivance of each other, having published libellous content by way of an article titled as “New affidavit in Indiabulls case accused Yes Bank of dubious loans of thousand crores” in the magazine on November 25, 2019 to cause defamation to our Company. The complaint case is pending before the Chief Metropolitan Magistrate, Patiala House Courts, New Delhi for recording the evidence of witnesses. Due to the non-appearance of parties to provide pre-summoning evidence, the procedure for providing pre-summoning evidence was closed by Judicial Magistrate First Class, Patiala House Courts, New Delhi. The matter is currently ongoing. 3. Our Company (the “Petitioner”) has filed a petition under Section 482 of CrPC before the High Court of Delhi against Traders (the “Respondent”) wherein the Petitioner has sought to quash the proceedings initiated under Section 340 CrPC initiated against authorised officer of the Company through the order passed by the Chief Metropolitan Magistrate, Dwarka, New Delhi, in relation to the petition filed under Section 14 of the SARFAESI Act by the Respondent. The matter is currently pending. 4. Our Company has filed an application under Section 16(1) of the Uttar Pradesh Gangster and Anti Social Activities (Prevention) Act 1986 before the Special Gangster Court, Bareilly against the State of Uttar Pradesh, 326Agrante Developers Private Limited and others (the “Respondents”) to set aside the order dated April 29, 2023 passed by District Magistrate, Bareilly (“District Magistrate”) where the secured property of Respondents mortgaged in favour of our Company (the “Secured Property”) were attached by the District Magistrate. This application has been filed for release of such Secured Property in favour of our Company. The matter is currently pending. 5. Our Company filed a first information report dated August 12, 2017 (the “FIR”) against Partap Singh (the “Petitioner”) for criminal breach of trust, cheating and conspiracy punishable under sections 415, 420, 406 and 120-B of IPC against his loan account with our Company. The petitioner consequently approached the High Court of Haryana and Punjab (the “High Court”) for quashing of the FIR alleging that our Company has filed the FIR against the Petitioner despite offering to repay the borrowed funds. The High Court passed an interim order dated August 29, 2017 wherein no coercive action was instructed to be taken against the Petitioner. This matter is currently pending. 6. Our Company has registered first information reports in the ordinary course of business under Section 154 of the CrPC alleging inter alia commission of offenses punishable under Sections 405, 406, 408, 409, 420, 467, 468, 470, 471, 474, 75, 477A and 120-B of the IPC against our customers. The matters are currently pending. 7. Our Company has filed a complaint dated February 14, 2022 under sections 200 of the CrPC read with Section 199 of the CrPC before the Court of Ld. Metropolitan Magistrate, Patiala House Courts, New Delhi (“Ld. MM, Patiala House Courts") against Vikas Kasliwal. For further information, please see “Material Civil proceeding – By our Company”. B. Material civil proceedings Against our Company 1. Suryachakra Power Corporation Limited (“SPCL”) and others filed a writ petition dated December 25, 2015 in the High Court of Judicature Hyderabad for the State of Telangana and the State of Andhra Pradesh (“High Court of Andhra Pradesh”) against our Company, SFL and others, seeking directions to be issued to declare, inter alia that (i) our Company does not have the authority to invoke the provisions of the SARFAESI Act against SPCL or the assets of Suryachakra Global Enviro Power Limited (“SGEPL”) and South Asian Agro Industries Limited (“SAAIL”); and (ii) the issue of notices of sale, each dated November 30, 2015 are arbitrary, illegal and without jurisdiction. By an order dated January 4, 2016, the High Court of Andhra Pradesh issued notice to our Company, however, clarified that the sale conducted shall be subject to final adjudication of this writ petition. Our Company had also initiated petitions against SGEPL and SAAIL, respectively in the High Court of Andhra Pradesh wherein by orders, each dated June 22, 2015, the High Court of Andhra Pradesh ordered winding-up of SGEPL and SAAIL and appointed an official liquidator. Through our letters, each dated July 7, 2015, the official liquidator was notified that our Company, being a secured creditor, is entitled to proceed with recovery of the amount outstanding from SGEPL and SAAIL in accordance with the provisions of SARFAESI Act and that further steps for sale of assets of SGEPL and SAAIL have been initiated. Subsequently, by separate sale notices, each dated November 30, 2015 addressed to (i) SGEPL, Bhuvana Engineering and Consultants Private Limited (“BECPL”) and their personal guarantors; and (ii) SAAIL, BECPL, SGEPL and its personal guarantors, our Company notified that the process of e-auction has been initiated in accordance with the provisions of SARFAESI Act. In the meanwhile, the Industrial Development Bank of India (IDBI) filed two applications, each dated December 30, 2015, in the High Court of Andhra Pradesh seeking to stay the auction proceedings initiated by our Company on the ground that if the official liquidator effects the sale of the properties belonging to SGEPL and SAAIL, the proceeds can be utilized for clearing the dues of, inter alia the workers and creditors. Upon completion of the auction process, the sale of property belonging to SGEPL was affected through sale deed dated June 8, 2017 and the sale of the property belonging to SAAIL was effected through sale deed dated May 24, 2017. Further, S. M. Manepalli has filed a writ petition before the High Court of the State of Telangana (“Telangana High Court”) against our Company and the official liquidator for SGEPL seeking a direction in the nature of writ of mandamus declaring the inaction of official liquidator for SGEPL in making claims against our Company as the custodian of SGEPL, thus causing damage to S.M Manepalli. The Telangana High Court, through an order 327dated March 31, 2021 issued notice to our Company to show cause as to why the writ petition should not be admitted. The matter is currently pending. Additionally, our Company issued notices, each dated March 19, 2018 addressed to S.M. Manepalli and Manepalli Sesavatharam in their capacity as personal guarantors for the loan facility availed by (i) SGEPL and BECPL; and (ii) SAAIL and BECPL, for invocation of arbitration in accordance with the terms of the loan agreements, each dated March 30, 2012. Our Company has filed two statements of claim. Each dated June 11, 2018, against BECPL, S.M. Manepalli and Manepalli Sesavatharam (collectively, “Respondents”) before the sole arbitrator Justice J.D. Kapoor (retired), claiming an aggregate amount of ₹ 119.40 crores and ₹1,223.4 crores, in connection with the loans extended to SGEPL and SAAIL, respectively. By orders, each dated September 28, 2018, the sole arbitrator ordered for the proceedings to proceed ex-parte against BECPL and Manepalli Sesavatharam. S.M. Manepalli has filed the statements of defense, each dated June 22, 2019, seeking to, inter alia (i) dismiss the claims made by our Company; (ii) direct our Company to deposit ₹ 57.19 crores and ₹ 61.67 crores, respectively, with the official liquidator which as per the workings provided in the statement of defense in connection with loan extended to SAAIL and SGEPL, respectively; and (iii) claim for exemplary cost of ₹50.00 crores for illegal invocation of personal guarantee in connection with loan extended to SGEPL and exemplary cost of ₹50.00 crores for illegal invocation of personal guarantee in connection with loan extended to SAAIL. The matter is currently pending. 2. Anir Tech Park Private Limited (“Anir”) has filed an application dated March 27, 2019 under Section 9 of the Arbitration and Conciliation Act, 1996 in the High Court of Judicature at Madras (the “Madras High Court”) against our Company, Maavadi Soft Tech Ventures (India) Private Limited (“Maavadi”) and others seeking, inter alia to restrain our Company from alienating, transferring or otherwise dealing with equity shares and assets of Maavadi which was placed as security against the loan facility extended by our Company to Maavadi and True Value Homes (India) Private Limited for an amount aggregating to ₹441.00 crores. Through its order dated April 3, 2019, which was further clarified through order dated April 16, 2019 (the “Stay Order”), the Madras High Court granted an injunction restraining our Company from inter alia alienating shares or assets of Maavadi which had been pledged as security in favour of our Company till May 1, 2019. The Madras High Court, through its order dated September 20, 2020, vacated the injunction imposed on our Company pursuant to the Stay Order. Additionally, Anir has filed a suit dated November 14, 2018 (the “Suit”) in the XI Assistant City Civil Court, Chennai against our Company, Maavadi and others seeking inter alia to restrain our Company from creating any third party rights by way of alienation, encumbrance, sale or otherwise, to the extent of the area amounting to 38,225 square feet, disputed in this Suit and secured by way of deed of hypothecation in favor of our Company, and a declaration that the alleged hypothecation as null and void. The matter is currently pending. 3. Bliss House Private Limited (“BHPL”), Imagine Habitat Private Limited (“IHPL”), Imagine Residence Private Limited (“IRPL”) and Bliss Agri and Eco Tourism (“BAE”, and together with BHPL, IHPL and IRPL, the “Applicants”) have, in connection with three loans aggregating to ₹ 190.00 crores (collectively, the “Loans”) extended by our Company, filed a securitisation application dated November 18, 2020 before the Debt Recovery Tribunal-II, New Delhi (“DRT, New Delhi”) seeking to inter alia set aside and quash the second notice of sale dated October 30, 2020 (the “Second Notice of Sale”) pertaining to 50% of the property situated at plot no. 20, Sardar Patel Marg, New Delhi (the “Property”) for recovery of amount and further sought for interim relief to inter alia (i) restrain our Company from conducting the online auction on November 18, 2020. Our Company has filed its reply dated December 22, 2020 and the Applicants have filed a rejoinder dated January 18, 2021. As the online auction on November 18, 2020 failed, our Company issued a third notice of sale dated November 20, 2020 pertaining to the Property (the “Third Notice of Sale”) with the proposed date of the online auction on December 9, 2020. Aggrieved by the Third Notice of Sale, the Applicants filed another securitisation application dated December 5, 2020 before the DRT, New Delhi seeking to, inter alia, set aside and quash the Third Notice of Sale and further sought interim relief to inter alia restrain our Company from conducting the online auction on December 9, 2020. Our Company through its reply dated January 4, 2021 has denied all averments of the Applicants on the grounds inter alia that the challenge to the notice of sale is not maintainable. The Applicants have further filed their rejoinder on January 18, 2021. The DRT, New Delhi through its order dated January 28, 2021 held that the sale of the Property shall be subject to final result of the securitisation application. The matter is currently pending. 328The Applicants have in connection with the Loans extended by our Company, which have been assigned to Indiabulls Asset Reconstruction Company (“IBARC”), filed a securitisation application dated September 14, 2024 before the DRT, New Delhi, seeking to inter alia set aside and quash the notice of sale dated August 29, 2024 issued by IBARC pertaining to 50.00% of the Property. DRT, New Delhi, pursuant to its order dated September 19, 2024, has refused to grant interim relief and Property has been auctioned. The matter is currently pending. IHPL, among others, has filed an injunction suit dated April 21, 2025 against our Company, among others (collectively, the “Defendants”), under Section 38 of the Specific Relief Act, 1963 before the City Civil Court at Mumbai, challenging the assignment of Loans by our Company and seeking permanent injunction restraining the Defendants, among others, from executing, acting upon or registering the assignment agreement in respect of the suit properties or any loan facility secured thereby till the disposal of all pending and future proceedings. The matter is currently pending. 4. On August 8, 2012, Veritas Investment Research Corporation (“Veritas”) published a report co-authored by Neeraj Monga dated August 1, 2012 and titled “Bilking India” (the “Report”). The Report was based on factually incorrect data pertaining to Indiabulls Real Estate Limited (“IBREL”) and Indiabulls Financial Services Limited (“IFSL”) (now merged with our Company) (collectively, “Indiabulls Group”), and thereby adversely impacted the price of the publicly traded shares of our Company. A criminal complaint dated August 8, 2012 was registered at the Police Station, Cyber Cell, Mumbai and a first information report was also registered by IBREL on August 8, 2012 at the Police Station, Udyog Vihar, Gurgaon against Veritas, Neeraj Monga and another stating, inter alia, that Neeraj Monga threatened to publish the Report if the Indiabulls Group failed to pay USD 50,000.00. Further, our Company also published a press release on August 8, 2012, stating that the allegations made in the Report were factually incorrect and misleading. Subsequently, Veritas and Neeraj Monga filed a claim dated August 5, 2015 (the “Claim”) in the Superior Court of Justice, Ontario, (the “SCJ, Ontario”) against the Indiabulls Group claiming an aggregate of CAD 11.00 million as punitive damages on the grounds that the press release dated August 08, 2012 was false and defamatory. Our Company moved to the High Court of Delhi (the “Delhi High Court”) seeking an anti-suit injunction against Veritas and the Court granted a stay order on October 27, 2014 (the “Stay Order”) restraining Veritas and others from proceeding further with the claim before the Superior Court of Justice, Ontario and from initiating any fresh proceedings. Our Company also filed a petition before the Delhi High Court for contempt of Court against Veritas and the authors of the report for deliberately continuing the proceedings in Ontario disregarding the Stay Order and also on account of the content of certain affidavits filed before the Superior Court of Justice, Ontario. Thereafter, by way of an order dated April 29, 2019, the Delhi High Court disposed of the two suits seeking anti- suit injunctions along with the contempt petitions and all other related applications. The contempt petitions were disposed of after Veritas, Neeraj Monga and Nitin Mangal undertook that they would not publish or request anyone to publish the contents of the affidavit except for use in judicial proceedings. The Division Bench of Delhi High Court has issued notice on the appeals filed by our Company, whereby orders dated April 29, 2019, passed by the Single Judge have been challenged. The matter is currently pending. Separately, we have filed a motion dated February 27, 2015 before the SCJ, Ontario challenging its territorial jurisdiction to entertain the Claim and for that purpose have also relied upon the Stay Order. The matter is currently pending. On 16 May 2015, we filed a suit (the “Suit for Damages”) against Veritas and Neeraj Monga before the Delhi High Court for damages amounting to ₹ 200.00 crores and future interest and a permanent injunction on circulating defamatory material against our Company. The matter is currently pending. Veritas and Neeraj Monga filed a motion before the Ontario Court seeking an anti-suit injunction against the Suit for Damages filed by our Company before Delhi High Court. On October 2, 2015, Ontario Superior Court of Justice dismissed the motion filed by Veritas and the co-author. The order of dismissal of motion was followed by an order dated November 4, 2015, whereby the Ontario Court awarded cost of CAD 27,500 against Veritas and Neeraj Monga and in favour of our Company. 3295. Kadam Developers Private Limited (“KDPL”), Shipra Leasing Private Limited (“SLPL”), Shipra Estate Limited (“SEL”) and Shipra Hotels Limited (“SHL”, along with KDPL, SLPL and SEL, the “Shipra Group”) have filed four separate petitions against our Company under Section 11 of the Arbitration Act for appointment of the arbitrator and through a common order dated August 17, 2021, the High Court of Delhi (“Delhi High Court”) has constituted an arbitral tribunal appointing Justice Vikramajit Sen (retired) as the sole arbitrator (“Arbitral Tribunal”). Additionally, DLF Home Developers Limited (“DLF”) has filed Petition against our Company under Section 11 of the Arbitration Act for appointment of the arbitrator and through an order dated August 12, 2021, the Delhi High Court Justice Pankaj Jaiswal (retired) was appointed as the sole arbitrator to adjudicate this matter. DLF, along with others, has filed a statement of claim and our Company has filed a statement of defence. On the application dated November 10, 2021 filed by SEL, the Delhi High Court vide order dated December 24, 2021 replaced Justice Pankaj Jaiswal (retired) with Justice Vikramajit Sen (retired) as the sole arbitrator in the arbitration initiated by DLF. Our Company has also filed an application dated March 2, 2022 under Section 16 of Arbitration Act challenging the jurisdiction of the arbitrator. Pursuant to the application dated April 15, 2022 filed by SEL and others under Section 17 of the Arbitration Act, the Arbitral Tribunal vide order dated April 28, 2022 (the “Order 1”) directed the parties to maintain status quo with respect to their shareholdings in KDPL. Creative Souls being the purchaser of shares has filed an application dated June 18, 2022 seeking vacation of Order 1. The Arbitral Tribunal vide its order dated September 28, 2022 has vacated the status quo on the transfer of shares, however status quo on the land continues. The matter is currently pending. DLF has filed an application dated February 2, 2024 under Section 29A of the Arbitration Act before the Delhi High Court for extension of mandate of the arbitral tribunal, which is pending. Similarly, our Company filed a separate application dated April 15, 2021 under Section 7 of IBC against SLPL in the NCLT, Delhi. This application was allowed by NCLT, Delhi. Subsequently, Neeraj Walia, the suspended board of director of SLPL filed an appeal in NCLAT seeking NCLAT to stay the operation of order of NCLT. The appeal is pending. IDBI Trusteeship Services Limited had filed application under Section 7 of IBC before NCLT, Delhi, which was allowed. Neeraj Walia, the suspended board of director of SEL, filed appeal before NCLAT, challenging the said order. Edelweiss Asset Reconstruction Company Limited has filed an application dated March 25, 2022 praying for its substitution as the applicant on the ground of assignment of rights, title and interest under the financing documents in relation to the loan. The matter is currently pending. Our Company has filed a separate petition dated November 21, 2023 before the Delhi High Court under Section 9 of the Arbitration Act against SEL and Regalia Homes LLP to restrain them from selling, encumbering, alienating, disposing off the property bearing description Plot No. G-IB, Sector 43, Noida during the pendency of the petition and of the arbitration proceedings. The matter is currently pending. SHL, SEL and SLPL have additionally filed a securitisation application dated April 21, 2023 against our Company and another (the “Respondents 1”) before Debt Recovery Tribunal, Lucknow (“DRT Lucknow”) inter alia praying for setting aside of sale notice dated April 8, 2023, and restrain the Respondents 1 from executing the sale deed and setting aside of demand notice dated July 28, 2021, issued by our Company. The matter is currently pending and the Shipra Mall has been sold and sale certificate has been issued on May 10, 2023. SEL, SLPL and SHL filed a securitisation application dated December 17, 2022 (the “SA 2022”) before DRT Lucknow against our Company and Edelweiss Asset Reconstruction Company Limited for a stay in the sale of Shipra Mall. The SA 2022 was dismissed vide order dated March 16, 2023 (the “Order”) on the grounds of being not maintainable. Further, SHL, SEL and SLPL filed an application dated September 4, 2023 before DRT Lucknow for review of the Order and this application is pending. On March 22, 2023, SEL, SLPL and SHL filed a SA before DRT Lucknow, which was dismissed vide order dated April 19, 2023. Further, SHL, SEL and SLPL filed an application dated April 26, 2023 before the DRT Lucknow for review of order dated April 19, 2023. SEL, SLPL and SHL filed another securitisation application dated May 25, 2023 against our Company and another challenging the complete SARFAESI proceeding, placing reliance on the order dated April 24, 2023 passed by the Hon’ble Supreme Court of India wherein the special leave petition was withdrawn with liberty to pursue remedies under the SARFAESI Act. Our company had issued auction notice dated January 27, 2025 for the sale of the 5 shops in Shipra Mall now known as North India Mall. Shipra Group has filed securitisation application before DRT Lucknow challenging 330the said auction notice. Notice on the application has been issued. 5 shops have been auctioned, sale certificate has been issued. SEL and others have also filed a suit dated May 31, 2023 (the “Civil Suit”) before the Additional District Judge, Ghaziabad (“Additional District Judge”) against our Company for permanent injunction and declaration of qua all of its properties mortgaged to our Company. Additionally, our Company has also filed an application before the Additional District Judge for rejection of the Civil Suit for permanent injunction. The matter is listed for arguments and is currently pending. Shipra Group has filed a writ petition dated January 17, 2024 before Allahabad High Court seeking expeditious disposal of their application for stay filed before Additional District Judge, Ghaziabad. Pursuant to the order dated July 25, 2025, the Civil Suit was dismissed in default and SEL and others have filed application dated August 25, 2025 against our Company, among others, under Section 151 of CrPC for restoration of the suit. The matter is currently pending. 6. Supertech Limited, Supertech Realtors Private Limited and Revital Reality Private Limited (the “Petitioners”) have filed a petition dated March 9, 2022 under Section 9 of the Arbitration and Conciliations Act, 1996 against our Company and SFL before the High Court of Delhi (the “Delhi High Court”), in relation to the loans sanctioned by our Company to the Petitioners. The Petitioners sought (i) reconciliation of all the loan accounts of the Petitioners; and (ii) to restrain our Company and SFL from withdrawing further amounts from the escrow accounts. We have raised objections verbally on the maintainability of this petition, and the Delhi High Court, while recording our objections, has refused to issue notice of the matter and has directed the parties to reconcile the accounts. The matter is currently pending. Our Company has filed petition dated April 30, 2022 before the Delhi High Court under Section 9 of the Arbitration and Conciliation Act, 1996 against Revital Reality Private Limited and others (the “Respondents”) seeking direction to restrain the Respondents from alienating, selling, transferring, creating third party rights in the mortgaged properties and deposit the outstanding amount of ₹ 157.11 crores, along with interest and other costs, with the Registrar General of the Court. The Delhi High Court has vide order dated May 4, 2022 (the “Order”) restrained Respondents from encumbering or selling the Property and furnish statement of unencumbered assets. We have filed an application dated January 5, 2023 (the “Application”) under Order XXXIX Rule 2A of Code of Civil Procedure before the Delhi High Court against the Respondents for disobedience of the Order. The Delhi High Court has vide order dated September 20, 2024 issued notice on the Application and the matter is currently pending. Supertech Realtors Private Limited and Revital Reality Private Limited have filed writ petition dated March 17, 2023 under Article 226 of the Constitution of India before the Delhi High Court against the RBI, our Company, SFL and Indiabulls Asset Reconstruction Company Limited (“Sammaan Group Companies”) seeking issuance of an appropriate writ, direction or order for quashing and setting aside the order dated September 9, 2022 passed by the RBI whereby the RBI has disposed of the representation made by Supertech Realtors Private Limited. The matter is currently pending. 7. Parsvnath Developers Limited and another (the “Petitioners”) have filed a petition dated July 15, 2024 (the “Petition”) under Section 9 of the Arbitration and Conciliation Act, 1996 before the High Court of Delhi, New Delhi (the “Delhi High Court”), against our Company and Catalyst Trusteeship Limited (the “Respondents”) seeking inter alia direction to restrain the Respondents from taking any coercive action against Petitioners and appropriate direction to our Company not to take any further action pursuant to termination of the undertaking cum indemnity bond. The Delhi High Court has heard the arguments and pursuant to order dated July 19, 2024, refused to grant ad interim directions without giving Respondents an opportunity to file a reply to the Petition. The matter is currently pending. 8. Parsvnath Developers Limited and others (the “Petitioners”) have filed a petition dated August 5, 2025 under Section 9 of the Arbitration and Conciliation Act, 1996 against our Company, SFL and Asset Reconstuction Company (India) Limited (“ARCIL”) before the High Court of Delhi (the “Delhi High Court”) challenging the unilateral withdrawal of the settlement negotiations in relation to loans disbursed by our Company in favor of the Petitioners and assigned by our Company to ARCIL. The Petitioners have alleged that the settlement had already been mutually agreed upon between the Petitioners and ARCIL, part payements were already made in that respect and substantial efforts had been taken towards restructuring of loans. They further averred that such withdawal of settlement negotiations was arbitrary, coercive and unlawful. The matter is currently pending. 3319. Noida Marketing Private Limited (the “Petitioner”) have filed a petition dated September 5, 2025 under Section 9 of the Arbitration and Conciliation Act, 1996 against our Company, SFL and Asset Reconstuction Company (India) Limited (“ARCIL”, and together with our Company and SFL, the “Respondents”) before the High Court of Delhi (the “Delhi High Court”) challenging the unilateral withdrawal of the settlement negotiations by ARCIL in relation to loans disbursed by our Company in favor of Parsvnath Developers Limited and others (the “Parsvnath Group”) and assigned by our Company to ARCIL. The Petitioner had extended corporate guarantee on behalf of the Parsvnath Group to secure the amount payable in relation to the loan to the Respondents. The Petitioner has alleged that the settlement had already been mutually agreed upon between the Parsvnath Group and ARCIL and part payements were already made in that respect. The Petitioner further alleged that substantial efforts had been taken towards restructuring of loans and that such withdawal of settlement negotiations was arbitrary, coercive and unlawful. The Petitioner has prayed for inter alia an interim order restraining the Respondents from taking any action against it. The matter is currently pending. 10. Garuda Maverick Infrastructure Private Limited (“Garuda”) had filed a petition under Section 9 of the Arbitration and Conciliation Act, 1996 against our Company, inter-alia seeking directions for restraining to initiate any recovery proceedings in respect of the security provided by Garuda. Garuda has also filed a petition under Section 11 of the Arbitration and Conciliation Act, 1996 seeking appointment of the Arbitrator. Both petitons under Section 11 and Section 9 of the Arbitration and Conciliation Act, 1996 have been disposed off and the sole arbitrator has been appointed. 11. Karnataka EWS 1512 Residential Welfare Association have filed the writ petition before High Court of Karnataka challenging the mortgage created by Bruhat Bangalore Mahanagar Palika, Maverick Holdings and Investment Private Limited, Garuda Maverick Infrastructure Project Private Limited in favour of our Company and have also challenged the notice under Section 13(2) of the SARFAESI Act issued by our Company against its borrowers. The matter is currently pending. Karnataka EWS 1512 Residential Welfare Association (the “Petitioner”) has filed an application dated April 4, 2024 under Section 151 of the CPC before the High Court of Karnataka seeking annulment of the concession agreement, and an interlocutory application dated January 1, 2025 under Section 151 of the CPC seeking impleadment of our Company as one of the respondents and proper party. The matters are currently pending. 12. One EWS home buyer M Sampangi had filed Securitisation application before DRT, Bengaluru, which was dismissed on ground of lack of pecuniary jurisdiction as the jurisdiction over matters involving ₹ 100.00 crores and more matters vests with DRT Chennai on account of notification issued by the Government. M Sampangi has filed writ petition in the Hon’ble Supreme Court challenging the said notification and seeking prayer that a provision in DRT Act should be made for filing Section 17 under SARFAESI Act as indigent person. The Hon’ble Supreme Court has issued notice in the matter. The matter is currently pending. 13. Vatika Limited (“Vatika”), along with other entities of the Vatika group, and Enserve Electrocon Furnishers Private Limited, along with other entities of Gaurav Bhalla group, filed two separate petitions, each dated October 18, 2024, before the High Court of Delhi (the “Delhi High Court”), under Section 9 of the Arbitration and Conciliation Act, 1996 (the “Arbitration Act”) against our Company, SFL, Catalyst Trusteeship Limited and others (collectively, the “Respondents”) praying inter alia that no further steps be taken pursuant to termination notices and for the issuance of direction upon the Respondents to not alienate or create third party rights over the property as have been specified in the Section 9 Petition under Arbitration Act. Upon the joint request by all parties, the Delhi High Court has vide order dated December 2, 2024 appointed V Ramasubramanium, a retired Supreme Court Judge, as the sole arbitrator and left all objections to be raised before him. Section 9 petition under Arbitration Act has been converted to Section 17 under Arbitration Act. The sole arbitrator has heard the arguments on the application under Section 17 of the Arbitration and Conciliation Act, 1996. The Section 17 applications have been dismissed on June 25, 2025. Vatika has filed a claim and the matter is currently pending. 14. Mantri Infrastructure Private Limited (“MIPL”) and others have filed a civil suit dated October 4, 2024 before the City Civil & Sessions Judge, Bengaluru City at Bengaluru (“Civil Court”) wherein they have sought injunction against our Company, SFL, Catalyst Trusteeship Limited (“Catalyst”) and others from invoking and selling the shares of MIPL and Mantri Developers Private Limited (“MDPL”). The shares have been invoked by 332and transferred in favor of Catalyst. Further, Catalyst and Company have filed separate applications for dismissal of the suit on the ground that the court has no jurisdiction to hear the matter. The Civil Court has vide order dated October 5, 2024 restrained Catalyst, SFL and our Company from enforcing or acting upon the invocation notices and taking further action regarding transfer or encumbrance of the pledged shares of MIPL and MDPL and enforcing any security under the bond trust deed and pledge agreements till the disposal of the suit. Our company has filed a revision petition before the Karnataka High Court challenging the dismissal of our application under Order VII Rule 10 CPC for return of the plaint on the ground that Commercial Courts have jurisdiction in the matter and Civil Court lacks jurisdiction. High Court has allowed our Civil Writ Petition and plaint has been returned and the matter is listed now before commercial court. Commercial Court has issued notice and we have filed application under order VII Rule 11 CPC for the rejection of the plaint. The matter is currently pending. 15. Pursunant to notice dated June 23, 2025, Chimanlal Talreja (the “Petitioner”) has invoked arbitration under the joint development agreement. Further, the Petitioner filed a petition dated June 24, 2025 under Section 9 of the Arbitration and Conciliation Act, 1996 against Propcare Developers Private Limited (“Propcare”), our Company, SFL and others before the Commercial Court, Bengaluru Rural (the “Commercial Court”) seeking inter alia an ex parte ad interim order restraining Propcare from selling, tansferring, alienting or creating any third-party rights on the subject property. The Commercial Court has granted ex-parte injunction restraining the auction of the subject property pursuant to an order dated July 7, 2025. The matter is currently pending. 16. Citizens Whistle Blower Forum (“CWBF”) has filed the Special Leave Petition before Supreme Court challenging the final judgment and order dated February 02, 2024 passed by the High Court of Delhi in WP (C) No. 9887 of 2019. Originally, CWBF had filed a writ petition in public interest (the “PIL”) before the High Court of Delhi at New Delhi (the “Delhi High Court”) against our Company, Sameer Gehlaut, our erstwhile promoter, Union of India through its Secretary of Ministry of Finance and Ministry of Corporate Affairs (“MCA”), National Housing Bank, Reserve Bank of India, Registrar of Companies – Kolkata, Serious Fraud Investigation Office (“SFIO”) and Securities and Exchange Board of India, seeking direction for investigation by government authorities into alleged violations by erstwhile promoter and alleged irregularities pertaining to facilities extended by our Company to five borrower groups. Our Company filed two applications in the Delhi High Court, being (i) an application dated September 27, 2019 seeking, inter alia, dismissal of the writ petition and imposition of exemplary costs; and (ii) an application dated September 27, 2019 under Section 340 of the CrPC seeking prosecution against Prashant Bhushan, the deponent of the PIL, for having made false statements on oath. A common reply dated October 22, 2019 (the “Common Reply”) was filed by Prashant Bhushan on behalf of CWBF denying the averments made in the two applications made by our Company and raising further allegations against our Company. Through its rejoinder dated October 23, 2019, our Company denied all further allegations made in the Common Reply. Subsequently, MCA through its interim affidavit dated October 22, 2019 and additional affidavit dated November 28, 2019 stated that pursuant to the inspection of the books of accounts of our Company, the MCA had received the inspection report on November 15, 2019 which provided that out of facilities extended to the five borrower groups being the subject matter of the PIL, three loans were repaid and the remaining two loans were reported to be “Standard Accounts”. Additionally, RBI submitted a counter affidavit dated February 26, 2020 in the PIL to place on record certain facts relevant to RBI. In its counter affidavit, RBI has not made any statement that violations have been committed by our Company. Further, based on facts referred in the counter affidavit, RBI has submitted that the PIL is not maintainable either on facts or on law against RBI and hence liable to be dismissed as such. Further, through its counter affidavit dated January 6, 2020, SEBI submitted that prima facie, there appears to be no allegations of non-compliance, if any, of the provisions of Securities and Exchange Board of India Act, 1992 or any rules and regulations made thereunder. SEBI also requested for it to be deleted from the array of parties as it was not the proper and necessary party to the proceedings. On November 8, 2020, NHB submitted a counter affidavit stating certain procedural lapses that were identified pursuant to which minor penalties were imposed. Additionally, CWBF has filed an application seeking restraint on further sale of shares of the Company by our erstwhile promoter, Sameer Gehlaut. After hearing the arguments, court vide order dated February 2, 2024 has dismissed the petition holding that allegations in the petition are not supported by evidence. Material relied upon is already in public domain. Large part of the loans have been repaid and such loans were sufficiently secured. State machinery has already been set in motion and NHB and MCA have carried out investigations/ inspection. Court cannot interfere in the realm of investigation unless miscarriage of justice or misuse of process is present. Transfer to CBI or SIT is done in exceptional cases and not as a routine. On the 333direction of the Supreme Court, MCA, NHB, RBI, SEBI and Ed have filed status report. The matter is currently pending. 17. Ambience Projects and Infrastructure Private Limited (“APIPL”), Sara Estates Private Limited (“SEPL”) and Ambience Developers and Infrastructures Private Limited (“ADIPL”, and together with APIPL and SEPL, the “Appellants 1”) have filed separate appeals, each dated January 20, 2025 (collectively, the “Appeals”), and Surabhi Gehlot (together with Appellants 1, the “Appellants”) has filed an appeal dated January 14, 2025, before the High Court of Delhi (the “High Court”) against our Company (the “Respondent”), under Section 37 of the Arbitration and Conciliation Act, 1996 (the “Arbitration Act”), seeking setting aside of composite order dated December 23, 2024 (the “Order”) pursuant to which the applications under Section 9 of the Arbitration Act (the “Petitions”) filed by the Respondent were allowed and the Appellants were directed to deposit an amount of ₹ 638.08 crores (the “Relief”) and restrained from creating any third party rights in the concerned properties. Pursuant to the order dated August 26, 2025, the High Court has ordered all the issues in the Appeals to be decided by the arbitrator and the Appeals have been disposed off. Further, our Company had filed applications for the appointment of the sole arbitrator and arbitrators have been appointed. Our Company has filed a statement of claim against Surabhi Gehlot, ADIPL and SEPL (collectively, the “Respondents”) and the Respondents have filed their statement of defence and counter claim. The arbitration is currently pending. 18. Our Company is a party to a batch of special leave petitions (the “SLPs”) filed before the the Supreme Court of India (the “Supreme Court”) concerning the disbursement of funds by financial institutions to builders-cum- developers through subvention schemes for various housing development projects in Noida, Greater Noida, Gurugram, and other adjoining areas. The SLPs are filed by various homebuyers alleging that the financial institutions (including our Company) have released funds to builders-cum-developers without complying with the directions of RBI and the NHB which required the financial institutions to release funds after examining the stage of construction. On November 5, 2024 the Supreme Court directed the homebuyers along with the builders-cum- developers, and the financial institutions (the “Respondents”) to submit affidavits with specified information (status of project completion from builders-cum-developers and amounts paid by homebuyers amongst others). Our Company has filed its response to the SLPs and has also furnished an affidavit which includes the information sought by the Supreme Court. The Supreme Court by its order dated March 18, 2025 has appointed an amicus and also directed the Central Bureau of Investigation (“CBI”) to propose an outline for an investigation. The CBI has submitted its report before the Supreme Court on July 22, 2025 and on directions of the Supreme Court, 22 regular cases have been registered by the CBI. The matters are currently pending. In the meantime, one of the borrowers of our Company, Lalit Kumar Singh has filed interim application in which our Company is not a party and has made allegations against our Company of coercive action being taken against him. Further, the Supreme Court vide its order dated May 13, 2025 issued a notice to the managing director of our Company (the “MD”) asking the MD to show cause as to why contempt of court proceedings should not be initiated against him and vide order dated July 22, 2025, it has exempted Gagan Banga from the proceedings. An application for recall of the order dated May 13, 2025 has also been filed before the Supreme Court. By our Company 1. Our Company had extended certain financial facilities to Shree Ram Urban Infrastructure Limited (“SRUIL”) under loans aggregating to ₹ 915.00 crores sanctioned by our Company which were duly secured inter alia by mortgage over SRUIL’s residential project named ‘Palais Royale’ being developed on land situated at Worli Estate, Lower Parel, Mumbai (the “Mortgaged Property”). Consequent to defaults of SRUIL under such loans, our Company initiated proceedings under SARFAESI Act against SRUIL, pursuant to which an application was filed in the High Court of Judicature at Bombay (“Bombay High Court”) seeking handover of the physical possession of the Mortgaged Property. By an order dated February 7, 2019, the Bombay High Court allowed the application and ordered for the delivery of possession of the Mortgaged Property in favour of our Company. Such order dated February 7, 2019 was challenged by Vikas Kasliwal, erstwhile promoter of SRUIL, in an appeal filed before the division bench of the Bombay High Court. However, no interim relief has been granted. Subsequently, our Company issued five sale notices, each dated June 7, 2019 in connection with five loan accounts addressed to SRUIL and Vikas Kasliwal (in his capacity as guarantor) for sale of the Mortgaged Property along with two unsold apartments within the same Mortgaged Property. Vikas Kasliwal filed 334securitisation applications before the Debt Recovery Tribunal, Mumbai (“DRT, Mumbai”) challenging the public e-auction sale proceedings. Through its orders dated June 24, 2019, the DRT, Mumbai dismissed the securitisation application and the Mortgaged Property along with two unsold apartments were consequently sold pursuant to a public e-auction under SARFAESI Act and on completion of the auction process, our Company issued three sale certificates, each dated June 26, 2019 in connection with the Mortgaged Property and two unsold apartments in favour of the successful bidder, Honest Shelters Private Limited (“Honest Shelters”). Vikas Kasliwal then challenged the sale of the Mortgaged Property before the Debts Recovery Appellate Tribunal at Mumbai (“DRAT”) by way of appeals which stood dismissed by the DRAT through its order dated September 3, 2019. Subsequently, in November 2022, another creditor of SRUIL, M/s. A. Navinchandra Steels Private Limited filed a securitisation application before DRT, Mumbai under Section 17 of the SARFAESI Act challenging the measures taken by our Company regarding the sale of the Mortgaged Property. The application is pending. Separately, SREI Equipment Finance Limited had filed an application before National Company Law Tribunal, Mumbai (“NCLT, Mumbai”) under Section 7 of IBC Code against SRUIL. The said application was allowed by NCLT, Mumbai and an interim resolution professional (the “IRP”) was appointed. While forming the committee of creditors (the “COC”) of SRUIL, the IRP not only reduced the amounts claimed by our Company but the home buyers of the already sold Mortgaged Property were also included as members of the COC. Further, our Company had separately sold allotment rights with respect to forty-one (41) flats in project 'Palais Royale' to Honest Shelters under SARFAESI Act. Such allotment rights were mortgaged by various third-party home buyer entities against loans availed by them. The claims of our Company arising out of corporate guarantees issued by SRUIL with respect to the loans granted to third-party home buyers were also not accepted by the IRP. The applications filed by our Company challenging such actions of IRP have been allowed by NCLT, Mumbai vide order dated October 20, 2021. The IRP has appealed against the order dated October 20, 2021 before the National Company Law Appellate Tribunal, New Delhi, whereby the sale transaction on the part of our Company and Honest Shelters was determined legal as the subject matter of the property and the transaction was found outside the scope of moratorium. The IRP has sought appropriate orders for setting aside the said sale transaction undertaken by our Company and Honest Shelters. The matters are currently pending. The IRP has consequently filed appeals before the NCLAT against NCLT order dated September 27, 2021 regarding restoration of our Company’s claim amount, exclusion of homebuyers in COC and challenge to sale of allotment rights of 41 units. The appeals are currently pending. Vikas Kasliwal too has filed an application before DRT, Mumbai challenging the sale of third-party home buyers allotment rights before the DRT. The matter is currently ongoing. Our Company has filed an application dated November 10, 2020 under Section 95 of the Insolvency and Bankruptcy Code before NCLT, Mumbai against Vikas Kasliwal, who is a personal guarantor of borrowers SRUIL. Notice has already been issued and the matter is currently pending for further proceedings. Our Company has filed a suit for injunction and damages for ₹50.00 crore against defamatory tweets made by Vikas Kasliwal on Twitter, which have resulted in the loss of reputation. The Court has restrained Vikas Kasliwal from publishing/ disseminating or uploading in any manner or any website, messenger application, social media platform, including twitter, defamatory post against our Company or its management and the Court had also directed him to pull down the tweets. The matter is currently ongoing. Additionally, our Company has filed a complaint dated February 14, 2022 under sections 200 of the CrPC read with Section 199 of the CrPC before the Court of Ld. Metropolitan Magistrate, Patiala House Courts, New Delhi (“Ld. MM, Patiala House Courts") against Vikas Kasliwal alleging commission of offences under Sections 499, 500, 501 and 502 of the IPC for publishing libellous content by way of tweets on Twitter for allegedly causing defamation to our Company. The Ld. MM, Patiala House Courts, has issued notice on the complaint and the same is currently pending. 335Our Company has filed an appeal dated September 26, 2024 under Section 61 of the IBC before the National Company Law Appellate Tribunal, New Delhi against IIRF India Realty XII Limited (“IIRF”), SRUIL and others (“Respondents”) challenging the order dated September 4, 2024, passed by the National Company Law Tribunal, Mumbai (“Adjudicating Authority”). Our Company has alleged that the Adjudicating Authority has erroneously concluded a contractual obligation under a share subscription and shareholders agreement as a debt for the purposes of IBC and the inclusion of IIRF in the committee of creditors of SRUIL. The matter is currently pending. Vikas Kasliwal has filed a fresh securitisation application before the DRT, Mumbai, and challenged the sale of the flats. The matter is currently pending 2. Our Company had subscribed to Additional Tier I bonds (the “AT-1 Bonds”) which were issued by Yes Bank Ltd (“Yes Bank”). On noticing material misrepresentations, incorrect disclosures, significant deviations in reporting critical financial figures, management willfully misguiding stakeholders, facts and figures having been artificially and intentionally manipulated by Yes Bank, our Company issued notice to Yes Bank calling upon it to redeem the AR-1 Bonds along with accrued interest. However, before any action could be taken by Yes Bank on such notice, Reserve Bank of India (“RBI”) notified the ‘Yes Bank Limited Reconstruction Scheme, 2020’ (the “Scheme”). Although the Scheme notified by RBI did not provide for writing off AT-1 Bonds, the RBI appointed administrator through notification dated March 14, 2020 issued by Yes Bank wrote-off the entire AT- 1 Bonds (the “Action”). Our Company has filed a writ petition in its capacity as a debenture holder in the High Court of Judicature at Bombay (the “Bombay High Court”) against Union of India through Ministry of Finance, Banking Division, Department of Financial Services (“MoF”), RBI, Yes Bank and others (collectively, the “Respondents”) challenging the Action. The petition was filed on the grounds, inter alia, that the Action is contrary to law, and the Scheme and that our Company had by its earlier letter dated March 3, 2020, called upon Yes Bank to (i) redeem the AT-1 Bonds and repay the outstanding amount due to our Company; and (ii) not initiate any action in relation to write-off of the AT-1 Bonds, prior to imposition of moratorium and publication of the Scheme in the Official Gazette of India on March 5, 2020 and March 13, 2020, respectively, by the MoF. Our Company also submitted that unless a stay is granted on the operation of the Action, this petition shall become infructuous resulting in grave and irreparable loss to our Company to the tune of ₹ 662.00 crores. Through its order dated March 16, 2020 and March 18, 2020, the Bombay High Court has directed all steps taken by the Respondents shall be subject to further orders of the Bombay High Court. RBI, through its affidavit dated July 21, 2020 sought for dismissal of the writ petition on the grounds that subscription to the AT-1 Bonds only creates a contractual obligation between Yes Bank and the subscribers of AT-1 Bonds and that the Action is in accordance with the law and the offering documents pertaining to the AT-1 Bonds. Further, Axis Trustee Services Limited, in its capacity as the debenture trustee acting on behalf of the debenture holders, has also filed a writ petition against MoF, RBI, Yes Bank, Prashant Kumar (in his capacity as administrator of Yes Bank) and National Securities Depositories Limited (collectively, the “Respondents 2”) seeking to, inter alia, (i) set aside the notification dated March 14, 2020 writing off the AT-1 Bonds; and (ii) restrain the Respondents 2 from acting in furtherance of the Action. On January 20, 2023, the Bombay High Court pronounced the judgment quashing and setting aside the Action and held that the RBI appointed administrator exceeded its authority by writing off the AT-1 Bonds after Yes Bank was reconstituted on March 13, 2020. RBI has challenged the order of the Bombay High Court before the Supreme Court of India through a special leave petition against which our Company has filed a counter-affidavit dated March 25, 2023. The Supreme Court has stayed the operation of order of the Bombay High Court dated January 20, 2023. The matter is currently pending. 3. Our Company sold the mortgaged properties in the loan accounts under SARFAESI Act and to recover the remaining amount has initiated arbitration proceedings. Our Company commenced five separate arbitration proceedings in the loan accounts of RHC Holdings Private Limited (“RHPL”) out of which, three arbitration proceedings are pending before Justice R.B. Misra (Retd) and two arbitration proceedings are pending before Justice RC Chopra (Retd.). Our Company has filed five separate applications under Section 17 of the Arbitration and Conciliation Act, 1996, and Ld. Arbitrator(s) have passed orders restraining respondents from disposing off their movable and immovable assets. RHPL has been proceeded ex-parte in all the five arbitration proceedings. Malvinder Mohan Singh and R.S. Infrastructure Limited (“RSIL”) who are respondents in the arbitrations 336pending before Justice Chopra have been proceeded ex-parte as well. Our Company has filed claims in all the five arbitrations. In the three arbitrations pending before Justice R.B. Mishra, our Company has filed a claim for amount of ₹2.05 crores and in two arbitration proceedings before Justice Chopra claim of ₹345.17 crores have been filed. Additionally, the High Court of Delhi on application made by our Company, appointed Justice Dinesh Maheshwari as the arbitrator instead of Justice R.C. Chopra (Retd.) vide order dated August 14, 2023. The matter is currently pending. A petition was filed by Daiichi Sankyo Company Limited (“Daiichi”) before Delhi High Court against Malvinder Mohan Singh, our Company and others, under Section 151 of the CPC seeking appointment of forensic auditor(s) for conducting forensic audit of various banks and financials institutions in respect of shares of Fortis Healthcare Limited owned by Fortis Healthcare Holding Private Limited which were pledged to banks and financials institutions against the loan borrowed from them. Our Company has submitted its response on September 23, 2023 and the matter is pending for arguments. Our Company has filed two applications in the Delhi High Court (i) first, seeking to be impleaded in the execution proceedings initiated by Daiichi for execution of the award dated December 17, 2018 (the “Award”) against Malvinder Mohan Singh and others; and (ii) second, to bring on records that one of the assets forming a part of the Award is mortgaged in favour of our Company against loan facility extended to RHPL and that it is proceeding under the SARFAESI Act for recovery of its dues. By a common order dated January 24, 2019, the Delhi High Court directed for notice to be issued to Daiichi and vide order dated April 24, 2023 (i) allowed Daiichi to withdraw the entire amount held in deposit with the Delhi High Court; (ii) dismissed the objections of our Company; and (iii) imposed costs of ₹ 0.10 crore on our Company. 4. Our Company has granted loans aggregating to ₹283 crores under two separate loan agreements to Raghuleela Infraventures Private Limited (“RIPL”). On account of the default in payment of instalments by RIPL, our Company has recalled the loans vide two separate loan recall notices each dated March 9, 2020 and has invoked the personal guarantees provided thereunder. Our Company has filed a petition under Section 7 of Insolvency and Bankruptcy Code, 2016 before the National Company Law Tribunal, Mumbai (“NCLT, Mumbai”) against RIPL (“Application”). The NCLT, Mumbai has vide order dated October 06, 2021, allowed the Application. The NCLT, Mumbai wide its order dated 17 March 2023 initiated the liquidation process. Further, our Company has filed two separate applications under Section 95 IBC before the NCLT, Mumbai against the personal guarantors, Sanjay Chhabria and Ritu Chhabria, respectively. While in the matter against Sanjay Chhabria, order has been reserved, a resolution professional ("RP”) has been appointed in the matter against Ritu Chhabria. NCLT, Mumbai has directed for a report to be filed by the RP and the matter is currently pending.Our Company has also filed an application under Section 9 of the Arbitration and Conciliation Act, 1996 (the “Section 9 Application”) before the High Court of Delhi at New Delhi (the “Court”) against RIPL, Radius & Deserve Builders LLP, Sanjay Chhabria and Ritu Chhabria (the “Respondents”) seeking the Delhi High Court to, inter alia, (i) direct the Respondents to deposit the total outstanding amount along with interest on the loan facilities with the Registrar General of the Delhi High Court, and (ii) restrain the Respondents from alienating and/or selling and/or transferring and/or creating any encumbrances / lien / third party rights in the mortgaged properties. The Court vide order dated September 28, 2020 has ordered status quo and directed that no third party interest would be created in respect thereof without leave of the Court. Our Company has issued notice of invocation of arbitration on January 26, 2021. The Section 9 Application has been disposed off vide an order dated July 9, 2024 with the liberty to file a fresh petition or take such other remedies as may be available to it in law, in the event it is in a position to proceed in arbitration against any of the respondents in future. 5. Our Company has filed a suit for defamation in the High Court of Delhi (the “Delhi High Court”) against Twitter International Company, Facebook Inc., Prashant Bhushan and Instagram Inc. on the grounds of nefarious, frivolous and malicious remarks regarding dereliction of processes in extending loans by Yes Bank to our Company being made on social media platforms by Prashant Bhushan have caused harm to the reputation of our Company. Our Company has prayed for, inter alia, payment of damages to the tune of ₹100 crores, restraining Prashant Bhushan from publishing or disseminating information pertaining to our Company and its management and permanent injunction directing Twitter, Facebook Inc. and Instagram to remove the messages concerting us. Through its order dated March 18, 2020, the Delhi High court issued summons to the Defendants and granted interim injunction restraining Prashant Bhushan from tweeting or re-tweeting certain facts pertaining to Yes Bank until next hearing and directed Twitter International Company, Facebook Inc. and Instagram Inc. to takedown / expunge the tweets in relation to the said matter. Further, by an order dated June 8, 2020, the Delhi High Court directed that the name of Twitter International Company be substituted with Twitter Inc. (“Twitter”) 337and further directed our Company to provide details of the URLs of tweets and re-tweets sought to be pulled down pursuant to which Twitter shall pull down the tweets and re-tweets within 72 hours of receipt of details from our Company. By an email dated June 19, 2020, our Company submitted the details of the URLs. Prashant Bhushan and Twitter have filed their respective written statements. Prashant Bhushan has filed an application for the ex-parte stay order dated March 18, 2020 to be vacated or set aside to the extent it injuncts him from tweeting and re-tweeting facts stated in his tweets dated March 6, March 12 and March 13, 2020. Twitter has submitted that is has no role as it is an intermediary in terms of the Information Technology Act, 2000 (“IT Act”) and accordingly, has sought for its name to be deleted from array of parties. By an order dated June 24, 2020, the Delhi High Court directed our Company to file a reply indicating the URL and posts sought to be removed from Facebook and Instagram within a week which was submitted by our Company. The Delhi High Court through its suo motu order dated July 13, 2020 has extended the operation of interim orders which were in subsistence as on March 16, 2020 until August 31, 2020. Instagram LLC has filed two applications (i) one, seeking to, inter alia, delete its name from the array of parties on the grounds that it is neither a necessary party nor proper party for adjudication as it does not operate or control the Instagram services and has denied all averments made in the suit for defamation; (ii) second, to inter alia vacate / set aside the ex-parte interim order dated March 18, 2020 and any other subsequent extension orders of the Delhi High Court. Further, Facebook, Inc. has submitted its written statement and sought for dismissal of the suit including the plaint and interim application against Facebook Inc. with exemplary cost on the grounds that Facebook Inc. is an intermediary under the provisions of IT Act and therefore immune from liability and that it does not have an obligation to proactively monitor Facebook and Instagram services under the IT Act. The matter is currently pending. 6. Our Company filed an application under Section 9 of the Arbitration and Conciliation Act, 1996 (“Section 9 Proceedings”) in the High Court of Delhi at New Delhi (“Delhi High Court”) against Subhash Chandra in his capacity as the guarantor, Gnex Projects Private Limited (“Gnex”) and others (collectively, “Respondents”) seeking to, inter alia, (i) restrain the Respondents from selling, disposing of or in any way altering the nature of the security provided by them to secure the loans extended to Gnex and certain other Respondents during the pendency of the arbitration proceedings; (ii) Restrain Subhash Chandra from selling, disposing of his personal assets both movable and immovable during the pendency of the arbitration proceedings; and (iii) secure a sum of ₹461.83 crores in favour of our Company. By an order dated May 1, 2019, the Delhi High Court restrained the Respondents form disposing of the securities provided by them against the four facilities extended by our Company aggregating to ₹726 crores (“Loans”) and directed that the details of the personal assets be submitted in form of an affidavit in a sealed cover within two weeks. Another application was made in the Delhi High Court seeking to, inter alia, (i) restrain Subhash Chandra from disposing of his assets during the pendency of the arbitration proceedings, (ii) direct the Respondents to deposit ₹150 crores in accordance with the undertaking dated November 29, 2018; and (iii) Restrain Subhash Chandra and Cyquator Media Services Private Limited (the “Cyquator”) from sale of equity stake in Zee Entertainment Enterprises Limited (the “ZEEL”). In its order dated June 3, 2019, the Delhi High Court provided, inter alia, that the Respondents had undertaken to not dispose of the property situated in Jhajjar and Hyderabad which form part of security created to secure the Loans, without the permission of the court. On August 8, 2019, the Delhi High Court disposed off the Section 9 Proceedings and clarified that the orders dated May 1, 2019 and June 3, 2019 shall continue to operate until the arbitral tribunal is constituted, after which the parties shall be at liberty to approach the tribunal for modification / variation of the two orders. Pursuant to issuance of notice for invocation of arbitration, Justice Badar Durres Ahmed (retired) was appointed as a sole arbitrator (“Sole Arbitrator”) and our Company initiated arbitration proceedings, against Subhash Chandra in his capacity as the guarantor, seeking, inter alia, an award for a sum of ₹474.67 crores with interest. Subhash Chandra filed his statement of defence seeking to dismiss the claims made by our Company. Further, our Company filed an application under Section 17 before the Sole Arbitrator seeking to, inter alia, restrain Subhash Chandra, from alienating their assets and/or the securities provided to secure the Loans. The Sole Arbitrator through an order dated August 28, 2019 has, inter alia, restrained Subhash Chandra from disposing of the unencumbered shares held by him, directly and indirectly, in ZEEL and restrained him from creating third party rights on the assets / properties specified by way of an affidavit pursuant to the order dated May 1, 2019. The operation of the interim order was further extended by an order dated October 6, 2019 until December 3, 2019. In the order dated June 10, 2020, the parties submitted that settlement talks are ongoing. The parties have arrived at a settlement and the same has been paid. The matter is currently pending. On July 10, 2021 applications under Sections 17 and 19(4) of Arbitration and Conciliation Act, 1996 were argued. Our Company also argued the applications by which we have sought disclosure of Subhash Chandra’s 338shareholding in ZEEL and furnishing of a copy of Subhash Chandra’s affidavit of assets (currently in sealed cover) to us. Our Company has separately initiated arbitral proceedings before the Sole Arbitrator against the Gnex and others seeking, inter alia, an award for a sum of ₹474.67 crores with interest. Further, our Company filed an applications under Section 17 of the Arbitration and Conciliation Act, 1996, before the Sole Arbitrator seeking to, inter alia, (i) directions to deposit ₹474.67 crores or alternatively provide a bank guarantee of a nationalized bank for an equivalent sum; and (ii) restrain Gnex and other respondents from alienating their assets and/or the securities provided to sure the Loans; and (iii) restraining Cyquator from executing any documents in respect of sale/ encumbrance/ alienation of its direct and indirect stake in Zee Entertainment Enterprises Limited. Certain respondents have challenged the jurisdiction of the Sole Arbitrator to conduct the arbitral proceeding, through an application filed before the Sole Arbitrator under Section 16 of the Arbitration and Conciliation Act, 1996. Certain respondents have challenged the jurisdiction of the Sole Arbitrator to conduct the arbitral proceeding, through an application filed before the Sole Arbitrator under Section 16 of the Arbitration and Conciliation Act, 1996. The parties have arrived at a settlement and the same has been paid. The matter is currently pending. Our Company had filed a petition under Section 95 before the National Company Law Tribunal, New Delhi (“NCLT”) against Subhash Chandra on February 7, 2022 for initiating insolvency resolution process. The petition was admitted and the NCLT passed an order dated May 30, 2022 imposing an interim moratorium and appointing a resolution professional. Subhash Chandra thereafter has filed an appeal before the NCLT on August 1, 2022 challenging the order passed by the NCLT and an application dated April 30, 2024 before NCLT, New Delhi branch, praying for the replacement of the resolution professional. Admission order under Section 100 of IBC has been passed. Further, basis an application Subhash Chandra, the resolution professional has also been changed. Our Company has consented to the repayment plan. Currently, an application for approval of repayment plan is pending before the NCLT, New Delhi. 7. Our Company has filed an application dated December 2, 2020, under Section 8 of the Prevention of Money Laundering Act, 2002 (“PMLA”) before the Adjudicating Authority under PMLA (“Adjudicating Authority”) to implead our Company as a party in the original complaint filed by the Deputy Director, Directorate of Enforcement (“Original Complaint”) seeking to confirm the provisional attachment order dated July 9, 2020 (“PAO”) certain immovable properties. Our Company has clarified that the PAO is challenged only to the extent that it extends to the immovable properties situated at (i) Khurshedabad, Mumbai, valued at approximately ₹128.40 crores belonging to Imagine Estate Private Limited (“IEPL”); (ii) Unit No. 5, Sesen, Mumbai, valued at approximately ₹100 crores belonging to Imagine Residence Private Limited (“IRPL”); (iii) Unit No. 6, Sesen, Mumbai, valued at approximately ₹100 crores Imagine Home Private Limited (“IHPL”); and (iv) Unit No. 4, Sesen, Mumbai, valued at approximately ₹100 crores belonging to Imagine Habitat Private Limited (“IHPL” and collectively, “Properties”) on the grounds that the Properties are mortgaged as security in favour of our Company in connection with the loans extended to IEPL, IRPL and IHPL. Our Company has also filed a reply to the Original Complaint. The Deputy Director, Directorate of Enforcement in its reply deferred to the Adjudicating Authority to decide on the impleadment application filed by our Company. The matter is currently pending. An application has been filed by our Company before the Appellate Tribunal, New Delhi (under the Prevention of Money Laundering Act, 2002) for seeking permission to initiate the process of enforcement and sale of the mortgaged properties that were provided as security for the loans taken by Bliss Abode Private Limited. The matter is currently pending. 8. Our Company had initiated 10 arbitral proceedings before Justice Deepak Verma (retired) as the sole arbitrator in each of the 10 arbitral proceedings and filed its statements of claim against Imagine Estate Private Limited, Bliss Abode Private Limited, Bliss Agri and Eco Tourism Private Limited, Imagine Residence Private Limited, Bliss House Private Limited, Imagine Homes Private Limited, Imagine Habitat Private Limited, Bliss Habitat Private Limited, Imagine Realty Private Limited, Bliss Villa (Delhi) Private Limited and their respective co- borrowers and guarantors (“Respondents 1”). Additionally, SFL initiated arbitral proceedings against Imagine Estate Private Limited and others (“Respondents 2”) before Justice Deepak Verma (retired) as the sole arbitrator and filed its statement of claim against Respondents 2. 339With the consent of all the parties involved, since the aforementioned 11 arbitral proceedings were identical in nature, by an order dated July 9, 2020, and July 11, 2020, these proceedings were consolidated with ‘Indiabulls Housing Finance Limited and Bliss Agri and Eco Tourism Private Limited’ being the ‘lead matter’. Respondents 1, Respondents 2, and Rana Kapoor filed their statements of defense against our Company and SFL, primarily claiming relaxation under the circulars issued by RBI on grant of moratorium and on that basis have challenged the loan recall notices. Further, Respondents 1 and Respondents 2 filed counter claims for, inter alia (i) an amount aggregating to ₹10 crores, respectively, in each of the 11 arbitration proceedings; (ii) award ₹245 crores, which was refunded by Indiabulls Infraestate Limited (“IIL”) to our Company, in favour of Bliss Habitat Private Limited; and (iii) award ₹252.64 crores, which was refunded by IIL to our Company, in favour of Imagine Realty Private Limited. In response to the statements of defense, our Company and SFL have denied all allegations and categorically clarified that the benefit of moratorium is discretionary and cannot be claimed as a matter of right. In respect to the arbitration proceedings initiated by our Company and SFL and the claims made, the learned sole arbitrator Justice Deepak Verma (retired) passed arbitral awards on February 28, 2023. Further, a consolidated award dated February 28, 2023 in relation to the ‘lead matter’ was passed by the learned sole arbitrator concluding all the arbitral proceedings under Section 32 of the Arbitration and Conciliation Act, 1996. Respondent 1 have filed ten separate appeals under Section 34 of the Arbitration and Conciliation Act, 1996 challenging the arbitration award dated February 28, 2023, passed by the Ld. Arbitrator comprising Justice Deepak Verma (Retd.) and have filed applications seeking condonation of delay. Notice on applications for condonation of delay has been issued and is allowed. We have filed three separate execution petitions against Imagine Realty Private Limited, Imagine Homes Private Limited and Bliss Abode Private Limited. The matter has been argued on condonation of delay and is currently pending. Our Company has filed an application dated February 9, 2024 under Section 7 of IBC to initiate corporate insolvency resolution process, against Bliss Agri and Eco Tourism Private Limited before the Hon’ble National Company Law Tribunal, Delhi. Notice with respect to the aforesaid application has been issued by NCLT. The matter is currently pending. For details in relation to arbitration proceedings involving our Company and Imagine Estate Private Limited, Bliss Abode Private Limited, Bliss Agri and Eco Tourism Private Limited, Imagine Residence Private Limited, Bliss House Private Limited, Imagine Homes Private Limited, Imagine Habitat Private Limited, Bliss Habitat Private Limited, Imagine Realty Private Limited, Bliss Villa (Delhi) Private Limited and their respective co- borrowers and guarantors, please see “– Material civil proceedings by SFL” on page 350. 9. Our Company has filed a petition under Section 7 of IBC, against Garuda Maverick Infrastructure Projects Private Limited before National Company Law Tribunal, Bengaluru (the “Tribunal”) for an amount involving ₹ 225.0 crores. Notices have been issued. Further, we have filed two separate petitions under Section 7 of IBC against Garuda Builders Private Limited and Maverick Holdings and Investments Private Limited before the Tribunal for a claim amount of ₹ 225.86 crores. Notices have been issued in these two petitions. Further, we have filed three applications under Section 95 of IBC against Uday Bindiganvale Garudachar, Medini Uday Bindiganvale and Pranav Bindiganvale Uday before the Tribunal. The matter is currently pending. 10. A provisional attachment order dated July 9, 2020 (the “PAO 1”) was passed by the Deputy Director, Enforcement Directorate, Mumbai (the “ED”) in respect of immovable property situated at Amrita Shergill Marg, New Delhi (the “Property”) which is valued at approximately ₹ 685.00 crores. Our Company has a prior right over the Property belonging to Bliss Abode Private Limited in terms of the relevant provisions of the SARFAESI Act. By an ex parte order dated January 1, 2021 (the “Ex Parte Order”), the Adjudicating Authority under the Prevention of Money Laundering Act, 2002 (“PMLA”), confirmed the PAO 1. Aggrieved by the Ex Parte Order, our Company has filed an appeal dated January 20, 2021 before the Appellate Tribunal, New Delhi against the Directorate of Enforcement, Rana Kapoor, Bindu Kapoor and Bliss Abode Private Limited to set aside the Ex Parte Order on the grounds of inter alia failure to put our Company to notice of the Ex Parte Order. The Appellate Authority vide order dated February 15, 2021 has granted status quo to the operation of the eviction order until next date of hearing. The matter is currently pending. 340Another provisional attachment order dated July 9, 2020 (the “PAO 2”) was passed by the ED in respect of immovable properties situated at unit nos. 4, 5 and 6, Sesen 29, Napean Sea Road, Mumbai and Khurshedabad, S K Baraodawala Marg, Cumbala Road, Mumbai (collectively, the “Subject Properties”) which are valued at approximately ₹ 428.40 crores. By order dated April 8, 2021 (the “Order”), the Adjudicating Authority under PMLA confirmed the PAO 2. Aggrieved by the Order, our Company has filed an appeal dated June 11, 2021 before the Appellate Tribunal under PMLA against the ED, Rana Kapoor and others to set aside the Order on the grounds of inter alia having a prior right over the Subject Properties pursuant to the relevant provisions of the SARFAESI Act and failure to put our Company to the notice of the Order. The matter is currently pending. C. Notices issued by the Company for recovery of loans Prior to commencing enforcement proceedings under SARFAESI or other debt recovery laws against our borrowers, our Company from time to time issues notices and other communications to defaulting borrowers of the Company for repayment of outstanding loans granted to such borrowers by the Company in the ordinary course of the Company’s business. On a significant number of such occasions, such payment notices and communications do not result in enforcement action and the loans get regularized. D. Material tax proceedings As on the date of this Draft Shelf Prospectus, there are no material tax proceedings initiated against our Company. E. Regulatory and statutory proceedings 1. Our Company received a notice dated February 9, 2024 from the SEBI (the “SEBI Letter”) in connection with certain additional interest payments made to existing holders of the non-convertible debentures issued by the Issuer in accordance with the terms stipulated under certain public issuances of debentures between August 9, 2021 until November 30, 2023. The SEBI pursuant to its notice dated June 14, 2024 addressed to our Company has issued a notice for summary settlement of the probable proceedings under the Securities and Exchange Board of India (Settlement Proceedings) Regulations, 2018 as provided in the SEBI Letter. Our Company has filed a settlement application dated July 11, 2024, paid the corresponding processing fees for the settlement application and remitted the settlement amount of ₹ 7,65,000. The settlement order is pending. 2. Kogta Financial (India) Limited (“Kogta”) has filed an interlocutory petition dated July 9, 2024 before the Registrar of Trade Marks, Trade Marks Registry, Ahmedabad (the “Registrar”), under the Trade Marks Act, 1999, as amended, against our Company to (i) refuse the trademark application for registration filed by our Company on the grounds that the mark proposed to be registered by our Company closely resembles that of Kogta, and (ii) pass any other order which the Registrar may deem fit and proper. The matter is currently pending. 3. Certain regulatory authorities have, from time to time, sought information and documents from the Company in relation to certain of its borrowers under the applicable law. Our Company has provided such information and documents to the regulatory authorities in a timely manner. F. Consumer cases Our Company has approximately 370 consumer complaints/ appeals in which we are respondents. These primarily pertain to alleged deficiency in service and there are some proceedings in which we are pro forma parties. The issues involved in such complaints include, inter alia, charging allegedly foreclosure charges / pre-payment penalty, excessive interest rate, unilateral increase in tenure, declaration of account as non- performing assets, stay of possession of property, forceful repossession of vehicles, sale of vehicles, non-issuance of no objection certificates and higher rate of interest. G. Proceedings under Section 138 of Negotiable Instruments Act Our Company has filed complaints against various parties in the ordinary course of business, including some of our customers, under Section 138 of the Negotiable Instruments Act, 1881 in relation to dishonour of cheques. The matters are pending at various stages of adjudication before various courts. 341H. Details of pending proceedings initiated against the issuer for economic offences As on the date of this Draft Shelf Prospectus, there are no pending proceedings initiated against our Company for economic offences. I. Details of any inquiries, inspections or investigations initiated or conducted under the securities laws or Companies Act or any previous companies’ law against our Company and our Subsidiaries and if there were any prosecutions filed (whether pending or not), any fines imposed or compounding of offences done, in the three years immediately preceding the year of this Draft Shelf Prospectus 1. Our Company, in addition to our Directors and Key Managerial Personnel, had received show cause notices from the Registrar of Companies, Delhi and Haryana at New Delhi, Ministry of Corporate Affairs, New Delhi (the “RoC”), for non-compliance of certain applicable provisions and disclosure requirements, under different provisions of the Companies Act, 2013 (the “Act”), as observed by MCA officials during inspection of our Company records under Section 206(5) of the Act for the period from Fiscal 2014-15 to Fiscal 2016-17, which were compoundable and adjudicable in nature. Our Company, Directors and Key Managerial Personnel filed compounding applications and petitions under Section 441 of the Act and application or request for adjudication of penalties under Section 454 of the Act. The compounding applications were adjudicated and our Company and officers have paid the fees and penalties as imposed. One of the earlier applications filed with the RoC for adjudication under Section 454 of the Act has also been heard and adjudicated. Post inspection findings, as desired by the office of the Regional Director, Northern Region (the “RD”), our Company had duly submitted desired additional information and documents pertaining to Fiscals 2017-18 to 2020-21 with RD office on August 2, 2022. Further, MCA vide their letter dated December 21, 2023 has directed our Company to file compounding/ adjudication application for the alleged offences under Sections 134(3)(f) and 129, read with Schedule III, of the Act for various financial years, arising out of the supplementary inspection under Section 206(5) of the Act carried out by the MCA. Our Company responded to this letter on January 4, 2024, with subsequent reminders vide letters dated February 22, 2024, May 13, 2024, October 15, 2024, and April 8, 2025 requesting for details of these non-compliances to proceed further. The RoC vide its letter dated April 16, 2025 had provided the necessary details for filing the compounding and adjudication applications and our Company and concerned officers had immediately filed the required applications with the RoC. The RoC has initiated the process of adjudication and has also forwarded the compounding applications to RD office. Our Company and our officers have suo moto filed adjudication applications for alleged offence under Section 135 of the Act and are in the process of getting the said matters compounded/ adjudicated by paying the requisite compounding fee/ penalty as may be imposed by the concerned authorities. 2. Other than as disclosed in “Contingent Liabilities” which form a part of our Audited Financial Statements as at March 31, 2024 and March 31, 2025, there are no other statutory dues that are pending payment by the Company due to reasons of default, delay or non-payment. Additionally, in the past there have been slight delays in a few cases in depositing the statutory dues, which have been paid by the Company. 3. SEBI has from time to time have sought information and documents from the Company in relation to certain of its borrowers under the applicable provisions of the SEBI Act, 1992, as amended. Our Company has provided such information and documents to SEBI in a timely manner. J. Details of acts of material frauds committed against our Company in the preceding three financial years and current financial year and the action taken by our Company Particulars From April 1, 2025 to March 31, 2025 March 31, 2024 March 31, 2023 September 23, 2025 Number of frauds 2 11 7 Nil Aggregate amount 1.50 2.67 59.52 Not applicable involved (₹ in crores) Corrective actions Police Complaint filed/ Police complaint filed/ in - Police Complaint filed/ in - Not applicable taken by the in - process. Additional process. Additional checks process. Additional checks Company checks have been have been implemented to have been implemented to 342Particulars From April 1, 2025 to March 31, 2025 March 31, 2024 March 31, 2023 September 23, 2025 implemented to keep keep strong checks on keep strong checks on strong checks on processes. processes processes II. Involving our Directors Except as disclosed below, there are no other proceedings against our Directors: Subhash Sheoratan Mundra A. Criminal proceedings Against the Director As on the date of this Draft Shelf Prospectus, there are no criminal proceedings initiated against our director, Subhash Sheoratan Mundra. By the Director As on the date of this Draft Shelf Prospectus, there are no criminal proceedings initiated by our director, Subhash Sheoratan Mundra. B. Material Civil proceedings Against the Director As on the date of this Draft Shelf Prospectus, there are no material civil proceedings initiated against our director, Subhash Sheoratan Mundra. By the Director As on the date of this Draft Shelf Prospectus, there are no material civil proceedings initiated by our director, Subhash Sheoratan Mundra. C. Material Tax proceedings As on the date of this Draft Shelf Prospectus, there are no material tax proceedings involving our director, Subhash Sheoratan Mundra. D. Statutory and Regulatory proceedings As on the date of this Draft Shelf Prospectus, there are no statutory or regulatory proceedings involving our director, Subhash Sheoratan Mundra. Gagan Banga A. Criminal proceedings Against the Director Except as disclosed below, there are no criminal proceedings initiated against our director, Gagan Banga as on the date of the Draft Shelf Prospectus: 3431. Ramesh Kumar Gupta (“Complainant”) filed a complaint on September 26, 2006 against Gagan Banga, Sameer Gehlaut, Shamsher Singh Ahlawat, Prem Prakash Mirdha, Karan Singh, Rajiv Rattan, Saurabh Mittal, Ashwini Omprakash Kumar (erstwhile Director), in their capacity as directors of Indiabulls Ventures Limited (erstwhile Indiabulls Securities Limited) (“IVL”), Amit Jain in his capacity as the company secretary of IVL and other employees of IVL, in Kaithal Police Station alleging commission of offences punishable under Sections 406, 420, 467, 468, 471 and 120-B of the IPC. Subsequently, the Complainant filed a complaint in the Court of Judicial Magistrate, Kaithal (Haryana) (“CMM, Kaithal”) against Indiabulls Ventures Limited, Gagan Banga, Shamsher Singh Ahlawat, Prem Prakash Mirdha, Sameer Gehlaut, Karan Singh, Rajiv Rattan, Saurabh Mittal, Ashwini Omprakash Kumar (erstwhile Director), Amit Jain and other employees of IVL in relation to a dispute regarding alleged unauthorized trading effected in his securities trading account. Through a letter dated October 6, 2006, the allegations were denied on the grounds that (i) Sameer Gehlaut, Ashwini Omprakash Kumar, Shamsher Singh Ahlawat, Prem Prakash Mirdha, Saurabh Mittal, Karan Singh were not directors of IVL; (ii) Gagan Banga and Rajiv Rattan were not involved in the day to day management of the trading in the accounts maintained by IVL; and (iii) Amit Jain was not the company secretary of IVL. We understand that upon completion of the investigation, a closure report has been filed by the police authorities as no cognizable offence has been made out. The matter is currently pending for closure in the CMM, Kaithal. 2. For details in relation to complaint filed by Raghani Property Holdings Private Limited against Gagan Banga and other directors, please see “– Criminal proceedings – Against our Company” on page 322. 3. For details in relation to the taking of cognizance of chargesheet and issuance of the summons in relation to the complaint filed by Agara Tech Zone Private Limited, please see “– Criminal proceedings – Against our Company” on page 322. 4. For details in relation to FIR filed by Ravindra Biyani and AS Confin Private Limited against Gagan Banga, and others, please see “– Material Civil Proceedings – Against SFL” on page 348. 5. For details in relation to a notice issued by the Supreme Court of India to Gagan Banga to show cause as to why contempt of court proceedings should not be initiated against him, please see “– Material Civil Proceedings – Against our Company” on page 327. By the Director As on the date of this Draft Shelf Prospectus, there are no criminal proceedings initiated by our director, Gagan Banga. B. Material civil proceedings Against the Director Except as disclosed below, there are no material civil proceedings initiated against our director, Gagan Banga as on the date of the Draft Shelf Prospectus: 1. For details in relation to complaint filed by Mr. Lalit Kumar Singh against the Company and our managing director, Gagan Banga, please see “– Material Civil Proceedings – Against our Company” on page 327. By the Director As on the date of this Draft Shelf Prospectus, there are no material civil proceedings initiated by our director, Gagan Banga. C. Material Tax proceedings As on the date of this Draft Shelf Prospectus, there are no material tax proceedings involving our director, Gagan Banga. D. Statutory and Regulatory proceedings 344As on the date of this Draft Shelf Prospectus, there are no statutory or regulatory proceedings involving our director, Gagan Banga. Rajiv Gupta A. Criminal proceedings Against the Director As on the date of this Draft Shelf Prospectus, there are criminal proceedings initiated against our director, Rajiv Gupta. By the Director As on the date of this Draft Shelf Prospectus, there are criminal proceedings initiated by our director, Rajiv Gupta. B. Material Civil proceedings Against the Director As on the date of this Draft Shelf Prospectus, there are no material civil proceedings initiated against our director, Rajiv Gupta. By the Director As on the date of this Draft Shelf Prospectus, there are no material civil proceedings initiated by our director, Rajiv Gupta. C. Material Tax proceedings As on the date of this Draft Shelf Prospectus, there are no material tax proceedings involving our director, Rajiv Gupta. D. Statutory and Regulatory proceedings As on the date of this Draft Shelf Prospectus, there are no statutory or regulatory proceedings involving our director, Rajiv Gupta. Sachin Chaudhary A. Criminal proceedings Against the Director Except as disclosed below, there are no criminal proceedings initiated against our director, Sachin Chaudhary as on the date of the Draft Shelf Prospectus: 1. For details in relation to complaints filed by Raghani Property Holdings Private Limited against Sachin Chaudhary and other directors, please see “– Criminal proceedings – Against our Company” on page 322. By the Director As on the date of this Draft Shelf Prospectus, there are no criminal proceedings initiated by our director, Sachin Chaudhary. B. Material civil proceedings Against the Director 345As on the date of this Draft Shelf Prospectus, there are no material civil proceedings initiated against our director, Sachin Chaudhary. By the Director As on the date of this Draft Shelf Prospectus, there are no material civil proceedings initiated by our director, Sachin Chaudhary. C. Material tax proceedings As on the date of this Draft Shelf Prospectus, there are no material tax proceedings involving our director, Sachin Chaudhary. D. Statutory and regulatory proceedings As on the date of this Draft Shelf Prospectus, there are no statutory or regulatory proceedings involving our director, Sachin Chaudhary. Achuthan Siddharth A. Criminal proceedings Against the Director As on the date of this Draft Shelf Prospectus, there are no criminal proceedings initiated against our director, Achuthan Siddharth. By the Director As on the date of this Draft Shelf Prospectus, there are no criminal proceedings initiated by our director, Achuthan Siddharth. B. Material Civil proceedings Against the Director As on the date of this Draft Shelf Prospectus, there are no material civil proceedings initiated against our director, Achuthan Siddharth. By the Director As on the date of this Draft Shelf Prospectus, there are no material civil proceedings initiated by our director, Achuthan Siddharth. C. Material Tax proceedings As on the date of this Draft Shelf Prospectus, there are no material tax proceedings involving our director, Achuthan Siddharth. D. Statutory and Regulatory proceedings As on the date of this Draft Shelf Prospectus, there are no statutory or regulatory proceedings involving our director, Achuthan Siddharth. Dinabandhu Mohapatra 346A. Criminal proceedings Against the Director As on the date of this Draft Shelf Prospectus, there are no criminal proceedings initiated against our director, Dinabandhu Mohapatra. By the Director As on the date of this Draft Shelf Prospectus, there are no criminal proceedings initiated by our director, Dinabandhu Mohapatra. B. Material Civil proceedings Against the Director As on the date of this Draft Shelf Prospectus, there are no material civil proceedings initiated against our director, Dinabandhu Mohapatra. By the Director As on the date of this Draft Shelf Prospectus, there are no material civil proceedings initiated by our director, Dinabandhu Mohapatra. C. Material Tax proceedings As on the date of this Draft Shelf Prospectus, there are no material tax proceedings involving our director, Dinabandhu Mohapatra. D. Statutory and Regulatory proceedings As on the date of this Draft Shelf Prospectus, there are no statutory or regulatory proceedings involving our director, Dinabandhu Mohapatra. Shefali Shah A. Criminal proceedings Against the Director As on the date of this Draft Shelf Prospectus there are no criminal proceedings initiated against our director, Shefali Shah. By the Director As on the date of this Draft Shelf Prospectus, there are no criminal proceedings initiated by our director, Shefali Shah. B. Material Civil proceedings Against the Director As on the date of this Draft Shelf Prospectus, there are no material civil proceedings initiated against our director, Shefali Shah. By the Director 347As on the date of this Draft Shelf Prospectus, there are no material civil proceedings initiated by our director, Shefali Shah. C. Material Tax proceedings As on the date of this Draft Shelf Prospectus, there are no material tax proceedings involving our director, Shefali Shah. D. Statutory and Regulatory proceedings As on the date of this Draft Shelf Prospectus, there are no statutory or regulatory proceedings involving our director, Shefali Shah. III. Involving our Subsidiaries Except as disclosed below, there are no other pending litigations involving Subsidiaries of our Company which could have a material adverse effect on the financial position of our Company, or which may affect the Issue or an investor’s decision to invest in the Issue. Sammaan Finserve Limited (formerly known as Indiabulls Commercial Credit Limited) (“SFL”) A. Criminal proceedings Against SFL Except as disclosed below, there are no criminal proceedings initiated against SFL as on the date of the Draft Shelf Prospectus: 1. For details in relation to FIR filed by Ravindra Biyani and AS Confin Private Limited against our Company, SFL and others please see “—Material Civil Proceedings – Against SFL” on page 348. By SFL Except as disclosed below, there are no criminal proceedings initiated by SFL as on the date of the Draft Shelf Prospectus: 1. SFL has filed a first information report dated August 5, 2020 under sections 406, 420, 120B and 34 of IPC against Tradenext Securities Limited, Mukesh Arora, Radhika Arora and late Poonam Arora (collectively, the “Respondents”) for cheating and conspiracy. The Respondents had availed a loan from SFL, and thereafter deliberately defaulted in payment of the instalments in relation to the loan. They had misrepresented that the property being mortgaged is free from encumbrances, and later wrongfully sold the property that was mortgaged in favour of SFL in relation to multiple loans that they availed. The case is pending for investigation. B. Material civil proceedings Against SFL Except as disclosed below, there are no material civil proceedings initiated against SFL as on the date of the Draft Shelf Prospectus: 1. An application was filed by Ravindra Biyani and AS Confin Private Limited (the “Petitioners”) in the Court of Ld. 4th Civil Judge (Snr. Div) at Alipore (“Court”) against our Company, SFL, Gagan Banga, in his capacity as our Director, and others (the “Defendants”) seeking an injunction to restrain the Defendants from (i) invoking the pledge and/or appropriating the pledged shares and/or from disposing of the assets and immovable properties pledged in favour of the Defendants pursuant to money advanced by SFL to AS Confin Private Limited (the “Loan”); and (ii) giving effect to the promissory note, loan agreement, document of pledge and the power of attorney, each dated May 21, 2021 and executed in relation to the Loan. The Court vide order dated August 25, 3482022 restrained the Defendants from invoking the pledge and/or appropriating the shares and/or from disposing off the assets and immovable properties and disposed of the matter vide order dated December 1, 2022 (the “Order”). The Petitioner has thereafter filed two appeals against the Order before the District and Sessions Judge, Alipore (“District Judge”) (i) against allowing the section 8 application; and (ii) for rejection of injunction application/suit. The matters are currently pending before the District Judge. Additionally, the Petitioner has filed a first information report dated October 26, 2022 (the “FIR”) against the Defendants and Divyesh Shah under Sections 420, 406, 409, 506, 120B of the IPC alleging fraud, deceit, criminal breach of trust and misappropriation of valuable securities and property. SFL and our Company have filed a petition (the “Petition”) before High Court at Calcutta (“Calcutta High Court”) seeking the quashing of the FIR. The Calcutta High Court vide interim orders dated December 16, 2022, December 21, 2022 and February 23, 2023 (collectively, the “Interim Orders”) has allowed the investigation of the case, by virtual mode, and has stated that no coercive steps be taken against the accused person’s name in FIR for the period mentioned in the Interim Orders. Subsequently, the Defendants have filed a special leave petition dated March 22, 2023 before the Supreme Court of India (“Supreme Court”) against the Interim Orders. The Supreme Court has issued notices for the petitions filed by the Defendants and stayed the proceedings of the FIR filed against the Defendants vide order dated July 4, 2023. The Petition is currently pending. 2. Our Company and Gagan Banga, in his capacity as our Director (the “Petitioners”), have filed a criminal writ petition dated April 15, 2023 before the Supreme Court, challenging the FIR. The Supreme Court vide order dated April 28, 2023 (the “Interim Order”) ordered a stay on proceedings under the FIR. Thereafter, on the interlocutory application filed by our Company, the Supreme Court vide order dated July 4, 2023 permitted the Petitioners to challenge the FIR before the jurisdictional High Court and continued the Interim Order till the filing of the petition before such High Court stating that it would be open to the Petitioners to seek stay of proceedings which would be considered by such High Court on its own merit. 3. Ambience Private Limited and Ambience Projects and Infrastructure Private Limited (together, the “Appellants”) have filed separate appeals, each dated January 20, 2025 (collectively, the “Appeals”), before the High Court of Delhi against SFL (the “Respondent”), under Section 37 of the Arbitration and Conciliation Act, 1996 (the “Arbitration Act”), seeking setting aside of composite order dated December 23, 2024 (the “Order”) pursuant to which the applications under Section 9 of the Arbitration Act (the “Petitions”) filed by the Respondent were allowed and the Appellants were directed to deposit an amount of ₹ 638.08 crores(the “Relief”) and restrained from creating any third party rights in the concerned properties. Pursuant to the order dated 27 Janaury 2025, the High Court of Delhi has stayed the deposit of the sum of ₹638.08 crores. Pursuant to the order dated August 26, 2025, the High Court has ordered all the issues in the Appeals to be decided by the arbitrator and the Appeals have been disposed off. Further, SFL had filed applications for the appointment of the sole arbitrator and arbitrators have been appointed. SFL has filed a statement of claim against the Appellants and Ambience Private Limited has filed their statement of defence and counter claim. The arbitration is currently pending. 4. For details in relation to petition filed by Imagine Estate Private Limited, Bliss Abode Private Limited, Bliss Agri and Eco Tourism Private Limited, Imagine Residence Private Limited, Bliss House Private Limited, Imagine Homes Private Limited, Imagine Habitat Private Limited, Bliss Habitat Private Limited, Imagine Realty Private Limited, Bliss Villa (Delhi) Private Limited and their respective co-borrowers and guarantors against SFL under Section 34 of the Arbitration Act, please see “– Material civil proceedings by our Company” on page 334. 5. For details in relation to the petition filed under Section 9 of the Arbitration and Conciliations Act, 1996 by Supertech Limited, Supertech Realtors Private Limited and Revital Reality Private Limited against SFL, amongst others, please see “– Material civil proceedings against our Company” on page 327. 6. For details in relation to the petitions filed under Section 9 of the Arbitration and Conciliations Act, 1996 by Vatika Limited, along with other entities of the Vatika group, and Enserve Electrocon Furnishers Private Limited, along with other entities of Gaurav Bhalla group, against SFL, please see “– Material civil proceedings against our Company” on page 327. 7. For details in relation to the civil suit filed by Mantri Infrastructure Private Limited agains SFL, please see “– Material civil proceedings against our Company” on page 327. 8. For details in relation to the petition filed under Section 9 of the Arbitration and Conciliation Act, 1996 by Parsvnath Developers Limited and others against SFL, please see “– Material civil proceedings against our Company” on page 327. 3499. For details in relation to the petition filed under Section 9 of the Arbitration and Conciliation Act, 1996 by Noida Marketing Private Limited against SFL, please see “– Material civil proceedings against our Company” on page 327. 10. For details in relation to the petition filed under Section 9 of the Arbitration and Conciliation Act, 1996 by Chimanlal Talreja against SFL, please see “– Material civil proceedings against our Company” on page 327. By SFL 1. SFL, along with our Company, had issued 11 recall notices to Bliss Abode Private Limited, Bliss Agri and Eco Private Limited, Bliss Habitat Private Limited, Imagine Estate Private Limited, Bliss Villa (Delhi) Private Limited, Bliss House Private Limited, Imagine Realty Private Limited, Imagine Residence Private Limited, Imagine Estate Private Limited, Imagine Habitat Private Limited and their respective co-borrowers and guarantors, each dated March 9, 2020 (the “Recall Notices”), on account of occurrence of a material adverse event as contemplated under the relevant facility documents. These Recall Notices pertain to loan facilities wherein (i) Rana Kapoor and/or his relatives were guarantors; or (ii) Rana Kapoor was a co-borrower. Subsequently, SFL and our Company issued 21 notices under Section 13(2) of the SARFAESI Act, each dated June 18, 2020 (collectively, the “SARFAESI Notices”), to Bliss Villa (Delhi) Private Limited, Imagine Estate Private Limited, Imagine Residence Private Limited, Bliss Abode Private Limited, Bliss House Private Limited, Imagine Residence Private Limited, Imagine Estate Private Limited, Imagine Homes Private Limited, Imagine Habitat Private Limited, Bliss Agri and Eco Tourism Private Limited, Bliss House Private Limited and their respective co-borrowers and guarantors, calling upon them to forthwith pay the outstanding amount aggregated across all individual SARFAESI Notices of ₹ 2,364.58 crores along with the tax deducted at source, with the amount aggregating to ₹ 11.53 crores, due as on the date of the SARFAESI Notices in accordance with their respective liabilities under the loan documents. The notices further stated that in the event there is a default in payment of the outstanding amounts, our Company, in its capacity as the financial creditor shall be entitled to take such steps as provided under Section 13(4) of the SARFAESI Act, which include taking possession and disposing of the secured assets as described in the SARFAESI Notices. Our Company has, through notices, each dated September 4, 2020, issued under Section 13(4) of the SARFAESI Act and newspaper publications on September 6, 2020, and September 7, 2020, taken symbolic possession of the secured assets as described in the SARFAESI Notices. Further, SFL has filed application under Section 9 of the Arbitration and Conciliation Act, 1996 (the “Section 9 Applications”) in the High Court of Delhi, New Delhi (“Delhi High Court”) against Bliss Abode Private Limited, Bliss Agri and Eco Tourism Private Limited, Bliss House Private Limited, Bliss (Villa) Delhi Private Limited, Imagine Habitat Private Limited, Bliss Habitat Private Limited, Imagine Realty Private Limited and their respective co-borrowers and guarantors (collectively, the “Respondents”). Through its orders, each dated March 13, 2020 (collectively, the “Interim Orders”), the Delhi High Court has inter alia restrained the Respondents from creating any encumbrance, lien or third-party rights on the secured assets. By its common order dated June 29, 2020, the Delhi High Court extended the operation of the Interim Orders. Through its common order dated September 3, 2020, the Delhi High Court has disposed of the Sections 9 Applications and has ordered the Sections 9 Applications to be treated as applications made under Section 17 of the Arbitration and Conciliation Act, 1996 and same are to be filed before the sole arbitrator, Justice Deepak Verma (retired). Pursuant to its order, the Delhi High Court further extended the operation of the Interim Orders till September 19, 2020. Further, the Delhi High Court has also ordered that the sole arbitrator Justice Deepak Verma (retired) may modify, continue or vary the operation of the Interim Orders. Further, our Company also invoked the arbitration clause and initiated 10 arbitral proceedings before Justice Deepak Verma (retired) as the sole arbitrator in each of the 10 arbitral proceedings. Our Company has filed its statement of claim against Imagine Estate Private Limited, Bliss Abode Private Limited, Bliss Agri and Eco Tourism Private Limited, Imagine Residence Private Limited, Bliss House Private Limited, Imagine Homes Private Limited, Imagine Habitat Private Limited, Bliss Habitat Private Limited, Imagine Realty Private Limited, Bliss Villa (Delhi) Private Limited and their respective co-borrowers and guarantors (the “Respondents 1”). Additionally, SFL also invoked the arbitration clause and initiated arbitral proceedings against Imagine Estate Private Limited and others (the “Respondents 2”) before Justice Deepak Verma (retired) as the sole arbitrator and has filed its statement of claim against Respondents 2. With the consent of all the parties involved, since the aforementioned 11 arbitral proceedings were identical in nature, by orders dated July 9, 2020 and July 11, 2020, 350these proceedings were consolidated with ‘Indiabulls Housing Finance Limited and Bliss Agri and Eco Tourism Private Limited’ being the ‘lead matter’. Respondents 1, Respondents 2 and Rana Kapoor have filed their statements of defence against SFL and our Company, primarily claiming relaxation under the circulars issued by RBI on grant of moratorium and on that basis have challenged the loan recall notices. Additionally, Respondents 1 and Respondents 2 have made counter claims for, inter alia (i) an amount aggregating to ₹ 10.00 crores, respectively, in each of the 11 arbitration proceedings; (ii) award ₹ 245.00 crores, which was refunded by Indiabulls Infraestate Limited (“IIL”) to our Company in favour of Bliss Habitat Private Limited; and (iii) award ₹ 252.64 crores, which was refunded by IIL to SFL, in favour of Imagine Realty Private Limited. In response to the statements of defence, SFL and our Company have denied all allegations and categorically clarified that the benefit of moratorium is discretionary and cannot be claimed as a matter of right. In respect to the arbitration proceedings initiated by our Company and SFL and the claims made, the learned sole arbitrator Justice Deepak Verma (retired) passed arbitral awards on February 28, 2023 (the “Award”). Further, a consolidated award dated February 28, 2023 in relation to the ‘lead matter’ was passed by the learned sole arbitrator concluding all the arbitral proceedings under Section 32 of the Arbitration and Conciliation Act, 1996. In addition, Imagine Estate Private Limited has filed a petition dated June 27, 2023 under Section 34 of the Arbitration and Conciliation Act, 1996, before the High Court of Delhi at New Delhi (“Delhi High Court”) challenging the Award along with application for condonation of delay. The Delhi High Court vide order dated September 18, 2023 issued notice on applications for condonation of delay. The matter is currently pending. 2. SFL filed an application dated February 13, 2022 (the “Application”) under Section 95 of the Insolvency and Bankruptcy Code, 2016 read with rule 7(2) of the Insolvency and Bankruptcy (Application to Adjudicating Authority for Insolvency Resolution Process for Personal Guarantors to Corporate Debtors) Rules, 2019, before the National Company Law Tribunal, Bengaluru (“NCLT”), seeking to initiate the insolvency resolution process against the personal guarantor, Sushil Mantri, with respect to a loan amounting of ₹ 176.00 crores given to Mantri Developers Private Limited. The personal guarantee was invoked on December 29, 2021. The NCLT appointed an Insolvency Resolution Professional vide order dated October 7, 2022. The IRP has filed its report and the matter is currently pending. Sushil Mantri has filed writ petition in the High Court of Karnataka at Bangalore, seeking inter alia quashing of the proceedings initiated before the NCLT pursuant to the Application. The matter is currently pending. 3. SFL has filed a petition before the High Court of Delhi (“Delhi High Court”) under Section 9 of the Arbitration and Conciliation Act, 1996 (the “Section 9 Petition”) seeking an injunction against Juhu Real Estate Developers Private Limited and others (the “Respondents”) seeking (i) restraint against the Respondents from transferring, selling, alienating, encumbering or creating any third party right or interest in the properties mortgaged to SFL for the repayment of the loans; and (ii) release of (a) original letter dated December 6, 2021; (b) original No- Objection Certificates in respect of the units in the project currently named as ‘Equest’; and (iii) original No- Objection Certificates in respect of the units in the project named as ‘Monticello’ (collectively, the “Escrow Documents”) from the escrow agent. The Respondents have submitted before the Delhi High Court that they shall not insist on release of the Escrow Documents. Pursuant to order dated October 25, 2024, the Delhi High Court has disposed of the Section 9 Petition with a direction that the application under Section 9 will be considered as a Section 17 application and pursuant to its order dated December 12, 2024, an arbitrator has been appointed. We have filed our claim. The matter is currently pending. 4. The Enforcement Directorate (“ED”) filed an original complaint dated August 7, 2020 (the “Complaint”) before the Adjudicating Authority, New Delhi (“Adjudicating Authority”), under the Prevention of Money Laundering Act, 2002 (“PMLA”), provisionally attaching inter alia the property at Khurshedabad, S.K. Barodawala Marg, Cumbala Hill, Mumbai-26 (the “Property”) vide provisional attachment order no. 04/2020 dated July 9, 2020 (the “PAO”). SFL filed an application for impleadment and reply or objection in the Complaint on the grounds inter alia that (i) the property is mortgaged with SFL and our Company hold a security interest over the Property, (ii) no notice was ever issued to SFL and by virtue Sections 26C and 26E of the SARFAESI Act, SFL has prior right over the property attached. By an order dated April 8, 2021 (the “Order”), the Adjudicating Authority confirmed the PAO. In the writ petition filed by SFL High Court of Delhi has ordered that status quo be maintained on the attached properties, which include the Property, till the appeal is taken up for consideration by the Appellate Tribunal, PMLA. SFL has filed the appeal dated June 23, 2021 before the Appellate Tribunal challenging the Order. SFL has also filed an application dated October 13, 2022 before the Appellate Tribunal seeking permission to initiate the sale of the Property. The matter is currently pending. 3515. For details in relation to the initiation of arbitration proceedings petitions against Imagine Estate Private Limited and others by SFL, please see “Material civil proceedings by our Company” on page 334. C. Tax proceedings As on the date of this Draft Shelf Prospectus, there are no material tax proceedings initiated against SFL. D. Statutory and regulatory proceedings Except as disclosed below, there are no litigation or legal action pending or taken by any ministry or department of the government or a statutory authority against SFL as on the date of this Draft Shelf Prospectus and that there have been no directions issued by such ministry or department or statutory authority upon conclusion of such litigation or legal action: 1. SFL received a notice dated February 9, 2024 from the SEBI (the “SEBI Letter”) in connection with certain additional interest payments made to existing holders of the non-convertible debentures issued by the Issuer in accordance with the terms stipulated under certain public issuances of debentures between August 9, 2021 until November 30, 2023. The SEBI pursuant to its notice dated June 14, 2024 addressed to SFL, has issued a notice for summary settlement of the probable proceedings under the Securities and Exchange Board of India (Settlement Proceedings) Regulations, 2018 as provided in the SEBI Letter. SFL has filed a settlement application dated July 11, 2024, paid the corresponding processing fees for the settlement application and remitted the settlement amount of ₹ 6,25,000. The settlement order is pending. E. Consumer cases SFL has approximately 15 consumer complaints/ appeals in which it is a respondent. These primarily pertain to alleged deficiency in services. The issues involved in such complaints include, inter alia, forceful repossession of vehicles sale of vehicles, non-issuance of no objection certificates and higher rate of interest and other charges. F. Proceedings under Section 138 of Negotiable Instruments Act SFL, in the ordinary course of business, has filed complaints against various parties, including some of our customers under Section 138 of the Negotiable Instruments Act, 1881 in relation to dishonour of cheques. Sammaan Asset Management Limited (“SAML”) A. Criminal proceedings There are no criminal proceedings initiated by or against SAML as on the date of this Draft Shelf Prospectus. B. Civil proceedings There are no civil proceedings initiated by or against SAML as on the date of this Draft Shelf Prospectus. C. Tax proceedings There are no material tax proceedings against SAML as on the date of this Draft Shelf Prospectus. D. Statutory and Regulatory proceedings There are no statutory and regulatory proceedings involving SAML as on the date of this Draft Shelf Prospectus. 352OTHER REGULATORY AND STATUTORY DISCLOSURES Authority for the Issue At the meeting of the Board of Directors of our Company and the Securities Issuance and Investment Committee, held on September 3, 2025 and September 26, 2025, respectively, the Directors and the members of the Securities Issuance and Investment Committee approved the issue of NCDs to the public. Further, the present borrowing is within the borrowing limits under Section 180(1)(c) of the Companies Act, 2013 duly approved by the shareholders at the thirteenth annual general meeting of our Company held on September 19, 2018. The Securities Issuance and Investment Committee have, by way of a resolution dated September 26, 2025 approved this Draft Shelf Prospectus. Prohibition by SEBI / Eligibility of our Company for the Issue Our Company does not have any identifiable promoters or a promoter group, in terms of SEBI ICDR Regulations. Our Company, persons in control of our Company and/or our Directors have not been restrained, prohibited or debarred by SEBI from accessing the securities market or dealing in securities and no such order or direction is in force. None of our Directors is a director or promoter of another company which is has been restrained, prohibited or debarred by SEBI from accessing the securities market or dealing in securities. Our Company is not in default of payment of interest or repayment of principal amount in respect of non-convertible securities, for a period of more than six months. Our Company is eligible to file this Draft Shelf Prospectus in terms of Regulation 41 of the SEBI NCS Regulations which is as follows: i. Our Company has a net worth of at least ₹ 500 crores, as per the audited balance sheet of the preceding financial year; ii. Our Company has consistent track record of operating profits for the last three years; iii. Securities to be issued under the offer document have been assigned a rating of not less than "AA-" category or equivalent by a credit rating agency registered with SEBI; iv. No regulatory action is pending against the issuer or directors before SEBI or the Reserve Bank of India; and v. The Company, as on date of this Draft Shelf Prospectus, has not defaulted in: a. the repayment of deposits or interest payable thereon; or b. redemption of preference shares; or c. redemption of debt securities and interest payable thereon; or d. payment of dividend to any shareholder; or e. repayment of any term loan or interest payable thereon, in the last three financial years and the current financial year. None of our Directors have been declared as fugitive economic offenders. The Company confirms that there are no fines or penalties levied by SEBI or the Stock Exchanges pending to be paid by the Company as on the date of this Draft Shelf Prospectus. Wilful Defaulter Our Company and our Directors have not been categorised as a wilful defaulter by the RBI, ECGC, any government / regulatory authority and/or by any bank or financial institution. None of our Whole-time Directors is a whole-time director or promoter of another company which is has been categorised as a wilful defaulter. Disclaimer Clause of SEBI 353IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF OFFER DOCUMENT TO THE SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE OFFER DOCUMENT. THE LEAD MANAGERS, NUVAMA WEALTH MANAGEMENT LIMITED, ELARA CAPITAL (INDIA) PRIVATE LIMITED, TIPSONS CONSULTANCY SERVICES PRIVATE LIMITED AND TRUST INVESTMENT ADVISORS PRIVATE LIMITED HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THE OFFER DOCUMENT ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY RESPONSIBLE FOR CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE OFFER DOCUMENT, THE LEAD MERCHANT BANKERS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ISSUER DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE LEAD MANAGERS, NUVAMA WEALTH MANAGEMENT LIMITED, ELARA CAPITAL (INDIA) PRIVATE LIMITED, TIPSONS CONSULTANCY SERVICES PRIVATE LIMITED AND TRUST INVESTMENT ADVISORS PRIVATE LIMITED HAVE FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED [●], 2025, WHICH READS AS FOLLOWS: [●] Disclaimer Clause of NSE AS REQUIRED, A COPY OF THIS OFFER DOCUMENT HAS BEEN SUBMITTED TO THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED (HEREINAFTER REFERRED TO AS NSE). NSE HAS, VIDE ITS LETTER REF.: [●] DATED [●], GIVEN PERMISSION TO THE ISSUER TO USE THE EXCHANGE’S NAME IN THIS OFFER DOCUMENT AS ONE OF THE STOCK EXCHANGES ON WHICH THIS ISSUER’S SECURITIES ARE PROPOSED TO BE LISTED. THE EXCHANGE HAS SCRUTINISED THIS DRAFT OFFER DOCUMENT FOR ITS LIMITED INTERNAL PURPOSE OF DECIDING ON THE MATTER OF GRANTING THE AFORESAID PERMISSION TO THIS ISSUER. IT IS TO BE DISTINCTLY UNDERSTOOD THAT THE AFORESAID PERMISSION GIVEN BY NSE SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE OFFER DOCUMENT HAS BEEN CLEARED OR APPROVED BY NSE; NOR DOES IT IN ANY MANNER WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR COMPLETENESS OF ANY OF THE CONTENTS OF THIS OFFER DOCUMENT; NOR DOES IT WARRANT THAT THIS ISSUER’S SECURITIES WILL BE LISTED OR WILL CONTINUE TO BE LISTED ON THE EXCHANGE; NOR DOES IT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL OR OTHER SOUNDNESS OF THIS ISSUER, ITS PROMOTER, 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. Disclaimer Clause of BSE BSE LIMITED (“THE EXCHANGE”) HAS GIVEN, VIDE ITS APPROVAL LETTER DATED [●], PERMISSION TO THIS COMPANY TO USE THE EXCHANGE’S NAME IN THIS OFFER DOCUMENT 354AS ONE OF THE STOCK EXCHANGES ON WHICH THIS COMPANY’S SECURITIES ARE PROPOSED TO BE LISTED. THE EXCHANGE HAS SCRUTINISED THIS DRAFT OFFER DOCUMENT/OFFER DOCUMENT FOR ITS LIMITED INTERNAL PURPOSE OF DECIDING ON THE MATTER OF GRANTING THE AFORESAID PERMISSION TO THIS COMPANY. THE EXCHANGE DOES NOT IN ANY MANNER: A. WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR COMPLETENESS OF ANY OF THE CONTENTS OF THIS OFFER DOCUMENT; OR B. WARRANT THAT THIS COMPANY’S SECURITIES WILL BE LISTED OR WILL CONTINUE TO BE LISTED ON THE EXCHANGE; OR C. TAKE ANY RESPONSIBILITY FOR THE FINANCIAL OR OTHER SOUNDNESS OF THIS COMPANY, ITS PROMOTER, ITS MANAGEMENT OR ANY SCHEME OR PROJECT OF THIS COMPANY; AND IT SHOULD NOT FOR ANY REASON BE DEEMED OR CONSTRUED THAT THIS OFFER DOCUMENT HAS BEEN CLEARED OR APPROVED BY THE EXCHANGE. EVERY PERSON WHO DESIRES TO APPLY FOR OR OTHERWISE ACQUIRES ANY SECURITIES OF THIS COMPANY MAY DO SO PURSUANT TO INDEPENDENT INQUIRY, INVESTIGATION AND ANALYSIS AND SHALL NOT HAVE ANY CLAIM AGAINST THE EXCHANGE WHATSOEVER BY REASON OF ANY LOSS WHICH MAY BE SUFFERED BY SUCH PERSON CONSEQUENT TO OR IN CONNECTION WITH SUCH SUBSCRIPTION/ACQUISITION WHETHER BY REASON OF ANYTHING STATED OR OMITTED TO BE STATED HEREIN OR FOR ANY OTHER REASON WHATSOEVER. Disclaimer Statement of RBI THE COMPANY IS HAVING A VALID CERTIFICATE OF REGISTRATION DATED 28.06.2024 ISSUED BY RESERVE BANK OF INDIA UNDER SECTION 45 IA OF THE RESERVE BANK OF INDIA ACT, 1934. HOWEVER, THE RESERVE BANK OF INDIA DOES NOT ACCEPT ANY RESPONSIBILITY OR GUARANTEE ABOUT THE PRESENT POSITION AS TO THE FINANCIAL SOUNDNESS OF THE COMPANY OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS OR REPRESENTATIONS MADE OR OPINIONS EXPRESSED BY THE COMPANY AND FOR THE REPAYMENT OF DEPOSITS/DISCHARGE OF LIABILITIES BY THE COMPANY. NEITHER THERE IS ANY PROVISION IN LAW TO KEEP, NOR DOES THE COMPANY KEEP ANY PART OF THE DEPOSITS WITH THE RESERVE BANK OF INDIA AND BY ISSUING A CERTIFICATE OF REGISTRATION TO THE COMPANY, THE RESERVE BANK OF INDIA, NEITHER ACCEPTS ANY RESPONSIBILITY NOR GUARANTEES THE PAYMENT OF THE DEPOSITS TO ANY DEPOSITOR OR ANY PERSON WHO HAS LENT ANY SUM TO THE COMPANY. A COPY OF THIS DRAFT SHELF PROSPECTUS HAS NOT BEEN FILED WITH OR SUBMITTED TO THE RESERVE BANK OF INDIA (“RBI”). IT IS DISTINCTLY UNDERSTOOD THAT THIS DRAFT SHELF PROSPECTUS SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED TO BE APPROVED OR VETTED BY RBI. RBI DOES NOT ACCEPT ANY RESPONSIBILITY OR GUARANTEE ABOUT THE PRESENT POSITION AS TO THE FINANCIAL SOUNDNESS OF THE ISSUER OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS OR REPRESENTATIONS MADE OR OPINIONS EXPRESSED BY THE ISSUER AND FOR DISCHARGE OF LIABILITY BY THE ISSUER. RBI NEITHER ACCEPTS ANY RESPONSIBILITY NOR GUARANTEE FOR THE PAYMENT OF ANY AMOUNT DUE TO ANY INVESTOR IN RESPECT OF THE PROPOSED NCDS. Disclaimer Statement of Crisil Ratings CRISIL RATINGS LIMITED (CRISIL RATINGS) HAS TAKEN DUE CARE AND CAUTION IN PREPARING THE MATERIAL BASED ON THE INFORMATION PROVIDED BY ITS CLIENT AND / OR OBTAINED BY CRISIL RATINGS FROM SOURCES WHICH IT CONSIDERS RELIABLE 355(INFORMATION). A RATING BY CRISIL RATINGS REFLECTS ITS CURRENT OPINION ON THE LIKELIHOOD OF TIMELY PAYMENT OF THE OBLIGATIONS UNDER THE RATED INSTRUMENT AND DOES NOT CONSTITUTE AN AUDIT OF THE RATED ENTITY BY CRISIL RATINGS. CRISIL RATINGS DOES NOT GUARANTEE THE COMPLETENESS OR ACCURACY OF THE INFORMATION ON WHICH THE RATING IS BASED. A RATING BY CRISIL RATINGS IS NOT A RECOMMENDATION TO BUY, SELL, OR HOLD THE RATED INSTRUMENT; IT DOES NOT COMMENT ON THE MARKET PRICE OR SUITABILITY FOR A PARTICULAR INVESTOR. THE RATING IS NOT A RECOMMENDATION TO INVEST / DISINVEST IN ANY ENTITY COVERED IN THE MATERIAL AND NO PART OF THE MATERIAL SHOULD BE CONSTRUED AS AN EXPERT ADVICE OR INVESTMENT ADVICE OR ANY FORM OF INVESTMENT BANKING WITHIN THE MEANING OF ANY LAW OR REGULATION. CRISIL RATINGS ESPECIALLY STATES THAT IT HAS NO LIABILITY WHATSOEVER TO THE SUBSCRIBERS / USERS / TRANSMITTERS/ DISTRIBUTORS OF THE MATERIAL. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NOTHING IN THE MATERIAL IS TO BE CONSTRUED AS CRISIL RATINGS PROVIDING OR INTENDING TO PROVIDE ANY SERVICES IN JURISDICTIONS WHERE CRISIL RATINGS DOES NOT HAVE THE NECESSARY PERMISSION AND/OR REGISTRATION TO CARRY OUT ITS BUSINESS ACTIVITIES IN THIS REGARD. THE COMPANY WILL BE RESPONSIBLE FOR ENSURING COMPLIANCES AND CONSEQUENCES OF NON-COMPLIANCES FOR USE OF THE MATERIAL OR PART THEREOF OUTSIDE INDIA. CURRENT RATING STATUS AND CRISIL RATINGS’ RATING CRITERIA ARE AVAILABLE WITHOUT CHARGE TO THE PUBLIC ON THE WEBSITE, WWW.CRISIL.COM. FOR THE LATEST RATING INFORMATION ON ANY INSTRUMENT OF ANY COMPANY RATED BY CRISIL RATINGS, PLEASE CONTACT CUSTOMER SERVICE HELPDESK AT 1800-267-1301. Disclaimer Statement of ICRA Limited ICRA RATINGS SHOULD NOT BE TREATED AS RECOMMENDATION TO BUY, SELL OR HOLD THE RATED DEBT INSTRUMENTS. ICRA RATINGS ARE SUBJECT TO A PROCESS OF SURVEILLANCE, WHICH MAY LEAD TO REVISION IN RATINGS. AN ICRA RATING IS A SYMBOLIC INDICATOR OF ICRA’S CURRENT OPINION ON THE RELATIVE CAPABILITY OF THE ISSUER CONCERNED TO TIMELY SERVICE DEBTS AND OBLIGATIONS, WITH REFERENCE TO THE INSTRUMENT RATED. PLEASE VISIT OUR WEBSITE WWW.ICRA.IN OR CONTACT ANY ICRA OFFICE FOR THE LATEST INFORMATION ON ICRA RATINGS OUTSTANDING. ALL INFORMATION CONTAINED HEREIN HAS BEEN OBTAINED BY ICRA FROM SOURCES BELIEVED BY IT TO BE ACCURATE AND RELIABLE, INCLUDING THE RATED ISSUER. ICRA HOWEVER HAS NOT CONDUCTED ANY AUDIT OF THE RATED ISSUER OR OF THE INFORMATION PROVIDED BY IT. WHILE REASONABLE CARE HAS BEEN TAKEN TO ENSURE THAT THE INFORMATION HEREIN IS TRUE, SUCH INFORMATION IS PROVIDED ‘AS IS’ WITHOUT ANY WARRANTY OF ANY KIND, AND ICRA IN PARTICULAR, MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS OR COMPLETENESS OF ANY SUCH INFORMATION. ALSO, ICRA OR ANY OF ITS GROUP COMPANIES MAY HAVE PROVIDED SERVICES OTHER THAN RATING TO THE ISSUER RATED. ALL INFORMATION CONTAINED HEREIN MUST BE CONSTRUED SOLELY AS STATEMENTS OF OPINION, AND ICRA SHALL NOT BE LIABLE FOR ANY LOSSES INCURRED BY USERS FROM ANY USE OF THIS PUBLICATION OR ITS CONTENTS. Disclaimer statement from Crisil Intelligence CRISIL INTELLIGENCE, A DIVISION OF CRISIL LIMITED, PROVIDES INDEPENDENT RESEARCH, CONSULTING, RISK SOLUTIONS, AND DATA & ANALYTICS TO ITS CLIENTS. CRISIL INTELLIGENCE OPERATES INDEPENDENTLY OF CRISIL’S OTHER DIVISIONS AND SUBSIDIARIES, INCLUDING, CRISIL RATINGS LIMITED. CRISIL INTELLIGENCE’S INFORMED INSIGHTS AND OPINIONS ON THE ECONOMY, INDUSTRY, CAPITAL MARKETS AND COMPANIES DRIVE IMPACTFUL DECISIONS FOR CLIENTS ACROSS DIVERSE SECTORS AND GEOGRAPHIES. CRISIL INTELLIGENCE’S STRONG BENCHMARKING CAPABILITIES, GRANULAR GRASP OF SECTORS, PROPRIETARY ANALYTICAL FRAMEWORKS AND RISK MANAGEMENT SOLUTIONS BACKED BY DEEP UNDERSTANDING OF TECHNOLOGY INTEGRATION, MAKES IT THE PARTNER OF CHOICE FOR PUBLIC & PRIVATE ORGANISATIONS, MULTI-LATERAL AGENCIES, 356INVESTORS AND GOVERNMENTS FOR OVER THREE DECADES. FOR THE PREPARATION OF THIS REPORT, CRISIL INTELLIGENCE HAS RELIED ON THIRD PARTY DATA AND INFORMATION OBTAINED FROM SOURCES WHICH IN ITS OPINION ARE CONSIDERED RELIABLE. ANY FORWARD-LOOKING STATEMENTS CONTAINED IN THIS REPORT ARE BASED ON CERTAIN ASSUMPTIONS, WHICH IN ITS OPINION ARE TRUE AS ON THE DATE OF THIS REPORT AND COULD FLUCTUATE DUE TO CHANGES IN FACTORS UNDERLYING SUCH ASSUMPTIONS OR EVENTS THAT CANNOT BE REASONABLY FORESEEN. THIS REPORT DOES NOT CONSIST OF ANY INVESTMENT ADVICE AND NOTHING CONTAINED IN THIS REPORT SHOULD BE CONSTRUED AS A RECOMMENDATION TO INVEST/DISINVEST IN ANY ENTITY. THIS INDUSTRY REPORT IS INTENDED FOR USE ONLY WITHIN INDIA. Disclaimer statement from the Issuer and Lead Managers A STATEMENT TO THE EFFECT THAT THE ISSUER AND THE LEAD MANAGER(S) ACCEPT NO RESPONSIBILITY FOR STATEMENTS MADE OTHERWISE THAN IN THE ISSUE DOCUMENT OR IN THE ADVERTISEMENT 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. Disclaimer in Respect of Jurisdiction THE ISSUE IS BEING MADE IN INDIA, TO INVESTORS FROM CATEGORY I, CATEGORY II, CATEGORY III AND CATEGORY IV. THE DRAFT SHELF PROSPECTUS, THE SHELF PROSPECTUS AND RESPECTIVE TRANCHE PROSPECTUS WILL NOT, HOWEVER CONSTITUTE AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR THE NCDS OFFERED HEREBY IN ANY JURISDICTION OTHER THAN INDIA TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR INVITATION IN SUCH JURISDICTION. ANY PERSON INTO WHOSE POSSESSION THE DRAFT SHELF PROSPECTUS, THE SHELF PROSPECTUS AND THE RESPECTIVE TRANCHE PROSPECTUS COMES IS REQUIRED TO INFORM HIMSELF OR HERSELF ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS. Undertaking by the Issuer A. INVESTORS ARE ADVISED TO READ THE RISK FACTORS CAREFULLY BEFORE TAKING AN INVESTMENT DECISION IN THIS ISSUE. FOR TAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE OFFER INCLUDING THE RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED OR APPROVED BY THE ANY REGULATORY AUTHORITY IN INDIA, INCLUDING THE SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) NOR DOES SEBI GUARANTEE THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. SPECIFIC ATTENTION OF INVESTORS IS INVITED TO THE STATEMENT OF ‘RISK FACTORS’ GIVEN ON PAGE NUMBER 19 UNDER THE SECTION ‘GENERAL RISKS’. B. THE ISSUER, HAVING MADE ALL REASONABLE INQUIRIES, ACCEPTS RESPONSIBILITY FOR, AND CONFIRMS THAT THIS ISSUE DOCUMENT CONTAINS ALL INFORMATION WITH REGARD TO THE ISSUER AND THE ISSUE, THAT THE INFORMATION CONTAINED IN THE ISSUE DOCUMENT IS TRUE AND CORRECT IN ALL MATERIAL ASPECTS AND IS NOT MISLEADING IN ANY MATERIAL RESPECT, THAT THE OPINIONS AND INTENTIONS EXPRESSED HEREIN ARE HONESTLY HELD AND THAT THERE ARE NO OTHER FACTS, THE OMISSION OF WHICH MAKE THIS DOCUMENT AS A WHOLE OR ANY OF SUCH INFORMATION OR THE EXPRESSION OF ANY SUCH OPINIONS OR INTENTIONS MISLEADING IN ANY MATERIAL RESPECT. C. THE ISSUER HAS NO SIDE LETTER WITH ANY DEBT SECURITIES HOLDER EXCEPT THE ONE(S) DISCLOSED IN THE ISSUE DOCUMENT. ANY COVENANTS LATER ADDED SHALL BE DISCLOSED ON THE STOCK EXCHANGE WEBSITE WHERE THE DEBT IS LISTED. 357Disclosures in accordance with the DT Circular Debenture Trustee Agreement Our Company has entered into a Debenture Trustee Agreement with the Debenture Trustee which provides for, inter alia, the following terms and conditions: a) The Debenture Trustee has agreed that acceptance fee and service charges will be quoted during each tranche filing for the services as agreed in terms of the fee letter dated September 24, 2025. 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 Documents and the applicable laws, has been obtained. For the purpose of carrying out the due diligence as required in terms of the applicable laws, the Debenture Trustee, either through itself or its agents/ advisors/ consultants, shall have the power to examine the books of account of the Company and to have the Company’s assets inspected by its officers and/or external auditors/ valuers/ consultants/ lawyers/ technical experts/ management consultants appointed by the Debenture Trustee; c) Our Company shall provide all assistance to the Debenture Trustee to enable verification from the Registrar of Companies, sub-registrar of assurances (as applicable), CERSAI, depositories, information utility or any other authority, as may be required, where the assets and/or prior encumbrances in relation to the assets proposed to secure the NCDs, whether owned by our Company or any other person, are registered / disclosed; d) The Debenture Trustee shall have the power to either independently appoint, or direct our Company to (after consultation with the Debenture Trustee) appoint intermediaries, valuers, chartered accountant firms, practicing company secretaries, consultants, lawyers and other entities in order to assist in the diligence by the Debenture Trustee and the Debenture Trustee shall subsequently form an independent assessment that the assets for creation of security are sufficient to discharge the outstanding amounts on NCDs at all times. 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 our Company; e) Our Company has undertaken to promptly furnish all and any information as may be required by the Debenture Trustee, including such information as required to be furnished in terms of the applicable laws and the Debenture Trust Deed on a regular basis; f) Our Company has agreed that the Issue proceeds shall be kept in the public issue account with a scheduled commercial bank and shall not be utilised by the Company until the Debenture Trust Deed and the relevant security documents are executed and until the listing and trading approval in respect of the NCDs is obtained by our Company; and g) The Debenture Trustee, ipso facto 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 NCDs. Terms of carrying out due diligence As per the SEBI Debenture Trustee Master Circular, 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 our Company has consented to: a) The Debenture Trustee, either through itself or its agents / advisors / consultants, shall carry out requisite diligence to verify the status of encumbrance and valuation of the assets and whether all permissions or consents (if any) as may be required to create the security as stipulated in the offer document /disclosure document / information 358memorandum / private placement memorandum, have been obtained. For the purpose of carrying out the due diligence as required in terms of the Relevant Laws, the Debenture Trustee, either through itself or its agents /advisors/consultants, shall have the power to examine the books of account of the Company and to have the Company’s assets inspected by its officers and/or external auditors / valuers / consultants / lawyers / technical experts / management consultants appointed by the Debenture Trustee. b) The Company shall provide all assistance to the Debenture Trustee to enable verification from the Registrar of Companies, Sub-registrar of Assurances (as applicable), CERSAI, depositories, information utility or any other authority, as may be relevant, where the assets and/or encumbrances in relation to the assets of the Company or any third party security provider are registered / disclosed. c) Further, in the event that existing charge holders have provided conditional consent / permissions to the Company to create further charge on the assets, the Debenture Trustee shall also have the power to verify such conditions by reviewing the relevant transaction documents or any other documents executed between existing charge holders and the Company. The Debenture Trustee shall also have the power to intimate the existing charge holders about proposal of creation of further encumbrance and seeking their comments/ objections, if any. d) Without prejudice to the aforesaid, the Company shall ensure that it provides and procures all information, representations, confirmations and disclosures as may be required in the sole discretion of the Debenture Trustee to carry out the requisite diligence in connection with the issuance and allotment of the Debentures, in accordance with the relevant laws/ Applicable Law. e) The Debenture Trustee shall have the power to either independently appoint or direct the Company to (after consultation with the Debenture Trustee) appoint intermediaries, valuers, chartered accountant firms, practicing company secretaries, consultants, lawyers and other entities in order to assist in the diligence by the Debenture Trustee. All costs, charges, fees and expenses that are associated with and incurred in relation to the diligence as well as preparation of the reports/certificates/documentation, including all out of pocket expenses towards legal or inspection costs, travelling and other costs, shall be solely borne by the Company. Process of Due Diligence to be carried out by the Debenture Trustee Due Diligence will be carried out as per SEBI (Debenture Trustees) Regulations, 1993, as amended, SEBI NCS Regulations and circulars issued by SEBI from time to time. Other confirmations The Debenture Trustee undertakes that the NCDs shall be considered as secured only if the charged asset is registered with sub-registrar and Registrar of Companies or CERSAI or depository, etc., as applicable, or is independently verifiable by the Debenture Trustee. The Debenture Trustee confirms that they have undertaken the necessary due diligence in accordance with applicable law, including the SEBI (Debenture Trustees) Regulations, 1993, read with the SEBI Debenture Trustee Master Circular. IDBI TRUSTEESHIP SERVICES LIMITED HAs FURNISHED TO THE STOCK EXCHANGES AND SEBI, A DUE DILIGENCE CERTIFICATE DATED SEPTEMBER 26, 2025, AS PER THE FORMAT SPECIFIED IN ANNEX-IIA OF SEBI DEBENTURE TRUSTEE MASTER CIRCULAR AND SCHEDULE IV OF THE SEBI NCS REGULATIONS, WHICH READ 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: 359A. 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. B. THE ISSUER HAS OBTAINED THE PERMISSIONS / CONSENTS NECESSARY FOR CREATING SECURITY ON THE SAID PROPERTY(IES). C. THE ISSUER HAS MADE ALL THE RELEVANT DISCLOSURES ABOUT THE SECURITY AND ALSO ITS CONTINUED OBLIGATIONS TOWARDS THE HOLDERS OF DEBT SECURITIES. D. ISSUER HAS ADEQUATELY DISCLOSED ALL CONSENTS/ PERMISSIONS REQUIRED FOR CREATION OF FURTHER CHARGE ON ASSETS IN OFFER DOCUMENT AND ALL DISCLOSURES MADE IN THE OFFER DOCUMENT WITH RESPECT TO CREATION OF SECURITY ARE IN CONFIRMATION WITH THE CLAUSES OF DEBENTURE TRUSTEE AGREEMENT. E. ISSUER HAS DISCLOSED ALL COVENANTS PROPOSED TO BE INCLUDED IN DEBENTURE TRUST DEED (INCLUDING ANY SIDE LETTER, ACCELERATED PAYMENT CLAUSE ETC.), IN THE OFFER DOCUMENT F. ISSUER HAS GIVEN AN UNDERTAKING THAT CHARGE SHALL BE CREATED IN FAVOUR OF DEBENTURE TRUSTEE AS PER TERMS OF ISSUE BEFORE FILING OF LISTING APPLICATION. WE HAVE SATISFIED OURSELVES ABOUT THE ABILITY OF THE ISSUER TO SERVICE THE DEBT SECURITIES. Our Company has submitted the due diligence certificate from Debenture Trustee to the Stock Exchanges and SEBI as per format specified in Annexure A of the DT Circular and Schedule IV of the SEBI NCS Regulations. Our Company and the Debenture Trustee will execute a Debenture Trust Deed specifying, inter alia, the powers, authorities and obligations of the Debenture Trustee and the Company, as per SEBI regulations applicable for the proposed NCD Issue. Track record of past public issues handled by the Lead Managers The track record of past issues handled by the Lead Managers, as required by SEBI circular number CIR/MIRSD/1/2012 dated January 10, 2012, are available at the following website: Name of Lead Managers Website Nuvama Wealth Management Limited www.nuvama.com Elara Capital (India) Private Limited www.elaracapital.com Tipsons Consultancy Services Private Limited www.tipsons.com Trust Investment Advisors Private Limited www.trustgroup.in Listing The NCDs proposed to be offered through this Issue are proposed to be listed on BSE and NSE. An application has been made to the BSE and NSE for permission to deal in and for an official quotation of our NCDs. BSE has been appointed as the Designated Stock Exchange. If permissions to deal in and for an official quotation of our NCDs are not granted by the BSE and NSE, our Company will forthwith repay, without interest, all moneys received from the Applicants in pursuance of the Shelf Prospectus and the respective Tranche Prospectus. 360Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at the Stock Exchanges mentioned above are taken within 6 Working Days from the date of closure of relevant Tranche or such lesser time as may be specified by SEBI. For the avoidance of doubt, it is hereby clarified that in the event of under subscription to any one or more of the Series, such NCDs with Series shall not be listed Our Company shall pay interest at 15% (fifteen) per annum if Allotment is not made and refund orders/allotment letters are not dispatched and/or demat credits are not made to investors within 5 Working Days of the Issue Closing Date or such lesser time as may be specified by SEBI or date of refusal of the Stock Exchange(s), whichever is earlier. In case listing permission is not granted by the Stock Exchange(s) to our Company and if such money is not repaid within the day our Company becomes liable to repay it on such account, our Company and every officer in default shall, on and from expiry of such date, be liable to repay the money with interest at the rate of 15% as prescribed under Rule 3 of Companies (Prospectus and Allotment of Securities) Rules, 2014 read with Section 26 of the 2013 Act, provided that the beneficiary particulars relating to such Applicants as given by the Applicants is valid at the time of the upload of the demat credit. Consents Consents in writing of: (a) our Directors, (b) our Company Secretary and Compliance Officer, (c) our Senior management Personnel, (d) Lead Managers, (e) the Registrar to the Issue, (f) Legal Advisor to the Issue, (g) Credit Rating Agencies, (h) Crisil Intelligence in relation to the Crisil Report, (i) the Debenture Trustee, (j) Chief Financial Officer, (k) Public Issue Account Bank and/or Sponsor Bank* and Refund Bank*, (l) Consortium Members*, and (m) lenders have been obtained from them and the same will be filed along with a copy of the Shelf Prospectus and relevant Tranche Prospectus with the RoC as required under Section 26 of the Companies Act, 2013 and such consents have not been withdrawn up to the time of delivery of this Draft Shelf Prospectus with the RoC. Our Company has received consents from the relevant lenders, debenture trustees and security trustees for ceding pari passu charge in relation to the NCDs. * The consents will be procured at respective Tranche Issue stage. Our Company has received written consents, each dated September 26, 2025, from Nangia & Co LLP, Chartered Accountants, and M Verma & Associates, Chartered Accountants, the Joint Statutory Auditors of our Company, to include their name as required under section 26(1) of the Companies Act, 2013 read with the SEBI NCS Regulations, in this Draft Shelf Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act, 2013, to the extent and in their capacity as our Joint Statutory Auditors, and in respect of their audit report dated May 16, 2025 on our Audited Financial Statement for Fiscal 2025 and their limited review report dated August 13, 2025 on our Unaudited Financial Results for the quarter ended June 30, 2025, included in this Draft Shelf Prospectus and such consent has not been withdrawn as on the date of this Draft Shelf Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act. Our Company has received written consents, each dated September 26, 2025, from S.N. Dhawan & CO LLP, Chartered Accountants and Arora & Choudhary Associates, Chartered Accountants, the Erstwhile Statutory Auditors, to include their name as required under section 26(1) of the Companies Act, 2013 read with the SEBI NCS Regulations, in this Draft Shelf Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act, 2013, to the extent and in their capacity as our Erstwhile Statutory Auditors, and in respect of their audit reports dated May 24, 2024 and May 22, 2023 on our Audited Financial Statement for Fiscal 2024 and Fiscal 2023, included in this Draft Shelf Prospectus and such consent has not been withdrawn as on the date of this Draft Shelf Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act. The consent from the Tax Auditor, namely Ajay Sardana Associates, and dated September 26, 2025, issued under Section 26(1) of the Companies Act, 2013 for inclusion of statement of possible tax benefits dated September 26, 2025, issued by them, in this Draft Shelf Prospectus has been obtained and it has not withdrawn such consent and the same will be filed with the RoC. 361Our Company has appointed IDBI Trusteeship Services Limited as the Debenture Trustee under Regulation 8 of the SEBI NCS Regulations. The Debenture Trustee has given its consent dated September 26, 2025 to our Company for its appointment as Debenture Trustee to the Issue, pursuant to the SEBI NCS Regulations and for its name to be included in the Draft Shelf Prospectus, the Shelf Prospectus and this Draft Shelf Prospectus, and in all related advertisements, communications to the NCD holders or filings pursuant to the Issue, which is enclosed as Annexure C. Expert Opinion Except the following, our Company has not obtained any expert opinions in connection with this Draft Shelf Prospectus: 1. Our Company has received written consents, each dated September 26, 2025, from Nangia & Co LLP, Chartered Accountants and M Verma & Associates, Chartered Accountants, to include their name as required under Section 26(1) of the Companies Act, 2013 read with the SEBI NCS Regulations, in the Draft Shelf Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act, 2013, to the extent and in their capacity as our Joint Statutory Auditors, and in respect of their audit report dated May 16, 2025 for the Audited Financial Statement for Fiscal 2025 and their limited review report dated August 13, 2025 on our Unaudited Financial Results for the quarter ended June 30, 2025, included in this Draft Shelf Prospectus and such consent has not been withdrawn as on the date of this Draft Shelf Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act. 2. Our Company has received written consents, each dated September 26, 2025, from S.N. Dhawan & CO LLP, Chartered Accountants and Arora & Choudhary Associates, Chartered Accountants, to include their names as required under section 26(1) of the Companies Act, 2013 read with the SEBI NCS Regulations, in this Draft Shelf Prospectus , and as an “expert” as defined under section 2(38) of the Companies Act, 2013, to the extent and in their capacity as our Erstwhile Statutory Auditors for Fiscal 2024 and Fiscal 2023, and in respect of their audit report dated May 24, 2024 and May 22, 2023 on our Audited Financial Statement for Fiscal 2024 and Fiscal 2023, respectively, included in this Draft Shelf Prospectus and such consent has not been withdrawn as on the date of this Draft Shelf Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act. 3. Our Company has received consent from Ajay Sardana Associates dated September 26, 2025, to include their name as required under Section 26(5) of the Companies Act, 2013 and as “Expert” as defined under Section 2(38) of the Companies Act, 2013 in this Draft Shelf Prospectus in respect of their statement of possible tax benefits dated September 26, 2025, included in this Draft Shelf Prospectus and such consent has not been withdrawn as on the date of this Draft Shelf Prospectus. The above experts are not, and has not been, engaged or interested in the formation or promotion or management, of the Company and have given their written consent to the Company as stated in the paragraph above and has not withdrawn such consent before the filing of this Draft Shelf Prospectus with the RoC. Common form of Transfer The Issuer undertakes that there shall be a common form of transfer for the NCDs and the provisions of the Companies Act, 2013 and all applicable laws shall be duly complied with in respect of all transfer of debentures and registration thereof. Minimum Subscription In terms of the SEBI NCS Regulations, for an issuer undertaking a public issue of debt securities the minimum subscription for public issue of debt securities shall be 75% of the Base Issue Size. If our Company does not receive the minimum subscription of 75% of the Base Issue Size, prior to the Issue Closing Date, the entire subscription amount shall be unblocked in the Applicants ASBA Account within eight working days from the date of closure of the Issue or such time as may be specified by SEBI. In the event, there is a delay by the our Company in unblocking 362the aforesaid ASBA Account within the prescribed time limit, our Company will pay interest at the rate of 15% per annum for the delayed period. Under Section 39(3) of the Companies Act, 2013 read with Rule 11(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 if the stated minimum subscription amount is not received within the specified period, the application money received is to be credited only to the bank account from which the subscription was remitted. To the extent possible, where the required information for making such refunds is available with our Company and/or Registrar, refunds will be made to the account prescribed. However, where our Company and/or Registrar does not have the necessary information for making such refunds, our Company and/or Registrar will follow the guidelines prescribed by SEBI in this regard included in the SEBI NCS Master Circular. Filing of this Draft Shelf Prospectus A copy of this Draft Shelf Prospectus will be filed with the Stock Exchanges in terms of SEBI NCS Regulations for dissemination on its website(s). The Draft Shelf Prospectus will also be displayed on the website of the Company and Lead Managers. Filing of the Shelf Prospectus and the relevant Tranche prospectus with the RoC Our Company is eligible to file the Shelf Prospectus and relevant Tranche Prospectus as per requirements of Regulation 41(1)(c) of SEBI NCS Regulations. A copy of the Shelf Prospectus and relevant Tranche Prospectus will be filed with the RoC, in accordance with Section 26 and Section 31 of Companies Act, 2013. Debenture Redemption Reserve (“DRR”) In accordance with the Companies Act, 2013 and the Companies (Share Capital and Debentures) Rules 2014, any non-banking finance company registered with RBI that intends to issue debentures to the public is not required to create a DRR for the purpose of redemption of debentures. The Government, in the union budget for the Financial Year 2019-20 had announced that non-banking finance companies raising funds in public issues would be exempt from the requirement of creating a DRR. Pursuant to the amendment to the Companies (Share Capital and Debentures) Rules 2014, notified on August 16, 2019, and as on the date of filing of this Draft Shelf Prospectus, the Company is not required to create DRR for the purpose of redemption of the NCDs. Accordingly, no debenture redemption reserve shall be created by our Company for the purpose of redemption of the NCDs or in connection with this Issue. The Company shall, as per the Companies (Share Capital and Debentures) Rules 2014 and other laws applicable from time to time, invest or deposit, as the case may be, the applicable amounts, within the specified timelines, in respect of debentures maturing during the year ending on the 3lst day of March of the next year, in any one or more methods of investments or deposits stipulated under the applicable law. Provided that the amount remaining invested or deposited, as the case may be, shall not at any time fall below the specified percentage, which is presently stipulated at fifteen percent of the amount of the debentures maturing during the year ending on March 31 of the next year, in any of the following instruments or such other instruments as may be permitted under the applicable laws. 1. in deposits with any scheduled bank, free from any charge or lien; 2. in unencumbered securities of the Central Government or any State Government; 3. in unencumbered securities mentioned in sub-clause (a) to (d) and (ee) of section 20 of the Indian Trusts Act, 1882; 4. in unencumbered bonds issued by any other company which is notified under sub-clause (f) of section 20 of the Indian Trusts Act, 1882: Provided further that the amount invested or deposited as above shall not be used for any purpose other than for redemption of debentures maturing during the year referred above. Recovery Expense Fund 363Our Company has already created a recovery expense fund in the manner as specified by the SEBI Debenture Trustee Master Circular and Regulation 11 of SEBI NCS Regulations with the Designated Stock Exchange and informed the Debenture Trustee regarding the creation of such fund. The recovery expense fund may be utilised by Debenture Trustee, in the event of default by our Company under the terms of the Debenture Trust Deed, for taking appropriate legal action to enforce the security. Kindly note, any default committed by the Company in terms of the NCDs proposed to be issued shall be reckoned at each respective International Securities Identification Number level assigned to the respective Series of NCDs issued under the relevant Issue. Underwriting This Issue shall not be underwritten. Details of Auditors Name of the Auditor Address Date of Appointment Nangia & Co LLP 4th Floor, Iconic Tower, Urmi Estate, 95 Ganpatrao Kadam September 27, 2024 Marg, Lower Parel (West), Mumbai 400013, Maharashtra, India M Verma & Assciates 1209, Hemkunt Chambers, 89, Nehru Place, New Delhi 110 September 27, 2024 009, India Change in Auditors of our Company during the preceding three financial years and current financial year: Name of the Auditor Address Date of Date of Date of Appointment cessation, if Resignation, if applicable applicable S.N. Dhawan & CO Plot no. 51-52, II Floor, Sector 18, Phase IV, November 15, September 27, NA LLP Udyog Vihar, Gurugram 122 016, Haryana, India 2021 2024 Arora & Choudhary Plot no. 8/28, W.E.A, Abdul Aziz Road, Karol November 15, September 27, NA Associates Bagh, New Delhi110 005, India 2021 2024 Nangia & Co LLP 4th Floor, Iconic Tower, Urmi Estate, 95 September 27, NA NA Ganpatrao Kadam Marg, Lower Parel (West), 2024 Mumbai 400013, Maharashtra, India M Verma & Associates 1209, Hemkunt Chambers, 89, Nehru Place, New September 27, NA NA Delhi 110 009, India 2024 Issue Related Expenses The expenses of this Issue include inter alia lead management fees to the Lead Managers, and selling commission to the Lead Managers, Consortium Members, fees payable to debenture trustees, the Registrar to the Issue, SCSBs’ commission/ fees, fees payable to sponsor bank, printing and distribution expenses, legal fees, advertisement expenses and listing fees. The Issue expenses and listing fees will be paid by our Company. The estimated break-up of the total expenses shall be as specified in the Shelf Prospectus and relevant Tranche Prospectus. For further details see “Objects to the Issue” on page 94. Revaluation of Assets Our Company has not revalued its loan assets in the last three Fiscal Years. Reservation No portion of this Issue has been reserved. Utilisation of Issue Proceeds 364Our Board of Directors certifies that: 1. All monies received pursuant to the issue of NCDs to public shall be transferred to a separate bank account as referred to in sub-section (3) of section 40 of the Companies Act, 2013 and the SEBI NCS Regulations, and our Company will comply with the conditions as stated therein, and these monies will be transferred to Company’s bank account after receipt of listing and trading approvals; 2. The allotment letter shall be issued, or application money shall be refunded in accordance with the Applicable Law failing which interest shall be due to be paid to the applicants at the rate of 15% per annum for the delayed period; 3. Details of all utilised and unutilised monies out of the monies collected out of each Tranche Issue and previous issues made by way of public offers, if any, shall be disclosed under an appropriate separate head in our balance sheet till the time any part of the proceeds of such issue remain unutilised, indicating the purpose for which such monies have been utilised and the securities or other forms of financial assets in which such unutilized monies have been invested; 4. The Issue proceeds shall not be utilised towards full or part consideration for the purchase or any other acquisition, inter alia, by way of a lease, of any immovable property; 5. We shall utilise the Issue proceeds only after (i) receipt of minimum subscription, i.e., 75% of the Base Issue Size pertaining to this Issue; (ii) completion of Allotment and refund process in compliance with Section 40 of the Companies Act, 2013; (iii) creation of security; (iv) obtaining requisite permissions or consents for creation of pari passu charge over assets sought to be provided as Security; (v) obtaining listing and trading approval as stated in the section titled “Issue Structure” on page 381; 6. The Issue proceeds shall be utilised in compliance with various guidelines, regulations and clarifications issued by RBI, SEBI or any other statutory authority from time to time. Further the Issue proceeds shall be utilised only for the purpose and objects stated in the Offer Documents; and 7. If Allotment is not made, application monies will be refunded/unblocked in the ASBA Accounts within 6 Working days from the Issue Closing Date or such lesser time as specified by SEBI, failing which interest will be due to be paid to the Applicants in accordance with applicable laws. Previous Issue(s) Details of utilisation of proceeds of previous issues by our Company in the last three years are as follows: 1. Except as stated below and in the sections titled “Capital Structure” and “Financial Indebtedness” on pages 76 and 227 of this Draft Shelf Prospectus, respectively, our Company has not made any other issue of non-convertible debentures in the last three years which are outstanding as on the date of this Draft Shelf Prospectus. The proceeds from the previous issuance of non-convertible debentures by the Company have been and/or are being utilised in accordance with the use of proceeds set out in the respective offer documents and/or information memorandums under which such non-convertible debentures were issued which include inter alia to augment long-term resources of the Company, for on-lending and for general corporate purposes in accordance with the object clause of the Memorandum of Association of the Company. Other than as specifically disclosed in this Draft Shelf Prospectus, our Company has not issued any securities for consideration other than cash. Our Company made a issuance of secured redeemable non-convertible debentures of the face value of ₹ 1,000 each, amounting to ₹ 100 crores with an option to retain oversubscription up to ₹ 100 crores, aggregating up to ₹ 200 crores, the details of which are set forth further below: Date of opening July 15, 2025 Date of closing July 28, 2025 Total issue size ₹ 200 crores 365Total value of NCDs ₹ 173.61 crores allotted Date of allotment August 1, 2025 Objects of the issue Object Object % of amount proposed to be (as per the prospectus) For the purpose of onward lending, financing, and for At least 75% repayment of interest and principal of existing borrowings of the Company General corporate purposes Maximum of up to 25% Net utilisation of issue The proceeds from the issue have been utilised in accordance with the objects of the issue as stated proceeds above. Our Company made a issuance of secured redeemable non-convertible debentures of the face value of ₹1,000 each, amounting to ₹100 crores with an option to retain oversubscription up to ₹200 crores, aggregating up to ₹300 crores, the details of which are set forth further below: Date of opening February 27, 2025 Date of closing March 12, 2025 Total issue size ₹ 300 crores Total value of NCDs ₹ 183.52 crores allotted Date of allotment March 19, 2025 Objects of the issue Object Object % of amount proposed to be (as per the prospectus) For the purpose of onward lending, financing, and for At least 75% repayment of interest and principal of existing borrowings of the Company General corporate purposes Maximum of up to 25% Net utilisation of issue The proceeds from the issue have been utilised in accordance with the objects of the issue as stated proceeds above. Our Company made an issuance of secured redeemable non-convertible debentures of the face value of ₹ 1,000 each, amounting to ₹100 crores with an option to retain oversubscription up to ₹ 200 crores, aggregating up to ₹ 300 crores, the details of which are set forth further below: Date of opening December 9, 2024 Date of closing December 20, 2024 Total issue size ₹ 300 crores Total value of NCDs ₹ 165.26 crores allotted Date of allotment December 27, 2024 Objects of the issue Object Object % of amount proposed to be (as per the prospectus) For the purpose of onward lending, financing, and for At least 75% repayment of interest and principal of existing borrowings of the Company General corporate purposes Maximum of up to 25% Net utilisation of issue The proceeds from the issue have been utilised in accordance with the objects of the issue as stated proceeds above. Our Company made an issuance of secured redeemable non-convertible debentures of the face value of ₹ 1,000 each, amounting to ₹ 125 crores with an option to retain oversubscription up to ₹ 125 crores, aggregating up to ₹ 250 crores, the details of which are set forth further below: Date of opening September 6, 2024 Date of closing September 19, 2024 Total issue size ₹250 crores Total value of NCDs ₹196.20 crores allotted Date of allotment September 25, 2024 Objects of the issue Object Object % of amount proposed to be 366(as per the prospectus) For the purpose of onward lending, financing, and for At least 75% repayment of interest and principal of existing borrowings of the Company General corporate purposes Maximum of up to 25% Net utilisation of issue The proceeds from the issue have been utilised in accordance with the objects of the issue as stated proceeds above. Our Company made a public issuance of secured redeemable non-convertible debentures of the face value of ₹ 1,000 each, amounting to ₹ 100 crores with an option to retain oversubscription up to ₹ 100 crores, aggregating up to ₹ 200 crores, the details of which are set forth further below: Date of opening May 13, 2024 Date of closing May 27, 2024 Total issue size ₹ 200 crores Total value of NCDs ₹153.09 crores allotted Date of allotment May 31, 2024 Objects of the issue Object Object % of amount proposed to be (as per the prospectus) For the purpose of onward lending, financing, and for At least 75% repayment of interest and principal of existing borrowings of the Company General corporate purposes Maximum of up to 25% Net utilisation of issue The proceeds from the issue have been utilised in accordance with the objects of the issue as stated proceeds above. Our Company made a public issuance of secured redeemable non-convertible debentures of the face value of ₹ 1,000 each, amounting to ₹ 100 crores with an option to retain oversubscription up to ₹ 100 crores, aggregating up to ₹ 200 crores, the details of which are set forth further below: Date of opening March 5, 2024 Date of closing March 19, 2024 Total issue size ₹ 200 crores Total value of NCDs ₹129.59 crores allotted Date of allotment March 26, 2024 Objects of the issue Object Object % of amount proposed to be (as per the prospectus) For the purpose of onward lending, financing, and for At least 75% repayment of interest and principal of existing borrowings of the Company General corporate purposes Maximum of up to 25% Net utilisation of issue The proceeds from the issue have been utilised in accordance with the objects of the issue as stated proceeds above. Our Company made a public issuance of secured redeemable non-convertible debentures of the face value of ₹ 1,000 each, amounting to ₹ 100 crores with an option to retain oversubscription up to ₹ 100 crores, aggregating up to ₹ 200 crores, the details of which are set forth further below: Date of opening December 7, 2023 Date of closing December 20, 2023 Total issue size ₹ 200 crores Total value of NCDs ₹ 116.10 crores allotted Date of allotment December 27, 2023 Objects of the issue Object Object % of amount proposed to be (as per the prospectus) For the purpose of onward lending, financing, and for At least 75% repayment of interest and principal of existing borrowings of the Company General corporate purposes Maximum of up to 25% 367Net utilisation of issue The proceeds from the issue have been utilised in accordance with the objects of the issue as stated proceeds above. Our Company made a public issuance of secured redeemable non-convertible debentures of the face value of ₹ 1,000 each, amounting to ₹ 100 crores with an option to retain oversubscription up to ₹ 100 crores, aggregating up to ₹ 200 crores, the details of which are set forth further below: Date of opening October 20, 2023 Date of closing November 3, 2023 Total issue size ₹ 200 crores Total value of NCDs ₹ 107.66 crores allotted Date of allotment November 9, 2023 Objects of the issue Object Object % of amount proposed to be (as per the prospectus) For the purpose of onward lending, financing, and At least 75% for repayment of interest and principal of existing borrowings of the Company General corporate purposes Maximum of up to 25% Net utilisation of issue The proceeds from the issue have been utilised in accordance with the objects of the issue as stated proceeds above. Our Company made a public issuance of secured redeemable non-convertible debentures of the face value of ₹ 1,000 each, amounting to ₹ 100 crores with an option to retain oversubscription up to ₹ 100 crores, aggregating up to ₹ 200 crores, the details of which are set forth further below: Date of opening September 6, 2023 Date of closing September 20, 2023 Total issue size ₹ 200 crores Total value of NCDs ₹ 113.18 crores allotted Date of allotment September 26, 2023 Objects of the issue Object Object % of amount proposed to be (as per the prospectus) For the purpose of onward lending, financing, and for At least 75% repayment of interest and principal of existing borrowings of the Company General corporate purposes Maximum of up to 25% Net utilisation of issue The proceeds from the issue have been utilised in accordance with the objects of the issue as stated proceeds above. Our Company made a public issuance of secured redeemable non-convertible debentures of the face value of ₹ 1,000 each, amounting to ₹ 100 crores with an option to retain oversubscription up to ₹ 100 crores, aggregating up to ₹ 200 crores, the details of which are set forth further below: Date of opening July 10, 2023 Date of closing July 21, 2023 Total issue size ₹ 200 crores Total value of NCDs ₹ 101.33 crores allotted Date of allotment July 27, 2023 Objects of the issue Object Object % of amount proposed to be (as per the prospectus) For the purpose of onward lending, financing, and for At least 75% repayment of interest and principal of existing borrowings of the Company General corporate purposes Maximum of up to 25% Net utilisation of issue The proceeds from the issue have been utilised in accordance with the objects of the issue as stated proceeds above. 368Our Company made a public issuance of secured redeemable non-convertible debentures of the face value of ₹ 1,000 each, amounting to ₹ 100 crores with an option to retain oversubscription up to ₹ 800 crores, aggregating up to ₹ 900 crores, the details of which are set forth further below: Date of opening March 3, 2023 Date of closing March 17, 2023 Total issue size ₹ 900 crores Total value of NCDs ₹ 91.65 crores allotted Date of allotment March 23, 2023 Objects of the issue Object Object % of amount proposed to be (as per the prospectus) For the purpose of onward lending, financing, and for At least 75% repayment of interest and principal of existing borrowings of the Company General corporate purposes Maximum of up to 25% Net utilisation of issue The proceeds from the issue have been utilised in accordance with the objects of the issue as stated proceeds above. Our Company made a public issuance of secured redeemable non-convertible debentures of the face value of ₹ 1,000 each, amounting to ₹ 100 crores with an option to retain oversubscription up to ₹ 900 crores, aggregating up to ₹ 1,000 crores, the details of which are set forth further below: Date of opening December 1, 2022 Date of closing December 22, 2022 Total issue size ₹ 1,000 crores Total value of NCDs ₹ 93.8 crores allotted Date of allotment December 28, 2022 Objects of the issue Object Object % of amount proposed to be (as per the prospectus) For the purpose of onward lending, financing, and for At least 75% repayment of interest and principal of existing borrowings of the Company General corporate purposes Maximum of up to 25% Net utilisation of issue The proceeds from the issue have been utilised in accordance with the objects of the issue as stated proceeds above. Our Company made a public issuance of secured redeemable non-convertible debentures of the face value of ₹ 1,000 each, amounting to ₹ 100 crores with an option to retain oversubscription up to ₹ 700 crores, aggregating up to ₹ 800 crores, the details of which are set forth further below: Date of opening October 7, 2022 Date of closing October 28, 2022 Total issue size ₹ 800 crores Total value of NCDs ₹ 99.49 crores allotted Date of allotment November 3, 2022 Objects of the issue Object Object % of amount proposed to be (as per the prospectus) For the purpose of onward lending, financing, and for At least 75% repayment of interest and principal of existing borrowings of the Company General corporate purposes Maximum of up to 25% Net utilisation of issue The proceeds from the issue have been utilised in accordance with the objects of the issue as stated proceeds above. Our Company made a public issuance of secured redeemable non-convertible debentures of the face value of ₹ 1,000 each, amounting to ₹ 100 crores with an option to retain oversubscription up to ₹ 900 crores, aggregating up to ₹ 1,000 crores, the details of which are set forth further below: 369Date of opening September 5, 2022 Date of closing September 22, 2022 Total issue size ₹ 1,000 crores Total value of NCDs ₹ 103.11 crores allotted Date of allotment September 28, 2022 Objects of the issue Object Object % of amount proposed to be (as per the prospectus) For the purpose of onward lending, financing, and for At least 75% repayment of interest and principal of existing borrowings of the Company General corporate purposes Maximum of up to 25% Net utilisation of issue The proceeds from the issue have been utilised in accordance with the objects of the issue as stated proceeds above. 2. The Company has undertaken a rights issue of equity shares through its letter of offer dated January 28, 2024. For further details, see “Capital Structure” on page 76. Further, the proceeds from the rights issue have been or will be utilized for the purposes as mentioned in the letter of offer filed with the Stock Exchanges and SEBI in relation to the rights issue. Other than this issue, the Company has not undertaken any equity or rights issue during the last three years. 3. The Company has raised funds for augmenting its capital adequacy requirements, long-term resources for meeting funding requirements for its business purposes and for general corporate purposes by way of private placement of debentures, secured euro medium term notes, foreign currency convertible bonds and qualified institutions placement of Equity Shares in the last three years. The funds have been and/or are being utilised in accordance with the objects of the above-mentioned issuance of debentures and equity shares on private placement basis. Benefit/ interest accruing to Directors or promoters out of the Object of the Issue: The Directors of our Company are not interested in the Objects of the Issue. Our Company is a professionally managed company and does not have any identifiable promoters in terms of SEBI ICDR Regulations. Details regarding the Company, its Subsidiaries and other listed companies which are associate companies as described under the Companies Act, 2013, which made any capital issue during the last three years: Other than as stated in “Other Regulatory and Statutory Disclosures — Previous Issue(s)” on page 365, the Company has not made any capital issue during the last three years. Other than as disclosed below, there are no Subsidiaries and/or other listed companies under the same management or associate companies as described under the Companies Act, 2013, which have made any capital issuances during the previous three years from the date of this Draft Shelf Prospectus. SFL made a public issuance of secured redeemable non-convertible debentures of the face value of ₹ 1,000 each, amounting to ₹ 100 crores with an option to retain oversubscription up to ₹ 100 crores, aggregating up to ₹ 200 crores, the details of which are set forth further below: Date of opening April 3, 2023 Date of closing April 19, 2023 Total issue size ₹ 200 crores Total value of NCDs ₹ 112.64 crores allotted Date of allotment April 25, 2023 Objects of the issue Object Object % of amount proposed to be (as per the prospectus) For the purpose of onward lending, financing, and for At least 75% repayment of interest and principal of existing borrowings of the SFL General corporate purposes Maximum of up to 25% Net utilisation of issue The proceeds from the issue have been utilised in accordance with the objects of the issue as stated proceeds above. 370SFL made a public issuance of secured redeemable non-convertible debentures of the face value of ₹ 1,000 each, amounting to ₹ 100 crores with an option to retain oversubscription up to ₹ 100 crores, aggregating up to ₹ 200 crores, the details of which are set forth further below: Date of opening January 5, 2023 Date of closing January 27, 2023 Total issue size ₹ 200 crores Total value of NCDs ₹ 110.56 crores allotted Date of allotment February 2, 2023 Objects of the issue Object Object % of amount proposed to be (as per the prospectus) For the purpose of onward lending, financing, and for At least 75% repayment of interest and principal of existing borrowings of the SFL General corporate purposes Maximum of up to 25% Net utilisation of issue The proceeds from the issue have been utilised in accordance with the objects of the issue as stated proceeds above. SFL has raised funds for augmenting its capital adequacy requirements, long-term resources for meeting funding requirements for its business purposes and for general corporate purposes by way of private placement of debentures in the last three years. The funds have been fully utilised in accordance with the objects of the above mentioned issuance of debentures on private placement basis. Delay in listing There has been no delay in the listing of any non-convertible securities and equity shares issued by the Issuer. In the event of failure to list securities issued pursuant to this Issue within such days from the date of closure of issue as may be specified by the Board (scheduled listing date), all application moneys received or blocked in the public issue shall be refunded or unblocked forthwith within two working days from the scheduled listing date to the applicants through the permissible modes of making refunds and unblocking of funds. For delay in refund/unblocking of funds beyond the timeline as specified above, the issuer shall be liable to pay interest at the rate of fifteen percent per annum to the investors from the scheduled listing date till the date of actual payment. Default in payment In case of default (including delay) in payment of interest and/ or redemption of principal on the due dates for debt securities issued, additional interest of at least 2% p.a. over the coupon rate shall be payable by the issuer for the defaulting period. Refusal of listing of any security of the issuer during the current financial year and the last three financial years by any of the stock exchanges in India or abroad. There has been no refusal of listing of any security of the Issuer during the current financial year and last three financial years prior to the date of this Draft Shelf Prospectus by any Stock Exchange in India or abroad. Details regarding the Company and other listed companies under the same management within the meaning of Section 370(1B) of the Companies Act, which made any capital issue during the last three years: Nil. Utilisation of proceeds by our Group Companies: In terms of Regulation 2(r) of the SEBI NCS Regulations, our Company does not have any Group Companies. 371Details regarding lending out of Issue proceeds and loans advanced by the Company: A. Lending Policy Please see “Our Business” at page 151. B. Loans/advances to associates, entities/persons relating to Board, senior management, or group entities out of the proceeds of previous issues: Company has not provided any loans or advances to associates, entities or persons relating to the Board or senior management out of the proceeds of the previous issues of debt securities. C. Types of loans Types of loans given by the Company on standalone basis as on March 31, 2025 are as follows: S. No Particulars Amount (₹ in crores) Percentage of total (%) 1 Secured 42,694.47 97.69 2 Unsecured 1,007.87 2.31 Total 43,702.34 100.00 Denomination of loans outstanding by ticket size on a standalone basis as on March 31, 2025 are as follows: S. Ticket size Percentage of Loan Book No. Retail Wholesale 1. Upto ₹ 2 lakh 0.75% 0.00% 2. ₹ 2-5 lakh 0.91% 0.00% 3. ₹ 5 - 10 lakh 3.47% 0.00% 4. ₹ 10 - 25 lakh 22.10% 0.00% 5. ₹ 25 - 50 lakh 20.96% 0.00% 6. ₹ 50 lakh - 1 crore 14.41% 0.00% 7. ₹1-5 crore 23.20% 0.02% 8. ₹5-25 crore 10.40% 1.04% 9. ₹25-100 crore 3.21% 6.45% 10. > 100 crore 0.62% 92.49% Total 100.00% 100.00% Denomination of loans outstanding by LTV* on a standalone basis as on March 31, 2025 are as follows: S. LTV Percentage of Loan Book No Retail Wholesale 1. Up to 40% 13.54% 61.02% 2. Between 40-50% 9.59% 11.67% 3. Between 50-60% 13.22% 14.99% 4. Between 60-70% 20.35% 9.28% 5. Between 70-80% 33.26% 3.04% 6. Between 80-90% 10.02% 0.00% 7 . Above 90% 0.02% 0.00% Total 100.00% 100.00% * LTV at the time of origination. Sectoral exposure: Sectoral exposure as on March 31, 2025* S. No. Segment wise break up of AUM** Percentage of Loan Book* (%) 1. Retail - 372(a) Mortgages (homeloans and loans against property) - (b) Gold Loans - (c) Vehicle Finance - (d) MFI - (e) MSME - (f) Capital Market funding (loans against shares, margin funding) - (g) Others - 2. Wholesale (a) Infrastructure - (b) Real Estate (including builder loans) - (c) Promoter funding - (d) Any other sector (as applicable) - 3. Others*** (a) Commercial Real Estate 19.72 (b) MSME 1.78 (c) Other Services 78.50 Total 100 * Ticket size at the time of origination ** The details provided are as per borrower and not as per loan account. *** on standalone basis Customer segment -wise gross NPA as on March 31, 2025 S. No. Segment wise break up of Gross NPA Percentage of Loan Book* (%) 1. Retail - (a) Mortgages (homeloans and loans against property) - (b) Gold Loans - (c) Vehicle Finance - (d) MFI - (e) MSME - (f) Capital Market funding (loans against shares, margin funding) - (g) Others - 2. Wholesale (a) Infrastructure - (b) Real Estate (including builder loans) - (c) Promoter funding - (d) Any other sector (as applicable) - 3. Others*** (a) Commercial Real Estate 19.72% (b) MSME 1.78% (c) Other Services 78.50% Total 100 * Gross NPA means percentage of NPAs to total advances in that sector *** on standalone basis Geographical classification (top 5 states) of borrowers (retail) as on March 31, 2025 is as follows: S. No. Regions Percentage of Loan Book 1 Maharashtra 23.20% 2 Uttar Pradesh 13.24% 3 Delhi 12.53% 4 Karnataka 10.80% 5 Haryana 8.17% Geographical classification (top 5 states) of borrowers (wholesale) as on March 31, 2025 is as follows: S. No. Regions Percentage of Loan Book 1 Maharashtra 43.68% 2 Delhi 17.37% 373S. No. Regions Percentage of Loan Book 3 Karnataka 14.29% 4 Haryana 13.43% 5 Telangana 6.32% Maturity profile of total loan portfolio of the Company on a standalone basis as on March 31, 2025 is as follows: Period Amount (₹ in crores) 1 to 14 days 631.16 14 to 30/31 days 1,447.27 Over 1 month to 2 months 1,105.73 Over 2 months to 3 months 731.80 Over 3 months to 6 months 2402.04 Over 6 months to 1 year 6,466.6 Over 1 year to 3 years 16,517.57 Over 3 years to 5 years 12,207.89 Over 5 years 4,159.37 Total 45,669.45 Aggregated exposure to top 20 borrowers with respect to concentration of loans and advances* as on March 31, 2025 Amount (₹ in crores unless otherwise stated) Total exposure to twenty largest borrowers/customers 11,389.16 Percentage of Loans & Advances to twenty largest borrowers to Total Advances of the 26.34% NBFC * As per RBI returns and does not consider credit substitutes Aggregated exposure to top 20 borrowers with respect to concentration of all exposure (including off-balance sheet exposure)* as on March 31, 2025 Amount (₹ in crores unless otherwise stated) Total Exposure to twenty largest borrowers / customers 11,389.16 Percentage of Exposures to twenty largest borrowers / customers to Total Exposure of the 25.80% NBFC on borrowers / customers * As per RBI returns and does not consider credit substitutes Details of loans overdue and classified as non – performing assets in accordance with the RBI guidelines as at March 31, 2025 Movement of Gross NPAs Movement of gross NPAs / gross Stage 3 Amount (₹ in crores) (a) Opening gross NPA/ gross Stage 3 1,552.20 (b) Additions during the year 4,922.07 (c) Reductions during the year 5,684.44 (d) Closing balance of gross NPA/ gross Stage 3 789.83 Movement of provisions for NPAs Movement of provisions for NPAs / ECL allowance Stage 3 Amount (₹ in crores) (a) Opening balance of ECL allowance Stage 3 624.85 (b) Provisions made during the year 4,628.73 (c) Write-off / Write-back of excess provisions 4,938.89 (d) Closing balance of ECL allowance Stage 3 314.69 374375Movement of NPAs (₹ in crores unless otherwise specified) Particulars Year Ended March 31, 2023 2024 2025 (I) Net NPAs to Net Advances (%) 2.41% 2.07% 1.11% (II) Movement of NPAs (Gross) a. Opening balance 2,057.73 1,716.49 1,552.20 b. Additions during the year 1,678.74 1,452.46 4,922.07 c. Reductions during the year 2,019.98 1,616.75 5,684.44 d. Closing balance 1,716.49 1,552.20 789.83 (III) Movement of Net NPAs a. Opening balance 1,168.62 1,148.12 972.35 b. Additions during the year 953.76 885.09 293.34 c. Reductions during the year 974.26 1,105.86 745.55 d. Closing balance 1,148.12 927.35 475.14 (IV) Movement of provisions for NPAs (excluding provisions on standard assets) a. Opening balance 889.11 568.37 624.85 b. Provisions made during the year 724.99 567.37 4,628.73 c. Write-off/write-back of excess provisions 1,045.73 510.89 4,938.89 d. Closing balance 568.37 624.85 314.69 Note: In accordance with RBI Master Directions Concentration of Exposure and NPA for the previous 3 fiscal years (₹ in crores) Particulars Year Ended March 31, 2023 2024 2025 Gross NPA / Gross Stage 3 1,716.49 1,552.20 789.83 Net NPA / Net Stage 3 1,148.12 927.35 475.14 Total Exposure to top 10 NPA accounts 824.87 889.74 206.12 ECL allowance Stage 3 on a standalone basis derived from the Audited Financial Statement as at March 31, 2025 was ₹ 314.69 crores. 376D. Residual maturity profile of assets and liabilities as on March 31, 2025 Outflows 1 to 7 Days 8 to 14 Days 15 to 30/31 Over 1 month Over 2 Over 3 Over 6 Over 1 year & Over 3 & upO ver 5 Years Grand Total days & up to 2 months & up months & up months & up to 3 years to 5 years months to 3 months to 6 months up to 1 year Liabilities Deposits Borrowings** 82.16 2.83 425.72 283.62 2,300.89 2,083.39 3,105.21 22,845.35 8,843.28 914.90 40,842.35 Foreign Currency - - 1.27 281.21 - - 282.48 L iabilities Assets Advances 397.65 233.51 1,447.27 1,105.73 731.80 2,402.04 6,466.62 16,517.57 12,207.89 4,159.37 45,669.45 Investments*** 9.54 - 2.63 459.45 57.22 48.31 1,254.00 5,110.34 8,136.07 5,129.68 20,207.24 Foreign Currency - - 36.19- 1.08 26.01 - - 63.28 Assets Note: This is on the basis of the ALM statement filed with the stock exchanges as on March 31, 2025. ** Net of lease liability recognized under Ind AS 116 in respect of leases (other than short-term leases) aggregating to ₹ 236.25 crores. *** Investments includes Assets held for sale amounting to ₹ 611.57 crores, Fixed deposit with bank amounting to ₹ 1,543.99 and Interest Accrued on Deposit accounts / Margin Money amounting to ₹ 1,299.66 as at March 31, 2025. Note: In computing the above information certain estimates, assumptions and adjustments have been made by the Management for its regulatory submission. 377Debentures or bonds and redeemable preference shares and other instruments issued by our Company and outstanding As on June 30, 2025, our Company has listed rated/ unrated, secured/ unsecured, non-convertible redeemable debentures and listed subordinated debt. For further details, please see “Financial Indebtedness” on page 227. Dividend Our Company has in place dividend distribution policy, prepared in accordance with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, approved by the Board of Directors of our Company. The declaration and payment of dividends on our shares will be recommended by our Board of Directors and approved by our shareholders, at their discretion, and will depend on a number of factors, including but not limited to our profits, capital requirements and overall financial condition. Other than as disclosed below, our Company has not declared any Dividend in the last three years and in period from April 1, 2025 till date of the Draft Shelf Prospectus, on a standalone basis: Particulars From April 1, 2025 till Fiscal 2025 Fiscal 2024 Fiscal 2023 the date of this Draft Shelf Prospectus Equity Share Capital (₹ in crore) 165.88 165.88^^ 114.99^ 94.32 Face Value Per Equity Share (₹) (a) 2.00 2.00 2.00 2.00 Dividend on Equity Shares (₹ per equity share) (b) Nil Nil 2.00$ 1.25$$ Total dividend on equity shares (₹ in crore) N.A. N.A. 147.31 59.94 Dividend Declared Rate (In %) (c=b/a) N.A. N.A. 100.00 62.50 Dividend tax (gross) on dividend (₹ in crore) N.A. N.A. - - ^ 49,24,53,029 fully paid-up equity shares having face value of Rs. 2 each and 24,62,26,515 partly paid-up equity shares having a face value of Rs. 2 each (Rs. 0.67 paid-up) ^^ 82,83,69,930 fully paid-up equity shares having value of Rs. 2 each and 30,13,213 partly paid-up equity shares having face value of Rs. 2 each (Rs. 0.67 paid-up). $ Basis Board’s recommendation dated May 24, 2024, a final dividend of ₹ 2/- (i.e., 100%) per fully paid-up equity share of face value of ₹ 2/- each and pro-rata final dividend of ₹ 0.67 per partly paid-up equity shares of face value of ₹ 2 each (paid-up value of ₹ 0.67 each) for Fiscal 2024, was approved by the shareholders of the Company in the 19th AGM held on September 27, 2024, which was paid during Fiscal 2025. $$ Basis Board’s recommendation dated July28, 2023, final dividend of ₹ 1.25 (i.e. 62.5%) per fully paid -up equity share on face value of ₹ 2 each for the Fiscal 2023, was approved by the shareholders of the Company in 18th AGM held on September 25, 2023, which was paid during Fiscal 2024. Other than as disclosed below, our Company has not declared any Dividend in the last three years and in period from April 1, 2025 till date of the Draft Shelf Prospectus, on a consolidated basis: Particulars From April 1, 2025 till Fiscal 2025 Fiscal 2024 Fiscal 2023 the date of this Draft Shelf Prospectus Equity Share Capital* (₹ in Cr) 165.88 165.88^^ 114.99^ 94.32 Face Value Per Equity Share (₹) (a) 2.00 2.00 2.00 2.00 Dividend on Equity Shares (₹ per equity share) (b) Nil Nil 2.00$ 1.25$$ Total dividend on equity shares (₹ in Cr) N.A. N.A. 147.31 59.94 Dividend Declared Rate (In %) (c=b/a) N.A. N.A. 100.00 62.50 Dividend tax (gross) on dividend (₹ in Cr) N.A. N.A. - - *on Standalone basis ^ 49,24,53,029 fully paid-up equity shares having face value of Rs. 2 each and 24,62,26,515 partly paid-up equity shares having a face value of Rs. 2 each (Rs. 0.67 paid-up). ^^ 82,83,69,930 fully paid-up equity shares having face value of Rs. 2 each and 30,13,213 partly paid-up equity shares having a face value of Rs. 2 each (Rs. 0.67 paid-up). $Basis Board’s recommendation dated May 24, 2024, a final dividend of ₹ 2/- (i.e. 100%) per fully paid -up equity share of face value of ₹ 2/- each and a pro-rata final dividend of ₹ 0.67 per partly paid-up equity shares of face value of ₹ 2 each (paid-up value of ₹ 0.67 each) for Fiscal 2024, was approved by the shareholders of the Company in 19th AGM held on September 27, 2024, which was paid during Fiscal 2025. $$Basis Board’s recommendation dated July 28, 2023, final dividend of ₹ 1.25 (i.e. 62.5%) per fully paid -up equity share on face value of ₹ 2 each for the Fiscal 2023, was approved by the shareholders of the Company in 18th AGM held on September 25, 2023, which was paid during Fiscal 2024. Mechanism for redressal of investor grievances 378The Registrar Agreement dated September 26, 2025 between the Registrar to the Issue and our Company will provide for retention of records with the Registrar to the Issue for a period of at least eight years from the last date of dispatch of the Allotment Advice, demat credit and refund orders to enable the investors to approach the Registrar to the Issue for redressal of their grievances. All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as name, address of the Applicant, number of NCDs applied for, amount paid on application and the bank branch or collection center where the application was submitted. All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to either (a) the relevant Designated Branch of the SCSB where the Application Form was submitted by the ASBA Applicant, or (b) the concerned Member of the Syndicate and the relevant Designated Branch of the SCSB in the event of an Application submitted by an ASBA Applicant at any of the Syndicate ASBA Centres, giving full details such as name, address of Applicant, Application Form number, Series applied for, number of NCDs applied for, amount blocked on Application. All grievances related to the UPI process may be addressed to the Stock Exchanges, which shall be responsible for addressing investor grievances arising from applications submitted online through the application based / web interface platforms of the Stock Exchanges or through their Trading Members. The Intermediaries shall be responsible for addressing any investor grievances arising from the applications uploaded by them in respect of quantity, price or any other data entry or other errors made by them. The contact details of Registrar to the Issue are as follows: KFIN Technologies Limited Selenium Tower B, Plot No. 31 and 32 Financial District, Nanakramguda, Serilingampally Hyderabad Rangareddi 500 032 Telangana, India Tel: +91 40 6716 2222 Fax: +91 40 6716 1563 Toll free number: 18003094001 Email: scl.ncdipo@kfintech.com Investor Grievance Email: einward.ris@kfintech.com Website: www.kfintech.com Contact Person: M Murali Krishna Compliance Officer: Manju Anand SEBI Registration Number: INR000000221 CIN: L72400MH2017PLC444072 The Registrar shall endeavour to redress complaints of the investors within three (3) days of receipt of the complaint during the currency of the Registrar Agreement and continue to do so during the period it is required to maintain records under the RTA Regulations and our Company shall extend necessary co-operation to the Registrar for its complying with the said regulations. However, the Registrar shall ensure that the time taken to redress investor complaints does not exceed fifteen (15) days from the date of receipt of complaint. The Registrar shall provide a status report of investor complaints and grievances on a fortnightly basis to our Company. Similar status reports should also be provided to our Company as and when required by our Company. The details of the person appointed to act as Company Secretary and Compliance Officer for the purposes of this Issue are set out below: Amit Kumar Jain Company Secretary and Compliance Officer 1st Floor, Tower 3A DLF Corporate Greens Section-74A, Gurugram Narsinghpur Haryana 122 004, India Tel: +91 124 668 1199 Fax: +91 124 668 1240 Email: ajain@sammaancapital.com 379Investors may contact the Registrar to the Issue or the Company Secretary and Compliance Officer in case of any pre- Issue or post Issue related issues such as non-receipt of Allotment advice, demat credit, refund orders, non-receipt of Debenture Certificates, transfers, interest on application amount etc. The summary of reservations or qualifications or adverse remarks of auditors in the three financial years immediately preceding the year of issue of issue document, and of their impact on the financial statements and financial position of the company, and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remarks Other than as may be disclosed in the chapter titled “Risk Factors”, on page 19, there are no reservations or qualifications or adverse remarks or emphasis of matter in the financial statements of our Company in the last three financial years immediately preceding this Draft Shelf Prospectus. Pre-Issue Advertisement Subject to Section 30 of the Companies Act 2013, our Company will issue a statutory advertisement on or before the Issue Opening Date. This advertisement will contain the information as prescribed under SEBI NCS Regulations. Material updates, if any, between the date of filing of this Draft Shelf Prospectus with ROC and the date of release of the statutory advertisement will be included in the statutory advertisement. Publication of financial results In compliance with regulation 52(8) of the SEBI LODR Regulations, the Company may, while publishing its quarterly, half-yearly and annual financial results, publish only a window advertisement in the newspapers that refers to a quick response code and the link of the website of the Company and the Stock Exchange(s) where such financial results are available and capable of being accessed by the investors. The Issuer further clarifies that it shall not be required to obtain a prior approval from the Debenture Trustee for publishing the aforesaid details. Trading Debt securities issued by our Company, which are listed on BSE’s and NSE’s wholesale debt market are infrequently traded with limited or no volumes. Consequently, there has been no material fluctuation in prices or volumes of such listed debt securities. Caution Attention of the applicants is specifically drawn to the provision of sub-section (1) of Section 38 of the Companies Act, 2013 which is reproduced below: “Any person who: (a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or (b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or (c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under section 447 of the Companies Act, 2013.” 380SECTION VII: ISSUE RELATED INFORMATION ISSUE STRUCTURE The following are the key terms of the NCDs. This chapter should be read in conjunction with and is qualified in its entirety by more detailed information in “Terms of the Issue” on page 391. The NCDs being offered as part of this Issue are subject to the provisions of the SEBI NCS Regulations, the Debt Listing Agreement, SEBI Listing Regulations, and the Companies Act, 2013, the RBI Act, the terms of the Draft Shelf Prospectus, the Shelf Prospectus, the relevant Tranche Prospectus for each Tranche Issue, the Application Form, the terms and conditions of the Debenture Trustee Agreement and the Debenture Trust Deed, and other applicable statutory and/or regulatory requirements including those issued from time to time by SEBI, RBI, the GoI, and other statutory/regulatory authorities relating to the offer, issue and listing of securities and any other documents that may be executed in connection with the NCDs. The key common terms and conditions of the NCDs are as follows: Issuer Sammaan Capital Limited (formerly known as Indiabulls Housing Finance Limited) Type of instrument/ Name of the Secured redeemable non-convertible debentures. security Seniority Secured debentures: Senior (to clarify, the claims of the NCD Holders shall be superior to the claims of any unsecured creditors, subject to applicable statutory and/or regulatory requirements). Nature of the instrument Secured, redeemable, non-convertible debentures. Mode of the issue Public issue Eligible investors Please see “Issue Procedure – Who can apply?” on page 353 Listing The NCDs are proposed to be listed on NSE and BSE. BSE shall be the Designated Stock Exchange for this Issue. The NCDs shall be listed within six Working Days from the date of Issue Closure or such lesser time as may be specified by SEBI. For more information see "Other Regulatory and Statutory Disclosures” on page 353 Credit ratings “Crisil AA/Stable” (pronounced as Crisil double A rating with stable outlook), by Crisil Ratings Limited “[ICRA]AA (Stable)” (pronounced as ICRA double A rating with a stable outlook) by ICRA Limited Base Issue Size As specified in the relevant Tranche Prospectus for each Tranche Issue Issue Size As specified in the relevant Tranche Prospectus for each Tranche Issue Option to retain Oversubscription As specified in the relevant Tranche Prospectus for each Tranche Issue Amount Objects of the Issue Please see “Objects of the Issue” on page 94 Details of utilisation of the proceeds Please see “Objects of the Issue” on page 94 Lead Managers Nuvama Wealth Management Limited Elara Capital (India) Private Limited Tipsons Consultancy Services Private Limited Trust Investment Advisors Private Limited Debenture Trustee IDBI Trusteeship Services Limited Market Lot/ Trading Lot 1 NCD Registrar KFin Technologies Limited (formerly known as KFIN Technologies Private Limited) Issue Public issue by our Company of secured, rated, listed, redeemable, nonconvertible debentures of face value of ₹1,000 each, for an amount aggregating up to the ₹ 2,000 crores pursuant to the Shelf Prospectus and the relevant Tranche Prospectus. The NCDs will be issued in one or more tranches, on terms and conditions as set out in the relevant tranche prospectus for any tranche (each such tranche of issuance, a “Tranche Issue”) which should be read with the Shelf Prospectus. Interest rate for each category of As specified in the relevant Tranche Prospectus for each Tranche Issue investors Step up/ Step down interest rates As specified in the relevant Tranche Prospectus for each Tranche Issue Frequency of interest payment As specified in the relevant Tranche Prospectus for each Tranche Issue Interest payment date As specified in the relevant Tranche Prospectus for each Tranche Issue Interest type As specified in the relevant Tranche Prospectus for each Tranche Issue Interest reset process As specified in the relevant Tranche Prospectus for each Tranche Issue Day count basis Actual/Actual Interest on application money Please see “Terms of the Issue” on page 391 381Default interest rate Our Company shall pay interest in connection with any delay in allotment, refunds, listing, dematerialised credit, execution of Debenture Trust Deed, payment of interest, redemption of principal amount beyond the time limits prescribed under applicable statutory and/or regulatory requirements, at such rates as stipulated/ prescribed under applicable laws. Our Company shall pay at least two percent per annum to the debenture holder, over and above the agreed coupon rate, till the execution of the trust deed if our Company fails to execute the trust deed within such period as prescribed under applicable law. Tenor As specified in the relevant Tranche Prospectus for each Tranche Issue Redemption Date As specified in the relevant Tranche Prospectus for each Tranche Issue Redemption Amount As specified in the relevant Tranche Prospectus for each Tranche Issue Redemption premium/ discount As specified in the relevant Tranche Prospectus for each Tranche Issue Face value (in ₹ / NCD) ₹1,000 per NCDs Issue Price (in ₹/NCD) As specified in the relevant Tranche Prospectus for each Tranche Issue Discount at which security is issued As specified in the relevant Tranche Prospectus for each Tranche Issue and the effective yield as a result of such discount. Premium/Discount at which As specified in the relevant Tranche Prospectus for each Tranche Issue security is redeemed and the effective yield as a result of such premium/discount Put option date As specified in the relevant Tranche Prospectus for each Tranche Issue Put option price As specified in the relevant Tranche Prospectus for each Tranche Issue Call option date As specified in the relevant Tranche Prospectus for each Tranche Issue Call option price As specified in the relevant Tranche Prospectus for each Tranche Issue Put notification time As specified in the relevant Tranche Prospectus for each Tranche Issue Call notification time As specified in the relevant Tranche Prospectus for each Tranche Issue Minimum Application size and in As specified in the relevant Tranche Prospectus for each Tranche Issue multiples of NCD thereafter Issue opening date As specified in the relevant Tranche Prospectus for each Tranche Issue Issue closing date** As specified in the relevant Tranche Prospectus for each Tranche Issue Issue Schedule As specified in the relevant Tranche Prospectus for each Tranche Issue Pay-in date Application Date. The entire Application Amount is payable on Application Modes of payment Please see “Issue Procedure – Terms of Payment” on page 427. Deemed date of Allotment The date on which the Board or the Securities Issuance and Investment Committee approves the Allotment of the NCDs for this Issue or such date as may be determined by the Board of Directors or the Securities Issuance and Investment Committee and notified to the Designated Stock Exchange. The actual Allotment of NCDs may take place on a date other than the Deemed Date of Allotment. All benefits relating to the NCDs including interest on NCDs (as specified Tranche Issue by way of this the relevant Tranche Prospectus) shall be available to NCD Holders from the Deemed Date of Allotment. Issuance mode of the instrument In dematerialised form only* Trading mode of the instrument In dematerialised form only* Mode of settlement As specified in the relevant Tranche Prospectus for each Tranche Issue Depositories NSDL and CDSL Working day convention/ Effect of Working Day means all days on which commercial banks in Mumbai are open for business. If holidays on payment the date of payment of interest does not fall on a Working Day, then the interest payment will be made on succeeding Working Day (the “Effective Date”), however the dates of the future interest payments would continue to be as per the originally stipulated schedule. Payment of interest will be subject to the deduction of tax as per Income Tax Act or any statutory modification or re-enactment thereof for the time being in force. In case the Maturity Date (also being the last Interest Payment Date) does not fall on a Working Day, the payment will be made on the immediately preceding Working Day, along with coupon/interest accrued on the NCDs until but excluding the date of such payment. Record date 15 (fifteen) days prior to the relevant Interest Payment Date, relevant Redemption Date for NCDs issued under the relevant Tranche Prospectus. In case of redemption of NCDs, the trading in the NCDs shall remain suspended between the record date and the date of redemption. In event the Record Date falls on a Sunday or holiday of Depositories, the succeeding working day or a date notified by the Company to the Stock Exchanges shall be considered as Record Date All covenants of the issue (including The Company shall comply with the representations and warranties, general covenants, side letters, accelerated payment negative covenants, reporting covenants and financial covenants as disclosed below under clause, etc.) “Issue Structure – Key covenants to the Issue” and more specifically set out in the Debenture Trust Deed. Any covenants later added shall be disclosed on the websites of the Stock Exchange, where the NCDs are proposed to be listed. 382Security cover and description The NCDs proposed to be issued will be secured by a charge by way of hypothecation in favor regarding Security (where of the Debenture Trustee, on the financial and non-financial assets (including investments) of applicable) including type of the Company, both present and future; and on present and future loan assets of the Company, security (movable/ immovable/ including all monies receivable for the principal amount and interest thereon (collectively tangible etc.), type of charge referred to as the “Hypothecated Properties”, which term shall exclude the Excluded Assets (pledge/ hypothecation/ mortgage (as defined below)), on a first ranking pari-passu basis with all other secured lenders to the etc.), date of creation of security/ Issuer holding pari passu charge over the security as specifically set out in and fully described likely date of creation of security, in the Debenture Trust Deed. minimum security cover, revaluation, replacement of Excluded Assets shall mean such portion of High Quality Liquid Assets (as defined in Liquidity security, interest to the debenture Risk Management Framework for Non-Banking Financial Companies and Core Investment holder over and above the coupon Companies, 2019, as amended from time to time (the “RBI LRM Framework”)) which shall rate as specified in the Trust Deed remain unencumbered in accordance with the RBI LRM Framework. For the avoidance of and disclosed in the Offer doubt, Excluded Assets will at no point of time form part of the Hypothecated Properties. Document/ Information Memorandum. The NCDs will have a minimum security cover of 1.25 times on the principal amount and interest thereon at all times during the tenor of the NCDs. The Issuer reserves the right to sell or otherwise deal with the receivables, both present and future, including without limitation to create a charge on pari passu or exclusive basis thereon for its present and future financial requirements, provided that a minimum-security cover of 1.25 times on the principal amount and accrued interest thereon, is maintained, on such terms and conditions as the Issuer may think appropriate, without the consent of, or intimation to, the NCD Holders or the Debenture Trustee in this connection. However, if consent and/or intimation is required under applicable law, then the Company shall obtain such consents and/ or intimation in accordance with such law. We have received necessary consents from the relevant lenders, debenture trustees and security trustees for ceding pari passu charge in favour of the Debenture Trustee in relation to the NCDs. The security shall be created prior to making the listing application for the NCDs with the Stock Exchanges. The NCDs shall be considered as secured only if the charged asset is registered with sub-registrar and RoC or CERSAI or Depository etc., as applicable, or is independently verifiable by the Debenture Trustee. Without prejudice to the aforesaid, in the event our Company fails to execute the Debenture Trust Deed within the period specified in Regulation 18(1) of the SEBI NCS Regulations or such other time frame as may be stipulated from time-to-time, our Company shall also pay interest of at least 2% (two per cent) per annum to the NCD holders, over and above the interest rate on the NCDs specified in this Draft Shelf Prospectus, till the execution of the Debenture Trust Deed. The revaluation and replacement of the security shall be in accordance with the Debenture Trust Deed and in accordance with the applicable laws. Security Cover Our Company shall maintain a minimum security cover of 1.25 times on the outstanding balance of the NCDs plus accrued interest thereon. Issue documents/ Transaction The Draft Shelf Prospectus, the Shelf Prospectus, the relevant Tranche Prospectus read with Documents any notices, corrigenda, addenda thereto, Abridged Prospectus, the Issue Agreement, Registrar Agreement, Consortium Agreement, Debenture Trustee Agreement, Public Issue Account and Sponsor Bank Agreement, Tripartite Agreements, Application Form and the Debenture Trust Deed and various other documents, if applicable, and various other documents/ agreements/ undertakings, entered or to be entered by our Company with Lead Managers and/or other intermediaries for the purpose of this Issue. For further details, see “Material Contracts and Documents for Inspection” on page 463. Conditions precedent to The following are the conditions precedent which our Company shall fulfil prior to the Deemed disbursement Date of Allotment to the satisfaction of the Debenture Trustee: 1. Corporate Documents a. A certified copy of the constitutional documents of the Company; and b. A certified copy of the resolution of the Board of Directors of the Company specifically stating the purpose of issuance of the NCDs, approving the terms of the Transaction Documents to which it is a party and resolving that it execute the Transaction Documents to which it is a party in accordance with the provisions of the Companies Act, 2013, as amended. 2. Certifications A certificate from the authorised signatory of the Company certifying/ confirming that: a. Each document relating to it as specified in the Transaction Documents is correct, complete and in full force and effect; b. Borrowing or securing the NCDs would not cause any borrowing, security binding on the Company to be exceeded; c. Assets to be charged as the security for securing the NCDs are the absolute property of the Company and are free from any additional security interest, except as disclosed in this Deed; 383d. Directors of the Company are not disqualified from holding office on the Board of Directors of the Company; e. Company has the necessary powers under the constitutional documents of the Company to issue NCDs and enter into the Transaction Documents; f. Company has performed all its obligations under the Transactions Documents to be performed on or before the Deemed Date of Allotment; g. the Company or its directors or shareholders are not on the RBI's defaulters or caution list; h. save and except for any recovery action initiated by the Company in the ordinary course of business, there are no material litigations, arbitrations or criminal proceedings before any court, arbitral body or have been pending against it, except as disclosed in the Draft Shelf Prospectus; i. representations and warranties set out in the Transaction Documents are true and correct in all material respects; j. no consents, waivers, approvals and permissions are required from any governmental authority, other creditors, lessees/ tenants and other third parties including any financial creditors in connection with the execution and delivery of the Transaction Documents, and the consummation of the transactions/obligations contemplated therein, other than as set out in the Deed; k. no potential Event of Default has occurred and is continuing or would result from issue of NCDs; l. all licenses required by the Company to continue its business operations are in full force and effect; and m. the issue of the NCDs is (i) is permitted by the Applicable Laws; and (ii) does not violate any Applicable Laws. 3. Issue related documents a. A certified true copy of the credit rating letters; b. A certified true copy of the consent letter issued by the Trustee; c. Evidence that the Company has entered into a tripartite agreement with the Stock Exchanges and the Registrar to the Issue; and d. Evidence of filing of the relevant board resolution and the shareholders resolution of the Company with the Registrar of Companies in Form MGT-14 prior to issuance of the Draft Shelf Prospectus. 4. Transaction Documents a. The following documents duly executed by each of the relevant Parties: i. this Debenture Trust Deed ii. the Debenture Trustee Agreement; b. A copy of the duly executed Prospectus filed with the Stock Exchanges; and c. Evidence in form and manner satisfactory to the Trustee that the Company has completed with all other requirements (including rating, listing, electronic book building) that are to be completed before the Deemed Date of Allotment as required under Applicable Laws. 5. Other Documents and Evidences a. Evidence of the payment of Initial Contribution by the Company to the Trustee for Settlement; and b. Evidence that proper stamp duty has been paid on the relevant Transaction Documents. Conditions subsequent to The following are the conditions subsequent which our Company shall fulfil on or after the disbursement Deemed Date of Allotment to the satisfaction of the Debenture Trustee: 1. Receipt of the certificate of registration of charge issued by the Registrar of Companies in relation to the charge created on the security; 2. Copy of the relevant extract of the updated register of charges in Form CHG-7 evidencing the relevant entries in relation to the charge created on the security; 3. A certified true copy of Form CHG-9 filed by the Company in relation to the perfection of the Hypothecated Properties (if any) and challan thereof, and other filings in relation to the perfection of the security; 4. Evidence that the fees, cost and expenses due from the Company pursuant to the Transaction Documents have been paid or will be paid by the Deemed Date of Allotment; 5. Evidence of corporate actions for approving and allotting the NCDs; 3846. Evidence of filing of the return of allotment under PAS-3 pursuant to the Companies (Prospectus and Allotment of Securities) Rules, 2014 with the concerned Registrar of Companies; 7. Credit of the relevant NCDs in the specified dematerialised account(s) of the investors; 8. A copy of the authorisation or opinion or assurance which the Debenture Trustee considers necessary or desirable in connection with the entry into and performance of the transactions contemplated by any Transaction Document or for the validity or enforceability of any Transaction Document; and 9. Certificate from the statutory auditor confirming the complete utilisation of the Issue proceeds. Events of default (including manner Please see “Terms of the Issue – Events of Default” on page 393. of voting/conditions of joining Inter Creditor Agreement) Creation of recovery expense fund Our Company has already created a recovery expense fund in the manner as specified by SEBI Debenture Trustee Master Circular, as amended from time to time and Regulation 11 of the SEBI NCS Regulations with the Designated Stock Exchange and informed the Debenture Trustee regarding the creation of such fund. The recovery expense fund may be utilised by Debenture Trustee, in the event of default by our Company under the terms of the Debenture Trust Deed, for taking appropriate legal action to enforce the security. Conditions for breach of covenants Upon occurrence of any default in the performance or observance of any term, covenant, (as specified in Debenture Trust condition or provision contained in the term sheet and the Debenture Trust Deed and except Deed) where the Debenture Trustee certifies that such default is in its opinion incapable of remedy within the cure period, if and as set out in the Debenture Trust Deed (in which case no notice shall be required), it shall constitute an event of Default. The Debenture Trustee may, at any time, waive, on such terms and conditions as to it shall seem expedient, any breach by the Company of any of the covenants and provisions in these presents contained without prejudice to the rights of the Debenture Trustee in respect of any subsequent breach thereof. Please see “Terms of the Issue - Events of default” on page 393. Provisions related to Cross Default Any material indebtedness of the Company for funds raised or availed by the Company, that Clause is, material indebtedness for and in respect of monies borrowed or raised by the Company (whether or not for cash consideration) by whatever means (including acceptance, credits, deposits and leasing) becomes due prior to its stated maturity by reason of default of the terms thereof or if any such indebtedness is not paid at its stated maturity (in the reasonable opinion of the Debenture Trustee), or there is a default in making payments due under any guarantee or indemnity given by the Company in respect of the material indebtedness of borrowed monies of any person, and proceedings are initiated by the relevant lender or creditor in connection with such default, for recovery of such indebtedness or for enforcement or invocation of such guarantee or indemnity. Roles and responsibilities of the Please see “Terms of the Issue – Trustees for the NCD Holders” on page 393. Debenture Trustee Risk factors pertaining to the issue Please see “Risk Factors” on page 19 Governing law and jurisdiction The governing law and jurisdiction for the purpose of the Issue shall be Indian law, and the competent courts of jurisdiction in New Delhi, India. * In terms of Regulation 7 of the SEBI NCS Regulations, our Company will undertake this public issue of the NCDs in dematerialised form. However, in terms of section 8(1) of the Depositories Act, our Company, at the request of the Investors who wish to hold the NCDs in physical form will fulfil such request. However, trading in NCDs shall be compulsorily in dematerialised form. ** The Issue shall remain open for subscription on Working Days from 10:00 a.m. to 5:00 p.m. (Indian Standard Time) during the period indicated in the relevant Tranche Prospectus, except that the Issue may close on such earlier date or extended date as may be decided by the Board of Directors of our Company or Securities Issuance and Investment Committee thereof, subject to compliance with Regulation 33A of the SEBI NCS Regulations and receipt of necessary approvals. In the event of an early closure or extension of the Issue, our Company shall ensure that notice of the same is provided to the prospective investors through an advertisement in in all the newspapers in which pre-issue advertisement and advertisement for opening or closure of the Issue have been given on or before such earlier or extended date of Issue closure. On the Issue Closing Date, the Application Forms will be accepted only between 10:00 a.m. and 3:00 p.m. (Indian Standard Time) and uploaded until 5:00 p.m. or such extended time as may be permitted by the BSE and NSE. Further, pending mandate requests for bids placed on the last day of bidding will be validated by 5:00 p.m. (Indian Standard Time) on one Working Day post the Issue Closing Date. Notes: If there is any change in coupon rate pursuant to any event including lapse of certain time period or downgrade in rating, then such new coupon rate and the events which lead to such change should be disclosed. For the list of documents executed/ to be executed, please see “Material Contracts and Documents for Inspection” on page 463. While the NCDs are secured to the tune of 125% of the principal and interest amount or as per the terms of offer document, in favour of Debenture Trustee, it is the duty of the Debenture Trustee to monitor that the security is maintained and the recovery of 125% of the amount shall depend on the market scenario prevalent at the time of enforcement of the security. 385Debt securities shall be considered as secured only if the charged asset is registered with Sub-registrar and Registrar of Companies or CERSAI or Depository etc., as applicable, or is independently verifiable by the debenture trustee. The specific terms of each instrument to be issued pursuant to a Tranche Issue shall be as set out in the relevant Tranche Prospectus. Please see “Issue Procedure” on page 408 for details of category wise eligibility and allotment in the Issue. SPECIFIC TERMS OF NCDs As specified in the relevant Tranche Prospectus for each Tranche Issue. Terms of payment The entire face value per NCDs is payable on application (except in case of ASBA Applicants). In case of ASBA Applicants, the entire amount of face value of NCDs applied for will be blocked in the relevant ASBA Account maintained with the SCSB or under UPI mechanism (only for Retail Individual Investors), as the case may be, in the bank account of the Applicants that is specified in the ASBA Form at the time of the submission of the Application Form. In the event of Allotment of a lesser number of NCDs than applied for, our Company shall refund the amount paid on application to the Applicant, in accordance with the terms of this Draft Shelf Prospectus, the Shelf Prospectus and the respective Tranche Prospectus. Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory permissions/ consents/ approvals in connection with applying for, subscribing to, or seeking Allotment of NCDs pursuant to the Issue. Further, Applicants are advised to ensure that Applications made by them do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable statutory and/or regulatory provisions. The NCDs have not been and will not be registered, listed or otherwise qualified in any jurisdiction outside India and may not be offered or sold, and Applications may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. In particular, the NCDs have not been and will not be registered under the U.S. Securities Act, 1933, as amended (the “Securities Act”) or the securities laws of any state of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Issuer has not registered and does not intend to register under the U.S. Investment Company Act, 1940 in reliance on section 3(c)(7) thereof. This Draft Shelf Prospectus may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever, and in particular, may not be forwarded to any U.S. Person or to any U.S. address. Applications may be made in single or joint names (not exceeding three). Applications should be made by Karta in case the Applicant is an HUF. If the Application is submitted in joint names, the Application Form should contain only the name of the first Applicant whose name should also appear as the first holder of the depository account (in case of Applicants applying for Allotment of the NCDs in dematerialised form) held in joint names. If the depository account is held in joint names, the Application Form should contain the name and PAN of the person whose name appears first in the depository account and signature of only this person would be required in the Application Form. This Applicant would be deemed to have signed on behalf of joint holders and would be required to give confirmation to this effect in the Application Form. Please ensure that such Applications contain the PAN of the HUF and not of the Karta. In the case of joint Applications, all payments will be made out in favour of the first Applicant. All communications will be addressed to the first named Applicant whose name appears in the Application Form and at the address mentioned therein. For further details, please see “Issue Procedure” on page 408. Day Count Convention Interest shall be computed on an actual/ actual basis, i.e., on the principal outstanding on the NCDs as per the SEBI NCS Master Circular. Effect of holidays on payments If the date of payment of interest does not fall on a Working Day, then the interest payment will be made on succeeding Working Day, however the calculation for payment of interest will be only till the originally stipulated Interest Payment Date. The dates of the future interest payments would be as per the originally stipulated schedule. Payment of interest will be subject to the deduction of tax as per Income Tax Act or any statutory modification or re-enactment thereof for 386the time being in force. In case the Redemption Date (also being the last Interest Payment Date) does not fall on a Working Day, the payment will be made on the immediately preceding Working Day, along with coupon/ interest accrued on the NCDs until but excluding the date of such payment. The interest/redemption payments shall be made only on the Working Days. Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory permissions/ consents/ approvals in connection with applying for, subscribing to, or seeking allotment of NCDs pursuant to the Issue. For further details, see the section titled “Issue Procedure” on page 408. Key covenants to the Issue 1. Affirmative Covenants The Company hereby covenants with the Trustee that the Company shall: i. Conduct its business with due diligence and efficiency and in accordance with sound engineering, technical, managerial and financial standards and business practices with qualified and experienced management personnel. ii. Utilise the monies received towards subscription of the NCDs for the purpose for which the same have been issued as specified in the Issue Documents. iii. The Company furnish a certificate from the statutory auditor of the Company in respect of the utilisation of funds raised by the Issue of NCDs to the Trustee in terms of Regulation 15(1A)(c) of SEBI (Debenture Trustees) Regulations, 1993, as amended. iv. Maintain a register of debenture holders including addresses of the debenture holders, record of subsequent transfers and changes of ownership in accordance with Section 88 of the Companies Act, 2013, as may be amended from time to time. v. Permit the Debenture Trustee to enter the debenture holders’ premises and inspect the state and condition of charged assets. vi. Keep proper books of account and make true and proper entries therein of all dealings and transactions of and in relation to the business of the Company and keep the said books of account and all other books, registers and other documents relating to the affairs of the Company at its Registered Office or, where permitted by law, at other place or places where the books of account and documents of a similar nature may be kept and the Company will ensure that all entries in the same relating to the business of the Company shall at all reasonable times be kept opened for inspection of the Trustee and such person or persons, as the Trustee shall, from time to time, in writing for that purpose appoint. vii. Maintain, at all times, 125% security cover sufficient to discharge the principal amount along with the interest and all other amounts as may be payable under the NCDs and shall disclose to the Stock Exchanges on periodical basis and in their annual financial statements to the extent and nature of security created and maintained in terms of extant applicable laws. viii. Ensure that the value of the Hypothecated Properties at all times during the tenure of the NCDs is sufficient for the due repayment of the amount of NCDs and interest and all the sums payable thereon. ix. Give to the Trustee or to such person or persons as aforesaid such information as they or any of them shall require as to all matters relating to the business affairs of the Company to the extent the same is within the scope of the terms and conditions of the NCDs for effective discharge of its duties and obligations, including copies of reports, balance sheets, profit and loss account. x. Punctually pay all rents, royalties, taxes, rates, levies, cesses, , insurance premium with respect to charged property/security, assessments, impositions and outgoings, governmental, municipal or otherwise imposed upon or payable by the Company as and when the same shall become payable and when required by the Trustee produce the receipts of such payment and also punctually pay and discharge all debts and obligations and liabilities and comply with all covenants and obligations which ought to be observed and performed by the Company. xi. Forthwith give notice in writing to the Trustee of commencement of any proceedings affecting the rights of the NCD Holders. xii. Pay the interest and principal amount of the NCDs to the NCD Holders as and when it becomes due, as per the terms of Issue. 387xiii. Diligently preserve its corporate existence and status and all consents now held or any rights, licenses, privileges or concessions hereafter acquired by it in the conduct of its business and that it will comply with each and every term of the said consents, rights, licenses, privileges and concessions and comply with all acts, rules, regulations, orders and directions of any legislative, executive, administrative or judicial body applicable to the Hypothecated Properties or any part thereof. xiv. Provided that the Company may contest in good faith the validity of any such acts, rules, regulations, orders and directions and pending the determination of such contest may postpone compliance therewith if the rights enforceable under the NCDs are not thereby materially endangered or impaired. xv. Ensure that its Articles of Association contain a provision mandating its Board to appoint the person nominated by the Debenture Trustee in terms of clause (e) of sub – regulation (1) of regulation 15 of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 as a director on its Board of Directors, in compliance with regulation 23(6) of SEBI NCS Regulations. xvi. Appoint the person nominated by the Debenture Trustee in terms of clause (e) of sub-regulation (1) of regulation 15 of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, as a director on its Board of Directors at the earliest and not later than one month from the date of receipt of nomination from the Debenture Trustee. xvii. Inform Trustee about any change in nature and conduct of business by the Company before such change. xviii. Inform the Trustee of any significant change in the composition of its Board of Directors. xix. Pay all such stamp duties on NCDs and this Deed, if any, (including any additional stamp duty), other duties, taxes, charges and penalties, if the Company is to be required to pay according to the laws for the time being in force. xx. Promptly inform the Trustee if it has notice of any application for, winding up having been made or any statutory notice of winding up under the Companies Act or otherwise of any suit or other legal process intended to be filed or initiated against the Company. xxi. Promptly inform the Debenture Trustee of any amalgamation, merger or reconstruction scheme proposed by the Company. xxii. Submit to the Trustee its duly audited annual accounts, within six months from the close of its financial year. xxiii. The Company shall forward to the Trustee a periodical report containing the following particulars: a. Updated list of the name and address of the NCD Holders; b. Details of interest due but unpaid and reasons thereof; c. The number and nature of grievances received from the NCD Holders and (a) resolved by the Company (b) unresolved by the Company and reason for the same; and d. A statement that the assets of the Company which are available by way of security are sufficient to discharge the claims of the NCD Holders as and when they become due. xxiv. The Company hereby further agrees, declares and covenants with the Debenture Trustee that while submitting periodical financial results in accordance with Regulation 52 of the SEBI Listing Regulations, the Company shall file with the BSE and NSE for dissemination, and accordingly shall provide the Debenture Trustee (for their periodical monitoring), the information, if and as applicable. xxv. Promptly inform the Trustee of the happening of any labour strikes, lockouts, shut-downs, fires or any event likely to have a substantial effect on the Company's profits or business and of any material, changes in the rate of production or sales of the Company with an explanation of the reasons thereof. xxvi. Promptly inform the Trustee of any loss or damage, which the Company may suffer due to any force majeure circumstances or act of God, such as earthquake, flood, tempest or typhoon, etc., against which the Company, may not have insured its properties. xxvii. Comply with all the applicable regulations/ guidelines/ circulars/ statues etc. as may be amended from time to time applicable to the NCDs. xxviii. Keep the Debenture Trustee informed of all orders, directions, notices, of court/ tribunal affecting or likely to affect the charged assets. xxix. Not create further charge or encumbrance over the trust property without the approval of the Trustee. 388xxx. Comply with all directions/ guidelines issued by a governmental authority, with regard to the Issue. xxxi. Submit documents and information, as required by the Debenture Trustee to carry out the necessary due diligence and periodical monitoring. xxxii. Make the relevant filings/ charge registration with the ROC/ SEBI/ CERSAI within 30 days of creating the charge and provide the details regarding the same to the Debenture Trustee. xxxiii. Submit the following to the Debenture Trustee: a. Statutory Auditor certificate for the value of book debts/ receivables and Issuer’s compliance with covenants on half yearly basis within 45 days from the close of each half year; b. Half-yearly certificate regarding maintenance of 125% security cover or security cover as per the terms of Prospectus and/or Debenture Trust Deed, which in this case is 125%, including compliance with all the covenants, in respect of listed non-convertible debt securities, by the statutory auditor, along with periodical financial results as may be prescribed under applicable laws; c. Certificate from a chartered accountant confirming the security cover available to secure the NCDs and covenant compliance certificate as per format prescribed by the SEBI within 45 days from the close of each calendar quarter; d. such information in relation to the Hypothecated Property that the Debenture Trustee may reasonably request (in a format which shall be provided by the Debenture Trustee from time to time) for the purpose of quarterly diligence by the Debenture Trustee to monitor the required security cover and shall also submit to the Debenture Trustee a certificate from the director/ managing director of the Company on quarterly basis, certifying the value of the identified receivables as agreed in the Transaction Documents; e. End Utilization Certificate certified by the statutory auditors of the Company on annual basis; f. Promptly notify about initiation of forensic audit by any entity along with the reasons for such appointment; g. Immediately inform the Debenture Trustee of any rating action-upgrade or downgrade of credit rating of the Issuer; h. Forward intimation regarding covenants and their breaches, if any; and i. Provide bank details (from which the Issuer proposes to pay the interest and the redemption amount) and pre-authorising the Debenture Trustee to seek interest and redemption payment details from the Issuer’s bank. The Company proposes to use the account maintained by the Company with IDBI Bank Limited (with the below mentioned details) for payment of interest amount and the redemption amount. However, in case of any change in the same, the Company shall intimate the Trustee within one Business Day of such change. xxxiv. Disclose manner of creation and operation of the Recovery Expense Fund. xxxv. The Company hereby agrees and undertakes to comply with SEBI LODR Regulations, as amended from time to time. xxxvi. To provide relevant documents/ information in terms of SEBI Debenture Trustee Master Circular, as applicable, to enable the Debenture Trustee(s) to conduct continuous and periodic due diligence and monitoring of Security created. 2. NEGATIVE COVENANTS The Company shall not without the consent of the Debenture Trustee: i. Declare or pay any dividend to its shareholders during any financial year, in case it makes default in payment of installment of principal and interest then due and payable on the NCDs or has not made provision for making such payment. ii. Permit or cause to be done any act or thing whereby its right to transact business could be terminated or whereby payment of any principal or interest on the NCDs may be hindered or delayed. iii. Dispose of the Hypothecated Properties (other than sale/ assignment of assets/ securitisation transactions of the Company done in compliance with Applicable Laws) or any part thereof or create thereon any lien or charge by way of hypothecation, pledge or otherwise howsoever or other encumbrance of any kind whatsoever other than as provided under the Debenture Trust Deed. 389iv. Voluntarily suffer any act, which has a substantial effect on its business profits, production or sales. v. Subordinate any rights under these NCDs to any other series debentures or prefer any payments under series debentures. 390TERMS OF THE ISSUE Authority for the Issue This Issue has been authorised by the Board of Directors of our Company pursuant to a resolution passed at their meeting held on September 3, 2025 and the Securities Issuance and Investment Committee at their meeting held on September 26, 2025. Further, the present borrowing is within the borrowing limits under Section 180(1)(c) of the Companies Act, 2013 duly approved by the Shareholders’ vide their resolution approved at the annual general meeting dated September 19, 2018. Further, the Securities Issuance and Investment Committee has vide its resolution dated September 26, 2025 approved this Draft Shelf Prospectus. Principal Terms and Conditions of this Issue The NCDs being offered as part of the Issue are subject to the provisions of the SEBI NCS Regulations, the Act, the Memorandum and Articles of Association of our Company, the terms of the Shelf Prospectus, this Draft Shelf Prospectus, the Application Forms, the Abridged Prospectus, the terms and conditions of the Debenture Trust Agreement and the Debenture Trust Deed, other applicable statutory and/or regulatory requirements including those issued from time to time by SEBI/the Government of India/the Stock Exchanges, RBI and/or other statutory/regulatory authorities relating to the offer, issue and listing of securities and any other documents that may be executed in connection with the NCDs. Ranking of NCDs The secured NCDs would constitute secured and senior obligations of our Company and shall be first ranking pari passu with the existing secured creditors on the Hypothecated Properties, excluding the Excluded Assets, equal to the value of a minimum 1.25 times of the debentures outstanding plus interest accrued thereon, and subject to any obligations under applicable statutory and/or regulatory requirements. The secured NCDs proposed to be issued under the Issue and all earlier issues of secured debentures outstanding in the books of our Company, shall be first ranking pari passu without preference of one over the other except that priority for payment shall be as per applicable date of redemption. Our Company confirms that all permissions and/or consents for creation of a pari passu charge on the book debts/ loans and advances/ receivables, both present and future as stated above, have been obtained from all relevant creditors, lenders and debenture trustees of our Company, who have an existing charge over the above-mentioned assets. Our Company may, subject to applicable RBI requirements and other applicable statutory and/or regulatory provisions, treat the secured NCDs as Tier I capital. Our Company is required to obtain permissions or consents from the prior creditors for proceeding with this Issue. Pursuant to the SEBI Debenture Trustee Master Circular, our Company undertakes inter alia that the assets on which charge is created are already charged, the permissions or consent to create pari passu charge on the assets of the Company have been obtained from the earlier creditors. Security The secured NCDs proposed to be issued will be secured by a charge by way of hypothecation in favor of the Debenture Trustee, on the financial and non-financial assets (including investments) of the Company, both present and future; and on present and future loan assets of the Company, including all monies receivable for the principal amount and interest thereon (collectively referred to as the “Hypothecated Properties”, which term shall exclude the Excluded Assets (as defined below)), on a first ranking pari-passu basis with all other secured lenders to the Issuer holding pari-passu charge over the security as specifically set out in and fully described in the Debenture Trust Deed. Excluded Assets shall mean such portion of High Quality Liquid Assets (as defined in Liquidity Risk Management Framework for Non-Banking Financial Companies and Core Investment Companies, 2019, as amended from time to time (the “RBI LRM Framework”)) which shall remain unencumbered in accordance with the RBI LRM Framework. For the avoidance of doubt, Excluded Assets will at no point of time form part of the Hypothecated Properties. The NCDs will have a minimum security cover of 1.25 times on the principal amount and interest thereon. The Issuer reserves the right to sell or otherwise deal with the receivables, both present and future, including without limitation to create a charge on pari passu or exclusive basis thereon for its present and future financial requirements, provided that a minimum security cover of 1.25 times on the principal amount and accrued interest thereon, is maintained, on such terms and conditions as the Issuer may think appropriate, without the consent of, or intimation to, the NCD Holders or the Debenture Trustee in this connection. However, if consent and/or intimation is required under applicable law, then the Company shall obtain such consents and/ or intimation in accordance with such law. We have received necessary consents 391from the relevant lenders, debenture trustees and security trustees for ceding pari passu charge in favour of the Debenture Trustee in relation to the NCDs. The security shall be created prior to making the listing application for the NCDs with the Stock Exchange(s). Further, NCDs shall be considered as secured only if the charged asset is registered with sub-registrar and RoC or Central Registry of Securitisation Asset Reconstruction and Security Interest (“CERSAI”) or Depository etc., as applicable, or is independently verifiable by the Debenture Trustee. Pursuant to the SEBI Debenture Trustee Master Circular, our Company has entered into the Debenture Trustee Agreement with the Debenture Trustee and proposes to complete the execution of the Debenture Trust Deed before making the application for listing of the NCDs for the benefit of the NCD Holders, the terms of which shall govern the appointment of the Debenture Trustee and the issue of the NCDs. Without prejudice to the aforesaid, in the event our Company fails to execute the Debenture Trust Deed within the period specified in Regulation 18 of the SEBI NCS Regulations or such other time frame as may be stipulated from time-to- time, our Company shall also pay interest of at least 2% (two per cent) per annum to the NCD holders, over and above the interest rate on the NCDs specified in the relevant Tranche Prospectus, till the execution of the Debenture Trust Deed and in accordance with the applicable laws. The Company, with the approval of its shareholders in terms of the resolution passed under Section 180(1)(a) of the Companies Act, 2013, has, at its extraordinary general meeting held on May 26, 2014, provided consent to the Board of Directors to create charge on the assets of the Company and creation of such security for the Issue of the NCDs are within the authority of the Board. Other confirmations by the Debenture Trustee The Debenture Trustee has agreed that acceptance fee and service charges will be quoted during each tranche filing for the services as agreed in terms of the fee letter dated September 24, 2025. Debenture Redemption Reserve In accordance with recent amendments to the Companies Act, 2013, and the Companies (Share Capital and Debentures) Rules 2014, read with Regulation 16 of the SEBI NCS Regulations, any non-banking finance company that intends to issue debentures to the public are no longer required to create a DRR for the purpose of redemption of debentures. The Government, in the union budget for the Financial Year 2019-2020 had announced that non-banking finance companies raising funds in public issues would be exempt from the requirement of creating a DRR. Pursuant to Section 71 of the Companies Act, 2013 and Rule 18(7) of the Companies (Share Capital and Debentures) Rules, 2014, and as on the date of filing of this Draft Shelf Prospectus, the Company is not required to create DRR for the purpose of redemption of the NCDs. Accordingly, no debenture redemption reserve shall be created by our Company for the purpose of redemption of the NCDs or in connection with the Issue. The Company shall, as per the Companies (Share Capital and Debentures) Rules 2014 and other laws applicable from time to time, invest or deposit, as the case may be, the applicable amounts, within the specified timelines, in respect of debentures maturing during the year ending on the 3lst day of March of the next year, in any one or more methods of investments or deposits stipulated under the applicable law. Provided that the amount remaining invested or deposited, as the case may be, shall not at any time fall below the specified percentage, which is presently stipulated at 15% (fifteen percent) of the amount of the debentures maturing during the year ending on March 31 of the next year, in any of the following instruments or such other instruments as may be permitted under the applicable laws. 1. in deposits with any scheduled bank, free from any charge or lien; 2. in unencumbered securities of the Central Government or any State Government; 3. in unencumbered securities mentioned in sub-clause (a) to (d) and (ee) of section 20 of the Indian Trusts Act, 1882; 4. in unencumbered bonds issued by any other company which is notified under sub-clause (f) of section 20 of the Indian Trusts Act, 1882. Provided further that the amount invested or deposited as above shall not be used for any purpose other than for redemption of debentures maturing during the year referred above. Face value 392The face value of each of the NCD to be issued under this Issue shall be ₹ 1,000. Trustees for the NCD holders We have appointed IDBI Trusteeship Services Limited to act as the Debenture Trustee for the NCD Holders in terms of Regulation 8 of the SEBI NCS Regulations and Section 71(5) of the Companies Act, 2013 and the rules prescribed thereunder. We and the Debenture Trustee will execute a Debenture Trust Deed, before making the application for listing of NCDs, inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and us. The NCD Holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or authorised officials to do all such acts, deeds, matters and things in respect of or relating to the NCDs as the Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest of the NCD Holder(s). Any payment made by us to the Debenture Trustee on behalf of the NCD Holder(s) shall discharge us pro tanto to the NCD Holder(s). The Debenture Trustee will protect the interest of the NCD Holders in the event of default by us in regard to timely payment of interest and repayment of principal and they will take necessary action at our cost. The Debenture Trustee has undertaken the necessary due diligence in accordance with applicable laws, including the SEBI (Debenture Trustees) Regulations, 1993, read with the SEBI Debenture Trustee Master Circular. Events of Default 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 NCDs or with the sanction of a special resolution, passed at a meeting of the NCD Holders, (subject to being indemnified and/or secured by the NCD Holders to its satisfaction), give notice to our Company specifying that the NCDs and/or any particular Series of NCDs, in whole but not in part are and have become due and repayable on such date as may be specified in such notice inter alia if any of the events listed below occurs (and is not cured within the permissible cure period(s) set out under the Debenture Trust Deed). The description below is indicative; and a complete list of events of default and its consequences will be specified in the Debenture Trust Deed: Indicative list of Events of Default: i. Default is committed in payment of the principal amount of the NCDs on the due date(s); ii. Default is committed in payment of any interest on the NCDs on the due date(s); iii. Default is committed in the performance of any other covenants, conditions or agreements on the part of the Company under the Debenture Trust Deed or the other Transaction Documents or deeds entered into between the Company and the Debenture Holder(s)/ Beneficial Owner(s)/ Debenture Trustee; iv. Default is committed if any information given by the Company in the Prospectus, the Transaction Documents and/or other information furnished and/or the representations and warranties given/deemed to have been given by the Company to the Debenture Holder(s)/ Beneficial Owner(s) for financial assistance by way of subscription to the Debenture is or proves to be misleading or incorrect in any material respect or is found to be incorrect; v. Default is committed if the Company is unable to pay its material debts and has admitted in writing its inability to pay its debts as they mature; vi. The Company has voluntarily or involuntarily become the subject of proceedings under any bankruptcy or insolvency law or suffered any action to be taken for its reorganisation, liquidation or dissolution; vii. Default is committed if extraordinary circumstances have occurred which makes it impossible for the Company to fulfil its obligations under the Debenture Trust Deed and/or the Debentures; viii. The Company ceases to carry on its business or gives notice of its intention to do so; ix. Default is committed if the Company a receiver or liquidator has been appointed or allowed to be appointed for any or the entire part of the undertaking of the Company; 393x. If it becomes unlawful for the company to perform any of its obligations under any transaction document; xi. Any expropriation, attachment, sequestration, distress, execution or any other creditors’ process affects hypothecated properties of the Company; and xii. Except as stated in the Debenture Trust Deed and this Draft Shelf Prospectus, any security created at any time during the tenure of the NCDs, without prior written consent of the Debenture Trustee (if required) or unless otherwise provided for in the Debenture Trust Deed, the Company, attempts or purports to create any charge, mortgage, pledge, hypothecation, lien or other encumbrance over any of the hypothecated properties; Any other event described as an Event of Default in the Disclosure Documents/ Prospectus and the Transaction Documents. In accordance with the SEBI Debenture Trustee Master Circular, issued and as amended by SEBI for debenture trustees (“SEBI Debenture Trustee Master Circular”), post the occurrence of a “default”, the consent of the NCD Holders for entering into an inter-creditor agreement (the “ICA”)/ enforcement of security shall be sought by the debenture trustee after providing a notice to the investors in the manner stipulated under applicable law. Further, the meeting of the NCD Holders shall be held within the period stipulated under applicable law. In case(s) where majority of investors express their consent to enter into the ICA, the debenture trustee shall enter into the ICA on behalf of the investors upon compliance with the conditions as stipulated in the abovementioned circular. In case consents are not received for signing the ICA, the debenture trustee shall take further action, if any, as per the decision taken in the meeting of the investors. The consent of the majority of investors shall mean the approval of not less than 75% of the investors by value of the outstanding debt and 60% of the investors by number at the ISIN level. NCD holder not a shareholder The NCD Holders will not be entitled to any of the rights and privileges available to the equity and/or preference shareholders of our Company, except to the extent of the right to receive the annual reports of our Company and such other rights as may be prescribed under the Companies Act, 2013 and the rules prescribed thereunder and the SEBI Listing Regulations. Rights of the NCD holders Some of the significant rights available to the NCD holders are as follows: 1. The NCDs shall not, except as provided in the Companies Act, 2013, our Memorandum and Articles of Association and/or the Debenture Trust Deed, confer upon the holders thereof any rights or privileges available to our Company’s members/shareholders including, without limitation, the right to receive notices or annual reports of, or to attend and/or vote at any general meeting of our Company’s members/shareholders. However, if any resolution affecting the rights attached to the NCDs is to be placed before the members/shareholders of our Company, the said resolution will first be placed before the concerned registered NCD Holders, for their consideration. The opinion of the Debenture Trustee as to whether such resolution is affecting the right attached to the Secured NCDs is final and binding on Debenture Holders. In terms of Section 136 (1) of the Companies Act, 2013, holders of NCDs shall be entitled to a copy of the balance sheet and copy of trust deed on a specific request made to our Company. 2. Subject to applicable statutory/regulatory requirements and terms of the Debenture Trust Deed, including requirements of the RBI, the rights, privileges and conditions attached to the NCDs may be varied, modified and/or abrogated with the consent in writing of the holders of at least three-fourths of the outstanding amount of the NCDs or with the sanction of a special resolution passed at a meeting of the concerned NCD Holders, provided that nothing in such consent or resolution shall be operative against us, where such consent or resolution modifies or varies the terms and conditions governing the NCDs, if the same are not acceptable to us. 3. Subject to applicable statutory/regulatory requirements and terms of the Debenture Trust Deed, the registered NCD Holder or in case of joint-holders, the one whose name stands first in the register of debenture holders shall be entitled to vote in respect of such NCDs, either in person or by proxy, at any meeting of the concerned NCD Holders and every such holder shall be entitled to one vote on a show of hands and on a poll, his/her voting rights on every resolution placed before such meeting of the NCD Holders shall be in proportion to the outstanding nominal value of NCDs held by him/her. 4. The NCDs are subject to the provisions of the SEBI NCS Regulations, the Companies Act, 2013, the Memorandum and Articles of Association of our Company, the terms of this Draft Shelf Prospectus, the Draft Shelf Prospectus, relevant Tranche Prospectus, the Application Forms, the terms and conditions of the Debenture Trust Deed, 394requirements of the RBI, other applicable statutory and/or regulatory requirements relating to the issue and listing, of securities and any other documents that may be executed in connection with the NCDs. 5. The Depositories shall maintain the up to date record of holders of the NCDs in dematerialised Form. In terms of Section 88(3) of the Companies Act, 2013, the register and index of beneficial of NCDs maintained by a Depository for any NCD in dematerialised form under Section 11 of the Depositories Act shall be deemed to be a Register of NCD holders for this purpose. 6. A register of NCD Holders holding NCDs in physical form pursuant to rematerialisation of NCDs issued pursuant to this Issue (“Register of NCD Holders”) will be maintained in accordance with Section 88 of the Companies Act, 2013 and all interest/ redemption amounts and principal sums becoming due and payable in respect of the NCDs will be paid to the registered holder thereof for the time being or in the case of joint-holders, to the person whose name stands first in the Register of NCD Holders as on the Record Date. For the NCDs issued in dematerialised form, the Depositories shall also maintain the up to date record of holders of the NCDs in dematerialised Form. In terms of Section 88(3) of the Companies Act, 2013, the register and index of beneficial of NCDs maintained by a Depository for any NCDs in dematerialised form under Section 11 of the Depositories Act shall be deemed to be a Register of NCD holders for this purpose. 7. Subject to compliance with RBI requirements, the NCDs can be rolled over only with the consent of the holders in accordance with Regulation 39 of the SEBI NCS Regulations. Our Company may redeem the debt securities of all the debt securities holders, who have not given their positive consent to the roll-over. The aforementioned rights of the NCD Holders are merely indicative. The final rights of the NCD Holders will be as per the terms of the Shelf Prospectus, respective Tranche Prospectus and the Debenture Trust Deed. Nomination facility to NCD Holder In accordance with Rule 19 of the Companies (Share Capital and Debentures) Rules, 2014 (“Rule 19”) and Section 72 of the Companies Act, 2013, the sole NCD holder, or first NCD holder, along with other joint NCD Holders’ (being individual(s)), may nominate, in the Form No. SH.13, any one person with whom, in the event of the death of Applicant the NCDs were Allotted, if any, will vest. Where the nomination is made in respect of the NCDs held by more than one person jointly, all joint holders shall together nominate in Form No.SH.13 any person as nominee. A nominee entitled to the NCDs by reason of the death of the original holder(s), will, in accordance with Rule 19 and Section 56 of the Companies Act, 2013, be entitled to the same benefits to which he or she will be entitled if he or she were the registered holder of the NCDs. Where the nominee is a minor, the NCD holder(s) may make a nomination to appoint, in Form No. SH.14, any person to become entitled to NCDs in the event of the holder’s death during minority. A nomination will stand rescinded on a sale/transfer/alienation of NCDs by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on request at our Registered Office, Corporate Office or with the Registrar to the Issue. NCD Holder(s) are advised to provide the specimen signature of the nominee to us to expedite the transmission of the NCD(s) to the nominee in the event of demise of the NCD Holder(s). The signature can be provided in the Application Form or subsequently at the time of making fresh nominations. This facility of providing the specimen signature of the nominee is purely optional. In accordance with Rule 19, read with the applicable provisions of the Companies Act, 2013, any person who becomes a nominee will on the production of such evidence as may be required by the Board, elect either: • to register himself or herself as holder of NCDs; or • to make such transfer of the NCDs, as the deceased holder could have made. Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the NCDs, and if the notice is not complied with, within a period of 90 days, our Board may thereafter withhold payment of all interests or other monies payable in respect of the NCDs, until the requirements of the notice have been complied with. A nomination may be cancelled or varied by nominating any other person in place of the present nominee, by the Debenture Holder who has made the nomination, by giving a notice of such cancellation or variation in the prescribed 395manner as per applicable laws. The cancellation or variation shall take effect from the date on which the notice of such variation or cancellation is received. For all NCDs held in the dematerialised form, nominations registered with the respective Depository Participant of the Applicant would prevail, there is no need to make a separate nomination with our Company. If the investors require changing their nomination, they are requested to inform their respective Depository Participant in connection with NCDs held in the dematerialised form. Since the allotment of NCDs will be made only in dematerialised mode, there is no need to make a separate nomination with our Company. Nominations registered with the respective Depository Participant of the Applicant would prevail. If the investors require changing their nomination, they are requested to inform their respective Depository Participant. Applicants who have opted for rematerialisation of NCDs and are holding the NCDs in the physical form should provide required details in connection with their nominee to our Company. Jurisdiction Exclusive jurisdiction for the purpose of the Issue is with the competent courts of jurisdiction in New Delhi, India. Application in the Issue NCDs being issued through this Draft Shelf Prospectus can be applied for, through a valid Application Form filled in by the applicant along with attachments, as applicable. Further, Applications in this Issue shall be made through the ASBA facility only (including Applications made by UPI Investors under the UPI Mechanism). In terms of Regulation 7 of SEBI NCS Regulations, our Company will make public issue of the NCDs in the dematerialised form only. However, in the terms of Section 8(1) of the Depositories Act, our Company at the request of the Investors who wish to hold the NCDs in physical form will rematerialise the NCDs. However, trading of the NCDs shall be compulsorily in dematerialised form only. Form of Allotment and Denomination of NCDs The trading of the NCDs on the Stock Exchange shall be in dematerialised form only in multiples of one (1) NCD (“Market Lot”). Allotment in the Issue to all Allottees, will be in electronic form i.e., in dematerialised form and in multiples of one NCD. A successful Applicant can also request for the issue of NCDs certificates in the denomination of 1 (one) NCD at any time post allotment of the NCDs (“Market Lot”). It is however distinctly to be understood that the NCDs pursuant to this issue shall be traded only in demat form. In respect of consolidated certificates, we will, only upon receipt of a request from the NCD Holder, split such consolidated certificates into smaller denominations subject to the minimum of Market Lot. No fees would be charged for splitting of NCD certificates in Market Lots, but stamp duty payable, if any, would be borne by the NCD Holder. The request for splitting should be accompanied by the original NCD certificate which would then be treated as cancelled by us. For details of allotment, please see “Issue Procedure” on page 408. Register of NCD holders No transfer of title of a NCD will be valid unless and until entered on the Register of NCD Holders (for re materialized NCDs) or the register and index of NCD Holders maintained by the Depository prior to the Record Date. In the absence of transfer being registered, interest and/or Redemption Amount, as the case may be, will be paid to the person, whose name appears first in the Register of NCD Holders maintained by the Depositories and/or our Company and/or the Registrar, as the case may be. In such cases, claims, if any, by the purchasers of the NCDs will need to be settled with the seller of the NCDs and not with our Company or the Registrar. The provisions relating to transfer and transmission 396and other related matters in respect of our Company’s shares contained in the Articles of Association of our Company and the Companies Act shall apply, mutatis mutandis (to the extent applicable) to the NCDs as well. Transfer/Transmission of NCD(s) The NCDs shall be transferred or transmitted freely in accordance with the applicable provisions of the Companies Act, 2013. The NCDs held in dematerialised form shall be transferred subject to and in accordance with the rules/procedures as prescribed by NSDL/CDSL and the relevant DPs of the transfer or transferee and any other applicable laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/redemption will be made to the person, whose name appears in the register of debenture holders maintained by the Depositories. In such cases, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer or Registrar. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant. Please see “Issue Structure – Interest rate for each category of investor” on page 381 for the implications on the interest applicable to NCDs held by different category of Investors on the Record Date. Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2018 (“SEBI LODR IV Amendment”) read with SEBI Press Release (no.49/2018) dated December 3, 2018, NCDs held in physical form, pursuant to any rematerialisation, as above, cannot be transferred except by way of transmission or transposition, from April 1, 2019. However, any trading of the NCDs issued pursuant to this Issue shall be compulsorily in dematerialised form only. Title In case of: • the NCD are held in the dematerialised form, the NCD Holder for the time being appearing in the record of beneficial owners maintained by the Depository shall be treated for all purposes by our Company, the Debenture Trustee, the Depositories and all other persons dealing with such person as the holder thereof and its absolute owner for all purposes. • the NCD are held in physical form, pursuant to any rematerialisation, the person for the time being appearing in the Register of Debenture Holders as Debenture Holder shall be treated for all purposes by our Company, the Debenture Trustee, the Depositories and all other persons dealing with such person as the holder thereof and its absolute owner for all purposes regardless of any notice of ownership, trust or any interest in it or any writing on, theft or loss of the Consolidated NCD Certificate issued in respect of the NCDs and no person will be liable for so treating the Debenture Holder. No transfer of title of NCD will be valid unless and until entered on the Register of Debenture Holders or the register and index of Debenture Holders maintained by the Depository prior to the Record Date. In the absence of transfer being registered, interest and/or Maturity Amount, as the case may be, will be paid to the person, whose name appears first in the Register of Debenture Holders maintained by the Depositories and/or our Company and/or the Registrar, as the case may be. In such cases, claims, if any, by the purchasers of the NCDs will need to be settled with the seller of the NCDs and not with our Company or the Registrar. Succession Where NCDs are held in joint names and one of the joint holders dies, the survivor(s) will be recognised as the NCD Holder(s). It will be sufficient for our Company to delete the name of the deceased NCD Holder after obtaining satisfactory evidence of his death. Provided, a third person may call on our Company to register his name as successor of the deceased NCD Holder after obtaining evidence such as probate of a will for the purpose of proving his title to the debentures. In the event of demise of the sole or first holder of the Debentures, our Company will recognise the executors or administrator of the deceased NCD Holders, or the holder of the succession certificate or other legal representative as having title to the Debentures only if such executor or administrator obtains and produces probate or letter of administration or is the holder of the succession certificate or other legal representation, as the case may be, from an appropriate court in India. The directors of our Company in their absolute discretion may, in any case, dispense with production of probate or letter of administration or succession certificate or other legal representation. In case of death of NCD Holders who are holding NCDs in dematerialised form, third person is not required to approach the Company to 397register his name as successor of the deceased Debenture Holder. He shall approach the respective Depository Participant of the Debenture Holder for this purpose and submit necessary documents as required by the Depository Participant Where a non-resident Indian becomes entitled to the NCDs by way of succession, the following steps have to be complied with: 1. Documentary evidence to be submitted to the Legacy Cell of the RBI to the effect that the NCDs were acquired by the non-resident Indian as part of the legacy left by the deceased NCD Holder. 2. Proof that the non-resident Indian is an Indian national or is of Indian origin. 3. Such holding by a non-resident Indian will be on a non-repatriation basis. Joint holders Where two or more persons are holders of any NCD(s), they shall be deemed to hold the same as joint holders with benefits of survivorship subject to other provisions contained in the Articles. Procedure for Re-materialisation of NCDs NCD Holders who wish to hold the NCDs in physical form may do so by submitting a request to their DP at any time after Allotment in accordance with the applicable procedure stipulated by the DP, in accordance with the Depositories Act and/or rules as notified by the Depositories from time to time. Holders of NCDs who propose to rematerialise their NCDs, would have to mandatorily submit details of their bank mandate along with a copy of any document evidencing that the bank account is in the name of the holder of such NCDs and their Permanent Account Number to our Company and the DP. No proposal for rematerialisation of NCDs would be considered if the aforementioned documents and details are not submitted along with the request for such rematerialisation. Restriction on transfer of NCDs There are no restrictions on transfers and transmission of NCDs allotted pursuant to this Issue. Pursuant to the SEBI LODR IV Amendment, NCDs held in physical form, pursuant to any rematerialisation, as above, cannot be transferred except by way of transmission or transposition, from April 1, 2019. However, any trading of the NCDs issued pursuant to this Issue shall be compulsorily in dematerialised form only. Period of Subscription ISSUE PROGRAMME* ISSUE OPENS ON As specified in respective Tranche Prospectus ISSUE CLOSES ON As specified in respective Tranche Prospectus PAY IN DATE Application Date. The entire Application Amount is payable on Application DEEMED DATE OF The date on which the Board or the Securities Issuance and Investment Committee approves the ALLOTMENT Allotment of the NCDs for this Issue or such date as may be determined by the Board of Directors or the Securities Issuance and Investment Committee and notified to the Designated Stock Exchange. The actual Allotment of NCDs may take place on a date other than the Deemed Date of Allotment. All benefits relating to the NCDs including interest on NCDs (as specified in each Tranche Issue by way if this the relevant Tranche Prospectus) shall be available to NCD Holders from the Deemed Date of Allotment. * The Issue shall remain open for subscription on Working Days from 10:00 a.m. to 5:00 p.m. (Indian Standard Time) during the period indicated in the relevant Tranche Prospectus, except that the Issue may close on such earlier date or extended date as may be decided by the Board of Directors of our Company or Securities Issuance and Investment Committee thereof, subject to compliance with Regulation 33A of the SEBI NCS Regulations and receipt of necessary approvals. In the event of an early closure or extension of the Issue, our Company shall ensure that notice of the same is provided to the prospective investors through an advertisement in in all the newspapers in which pre-issue advertisement and advertisement for opening or closure of the Issue have been given on or before such earlier or extended date of Issue closure. On the Issue Closing Date, the Application Forms will be accepted only between 10:00 a.m. and 3:00 p.m. (Indian Standard Time) and uploaded until 5:00 p.m. or such extended time as may be permitted by the BSE and NSE. Further, pending mandate requests for bids placed on the last day of bidding will be validated by 5:00 p.m. (Indian Standard Time) on one Working Day post the Issue Closing Date. For further details please refer to the section titled “Issue Related Information” on page 381. Due to limitation of time available for uploading the Applications on the Issue Closing Date, Applicants are advised to submit their Application Forms one (1) day prior to the Issue Closing Date and, no later than 3.00 p.m. (Indian Standard Time) on the Issue Closing Date. Applicants are cautioned that in the event a large number of Applications are received on the Issue Closing Date, there may be some Applications which are not uploaded due to lack of sufficient time to upload. Such Applications that cannot be uploaded will not be considered for allocation under the Issue. Application 398Forms will only be accepted on Working Days during the Issue Period. Neither our Company, nor the Lead Managers or Trading Members of the Stock Exchanges, nor any Member of the Syndicate or Designated Branches of SCSBs is liable for any failure in uploading the Applications due to failure in any software/ hardware systems or otherwise. Please note, with each category of Investors, the Basis of Allotment under the Issue will be on the basis of date of upload of each application into the electronic book of the Stock Exchanges in accordance with the SEBI NCS Master Circular. However, in the event of oversubscription, on such date and thereafter, the allotments would be made to the applicants on proportionate basis. Interest/ Premium and Payment of Interest/ Premium Interest on NCDs As specified in the relevant Tranche Prospectus. Basis of Payment of Interest As specified in the relevant Tranche Prospectus. Taxation Income tax is deductible at source at the rate of 10% on interest on debentures held by resident Indians (other than insurance companies), at the time of credit/ payment, as per the provisions of section 193 of the IT Act. Further, Tax will be deducted at source at reduced rate or no tax will be deducted at source in the following cases: a) When the Assessing Officer issues a certificate on an application by a Debenture Holder on satisfaction that the total income of the Debenture holder justifies no/lower deduction of tax at source as per the provisions of section 197(1) of the IT Act; and that a valid certificate is filed with the Company before the prescribed date of closure of books for payment of debenture interest; b) When the resident Debenture Holder with Permanent Account Number (“PAN”) (not being a company or a firm) submits a declaration as per the provisions of section 197A(1A) of the IT Act in the prescribed Form 15G verified in the prescribed manner to the effect that the tax on his estimated total income of the financial year in which such income is to be included in computing his total income will be Nil. However, under section 197A(1B) of the IT Act, Form 15G cannot be submitted nor considered for exemption from tax deduction at source if the dividend income referred to in section 194 of the IT Act, 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; and d) In all other situations, tax would be deducted at source as per prevailing provisions of the IT Act. Form No. 15G with PAN/ Form No.15H with PAN/ Certificate issued under section 197(1) of the IT Act has to be filed with the Company before the prescribed date of closure of books for payment of debenture interest without any withholding tax. The aforesaid documents, as may be applicable, should be submitted at the office of the Registrar to the Issue quoting 7 (seven) days prior to the Record Date to ensure non-deduction/lower deduction of tax at source from interest on the NCD. The investors need to submit Form 15H/ 15G/ certificate in original with the Assessing Officer for each Fiscal during the currency of the NCD to ensure non-deduction or lower deduction of tax at source from interest on the NCD. Tax exemption certificate/document, if any, must be lodged at the office of the Registrar to the Issue at least 7 (seven) days prior to the Record Date or as specifically required, failing which tax applicable on interest will be deducted at source on accrual thereof in our Company’s books and/or on payment thereof, in accordance with the provisions of the 399IT Act and/or any other statutory modification, enactment or notification as the case may be. A tax deduction certificate will be issued for the amount of tax, so deducted. For further details, please see the section “Statement of Possible Tax Benefits” on page 97. As per the I.T. Act, no tax is required to be deducted on any interest payable on any security issued by a company, where such security is in dematerialized form and is listed on a recognized stock exchange in India in accordance with the Securities Contracts (Regulation) Act, 1956 and the rules made thereunder. However, the Finance Act, 2023 has omitted the aforesaid exemption and thus, any interest paid on or after 1 April 2023, with respect to any security issued by a company, where such security is in dematerialized form and is listed on a recognized stock exchange in India in accordance with the SCRA and the rules made thereunder shall be liable to tax withholding as applicable. If the date of interest payment falls on a Saturday, Sunday or a public holiday in Delhi or any other payment centre notified in terms of the Negotiable Instruments Act, 1881, then interest would be paid on the next working day. Payment of interest would be subject to the deduction as prescribed in the I.T. Act or any statutory modification or re-enactment thereof for the time being in force. Subject to the terms and conditions in connection with computation of applicable interest on the Record Date as stated in the section titled “Issue Procedure” on page 408. Please note that in case the NCDs are transferred and/or transmitted in accordance with the provisions of this Draft Shelf Prospectus read with the provisions of the Articles of Association of our Company, the transferee of such NCDs or the transferee of the deceased holder of NCDs, as the case may be, shall be entitled to any interest which may have accrued on the NCDs. Day count convention Interest shall be computed on actual/actual basis i.e., on the principal outstanding on the NCDs as per the SEBI NCS Master Circular. Effect of holidays on payments If the date of payment of interest does not fall on a Working Day, then the interest payment will be made on succeeding Working Day (the “Effective Date”), however the calculation for future interest payments will continue to be as per the schedule originally stipulated. The dates of the future interest payments would continue to be as per the originally stipulated schedule. Payment of interest will be subject to the deduction of tax as per Income Tax Act or any statutory modification or re-enactment thereof for the time being in force. In case the Maturity Date (also being the last Interest Payment Date) does not fall on a Working Day, the payment will be made on the immediately preceding Working Day, along with coupon/interest accrued on the NCDs until but excluding the date of such payment. The interest/redemption payments shall be made only on the days when the money market is functioning in Mumbai. Illustration for guidance in respect of the day count convention and effect of holidays on payments The illustration for guidance in respect of the day count convention and effect of holidays on payments, as required by SEBI NCS Master Circular will be a disclosed in the relevant Tranche Prospectus for each Tranche Issue. Deemed date of allotment The date on which the Board or the Securities Issuance and Investment Committee approves the Allotment of the NCDs for the Issue or such date as may be determined by the Board of Directors or the Securities Issuance and Investment Committee and notified to the Designated Stock Exchange. The actual Allotment of NCDs may take place on a date other than the Deemed Date of Allotment. All benefits relating to the NCDs including interest on NCDs (as specified for this Issue by way of this Draft Shelf Prospectus) shall be available to NCD Holders from the Deemed Date of Allotment. Application size As specified in the relevant Tranche Prospectus. Applicants can apply for any or all types of NCDs offered hereunder (any/all Series) provided the Applicant has applied for minimum application size using the same Application Form. 400Applicants are advised to ensure that applications made by them do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable statutory and or regulatory provisions. Maturity and redemption Put/ call option As specified in the relevant Tranche Prospectus. Form and denomination As specified in the relevant Tranche Prospectus. Terms of Payment The entire issue price per NCD is blocked in the ASBA Account on application itself. In case of allotment of lesser number of NCDs than the number of NCDs applied for, our Company shall instruct the SCSBs to unblock the excess amount blocked on application in accordance with the terms of the Draft Shelf Prospectus. Manner of payment of interest/ refund/ redemption The manner of payment of interest / refund / redemption in connection with the NCDs is set out below: For NCDs held in physical form on account of rematerialisation The bank details will be obtained from the Registrar to the Issue for payment of interest/ refund/ redemption as the case may be along with the rematerialisation request. For NCDs applied / held in electronic form: The bank details will be obtained from the Depositories for payment of Interest / refund / redemption as the case may be. Applicants who have applied for or are holding the NCDs in electronic form, are advised to immediately update their bank account details as appearing on the records of the depository participant. Please note that failure to do so could result in delays in credit of refunds to the Applicant at the Applicant’s sole risk, and the Lead Managers, our Company nor the Registrar to the Issue shall have any responsibility and undertake any liability for the same. The mode of interest/ refund/ redemption payments shall be undertaken in the following order of preference: 1. Direct Credit Investors having their bank account with the Refund Bank, shall be eligible to receive refunds, if any, through direct credit. The refund amount, if any, would be credited directly to their bank account with the Refund Banker. 2. NACH National Automated Clearing House which is a consolidated system of ECS. Payment of refund would be done through NACH for Applicants having an account at one of the centres specified by the RBI, where such facility has been made available. This would be subject to availability of complete bank account details including Magnetic Ink Character Recognition (MICR) code wherever applicable from the depository. The payment of refund through NACH is mandatory for Applicants having a bank account at any of the centres where NACH facility has been made available by the RBI (subject to availability of all information for crediting the refund through NACH including the MICR code as appearing on a cheque leaf, from the depositories), except where applicant is otherwise disclosed as eligible to get refunds through NEFT or Direct Credit or RTGS. 3. RTGS Applicants having a bank account with a participating bank and whose interest payment/ refund/ redemption amounts exceed ₹ 2,00,000, or such amount as may be fixed by RBI from time to time, have the option to receive refund through RTGS. Such eligible Applicants who indicate their preference to receive interest payment/ refund/ redemption through RTGS are required to provide the IFSC code in the Application Form or intimate our Company 401and the Registrar to the Issue at least 7 (seven) days prior to the Record Date. Charges, if any, levied by the Applicant’s bank receiving the credit would be borne by the Applicant. In the event the same is not provided, interest payment/ refund/ redemption shall be made through NACH subject to availability of complete bank account details for the same as stated above. 4. NEFT Payment of interest/ refunds/ redemption shall be undertaken through NEFT wherever the Applicants’ banks have been assigned the Indian Financial System Code (“IFSC”), which can be linked to a Magnetic Ink Character Recognition (“MICR”), if any, available to that particular bank branch. The IFSC Code will be obtained from the website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the Applicants have registered their nine digit MICR number and their bank account number while opening and operating the demat account, the same will be duly mapped with the IFSC Code of that particular bank branch and the payment of interest/ refund/ redemption will be made to the applicants through this method. 5. Registered Post/Speed Post For all other applicants, including those who have not updated their bank particulars with the MICR code, the interest payment/ refund/ redemption orders shall be dispatched through speed post/ registered post only to Applicants that have provided details of a registered address in India. Please note that applicants are eligible to receive payments through the modes detailed in (1), (2) (3), and (4) herein above provided they provide necessary information for the above modes and where such payment facilities are allowed/ available. Please note that our Company shall not be responsible to the holder of NCD, for any delay in receiving credit of interest/ refund/ redemption so long as our Company has initiated the process of such request in time. In case of ASBA Applicants, the Registrar to the Issue will issue requisite instructions to the relevant SCSBs to un- block amounts in the ASBA Accounts of the Applicants representing the amounts to be refunded to the Applicants. 6. The Registrar to the Issue shall instruct the relevant SCSB or in case of Bids by Retail Individual Investors applying through the UPI Mechanism to the Sponsor Bank, to revoke the mandate and to unblock the funds in the relevant ASBA Account to the extent of the Application Amount specified in the Application Forms for withdrawn, rejected or unsuccessful or partially successful Applications within 6 (six) Working Days of the Issue Closing Date or such lesser time as may be specified by SEBI. Printing of bank particulars on interest/ redemption warrants As a matter of precaution against possible fraudulent encashment of refund orders and interest/redemption warrants due to loss or misplacement, the particulars of the Applicant’s bank account are mandatorily required to be given for printing on the orders/ warrants. In relation to NCDs applied and held in dematerialised form, these particulars would be taken directly from the depositories. In case of NCDs held in physical form either on account of rematerialisation or transfer, the investors are advised to submit their bank account details with our Company/ Registrar at least 7 (seven) days prior to the Record Date failing which the orders/ warrants will be dispatched to the postal address of the holder of the NCDs as available in the records of our Company. Bank account particulars will be printed on the orders/ warrants which can then be deposited only in the account specified. Loan against NCDs Pursuant to the RBI Circular dated June 27, 2013, our Company, being an NBFC, is not permitted to extend any loans against the security of its NCDs. Buy back of NCDs Our Company may, at its sole discretion, from time to time, consider, subject to applicable statutory and/or regulatory requirements, buyback of NCDs, upon such terms and conditions as may be decided by our Company. Our Company may from time to time invite the NCD Holders to offer the NCDs held by them through one or more buy- back schemes and/or letters of offer upon such terms and conditions as our Company may from time to time determine, 402subject to applicable statutory and/or regulatory requirements. Such NCDs which are bought back may be extinguished, re-issued and/or resold in the open market with a view of strengthening the liquidity of the NCDs in the market, subject to applicable statutory and/or regulatory requirements. Record date 15 (fifteen) days prior to the relevant Interest Payment Date, relevant Redemption Date for NCDs issued under the relevant Tranche Prospectus or as may be otherwise prescribed by the Stock Exchanges. In case of redemption of NCDs, the trading in the NCDs shall remain suspended between the record date and the date of redemption. In event the Record Date falls on a Sunday or holiday of Depositories, the succeeding Working Day or a date notified by the Company to the Stock Exchanges shall be considered as Record Date. Procedure for Redemption by NCD holders NCDs held in physical form pursuant to rematerialisation of NCDs: No action would ordinarily be required on the part of the NCD Holder at the time of redemption and the redemption proceeds would be paid to those NCD Holders whose names stand in the register of debenture holders maintained by us on the Record Date fixed for the purpose of Redemption. However, our Company may require that the NCD certificate(s), duly discharged by the sole holder/all the joint-holders (signed on the reverse of the NCD certificates) be surrendered for redemption on maturity and should be sent by the NCD Holders by Registered Post with acknowledgment due or by hand delivery to our office or to such persons at such addresses as may be notified by us from time to time. NCD Holders may be requested to surrender the NCD certificates in the manner as stated above, not more than three months and not less than one month prior to the redemption date so as to facilitate timely payment. We may at our discretion redeem the NCDs without the requirement of surrendering of the NCD certificates by the holder(s) thereof. In case we decide to do so, the holders of NCDs need not submit the NCD certificates to us and the redemption proceeds would be paid to those NCD holders whose names stand in the register of debenture holders maintained by us on the Record Date fixed for the purpose of redemption of NCDs. In such case, the NCD certificates would be deemed to have been cancelled. Also see the para “Payment on Redemption” given below. NCDs held in electronic form: No action is required on the part of NCD holder(s) at the time of redemption of NCDs. Payment on redemption The manner of payment of redemption is set out below*. NCDs held in physical form on account of rematerialisation The payment on redemption of the NCDs will be made by way of cheque/pay order/ electronic modes. However, if our Company so requires, the aforementioned payment would only be made on the surrender of NCD certificates, duly discharged by the sole holder/ all the joint holders (signed on the reverse of the NCD certificates). Despatch of cheques/ pay orders, etc. in respect of such payment will be made on the redemption date or (if so requested by our Company in this regard) within a period of 30 (thirty) days from the date of receipt of the duly discharged NCD certificate. In case we decide to do so, the redemption proceeds in the manner stated above would be paid on the redemption date to those NCD Holders whose names stand in the register of debenture holders maintained by us on the Record Date fixed for the purpose of Redemption. Hence the transferees, if any, should ensure lodgement of the transfer documents with us at least 7 (seven) days prior to the Record Date. In case the transfer documents are not lodged with us at least 7 (seven) days prior to the Record Date and we dispatch the redemption proceeds to the transferor, claims in respect of the redemption proceeds should be settled amongst the parties inter se and no claim or action shall lie against us or the Registrar to the Issue. Our liability to NCD Holders towards his/their rights including for payment or otherwise shall stand extinguished from the redemption in all events and when we dispatch the redemption amounts to the NCD Holders. Further, we will not be liable to pay any interest, income or compensation of any kind from the date of redemption of the NCDs. 403NCDs held in electronic form On the redemption date, redemption proceeds would be paid by cheque/ pay order/ electronic mode to those NCD Holders whose names appear on the list of beneficial owners given by the Depositories to us. These names would be as per the Depositories’ records on the Record Date fixed for the purpose of redemption. These NCDs will be simultaneously extinguished to the extent of the amount redeemed through appropriate debit corporate action upon redemption of the corresponding value of the NCDs. It may be noted that in the entire process mentioned above, no action is required on the part of NCD Holders. Our liability to NCD Holders towards his/their rights including for payment or otherwise stand extinguished from the date of redemption in all events and when we dispatch the redemption amounts to the NCD Holders. Further, we will not be liable to pay any interest, income or compensation of any kind from the date of redemption of the NCDs. * In the event, the interest/ payout of total coupon/ redemption amount is a fraction and not an integer, such amount will be rounded off to the nearest integer. By way of illustration if the redemption amount is ₹1,837.50, then the amount shall be rounded off to ₹1,838. Recovery expense fund The Company has created a recovery expense fund and deposited an amount of ₹ 25 lakhs towards recovery expense fund (the “Recovery Expense Fund” or “REF”) with the Designated Stock Exchange in the manner as specified by SEBI from time to time and informed the Debenture Trustee about the same. The Recovery Expense fund may be utilised by Debenture Trustee, in the event of default by the Company, for taking appropriate legal action to enforce the security. Issue of duplicate NCD certificate(s) If any NCD certificate(s) is/are mutilated or defaced or the cages for recording transfers of NCDs are fully utilised, the same may be replaced by us against the surrender of such certificate(s). Provided, where the NCD certificate(s) are mutilated or defaced, the same will be replaced as aforesaid only if the certificate numbers and the distinctive numbers are legible. If any NCD certificate is destroyed, stolen or lost then upon production of proof thereof to our satisfaction and upon furnishing such indemnity/security and/or documents as we may deem adequate, duplicate NCD certificate(s) shall be issued. Upon issuance of a duplicate NCD certificate, the original NCD certificate shall stand cancelled. Right to reissue NCD(s) Subject to the provisions of the Companies Act, 2013, where we have fully redeemed or repurchased any NCDs, we shall have and shall be deemed always to have had the right to keep such NCDs in effect without extinguishment thereof, for the purpose of resale or re-issue and in exercising such right, we shall have and be deemed always to have had the power to resell or reissue such NCDs either by reselling or re-issuing the same NCDs or by issuing other NCDs in their place. The aforementioned right includes the right to reissue original NCDs. Sharing of information We may, at our option, use on our own, as well as exchange, share or part with any financial or other information about the NCD Holders available with us, with our Subsidiary, if any and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither we or our affiliates nor their agents shall be liable for use of the aforesaid information. Notices All notices to the NCD Holder(s) required to be given by us or the Debenture Trustee shall be published in one English language newspaper having wide circulation and one regional language daily newspaper at the place where the registered office of the Company is situated and/or will be sent by post/ courier or through email or other electronic media to the Registered Holders of the NCD(s) from time to time. 404Future Borrowings We will be entitled to borrow/raise loans or avail of financial assistance in whatever form as also to issue debentures/ NCDs/other securities in any manner having such ranking in priority, pari passu or otherwise, subject to applicable consents, approvals, intimations or permissions that may be required under any statutory/regulatory/contractual requirement, and subject to the stipulated minimum security cover being maintained, and no event of default has occurred and is continuing and change the capital structure including the issue of shares of any class, on such terms and conditions, as we may think appropriate. If the future borrowing leads to the change in structure of existing debt(s), the Issuer shall, as per the applicable laws, be permitted to borrow after obtaining the consent of or intimation to the Debenture Holders or the Debenture Trustee acting on behalf and for the benefit of the Debenture Holders, as appropriate. Furthermore, the Issuer shall ensure if the assets are already charged to secure a debt, the permissions or consents to create a second or pari passu charge on such assets of the Issuer have been obtained from the earlier creditor in accordance with applicable laws. Impersonation As a matter of abundant caution, attention of the Investors is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, 2013 which is reproduced below: “Any person who: (a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or (b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or (c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under section 447.” The liability prescribed under Section 447 of the Companies Act 2013 for fraud involving an amount of at least ₹ 0.10 crore or 1.00% of the turnover of the Company, whichever is lower, includes imprisonment for a term which shall not be less than six months extending up to 10 years (provided that where the fraud involves public interest, such term shall not be less than three years) and fine of an amount not less than the amount involved in the fraud, extending up to three times of such amount. In case the fraud involves (i) an amount which is less than ₹ 0.10 crore or 1.00% of the turnover of the Company, whichever is lower; and (ii) does not involve public interest, then such fraud is punishable with an imprisonment for a term extending up to five years or a fine of an amount extending up to ₹ 0.50 crore or with both. Pre-closure Our Company, in consultation with the Lead Managers reserves the right to close the Issue at any time prior to the Issue Closing Date, subject to receipt of minimum subscription or as may be specified in the Shelf Prospectus and relevant Tranche Prospectus. Our Company shall allot NCDs with respect to the Applications received until the time of such pre- closure in accordance with the Basis of Allotment as described herein and subject to applicable statutory and/or regulatory requirements. In the event of such early closure of the Issue, our Company shall ensure that public notice of such early closure is published on or before such early date of closure or the Issue Closing Date, as applicable, through advertisement(s) in all those newspapers in which pre-issue advertisement and advertisement for opening or closure of the issue have been given. Minimum subscription In terms of the SEBI NCS Regulations, for an issuer undertaking a public issue of debt securities, the minimum subscription for public issue of debt securities shall be 75% of the Base Issue Size. If our Company does not receive the minimum subscription of 75% of the Base Issue Size, prior to the Issue Closing Date the entire subscription amount shall be unblocked in the Applicants ASBA Account within eight (8) Working Days from the date of closure of the Issue or such time as may be specified by SEBI. In the event, there is a delay, by our Company in unblocking aforesaid ASBA Accounts within the prescribed time limit, our Company will pay interest at the rate of 15% per annum for the delayed period. Under Section 39(3) of the Companies Act, 2013 and Rule 11(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 if the stated minimum subscription amount is not received within the specified period, the application money received is to be credited only to the bank account from which the subscription was remitted. To the extent possible, where the required information for making such refunds is available with our Company and/or Registrar, refunds will be made to the account prescribed. However, where our Company and/or Registrar does not have the 405necessary information for making such refunds, our Company and/or Registrar will follow the guidelines prescribed by SEBI in this regard in the SEBI NCS Master Circular. Utilisation of Application Amount The sum received in respect of the Issue will be kept in separate bank accounts until the documents for creation of security are executed and on receipt of listing and trading approval we will have access to such funds as per applicable provisions of law(s), regulations and approvals. Utilisation of Issue Proceeds 1. All monies received pursuant to the issue of NCDs to public shall be transferred to a separate bank account as referred to in sub-section (3) of section 40 of the Companies Act, 2013 and the SEBI NCS Regulations, and our Company will comply with the conditions as stated therein, and these monies will be transferred to Company’s bank account after receipt of listing and trading approvals; 2. The allotment letter shall be issued, or application money shall be refunded in accordance with the Applicable Law failing which interest shall be due to be paid to the applicants at the rate of 15% per annum for the delayed period; 3. Details of all utilised and unutilised monies out of the monies collected out of this Issue and previous issues made by way of public offers, if any, shall be disclosed under an appropriate separate head in our balance sheet till the time any part of the proceeds of such issue remain unutilised, indicating the purpose for which such monies have been utilised and the securities or other forms of financial assets in which such unutilized monies have been invested; 4. The Issue proceeds shall not be utilised towards full or part consideration for the purchase or any other acquisition, inter alia, by way of a lease, of any immovable property; 5. We shall utilise the Issue proceeds only after (i) receipt of minimum subscription, i.e., 75% of the Base Issue Size pertaining to this Issue; (ii) completion of Allotment and refund process in compliance with Section 40 of the Companies Act, 2013; (iii) creation of security; (iv) obtaining requisite permissions or consents for creation of pari passu charge over assets sought to be provided as Security; (v) obtaining listing and trading approval as stated in this Draft Shelf Prospectus in the section titled “Issue Structure” on page 381; 6. The Issue proceeds shall be utilised in compliance with various guidelines, regulations and clarifications issued by RBI, SEBI or any other statutory authority from time to time. Further, the Issue proceeds shall be utilised only for the purpose and objects stated in the Offer Documents; and 7. If Allotment is not made, application monies will be refunded/unblocked in the ASBA Accounts within 6 (six) Working Days from the Issue Closing Date or such lesser time as specified by SEBI, failing which interest will be due to be paid to the Applicants in accordance with applicable laws. Guarantee/ letter of comfort The Issue is not backed by a guarantee or letter of comfort or any other document and/or letter with similar intent. Arrangers to the Issue There are no arrangers to the Issue. Lien Our Company will have the right of set-off and lien, present as well as future on the moneys due and payable to the NCD Holder, to the extent of all outstanding dues, if any by the NCD Holder to our Company, subject to applicable laws. Lien on pledge of NCDs Subject to applicable laws, our Company, at its discretion, may note a lien on pledge of NCDs if such pledge of NCDs is accepted by any bank or institution for any loan provided to the NCD Holder against pledge of such NCDs as part of the funding. 406Monitoring and reporting of utilisation of Issue Proceeds There is no requirement for appointment of a monitoring agency in terms of the SEBI NCS Regulations. Our Board shall monitor the utilisation of the proceeds of the Issue. For the relevant quarters, our Company will disclose in our quarterly financial statements, the utilisation of the net proceeds of the Issue under a separate head along with details, if any, in relation to all such proceeds of the Issue that have not been utilised thereby also indicating investments, if any, of such unutilised proceeds of the Issue. Notices All notices to the NCD Holder(s) required to be given by us or the Debenture Trustee will be sent by post/ courier or through email or other electronic media to the Registered Holders of the NCD(s) from time to time. Filing of the Shelf Prospectus and relevant Tranche Prospectus with the RoC A copy of the Shelf Prospectus and relevant Tranche Prospectus will be filed with the RoC, in accordance with Section 26 and Section 31 of the Companies Act. Pre-Issue advertisement Subject to Section 30 of the Companies Act, 2013, our Company will issue a statutory advertisement on or before the Issue Opening Date. This advertisement will contain the information as prescribed in Schedule V of SEBI NCS Regulations in compliance with the Regulation 30(1) of SEBI NCS Regulations. Material updates, if any, between the date of filing of the Shelf Prospectus and relevant Tranche Prospectus with RoC and the date of release of the statutory advertisement will be included in the statutory advertisement. Right to recall or redeem prior to maturity Not Applicable 407ISSUE PROCEDURE This section applies to all Applicants. Pursuant to the SEBI NCS Master Circular, all Applicants are required to apply for in the Issue through the ASBA process. Please note that all Applicants are required to pay the full Application Amount or ensure that the ASBA Account has sufficient credit balance such that the entire Application Amount can be blocked by the SCSB while making an Application. In addition, specific attention is invited to SEBI Operational, whereby investor may use the Unified Payment Interface (“UPI”) to participate in the public issue for an amount up to ₹ 5,00,000, or any other investment limit, as applicable and prescribed by SEBI from time to time. ASBA Applicants ensure that their respective ASBA accounts can be blocked by the SCSBs, in the relevant ASBA Accounts. Applicants should note that they may submit their Applications to the Lead Managers or Members of the Syndicate or Registered Brokers at the Broker Centres or CDPs at the Designated CDP Locations or the RTAs at the Designated RTA Locations or designated branches of SCSBs as mentioned on the Application Form. Applicants are advised to make their independent investigations and ensure that their Applications do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable law or as specified in this Draft Shelf Prospectus. The procedure mentioned in this section is subject to the Stock Exchanges putting in place the necessary systems and infrastructure for implementation of the provisions of the abovementioned circular. The Direct Online Application facility will be available for this Issue. Retail Individual Investors should note that they may use the UPI Mechanism to block funds for application value up to ₹5,00,000, or any other investment limit, as applicable and prescribed by SEBI from time to time, submitted through the app/web interface of the Stock Exchange or through intermediaries (Syndicate members, Registered Stock Brokers, Registrar and Transfer agent and Depository Participants). All individual investors applying in public issues of such securities through intermediaries (viz. syndicate members, registered stock brokers, registrar to an issue and transfer agent and depository participants), where the application amount is up to ₹ 5,00,000, shall only use UPI for the purpose of blocking of funds and provide his/ her bank account linked UPI ID in the bid-cum-application form submitted with intermediaries. Specific attention is drawn to the SEBI NCS Master Circular, which provides for allotment in public issues of debt securities to be made on the basis of date of upload of each application into the electronic book of the Stock Exchanges, as opposed to the date and time of upload of each such application. Further, our Company, the Lead Managers and the Members of the Syndicate do not accept any responsibility for any adverse occurrence consequent to the implementation of the UPI Mechanism for application in the Issue. PLEASE NOTE THAT ALL TRADING MEMBERS OF THE STOCK EXCHANGES WHO WISH TO COLLECT AND UPLOAD APPLICATIONS IN THIS ISSUE ON THE ELECTRONIC APPLICATION PLATFORM PROVIDED BY THE STOCK EXCHANGES WILL NEED TO APPROACH THE RESPECTIVE STOCK EXCHANGES AND FOLLOW THE REQUISITE PROCEDURES AS MAY BE PRESCRIBED BY THE RELEVANT STOCK EXCHANGE. THE FOLLOWING SECTION MAY CONSEQUENTLY UNDERGO CHANGE BETWEEN THE DATES OF THIS DRAFT SHELF PROSPECTUS, THE ISSUE OPENING DATE AND THE ISSUE CLOSING DATE. THE LEAD MANAGERS, THE CONSORTIUM MEMBERS AND THE COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS OR OMISSIONS ON THE PART OF THE TRADING MEMBERS IN CONNECTION WITH THE RESPONSIBILITIES OF SUCH TRADING MEMBERS INCLUDING BUT NOT LIMITED TO COLLECTION AND UPLOAD OF APPLICATIONS IN THIS ISSUE ON THE ELECTRONIC APPLICATION PLATFORM PROVIDED BY THE STOCK EXCHANGE. FURTHER, THE RELEVANT STOCK EXCHANGES SHALL BE RESPONSIBLE FOR ADDRESSING INVESTOR GRIEVANCES ARISING FROM APPLICATIONS THROUGH TRADING MEMBERS REGISTERED WITH SUCH STOCK EXCHANGE. For purposes of the Issue, the term “Working Day” shall mean, all days on which commercial banks in Mumbai are open for business. In respect of announcement or bid/issue period, working day shall mean all days, excluding Saturdays, 408Sundays and public holidays, on which commercial banks in Mumbai are open for business (provided that for the Issue Period, on any trading day of Stock Exchange, even if commercial banks in Mumbai are closed, it will be considered as a Working Day). Further, in respect of the time period between the bid/ issue closing date and the listing of the non- convertible securities on the stock exchanges, working day shall mean all trading days of the stock exchanges for non- convertible securities, excluding Saturdays, Sundays and bank holidays in Mumbai, as specified in the SEBI NCS Regulations. The information below is given for the benefit of the investors. Our Company and the Members of Consortium are not liable for any amendment or modification or changes in applicable laws or regulations, which may occur after the date of this Draft Shelf Prospectus. PROCEDURE FOR APPLICATION Availability of the Shelf Prospectus, this Draft Shelf Prospectus, Abridged Prospectus, and Application Forms Please note that only ASBA Applicants shall be permitted to make an application for the NCDs. Please note that there is a single Application Form for Applicants who are Persons Resident in India. Physical copies of the Abridged Prospectus containing the salient features of the Shelf Prospectus, the respective Tranche Prospectus together with Application Forms may be obtained from: 1. Our Company’s Registered Office and Corporate Office; 2. Offices of the Lead Managers; 3. Offices of the Consortium Members; 4. Registrar to the Issue; 5. Designated RTA Locations for RTAs; 6. Trading Members at the Broker Centres; 7. Designated CDP Locations for CDPs; and 8. Designated Branches of the SCSBs. Electronic copies of the Shelf Prospectus and relevant Tranche Prospectus along with the downloadable version of the Application Form will be available on the websites of the Lead Managers, the Stock Exchanges, SEBI and the SCSBs. Electronic Application Forms may be available for download on the websites of the Stock Exchanges and on the websites of the SCSBs that permit submission of Applications electronically. A unique application number (“UAN”) will be generated for every Application Form downloaded from the websites of the Stock Exchanges. Our Company may also provide Application Forms for being downloaded and filled at such websites as it may deem fit. In addition, brokers having online demat account portals may also provide a facility of submitting the Application Forms virtually online to their account holders. Trading Members of the Stock Exchanges can download Application Forms from the websites of the Stock Exchanges. Further, Application Forms will be provided to Trading Members of the Stock Exchanges at their request. UPI Investors making an Application upto ₹ 5,00,000, using the UPI Mechanism, must provide the UPI ID in the relevant space provided in the Application Form. Application Forms that do not contain the UPI ID are liable to be rejected. UPI Investors applying using the UPI Mechanism may also apply through the SCSBs and mobile applications using the UPI handles as provided on the website of SEBI. Who can apply? The following categories of persons are eligible to apply in the Issue: Category I (Institutional investors) • Public financial institutions, scheduled commercial banks, Indian multilateral and bilateral development financial institutions which are authorised to invest in the NCDs; • Provident funds with minimum corpus of ₹25 crores, and pension funds with minimum corpus of ₹25 crores registered with the Pension Fund Regulatory and Development Authority, superannuation funds and gratuity funds, which are authorised to invest in the NCDs; 409• Alternative Investment Funds, subject to investment conditions applicable to them under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as amended; • Resident Venture Capital Funds registered with SEBI; • Insurance companies registered with the IRDA; • State industrial development corporations; • Insurance funds set up and managed by the army, navy, or air force of the Union of India; • Insurance funds set up and managed by the Department of Posts, the Union of India; • Systemically Important Non-Banking Financial Company registered with the RBI; • National Investment Fund set up by resolution no. F.No. 2/3/2005-DDII dated November 23, 2005 of the Government of India published in the Gazette of India; and • Mutual funds registered with SEBI. Category II (Non-institutional investors) • Companies within the meaning of Section 2(20) of the Companies Act, 2013; • Statutory bodies/ corporations and societies registered under the applicable laws in India and authorised to invest in the NCDs; • Co-operative banks and regional rural banks; Public/private charitable/ religious trusts which are authorised to invest in the NCDs; • Educational institutions and association of persons and/or bodies established pursuant to or registered under any central or state statutory enactment which are authorised to invest in the NCD; • Scientific and/or industrial research organisations, which are authorised to invest in the NCDs; • Partnership firms in the name of the partners; • Limited liability partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009); • Association of Persons; and • Any other incorporated and/ or unincorporated body of persons. Category III (High net-worth individual investors) • High Net-worth individuals which include Resident Indian individuals or Hindu Undivided Families through the Karta applying for an amount aggregating to above ₹10 Lakh across all Series of NCDs in Issue. Category IV (Retail individual investors) • Resident Indian individuals or Hindu Undivided Families through the Karta applying for an amount aggregating up to and including ₹10,00,000 across all Options/ Series of NCDs in the Issue and shall include Retail Individual Investors, who have submitted bid for an amount not more than ₹5,00,000 in any of the bidding options in the Issue (including HUFs applying through their Karta and does not include NRIs) though UPI Mechanism. Please note that it is clarified that Persons Resident outside India shall not be entitled to participate in the Issue and any applications from such persons are liable to be rejected. Participation of any of the aforementioned categories of persons or entities is subject to the applicable statutory and/or regulatory requirements in connection with the subscription to Indian securities by such categories of persons or entities. Applicants are advised to ensure that Applications made by them do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable statutory and or regulatory provisions. Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory permissions/ consents/ approvals in connection with applying for, subscribing to, or seeking Allotment of NCDs pursuant to the Issue. The Members of Consortium and their respective associates and affiliates are permitted to subscribe in the Issue. Who are not eligible to apply for NCDs? The following categories of persons, and entities, shall not be eligible to participate in the Issue and any Applications from such persons and entities are liable to be rejected: 4101. Minors without a guardian name*(A guardian may apply on behalf of a minor. However, Applications by minors must be made through Application Forms that contain the names of both the minor Applicant and the guardian); 2. Foreign nationals, NRI inter-alia including any NRIs who are (i) based in the USA, and/or, (ii) domiciled in the USA, and/or, (iii) residents/citizens of the USA, and/or, (iv) subject to any taxation laws of the USA; 3. Persons resident outside India and other foreign entities; 4. Foreign Institutional Investors; 5. Foreign Portfolio Investors; 6. Foreign Venture Capital Investors 7. Qualified Foreign Investors; 8. Overseas Corporate Bodies**; and 9. Persons ineligible to contract under applicable statutory/regulatory requirements. *Applicant shall ensure that guardian is competent to contract under Indian Contract Act, 1872 ** The concept of Overseas Corporate Bodies (meaning any company, partnership firm, society and other corporate body or overseas trust irrevocably owned/held directly or indirectly to the extent of at least 60% by NRIs), which was in existence until 2003, was withdrawn by the Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies) Regulations, 2003. Accordingly, OCBs are not permitted to invest in the Issue. Based on the information provided by the Depositories, our Company shall have the right to accept Applications belonging to an account for the benefit of a minor (under guardianship). In case of such Applications, the Registrar to the Issue shall verify the above on the basis of the records provided by the Depositories based on the DP ID and Client ID provided by the Applicants in the Application Form and uploaded onto the electronic system of the Stock Exchange. Please refer to “– Rejection of Applications” on page 431 for information on rejection of Applications. Method of Applications In terms of the SEBI NCS Master Circular, an eligible investor desirous of applying in this Issue can make Applications through the ASBA mechanism only. Further, the Application may also be submitted through the app or web interface developed by Stock Exchanges wherein the Application is automatically uploaded onto the Stock Exchange bidding platform and the amount is blocked using the UPI mechanism, as applicable. Applicants are requested to note that in terms of the SEBI NCS Master Circular, SEBI has mandated issuers to provide, through a recognised stock exchange which offers such a facility, an online interface enabling direct application by investors to a public issue of debt securities with an online payment facility (“Direct Online Application Mechanism”). In this regard, SEBI has, through the SEBI NCS Master Circular, directed recognised Stock Exchange in India to put in necessary systems and infrastructure for the implementation of the SEBI NCS Master Circular and the Direct Online Application Mechanism. The Direct Online Application facility will be available for this Issue as per mechanism provided in the SEBI NCS Master Circular. All Applicants shall mandatorily apply in the Issue through the ASBA process only. Applicants intending to subscribe in the Issue shall submit a duly filled Application Form to any of the Designated Intermediaries. Designated Intermediaries (other than SCSBs) shall submit/deliver the Application Form (except the Application Form from a Retail Individual Investor bidding using the UPI mechanism) to the respective SCSB, where such investor has a bank account and shall not submit it to any non-SCSB bank or any Escrow Bank. Applicants should submit the Application Form only at the Bidding Centres, i.e. to the respective Members of the Syndicate at the Specified Locations, the SCSBs at the Designated Branches, the Registered Broker at the Broker Centres, the RTAs at the Designated RTA Locations or CDPs at the Designated CDP Locations. Kindly note that Application Forms submitted by Applicants at the Specified Locations will not be accepted if the SCSB with which the ASBA Account, as specified in the Application Form is maintained has not named at least one branch at that location for the Designated Intermediaries for deposit of the Application Forms. A list of such branches is available at https://www.sebi.gov.in. The relevant Designated Intermediaries, upon receipt of physical Application Forms from ASBA Applicants, shall upload the details of these Application Forms to the online platform of the Stock Exchange and submit these Application Forms with the SCSB with whom the relevant ASBA Accounts are maintained. 411Pursuant to SEBI Circular No: SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2024/128 dated September 24, 2024, all individual investors applying in public issues where the application amount is up to ₹ 5,00,000 shall use UPI and shall also provide their UPI ID in the bid cum application form submitted with any of the entities mentioned herein below: 1. a syndicate member; 2. a stock broker registered with a recognised stock exchange (and whose name is mentioned on the website of the stock exchange as eligible for this activity); 3. a depository participant (whose name is mentioned on the website of the stock exchange as eligible for this activity); 4. a registrar to an issue and share transfer agent (whose name is mentioned on the website of the stock exchange as eligible for this activity). For RIBs using UPI Mechanism, the Stock Exchange shall share the bid details (including UPI ID) with the Sponsor Bank on a continuous basis to enable the Sponsor Bank to initiate UPI Mandate Request to RIBs for blocking of funds. An Applicant shall submit the Application Form, which shall be stamped at the relevant Designated Branch of the SCSB. Application Forms in physical mode, which shall be stamped, can also be submitted to be the Designated Intermediaries at the Specified Locations. The SCSB shall block an amount in the ASBA Account equal to the Application Amount specified in the Application Form. Our Company, the Directors, affiliates, associates and their respective directors and officers, Lead Managers and the Registrar to the Issue shall not take any responsibility for acts, mistakes, errors, omissions and commissions etc. in relation to ASBA Applications accepted by the Designated Intermediaries, Applications uploaded by SCSBs, Applications accepted but not uploaded by SCSBs or Applications accepted and uploaded without blocking funds in the ASBA Accounts. It shall be presumed that for Applications uploaded by SCSBs, the Application Amount has been blocked in the relevant ASBA Account. Further, all grievances against Designated Intermediaries in relation to this Issue should be made by Applicants directly to the relevant Stock Exchange. In terms of the SEBI NCS Master Circular, an eligible investor desirous of applying in this Issue can make Applications through the following modes: 1. Through Self-Certified Syndicate Bank (SCSB) or intermediaries (viz. Syndicate members, Registered Stock Brokers, Registrar and Transfer agent and Depository Participants) a. An investor may submit Application form, with ASBA as the sole mechanism for making payment, physically at the branch of a SCSB, i.e. investor’s bank. For such applications, the existing process of uploading of bid on the Stock Exchange bidding platform and blocking of funds in investors account by the SCSB would continue. b. An investor may submit the completed bid-cum-application form to intermediaries mentioned above along with details of his/her bank account for blocking of funds. The intermediary shall upload the bid on the Stock Exchange bidding platform and forward the application form to a branch of a SCSB for blocking of funds. c. An investor may submit the bid-cum-application form with a SCSB or the intermediaries mentioned above and use his / her bank account linked UPI ID for the purpose of blocking of funds, if the application value is ₹5 lakhs or less. The intermediary shall upload the bid on the Stock Exchange bidding platform. The application amount would be blocked through the UPI mechanism in this case. 2. Through Stock Exchanges (App/ Web interface) a. An investor may submit the bid-cum-application form through the App or web interface developed by Stock Exchanges (or any other permitted methods) wherein the bid is automatically uploaded onto the Stock Exchanges bidding platform and the amount is blocked using the UPI Mechanism. b. The Stock Exchanges have extended their web-based platforms i.e ‘BSE Direct’ and ‘NSE goBID’ to facilitate investors to apply in public issues of debt securities through the web based platform and mobile app with a facility to block funds through Unified Payments Interface (UPI) mechanism for application value upto ₹ 5 lakhs. To place bid through ‘BSE Direct’ and ‘NSE goBID’ platform/ mobile app the eligible investor is required to register himself/ herself with BSE Direct/ NSE goBID. c. An investor may use the following links to access the web-based interface developed by the Stock Exchanges to bid using the UPI Mechanism: BSE: https://www.bsedirect.com; and NSE: https://www.nseindiaipo.com. 412d. The BSE Direct and NSE goBID mobile application can be downloaded from play store in android phones. Kindly search for ‘BSE direct’ or ‘NSE goBID’ on Google Playstore for downloading mobile applications. e. For further details on the registration process and the submission of bids through the App or web interface, the Stock Exchanges have issued operational guidelines and circulars available at BSE and NSE: BSE: https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20201228-60, and https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20201228-61; NSE: https://www1.nseindia.com/content/circulars/IPO46907.zip; and https://www1.nseindia.com/content/circulars/IPO46867.zip APPLICATIONS FOR ALLOTMENT OF NCDs Details for Applications by certain categories of Applicants including documents to be submitted are summarised below. Applications by Mutual Funds Pursuant to the SEBI master circular for Mutual Funds bearing reference number SEBI/HO/IMD/IMD-PoD- 1/P/CIR/2024/90 dated June 27, 2024 (“SEBI Mutual Funds Master Circular”), mutual funds are required to ensure that the total exposure of debt schemes of mutual funds in a particular sector shall not exceed 20% of the net assets value of the scheme. Further, the additional exposure limit provided for financial services sector not exceeding 10% of net assets value of scheme shall be allowed only by way of increase in exposure to HFCs. However the overall exposure in HFCs shall not exceed the sector exposure limit of 20 % of the net assets of the scheme. Further, the group level limits for debt schemes and the ceiling be fixed at 10% of net assets value extendable to 15% of net assets value after prior approval of the board of trustees. A separate Application can be made in respect of each scheme of an Indian mutual fund registered with SEBI and such Applications shall not be treated as multiple Applications. Applications made by the AMCs or custodians of a Mutual Fund shall clearly indicate the name of the concerned scheme for which Application is being made. In case of Applications made by Mutual Fund registered with SEBI, a certified copy of their SEBI registration certificate must be submitted with the Application Form. The Applications must be also accompanied by certified true copies of (i) SEBI Registration Certificate and trust deed (ii) resolution authorising investment and containing operating instructions and (iii) specimen signatures of authorised signatories. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor. Application by Commercial Banks, Co-operative Banks and Regional Rural Banks Commercial Banks, Co-operative banks and Regional Rural Banks can apply in the Issue based on their own investment limits and approvals. The Application Form must be accompanied by certified true copies of their (i) memorandum and articles of association/charter of constitution; (ii) power of attorney; (iii) resolution authorising investments/containing operating instructions; and (iv) specimen signatures of authorised signatories. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor. Pursuant to SEBI NCS Master Circular, SCSBs making applications on their own account using ASBA facility, should have a separate account in their own name with any other SEBI registered SCSB. Further, such account shall be used solely for the purpose of making application in public issues and clear demarcated funds should be available in such account for ASBA applications. Application by Systemically Important Non-Banking Financial Companies Systemically Important Non-Banking Financial Companies can apply in this Issue based upon their own investment limits and approvals. Applications by them for Allotment of the NCDs must be accompanied by certified true copies of (i) their memorandum and articles of association/charter of constitution; (ii) power of attorney; (iii) a board resolution authorising investments; and (iv) specimen signatures of authorised signatories. Failing this, our Company reserves the right to accept or reject any Application for Allotment of the NCDs in whole or in part, in either case, without assigning any reason therefor. Application by Insurance Companies 413In case of Applications made by insurance companies registered with IRDAI, the Applications must be accompanied by a certified copy of (i) a certificate of registration issued by IRDAI, (ii) Memorandum and Articles of Association, (ii) Power of Attorney, (iii) Resolution authorising investment and containing operating instructions, and (iv) Specimen signatures of authorised signatories. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason, therefore. Insurance companies participating in this Issue shall comply with all applicable regulations, guidelines and circulars issued by IRDAI from time to time to time including the Insurance Regulatory and Development Authority (Investment) Regulations, 2000, as amended. Application by Indian Alternative Investment Funds Applications made by Alternative Investment Funds eligible to invest in accordance with the Securities and Exchange Board of India (Alternative Investment Fund) Regulations, 2012, as amended (the “SEBI AIF Regulations”) for Allotment of the NCDs must be accompanied by certified true copies of (i) SEBI registration certificate; (ii) a resolution authorising investment and containing operating instructions; and (iii) specimen signatures of authorised persons. The Alternative Investment Funds shall at all times comply with the requirements applicable to it under the SEBI AIF Regulations and the relevant notifications issued by SEBI. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor. Applications by Associations of persons and/or bodies established pursuant to or registered under any central or state statutory enactment In case of Applications made by Applications by Associations of persons and/or bodies established pursuant to or registered under any central or state statutory enactment, must submit a (i) certified copy of the certificate of registration or proof of constitution, as applicable, (ii) Power of Attorney, if any, in favour of one or more persons thereof, (iii) such other documents evidencing registration thereof under applicable statutory/regulatory requirements. Further, any trusts applying for NCDs pursuant to this Issue must ensure that (a) they are authorised under applicable statutory/regulatory requirements and their constitution instrument to hold and invest in debentures, (b) they have obtained all necessary approvals, consents or other authorisations, which may be required under applicable statutory and/or regulatory requirements to invest in debentures, and (c) Applications made by them do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable statutory and or regulatory provisions. Failing this, our Company reserves the right to accept or reject any Applications in whole or in part, in either case, without assigning any reason therefor. Applications by Trusts In case of Applications made by trusts, settled under the Indian Trusts Act, 1882, as amended, or any other statutory and/or regulatory provision governing the settlement of trusts in India, must submit a (i) certified copy of the registered instrument for creation of such trust, (ii) Power of Attorney, if any, in favour of one or more trustees thereof, (iii) such other documents evidencing registration thereof under applicable statutory/regulatory requirements. Further, any trusts applying for NCDs pursuant to this Issue must ensure that (a) they are authorised under applicable statutory/regulatory requirements and their constitution instrument to hold and invest in debentures, (b) they have obtained all necessary approvals, consents or other authorisations, which may be required under applicable statutory and/or regulatory requirements to invest in debentures, and (c) Applications made by them do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable statutory and or regulatory provisions. Failing this, our Company reserves the right to accept or reject any Applications in whole or in part, in either case, without assigning any reason therefor. Applications by Public Financial Institutions or Statutory Corporations, which are authorised to invest in the NCDs The Application must be accompanied by certified true copies of: (i) Any Act/ Rules under which they are incorporated; (ii) Board Resolution authorising investments; and (iii) Specimen signature of authorised person. Failing this, our Company reserves the right to accept or reject any Applications in whole or in part, in either case, without assigning any reason therefor. Applications by Provident Funds, Pension Funds, Superannuation Funds and Gratuity Fund, which are authorised to invest in the NCDs 414The Application must be accompanied by certified true copies of: (i) Any Act/Rules under which they are incorporated; (ii) Power of Attorney, if any, in favour of one or more trustees thereof, (iii) Board Resolution authorising investments; (iv) such other documents evidencing registration thereof under applicable statutory/regulatory requirements; (v) Specimen signature of authorised person; (vi) certified copy of the registered instrument for creation of such fund/trust; and (vii) Tax Exemption certificate issued by Income Tax Authorities, if exempt from Tax. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor. Applications by National Investment Fund The application must be accompanied by certified true copies of: (i) resolution authorising investment and containing operating instructions; and (ii) Specimen signature of authorised person. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor. Applications by companies, bodies corporate and societies registered under the applicable laws in India The Application must be accompanied by certified true copies of: (i) Any Act/ Rules under which they are incorporated; (ii) Board Resolution authorising investments; and (iii) Specimen signature of authorised person. Failing this, our Company reserves the right to accept or reject any Applications in whole or in part, in either case, without assigning any reason therefor. Applications by Indian scientific and/or industrial research organisations, which are authorised to invest in the NCDs The Application must be accompanied by certified true copies of: (i) Any Act/ Rules under which they are incorporated; (ii) Board Resolution authorising investments; and (iii) Specimen signature of authorised person. Failing this, our Company reserves the right to accept or reject any Applications in whole or in part, in either case, without assigning any reason therefor. Applications by partnership firms formed under applicable Indian laws in the name of the partners and Limited Liability Partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009) The Application must be accompanied by certified true copies of: (i) Partnership Deed; (ii) Any documents evidencing registration thereof under applicable statutory/regulatory requirements; (iii) Resolution authorising investment and containing operating instructions; (iv) Specimen signature of authorised person. Failing this, our Company reserves the right to accept or reject any Applications in whole or in part, in either case, without assigning any reason therefor. Applications under Power of Attorney In case of Applications made pursuant to a power of attorney by Applicants who are Institutional Investors or Non- Institutional Investors, a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, with a certified copy of the memorandum of association and articles of association and/or bye laws must be submitted with the Application Form. In case of Applications made pursuant to a power of attorney by Applicants who are HNI Investors or Retail Individual Investors, a certified copy of the power of attorney must be submitted with the Application Form. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor. Our Company, in its absolute discretion, reserves the right to relax the above condition of attaching the power of attorney with the Application Forms subject to such terms and conditions that our Company, the Lead Managers may deem fit. Brokers having online demat account portals may also provide a facility of submitting the Application Forms online to their account holders. Under this facility, a broker receives an online instruction through its portal from the Applicant for making an Application on his/ her behalf. Based on such instruction, and a power of attorney granted by the Applicant to authorise the broker, the broker makes an Application on behalf of the Applicant. APPLICATIONS FOR ALLOTMENT OF NCDs IN THE DEMATERIALISED FORM Submission of Applications 415This section is for the information of the Applicants proposing to subscribe to this Issue. The Lead Managers and our Company are not liable for any amendments or modifications or changes in applicable laws or regulations, which may occur after the date of this Draft Shelf Prospectus. Investors are advised to make their independent investigations and to ensure that the Application Form is correctly filled up. Our Company, our directors, affiliates, associates and their respective directors and officers, Lead Managers and the Registrar to the Issue shall not take any responsibility for acts, mistakes, errors, omissions and commissions etc. in relation to Applications (including Applications under the UPI Mechanism) accepted by and/or uploaded by and/or accepted but not uploaded by Consortium Members, Trading Members, Registered Brokers, CDPs, RTAs and SCSBs who are authorised to collect Application Forms from the Applicants in the Issue, or Applications accepted and uploaded without blocking funds in the ASBA Accounts by SCSBs or failure to block the Application amount under the UPI Mechanism. It shall be presumed that for Applications uploaded by SCSBs (other than UPI Applications), the Application Amount payable on Application has been blocked in the relevant ASBA Account and for Applications by UPI Investors under the UPI Mechanism, uploaded by Designated Intermediaries, the Application Amount payable on Application has been blocked under the UPI Mechanism. The list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive Application Forms from the Members of the Syndicate is available on the website of SEBI (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes) and updated from time to time or any such other website as may be prescribed by SEBI from time to time. For more information on such branches collecting Application Forms from the Syndicate at Specified Locations, see the website of the SEBI https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes as updated from time to time or any such other website as may be prescribed by SEBI from time to time. The list of Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations or the RTAs at the Designated RTA Locations, respective lists of which, including details such as address and telephone number, are available at the websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com. The list of branches of the SCSBs at the Broker Centres, named by the respective SCSBs to receive deposits of the Application Forms from the Registered Brokers will be available on the website of the SEBI (www.sebi.gov.in) and updated from time to time. Applications can be submitted through either of the following modes: 1. physically or electronically to the Designated Branches of the SCSB(s) with whom an Applicant’s ASBA Account is maintained. In case of ASBA Application in physical mode, the ASBA Applicant shall submit the Application Form at the relevant Designated Branch of the SCSB(s). The Designated Branch shall verify if sufficient funds equal to the Application Amount are available in the ASBA Account and shall also verify that the signature on the Application Form matches with the Investor’s bank records, as mentioned in the ASBA Application, prior to uploading such ASBA Application into the electronic system of the Stock Exchange. If sufficient funds are not available in the ASBA Account, the respective Designated Branch shall reject such ASBA Application and shall not upload such ASBA Application in the electronic system of the Stock Exchange. If sufficient funds are available in the ASBA Account, the Designated Branch shall block an amount equivalent to the Application Amount and upload details of the ASBA Application in the electronic system of the Stock Exchange. The Designated Branch of the SCSBs shall stamp the Application Form and issue an acknowledgement as proof of having accepted the Application. In case of Application in the electronic mode, the ASBA Applicant shall submit the ASBA Application either through the internet banking facility available with the SCSB, or such other electronically enabled mechanism for application and blocking funds in the ASBA Account held with SCSB, and accordingly registering such ASBA Applications. 2. physically through the Members of Consortium, or Trading Members of the Stock Exchanges only at the Specified Cities (Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bangalore, Hyderabad, Pune, Vadodara and Surat), i.e. Syndicate ASBA. Kindly note that ASBA Applications submitted to the Members of Consortium or Trading Members of the Stock Exchanges at the Specified Cities will not be accepted if the SCSB where the ASBA Account, as specified in the ASBA Application, is maintained has not named at least one branch at that Specified City for the Members of Consortium or Trading Members of the Stock Exchange, as the case may be, to deposit ASBA Applications (A list of such branches is available at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes). 3. a UPI Investor making an Application in the Issue under the UPI Mechanism, where the Application Amount is upto ₹5 lakhs, can submit his Application Form physically to a SCSB or a Designated Intermediary. The Designated Intermediary shall upload the application details along with the UPI ID on the Stock Exchanges’ bidding platform 416using appropriate protocols. Kindly note that in this case, the Application Amount will be blocked through the UPI Mechanism. 4. a UPI Investor may also submit the Application Form for the Issue through Stock Exchange Direct platform, wherein the Application will be automatically uploaded onto the Stock Exchange’s bidding platform and an amount equivalent to the Application Amount shall be blocked using the UPI Mechanism. Upon receipt of the Application Form by the Members of Consortium or Trading Members of the Stock Exchange, as the case may be, an acknowledgement shall be issued by giving the counter foil of the Application Form to the ASBA Applicant as proof of having accepted the Application. Thereafter, the details of the Application shall be uploaded in the electronic system of the Stock Exchanges. Post which: (a) for applications other than under the UPI Mechanism- the Application Form shall be forwarded to the relevant branch of the SCSB, in the relevant Specified City, named by such SCSB to accept such ASBA Applications from the Members of Consortium or Trading Members of the Stock Exchange, as the case may be (A list of such branches is available at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes). Upon receipt of the ASBA Application, the relevant branch of the SCSB shall perform verification procedures including verification of the Applicant’s signature with his bank records and check if sufficient funds equal to the Application Amount are available in the ASBA Account, as mentioned in the ASBA Form. If sufficient funds are not available in the ASBA Account, the relevant ASBA Application is liable to be rejected. If sufficient funds are available in the ASBA Account, the relevant branch of the SCSB shall block an amount equivalent to the Application Amount mentioned in the ASBA Application. (b) for Applications under the UPI Mechanism – once the Application details have been entered in the bidding platform through Designated Intermediaries or BSE Direct, the Stock Exchange shall undertake validation of the PAN and Demat account combination details of the Applicant with the Depository. The Depository shall validate the PAN and Demat account details and send response to the Stock Exchange which would be shared by the Stock Exchange with the relevant Designated Intermediary through its platform, for corrections, if any. Post uploading of the Application details on the Stock Exchange’s platform, the Stock Exchange shall send an SMS to the Applicant regarding submission of the Application. Post undertaking validation with the Depository, the Stock Exchange shall, on a continuous basis, electronically share the bid details along with the Applicants UPI ID, with the Sponsor Bank appointed by our Company. The Sponsor Bank shall then initiate a UPI Mandate Request on the Applicant. The request raised by the Sponsor Bank, would be electronically received by the Applicant as an SMS or on the mobile app, associated with the UPI ID linked bank account. The Applicant shall then be required to authorise the UPI Mandate Request. Upon successful validation of block request by the Applicant, the information would be electronically received by the Applicants’ bank, where the funds, equivalent to Application Amount, would get blocked in the Applicant’s ASBA Account. The status of block request would also be shared with the Sponsor Bank, which in turn would be shared with the Stock Exchange. The block request status would also be displayed on the Stock Exchange platform for information of the Designated Intermediary. The Application Amount shall remain blocked in the ASBA Account until approval of the Basis of Allotment and consequent transfer of the amount against the Allotted NCDs to the Public Issue Account(s), or until withdrawal/ failure of this Issue or until withdrawal/ rejection of the Application Form, as the case may be. Applicants must note that: 1. physical Application Forms will be available with the Designated Branches of the SCSBs and with the Members of Consortium and Trading Members of the Stock Exchanges at the Specified Cities; and electronic Application Forms will be available on the websites of the SCSBs and the Stock Exchanges at least one (1) day prior to the Issue Opening Date. Application Forms will also be provided to the Trading Members of the Stock Exchanges at their request. The Application Forms would be serially numbered. Further, the SCSBs will ensure that the Prospectus is made available on their websites. The physical Application Form submitted to the Designated Intermediaries shall bear the stamp of the relevant Designated Intermediary. In the event the Application Form does not bear any stamp, the same shall be liable to be rejected. 2. the Designated Branches of the SCSBs shall accept Applications directly from Applicants only during the Issue Period. The SCSB shall not accept any Applications directly from Applicants after the closing time of acceptance of Applications on the Issue Closing Date. However, the relevant branches of the SCSBs at Specified Cities can accept Applications from the Members of Consortium or Trading Members of the Stock Exchange, as the case may be, after the closing time of acceptance of Applications on the Issue Closing Date, if the Applications have been 417uploaded. For further information on the Issue programme, please refer to “General Information – Issue Schedule” on page 73. 3. Application Forms directly submitted to SCSBs should bear the stamp of SCSBs, if not, the same are liable to be rejected. Please note that ASBA Applicants can make an Application for Allotment of NCDs in the dematerialised form only. Submission of Direct Online Applications Please note that clarifications and/or confirmations regarding the implementation of the requisite infrastructure and facilities in relation to direct online applications and online payment facility have been sought from the Stock Exchanges. In the event the Direct Online Application facility is implemented by the Stock Exchanges, relevant “know your customer” details of such Applicants will be validated online from the Depositories, on the basis of the DP ID and Client ID provided by them in the Application Form. On successful submission of a Direct Online Application, the Applicant will receive a system-generated unique application number (“UAN”) and an SMS or an e-mail confirmation on credit of the requisite Application Amount paid through the online payment facility with the Direct Online Application. On Allotment, the Registrar to the Issue shall credit NCDs to the beneficiary account of the Applicant and in case of refund, the refund amount shall be credited directly to the Applicant’s bank account. Applicants applying through the Direct Online Application facility must preserve their UAN and quote their UAN in: (a) any cancellation/withdrawal of their Application; (b) in queries in connection with Allotment of NCDs and/or refund(s); and/or (c) in all investor grievances/complaints in connection with the Issue. As per the SEBI NCS Master Circular, the availability of the Direct Online Applications facility is subject to the Stock Exchanges putting in place the necessary systems and infrastructure, and accordingly the aforementioned disclosures are subject to any further clarifications, notification, modification deletion, direction, instructions and/or correspondence that may be issued by the Stock Exchanges and/or SEBI. INSTRUCTIONS FOR FILLING-UP THE APPLICATION FORM General Instructions A. General instructions for completing the Application Form • Applications must be made in prescribed Application Form only. • Application Forms must be completed in BLOCK LETTERS IN ENGLISH, as per the instructions contained in this Draft Shelf Prospectus, the Shelf Prospectus, relevant Tranche Prospectus and the Application Form. • If the Application is submitted in joint names, the Application Form should contain only the name of the first Applicant whose name should also appear as the first holder of the depository account held in joint names. • Applications should be in single or joint names and not exceeding three names, and in the same order as their Depository Participant details (in case of Applicants applying for Allotment of the Bonds in dematerialised form) and Applications should be made by Karta in case the Applicant is an HUF. Please ensure that such Applications contain the PAN of the HUF and not of the Karta. If the Application is submitted in joint names, the Application Form may contain only the name of the first Applicant whose name should also appear as first holder of the depository account held in joint names. • Applicants applying for Allotment in dematerialised form must provide details of valid and active DP ID, Client ID and PAN clearly and without error. On the basis of such Applicant’s active DP ID, Client ID and PAN provided in the Application Form, and as entered into the electronic Application system of Stock Exchanges by SCSBs, the Members of the Syndicate at the Syndicate ASBA Application Locations and the Trading Members, as the case may be, the Registrar will obtain from the Depository the Demographic Details. Invalid accounts, suspended accounts or where such account is classified as invalid or suspended may not be considered for Allotment of the NCDs. • Applications must be for a minimum of 10 NCDs and in multiples of one NCD thereafter. For the purpose of fulfilling the requirement of minimum application size of 10 NCDs, an Applicant may choose to apply for 10 NCDs of the same Series or across different Series. Applicants may apply for one or more Series of NCDs Applied for in a single Application Form. • It shall be mandatory for subscribers to the Issue to furnish their Permanent Account Number and any Application Form, without the PAN is liable to be rejected, irrespective of the amount of applied for. 418• If the ASBA Account holder is different from the ASBA Applicant, the Application Form should be signed by the ASBA Account holder also, in accordance with the instructions provided in the Application Form. • Applicants should ensure that their Application Form is submitted either at a Designated Branch of a SCSB where the ASBA Account is maintained or with the Members of the Syndicate or Trading Members of the stock exchange(s) at the Specified Cities, and not directly to the escrow collecting banks (assuming that such bank is not a SCSB) or to the Company or the Registrar to the Issue. • Applications through Syndicate ASBA, before submitting the physical Application Form to the Members of the Syndicate or Trading Members of the stock exchange(s), ensure that the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has named at-least one branch in that Specified City for the Members of the Syndicate or Trading Members of the stock exchange(s), as the case may be, to deposit ASBA Forms (A list of such branches is available at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/ Recognised- Intermediaries). • If the depository account is held in joint names, the Application Form should contain the name and PAN of the person whose name appears first in the depository account and signature of only this person would be required in the Application Form. This Applicant would be deemed to have signed on behalf of joint holders and would be required to give confirmation to this effect in the Application Form. • Applications should be made by Karta in case of HUFs. Applicants are required to ensure that the PAN details of the HUF are mentioned and not those of the Karta. • Thumb impressions and signatures other than in English/ Hindi/ Gujarati/ Marathi or any other languages specified in the 8th Schedule of the Constitution needs to be attested by a Magistrate or Notary Public or a Special Executive Magistrate under his/her seal. • No separate receipts will be issued for the money payable on the submission of the Application Form. However, the Members of Consortium, Trading Members of the Stock Exchanges or the Designated Branches of the SCSBs, as the case may be, will acknowledge the receipt of the Application Forms by stamping and returning to the Applicants the Transaction Registration Slip (TRS). This TRS will serve as the duplicate of the Application Form for the records of the Applicant. • Applicants must ensure that the requisite documents are attached to the Application Form prior to submission and receipt of acknowledgement from the relevant Lead Managers, Trading Member of the Stock Exchanges or the Designated Branch of the SCSBs, as the case may be. • Every Applicant should hold valid Permanent Account Number (PAN) and mention the same in the Application Form. • All Applicants are required to tick the relevant column of “Category of Investor” in the Application Form. • Applicant should correctly mention the ASBA Account number and UPI ID in case applying through UPI Mechanism and ensure that funds equal to the Application Amount are available in the ASBA Account before submitting the Application Form and ensure that the signature in the Application Form matches with the signature in the Applicant’s bank records. The Series, mode of allotment, PAN, demat account no. etc. should be captured by the relevant Members of Consortium, Trading Member of the Stock Exchanges in the data entries as such data entries will be considered for allotment. Applicants should note that neither the Members of Consortium, Trading Member of the Stock Exchange, Public Issue Account Banks nor Designated Branches of SCBS, as the case may be, will be liable for error in data entry due to incomplete or illegible Application Forms. Our Company would allot the series of NCDs, as specified in the relevant Tranche Prospectus to all valid Applications, wherein the Applicants have not indicated their choice of the relevant Series of NCDs. B. Applicant’s Beneficiary Account and Bank Account Details ALL APPLICANTS APPLYING FOR ALLOTMENT OF THE NCDS SHOULD MENTION THEIR DP ID, CLIENT ID, PAN AND UPI ID (in case applying through UPI Mechanism) IN THE APPLICATION FORM. APPLICANTS MUST ENSURE THAT THE DP ID, CLIENT ID PAN AND UPI ID GIVEN IN THE APPLICATION FORM IS EXACTLY THE SAME AS THE DP ID, CLIENT ID, PAN AND UPI ID AVAILABLE IN THE DEPOSITORY DATABASE. IF THE BENEFICIARY ACCOUNT IS HELD IN JOINT NAMES, THE APPLICATION FORM SHOULD CONTAIN THE NAME AND PAN OF BOTH THE HOLDERS OF THE BENEFICIARY ACCOUNT AND SIGNATURES OF BOTH HOLDERS WOULD BE REQUIRED IN THE APPLICATION FORM. 419Applicants applying for Allotment in dematerialised form must mention their DP ID and Client ID in the Application Form and ensure that the name provided in the Application Form is exactly the same as the name in which the Beneficiary Account is held. In case the Application Form for Allotment in dematerialised form is submitted in the first Applicant’s name, it should be ensured that the Beneficiary Account is held in the same joint names and in the same sequence in which they appear in the Application Form. In case the DP ID, Client ID and PAN mentioned in the Application Form for Allotment in dematerialised form and entered into the electronic system of the Stock Exchanges do not match with the DP ID, Client ID and PAN available in the Depository database or in case PAN is not available in the Depository database, the Application Form for Allotment in dematerialised form is liable to be rejected. Further, Application Forms submitted by Applicants applying for Allotment in dematerialised form, whose beneficiary accounts are inactive, will be rejected. On the basis of the DP ID, Client ID and UPI ID provided by the Applicant in the Application Form for Allotment in dematerialised form and entered into the electronic system of the Stock Exchange, the Registrar to the Issue will obtain from the Depositories the Demographic Details of the Applicant including PAN, address, bank account details for printing on refund orders/sending refunds through electronic mode, Magnetic Ink Character Recognition (“MICR”) Code and occupation. These Demographic Details would be used for giving Allotment Advice and refunds (including through physical refund warrants, direct credit, NACH, NEFT and RTGS), if any, to the Applicants. Hence, Applicants are advised to immediately update their Demographic Details as appearing on the records of the DP and ensure that they are true and correct, and carefully fill in their Beneficiary Account details in the Application Form. Failure to do so could result in delays in dispatch/credit of refunds to Applicants and delivery of Allotment Advice at the Applicants’ sole risk, and neither our Company, the Members of Consortium, Trading Members of the Stock Exchange, SCSBs, Registrar to the Issue nor the Stock Exchanges will bear any responsibility or liability for the same. Please note that any such delay shall be at such Applicants sole risk and neither our Company, the Members of Consortium, Trading Members of the Stock Exchange, SCSBs, Registrar to the Issue nor the Stock Exchanges shall be liable to compensate the Applicant for any losses caused to the Applicant due to any such delay or liable to pay any interest for such delay. In case of refunds through electronic modes as detailed in the Shelf Prospectus and the relevant Tranche Prospectus, refunds may be delayed if bank particulars obtained from the Depository Participant are incorrect. In case of Applications made under power of attorney, our Company in its absolute discretion, reserves the right to permit the holder of Power of Attorney to request the Registrar that for the purpose of printing particulars on the refund order and mailing of refund orders/ Allotment Advice, the demographic details obtained from the Depository of the Applicant shall be used. By signing the Application Form, the Applicant would have deemed to have authorised the Depositories to provide, upon request, to the Registrar to the Issue, the required Demographic Details as available on its records. The Demographic Details given by Applicant in the Application Form would not be used for any other purpose by the Registrar to the Issue except in relation to the Issue. Allotment Advice would be mailed by speed post or registered post at the address of the Applicants as per the Demographic Details received from the Depositories. Applicants may note that delivery of Allotment Advice may get delayed if the same once sent to the address obtained from the Depositories are returned undelivered. Further, please note that any such delay shall be at such Applicants’ sole risk and neither our Company, Registrar to the Issue, the Members of Consortium nor the Lead Manager shall be liable to compensate the Applicant for any losses caused to the Applicants due to any such delay or liable to pay any interest for such delay. In case of refunds through electronic modes as detailed in the Shelf Prospectus and this Draft Shelf Prospectus, refunds may be delayed if bank particulars obtained from the Depository Participant are incorrect. With effect from August 16, 2010, the beneficiary accounts of Applicants for whom PAN details have not been verified shall be suspended for credit and no credit of NCDs pursuant to the Issue will be made into the accounts of such Applicants. Application Forms submitted by Applicants whose beneficiary accounts are inactive shall be rejected. Furthermore, in case no corresponding record is available with the Depositories, which matches the parameters, namely, DP ID, Client ID, PAN and UPI ID (wherever applicable), then such Application are liable to be rejected. Applicants should note that the NCDs will be allotted to all successful Applicants only in dematerialised form. The Application Forms which do not have the details of the Applicant’s depository account, including DP ID, Client ID and PAN and UPI ID (for Retail Individual Investor Applicants bidding using the UPI mechanism), shall be treated as incomplete and will be rejected. C. Unified Payments Interface (UPI) 420Pursuant to the SEBI NCS Master Circular, the UPI Mechanism is applicable for public debt issues as a payment mechanism (in addition to the mechanism of blocking funds maintained with SCSBs under ASBA) for applications by retail individual bidders through Designated Intermediaries. All SCSBs offering the facility of making applications in public issues shall also provide the facility to make applications using UPI. The Company will be required to appoint one SCSB as a Sponsor Bank to act as a conduit between the Stock Exchange and National Payments Corporation of India in order to facilitate the collection of requests and/or payment instructions of the investors. D. Permanent Account Number (PAN) The Applicant should mention his or her Permanent Account Number (PAN) allotted under the IT Act. For minor Applicants, applying through the guardian, it is mandatory to mention the PAN of the minor Applicant. However, Applications on behalf of the Central or State Government officials and the officials appointed by the courts in terms of a SEBI circular dated June 30, 2008 and Applicants residing in the state of Sikkim who in terms of a SEBI circular dated July 20, 2006 may be exempt from specifying their PAN for transacting in the securities market. In accordance with circular No. MRD/DOP/Cir-05/2007 dated April 27, 2007 issued by SEBI, the PAN would be the sole identification number for the participants transacting in the securities market, irrespective of the amount of transaction. Any Application Form, without the PAN is liable to be rejected, irrespective of the amount of transaction. It is to be specifically noted that the Applicants should not submit the GIR number instead of the PAN as the Application is liable to be rejected on this ground. However, the exemption for the Central or State Government and the officials appointed by the courts and for investors residing in the State of Sikkim is subject to the Depository Participants’ verifying the veracity of such claims by collecting sufficient documentary evidence in support of their claims. At the time of ascertaining the validity of these Applications, the Registrar to the Issue will check under the Depository records for the appropriate description under the PAN Field i.e. either Sikkim category or exempt category. E. Joint Applications Applications may be made in single or joint names (not exceeding three). In the case of joint Applications, all payments will be made out in favour of the first Applicant. All communications will be addressed to the first named Applicant whose name appears in the Application Form and at the address mentioned therein. If the depository account is held in joint names, the Application Form should contain the name and PAN of the person whose name appears first in the depository account and signature of only this person would be required in the Application Form. This Applicant would be deemed to have signed on behalf of joint holders and would be required to give confirmation to this effect in the Application Form. F. Additional/ Multiple Applications An Applicant is allowed to make one or more Applications for the NCDs for the same or other Series of NCDs, subject to a minimum application size of ₹10,000 and in multiples of ₹1,000 thereafter as specified in the Shelf Prospectus and this Draft Shelf Prospectus. Any Application for an amount below the aforesaid minimum application size will be deemed as an invalid application and shall be rejected. However, multiple Applications by the same individual Applicant aggregating to a value exceeding ₹10 lakhs shall be deemed such individual Applicant to be a HNI Applicant and all such Applications shall be grouped in the HNI Portion, for the purpose of determining the basis of allotment to such Applicant. However, any Application made by any person in his individual capacity and an Application made by such person in his capacity as a Karta of a Hindu Undivided family and/or as Applicant (second or third Applicant), shall not be deemed to be a multiple Application. For the purposes of allotment of NCDs under the Issue, Applications shall be grouped based on the PAN, i.e. Applications under the same PAN shall be grouped together and treated as one Application. Two or more Applications will be deemed to be multiple Applications if the sole or first Applicant is one and the same. For the sake of clarity, two or more applications shall be deemed to be a multiple Application for the aforesaid purpose if the PAN number of the sole or the first Applicant is one and the same. Process for investor application submitted with UPI as mode of payment a. Before submission of the application with the intermediary, the investor would be required to have / create a UPI ID, with a maximum length of 45 characters including the handle (Example: InvestorID@bankname). b. An investor shall fill in the bid details in the application form along with his/ her bank account linked UPI ID and submit the application with any of the intermediaries or through the stock exchange App/ Web interface, or any other methods as may be permitted. 421c. The intermediary, upon receipt of form, shall upload the bid details along with the UPI ID on the stock exchange bidding platform using appropriate protocols. d. Once the bid has been entered in the bidding platform, the Stock Exchange shall undertake validation of the PAN and Demat account combination details of investor with the depository. e. The Depository shall validate the aforesaid PAN and Demat account details on a near real time basis and send response to stock exchange which would be shared by stock exchange with intermediary through its platform, for corrections, if any. f. Once the bid details are uploaded on the Stock Exchange platform, the Stock Exchange shall send an SMS to the investor regarding submission of his/ her application, at the end of day, during the bidding period. For the last day of bidding, the SMS may be sent the next working day. g. Post undertaking validation with the Depository, the Stock Exchange shall, on a continuous basis, electronically share the bid details along with investors UPI ID, with the Sponsor Bank appointed by the Company. h. The Sponsor Bank shall initiate a mandate request on the investor i.e., request the investor to authorize blocking of funds equivalent to application amount and subsequent debit of funds in case of allotment. i. The request raised by the Sponsor Bank, would be electronically received by the investor as a SMS/ intimation on his/ her mobile no./ mobile app, associated with the UPI ID linked bank account. j. The investor shall be able to view the amount to be blocked as per his / her bid in such intimation. The investor shall be able to view an attachment wherein the public issue bid details submitted by investor will be visible. After reviewing the details properly, the investor shall be required to proceed to authorise the mandate. Such mandate raised by sponsor bank would be a one-time mandate for each application in the Issue. k. An investor is required to accept the UPI mandate latest by 5 pm on the third working day from the day of bidding on the stock exchange platform except for the last day of the issue period or any other modified closure date of the issue period in which case, he / she is required to accept the UPI mandate latest by 5 pm the next working day. l. An investor shall not be allowed to add or modify the bid(s) of the application except for modification of either DP ID/Client ID, or PAN ID but not both. However, the investor can withdraw the bid(s) and reapply. m. For mismatch bids, on successful validation of PAN and DP ID/ Client ID combination during T+1 modification session, such bids will be sent to Sponsor Bank for further processing by the Exchange on T+1 day till 1 PM or by 5pm on T Day, as applicable. n. The facility of re-initiation/ resending the UPI mandate shall be available only till 5 pm on the day of bidding. o. Upon successful validation of block request by the investor, as above, the said information would be electronically received by the investors’ bank, where the funds, equivalent to application amount, would get blocked in investors account. Intimation regarding confirmation of such block of funds in investors account would also be received by the investor. p. The information containing status of block request (e.g. accepted / decline / pending) would also be shared with the Sponsor Bank, which in turn would be shared with the Stock Exchange. The block request status would also be displayed on the Stock Exchange platform for information of the intermediary. q. The information received from Sponsor Bank, would be shared by stock exchange with RTA in the form of a file for the purpose of reconciliation. r. Post Issue closure, the Stock Exchange shall share the bid details with RTA. Further, the Stock Exchange shall also provide the RTA, the final file received from the Sponsor Bank, containing status of blocked funds or otherwise, along with the bank account details with respect to applications made using UPI ID. s. The allotment of debt securities shall be done as SEBI NCS Master Circular. 422t. The RTA, based on information of bidding and blocking received from the Stock Exchange, shall undertake reconciliation of the bid data and block confirmation corresponding to the bids by all investor category applications (with and without the use of UPI) and prepare the basis of allotment. u. Upon approval of the basis of allotment, the RTA shall share the ‘debit’ file with Sponsor bank (through Stock Exchange) and SCSBs, as applicable, for credit of funds in the Public Issue Account and unblocking of excess funds in the investor’s account. The Sponsor Bank, based on the mandate approved by the investor at the time of blocking of funds, shall raise the debit / collect request from the investor’s bank account, whereupon funds will be transferred from investor’s account to the Public Issue Account and remaining funds, if any, will be unblocked without any manual intervention by investor or their bank. v. Upon confirmation of receipt of funds in the public issue account, the securities would be credited to the investor’s account. The investor will be notified for full/partial allotment. For partial allotment, the remaining funds would be unblocked. For no allotment, mandate would be revoked and application amount would be unblocked for the investor. w. Thereafter, Stock Exchange will issue the listing and trading approval. x. Further, in accordance with the Operational Instructions and Guidelines for Making Application for Public Issue of Debt Securities through BSE Direct issued by BSE on December 28, 2020 the investor shall also be responsible for the following: i. Investor shall check the Issue details before placing desired bids; ii. Investor shall check and understand the UPI mandate acceptance and block of funds process before placing the bid; iii. The receipt of the SMS for mandate acceptance is dependent upon the system response/ integration of UPI on Debt Public Issue System; iv. Investor shall accept the UPI Mandate Requests within the stipulated timeline; v. Investor shall note that the transaction will be treated as completed only after the acceptance of mandates by the investor by way of authorising the transaction by entering their UPI pin and successfully blocking funds through the ASBA process by the investor’s bank; vi. Investor shall check the status of their bid with respect to the mandate acceptance and blocking of funds for the completion of the transaction; and vii. In case the investor does not accept the mandate within stipulated timelines, in such case their bid will not be considered for allocation. y. Further, in accordance with circular issued by National Stock Exchange of India Limited for Introduction of Unified Payment Interface (UPI) for Debt IPO through NSE goBID on January 05, 2021 the investor shall also be responsible for the following: i. After successful registration & log-in, the investors shall view and check the active Debt IPO’s available from IPO dashboard. ii. Investors shall check the issue/series details. Existing registered users of NSE goBID shall also be able to access once they accept the updated terms and condition. iii. After successfully bidding on the platform, investors shall check the NSE goBID app/psp/sms for receipt of mandate & take necessary action. iv. UPI mandate can be accepted latest by 5 pm on the third working day from the day of bidding on the stock exchange platform except for the last day of the issue period or any other modified closure date of the issue period in which case, he/ she is required to accept the UPI mandate latest by 5 pm the next working day. v. For UPI bid the facility of re-initiation/ resending the UPI mandate shall be available only till 5 pm on the day of bidding. vi. Investors can use the re-initiation/ resending facility only once in case of any issue in receipt/acceptance of mandate. z. The Investors are advised to read the operational guidelines mentioned for Making Application for Public Issue of Debt Securities through BSE Direct issued by BSE on December 28, 2020 and the circular issued by National Stock Exchange of India Limited for Introduction of Unified Payment Interface (UPI) for Debt IPO through NSE goBID on January 05, 2021 before investing through the through the app/ web interface of Stock Exchange(s). 423Kindly note, the Stock Exchange(s) shall be responsible for addressing investor grievances arising from Applications submitted online through the App based/ web interface platform of Stock Exchanges or through their Trading Members. Further, the collecting bank shall be responsible for addressing any investor grievances arising from non-confirmation of funds to the Registrar despite successful realization/blocking of funds, or any delay or operational lapse by the collecting bank in sending the Application forms to the Registrar. Do’s and Don’ts Applicants are advised to take note of the following while filling and submitting the Application Form: Do’s 1. Check if you are eligible to apply as per the terms of the Draft Shelf Prospectus, the Shelf Prospectus, the relevant Tranche Prospectus and applicable law, rules, regulations, guidelines and approvals. 2. Read all the instructions carefully and complete the Application Form in the prescribed form. 3. Ensure that you have obtained all necessary approvals from the relevant statutory and/or regulatory authorities to apply for, subscribe to and/or seek Allotment of NCDs pursuant to the Issue. 4. Ensure that the DP ID, Client ID and PAN mentioned in the Application Form, which shall be entered into the electronic system of the Stock Exchange are correct and match with the DP ID, Client ID and PAN available in the Depository database. Ensure that the DP ID and Client ID and UPI ID (whenever applicable) are correct and depository account is activated for Allotment of NCDs in dematerialised form only. The requirement for providing Depository Participant details shall be mandatory for all Applicants. 5. Ensure that you have mentioned the correct ASBA Account number (for all Applicants other than UPI Investors applying using the UPI Mechanism) in the Application Form. m. Further, UPI Investors using the UPI Mechanism must also mention their UPI ID. 6. UPI Investors applying using the UPI Mechanism shall ensure that the bank, with which they have their bank account, where the funds equivalent to the application amount are available for blocking, is certified by NPCI before submitting the ASBA Form to any of the Designated Intermediaries. 7. UPI Investors applying using the UPI Mechanism through the SCSBs and mobile applications shall ensure that the name of the bank appears in the list of SCSBs which are live on UPI, as displayed on the SEBI website. UPI Investors shall ensure that the name of the app and the UPI handle which is used for making the application appears on the list displayed on the SEBI website. An application made using incorrect UPI handle or using a bank account of an SCSB or bank which is not mentioned on the SEBI website is liable to be rejected. 8. Ensure that the Application Form is signed by the ASBA Account holder (or the UPI-linked bank account holder, as the case may be) in case the Applicant is not the ASBA account holder. Applicants (except UPI Investors making an Application using the UPI Mechanism) should ensure that they have an account with an SCSB and have mentioned the correct bank account number of that SCSB in the Application Form. UPI Investors applying using the UPI Mechanism should ensure that they have mentioned the correct UPI- linked bank account number and their correct UPI ID in the Application Form. 9. Ensure that you have funds equal to the Application Amount in the ASBA Account before submitting the Application Form to the respective Designated Branch of the SCSB, or to the Designated Intermediaries, as the case may be. 10. UPI Investors making an Application using the UPI Mechanism, should ensure that they approve the UPI Mandate Request generated by the Sponsor Bank to authorise blocking of funds equivalent to Application Amount and subsequent debit of funds in case of Allotment, in a timely manner. 11. UPI Investors making an Application using the UPI Mechanism shall ensure that details of the Application are reviewed and verified by opening the attachment in the UPI Mandate Request and then proceed to authorise the UPI Mandate Request using their UPI PIN. Upon the authorization of the mandate using their UPI PIN, the UPI Investor may be deemed to have verified the attachment containing the application details of the UPI Investor making and Application using the UPI Mechanism in the UPI Mandate Request and have agreed to block the entire Application Amount and authorized the Sponsor Bank to issue a request to block the Application Amount mentioned in the ASBA Form in their ASBA Account. 12. UPI Investors making an Application using the UPI Mechanism should mention valid UPI ID of only the Applicants (in case of single account) and of the first Applicant (in case of joint account) in the ASBA Form. 13. UPI Investors making an Application using the UPI Mechanism, who have revised their Application subsequent to making the initial Application, should also approve the revised UPI Mandate Request generated by the Sponsor Bank to authorise blocking of funds equivalent to the revised Application Amount in their account and in case of Allotment in a timely manner. 14. Ensure that the Application Forms are submitted at the collection centres provided in the Application Forms, bearing the stamp of a member of the Consortium or Trading Members of the Stock Exchange, as the case may be. 42415. Before submitting the Application Form with the Designated Intermediaries ensure that the SCSB, whose name has been filled in the Application Form, has named a branch in that relevant Bidding Centre. 16. Ensure that you have been given an acknowledgement as proof of having accepted the Application Form. 17. In case of any revision of Application in connection with any of the fields which are not allowed to be modified on the electronic application platform of the Stock Exchanges as per the procedures and requirements prescribed by each relevant Stock Exchange, ensure that you have first withdrawn your original Application and submit a fresh Application. For instance, as per the notice No: 20120831-22 dated August 31, 2012 issued by the NSE, fields namely, quantity, Series, application no., sub-category codes will not be allowed for modification during the Issue. In such a case the date of the fresh Application will be considered for date priority for allotment purposes. 18. Ensure that signatures other than in the languages specified in the Eighth Schedule to the Constitution of India is attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal. 19. Ensure that you mention your PAN in the Application Form. In case of joint Applicants, the PAN of all the Applicants should be provided, and for HUFs, PAN of the HUF should be provided. Any Application Form without the PAN is liable to be rejected. Applicants should not submit the GIR Number instead of the PAN as the Application is liable to be rejected on this ground. 20. In case of an HUF applying through its Karta, the Applicant is required to specify the name of an Applicant in the Application Form as ‘XYZ Hindu Undivided Family applying through PQR’, where PQR is the name of the Karta. However, the PAN number of the HUF should be mentioned in the Application Form and not that of the Karta. 21. Ensure that the Applications are submitted to the Members of Consortium, Trading Members of the Stock Exchanges or Designated Branches of the SCSBs, as the case may be, before the closure of application hours on the Issue Closing Date. For further information on the Issue programme, please see “General Information – Issue Schedule” on page 73. 22. Ensure that the Demographic Details including PAN are updated, true and correct in all respects. 23. Permanent Account Number: Except for Application (i) on behalf of the Central or State Government and officials appointed by the courts, and (ii) (subject to SEBI circular dated April 3, 2008) from the residents of the state of Sikkim, each of the Applicants should provide their PAN. Application Forms in which the PAN is not provided will be rejected. The exemption for the Central or State Government and officials appointed by the courts and for investors residing in the State of Sikkim is subject to (a) the demographic details received from the respective depositories confirming the exemption granted to the beneficiary owner by a suitable description in the PAN field and the beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the demographic details evidencing the same. 24. All Applicants are requested to tick the relevant column “Category of Investor” in the Application Form and tick the Series of NCDs in the Application Form that you wish to apply for. 25. Retail individual investors using the UPI Mechanism to ensure that they submit bids upto the application value of ₹5,00,000, or any other investment limit, as applicable and prescribed by SEBI from time to time. 26. Investor using the UPI Mechanism should ensure that the correct UPI ID (with maximum length of 45 characters including the handle) is mentioned in the Bid cum Application Form. 27. Investors bidding using the UPI Mechanism should ensure that they use only their own bank account linked UPI ID to make an application in the issue and submit the application with any of the intermediaries or through the Stock Exchange App/ Web interface. 28. Ensure that you have correctly signed the authorisation /undertaking box in the Application Form or have otherwise provided an authorisation to the SCSB or Sponsor Bank, as applicable, via the electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Application Form, as the case may be, at the time of submission of the Bid. In case of Retail Individual Investor submitting their Bids and participating in the Offer through the UPI Mechanism, ensure that you authorise the UPI Mandate Request raised by the Sponsor Bank for blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of Allotment. 29. Ensure that you have mentioned the correct details of ASBA Account (i.e., bank account number or UPI ID, bank name, bank branch as applicable) in the Application Form. 30. In case of Retail Individual Investor submitting their Bids and participating in the Offer through the UPI Mechanism, ensure that you authorise the UPI Mandate Request raised by the Sponsor Bank for blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of Allotment. 31. Retail Individual Investors submitting Application Form using the UPI Mechanism, should ensure that the: (a) bank where the bank account linked to their UPI ID is maintained; and (b) the Mobile App and UPI handle being used for making the Bid, are listed on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40. In terms of SEBI NCS Master Circular, SCSBs making applications on their own account using ASBA facility, should have a separate account in their own name with any other SEBI registered SCSB. Further, such account shall be used solely for the purpose of making application in public issues and clear demarcated funds should be available in such account. 425SEBI NCS Master Circular stipulated the time between closure of the Issue and listing at 6 (six) Working Days. However, pursuant to the SEBI circular dated September 26, 2024 and bearing reference number SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2024/129, SEBI has reduced the listing timeline in case of public issue of debt securities to 3 (three) Working Days. The revised timeline of T+3 Working days has been made applicable in two phases, i.e., voluntary for all public issues opening on or after November 1, 2024 and mandatory on or after November 1, 2025. Accordingly, the NCDs issued under the relevant Tranche Prospectuses will be made on a voluntary or mandatory basis, as specified in the respective Tranche Prospectus, subject to the timing of the Issue and any circulars, clarification or notification issued by the SEBI from time to time. In order to enable compliance with the above timelines, investors are advised to use ASBA facility only to make payment. Don’ts: 1. Do not apply for lower than the minimum application size. 2. Do not pay the Application Amount in cash, by cheque, by money order or by postal order or by stock invest. 3. Do not send Application Forms by post; instead submit the same to the Members of Consortium, sub-brokers, Trading Members of the Stock Exchanges or Designated Branches of the SCSBs, as the case may be. 4. Do not submit the Application Form to any non-SCSB bank or our Company. 5. Do not Bid on an Application Form that does not have the stamp of the relevant Designated Intermediary or the Designated Branch of the SCSB, as the case may be. 6. Do not fill up the Application Form such that the NCDs applied for exceeds the Issue size and/or investment limit or maximum number of NCDs that can be held under the applicable laws or regulations or maximum amount permissible under the applicable regulations. 7. Do not submit the GIR number instead of the PAN as the Application is liable to be rejected on this ground. 8. Do not submit incorrect details of the DP ID, Client ID, UPI ID (wherever applicable) and PAN or provide details for a beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Issue. 9. Do not submit an Application Form using UPI ID, if the Application is for an amount more than ₹5,00,000, or any other investment limit, as applicable and prescribed by SEBI from time to time. 10. Do not submit a bid using UPI ID, if you are not a Retail Individual Investor. 11. Do not submit the Application Forms without ensuring that funds equivalent to the entire Application Amount are available for blocking in the relevant ASBA Account or in the case of UPI Investors making and Application using the UPI Mechanism, in the UPI-linked bank account where funds for making the Application are available. 12. Do not submit Applications on plain paper or on incomplete or illegible Application Forms. 13. Do not apply if you are not competent to contract under the Indian Contract Act, 1872. 14. Bidding through the UPI Mechanism using the incorrect UPI handle or using a bank account of an SCSB and/or mobile applications which are not mentioned in the list provided in the SEBI. 15. Do not submit an Application in case you are not eligible to acquire NCDs under applicable law or your relevant constitutional documents or otherwise. 16. Do not submit an Application that does not comply with the securities law of your respective jurisdiction. 17. Do not apply if you are a person ineligible to apply for NCDs under the Issue including Applications by Persons Resident Outside India, NRI (inter-alia including NRIs who are (i) based in the USA, and/or, (ii) domiciled in the USA, and/or, (iii) residents/citizens of the USA, and/or, (iv) subject to any taxation laws of the USA). 18. Do not make an application of the NCD on multiple copies taken of a single form. 19. Payment of Application Amount in any mode other than through blocking of Application Amount in the ASBA Accounts shall not be accepted in the Issue. 20. Do not submit more than five Application Forms per ASBA Account. 21. If you are a Retail Individual Investor who is submitting the ASBA Application with any of the Designated Intermediaries and using your UPI ID for the purpose of blocking of funds, do not use any third party bank account or third-party linked bank account UPI ID. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI in case of Bids submitted by UPI Investors using the UPI Mechanism. Kindly note that ASBA Applications submitted to the Members of Consortium or Trading Members of the Stock Exchanges at the Specified Cities will not be accepted if the SCSB where the ASBA Account, as specified in the Application Form, is maintained has not named at least one branch at that Specified City for the Members of Consortium or Trading Members of the Stock Exchange, as the case may be, to deposit such Application Forms (A list of such branches is available at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes)). Please refer to “– Rejection of Applications” on page 431 for information on rejection of Applications. 426TERMS OF PAYMENT The entire issue price for the NCDs is payable on Application only. In case of Allotment of lesser number of NCDs than the number applied, our Company shall refund the excess amount paid on Application to the Applicant (or the excess amount shall be unblocked in the ASBA Account, as the case may be). The ASBA Applicants shall specify the ASBA Account number in the Application Form. For Applications other than those under the UPI Mechanism, the relevant branch of the SCSB shall perform verification procedures and block an amount in the ASBA Account equal to the Application Amount specified in the Application. For Applications under the UPI Mechanism, i.e., upto ₹ 0.05 crore, the Stock Exchange shall undertake validation of the PAN and Demat account combination details of the Applicant with the Depository. The Depository shall validate the PAN and Demat account details and send response to the Stock Exchange which would be shared by the Stock Exchange with the relevant Designated Intermediary through its platform, for corrections, if any. The blocking of funds in such case (not exceeding ₹ 0.05 crore) shall happen under the UPI Mechanism The entire Application Amount for the NCDs is payable on Application only. The relevant SCSB shall block an amount equivalent to the entire Application Amount in the ASBA Account at the time of upload of the Application Form. In case of Allotment of lesser number of NCDs than the number applied, the Registrar to the Issue shall instruct the SCSBs or the Sponsor Bank (as the case maybe) to unblock the excess amount in the ASBA Account. For ASBA Applications submitted directly to the SCSBs, the relevant SCSB shall block an amount in the ASBA Account equal to the Application Amount specified in the ASBA Application, before entering the ASBA Application into the electronic system of the Stock Exchange. SCSBs may provide the electronic mode of application either through an internet enabled application and banking facility or such other secured, electronically enabled mechanism for application and blocking of funds in the ASBA Account. For Applications submitted under the UPI Mechanism, post the successful validation of the UPI Mandate Request by the Applicant, the information would be electronically received by the Applicants’ bank, where the funds, equivalent to Application Amount, would get blocked in the Applicant’s ASBA Account. ASBA Applicants should ensure that they have funds equal to the Application Amount in the ASBA Account before submitting the ASBA Application to the Members of Consortium or Trading Members of the Stock Exchange, as the case may be, at the Specified Cities or to the Designated Branches of the SCSBs. An ASBA Application where the corresponding ASBA Account does not have sufficient funds equal to the Application Amount at the time of blocking the ASBA Account is liable to be rejected. A UPI Investor applying through the UPI Mechanism should ensure that, they check the relevant SMS generated for the UPI Mandate Request and all other steps required for successful blocking of funds in the UPI linked bank account, which includes accepting the UPI Mandate Request by 5:00 pm on the third Working Day from the day of bidding on the Stock Exchange (except on the last day of the Issue Period, where the UPI Mandate Request not having been accepted by 5:00 pm of the next Working Day), have been completed. The Application Amount shall remain blocked in the ASBA Account until approval of the Basis of Allotment and consequent transfer of the amount against the Allotted NCDs to the Public Issue Account(s), or until withdrawal/ failure of the Issue or until withdrawal/ rejection of the Application Form, as the case may be. Once the Basis of Allotment is approved, and upon receipt of intimation from the Registrar, the controlling branch of the SCSB shall, on the Designated Date, transfer such blocked amount from the ASBA Account to the Public Issue Account. The balance amount remaining after the finalisation of the Basis of Allotment shall be unblocked by the SCSBs on the basis of the instructions issued in this regard by the Registrar to the respective SCSB within 6 (six) Working Days of the Issue Closing Date or such lesser time as may be specified by SEBI. The Application Amount shall remain blocked in the ASBA Account until transfer of the Application Amount to the Public Issue Account, or until withdrawal/ failure of the Issue or until rejection of the ASBA Application, as the case may be. An Applicant may submit the Application Form through the App or web interface developed by Stock Exchanges wherein the bid is automatically uploaded onto the Stock Exchange bidding platform and the amount is blocked using the UPI Mechanism once the mandate request has been successfully accepted by the Applicant. Payment mechanism for Direct Online Applicants 427Please note that clarifications and/or confirmations regarding the implementation of the requisite infrastructure and facilities in relation to direct online applications and online payment facility have been sought from the Stock Exchanges. Additional Instructions for Retail Individual Investors using the UPI mechanism: a. Before submission of the application form with the Designated Intermediary, a Retail Individual Investor shall download the mobile app for UPI and create a UPI ID (xyz@bankname) of not more than 45 characters with its bank and link it to his/ her bank account where the funds equivalent to the application amount is available. b. The Retail Individual Investor shall fill in the bid details in the application form along with his/ her bank account linked UPI ID and submit the application with any of the intermediaries or through the stock exchanges App/Web interface. c. The Designated Intermediary, upon receipt of form, shall upload the bid details along with the UPI ID on the Stock Exchange(s) bidding platform using appropriate protocols. d. Once the bid has been entered in the bidding platform, the Stock Exchange(s) shall undertake validation of the PAN and Demat account combination details of investor with the depository. e. The Depository shall validate the aforesaid PAN and Demat account details on a near real time basis and send response to Stock Exchange(s) which would be shared by the Stock Exchange(s) with the Designated Intermediaries through its platform, for corrections, if any. f. Once the bid details are uploaded on the Stock Exchange(s) platform, the Stock Exchange(s) shall send an SMS to the investor regarding submission of his / her application, at the end of day, during the bidding period. For the last day of bidding, the SMS may be sent the next Working Day. g. Post undertaking validation with the Depository, the Stock Exchange(s) shall, on a continuous basis, electronically share the bid details along with investors UPI ID, with the Sponsor Bank appointed by the Company. h. The Sponsor Bank shall initiate a mandate request on the investor i.e. request the investor to authorise blocking of funds equivalent to application amount and subsequent debit of funds in case of allotment. i. The request raised by the Sponsor Bank, would be electronically received by the investor as a SMS/ intimation on his / her mobile no. / mobile app, associated with the UPI ID linked bank account. j. The investor shall be able to view the amount to be blocked as per his / her bid in such intimation. The investor shall be able to view an attachment wherein the bid details submitted by such investor will be visible. After reviewing the details properly, the investor shall be required to proceed to authorise the mandate. Such mandate raised by the Sponsor Bank would be a one-time mandate for each application in the Issue. k. The investor is required to accept the UPI mandate latest by 5 pm on the third working day from the day of bidding on the stock exchange platform except for the last day of the Issue period or any other modified closure date of the Issue period in which case, he / she is required to accept the UPI mandate latest by 5 pm the next Working Day. l. The investor shall not be allowed to add or modify the bid(s) of the application except for modification of either DP ID/Client ID, or PAN ID but not both. However, the investor can withdraw the bid(s) and reapply. m. For mismatch bids, on successful validation of PAN and DP ID/ Client ID combination during T+1 (T being the Issue Closing Date) modification session, such bids will be sent to Sponsor Bank for further processing by the Exchange on T+1 (T being the Issue Closing Date) day till 1 pm. n. The facility of Re-initiation/ Resending the UPI mandate shall be available only till 5 pm on the day of bidding. o. Upon successful validation of block request by the investor, as above, the said information would be electronically received by the investors’ bank, where the funds, equivalent to application amount, would get blocked in investors account. Intimation regarding confirmation of such block of funds in investors account would also be received by the investor. 428p. The information containing status of block request (e.g. accepted / decline / pending) would also be shared with the Sponsor Bank, which in turn would be shared with the Stock Exchange(s). The block request status would also be displayed on the Stock Exchange(s) platform for information of the intermediary. q. The information received from Sponsor Bank, would be shared by Stock Exchange(s) with the Registrar to the Issue in the form of a file for the purpose of reconciliation. r. Post closure of the Issue, the Stock Exchange(s) shall share the bid details with the Registrar to the Issue. Further, the Stock Exchange(s) shall also provide the Registrar to the Issue, the final file received from the Sponsor Bank, containing status of blocked funds or otherwise, along with the bank account details with respect to applications made using UPI ID. SUBMISSION OF COMPLETED APPLICATION FORMS Mode of Submission of To whom the Application Form has to be submitted Application Forms ASBA Applications 1. If using physical Application Form, (a) to the Members of Consortium or Trading Members of the Stock Exchanges only at the Specified Cities (“Syndicate ASBA”), or (b) to the Designated Branches of the SCSBs where the ASBA Account is maintained; or 2. If using electronic Application Form, to the SCSBs, electronically through internet banking facility, if available. Applications under the 1. Through the Designated Intermediary, physically or electronically, as applicable; or UPI Mechanism 2. Through Stock Exchange Direct Please note that clarifications and/or confirmations regarding the implementation of the requisite infrastructure and facilities in relation to direct online applications and online payment facility have been sought from the Stock Exchanges. No separate receipts will be issued for the Application Amount payable on submission of Application Form. However, the Members of Consortium/ Trading Members of Stock Exchanges will acknowledge the receipt of the Application Forms by stamping the date and returning to the Applicants a TRS which will serve as a duplicate Application Form for the records of the Applicant. Electronic Registration of Applications a. The Members of Consortium, Trading Members of the Stock Exchanges and Designated Branches of the SCSBs, as the case may be, will register the Applications using the on-line facilities of the Stock Exchange. The Members of Consortium, our Company and the Registrar to the Issue are not responsible for any acts, mistakes or errors or omission and commissions in relation to, (i) the Applications accepted by the SCSBs, (ii) the Applications uploaded by the SCSBs, (iii) the Applications accepted but not uploaded by the SCSBs, (iv) with respect to ASBA Applications accepted and uploaded by the SCSBs without blocking funds in the ASBA Accounts, or (v) any Applications accepted both uploaded and/or not uploaded by the Trading Members of the Stock Exchange. In case of apparent data entry error by the Members of Consortium, Trading Members of the Stock Exchange, or Designated Branches of the SCSBs, as the case may be, in entering the Application Form number in their respective schedules other things remaining unchanged, the Application Form may be considered as valid and such exceptions may be recorded in minutes of the meeting submitted to the Designated Stock Exchange. However, the Series, mode of allotment, PAN, demat account no. etc. should be captured by the relevant Members of Consortium, Trading Member of the Stock Exchanges in the data entries as such data entries will be considered for allotment/rejection of Application. b. The Stock Exchanges will offer an electronic facility for registering Applications for the Issue. This facility will be available on the terminals of Members of Consortium, Trading Members of the Stock Exchanges and the SCSBs during the Issue Period. The Members of Consortium and Trading Members of the Stock Exchanges can also set up facilities for off-line electronic registration of Applications subject to the condition that they will subsequently upload the off-line data file into the on-line facilities for Applications on a regular basis, and before the expiry of the allocated time on the Issue Closing Date. On the Issue Closing Date, the Members of Consortium, Trading Members of the Stock Exchanges and the Designated Branches of the SCSBs shall upload the Applications till such time as may be permitted by the Stock Exchange. This information will be available with the Members of Consortium, Trading Members of the Stock Exchanges and the Designated Branches of the SCSBs on a regular basis. Applicants are cautioned that a high inflow of high volumes on the last day of the Issue Period may lead to some Applications 429received on the last day not being uploaded and such Applications will not be considered for allocation. For further information on the Issue programme, please refer to “General Information – Issue Schedule” on page 73. c. With respect to ASBA Applications submitted directly to the SCSBs at the time of registering each Application, the Designated Branches shall enter the requisite details of the Applicants in the on-line system including: • Application Form number • PAN (of the first Applicant, in case of more than one Applicant) • Investor category and sub-category • DP ID • Client ID • UPI ID (if applicable) • Series of NCDs applied for • Number of NCDs Applied for in each Series of NCD • Price per NCD • Bank code for the SCSB where the ASBA Account is maintained • Bank account number • Location • Application amount d. With respect to ASBA Applications submitted to the Members of Consortium, or Trading Members of the Stock Exchanges only at the Specified Cities, at the time of registering each Application, the requisite details of the Applicants shall be entered in the on-line system including: • Application Form number • PAN (of the first Applicant, in case of more than one Applicant) • Investor category and sub-category • DP ID • Client ID • UPI ID (if applicable) • Series of NCDs applied for • Number of NCDs Applied for in each Series of NCD • Price per NCD • Bank code for the SCSB where the ASBA Account is maintained • Bank account number • Location of Specified City • Application amount e. A system generated acknowledgement (TRS) will be given to the Applicant as a proof of the registration of each Application. It is the Applicant’s responsibility to obtain the acknowledgement from the Members of Consortium, Trading Members of the Stock Exchanges and the Designated Branches of the SCSBs, as the case may be. The registration of the Application by the Members of Consortium, Trading Members of the Stock Exchanges and the Designated Branches of the SCSBs, as the case may be, does not guarantee that the NCDs shall be allocated/ Allotted by our Company. The acknowledgement will be non-negotiable and by itself will not create any obligation of any kind. f. Applications can be rejected on the technical grounds listed on page 431 or if all required information is not provided or the Application Form is incomplete in any respect. g. The permission given by the Stock Exchanges to use their network and software of the online system should not in any way be deemed or construed to mean that the compliance with various statutory and other requirements by our Company, the Lead Managers are cleared or approved by the Stock Exchanges; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does it take any responsibility for the financial or other soundness of our Company, the management or any scheme or project of our Company; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Draft Shelf Prospectus; nor does it warrant that the NCDs will be listed or will continue to be listed on the Stock Exchanges. 430h. Only Applications that are uploaded on the online system of the Stock Exchanges shall be considered for allocation/ Allotment. The Members of Consortium, Trading Members of the Stock Exchanges and the Designated Branches of the SCSBs shall capture all data relevant for the purposes of finalising the Basis of Allotment while uploading Application data in the electronic systems of the Stock Exchange. In order that the data so captured is accurate the Members of Consortium, Trading Members of the Stock Exchanges and the Designated Branches of the SCSBs will be given up to one (1) Working Day or such lesser time specified by SEBI, after the Issue Closing Date to modify/ verify certain selected fields uploaded in the online system during the Issue Period after which the data will be sent to the Registrar for reconciliation with the data available with the NSDL and CDSL. REJECTION OF APPLICATIONS Applications would be liable to be rejected on the technical grounds listed below or if all required information is not provided or the Application Form is incomplete in any respect. The Board of Directors and/or Securities Issuance and Investment Committee of our Company reserves it’s full, unqualified and absolute right to accept or reject any Application in whole or in part and in either case without assigning any reason thereof. Application may be rejected on one or more technical grounds, including but not restricted to: i. Application by persons not competent to contract under the Indian Contract Act, 1872, as amended, except bids by Minors (applying through the guardian) having valid demat account as per demographic details provided by the Depository Participants. ii. Minor Applicants (applying through the guardian) without mentioning the PAN of the minor Applicant. iii. PAN not mentioned in the Application Form, except for Applications by or on behalf of the Central or State Government and the officials appointed by the courts and by investors residing in the State of Sikkim, provided such claims have been verified by the Depository Participants. In case of minor Applicants applying through guardian, when PAN of the Applicant is not mentioned. iv. Application Amount blocked being higher or lower than the value of NCDs Applied for. However, our Company may allot NCDs up to the number of NCDs Applied for, if the value of such NCDs Applied for exceeds the minimum Application size. v. Applications where a registered address in India is not provided for the Applicant. vi. In case of partnership firms (except LLPs), NCDs applied for in the name of the partnership and not the names of the individual partner(s). vii. DP ID and Client ID not mentioned in the Application Form; viii. GIR number furnished instead of PAN. ix. Applications by OCBs. x. Applications for an amount below the minimum application size. xi. Submission of more than five ASBA Forms per ASBA Account. xii. Applications by persons who are not eligible to acquire NCDs of our Company in terms of applicable laws, rules, regulations, guidelines and approvals. xiii. In case of Applications under power of attorney or by limited companies, corporate, trust etc., relevant documents are not submitted. xiv. Applications accompanied by Stock invest/cheque/ money order/ postal order/ cash. xv. If an authorisation to the SCSB or Sponsor Bank for blocking funds in the ASBA Account or acceptance of UPI Mandate Request raised has not been provided. xvi. Signature of sole Applicant missing, or in case of joint Applicants, the Application Forms not being signed by the first Applicant (as per the order appearing in the records of the Depository). xvii. Applications by persons debarred from accessing capital markets, by SEBI or any other regulatory authority. xviii. Date of Birth for first/sole Applicant for persons applying for Allotment not mentioned in the Application Form. xix. Application Forms not being signed by the ASBA Account holder, if the account holder is different from the Applicant. xx. Signature of the ASBA Account holder on the Application Form does not match with the signature available on the SCSB bank’s records where the ASBA Account mentioned in the Application Form is maintained. xxi. Application Forms submitted to the Members of Consortium or Trading Members of the Stock Exchanges or Designated Branches of the SCSBs does not bear the stamp of the relevant Member of Consortium or Trading Member of the Stock Exchange or Designated Branch of the SCSB, as the case may be. xxii. Applications not having details of the ASBA Account to be blocked. xxiii. In case no corresponding record is available with the Depositories that matches three parameters namely, DP ID, Client ID, UPI ID and PAN or if PAN is not available in the Depository database. 431xxiv. Inadequate funds in the ASBA Account to enable the SCSB to block the Application Amount specified in the Application Form at the time of blocking such Application Amount in the ASBA Account or no confirmation is received from the SCSB for blocking of funds. xxv. SCSB making an application (a) through an ASBA account maintained with its own self or (b) through an ASBA Account maintained through a different SCSB not in its own name or (c) through an ASBA Account maintained through a different SCSB in its own name, where clear demarcated funds are not present or (d) through an ASBA Account maintained through a different SCSB in its own name which ASBA Account is not utilised solely for the purpose of applying in public issues. xxvi. Applications for amounts greater than the maximum permissible amount prescribed by the regulations and applicable law. xxvii. Authorisation to the SCSB for blocking funds in the ASBA Account or acceptance of UPI Mandate Request raised has been not provided. xxviii. Applications by persons prohibited from buying, selling or dealing in shares, directly or indirectly, by SEBI or any other regulatory authority. xxix. Applications by any person outside India. xxx. Applications by other persons who are not eligible to apply for NCDs under the Issue under applicable Indian or foreign statutory/regulatory requirements. xxxi. Applications not uploaded on the online platform of the Stock Exchange. xxxii. Applications uploaded after the expiry of the allocated time on the Issue Closing Date, unless extended by the Stock Exchanges, as applicable. xxxiii. Application Forms not delivered by the Applicant within the time prescribed as per the Application Form and the Shelf Prospectus and this Draft Shelf Prospectus and as per the instructions in the Application Form. xxxiv. Applications by Applicants whose demat accounts have been ‘suspended for credit’ pursuant to the circular issued by SEBI on July 29, 2010 bearing number CIR/MRD/DP/22/2010. xxxv. Where PAN details in the Application Form and as entered into the electronic system of the Stock Exchange, are not as per the records of the Depositories. xxxvi. Applications for Allotment of NCDs in dematerialised form providing an inoperative demat account number. xxxvii. Applications submitted to the Members of Consortium, or Trading Members of the Stock Exchanges at locations other than the Specified Cities or at a Designated Branch of a SCSB where the ASBA Account is not maintained. xxxviii. Applications tendered to the Trading Members of the Stock Exchanges at centers other than the centers mentioned in the Application Form. xxxix. Investor Category not ticked. xl. In case of cancellation of one or more orders (Series) within an Application, leading to total order quantity falling under the minimum quantity required for a single Application. xli. A UPI Investor applying through the UPI Mechanism, not having accepted the UPI Mandate Request by 5:00 pm on the third Working Day from the day of bidding on the stock exchange except on the last day of the Issue Period, where the UPI Mandate Request not having been accepted by 5:00 pm of the next Working Day xlii. The UPI Mandate Request is not approved by the Retail Individual Investor. xliii. Forms not uploaded on the electronic software of the Stock Exchange. Kindly note that Applications submitted to the Members of Consortium, or Trading Members of the Stock Exchanges at the Specified Cities will not be accepted if the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has not named at least one branch at that Specified City for the Members of Consortium, or Trading Members of the Stock Exchange, as the case may be, to deposit ASBA Applications (A list of such branches is available at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes). For information on certain procedures to be carried out by the Registrar to the Offer for finalisation of the basis of allotment, please refer to “– Information for Applicants” on page 432. BASIS OF ALLOTMENT Basis of Allotment for NCDs As specified in the relevant Tranche Prospectus. Allocation Ratio Reservations shall be made for each of the Portions as specified relevant Tranche Prospectus. Information for Applicants 432Upon the closure of the Issue, the Registrar to the Issue will reconcile the compiled data received from the Stock Exchange and all SCSBs and match the same with the Depository database for correctness of DP ID, Client ID, UPI ID (where applicable) and PAN. The Registrar to the Issue will undertake technical rejections based on the electronic details and the Depository database and prepare list of technical rejection cases. In case of any discrepancy between the electronic data and the Depository records, our Company, in consultation with the Designated Stock Exchange, the Lead Manager and the Registrar to the Issue, reserves the right to proceed as per the Depository records for such Applications or treat such Applications as rejected. Based on the information provided by the Depositories, our Company shall have the right to accept Applications belonging to an account for the benefit of a minor (under guardianship). In case of Applications for a higher number of NCDs than specified for that category of Applicant, only the maximum amount permissible for such category of Applicant will be considered for Allotment. Unblocking of Funds for withdrawn, rejected or unsuccessful or partially successful Applications The Registrar shall, pursuant to preparation of Basis of Allotment, instruct the relevant SCSB or the Members of the Consortium (for Applications under the UPI Mechanism), as applicable, to unblock the funds in the relevant ASBA Account/UPI Linked bank account for withdrawn, rejected or unsuccessful or partially successful Applications within 6 (six) Working Days of the Issue Closing Date or such lesser time as may be specified by SEBI. Mode of making refunds The Registrar to the Issue shall instruct the relevant SCSB or in case of Bids by Retail Individual Investors applying through the UPI Mechanism to the Sponsor Bank, to revoke the mandate and to unblock the funds in the relevant ASBA Account to the extent of the Application Amount specified in the Application Forms for withdrawn, rejected or unsuccessful or partially successful Applications within six Working Days of the Issue Closing Date or such lesser time as may be specified by SEBI. Our Company and the Registrar to the Issue shall credit the allotted NCDs to the respective beneficiary accounts/ dispatch the Letters of Allotment or letters of regret by registered post/speed post at the Applicant’s sole risk, within six Working Days from the Issue Closing Date or such lesser time as may be specified by SEBI. We may enter into an arrangement with one or more banks in one or more cities for refund to the account of the applicants through Direct Credit/RTGS/NEFT/NACH. Further, a) Allotment of NCDs in this Issue shall be made within the time period stipulated by SEBI; b) Credit to dematerialised accounts will be given within one Working Day from the Date of Allotment; c) Interest at a rate of 15% per annum will be paid if the Allotment has not been made and/or the refund effected within six Working Days from the Issue Closing Date or such lesser time as may be specified by SEBI, for the delay beyond five Working Days or such lesser time as may be specified by SEBI; and d) Our Company will provide adequate funds to the Registrar to the Issue for this purpose Issuance of allotment advice Our Company shall ensure dispatch of Allotment Advice and/ or give instructions for credit of NCDs to the beneficiary account with Depository Participants within 6 (six) Working Days of the Issue Closing Date or such lesser time as may be specified by SEBI. The Allotment Advice for successful Applicants will be mailed to their addresses as per the Demographic Details received from the Depositories. Our Company shall use best efforts to ensure that all steps for completion of the necessary formalities for commencement of trading at the Stock Exchanges where the NCDs are proposed to be listed are taken within 6 (six) Working Days from the Issue Closing Date or such lesser time as may be specified by SEBI. Allotment Advices shall be issued or Application Amount shall be unblocked within 6 (six) Working Days from the Issue Closing Date or such lesser time as may be specified by SEBI or else the Application Amount shall be unblocked in the ASBA Accounts or the UPI linked bank accounts (for Applications under the UPI Mechanism) of the Applicants forthwith. 433Our Company will provide adequate funds required for dispatch of Allotment Advice, as applicable, to the Registrar to the Issue. OTHER INFORMATION Withdrawal of applications during the Issue Period Withdrawal of Applications Applicants can withdraw their Applications during the Issue Period by submitting a request for the same to Consortium Member, Trading Member of the Stock Exchanges or the Designated Branch, as the case may be, through whom the Application had been placed. In case of Applications submitted to the Consortium Member, or Trading Members of the Stock Exchanges at the Specified Cities, upon receipt of the request for withdrawal from the Applicant, the relevant Consortium Member, or Trading Member of the Stock Exchange, as the case may be, shall do the requisite, including deletion of details of the withdrawn Application Form from the electronic system of the Stock Exchange and intimate the Designated Branch of the SCSB to unblock of the funds blocked in the ASBA Account at the time of making the Application. In case of Applications (Other than under the UPI Mechanism) submitted directly to the Designated Branch of the SCSB, upon receipt of the request for withdraw from the Applicant, the relevant Designated Branch shall do the requisite, including deletion of details of the withdrawn Application Form from the electronic system of the Stock Exchanges and unblocking of the funds in the ASBA Account, directly. In case an Applicant wishes to withdraw the Application after the Issue Closing Date or early closure date, the same can be done by submitting a withdrawal request to the Registrar to the Issue prior to the finalisation of the Basis of Allotment but not later that 2 (two) working days from the Issue Closing Date or early closure date or such lesser time as may be specified by SEBI, as applicable. Early closure Our Company, in consultation with the Lead Managers reserves the right to close the Issue at any time prior to the Closing Date of respective Tranche Prospectus, subject to receipt of minimum subscription for NCDs aggregating to 75% of the Base Issue Size. Our Company shall allot NCDs with respect to the Applications received at the time of such early closure in accordance with the Basis of Allotment as described hereinabove and subject to applicable statutory and/or regulatory requirements. If our Company does not receive the minimum subscription of 75% of Base Issue Size within the timelines prescribed under applicable laws, the entire Application Amount shall be unblocked in the relevant ASBA Account(s) of the Applicants within eight (8) Working Days from the Issue Closing Date of respective Tranche Prospectus, or such time as may be specified by SEBI. In case of failure of the Issue due to reasons such as non-receipt of listing and trading approval from the Stock Exchanges wherein the Application Amount has been transferred to the Public Issue Account from the respective ASBA Accounts, such Application Amount shall be unblocked in the Applicants ASBA Account within 2 (two) Working Days from the scheduled listing date, failing which the Company will become liable to refund the Application Amount along with interest at the rate 15 (fifteen) percent per annum from the scheduled listing date till the date of actual payment. Revision of Applications As per the notice dated August 31, 2012 and bearing reference number 20120831-22 issued by BSE and notice dated August 7, 2012 and bearing reference number NSE/CML/2012/0672 issued by NSE, cancellation of one or more orders (Series) within an Application is permitted during the Issue Period as long as the total order quantity does not fall under the minimum quantity required for a single Application. Please note that in case of cancellation of one or more orders (Series) within an Application, leading to total order quantity falling under the minimum quantity required for a single Application will be liable for rejection by the Registrar. Applicants may revise/ modify their Application details during the Issue Period, as allowed/permitted by the stock exchange(s), by submitting a written request to the Consortium Member / Trading Members of the Stock Exchange/ the SCSBs, as the case may be. For Applications made under the UPI Mechanism, an Applicant shall not be allowed to add or modify the details of the Application except for modification of either DP ID/ Client ID, or PAN ID but not both. However, the Applicant may withdraw the Application and reapply. 434However, for the purpose of Allotment, the date of original upload of the Application will be considered in case of such revision/modification. In case of any revision of Application in connection with any of the fields which are not allowed to be modified on the electronic Application platform of the Stock Exchange(s) as per the procedures and requirements prescribed by each relevant Stock Exchange, Applicants should ensure that they first withdraw their original Application and submit a fresh Application. In such a case the date of the new Application will be considered for date priority for Allotment purposes. Revision of Applications is not permitted after the expiry of the time for acceptance of Application Forms on Issue Closing Date. However, in order that the data so captured is accurate, the Consortium Member, Trading Members of the Stock Exchanges and the Designated Branches of the SCSBs will be given up to one (1) Working Day after the Issue Closing Date to modify/ verify certain selected fields uploaded in the online system during the Issue Period, after which the data will be sent to the Registrar for reconciliation with the data available with the NSDL and CDSL. Depository Arrangements We have made depository arrangements with NSDL and CDSL. Please note that Tripartite Agreements have been executed between our Company, the Registrar and both the depositories. As per the provisions of the Depositories Act, 1996, the NCDs issued by us can be held in a dematerialised form. In this context: i. Tripartite agreement dated February 11, 2013 among our Company, the Registrar and CDSL and tripartite agreement dated February 13, 2013 among our Company, the Registrar and NSDL, respectively for offering depository option to the investors. ii. An Applicant must have at least one beneficiary account with any of the Depository Participants (DPs) of NSDL or CDSL prior to making the Application. iii. The Applicant must necessarily provide the DP ID and Client ID details in the Application Form. iv. NCDs Allotted to an Applicant in the electronic form will be credited directly to the Applicant’s respective beneficiary account(s) with the DP. v. Non-transferable Allotment Advice/ refund orders will be directly sent to the Applicant by the Registrar to this Issue. vi. It may be noted that NCDs in electronic form can be traded only on the Stock Exchanges having electronic connectivity with NSDL or CDSL. The Stock Exchanges have connectivity with NSDL and CDSL. vii. Interest or other benefits with respect to the NCDs held in dematerialised form would be paid to those NCD Holders whose names appear on the list of beneficial owners given by the Depositories to us as on Record Date. In case of those NCDs for which the beneficial owner is not identified by the Depository as on the Record Date/ book closure date, we would keep in abeyance the payment of interest or other benefits, till such time that the beneficial owner is identified by the Depository and conveyed to us, whereupon the interest or benefits will be paid to the beneficiaries, as identified, within a period of 30 (thirty) days. viii. The trading of the NCDs on the floor of the Stock Exchanges shall be in dematerialised form only. Please also refer to “– Instructions for filling up the Application Form – Applicant’s Beneficiary Account and Bank Account Details” on page 419. Please note that the NCDs shall cease to trade from the Record Date (for payment of the principal amount and the applicable premium and interest for such NCDs) prior to redemption of the NCDs. PLEASE NOTE THAT TRADING OF NCDs ON THE FLOOR OF THE STOCK EXCHANGES SHALL BE IN DEMATERIALISED FORM ONLY IN MULTIPLE OF ONE NCD. Allottees will have the option to re-materialise the NCDs Allotted under the Issue as per the provisions of the Companies Act, 2013 and the Depositories Act. Communications All future communications in connection with Applications made in this Issue (except the Applications made through the Trading Members of the Stock Exchange) should be addressed to the Registrar to the Issue quoting the full name of the sole or first Applicant, Application Form number, Applicant’s DP ID and Client ID, Applicant’s PAN, number of NCDs applied for, date of the Application Form, name and address of the Lead Managers, Trading Member of the Stock Exchanges or Designated Branch, as the case may be, where the Application was submitted, and cheque/ draft number and issuing bank thereof or with respect to ASBA Applications, ASBA Account number in which the amount equivalent 435to the Application Amount was blocked. All grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a copy to the relevant SCSB. For Retail investors with application under the UPI Mechanism, UPI ID (for UPI Investors who make the payment of Application Amount through the UPI Mechanism), date of the Application Form, name and address of the Designated Intermediary or Designated Branch of the SCSBs, as the case may be, where the Application was submitted. Applicants may contact our Company Secretary and Compliance Officer or the Registrar to the Issue in case of any pre- Issue or post- Issue related problems such as non-receipt of Allotment Advice, refunds, or credit of NCDs in the respective beneficiary accounts, as the case may be. Interest in case of Delay Our Company undertakes to pay interest, in connection with any delay in allotment, demat credit and refunds, beyond the time limit as may be prescribed under applicable statutory and/or regulatory requirements, at such rates as stipulated under such applicable statutory and/or regulatory requirements. Undertaking by the Issuer Investment in non-convertible securities is risky, and investors should not any funds in such securities unless they can afford to take the risk attached to such investments. Investors are advised to take an informed decision and to read the risk factors carefully before investing in this offering. For taking an investment decision, investors must rely on their examination of the issue including the risk involved in it. Specific attention of investors is invited to statement of risk factors contained under contained under “Risk Factors” and “Material Developments” on pages 19 and 226, respectively. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the non- convertible securities or investor’s decision to purchase such securities. The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this issue document contains all information with regard to the issuer and the issue which is material in the context of the issue, that the information contained in the issue document is true and correct in all material aspects and is not misleading, than the opinions and intentions expressed herein are honestly stated and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading. Statement by the Board: i. All monies received pursuant to the Issue of NCDs to public shall be transferred to a separate bank account as referred to in sub-section (3) of section 40 of the Companies Act, 2013. ii. Details of all monies utilised out of Issue referred to in sub-item (a) shall be disclosed under an appropriate separate head in our Balance Sheet indicating the purpose for which such monies had been utilised. iii. Details of all unutilised monies out of issue of NCDs, if any, referred to in sub-item (a) shall be disclosed under an appropriate separate head in our Balance Sheet indicating the form in which such unutilised monies have been invested. iv. the details of all utilised and unutilised monies out of the monies collected in the previous issue made by way of public offer shall be disclosed and continued to be disclosed in the balance sheet till the time any part of the proceeds of such previous issue remains unutilised indicating the purpose for which such monies have been utilised, and the securities or other forms of financial assets in which such unutilised monies have been invested; v. Undertaking by our Company for execution of Debenture Trust Deed. vi. We shall utilise the Issue proceeds only upon execution of the Debenture Trust Deed as stated in the Shelf Prospectus and this Draft Shelf Prospectus, on receipt of the minimum subscription of 75% of the Base Issue Size and receipt of listing and trading approval from the Stock Exchange. vii. The Issue proceeds shall not be utilised towards full or part consideration for the purchase or any other acquisition, inter alia by way of a lease, of any immovable property dealing of equity of listed companies or lending/investment in group companies. viii. The allotment letter shall be issued or application money shall be refunded within 15 (fifteen) days from the closure of the Issue or such lesser time as may be specified by Securities and Exchange Board of India, or else the application money shall be refunded to the applicants forthwith, failing which interest shall be due to be paid to the applicants at the rate of 15% per annum for the delayed period. Other Undertakings by our Company Our Company undertakes that: 436i. Complaints received in respect of the Issue will be attended to by our Company expeditiously and satisfactorily. ii. Necessary cooperation to the relevant credit rating agency(ies) will be extended in providing true and adequate information until the obligations in respect of the NCDs are outstanding. iii. Our Company will take necessary steps for the purpose of getting the NCDs listed within the specified time, i.e., within 6 (six) Working Days of the Issue Closing Date or such lesser time as may be specified by SEBI. iv. Funds required for dispatch of refund orders/Allotment Advice will be made available by our Company to the Registrar to the Issue. v. Our Company will forward details of utilisation of the proceeds of the Issue, duly certified by the Statutory Auditor, to the Debenture Trustee on a half-yearly basis. vi. Our Company will provide a compliance certificate to the Debenture Trustee on an annual basis in respect of compliance with the terms and conditions of the Issue as contained in the Shelf Prospectus and this Draft Shelf Prospectus. vii. Our Company shall make necessary disclosures/reporting under any other legal and regulatory requirement as may be required by our Company from time to time. viii. Our Company will disclose the complete name and address of the Debenture Trustee in its annual report and website. ix. If Allotment is not made, application monies will be refunded/unblocked in the ASBA Accounts within 6 (six) Working Days from the Issue Closing Date or such lesser time as specified by SEBI, failing which interest will be due to be paid to the Applicants in accordance with applicable laws. x. We shall create a recovery expense fund in the manner as maybe specified by SEBI from time to time and shall inform the Debenture Trustee about the same. We undertake that the assets on which charge is created, are free from any encumbrances and in cases where the assets are already charged to secure a debt, the permission or consent to create a second or pari passu charge on the assets of the issuer has been obtained from the earlier creditor. 437SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF OUR COMPANY PRELIMINARY 1. Subject to the provisions contained in these Articles, the regulations contained in Table F of Schedule I shall apply to the Company except in so far as they are embodied in the following Articles, which shall be the regulations for the management of the Company, so that the Articles shall to the extent to which they are repugnant to and / or at variance with the provisions of the Companies Act 2013, various Schedules thereto and the Rules made thereunder (collectively referred to as “Act”), be deemed to have been replaced by the relevant provisions/rules in the Act so as to be in consonance and harmony therewith. DEFINITIONS AND INTERPRETATIONS 2. (i) In these Regulations :- (a) ‘Auditor’ means the statutory auditors of the Company appointed by the Company in accordance with the provisions of the Act. (b) 'Board' means the Board of Directors for the time being of the Company. (c) "Beneficial Owner" means a person whose name is recorded as such with a Depository; (d) ‘Chairman’ means the Chairman of the Board for the time being of the Company (e) 'Director' means a member of the Board for the time being of the Company and includes an alternate director. (f) 'Debenture' includes debenture stocks. (g) "Depository" means a company formed and registered under the Companies Act, 1956 (1 of 1956), and which has been granted a certificate of registration under sub-section (1A) of section 12 of the Securities and Exchange Board of India Act, 1992 (15 of 1992); (h) 'Dividend' includes interim dividend. (i) ‘General Meeting’ or ‘Meeting’ means a general meeting of the members. (j) 'Managing Director' means the Managing Director(s) for the time being of the Company so appointed. (k) ‘Member’ or ‘Shareholder’ means duly registered holder of the shares of the Company and whose name is entered in the Register and any other person whose name is entered as Beneficial Owner in the records of the Depository. Note: Article 1 and Article 119(a) of the Articles of Association(AOA) of the Company has been altered vide special resolution passed in the Extraordinary General Meeting of the members of the Company held on May 26, 2014. *Note: Name of the Company, wherever it appears in AOA, has been substituted from Indiabulls Housing Finance Limited to Sammaan Capital Limited vide Special Resolution passed by the Shareholders of the Company in their 18th Annual General Meeting held on September 25, 2023. (l) 'Month' means calendar month. (m) 'Office' means the Registered Office for the time being of the Company. (n) 'Person' includes body corporate, firm, association of firms and society registered under the Societies Registration Act. 438(o) 'Proxy' includes an Attorney duly constituted under a Power of attorney. (p) 'Register' means the Register of members kept pursuant to Section 150 of the Act. (q) ‘Shares’ mean voting shares in the capital of the Company and includes all rights and interests therein, bonus shares and any shares issued in exchange thereof by way of conversion or reclassification and any shares representing or deriving from such shares as a result of any increase in or reorganisation or variation of the capital of the Company. (r) 'Seal' means the Common Seal for the time being of the Company. (s) ‘Table A’ means the Table A of the First Schedule to the Act. (t) 'The Company' means SAMMAAN CAPITAL LIMITED (u) 'The Act' means the Companies Act, 1956 and includes any re-enactment or statutory modification thereof for the time being in force. (v) ‘These presents' means the Memorandum of Association and these Articles of Association of the Company for the time being in force. (w) ‘Whole time Director’ means the Whole time Director for the time being of the Company. (ii) (a) Unless the context otherwise requires, words or expression contained in these Regulations shall bear the same meaning as in the Act or any statutory modification thereof. (b) 'In writing' and 'written' includes printing, lithography and any other modes of representing or reproducing words in a visible form. (c) Words importing the singular number shall include the plural number and vice versa. SHARES 3. Copies of Memorandum and Articles of Association of the Company shall be furnished to every member of the Company at his request on payment of ₹ 1 (One) each. 4. The authorised Share Capital of the Company is as mentioned in Clause V of the Memorandum of Association of the Company. The paid up capital of the company shall not be less than ₹ 5,00,000/- (Rupees Five Lac) or such higher sum as may be prescribed by the Act. 5. Subject to the provisions of Section 80 of the Companies Act, 1956, the Company may issue preference shares, which are or at the option of the Company are liable to be redeemed and/or converted into equity share capital, on such terms and in such manner and time, as the resolution authorising such issue shall prescribe. 6. Subject to the provisions of these Articles, the shares shall be under the control of the Board who may allot or otherwise dispose of the same to such person, on such terms and conditions, at such times, either at par or at a premium and for such consideration as the Board thinks fit. 7. The Directors may allot and issue shares in the Capital of the Company as partly or fully paid up in consideration of any property sold or goods transferred or machinery supplied or for services rendered to the Company in the conduct of its business. 8. Unless the shares of the Company are held with a Depository, the shares in the Capital shall be numbered progressively according to their several denominations. 9. Except as required by law, no person shall be recognised by the Company as holding any shares upon any trust, and the Company shall not be bound by, or be compelled in any way to recognise (even when having notice 439thereof), any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share or (except only as by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder. 10. The Company may pay commission to any person prescribed under Section 76 of Act and that such commission may be paid in cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other. The Company may also on any issue of shares or debenture pay such brokerage as may be lawful. 11. Save as permitted by Section 77 of the Act, the funds of the Company shall not be employed in the purchase of or lent on the security of, shares of the Company. The Company shall not give, directly or indirectly, any financial assistance whether by way of loan, guarantee, security or otherwise any financial assistance for the purpose of or in connection with any purchase of or subscription for any shares in the Company. 12. Subject to the provisions of section 77A, 77AA and 77B and any statutory amendments or reenactments thereof and compliance of the provisions thereof by the Company, the Company is authorised to purchase its own shares or other specified securities. 13. Subject to the provisions of section 78 and section 79 of the Act, the Company may issue shares at a premium or at a discount. 14. The Company, subject to the provisions of section 79A of the Act, may issue sweat equity shares of a class of shares already issued. All the limitations, restrictions and provisions relating to equity shares shall apply to such sweat equity shares. 15. If, by the conditions of issue of any shares, the whole or part of amount of issue price thereof shall be payable in installments, every such installment shall, when due, be paid to the Company, by the person who, for the time being, shall be the registered holder of the share or by his executor or administrator as the case may be. 16. The Joint holders of a share shall be severally as well as jointly liable for the payment of all installments and calls due in respect of such share. 17. Share(s) may be registered in the name of any person, company or other body corporate. Not more than three persons shall be registered as joint holders of any shares. Shares may be registered in the name of any minor through a guardian only as fully paid shares. FURTHER ISSUE OF SHARES 18. Where at the time after the expiry of two years from the formation of the company or at any time after the expiry of one year from the allotment of shares in the company made for the first time after its formation, which ever is earlier, it is proposed to increase the subscribed capital of the company by allotment of further shares either out of the un-issued capital or out of the increased share capital then: (a) such further shares shall be offered to the persons who at the date of the offer, are holders of the equity shares of the company, in proportion, as near as circumstances admit, to the capital paid up on those shares at the date. (b) such offer shall be made by a notice specifying the number of shares offered and limiting a time not less than thirty days from the date of the offer and the offer if not accepted will be deemed to have been declined. (c) the offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to them in favor of any other person and the notice referred to in sub clause (b) hereof shall contain a statement of this right. PROVIDED THAT the Directors may decline, without assigning any reason to allot any shares to any person in whose favour any member may renounce the shares offered to him. (d) After expiry of the time specified in the aforesaid notice or on receipt of earlier intimation from the person to whom such notice is given that he declines to accept the shares offered, the Board may dispose off them in such manner and to such person(s) as they may think, in their sole discretion, fit. 44019. Notwithstanding anything contained in clause 18 thereof, the further shares aforesaid may be offered to any persons (whether or not those persons include the persons referred to in clause (a) of sub-clause (18) hereof) in any manner whatsoever. (a) If a special resolution to that effect is passed by the Company in General Meeting, or (b) Where no such special resolution is passed, if the votes cast (whether on a show of hands or on a poll as the case may be) in favour of the proposal contained in the resolution moved in the general meeting (including the casting vote, if any, of the Chairman) by the members who, being entitled to do so, vote in person, or where proxies are allowed, by proxy, exceed the votes, if any, cast against the proposal by members, so entitled and voting and the Central Government is satisfied, on an application made by the Board in this behalf that the proposal is most beneficial to the Company. 20. Nothing in sub-clause (c) of clause 18 hereof shall be deemed: (a) to extend the time within which the offer should be accepted; or (b) to authorize any person to exercise the right of renunciation for a second time on the ground that the person in whose favour the renunciation was first made has declined to take the shares comprised in the renunciation. 21. Nothing in this Article shall apply to the increase of the subscribed capital of the Company caused by the exercise of an option attached to the debenture issued or loans raised by the Company: (i) to convert such debentures or loans into shares in the Company: or (ii) to subscribe for shares in the Company (whether such option is conferred in these Articles or otherwise). PROVIDED THAT the terms of issue of such debentures or the terms of such loans include a term providing for such option and such term: (a) either has been approved by the Central Government before the issue of the debentures or the raising of the loans or is in conformity with the rules, if any, made by that Government in this behalf: and (b) In the case of debentures or loans or other than debentures issued to or loans obtained from Government or any Institution specified by the Central Government in this behalf, has also been approved by a special resolution passed by the Company in General Meeting before the issue of the debentures or raising of the loans. EMPLOYEE STOCK OPTIONS/STOCK PURCHASE 22. Subject to the provisions of Section 81 of the Act and other applicable law, the Company may issue options to the whole-time directors, officers or employees of the Company, its subsidiaries or its parent, which would give such directors, officers or employees, the benefit or right to purchase or subscribe at a future date, the securities offered by the Company at a pre-determined price, in term of schemes of employee stock options or employees share purchase or both. INCREASE AND REDUCTION OF CAPITAL 23. The Company in General Meeting may, from time to time, by ordinary resolution increase the share capital of the Company by the creation of new shares by such sum, to be divided into shares of such amount as may be deemed expedient. 24. Subject to any special rights or privileges for the time being attached to any shares in the capital of the Company when issued, the new shares may be issued upon such terms and conditions and with such preferential, qualified or such rights and privileges or conditions there to as general meeting resolving upon the creation thereof shall direct. If no direction be given, the Board shall determine in particular the manner in which such shares may be issued with a preferential or qualified right to dividends and in the distribution of assets of the Company. 44125. Before the issue of any new shares, the Company in General Meeting may make provisions as to the allotment and issue of the new shares and in particular may determine to whom the shares be offered in the first instance and whether at par or premium or at a discount. In case no such provision is made by the Company in General Meeting, the new shares may be dealt with according to the provisions of these Articles. 26. Except so far as otherwise provided by the conditions of issue or by these presents any capital raised by the creation of new shares shall be considered part of the then existing capital of Company and shall be subject to the provisions herein contained with reference to the payment of dividends, calls and installments, transfer and transmission, forfeiture, lien, voting, surrender and otherwise. 27. If, owing to any inequality in the number of new shares to be issued and the number of shares held by members entitled to have the offer of such new shares, any difficulty arising in the allotment of such new shares or any of them amongst the members shall, in the absence of any direction in the resolution creating the shares or by the Company in general meeting, be determined by the Board. 28. Subject to the provisions of sections 100 to 103 of the Act, the Company may, from time to time in any manner, by special resolution and subject to any consent required under sections 100 to 103 of the Act, reduce: a. its share capital b. any capital redemption reserve c. any share premium account. 29. Subject to provisions of sections 100 to 105 of the Act, the Board may accept from any member the surrender, on such terms and conditions as shall be agreed, of all or any of his shares. ALTERATION OF SHARE CAPITAL 30. The Company, by ordinary resolution may, from time to time: a. consolidate and divide all or any of its share capital into shares of larger amount than its existing shares. b. sub-divide its share or any of them into shares of smaller amount than is fixed by the Memorandum of Association so, however, that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived. c. cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of share so cancelled. 31. Where any share capital is sub-divided, the Company in General Meeting, subject to the provisions of Section 85, 87 and 106 of the Act, may determine that as between the holders of the shares resulting from sub-division, one or more of such shares shall have same preferential or special rights as regards dividend, payment of capital, voting or otherwise. VARIATION OF SHARE HOLDER'S RIGHTS 32. If at any time the share capital is divided into different classes of shares, all or any of the rights and privileges attached to any class (unless otherwise prohibited by the terms of issue of the shares of that class) may, subject to the provisions of sections 106 and 107 of the Act, whether or not the Company is being wound up, be modified, commuted, affected, abrogated, varied or dealt with by the consent in writing of the holders of not less than three fourths of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of three fourths of the issued shares of that class. To every such separate meeting the provisions of these regulations relating to general meeting shall mutatis mutandis apply but so that necessary quorum shall be five members or all the members holding or represented by proxy of the entire issued share of the class in the question. SHARE CERTIFICATES 44233. Every member shall be entitled, without payment, to one or more certificates in marketable lots, for all the shares of each class or denomination registered in his name, or if the Directors so approve (upon paying such fee as the Directors may from time to time determine) to several certificates, each for one or more of such shares and the Company shall complete and have ready for delivery such certificates within three months from the date of allotment, unless the conditions of issue thereof otherwise provide, or within one month of the receipt of application of registration of transfer, transmission, sub-division, consolidation or renewal of any of its shares as the case may be. Every certificate of shares shall be under the seal of the Company and shall specify the number and distinctive numbers of shares in respect of which it is issued and amount paid-up there on and shall be in such form as the Directors may prescribe or approve, provided that in respect of a share or shares held jointly by several persons, the Company shall not be bound to issue more than one certificate and delivery of a certificate of shares to one of several joint holders shall be sufficient delivery to all such holder.. The provisions of this Article shall mutatis mutandis apply to debentures of the Company. Nothing contained herein shall apply to transfer of a security effected by the transferor and the transferee both of whom are entered as Beneficial Owners in the records of a Depository 34. The certificate of shares registered in the name of two or more persons shall be delivered to the person first named in the Register. 35. If any certificate be worn out, defaced, mutilated or if there be no further space on the back thereof for endorsement of transfer, then upon production and surrender thereof to the Company, a new certificate may be issued in lieu thereof, and if any certificate lost or destroyed then upon proof thereof to the satisfaction of the Company and on execution of such indemnity as the Company deem adequate, being given, an & new certificate in lieu thereof shall be given to the party entitled to such lost or destroyed certificate. Every Certificate under the Article shall be issued without payment of such fees (not exceeding ₹ 2/- for each certificate) as the Directors shall prescribe. Provided that no fee shall be charged for issue of new certificates in replacement of those which are old, defaced or worn out or where there is no further space on the each thereof for endorsement of transfer. Provided that notwithstanding what is slated above the Board shall comply with such Rules or Regulation or requirement of any stock exchange or the Rules made under the Securities Contract Regulations Act, 1956 or the Act, or rules applicable in this behalf. The provisions of this Article shall mutatis mutandis apply to debentures of the Company. 36. If the securities of the Company are dealt with in a Depository, the Company shall intimate the details of allotment of securities to Depository immediately on allotment of such securities. CALLS 37. The Board may, from time to time, subject to terms on which any shares may have been issued and subject to the provisions of Section 91 of the Act, make such calls as the Board thinks fit upon the members in respect of all moneys unpaid on shares held by them respectively and not by the conditions of allotment thereof made payable at fixed times. Each member shall pay the amount of every call so made on him to the persons and the times and places appointed by the Board, provided that option or right to make call on shares shall not be given to any person except with the sanction of the Company in a General Meeting. A call may be made payable by installment and be deemed to have been made at the time when the resolution of the Board authorising such call was passed at a meeting of Board. 38. No call shall exceed one fourth of the nominal amount of a share or be made payable at less than one month from date fixed for the payment of the last preceding call. Not less than fourteen days' notice of any call shall be given specifying the time and place of payment and the person or persons to whom such call, shall be paid. Provided that, before the time for payment of such call the Board, may, by notice in writing to the members, revoke the same or extend the time for payment thereof. 39. If by the terms of issue of any share or otherwise any amount is made payable at any fixed time or by installments at fixed times, whether on account of the nominal amount of the share or by way of premium, every such amount 443or installment shall be payable as if it were call duly made by the Board and of which due notice has been given and all the provisions herein contained in respect of calls or otherwise shall relate to such amount or installment accordingly. 40. If the sum payable of any call or installment be not paid on or before the day appointed for payment, the holder for the time being of the shares in respect of which the call shall have been made or the installment shall be due, shall pay interest for the same at such rate not exceeding 18 % (Eighteen percent) per annum from the day appointed for the payment thereof to the time of the actual payment or at such other rate as the Directors may determine from time to time. The Directors may in their absolute discretion waive the payment of interest, wholly or in part in the case of any person liable to pay such call or installment. PAYMENT IN ANTICIPATION OF CALL MAY CARRY INTEREST 41. The Board may, if they think fit, subject to the provisions of Section 92 of the Act, agree to and receive from any member willing to advance the same whole or any part of the moneys due upon the shares hold by him beyond the sums actually called for and upon the amount so paid or satisfied in advances, or so much thereof as from time to time exceeds the amount of the calls than made upon the shares in respect of which such advance has been made, the Company may pay interest provided that money paid in advance of calls shall not confer a right to participate in profits or dividend. The Board may at any time repay the amount so advanced. The Company may pay interest at such rate not exceeding 18 % (Eighteen) or as determined by the Board from time to time unless the Company in General Meeting shall otherwise direct. 42. The members shall not be entitled to any voting rights in respect of the moneys so paid by them the same would but for such payment, become presently payable. 43. The provisions of these Articles shall mutatis mutandis apply to the calls on debentures of the Company. 44. Subject to the provisions of the law of Evidence and Procedure, on the trial or hearing or any action or suit brought by the Company against any share holder or his representative to recover any debt or money claimed to be due to the Company in respect of his shares, it shall be sufficient to prove that the name of the defendant is or was, when the claim arose on the Register of the Company as a holder or one of the holders, of the number of shares in respect of which such claim is made and that the amount claimed is not entered as paid in the books of the Company and it shall not be necessary to prove the appointment of the Directors who made any call nor that a quorum of Directors was present at the Board at which any call was made nor that the meeting at which any call was made was duly convened or constituted, nor any other matter by the proof of the matters aforesaid shall be conclusive evidence of the debt. 45. No member shall be entitled to exercise any voting rights either personally or by proxy at any meeting of the Company in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid or in regard to which the Company has exercised any right of lien. 46. A call may be revoked or postponed at the discretion of the Board. 47. The Directors may from time to time, at their discretion extend the time fixed for the payment of any call and may extend such time as to all or any of the members who on account of residence at a distance or some other cause, may be deemed fairly entitled to such extension, but no member shall, as a matter of right, be entitled to such extension (save as a matter of grace and favour). 48. Every member, his executors or administrators shall pay to the Company the proportion of the Capital represented by his share or shares which may for the time being, remain unpaid thereon in such amount at such time or times and in such manner as the Directors shall, from time to time, in accordance with the Company's regulations, require or fix for the payment thereto. SHARES AT THE DISPOSAL OF THE DIRECTORS 49. Subject to the provisions of Section 81 of the Act and these Articles, the shares in the capital of the Company for the time being shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or 444any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par or (subject to the compliance with the provision of Section 79 of the Act) at a discount and at such time as they may from time to time think fit and with the sanction of the Company in the General Meeting to give to any person or persons the option or right to call for any shares either at par or premium during such time and for such consideration as the Directors think fit, and may issue and allot shares in the capital of the Company on payment in full or part of any property sold and transferred or for any services rendered to the Company in the conduct of its business and any shares which may so be allotted may be issued as fully paid up shares. Provided that option or right to call on shares shall not be given to any person or persons without the sanction of the Company in a General Meeting. FORFEITURE OF SHARES 50. If a member fails to pay any sum payable in respect of any call or any installment of a call, on or before the day appointed for payment thereof, the Board may at any time there after during such time as any part of the said call or installment remains unpaid, serve a notice on such member requiring payment of so much of the call or installment as is unpaid together with any interest which may have accrued and all expenses that they may have been incurred by the Company by reason of such non-payment. 51. The notice aforesaid shall name a further day not being earlier than the expiry of thirty days from the date of service of notice, on or before which such call or payment required by notice, is to be made and a place at which such call or installment and such interest and expenses as aforesaid are to be paid. The notice shall state that in the event of non-payment, on or before the date so named the shares in respect of which such call or installment was payable shall be liable to be forfeited. 52. If the requirements of any such notice as aforesaid are not complied with, any shares in respect of which such notice has been given may at any time thereafter, before the payment of calls or installment, interest and expenses due in respect thereof has been made, be forfeited by a resolution of the Board to that effect. Such Forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture, subject to section 205 A of the Act. 53. When any share shall have been so forfeited, notice of the forfeiture shall be given to the member in whose name it stood immediately prior to the forfeiture and an entry of the forfeiture with the date thereof shall forthwith be made in the Register of Members but no forfeiture shall in any manner be invalidated by any omission or failure to give such notice or to make such entry as aforesaid. 54. Any share so forfeited shall be deemed to be property of the Company, and may be sold or otherwise disposed off on such terms and in such manner as the Board thinks fit. 55. The Board may at any time before any share so forfeited shall have been sold or otherwise disposed off, annul the forfeiture upon such terms and conditions, as it thinks fit. 56. i) A person whose shares have been forfeited shall cease to be member in respect of forfeited shares, but shall not withstanding the forfeiture remain liable to the Company for all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares. ii) The liability of such person shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. iii) The forfeiture of a share shall involve the extinction of all interest in and also for all claims and demands against the Company in respect of the shares and all other rights, incidental to the share except any such of those rights as by these Articles are expressly saved. 57. A duly verified declaration in writing that the declarant is a Director of the Company and that certain shares in the Company have been duly forfeited on a date stated in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration, if any, given for the shares on any sale or disposal thereof and may execute a transfer of share in favour of the person to whom the share is sold or disposed of. On receipt by the Company of the consideration, if 445any given for the shares on the sale or disposition thereof, the transferee shall be registered as the holder of such shares and the purchaser shall not be bound to see to the application of purchase money, nor shall his title to such shares be affected by any irregularity or invalidity in the proceedings in reference to such forfeiture, sale or disposition. 58. The provisions of these regulations as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share becomes payable at a fixed time whether on account of the nominal value of the share or by way of premium as if the same has been payable by virtue of a call duly made and notified. 59. When any shares under the powers in that behalf herein contained are sold by the Directors and the certificate has not been delivered to the Company by the former holder of the said shares, the Directors may issue a new certificate for such shares distinguishing it in such manner as they may think fit from the certificate not so delivered. 60. Neither the receipt by the Company of a portion of any money which shall from time to time, be due from any member to the Company in respect of his shares, either by way of principal or interest, nor any indulgence granted by the Company in respect of the payment of any such money shall preclude the Board from thereafter proceeding to enforce a forfeiture of such shares as provided in these regulations for non-payment of the whole or any balance due in respect of the shares. CONVERSION OF SHARES INTO STOCK 61. The Company may, by ordinary resolution: i) convert any paid-up shares into stock; and ii) reconvert any stock into paid-up shares of any denomination. 62. The holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same regulations under which, the shares from which the stock arose might before the conversion have been transferred, or as near thereto as circumstances admit: Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so, however, that such minimum shall not exceed the nominal amount of the shares from which the stock arose. COMPANY'S LIEN ON SHARES 63. The Company shall have a first and paramount lien upon all the shares (other than fully paid up shares) registered in the name of each member (whether solely or jointly with others) and upon the proceeds of sale thereof for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such shares and no equitable interest in any shares shall be created except upon the footing and condition that this Article will have full effect. And such lien shall extend to all dividends and bonus from time to time declared in respect of such shares subject to section 205A of the Act. Unless otherwise agreed the registration of a transfer of shares shall operate as a waiver of the Company's lien if any on such shares. The Directors may, at any time declare any share wholly or in part to be exempt from the provisions of this clause. 64. For the purpose of enforcing such lien the Board may sell the shares in such manner as it thinks fit, but no sale shall be made unless a sum in respect of which the lien exists is presently payable and until notice in writing of the intention to sell shall have been served on such member, his executor or administrator or other legal representative as the case may be and default shall have been made by him or them in payment of the sum payable as aforesaid in respect of such share for fourteen days after the date of such notice. 65. The net proceeds of the sale shall be received by the Company and applied in or towards payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon share before the sale) be paid to the person entitled to the share at the date of the sale. 66. Upon any sale after forfeiture or surrender or for enforcing a lien purported in exercise of the powers herein conferred, the Board may appoint some person to execute the instrument of transfer of the share sold and cause 446the purchaser's name to be entered in the Register in respect of the share sold and the purchaser shall not be bound to see to the regularity of the proceedings nor to the application of the purchase money. After his name has been entered into the Register in respect of such share, the validity of the sale shall not be impeached by any person on any ground whatsoever and the remedy of any person aggrieved by such sale shall be in damages only and against the Company exclusively. TERM OF ISSUE OF DEBENTURE 67. Any debentures, debentures stock or other securities may be issued at a discount, premium or otherwise and may be issued on condition that they shall be convertible into shares of any denomination and with any privileges and conditions as to redemption, surrender, drawing, allotment of shares, attending (but not voting) at the General Meeting, appointment of Directors and otherwise Debentures with the right to conversion into or allotment of shares shall be issued only with the consent of the Company in the General Meeting by a Special Resolution. 67A. The Company may carry out consolidation and re-issuance of its debt securities, pursuant to and in terms of the provisions of Regulation 20A of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as may be amended, from time to time. TRANSFER AND TRANSMISSION 68. Save as provided in Section 108 of the Act, no transfer of share shall be registered unless a proper instrument duly stamped and executed by or on behalf of the transferor and by or on behalf of transferee and specifying the name, address and occupation of the transferee has been delivered to the Company along with the certificate relating to the shares or if no such certificate is in existence along with the letter of allotment of the shares, in accordance with the provisions of Section 108 of the Act. The transferor shall be deemed to remain a member in respect of such share until the name of the transferee is entered in the Register in respect thereof. The signature of one credible witness who shall add his address shall duly attest each signature to such transfer. Provided, that, where on application in writing made to the Company by the transferee and bearing the stamp required for an instrument of transfer, it is proved to the satisfaction of the Board that the instrument of transfer signed by or on behalf of the transferor and by or on behalf of the transferee has been lost, the Company may register the transfer on such terms as the Board may think fit so as to indemnify the Company. 69. Application for the registration of the transfer of a share may be made either by the transferor or the transferee, provided that, where such application is made by the transferor, no registration shall, in the case of the partly paid share, be effected unless the Company gives notice of the application to the transferee in the manner prescribed by Section 110 of the Act, and subject to the provisions of these Articles, the Company shall, unless objection is made by the transferee within two weeks from the date of receipt of the notice, enter in the Register the name of the transferee in the same manner and subject to the same conditions as if the application for registration of the transfer was made by the transferee. 70. Every instrument of transfer of shares shall be in the form prescribed under the Act or as near thereto as the circumstances may admit and shall be in accordance with the provisions of Section 108 of the Act, from time to time. ____________________________________________________________________ Note: Article 67A of the Articles of Association of the Company has been inserted vide special resolution passed in the 12th Annual General Meeting of the members of the Company held on September 08, 2017. 71. No fee shall be charged for transfer of shares/ debentures or for effecting transmission or for registering any letters of probate, letters of administration and similar other documents. 72. Nothing contained in Article 70 and 71 shall apply to transfer of a security effected by the transferor and the transferee both of whom are entered as Beneficial Owners in the records of a Depository. 73. No fee may be charged: 74. a. For splitting up, sub-division and consolidation of shares and debenture certificates and for splitting up and sub-division of Letters of Allotment and splitting, consolidation, renewal into denomination corresponding to the market Units of trading as per Rules of Stock Exchange concerned. 447b. For sub-division of right shares offered to share holders. c. For issue of new certificates in replacement of those which are old, decrepit or worn out or where the pages on the reverse for recording transfer have been fully utilised. d. For registration of any power of attorney, probate or will, Letter of Administration or similar other documents. 75. Subject to the provisions of Section 111A of the Act the Directors may, at their own absolute and uncontrolled discretion and by giving reasons, decline to register or acknowledge any transfer of shares whether fully paid or not and the right of refusal, shall not as affected by the circumstances that the proposed transferee is already a member of the Company but in such cases, the Directors shall within one month from the date on which the instrument of transfer was lodged with the Company, send to the transferee and transferor notice of the refusal to register such transfer provided that registration of transfer alone or jointly with any other person or persons indebted to the Company on any account whatsoever except when the Company has a lien on the shares, transfer of shares/debentures in whatever lot shall not be refused. 76. Every instrument of transfer shall be left at the office of the Company for registration, accompanied by the certificate, of the shares to be transferred or if there is no certificate, the letter of Allotment thereto and such other evidence as the Board may require to prove the title of the transferor or his right to transfer the share. The Board may waive the production of any certificates upon production of evidence to them of its having been lost or destroyed. The Company shall retain every instrument of transfer, which shall be registered,, but any instrument of transfer which the Board may refuse to register shall be returned to the person depositing the same. 77. Subject to the provisions of Section 154 of the Act, the registration of transfer may be suspended at such times and for such periods as the Board may from time to time determine. Provided that, such registration shall not be suspended for more than thirty days at any one time or for more than forty-five days in the aggregate in any year. 78. If the Board refuses to register the transfer of or the transmission by operation of law of the right to any share, the Company shall within two months from the date on which the instrument of transfer or the intimation of such transmission, as the case may be, give notice of such refusal. 79. The executor or administrators of a deceased member (not being one of several joint holders) shall be the only persons recognised by the Company as having any title to the shares registered in the name of such member. In case of the death of any one or more of the joint holders of any registered shares, the survivors shall be the only person recognised by the Company as having any title to or interest in such shares. But nothing herein contained shall be taken to release Board may require him to obtain a Grant of Probate or letters of Administration or other legal representation as the case may be from some competent court. Provided nevertheless that in any case where the Board in its absolute discretion think fit, it shall be lawful for the Board to dispense with the production of Probatory letters of Administration or such other legal representation upon such terms as to indemnify or otherwise as the Board in its absolute discretion may consider necessary. 80. Any committee or guardian of a lunatic or infant member or any person be coming entitled to transfer of shares in consequence of the death, bankruptcy, insolvency of any member, upon producing such evidence that he sustains the character in respect of which he proposes to act under the Articles or of the title as the Board thinks sufficient, may with consent of the Board (which it shall not be under any obligation to give) be registered as a member in respect of such shares or any subject to the regulations as to transfer herein before contained.(The Article is hereinafter referred to as 'The transmission Article). 81. Subject to Sec.205A of the Act, the Directors may retain the dividend payable upon the share to which any person becomes entitled to under Article 83 until such person shall become a member in respect of the shares. 82. a) If the person becoming entitled to shares under Article 83 shall elect to be registered as member in respect of the share himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. 448b) If the person aforesaid shall elect to transfer the shares, he shall testify his election by execution of an instrument of transfer of shares. c) All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfer of share shall be applicable to any such notice or transfer as aforesaid as if the death, insanity, bankruptcy or insolvency of the member had not occurred and the notice of transfer were a transfer signed by that member. 83. A person so becoming entitled under the transmission Articles to a share by reason of death, lunacy, bankruptcy or insolvency of a member shall, subject to the provision of the Articles or Section 206 of the Act, be entitled to the same dividend and other advantages to which he would be entitled if he was the member registered in respect of the share except that he shall not before being registered as a member in respect of the share be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company. Provided that the Board may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share and if the notice is not complied with within ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other money payable in respect of the share, until the requirements of the notice have been complied with. 84. The Company shall incur no liability or responsibility in consequence of its registering to give effect to any transfer of shares made or purporting to be made by any apparent legal owner thereof (as shown or appearing in the Register) to be prejudice or persons having or claiming any equitable right, title or interest to or in the said shares notwithstanding that the Company may have had notice of such equitable right, title or interest or notice prohibiting registration of such transfer and may have entered such notice referred thereto in any book of the Company and the Company shall not be bound or required to regard or attend or give effect to any notice which may be given to it of any equitable right, title or interest or be under any liability whatsoever for refusing or neglecting so to do, though it may have been entered or referred to in some book of the Company but the Company shall nevertheless be at liberty to regard or attend to any such notice and give effect thereto. BORROWING POWERS 80. The Board may from time to time subject to the sections 58A, 292 and 293 of the Act, at their discretion raise or borrow any sum or sums of money for the purpose of the Company and subject to the applicable provisions of the Act may secure payment or repayment of same in such manner and upon such terms and conditions in all respect as may be prescribed by the Board, in particular by the creation of any mortgage or charge or other encumbrances on any of the immovable properties of the company or hypothecation, pledge or charge on and over the Company's stocks, book debts and other movable properties. 81. The Board may raise or secure the payment of such sum or sums in such manner and upon such terms and conditions as they think fit and in particular, by the issue of bonds, perpetual or redeemable debentures or debenture-stock or any mortgage, charge or other security on the undertaking of the whole or any part of the property (both movable and immovable) of the Company both present and future including its uncalled capital for the time being or by giving, accepting or endorsing on behalf of the Company any promissory notes, bills of exchange or other negotiable instruments and no debenture shall carry any voting right whether generally or in respect of any particular class or classes of business. 82. If any uncalled capital is included in or charged by any mortgage of other security, the Directors may, by instrument under the Seal authorise the person in whose favour such mortgage or security is executed or any other person in trust for him to make calls on the member in respect of such uncalled capital, and the provisions herein before contained in regard to calls shall, mutatis mutandis apply to calls, made under such authority and may be made exercisable either conditionally and either presently or contingently and either, to the exclusion of the Director's powers or otherwise, and shall be assignable if expressed so to do. 83. Any debenture-stock or other securities may be issued at a discount premium or otherwise and may be issued on condition that they shall be convertible into shares of any denomination, and with any privileges such as warrants etc. and conditions as to redemption, surrender, drawing, allotment of shares, attending at General Meeting, appointment of Directors and otherwise. The power to issue debenture stock or other securities with a right to 449allotment of or conversion into shares of any denomination shall only be exercised by the Company in the General Meeting. 84. Save as provided in Section 108 of the Act, no transfer of debentures shall be registered unless a proper instrument of transfer duly stamped and executed by the transferor and transferee has been delivered to the Company together with the certificates of the debentures. 85. If the Board refuses to register the transfer of any debentures of the Company, it shall within two months from the date on which the instrument of transfer was lodged with the Company, send to the transferee and to the transferor notice of the refusal. 86. Subject to section 201 of the Act, if any Director or any other person shall become personally liable for the payment of any sum primarily due from the Company, the Board may execute or cause to be executed any mortgage, charge or security cover for effecting the whole or any part of the assets of the Company by way of indemnity to secure the Director or any person so becoming liable, as aforesaid, from any loss in respect of such liability. 87. Subject to Section-58A, 292 and 293 of the Act and the Companies (Acceptance of Deposits) Rules, 1975 the Company may receive deposits on such terms and conditions and bearing interest at such rates as the Board may decide and fix and which may be made payable monthly, quarterly, half yearly or yearly. . 88. The Company may subject to the provisions of Section 208 of the Act, pay interest on so much of the share capital as is for the time being paid up and was issued for the purpose of raising money to defray the expenses of the construction of any work or building or the provision of any plant, which can not be made profitable for a lengthy period. 89. Debentures/debenture stock, loan/loan stock, bonds or other securities conferring the right to allotment or conversion into shares or the option or right to call for allotment of shares shall not be issued except with the sanction of the Company in General Meeting. PROCEEDINGS AT GENERAL MEETING 90. In addition to any other meetings, a general meeting of the Company shall be held within such interval as specified in Section 166(1) of the Act, and subject to the provisions of Section 166(2) of the Act, at such times and places as may be determined by the Board. Each such general meeting shall be called an 'Annual General Meeting' and shall be specified as such in the notice convening the meeting. Any other meeting of the Company shall be called an Extra Ordinary General Meeting. 91. The Board may, whenever it thinks fit, call an Extra Ordinary General Meeting. If at any time there are not within India Directors capable of acting who are sufficient in number to form a quorum, the Directors present in India may call an Extra Ordinary General Meeting, in the same manner and as nearly as possible as that in which such a meeting may be called by the Board. 92. The accidental omission to give notice of any meeting to or the non-receipt of any such notice by any of the members or other persons entitled to receive such notice shall not invalidate any resolution passed at any such meeting. 93. No business shall be transacted at General Meeting of the Company unless a quorum of members is present at the time when the meeting proceeds to commence business. Five members present in person shall be the quorum for the meeting of the Company. No business shall be transacted at any General Meeting unless the requisite quorum shall be present throughout the meeting. 94. Any act or resolution which, under these Articles or the Act is permitted or required to be done or passed by the Company in General Meeting shall be sufficiently so done or passed if effected by an ordinary resolution as defined in Section 189(1) of the Act unless either the Act or the Articles specifically require such act to be done or resolution to be passed by a special resolution as defined in Section 189(2) of the Act. 95. The Chairman of the Board shall take the chair at every General Meeting. If there be no such Chairman or if at any meeting he shall not be present within fifteen minutes, or is unwilling to act, or if any of the Directors present decline to take the chair, then the members present shall choose one of their members being a member entitled to vote to be the Chairman of the meeting. 45096. If at the expiration of half an hour from the time appointed for holding a meeting of the Company, a quorum shall not be present, the Meeting if convened by or upon the requisition of Members shall stand dissolved. In any other case the Meeting shall stand adjourned in the same day in the next week or if that day is public holiday until the next succeeding day which is not a public holiday at the same time and place or to such other day and at such other time and place in the city or town in which the office of Company is for the time being situate, as the Board may determine, and if at such adjourned Meeting a quorum is not present at the expiration of half an hour from the time appointed for holding the meeting, the members present, shall be a quorum and may transact the business for which the Meeting was called. 97. a) Every question submitted to a meeting shall be decided, in the first instance by a show of hands and in the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting shall be entitled to a second or casting vote in addition to the vote to which he may be entitled as a member. b) A declaration by the Chairman that a resolution has on a show of hands been carried unanimously or by a particular majority or lost and an entry to that effect in the minutes shall be conclusive evidence of the fact without further proof. 98. The Chairman of a General Meeting may adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. 99. At any General Meeting unless a poll is demanded before or on the declaration of the result of the voting on any resolution and on the show of hands demanded by the Chairman or by members holding not less than one-tenth of the total voting power in respect of the resolution or by members holding shares on which an aggregate sum of not less than fifty thousand rupees has been paid up, a declaration by the Chairman that a resolution has been carried unanimously or by a particular majority or lost or not carried by a particular majority and an entry to that effect in the book containing the minutes to the proceedings of the meeting of the Company shall be conclusive evidence of the fact without proof of the number of proportion of the votes recorded in favour or against the resolution. 100. a) If a poll is demanded as aforesaid it shall be taken forthwith on a question of adjournment or election of a Chairman of the meeting. b) The person or persons who made the demand may withdraw the demand for a poll at any time before the poll is taken. c) Where a poll is to be taken, the Chairman of the meeting shall appoint two scrutinizers, at least one of whom shall be a member (not being an officer /employee of the Company) present at the meeting, provided such a member is available and willing to be appointed, to scrutinise the votes given on the poll and to report thereon to him. d) The result of the poll shall be deemed to be the decision of the meeting on the resolution on which the poll was taken. On poll a member entitled to more than one vote or his proxy or other persons entitled to vote for him, as the case may be need not, if he votes, use all his votes or casting the same way all the votes he uses. e) The demand for poll shall not prevent the meeting from transacting any business other than the business in respect of which a poll has been demanded. VOTES OF MEMBERS 101. Subject to any rights or restrictions for the time being attached to any class or classes of shares: a. on a show of hands, every member present in person, shall have one vote, and b) on a poll, the voting rights of Members shall be as laid down in Section 87 of the Act. 102. Except as conferred by Section 87 of the Act the holders of preference shares shall have no voting right. Where the holder of any preference share has a right to vote on any resolution in accordance with the provisions of Sub- Section 2 of Section 87 of the Act, his voting right on a poll as the holder of such share shall subject to the provision 451of Section 89 and sub-section (2) of Section 92 of the Act be in the same proportion as the Capital paid in respect of the preference share bears to the total paid up equity capital of the Company. 103. Where a Company or body-corporate (hereinafter called "Member Company") is a member of the Company a person duly appointed by resolution in accordance with Section 187 of the Act to represent such member Company at a meeting of the Company shall not by reason of such appointment, be deemed to be a proxy and the production at the meeting of the copy of such resolution duly signed by one director of such member company and certified by him as true copy of the resolution shall, on production thereof at the meeting be accepted by the Company as sufficient evidence of the validity of his appointment. Such a person shall be entitled to exercise the same rights and powers, including the right to vote by proxy on behalf of the same member company or body-corporate which he represents, as that member Company or body corporate could exercise if it were an individual member. 104. Where there are joint registered holders of any shares any one of such persons may vote at any meeting either personally or by proxy in respect of such shares as if he were solely entitled thereto and if more than one of the said persons so present whose name stands first in the Register in respect of such shares shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share stands shall for the purposes of this Article be deemed joint-holders thereof. 105. If any Member were unsound mind he may vote whether on show of hands or at a poll by his committee curator bonis or other legal curator and such last mentioned persons may give their vote by proxy on a poll. If any Member is a minor, his guardian may give the vote in respect of his share. If more than one person claim to exercise the right of vote under this clause, the Chairman of the Meeting may select in his absolute discretion any one person and will accept his vote. 106. No Member not present in person shall be entitled to vote on a show of hands, unless such member is a company or corporation present by a representative who may vote on the resolution as if he were a member of the Company. 107. On a poll, votes may be given either personally or by proxy or in the case of a Company, by a representative duly authorised as aforesaid. 108. Any Member of a Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person whether a member or not, as his proxy to attend and vote instead of himself but the proxy so appointed shall not have any right to speak at the meeting and shall not be entitled to vote except on a poll. 109. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if such appointer is a body corporate under its common seal or under the hand of its attorney duly authorised. A proxy who is appointed for a specified meeting only shall be called a special proxy. Any other proxy shall be called a general proxy. 110. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarial certified copy of that power or authority shall be deposited at the office not less than forty-eight hours before the time for holding the meeting at which the person named in the instrument proposes to vote and in default, the instrument of proxy shall not be treated as valid. 111. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or the revocation of the instrument of proxy or of the authority under which the proxy was executed or transfer of the shares in respect of which the proxy is given, provided that no intimation in writing of the death, insanity, revocation or transfer shall have been received by the Chairman at the office before the commencement of the Meeting provided nevertheless that the Chairman of any meeting shall be entitled to require such evidence as he may in his discretion think fit of the due execution of an instrument of proxy and that the same has not been revoked. 112. Every instrument appointing a special proxy shall, as nearly as circumstances admit, be in any of the forms as set out in Schedule IX to the Act or a form as near thereto as circumstances admit. 113. No Member shall be entitled to exercise any voting rights, either personally or by proxy, at any meeting of the Company in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid or in regard to which the Company has exercised any right of lien. 452114. i). Any objection as to the admission or rejection of a vote, on a show of hands or on a poll made in due time shall be referred to the Chairman of the meeting who shall forthwith determine the same and such decisions shall be final and conclusive. ii). No objection shall be raised to the qualification of any voter except at meeting or adjourned meeting at which the vote objected to is given or tendered and every vote not disallowed at such meeting shall be valid for all purposes. DIRECTORS 115. a) The number of directors of the Company shall not be less than three and not more than fifteen. b) The first Directors of the Company were 1. Mr. Rajiv Rattan 2. Mr. Tejinderpal Singh Miglani 3. Mr. Gagan Banga 116. The management of the Company shall vest in the Board of Directors. 117. Not less than two-thirds of total number of Directors of the Company shall: (a) be persons whose period of office is liable to determination by retirement of Directors by rotation; and (b) save as otherwise expressly provided in the Act or these presents be appointed by the Company in General Meeting. 118. The Company in the General Meeting may, subject to provision of these presents and Section 259 of the Act, by special resolution, increase or reduce the number of its Directors. 119. The Directors shall have powers at any time and from time to time to appoint any other person as a Director as an addition to the Board but so that the total number of Directors shall not at any time exceed the maximum number fixed by these Articles. Any Director so appointed shall hold office only up to the date of the next following Annual General Meeting of the Company but shall be eligible for re-election at such meeting. 120. Subject to the provisions of Section 313 of the Act or any statutory modification thereof, the Board shall have power to appoint any person to act as alternate director for a director during the latter's absence for a period of not less than three months from the State in which meetings of the Directors are ordinarily held and such appointment shall have effect and such appointee, whilst he holds office as an alternate director, shall be entitled to notice of meetings of the Board and to attend and vote there at accordingly but he shall not be required to hold any qualification shares, if any, and shall 'ipso facto' vacate his office if and when the original Director returns to the State in which meetings of the Board are ordinarily held or if the original director vacates his office as director. 121. A director need not hold any share in the Company in his name as his qualification, but nevertheless shall be entitled to attend, speak and preside at any general meeting of the Company and at any separate meeting of the holders of any class of shares in the Company. 122. Each Director, other than the whole time paid Directors, may be paid such fee as may be notified by the Central Government from time to time pursuant to Section 310 of the Act and as approved by the Board, for each meeting of the Board of Directors or a Committee thereof attended by him. The Directors may also be paid the expenses as decided by Board, from time to time, in attending the meeting of the Board or a Committee of Board. 123. In addition to the fee payable to the Directors under Article 126 hereof, the Directors may be paid reasonable traveling, hotel and other expenses in attending and returning from the meetings of the Board of Directors or any Committee thereof or in connection with the business of the Company as decided by the Board. 124. Subject to Section 198, 309, 310 and 314 of the Act, if any Director or Directors being willing shall be called upon to undertake and /or perform extra professional or other services or to make any special exertion in going or residing outside the office for any of the purposes of the Company or in giving special attention to the whole of or any part of the Business of the Company, the Board may remunerate such Director. 453125. The continuing Directors may act notwithstanding any vacancy in the Board but, if and so long as their number is reduced below the quorum fixed by these presents for a meeting of the Board, the continuing Directors or Director may act for the purposes of increasing the number of Directors to that fixed for the quorum or of summoning of general meeting of the Company, but for no other purpose. 126. Subject to the approval of the Board of Directors, a Director of the Company may be or become a Director of any company promoted by this Company or in which it may be interested as vendor, shareholder or otherwise and no such directors shall be accountable for any benefits received as a Director or member of such company. 127. Subject to the fulfillment of the requirements of the provisions of Sections 297 to 301 of the Act, a Director shall be disqualified from contracting with the Company either as vendor, purchaser or otherwise for goods, materials or services or for underwriting the subscription of any shares in or debentures of the Company and any such contract or arrangement entered into by or on behalf of the Company with a relative of such Director or a firm in which such Director or relative is a partner or with any other partner in such firm or with a private company of which such Director is a member or Director be void, and any Director so contracting or being such member so interested be liable to account to the Company for any profit realised by such contract or arrangement by reason of such Director holding this office or of the fiduciary relation thereby established. 128. The Company may, subject to the provisions of Sec.284 of the Act by ordinary resolution of which special notice according to Section 190 of the Act has been given, remove any Director before the expiry of his period of office and may by ordinary resolution of which special notice has been given, appoint another person instead of the removed Director. A Director so appointed shall hold office until the date upto which his predecessor would have held office if he had not been so removed. If the vacancy created by the removal of a Director under the provisions of this Article is not so filled by the meeting at which he is removed, the Board may at any time thereafter fill such vacancy under the provisions of these Articles. 129. If the office of any Director appointed by the Company in General Meeting is vacated before his term of office will expire, in the normal course, the resulting vacancy may be filled by the Board at a meeting of the Board, but any person so appointed shall hold office only upto the date upto which the Director in whose place he is appointed would have held office if it had not been so vacated, provided that the Board shall not fill such a vacancy by appointing thereto any person who has been removed from the office of Director under these Articles. 130. Subject to Section 259 of the Act the Company may by special resolution from time to time, increase or reduce the number of Directors, and may either alter their qualification and the Company may (subject to the provision of requirement Section 284 of the Act) remove any Director before the expiration of his period of office and appoint another person in his stead. The person so appointed shall hold office during such time as the Director in whose place he is appointed would have held the same if he had not been removed. 131. 134A(1). The Board of Directors may appoint any person as a director nominated by any financial institution in pursuance of the provisions of any law for the time being in force or of any agreement, or appointed by any Government, or any other person to represent its interest. 132. 134A(2). Debenture trustees, shall recommend and appoint and nominate a Director on the Board of Directors of the Company (hereinafter referred to as the “Debenture Trustee Nominee Director”) in the event of: 1. two consecutive defaults in payment of interest to thedebenture holders; or 2. default in creation of security for debentures; or 3. default in redemption of debentures. The Nominee Director(s) appointed pursuant to clause 134A shall neither be liable to retire by rotation nor shall be required to hold any qualification shares. PROCEEDINGS OF DIRECTORS’ MEETINGS 133. a) The Directors may meet together for the despatch of business and may adjourn and otherwise regulate their meetings and proceedings as they may think fit, subject to the provision of Section 285 of the Act. b) The Chairman, Director or any officer authorised by the Directors may call a meeting of the Board of Directors. c) Subject to the provisions of Section 316, 372A(2) and 386 of the Act, questions arising at any meeting of the Directors shall be decided by a majority of votes and in case of any equality of votes the Chairman shall have a second or casting vote. 454134. Notice of every meeting of the Board or a Committee thereof shall be given in writing to every Director for the time being in India and at his usual address in India to every other Director. 135. Subject to Section 287 of the Act, the quorum for the meeting of the Board shall be one third of its total strength or two Directors, whichever is higher, provided that where at any time the number of interested Directors exceeds or is equal to two-thirds of the total strength in number, the remaining Directors, that is to say, the number of Directors who are not interested, present at the Meeting being not less than two, shall be the quorum during such meeting. 136. a) The Board shall appoint from amongst its members a Chairman. b) If at any meeting of the Board the Chairman shall not be present within thirty minutes of the time appointed for holding the same or if he is unable or unwilling to take the Chair then the Board may elect one of their other members to act as the Chairman of that meeting. 137. A meeting of Board at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the Articles or the Act for the time being vested in or exercisable by the Board. 138. Subject to the provisions of Section 292 and 293 of the Act, the Board may from time to time delegate any of its powers to a committee consisting of such member or members of their body, managers and other officer(s) of the Company as it may think fit and may revoke such delegation. Any Committee so formed shall, in exercise of the power so delegated, conform to any regulation that may from time to time be imposed upon it by the Board. The meetings and proceedings of any such committee consisting of two or more members shall be governed by the provisions contained for regulating the meeting and proceedings of the Directors, so far as the same are applicable thereof and are not superseded by any regulations made by the Directors under this Clause. Note: Article 134A(1) & 134A(2) of the Articles of Association of the Company has been inserted vide special resolution passed in the 18th Annual General Meeting of the members of the Company held on September 25, 2023. 139. All acts done at any meetings of the Directors or of a Committee or by any person acting as a Director, shall notwithstanding that it may afterwards be discovered that there was some defect in the appointment of such Directors or person acting as aforesaid or that they or any of them were disqualified, be as valid as if every such Director or person had been duly appointed and was qualified to be a Director or a member of a Committee. 140. Save for the purpose of Sections 262, 292, 297,316, 372A and 386 of the Act, a resolution shall be as valid and effectual as if it had been passed at a meeting of the Directors or of the Committee thereof duly called and constituted if it is circulated in draft together with the necessary papers, if any, to all the Directors or to all the members of the Committee, then in India (not being less in number than the quorum fixed for a meeting of the Board or Committee, as the case may be) and to all other Directors or members at their usual address in India and has been approved by such of the Directors or members as are then in India or by a majority of such of them as are entitled to vote on the resolution. POWERS OF THE BOARD 141. Subject to the provisions of the Act, the Board shall be entitled to exercise all such powers, and to do all such acts and things, as the Company is authorised to exercise and do; provided that the Board shall not exercise any power or do any act or thing which is directed or required, whether by the Act or any other statute or by the Memorandum of Association of the Company or by these Articles or otherwise, to be exercised or done by the Company in General Meeting. Provided further, that in exercising any such powers or doing any such Act or thing, the Board shall be subject to the provisions in that behalf contained in the Act or any other statute or in the Memorandum of Association of the Company or in these Articles or in any regulations made by the Company in General Meeting but no regulations, made by the Company in General Meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made. 142. The Company may exercise the powers conferred on it by Sections 157 and 158 of the Act with regard to keeping of a foreign Register and the Board may (Subject to the provisions of these sections) make and vary such regulations as it may think fit in respect of the keeping of any such register. 455143. Every debenture or other instrument issued by the Company for securing the payment of the money may be so framed that the moneys thereby secured shall be assigned free from any equities between the Company and the person to whom the same may be issued. Any debentures, debenture-stock, bonds or other instruments or securities may be issued at a discount, premium or otherwise and may be issued on a condition that they shall be convertible into any shares of any denomination and with any special privileges as to redemption surrender, drawing and allotment of shares or otherwise, provided that the debentures with right to conversion into or allotment of shares shall not be issued without consent of the Company in General Meeting. 144. Every Director present at any meeting of the Board or of a Committee thereof shall sign his name in a book kept for that purpose. 145. The following powers shall be exercised by the Board or any Committee of the Board, or otherwise by the Company as may be so required: a) To voluntarily liquidate the Company. b) To increase or reduce the Company's capital. c) To issue and allot new shares. d) To make any Rights Issue of shares. e) To adopt any resolution to alter the Memorandum and Articles of Association. f) To join any other company or to invest in any other company. g) To Issue Debentures. h) To undertake or permit any merger, consolidation or reorganisation of the Company. i) To decide on the declaration of dividends and appropriation of profits. j) Subject to the provisions of Section 372-A of the Act, to give to make any loan to any person or other body corporate or give guarantee or provide security in connection with a loan made by any other person to or to any other person by any body corporate. MANAGING / WHOLE TIME DIRECTORS 146. The Company by ordinary resolution or the Board of Directors may, subject to the provisions of sections 268, 269 and 314 and schedule XIII of the Act, from time to time appoint one or more of the Directors to be Managing Director(s) or other Whole time Director(s) of the Company, for a term not exceeding five years at a time and may from time to time (subject to the provisions of any contract between him or them and the Company) remove him or them from office by following the statutory procedures and appoint another or others in his or their place or places. 147. Subject to the provisions of Sections 198, 309, 310 and 311 of the Act, a Managing Director or whole-time Director shall in addition to the usual remuneration payable to him as a director of the Company under these Articles, receive such additional remuneration as may from time to time be sanctioned by the Company and may be by way of fixed salary or at a specified percentage of the net profits of the Company or both, or in any other manner and extent otherwise determined. The Remuneration of Managing Director / whole time Director shall be deemed to accrue from day to day. MANAGER 148. Subject to the provisions of section 197 A and 388 of the Act, the Board shall have power to appoint or employ any person to be the Manager of the Company upon such terms and conditions as the Board thinks fit and the Board may, subject to the provisions of Section 292 of the Act, vest in such manager such of powers, vested in the Board, as it thinks fit and such powers may be made exercisable for such period or periods and upon such conditions and subject to restrictions as it may determine and at such remuneration as it may think fit. 149. A Director may be appointed as General Manager/ Manager subject to Section 197 A, 314 and 388 of the Act. SECRETARY 150. Subject to the section 383A of the Act, the Board may from time to time appoint or employ any person to be secretary of the Company upon such terms, conditions and remuneration as it thinks fit to perform any functions 456which by the Act or the Article for the time being of the Company are to be performed by the secretary and to execute any other purely ministerial or administrative duties which may from time to time be assigned to the secretary by the Board. The Board may, subject to the provisions of the Act, also at any time appoint some person (who need not be the secretary) to keep the registers required to be kept by the Company. 151. Subject to the provisions of the Act, a Director may be appointed as a secretary. THE SEAL 152. a) The Directors shall provide a common seal for the purpose of the Company and shall have power from time to time to destroy and substitute a new seal in lieu thereof and provide for its safe custody. b) The seal shall not be affixed to any instrument except in the presence of a Director or an officer duly authorised who shall sign every instrument to which the seal shall be affixed. Provided, nevertheless, that any instrument other than a share certificate bearing the seal of the Company and issued for valuable consideration shall be binding on the Company notwithstanding any irregularity touching the authority of the Board to issue the same. Provided further that in respect of issue of share certificates the provisions of the Companies (Issue of Shares Certificates) Rules, 1960 shall apply. c) Subject to the provisions of Sections 50 of the Act the Directors may provide for use of an official seal in any territory outside India. ANNUAL RETURN 153. The Company shall make the requisite Annual Return in accordance with Section 159 and 161 of the Act. RESERVE 154. The Board may subject to Section 205 (2A) of the Act from time to time, before recommending any dividend set apart any portion of the profits of the Company as it thinks fit as reserves to meet contingencies or for the liquidation of any debentures, debts or other liabilities of the Company or for equalisation of dividends or for repairing, improving or maintaining any of the property of the Company and for such other purposes of the Company as the Board in its absolute discretion thinks conducive to the interest of the Company and may, subject to the provisions of Sections 372A of the Act, invest the several sums so set aside upon such investments (other than shares in the Company) as it may think fit and may from time to time deal with and vary such investments and dispose of all or any part thereof for the benefit of the Company and may divide the reserves into such special funds as it thinks fit, with full power to employ the reserve or any part thereof in the business of the Company and that without being bound to keep the same separated from the other assets. The Board may also carry forward any profits, which it may think prudent not to divide without setting them aside as a reserve. 155. All moneys carried to the reserves shall nevertheless remain and be the profits of the Company available. Subject to due provisions being made for actual loss or depreciation, for the payment of dividends and such moneys and all other moneys of the Company not immediately required for the purpose of the Company may, subject to the provisions of Section 372A of the Act, be invested by the Board in or upon such investments or securities as it may select or may be used as working capital or be kept at any Bank or deposit or otherwise as the Board may from time to time think proper. CAPITALISATION OF PROFITS / RESERVES 156. (1) The Company in General Meeting may, upon the recommendation of Board, resolve: a) To capitalise whole or any part of the amount for the time being standing to the credit of any of the Company's reserve account, or to the credit of the profit and loss account or otherwise available for distribution and b) That such sum be accordingly set free for distribution in the manner specified in sub-clause (2) below amongst the members who would have been entitled thereto, if distributed by way of dividend and in the same proportions. 457(2) The sum aforesaid shall not be paid in cash but shall be applied subject to the provisions contained in sub-clause (3) below, either in or towards: a) Paying up any amounts for the time being unpaid on any shares held by such members respectively. b) Paying up in full, un-issued shares of the Company to be allotted and distributed, credited as fully paid up, to and among such members in the proportion aforesaid or, c) Partly in the way specified in (i) and partly in that specified in (ii) above. (3) A share premium account and a capital redemption reserve fund may, for the purposes of this Article, only be applied in the paying up of un-issued shares to be issued to members of the Company as fully paid bonus shares or for any other purpose specified in Section 78 of the Act. (4) The Board shall give effect to the resolution passed by the Company in pursuance of this Article. 157. 1) Whenever such a resolution as aforesaid shall have been passed, the Board shall: a) Make all appropriations and applications of the undivided profits resolved to be capitalised thereby and all allotments and issues of fully paid shares if any; and b) Generally do all acts and things required to give effect thereto. 2) The Board shall have full power: a) To make such provisions, by the issue of fractional certificates or by payment in cash or otherwise as it thinks fit, in the case of shares becoming distributable in fractions and, b) To authorise any person to enter, on behalf of the members entitled thereto, into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares to which they may be entitled upon such capitalisation or (as the case may require) for the payment by the Company on their behalf by the application thereto of their respective proportions of the profits resolved to be capitalised of the amounts or any part of the amounts remaining unpaid on their existing shares. 3) Any agreement made under such authority shall be effective and binding on all such members. DIVIDENDS 158. Subject to the rights of members entitled to a share (if any) with preferential or special rights attached thereto the profits of the Company which shall from time to time be determined to be divided in respect of any year or other period shall be applied in the payment of dividend on the Equity Shares of the Company, but so that the holder of a partly paid up share shall be only entitled to such proportion of the distribution upon a fully paid up share proportionately to the amount paid or credited thereon during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms providing that it shall rank for dividend as from a particular date, such share shall rank for dividend accordingly. Where capital is paid in advance of calls upon the footing that the same shall carry interest, such capital shall not, whilst carrying interest, confer a right to dividend or to participate in profits. 159. The profits of the Company, subject to any special rights relating thereto created or authorised to be created by these Articles and subject to the provisions of these Articles shall be divisible among the Members in the proportion of the amount of capital paid or credited as paid up on the shares held by them respectively. 160. The Company in Annual General Meeting may declare a dividend to be paid to the members according to their rights and interests in the profits and may, subject to the provisions of Section 207 of the Act, fix the time for payment. 161. No larger dividend shall be declared than that recommended by the Board, but the Company in general meeting may declare a smaller dividend. 458162. No dividend shall be payable except out of profits of the Company or out of moneys provided by the Central or State Government for the payment of Dividend in pursuance of any guarantee given by such Government and no dividend shall carry interest against the Company. 163. The Directors, if in their opinion the position of the Company justifies, may from time to time, without the sanction of a general meeting pay interim dividend to one or more classes of shares to the exclusion of others at rates, which may be differing from class to class. When declaring such dividend they should satisfy themselves that the preference shares, which have a prior claim in respect of payment of dividend, should have their entire rated dividend at the time of final preparation of the accounts of the period 164. No members shall be entitled to receive payment of any dividend or interest in respect of his share or shares whilst any money be due or owing from him as is presently payable to the Company in respect of such share or shares otherwise on account of any debts, liabilities or engagements of the members of the Company either alone or jointly with any other person or persons and the Directors may deduct from the dividend or interest payable to any member all sums of money so due from him to the Company Subject to Section 205 A of the Act. 165. Any general meeting declaring a dividend may make a call on the members of such amount as the meeting fixes, but so that the call on each member shall not exceed the dividend payable to him and so that the call be made payable at the same time as the dividend and the dividend may if so arranged between the Company and the member, be set of against the call Subject to Section 205 A of the Act. The making of a call under this Article shall be deemed ordinary business of an annual general ordinary meeting which declares dividend. 166. A transfer of share shall not pass the right to any dividend declared thereto before the registration of the transfer by the Company. 167. Subject to Section 205 A of the Act the Directors may retain the dividends payable upon shares in respect of which any person is under the Transmission Article entitled to become a member or which any person under that Article is entitled to transfer until such person shall become a member in respect thereof or shall duly transfer the same. 168. The Directors may retain any dividend on which the Company has lien and may apply the same in or towards satisfaction of the debts, liabilities or engagement in respect of which the lien exists subject to Section 205 A of the Act. 169. Anyone of several persons who are members registered jointly in respect of any share may give effectual receipts for all dividends, bonuses and other payments in respect of such shares. 170. Notice of any dividends, whether interim or otherwise, shall be given to the person entitled to share therein in the prescribed manner, if any. 171. Unless otherwise directed in accordance with Section 206 of the Act, any dividend may be paid by cheque or warrant sent through the post to the registered address of the member or person entitled thereto or in the case of joint holders to the registered address of that one whose name stands first on the register in respect of the joint holding or to such person and at such address as the member or person entitled or sub joint-holders as the case may be, direct and every cheque or warrant so sent shall be made payable to the order of the person to whom it is sent or to the order of such other person as the member or person entitled or such joint holders as the case may be, may direct. UNPAID OR UNCLAIMED DIVIDEND 172. Where the Company has declared a dividend but which has not been paid or the dividend warrant in respect thereof has not been posted within 30 days from the date of declaration to any shareholder entitled to the payment of the dividend, the Company shall within 7 days from the date of expiry of the said period of 30 days, open a special account in that behalf in any scheduled bank called “Unpaid Dividend of Sammaan Capital Limited” and transfer to the said account, the total amount of dividend which remains unpaid or in relation to which no dividend warrant has been posted. 173. Subject to the provisions of Section 205B of the Act any money transferred to the unpaid dividend account of the Company which remains unpaid or unclaimed for a period of seven years from the date of such transfer, shall be transferred by the Company to the Investor Education and Protection Fund (“Fund”) and that no claim by any 459person to any money transferred to the Fund shall lie on or after the commencement of the Companies (Amendment) Act, 1999. 174. No unclaimed or unpaid dividend shall be forfeited by the Board and all unclaimed and unpaid dividends shall be dealt with as per Section 205 A and 205 B of the Act and the rules made there under. 175. The Company shall not be responsible for the loss of any cheque, dividend warrant or postal order sent by post in respect of dividends, whether by request or otherwise, at the registered address or the address communicated to the office before hand by the member or for any dividend lost to the member or person entitled thereto by the forged endorsement of any cheque or warrant or the fraudulent recovery thereof by any other means. BOOKS AND DOCUMENTS 176. The Directors shall cause to be kept in accordance with Section 209 of Act, proper books of account with respect to: a) All sums of money received and spent by the Company and the matters in respect of which the receipts and expenditures take place including the Profit & Loss Account and cash flow statement. b) All sales and purchase of goods by the Company. c) The Balance Sheet depicting the assets and liabilities of the Company. 177. The books of accounts shall be kept at the Registered office or at such other place as the Board thinks fit and shall be open to inspection by the Directors during business hours. 178. The Directors shall from time to time, subject to the provisions of sections 163, 209 and 209 A of the Act, determine whether and to what extent and at what time and places and under what conditions, the documents and registers or any of them maintained by the Company of which inspection allowed by the Act, shall be kept open for the inspection of the members. Till decided otherwise by the Board, such documents and registers shall be kept open for inspection to the persons entitled thereto between 11 A.M. and 1 P.M. on all working days. No member (not being a Director) shall have any right to inspection of any account or book or document of the Company except as conferred by law or by Act or authorised by the Directors or by resolution of the Company in General Meeting and no member, not being a director shall be entitled to require or receive any information concerning the business, trading or customers of the Company or any trade secret or secret process used by the Company. AUDIT 179. Once at least in every year the books of accounts of the Company shall be examined and audited by one or more Auditor or Auditors. 180. The Company at each annual general meeting shall appoint an auditor or auditors to hold office until the next annual general meeting and their appointment, remuneration, rights and duties shall be regulated by sections 224 to 227 of the Act. 181. Where the Company has a branch office, the provision of section 228 of the Act shall apply. 182. All notices of and other communications relating to any General Meeting of the Company which any member of the Company is entitled to have been sent to him shall also be forwarded to the Auditor of the Company and the Auditor shall be entitled to attend any General Meeting and to be heard at any General Meeting which he attends on any part of the business which concerns him as an Auditor. 183. The Auditors' Report shall be read before the Company in Annual General Meeting and shall be open to inspection for any member of the Company. 184. Every Balance Sheet and Profit and Loss Account of the Company when audited and adopted by the Company in Annual General Meeting shall be conclusive, in respect of transactions of the Company for the relevant year. SERVICE OF NOTICE AND DOCUMENTS 460185. The Company shall comply with the provisions of Section 53, 172 and 190 of the Act as to the service of notices. 186. The accidental omission to give notice to or the non-receipt of notice, by any member or other person to whom it should be given shall not invalidate the proceedings at the meeting. 187. Every person who by operation of law, transfer or other means whatsoever shall become entitled to any share, shall be bound by every notice in respect of such share which previous to his name and address being entered in the register, shall have been duly given to the person from whom he derives his titles to such share. 188. The Signature to any notice to be given by the Company may be written, printed or lithographed. 189. Any notice or document delivered or sent by post to or left at the registered address of any member in pursuance of these Articles shall, notwithstanding such member then deceased and whether or not the Company has notice of his death, be deemed to have been duly served in respect of any share whether registered solely or jointly with other persons, until some other person be registered in his stead as the member in respect thereof and such service for all purposes of the Articles be deemed a sufficient service of such notice or document on his/her heirs, executors or administrators and all persons, if any, jointly interested with him or her in any such share. 190. Any notice required to be given by the Company to the members or any of them and not expressly provided for by these Articles or by the Act shall be sufficiently given if given by the advertisement. 191. Any notice required to be or which may be given by the advertisement shall be advertised once in vernacular newspapers circulating in the neighborhood of the registered office and once in English newspaper. RECONSTRUCTION 192. On any sale of the whole or any part of the undertaking of the Company, the Board or the Liquidators on a winding up may, if authorised by special resolution, accept fully paid or partly paid-up shares, debentures or securities of any other company, whether incorporated in India or not either then existing or to be formed for the purchase in the whole or in part of the property of the Company and the Board (if the profits of the Company permit) or the Liquidators (in winding up) may distribute such shares or securities or any other property of the company amongst the members without realisation or vest the same in trustees for them and any special resolution may provide for the distribution or appropriation of cash, shares or other securities, benefits or property, otherwise than in accordance with the strict legal rights of the member, contributors of the Company and for the valuation of any such securities or property at such price and in such manner as the meeting may approve and all holders of shares shall subject to the provisions of Section 395 of the Act be bound to accept as shall be bound by any valuation or distribution so authorised and waive all rights in relation thereto save only in case the Company is proposed to be or is in course of being wound up and subject to the provisions of Section 494 of the Act as are incapable of being varied or excluded by these Articles. WINDING UP 193. On winding up preference shares rank as regards capital in priority to equity shares to the extent of the paid up value of the said shares but to no other rights or participating in its assets. 194. Subject to law of the land for the time being in force, if the Company shall be wound up and the assets available for distribution among the members as such shall be insufficient to repay the whole of said paid up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up or which ought to have been paid up at the commencement of the winding up on the shares held by them respectively, and if in a winding up the assets available for distribution among the members shall be more than sufficient to repay the whole of the capital paid up at the commencement of winding up then the excess shall be distributed amongst the members in proportion to the paid up capital at the commencement of the winding up held by them respectively. But this Article is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions, if any. 195. 1) In the event of the Company being wound up the holders of preference share, if any, shall be entitled to have the surplus assets available for distribution amongst members as such applied in the first place in repayment to them the amount paid up on the preference shares held by them respectively and any arrears of dividend upto the commencement of the winding up, whether declared or not. If the surplus assets available as aforesaid shall be insufficient to repay the whole of the amount paid up on the preference 461shares and any arrears of dividend, such assets shall be distributed amongst the holders of preference shares so that the losses shall be borne by the holders of preference shares as nearly as may be in proportion to the capital paid up or which ought to have been paid up on the shares held by them at the commencement of the winding up and the arrears of Dividend as aforesaid. 2) The assets, if any, available for distribution after payment to the preference share holders as aforesaid shall be distributed amongst the holders of equity shares in proportion to the capital at the commencement of the winding up, paid up or which ought to have been paid up on the shares in respect of which they were respectively registered. 3) The Article is to be without prejudice to the rights and privileges amongst the holders of preference shares of different series. SECRECY CLAUSE 196. Subject to the provisions of the Act, every Director, Manager, Auditor, trustee, Member of the Committee, Officer, servant, agent, accountant or other person employed in the business of the Company shall if so required by the Board before entering upon his duties, sign a declaration pledging himself to observe a strict secrecy respecting all transactions of the Company with the customers and the state of account with individuals and in matter relating thereto and shall by such declaration pledge himself not to reveal any of the matters which may come to his knowledge in the discharge of his duties except when required so to do by the Board or by any meeting or by a Court of law and except so far as may be necessary in order to comply with any of the provisions in these presents contained. 197. No member or other person (not being a Director) shall be entitled to visit or inspect any works of the Company or to enter upon the property of the Company or to inspect or examine the Company's premises or properties of the Company without the permission of the Board or subject to Article 195 require discovery of or any information respecting any detail of the Company's trading or any matter which is or may be in the nature of trade secret mystery of trade, or secret process or of any matter whatsoever which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will not be in the interest of the Company to communicate. INDEMNITY 198. Subject to Section 201 of the Act, Every Director, Manager, Secretary or Officer of the Company or any person (whether an officer of the Company or not) employed by the Company and any person appointed Auditor shall be indemnified out of the funds of the Company, against all bonafied liability incurred by him as such Director, Manager, Secretary, Officer, employee or Auditor in defending any bonafied proceedings, whether civil or criminal or in which judgment is given in his favour or in which he is acqutteed, or in connection with any application under Section 633 of the Act in which relief if granted to him by the Court. 462SECTION IX: MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION The following contracts which are or may be deemed material, have been entered or are to be entered into by our Company. These contracts and also the documents for inspection referred to hereunder, may be inspected at the Corporate Office of our Company situated at One International Center, Tower 1, 18th Floor, Senapati Bapat Marg, Elphinstone Road, Mumbai – 400 013, Maharashtra, India and 1st Floor, Tower 3A, DLF Corporate Greens, Section – 74A, Gurugram, Narsinghpur, Haryana 122 004, India between 10:00 am to 5:00 pm on any Working Day (Monday to Friday) from the date of filing of this Draft Shelf Prospectus with the Stock Exchanges. MATERIAL CONTRACTS 1. Issue Agreement dated September 26, 2025 executed between our Company and the Lead Managers. 2. Registrar Agreement dated September 26, 2025 executed between our Company and the Registrar to the Issue. 3. Debenture Trustee Agreement dated September 26, 2025 executed between our Company and the Debenture Trustee. 4. Tripartite agreement dated February 11, 2013 among our Company, the Registrar and CDSL. 5. Tripartite agreement dated February 13, 2013 among our Company, the Registrar and NSDL. MATERIAL DOCUMENTS 1. Memorandum and Articles of Association of our Company, as amended to date. 2. The certificate of incorporation of our Company dated May 10, 2005, issued by Registrar of Companies, Delhi and Haryana at New Delhi. 3. Certificate of commencement of business dated January 10, 2006, issued by Registrar of Companies, Delhi and Haryana at New Delhi. 4. The fresh certificate of incorporation of our Company dated May 21, 2024, issued by Registrar of Companies, Delhi and Haryana at New Delhi. 5. The certificate of registration dated June 28, 2024, bearing registration number N-14.03624, as a non-banking financial company without accepting public deposits by RBI in accordance with Section 45IA of Reserve Bank of India Act, 1934 6. Copy of shareholders resolution passed at the AGM of our Company held on September 19, 2018 under section 180(1)(c) of the Companies Act, 2013 on overall borrowing limits of the Board of Directors of our Company. 7. Copy of the resolution by the Board of Directors dated September 3, 2025, approving the issue of NCDs. 8. Copy of the resolution passed by Securities Issuance and Investment Committee at its meeting held September 26, 2025, approving the Issue. 9. Copy of the resolution passed by Securities Issuance and Investment Committee at its meeting held on September 26, 2025 approving the Draft Shelf Prospectus. 10. Credit rating letter bearing reference number RL/IDHFL/370387/RBOND/0525/119178/59248575 dated May 31, 2025, revalidated vide their letters dated July 30, 2025 and September 19, 2025 and read with rationale dated May 30, 2025 and credit bulletin dated August 4, 2025, by Crisil Ratings assigning a rating “Crisil AA/Stable” (pronounced as Crisil double A rating with stable outlook). 11. Credit rating letter bearing reference number ICRA/Sammaan Capital Limited/25062025/01 dated June 25, 2025, revalidated vide their letter dated September 23, 2025 and read with rationale dated June 26, 2025, by ICRA assigning a rating “[ICRA]AA (Stable)” (pronounced as ICRA double A rating with a stable outlook). 12. Consents in writing of (a) our Directors, (b) our Company Secretary and Compliance Officer, (c) our Senior management Personnel, (d) Lead Managers, (e) the Registrar to the Issue, (f) Legal Advisor to the Issue, (g) Credit 463Rating Agencies, (h) Crisil Intelligence in relation to the Crisil Report, (i) the Debenture Trustee, and (j) Chief Financial Officer to include their names in this Draft Shelf Prospectus, in their respective capacities and consents from the relevant lenders, debenture trustees and security trustees and the lender(s) for ceding pari passu charge in relation to the NCDs. 13. Consent letter dated September 22, 2025 from Crisil Intelligence in respect of permission to use and disclose the contents (along with the extracts of the content) of the industry report titled “NBFC Report” released in August 2025 prepared by Crisil Intelligence for the section on ‘Industry Overview’ in this Draft Shelf Prospectus. 14. Industry report titled “NBFC Report released in August 2025”. 15. Written consents from Nangia & Co LLP, Chartered Accountants, and M Verma & Associates, Chartered Accountants, the Joint Statutory Auditors of our Company, each dated September 26, 2025, to include their name as required under section 26(1) of the Companies Act, 2013 read with the SEBI NCS Regulations, in this Draft Shelf Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act, 2013, to the extent and in their capacity as our Statutory Auditors, and in respect of their auditors report dated May 16, 2025 for the Audited Financial Statement for Fiscal 2025 and limited review report dated August 13, 2025 for the Unaudited Financial Results for quarter ended June 30, 2025, included in this Draft Shelf Prospectus and such consent has not been withdrawn as on the date of this Draft Shelf Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act. 16. Written consent from S.N. Dhawan & CO LLP, Chartered Accountants, and Arora & Choudhary Associates, Chartered Accountants, the Erstwhile Statutory Auditors, each dated September 26, 2025, to include their name as required under section 26(1) of the Companies Act, 2013 read with the SEBI NCS Regulations, in this Draft Shelf Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act, 2013, to the extent and in their capacity as our Statutory Auditors, and in respect of their audit reports dated May 24, 2024 and May 22, 2023, on our Audited Financial Statement as included in this Draft Shelf Prospectus, and such consent has not been withdrawn as on the date of this Draft Shelf Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act. 17. Consent from Ajay Sardana Associates dated September 26, 2025, to include their name as required under Section 26(5) of the Companies Act, 2013 and as “Expert” as defined under Section 2(38) of the Companies Act, 2013 in this Draft Shelf Prospectus in the respect of their statement of possible tax benefits dated September 26, 2025, in the form and context in which they appear in this Draft Shelf Prospectus. 18. Statutory Auditors’ audit reports dated May 16, 2025, in relation to the Audited Consolidated Financial Statement and Audited Standalone Financial Statement for the Fiscal ended March 31, 2025 and the limited review report dated August 13, 2025 for the Unaudited Financial Results for the quarter ended June 30, 2025, included herein. 19. Erstwhile Statutory Auditors’ Audit reports dated May 24, 2024 and May 22, 2023, in relation to the Audited Consolidated Financial Statement and Audited Standalone Financial Statement for the Fiscals ended March 31, 2024 and March 31, 2023, respectively, included herein. 20. Statement of possible tax benefits dated September 26, 2025, issued by Tax Auditor of the Company. 21. Annual report of our Company for the Fiscals ended March 31, 2025, March 31, 2024 and March 31, 2023. 22. In-principle approval from BSE by its letter no. [●] dated [●]. 23. In-principle approval from NSE by its letter no. [●] dated [●]. 24. Due diligence certificate dated September 26, 2025, from the Debenture Trustee to the Issue. 25. Due diligence certificate dated [●], 2025, filed by the Lead Managers with SEBI. 464DECLARATION We, the Directors of the Company, hereby certify and declare that: a) all applicable legal requirements in connection with the Issue and the Company, including relevant provisions of the Companies Act, 2013, as amended, and the rules prescribed thereunder, to the extent applicable as on this date, the Securities Contracts (Regulation) Act, 1956, as amended and rules made thereunder, the Securities and Exchange Board of India Act, 1992, as amended, and rules, regulations, guidelines and circulars issued by the Government of India, the rules, regulations, guidelines and circulars issued by the Reserve Bank of India, and the rules, regulations, guidelines and circulars issued by the Securities and Exchange Board of India, including the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, as amended, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, to the extent applicable, as the case may be, have been complied with; b) no statement made in this Draft Shelf Prospectus is contrary to the relevant provisions of any rules, regulations, guidelines and circulars as applicable to this Draft Shelf Prospectus; c) compliance with the Securities and Exchange Board of India Act, 1992, or rules or regulations thereunder, Companies Act, 2013 and the rules thereunder does not imply that payment of interest or repayment of debt securities, is guaranteed by the Central Government; d) the monies received under the Issue shall be used only for the purposes and objects indicated in this Draft Shelf Prospectus; e) all the disclosures and statements in this Draft Shelf Prospectus and in the attachments thereto are true, accurate, correct and complete and do not omit disclosure of any material fact which may make the statements made therein, in light of circumstances under which they were made, false or misleading; f) this Draft Shelf Prospectus does not contain any misstatements; g) no information material to the subject matter of this form has been suppressed or concealed and whatever is stated in this Draft Shelf Prospectus is as per the original records maintained by the promoter(s) subscribing to the Memorandum of Association and Articles of Association; and h) we further certify that the contents of this Draft Shelf Prospectus have been perused by the Board of Directors, and the final and ultimate responsibility of the contents mentioned herein shall also lie with the Board of Directors. Signed by the Board of Directors of the Company __________________________ ________________________ _____________________ Subhash Sheoratan Mundra Gagan Banga Sachin Chaudhary Non-Executive Chairman, Managing Director & CEO Whole-time Director, Chief Independent Director DIN: 00010894 Operating Officer DIN: 00979731 DIN: 02016992 ___________________________ ______________________ ____________________________ Achuthan Siddharth Dinabandhu Mohapatra Rajiv Gupta Independent Director Independent Director Nominee Director DIN: 00016278 DIN: 07488705 DIN: 08532421 ___________________________ Shefali Shah Independent Director DIN: 09731801 Date: Place: 465ANNEXURE A: CREDIT RATING AND RATIONALE FROM CRISIL RATINGS (This page has been left blank intentionally.) 466CONFIDENTIAL RL/IDHFL/370387/RBOND/0525/119178/59248575 May 31, 2025 Mr. Gagan Banga Chief Executive Officer Sammaan Capital Limited Indiabulls Finance Centre, Tower I, 17th Floor Elphinstone Mills Senapati Bapat Marg, Mumbai City - 400013 9920520521 Dear Mr. Gagan Banga, Re: Review of Crisil Rating on the Retail Bond Aggregating Rs.13565.92 Crore& (Reduced from Rs.14023.69 Crore) of Sammaan Capital Limited All ratings assigned by Crisil Ratings are kept under continuous surveillance and review. Crisil Ratings has, after due consideration, reaffirmed its Crisil AA/Stable (pronounced as Crisil double A rating with Stable outlook) rating on the captioned debt instrument. Securities with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such securities carry very low credit risk. In the event of your company not making the issue within a period of 180 days from the above date, or in the event of any change in the size or structure of your proposed issue, a fresh letter of revalidation from Crisil Ratings will be necessary. As per our Rating Agreement, Crisil Ratings would disseminate the rating along with outlook through its publications and other media, and keep the rating along with outlook under surveillance for the life of the instrument. Crisil Ratings reserves the right to withdraw, or revise the rating / outlook assigned to the captioned instrument at any time, on the basis of new information, or unavailability of information, or other circumstances which Crisil Ratings believes may have an impact on the rating. Please visit www.crisilratings.com and search with the name of the rated entity to access the latest rating/s. As per SEBI circular (reference number: CIR/IMD/DF/17/2013; dated October 22, 2013) on centralized database for corporate bonds/debentures, you are required to provide international securities identification number (ISIN; along with the reference number and the date of the rating letter) of all bond/debenture issuances made against this rating letter to us. The circular also requires you to share this information with us within 2 days after the allotment of the ISIN. We request you to mail us all the necessary and relevant information at debtissue@crisil.com. This will enable Crisil Ratings to verify and confirm to the depositories, including NSDL and CDSL, the ISIN details of debt rated by us, as required by SEBI. Feel free to contact us at debtissue@crisil.com for any clarification you may need. Should you require any clarification, please feel free to get in touch with us. With warm regards, Yours sincerely, Sonica Gupta Nivedita Shibu Associate Director - Crisil Ratings Director - Crisil Ratings &Includes secured NCD and/or unsecured subordinated debt Disclaimer: A rating by Crisil Ratings reflects Crisil Ratings’ current opinion on the likelihood of timely payment of the obligations under the rated instrument, and does not constitute an audit of the rated entity by Crisil Ratings. Our ratings are based on information provided by the issuer or obtained by Crisil Ratings from sources it considers reliable. Crisil Ratings does not guarantee the completeness or accuracy of the information on which the rating is based. A rating by Crisil Ratings is not a recommendation to buy / sell or hold the rated instrument; it does not comment on the market price or suitability for a particular investor. Crisil Ratings has a practice of keeping all its ratings under surveillance and ratings are revised as and when circumstances so warrant. Crisil Ratings is not responsible for any errors and especially states that it has no financial liability whatsoever to the subscribers / users / transmitters / distributors of its ratings. Crisil Ratings’ criteria are available without charge to the public on the web site, www.crisilratings.com. Crisil Ratings or its associates may have other commercial transactions with the company/entity. For the latest rating information on any instrument of any company rated by Crisil Ratings, please visit www.crisilratings.com or contact Customer Service Helpdesk at Crisilratingdesk@crisil.com or at 1800-267-3850CONFIDENTIAL RL/IDHFL/370387/RBOND/0725/125465/64027615 July 30, 2025 Mr. Gagan Banga Chief Executive Officer Sammaan Capital Limited Indiabulls Finance Centre, Tower I, 17th Floor Elphinstone Mills Senapati Bapat Marg, Mumbai City - 400013 9920520521 Dear Mr. Gagan Banga, Re: Crisil Rating on the Retail Bond Aggregating Rs.13565.92 Crore& of Sammaan Capital Limited All ratings assigned by Crisil Ratings are kept under continuous surveillance and review. Please refer to our rating letter dated May 31, 2025 bearing Ref. no: RL/IDHFL/370387/RBOND/0525/119178/59248575 Rating outstanding on the captioned debt instruments is “Crisil AA/Stable” (pronounced as “Crisil double A rating" with Stable outlook). Securities with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such securities carry very low credit risk. In the event of your company not making the issue within a period of 180 days from the above date, or in the event of any change in the size or structure of your proposed issue, a fresh letter of revalidation from Crisil Ratings will be necessary. As per our Rating Agreement, Crisil Ratings would disseminate the rating along with outlook through its publications and other media, and keep the rating along with outlook under surveillance for the life of the instrument. Crisil Ratings reserves the right to withdraw, or revise the rating / outlook assigned to the captioned instrument at any time, on the basis of new information, or unavailability of information, or other circumstances which Crisil Ratings believes may have an impact on the rating. Please visit www.crisilratings.com and search with the name of the rated entity to access the latest rating/s. As per SEBI circular (reference number: CIR/IMD/DF/17/2013; dated October 22, 2013) on centralized database for corporate bonds/debentures, you are required to provide international securities identification number (ISIN; along with the reference number and the date of the rating letter) of all bond/debenture issuances made against this rating letter to us. The circular also requires you to share this information with us within 2 days after the allotment of the ISIN. We request you to mail us all the necessary and relevant information at debtissue@crisil.com. This will enable Crisil Ratings to verify and confirm to the depositories, including NSDL and CDSL, the ISIN details of debt rated by us, as required by SEBI. Feel free to contact us at debtissue@crisil.com for any clarification you may need. Should you require any clarification, please feel free to get in touch with us. With warm regards, Yours sincerely, Sonica Gupta Nivedita Shibu Associate Director - Crisil Ratings Director - Crisil Ratings &Includes secured NCD and/or unsecured subordinated debt Disclaimer: A rating by Crisil Ratings reflects Crisil Ratings’ current opinion on the likelihood of timely payment of the obligations under the rated instrument, and does not constitute an audit of the rated entity by Crisil Ratings. Our ratings are based on information provided by the issuer or obtained by Crisil Ratings from sources it considers reliable. Crisil Ratings does not guarantee the completeness or accuracy of the information on which the rating is based. A rating by Crisil Ratings is not a recommendation to buy / sell or hold the rated instrument; it does not comment on the market price or suitability for a particular investor. Crisil Ratings has a practice of keeping all its ratings under surveillance and ratings are revised as and when circumstances so warrant. Crisil Ratings is not responsible for any errors and especially states that it has no financial liability whatsoever to the subscribers / users / transmitters / distributors of its ratings. Crisil Ratings’ criteria are available without charge to the public on the web site, www.crisilratings.com. Crisil Ratings or its associates may have other commercial transactions with the company/entity. For the latest rating information on any instrument of any company rated by Crisil Ratings, please visit www.crisilratings.com or contact Customer Service Helpdesk at Crisilratingdesk@crisil.com or at 1800-267-3850CONFIDENTIAL RL/IDHFL/370387/RBOND/0925/129562/64027615 September 19, 2025 Mr. Gagan Banga Chief Executive Officer Sammaan Capital Limited Indiabulls Finance Centre, Tower I, 17th Floor Elphinstone Mills Senapati Bapat Marg, Mumbai City - 400013 9920520521 Dear Mr. Gagan Banga, Re: Crisil Rating on the Retail Bond Aggregating Rs.13565.92 Crore& of Sammaan Capital Limited All ratings assigned by Crisil Ratings are kept under continuous surveillance and review. Please refer to our rating letter dated July 30, 2025 bearing Ref. no: RL/IDHFL/370387/RBOND/0725/125465/64027615 Rating outstanding on the captioned debt instruments is “Crisil AA/Stable” (pronounced as “Crisil double A rating" with Stable outlook). Securities with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such securities carry very low credit risk. In the event of your company not making the issue within a period of 180 days from the above date, or in the event of any change in the size or structure of your proposed issue, a fresh letter of revalidation from Crisil Ratings will be necessary. As per our Rating Agreement, Crisil Ratings would disseminate the rating along with outlook through its publications and other media, and keep the rating along with outlook under surveillance for the life of the instrument. Crisil Ratings reserves the right to withdraw, or revise the rating / outlook assigned to the captioned instrument at any time, on the basis of new information, or unavailability of information, or other circumstances which Crisil Ratings believes may have an impact on the rating. Please visit www.crisilratings.com and search with the name of the rated entity to access the latest rating/s. As per SEBI circular (reference number: CIR/IMD/DF/17/2013; dated October 22, 2013) on centralized database for corporate bonds/debentures, you are required to provide international securities identification number (ISIN; along with the reference number and the date of the rating letter) of all bond/debenture issuances made against this rating letter to us. The circular also requires you to share this information with us within 2 days after the allotment of the ISIN. We request you to mail us all the necessary and relevant information at debtissue@crisil.com. This will enable Crisil Ratings to verify and confirm to the depositories, including NSDL and CDSL, the ISIN details of debt rated by us, as required by SEBI. Feel free to contact us at debtissue@crisil.com for any clarification you may need. Should you require any clarification, please feel free to get in touch with us. With warm regards, Yours sincerely, Sonica Gupta Nivedita Shibu Associate Director - Crisil Ratings Director - Crisil Ratings &Includes secured NCD and/or unsecured subordinated debt Disclaimer: A rating by Crisil Ratings reflects Crisil Ratings’ current opinion on the likelihood of timely payment of the obligations under the rated instrument, and does not constitute an audit of the rated entity by Crisil Ratings. Our ratings are based on information provided by the issuer or obtained by Crisil Ratings from sources it considers reliable. Crisil Ratings does not guarantee the completeness or accuracy of the information on which the rating is based. A rating by Crisil Ratings is not a recommendation to buy / sell or hold the rated instrument; it does not comment on the market price or suitability for a particular investor. Crisil Ratings has a practice of keeping all its ratings under surveillance and ratings are revised as and when circumstances so warrant. Crisil Ratings is not responsible for any errors and especially states that it has no financial liability whatsoever to the subscribers / users / transmitters / distributors of its ratings. Crisil Ratings’ criteria are available without charge to the public on the web site, www.crisilratings.com. Crisil Ratings or its associates may have other commercial transactions with the company/entity. For the latest rating information on any instrument of any company rated by Crisil Ratings, please visit www.crisilratings.com or contact Customer Service Helpdesk at Crisilratingdesk@crisil.com or at 1800-267-38506/17/25, 12:08 PM Rating Rationale Rating Rationale May 30, 2025 | Mumbai Sammaan Capital Limited Ratings reaffirmed at 'Crisil AA/Stable/Crisil A1+' Rating Action Total Bank Loan Facilities Rated Rs.24549.98 Crore Long Term Rating Crisil AA/Stable (Reaffirmed) Subordinated Debt Aggregating Rs.4000.Crore Crisil AA/Stable (reaffirmed) Rs.1000 Crore Short Term Non Convertible Debenture Crisil A1+ (reaffirmed) Rs.25000 crore Commercial Paper Crisil A1+ (reaffirmed) Non Convertible Debentures Aggregating Rs 22425 Crore Crisil AA/Stable (reaffirmed) (Reduced from Rs.22700 Crore) Retail Bond Aggregating Rs.13565.92 Crore& (Reduced from Crisil AA/Stable (reaffirmed) Rs,14023.69 Crore) &Includes secured NCD and/or unsecured subordinated debt Note: None of the Directors on Crisil Ratings Limited’s Board are members of rating committee and thus do not participate in discussion or assignment of any ratings. The Board of Directors also does not discuss any ratings at its meetings. 1 crore = 10 million Refer to annexure for Details of Instruments & Bank Facilities Detailed Rationale Crisil Ratings has reaffirmed its ‘Crisil AA/Stable/Crisil A1+’ ratings on the debt instruments and bank facilities of Sammaan Capital Ltd (Sammaan Capital; erstwhile Indiabulls Housing Finance Ltd). It has also withdrawn its rating on Rs 350 crore non-convertible debentures (NCDs), Rs 115 crore of subordinated debt and Rs 457.8 crore retail bonds in line with its withdrawal policy. Crisil Ratings has received independent confirmation that these instruments are fully redeemed. The ratings continue to reflect strong capitalisation of Sammaan Capital, with healthy cover for asset-side risks, comfortable asset quality in the retail segment, and sizeable presence in the retail mortgage finance segment These strengths are partially offset by the need to demonstrate a successful transition to its planned new funding-light business model as well as the susceptibility of asset quality to risks arising from the commercial real estate portfolio. Analytical Approach Crisil Ratings has combined the business and financial risk profiles of Sammaan Capital and its subsidiaries, including Sammaan Finserve Ltd (Sammaan Finserve; erstwhile Indiabulls Commercial Credit Ltd). This is because of substantial operational and management integration, common promoters and shared brand. Please refer Annexure - List of entities consolidated, which captures the list of entities considered and their analytical treatment of consolidation. Key Rating Drivers & Detailed Description Strengths: Strong capitalisation with healthy cover for asset-side risks Capitalisation is supported by sizeable networth of Rs 21,822 crore as on March 31, 2025, supported by equity raise of Rs 4,939 crore in fiscal 2025 (Rs 3,639 crore in the form of rights issue and Rs 1,300 crore through qualified institutional placement) and healthy internal accrual. While internal accretion to reserve was impacted in fiscal 2025 on the account of one-time high provisions in Sammaan Finserve translating into consolidated loss of Rs 1,807 crore for the fiscal, capital position remains strong. Furthermore, networth coverage for net non-performing assets (NNPAs) was comfortable at around 44.2 times as on March 31, 2025. Consolidated Tier 1 capital adequacy ratio (CAR) and overall CAR stood at 34.5% and 34.8%, respectively, as on March 31, 2025. Consolidated on-book gearing was comfortable at 2.0 times as on March 31, 2025 (2.5 times as on March 31, 2024). Given the strong liquidity that Sammaan Capital maintains on a steady-state basis, net gearing was 1.6 times as on March 31, 2025 (2.1 times a year ago). Strong capitalisation should continue to support the overall financial risk profile. Comfortable asset quality in retail segment Sammaan Capital demonstrated a notable improvement in asset quality, with overall gross non-performing assets (GNPAs) reducing to 1.32% as on March 31, 2025, from 2.68% a year earlier. This improvement was primarily driven by a decline in the GNPAs in the mortgage book to 0.90% (from 1.71% as on March 31, 2024), supported by write-offs in legacy book and the company’s enhanced focus on retail lending with prudent underwriting practices. With the company's strategic focus on developing a more diversified and granular retail portfolio, on an asset light business model, the ability to maintain the asset quality metrics will remain monitorable. The commercial credit segment, while showing improvement, continues to carry elevated risk with GNPAs at 5.88% as on March 31, 2025, down from 10.28% a year earlier. The reduction was driven by ongoing portfolio run-down, refinancing efforts and especially on account of fair valuation activity done in Q2-FY2025, when legacy book of Sammaan Finserve was transferred to Sammaan Capital. Nevertheless, the risk-mitigating measures of Sammaan Capital are prudent, in the form of conservative loan-to-value ratios (averaging around 60%) in the loan against property (LAP) segment, and emphasis on collateral with sufficient cover in the commercial real estate segment. However, any sharp increase in NPAs, mainly in the commercial credit portfolio, and its impact on profitability will remain key rating sensitivity factors. Sizeable presence in the retail mortgage finance segment The company has been realigning its business model towards an asset light portfolio, with focus on retail segments with co-origination and sell- down as the primary strategies and selective wholesale lending. In line with this realignment, post surrendering its housing finance company (HFC) license, the company received its non-banking financial company – investment and credit company (NBFC-ICC) license in June 2024. https://www.crisilratings.com/mnt/winshare/Ratings/RatingList/RatingDocs/SammaanCapitalLimited_May 30_ 2025_RR_370387.html 1/156/17/25, 12:08 PM Rating Rationale With enhanced retail focus, its ‘growth AUM (assets under management)’ (defined by the company as loans disbursed after fiscal 2022, which are smaller ticket sized and retail focused loans) increased from Rs 26,537 crore (41% of AUM) as on March 31, 2024, to Rs 37,452 crore (60% of AUM) as on March 31, 2025, logging a growth of 41% on-year. The remaining 40% of the book comprise legacy AUM, which has run-down significantly to Rs 24,894 crore as on March 31, 2025, from Rs 120,525 crore as on March 31, 2019. With total AUM of Sammaan Capital at Rs 62,346 crore as on March 31, 2025, it remains a sizeable player in the segment. Share of housing loans within the overall AUM increased to 73% as on March 31, 2025, from 50% as on March 31, 2015. The LAP portfolio accounted for 18% of the overall AUM as on March 31, 2025, with the remaining comprising commercial credit. The proportion of housing loans and LAP is expected to increase further over the medium term. While the overall AUM declined by 5% on-year as on March 31, 2025, primarily led by lower disbursements as well as higher prepayments and sell-down in the commercial credit book, it grew by 1% during the last quarter. The overall disbursements during fiscal 2025 were Rs 15,807 crore (Rs 14,807 crore during fiscal 2024). The business is currently transitioning towards building a more granular portfolio on an asset-light model and will start picking up pace over the medium term. The share of own book in the overall book was 79% as on March 31, 2025. Over the medium term, share of own book in the total AUM will continue to decline as the company remains focused on co-lending. Nonetheless, its overall presence in the retail mortgage finance market should remain sizeable. Weaknesses: Successful transition to new business model to be established In line with recalibration of the company’s business model towards a less risky and asset-light framework, Sammaan Capital’s disbursements will primarily be in the housing loans and LAP segments (with a potential 60:40 split), with a low proportion of incremental disbursals in the developer finance portfolio. Furthermore, on a steady-state basis, of the overall disbursals, a significant proportion will be either co-originated or sold down to banks. Under this new model Sammaan Capital has entered into a co-origination agreement with financial institutions. Disbursements amounting to Rs 9,766 crore were done in fiscal 2025, up 2% from last fiscal (Rs 9,560 crore in fiscal 2024), under these agreements. However, the ability of the management to increase the disbursement pace, establish tie-ups with multiple banks and successfully scale-up this model, while maintaining healthy profitability and asset quality, is yet to be witnessed. However, the company has demonstrated good execution capabilities in scaling up businesses in the past. On the focus asset classes, Sammaan Capital is going to continue to engage in prime mortgage segments with focus on asset light business model, while Samman Finserve will now operate within affordable housing space. The ability of the management to scale up its portfolio in the affordable mortgage business in line with the targeted AUM of Rs 15,000 crore by fiscal 2027 will be monitored. Furthermore, as a part of group’s realignment, the management is working towards turning Samman Finserve into an independent entity by creating a distinct business model and by developing a separate product suite, technology, and distribution network. As a part of this realignment, in the second quarter of fiscal 2025, Sammaan Capital bought entire legacy portfolio (book value Rs 7,200 crore from Sammaan Finserve) causing Sammaan Finserve to make one-time provision of Rs 4,050 crore, which included Rs 1,700 crore in provisions for the delinquent loans and a ~Rs 2,350 crore discount on the remaining Rs 5,500 crore portfolio. This one time high provisions led to a reported loss of Rs 2,717 crore for Sammaan Finserve in FY2025, which translated into a loss of Rs 1,807 crore for Sammaan Capital at consolidated level. The management expects recoveries to continue at a normal pace from these accounts and any recovery in excess of provisions will be used for any provisioning requirement later. The earnings profile in fiscal 2025 was impacted due to one-time high provisions. However, going forward, with shift towards asset light model, earnings are expected to improve supported by income from co-origination, off-balance sheet portfolio, and from spread on sold-off loans commensurating with more granular and lower risk portfolio, and the same will remain a key monitorable. Susceptibility to asset quality risks arising from the commercial real estate portfolio Asset-quality risks arising from a sizeable, large-ticket commercial portfolio of Rs 5,217 crore as on March 31, 2025, persist, and could impact the portfolio performance. This portfolio exhibits high concentration (average ticket size of Rs 150 crore), with the top 10 exposures forming 68% of the corporate AUM and having a median rating of ‘B/BB’. Thus, even a few large accounts experiencing stress could impact on the overall asset quality. However, the share of commercial credit in the overall AUM decreased over the last few years to 9% as on March 31, 2025, from 17% as on March 31, 2019. The management has launched an alternative investment fund (AIF) platform for this segment wherein Rs 200 crore has been disbursed to a leading developer. Furthermore, the process of filing for regulatory approvals is underway for launching two more AIFs. The company may continue to do selective lending to existing borrowers in this space over the medium term. However, any weakening in asset quality, specifically in the commercial real estate book and its impact on profitability, remains monitorable. Liquidity: Strong On provisional basis, asset liability maturity profile of Sammaan Capital dated March 31, 2025, shows a cumulative positive gap (cumulative inflows over cumulative outflows, excluding loan commitment pending disbursals and derivative exposures) across all buckets. Liquidity remains strong as Sammaan Capital maintains adequate liquidity at any point in time, to cover 90-100% of debt repayment for the next 12 months. As on April 30, 2025, the company had total liquidity of around Rs 7,603 crore in the form of investments in mutual funds, bank balances and liquid corporate bonds, against total debt of around Rs 4,302 crore due for repayment till October 31, 2025. Outlook: Stable Crisil Ratings believes Sammaan Capital will maintain strong capitalisation and comfortable asset quality in the retail segment and sizeable presence in retail mortgage finance. Rating Sensitivity Factors Upward Factors Successful scaling up of the new asset-light business model, while sustaining return on assets (RoA) at over 2% on a steady-state basis Sustenance of the asset quality metrics Significant and sustained increase in fund mobilisation levels Downward Factors Deterioration in the asset quality, with GNPAs increasing to and remaining above 3.5% over an extended period, thereby also impacting the profitability Potential weakening of earnings profile with changes in the business model, resulting in RoA less than 1% for an extended period Inability to raise fresh capital to sustain comfortable buffers and/or funding access challenges, also resulting in reduction in liquidity coverage over debt repayment About the Company Sammaan Capital Limited, formerly known as Indiabulls Housing Finance Ltd (IBHFL) is mortgage-focused non-banking financial company (NBFC). The company, with its subsidiary Sammaan Finserve Limited, focuses on asset classes such as mortgages and commercial real estate. https://www.crisilratings.com/mnt/winshare/Ratings/RatingList/RatingDocs/SammaanCapitalLimited_May 30_ 2025_RR_370387.html 2/156/17/25, 12:08 PM Rating Rationale As part of an institutionalization exercise, the promoter group had exited entire stake in the entity and the company is professionally managed. Sammaan Finserve is a wholly owned subsidiary of Sammaan Capital, with total AUM of Rs 6,017 crore as on March 31, 2025. For fiscal 2025, it reported loss of Rs 2,718 crore due to one-time high provisioning of Rs 4,145 crore compared with Rs 166 crore in fiscal 2024. The company reported GNPAs and NNPAs of 0.54% and 0.29%, respectively, as on March 31, 2025. Key Financial Indicators : (Sammaan Capital - Consolidated): As on/for the year ended March 31 Unit 2025 2024 2023 Total assets Rs crore 70181 73066 74945 Total income Rs crore 8683 8625 8726 Profit after tax Rs crore -1807 1217 1128 GNPA % 1.32 2.69 2.86 Return on average assets % -2.5 1.6 1.4 Any other information: Not Applicable Note on complexity levels of the rated instrument: Crisil Ratings` complexity levels are assigned to various types of financial instruments and are included (where applicable) in the 'Annexure - Details of Instrument' in this Rating Rationale. Crisil Ratings will disclose complexity level for all securities - including those that are yet to be placed - based on available information. The complexity level for instruments may be updated, where required, in the rating rationale published subsequent to the issuance of the instrument when details on such features are available. For more details on the Crisil Ratings` complexity levels please visit www.crisilratings.com. Users may also call the Customer Service Helpdesk with queries on specific instruments. Annexure - Details of Instrument(s) Date of Coupon Maturity Issue Size&ComplexityOutstanding rating ISIN Name of Instrument Allotment Rate (%) Date (Rs.Crore) Level with Outlook INE148I07IQ8 Non-convertible debentures 22-Feb-18 8.43 22-Feb-28 3000 Simple Crisil AA/Stable INE148I07IQ8 Non-convertible debentures 28-Mar-18 8.43 22-Feb-28 60 Simple Crisil AA/Stable INE148I07IR6 Non-convertible debentures 23-Feb-18 8.43 23-Feb-28 25 Simple Crisil AA/Stable INE148I07JF9 Non-convertible debentures 6-Aug-18 8.90 4-Aug-28 1000 Simple Crisil AA/Stable INE148I07JF9 Non-convertible debentures 6-Aug-18 8.90 4-Aug-28 25 Simple Crisil AA/Stable INE148I07JK9 Non-convertible debentures 22-Nov-18 9.30 22-Nov-28 1000 Simple Crisil AA/Stable INE148I07JQ6 Non-convertible debentures 15-Jan-19 9.10 15-Jan-29 700 Simple Crisil AA/Stable INE148I07HX6 Non-convertible debentures 8-Sep-17 8.03 8-Sep-27 1450 Simple Crisil AA/Stable INE148I07CN8 Non-convertible debentures 26-Jun-15 10.00 26-Jun-25 1000 Simple Crisil AA/Stable INE148I07DL0 Non-convertible debentures 20-Nov-15 9.30 20-Nov-25 170 Simple Crisil AA/Stable INE148I07DN6 Non-convertible debentures 30-Dec-15 9.30 30-Dec-25 95 Simple Crisil AA/Stable INE148I07DO4 Non-convertible debentures 31-Dec-15 9.00 31-Dec-25 10 Simple Crisil AA/Stable INE148I07DV9 Non-convertible debentures 8-Feb-16 9.30 7-Feb-26 50 Simple Crisil AA/Stable INE148I07EA1 Non-convertible debentures 14-Mar-16 9.00 13-Mar-26 25 Simple Crisil AA/Stable INE148I07EL8 Non-convertible debentures 12-Apr-16 9.30 11-Apr-26 35 Simple Crisil AA/Stable INE148I07EM6 Non-convertible debentures 29-Apr-16 9.30 29-Apr-26 207 Simple Crisil AA/Stable INE148I07EO2 Non-convertible debentures 10-May-16 9.30 8-May-26 25 Simple Crisil AA/Stable INE148I07ES3 Non-convertible debentures 30-May-16 9.30 29-May-26 25 Simple Crisil AA/Stable INE148I07EW5 Non-convertible debentures 7-Jun-16 9.00 5-Jun-26 25 Simple Crisil AA/Stable INE148I07FG5 Non-convertible debentures 30-Jun-16 9.30 30-Jun-26 200 Simple Crisil AA/Stable INE148I07FJ9 Non-convertible debentures 22-Jul-16 8.90 22-Jul-26 25 Simple Crisil AA/Stable INE148I07SY1 Non-convertible debentures 4-Apr-24 9.75 3-Apr-27 25 Simple Crisil AA/Stable NA Non-convertible debentures* NA NA NA 12369 Simple Crisil AA/Stable INE148I08306 Subordinated debt 27-Mar-18 8.80 27-Mar-28 1500 Complex Crisil AA/Stable INE148I08199 Subordinated debt 21-Jul-15 10.10 21-Jul-25 8.15 Complex Crisil AA/Stable INE148I08207 Subordinated debt 3-Aug-15 10.00 3-Aug-25 165 Complex Crisil AA/Stable INE148I08215 Subordinated debt 29-Jun-16 9.30 29-Jun-26 609.7 Complex Crisil AA/Stable INE148I08298 Subordinated debt 8-Sep-17 8.35 8-Sep-27 900 Complex Crisil AA/Stable INE894F08087 Subordinated debt 5-Jun-12 10.65 5-Jun-27 110.03 Complex Crisil AA/Stable INE894F08103 Subordinated debt 28-Jun-12 10.25 28-Jun-27 100 Complex Crisil AA/Stable INE894F08111 Subordinated debt 30-Jun-12 10.65 30-Jun-27 49.65 Complex Crisil AA/Stable INE894F08137 Subordinated debt 15-Nov-12 10.65 15-Nov-27 32.6 Complex Crisil AA/Stable INE148I08231 Retail bond 26-Sep-16 8.79 26-Sep-26 2.4171 Simple Crisil AA/Stable INE148I08249 Retail bond 26-Sep-16 9.00 26-Sep-26 0.15 Simple Crisil AA/Stable INE148I08256 Retail bond 26-Sep-16 9.15 26-Sep-26 195.3479 Simple Crisil AA/Stable INE148I08272 Retail bond 26-Sep-16Zero Coupon 26-Sep-26 0.9466 Simple Crisil AA/Stable NA Subordinated debt* NA NA NA 409.87 Complex Crisil AA/Stable INE148I07KM3 Retail bond 24-Sep-21 8.75 24-Sep-26 125.1 Simple Crisil AA/Stable INE148I07KN1 Retail bond 24-Sep-21 9.25 24-Sep-26 14.3 Simple Crisil AA/Stable INE148I07KP6 Retail bond 24-Sep-21 8.89 24-Sep-26 10.7 Simple Crisil AA/Stable INE148I08322 Retail bond 24-Sep-21 9.75 22-Dec-28 2.9 Simple Crisil AA/Stable INE148I08330 Retail bond 24-Sep-21 8.89 22-Dec-28 0.001 Simple Crisil AA/Stable https://www.crisilratings.com/mnt/winshare/Ratings/RatingList/RatingDocs/SammaanCapitalLimited_May 30_ 2025_RR_370387.html 3/156/17/25, 12:08 PM Rating Rationale INE148I08348 Retail bond 24-Sep-21 9.35 22-Dec-28 4.2 Simple Crisil AA/Stable NA Short-term non-convertible debenture NA NA NA 1000 Simple Crisil A1+ INE148I07LB4 Retail bond 6-Jan-22 8.75 6-Jan-27 0.3 Simple Crisil AA/Stable INE148I07LC2 Retail bond 6-Jan-22 9.25 6-Jan-27 10.2 Simple Crisil AA/Stable INE148I07LD0 Retail bond 6-Jan-22 8.43 6-Jan-27 0.01 Simple Crisil AA/Stable INE148I07LE8 Retail bond 6-Jan-22 8.89 6-Jan-27 10.1 Simple Crisil AA/Stable INE148I07LS8 Retail bond 28-Apr-22 8.75 28-Apr-27 0.02 Simple Crisil AA/Stable INE148I07LT6 Retail bond 28-Apr-22 9.25 28-Apr-27 10.7 Simple Crisil AA/Stable INE148I07LU4 Retail bond 28-Apr-22 8.43 28-Apr-27 0.3 Simple Crisil AA/Stable INE148I07LV2 Retail bond 28-Apr-22 8.89 28-Apr-27 11.2 Simple Crisil AA/Stable INE148I07OY0 Retail bond 26-Sep-23 9.25 26-Sep-25 0.145 Simple Crisil AA/Stable INE148I07PD1 Retail bond 26-Sep-23 9.65 26-Sep-25 9.3243 Simple Crisil AA/Stable INE148I07PA7 Retail bond 26-Sep-23 9.25 26-Sep-25 6.1854 Simple Crisil AA/Stable INE148I07PE9 Retail bond 26-Sep-23Zero Coupon 26-Sep-25 2 Simple Crisil AA/Stable INE148I07PF6 Retail bond 26-Sep-23Zero Coupon 26-Sep-25 4.9135 Simple Crisil AA/Stable INE148I07PY7 Retail bond 26-Sep-23 9.90 26-Sep-26 10.6354 Simple Crisil AA/Stable INE148I07PX9 Retail bond 26-Sep-23 9.40 26-Sep-26 0.67 Simple Crisil AA/Stable INE148I07PZ4 Retail bond 26-Sep-23 9.48 26-Sep-26 7.1069 Simple Crisil AA/Stable INE148I07QE7 Retail bond 26-Sep-23 9.02 26-Sep-26 0.3825 Simple Crisil AA/Stable INE148I07QB3 Retail bond 26-Sep-23Zero Coupon 26-Sep-26 6.9179 Simple Crisil AA/Stable INE148I07QA5 Retail bond 26-Sep-23Zero Coupon 26-Sep-26 0.05 Simple Crisil AA/Stable INE148I07PK6 Retail bond 26-Sep-23 9.65 26-Sep-28 25 Simple Crisil AA/Stable INE148I07PL4 Retail bond 26-Sep-23 10.15 26-Sep-28 8.7759 Simple Crisil AA/Stable INE148I07PM2 Retail bond 26-Sep-23 9.25 26-Sep-28 0.03 Simple Crisil AA/Stable INE148I07PO8 Retail bond 26-Sep-23 9.71 26-Sep-28 8.0608 Simple Crisil AA/Stable INE148I07PN0 Retail bond 26-Sep-23 10.00 26-Sep-30 0.1 Simple Crisil AA/Stable INE148I07PS9 Retail bond 26-Sep-23 10.50 26-Sep-30 1.8975 Simple Crisil AA/Stable INE148I07QD9 Retail bond 26-Sep-23 10.03 26-Sep-30 1.8231 Simple Crisil AA/Stable INE148I07QC1 Retail bond 26-Sep-23 9.57 26-Sep-30 1.51 Simple Crisil AA/Stable INE148I07PP5 Retail bond 26-Sep-23 10.25 26-Sep-33 0.2 Simple Crisil AA/Stable INE148I07PT7 Retail bond 26-Sep-23 10.75 26-Sep-33 8.2479 Simple Crisil AA/Stable INE148I07PU5 Retail bond 26-Sep-23 9.80 26-Sep-33 0.01 Simple Crisil AA/Stable INE148I07PV3 Retail bond 26-Sep-23 10.25 26-Sep-33 9.1922 Simple Crisil AA/Stable INE148I07GJ7 Retail bond 26-Sep-16 8.65 26-Sep-26 13.6946 Simple Crisil AA/Stable INE148I07GK5 Retail bond 26-Sep-16 8.85 26-Sep-26 990.7552 Simple Crisil AA/Stable INE148I07GL3 Retail bond 26-Sep-16 9.00 26-Sep-26 404.4991 Simple Crisil AA/Stable INE148I07GN9 Retail bond 26-Sep-16Zero Coupon 26-Sep-26 24.3432 Simple Crisil AA/Stable INE148I07MA4 Retail bond 28-Sep-22 8.80 28-Sep-25 0.02 Simple Crisil AA/Stable INE148I07MB2 Retail bond 28-Sep-22 9.30 28-Sep-25 16.442 Simple Crisil AA/Stable INE148I07MD8 Retail bond 28-Sep-22 9.05 28-Sep-27 0.052 Simple Crisil AA/Stable INE148I07ME6 Retail bond 28-Sep-22 9.55 28-Sep-27 11.8952 Simple Crisil AA/Stable INE148I07MF3 Retail bond 28-Sep-22Zero Coupon 28-Sep-25 7.4719 Simple Crisil AA/Stable INE148I07MI7 Retail bond 28-Sep-22 8.47 28-Sep-25 0.05 Simple Crisil AA/Stable INE148I07MJ5 Retail bond 28-Sep-22 8.94 28-Sep-25 13.2048 Simple Crisil AA/Stable INE148I07MK3 Retail bond 28-Sep-22 8.70 28-Sep-27 0.3545 Simple Crisil AA/Stable INE148I07ML1 Retail bond 28-Sep-22 9.15 28-Sep-27 13.7622 Simple Crisil AA/Stable INE148I07MQ0 Retail bond 3-Nov-22 8.80 3-Nov-25 14 Simple Crisil AA/Stable INE148I07MR8 Retail bond 3-Nov-22 9.30 3-Nov-25 7.165 Simple Crisil AA/Stable INE148I07MS6 Retail bond 3-Nov-22 Zero Coupon 3-Nov-25 3.7495 Simple Crisil AA/Stable INE148I07MT4 Retail bond 3-Nov-22 Zero Coupon 3-Nov-25 0.05 Simple Crisil AA/Stable INE148I07MV0 Retail bond 3-Nov-22 9.55 3-Nov-27 6.5603 Simple Crisil AA/Stable INE148I07MY4 Retail bond 3-Nov-22 8.94 3-Nov-25 5.0879 Simple Crisil AA/Stable INE148I07MZ1 Retail bond 3-Nov-22 9.15 3-Nov-27 6.1524 Simple Crisil AA/Stable INE148I07NA2 Retail bond 3-Nov-22 8.70 3-Nov-27 0.01 Simple Crisil AA/Stable INE148I07ND6 Retail bond 28-Dec-22 9.39 28-Dec-27 18.2497 Simple Crisil AA/Stable INE148I07NG9 Retail bond 28-Dec-22 9.80 28-Dec-27 10.9791 Simple Crisil AA/Stable INE148I07NH7 Retail bond 28-Dec-22 9.55 28-Dec-25 12.2616 Simple Crisil AA/Stable INE148I07NI5 Retail bond 28-Dec-22 9.05 28-Dec-25 0.35 Simple Crisil AA/Stable INE148I07NL9 Retail bond 28-Dec-22Zero Coupon 28-Dec-25 8.6092 Simple Crisil AA/Stable INE148I07NM7 Retail bond 28-Dec-22 9.16 28-Dec-25 7.6967 Simple Crisil AA/Stable INE148I07NN5 Retail bond 28-Dec-22 8.94 28-Dec-27 0.175 Simple Crisil AA/Stable INE148I07NP0 Retail bond 28-Dec-22 8.70 28-Dec-25 0.01 Simple Crisil AA/Stable INE148I07NV8 Retail bond 23-Mar-23 9.71 23-Mar-28 13.3105 Simple Crisil AA/Stable INE148I07NW6 Retail bond 23-Mar-23 9.65 23-Mar-28 25 Simple Crisil AA/Stable INE148I07NX4 Retail bond 23-Mar-23 9.25 23-Mar-28 0.05 Simple Crisil AA/Stable INE148I07NY2 Retail bond 23-Mar-23Zero Coupon 23-Mar-26 6.8186 Simple Crisil AA/Stable https://www.crisilratings.com/mnt/winshare/Ratings/RatingList/RatingDocs/SammaanCapitalLimited_May 30_ 2025_RR_370387.html 4/156/17/25, 12:08 PM Rating Rationale INE148I07NZ9 Retail bond 23-Mar-23 9.48 23-Mar-26 5.5467 Simple Crisil AA/Stable INE148I07OB8 Retail bond 23-Mar-23 9.90 23-Mar-26 7.097 Simple Crisil AA/Stable INE148I07OH5 Retail bond 23-Mar-23 10.15 23-Mar-28 10.8828 Simple Crisil AA/Stable INE148I07OI3 Retail bond 27-Jul-23 9.25 27-Jul-25 20.05 Simple Crisil AA/Stable INE148I07OJ1 Retail bond 27-Jul-23 8.88 27-Jul-25 6 Simple Crisil AA/Stable INE148I07OK9 Retail bond 27-Jul-23 Zero Coupon 27-Jul-25 0.02 Simple Crisil AA/Stable INE148I07OL7 Retail bond 27-Jul-23 9.25 27-Jul-25 5.2812 Simple Crisil AA/Stable INE148I07OM5 Retail bond 27-Jul-23 9.65 27-Jul-25 6.5782 Simple Crisil AA/Stable INE148I07ON3 Retail bond 27-Jul-23 9.40 27-Jul-26 25.1 Simple Crisil AA/Stable INE148I07OO1 Retail bond 27-Jul-23 Zero Coupon 27-Jul-25 4.5501 Simple Crisil AA/Stable INE148I07OP8 Retail bond 27-Jul-23 9.48 27-Jul-26 4.3485 Simple Crisil AA/Stable INE148I07OQ6 Retail bond 27-Jul-23 9.02 27-Jul-26 5 Simple Crisil AA/Stable INE148I07OR4 Retail bond 27-Jul-23 9.90 27-Jul-26 4.8288 Simple Crisil AA/Stable INE148I07OS2 Retail bond 27-Jul-23 Zero Coupon 27-Jul-26 3.8469 Simple Crisil AA/Stable INE148I07OT0 Retail bond 27-Jul-23 9.71 27-Jul-28 6.9889 Simple Crisil AA/Stable INE148I07OU8 Retail bond 27-Jul-23 9.25 27-Jul-28 0.6375 Simple Crisil AA/Stable INE148I07OW4 Retail bond 27-Jul-23 10.15 27-Jul-28 8.0958 Simple Crisil AA/Stable INE148I07PW1 Retail bond 9-Nov-23 9.25 9-Nov-25 0.1 Simple Crisil AA/Stable INE148I07QF4 Retail bond 9-Nov-23 8.88 9-Nov-25 0.05 Simple Crisil AA/Stable INE148I07QG2 Retail bond 9-Nov-23 9.25 9-Nov-25 6.1349 Simple Crisil AA/Stable INE148I07QH0 Retail bond 9-Nov-23 9.40 9-Nov-26 2.71 Simple Crisil AA/Stable INE148I07QI8 Retail bond 9-Nov-23 9.90 9-Nov-26 7.4224 Simple Crisil AA/Stable INE148I07QJ6 Retail bond 9-Nov-23 Zero Coupon 9-Nov-25 0.1 Simple Crisil AA/Stable INE148I07QK4 Retail bond 9-Nov-23 9.48 9-Nov-26 19.1878 Simple Crisil AA/Stable INE148I07QL2 Retail bond 9-Nov-23 Zero Coupon 9-Nov-25 2.8437 Simple Crisil AA/Stable INE148I07QM0 Retail bond 9-Nov-23 9.02 9-Nov-26 0.45 Simple Crisil AA/Stable INE148I07QN8 Retail bond 9-Nov-23 9.65 9-Nov-25 7.5218 Simple Crisil AA/Stable INE148I07QO6 Retail bond 9-Nov-23 Zero Coupon 9-Nov-26 3.951 Simple Crisil AA/Stable INE148I07QP3 Retail bond 9-Nov-23 Zero Coupon 9-Nov-26 0.025 Simple Crisil AA/Stable INE148I07QQ1 Retail bond 9-Nov-23 9.65 9-Nov-28 0.1 Simple Crisil AA/Stable INE148I07QR9 Retail bond 9-Nov-23 10.15 9-Nov-28 8.7824 Simple Crisil AA/Stable INE148I07QS7 Retail bond 9-Nov-23 9.25 9-Nov-28 5 Simple Crisil AA/Stable INE148I07QT5 Retail bond 9-Nov-23 9.71 9-Nov-28 15.3508 Simple Crisil AA/Stable INE148I07QV1 Retail bond 9-Nov-23 10.50 9-Nov-30 1.7664 Simple Crisil AA/Stable INE148I07QX7 Retail bond 9-Nov-23 10.03 9-Nov-30 2.9867 Simple Crisil AA/Stable INE148I07QY5 Retail bond 9-Nov-23 10.25 9-Nov-33 1.2 Simple Crisil AA/Stable INE148I07QZ2 Retail bond 9-Nov-23 10.75 9-Nov-33 7.5056 Simple Crisil AA/Stable INE148I07RA3 Retail bond 9-Nov-23 9.80 9-Nov-33 0.31 Simple Crisil AA/Stable INE148I07RB1 Retail bond 9-Nov-23 10.25 9-Nov-33 14.1583 Simple Crisil AA/Stable INE148I07RC9 Retail bond 27-Dec-23 9.25 27-Dec-25 1.07 Simple Crisil AA/Stable INE148I07RD7 Retail bond 27-Dec-23 9.65 27-Dec-25 10.3259 Simple Crisil AA/Stable INE148I07RE5 Retail bond 27-Dec-23 8.88 27-Dec-25 0.5 Simple Crisil AA/Stable INE148I07RF2 Retail bond 27-Dec-23Zero Coupon 27-Dec-25 0.4 Simple Crisil AA/Stable INE148I07RG0 Retail bond 27-Dec-23 9.40 27-Dec-26 0.25 Simple Crisil AA/Stable INE148I07RI6 Retail bond 27-Dec-23 9.25 27-Dec-25 7.4424 Simple Crisil AA/Stable INE148I07RJ4 Retail bond 27-Dec-23 9.48 27-Dec-26 11.3764 Simple Crisil AA/Stable INE148I07RK2 Retail bond 27-Dec-23Zero Coupon 27-Dec-25 5.6754 Simple Crisil AA/Stable INE148I07RL0 Retail bond 27-Dec-23Zero Coupon 27-Dec-26 5.6001 Simple Crisil AA/Stable INE148I07RM8 Retail bond 27-Dec-23 9.65 27-Dec-28 1 Simple Crisil AA/Stable INE148I07RN6 Retail bond 27-Dec-23 9.90 27-Dec-26 17.6993 Simple Crisil AA/Stable INE148I07RO4 Retail bond 27-Dec-23 9.25 27-Dec-28 6 Simple Crisil AA/Stable INE148I07RP1 Retail bond 27-Dec-23 9.71 27-Dec-28 10.1299 Simple Crisil AA/Stable INE148I07RR7 Retail bond 27-Dec-23 10.50 27-Dec-30 2.6678 Simple Crisil AA/Stable INE148I07RS5 Retail bond 27-Dec-23 10.15 27-Dec-28 8.744 Simple Crisil AA/Stable INE148I07RU1 Retail bond 27-Dec-23 10.03 27-Dec-30 2.357 Simple Crisil AA/Stable INE148I07RV9 Retail bond 27-Dec-23 10.25 27-Dec-33 2.1 Simple Crisil AA/Stable INE148I07RW7 Retail bond 27-Dec-23 10.75 27-Dec-33 6.5858 Simple Crisil AA/Stable INE148I07RX5 Retail bond 27-Dec-23 9.80 27-Dec-33 0.03 Simple Crisil AA/Stable INE148I07RY3 Retail bond 27-Dec-23Zero Coupon 27-Dec-26 0.05 Simple Crisil AA/Stable INE148I07RZ0 Retail bond 27-Dec-23 10.25 27-Dec-33 16.1015 Simple Crisil AA/Stable INE148I07SA1 Retail bond 26-Mar-24 9.25 26-Mar-26 1.09 Simple Crisil AA/Stable INE148I07SB9 Retail bond 26-Mar-24 8.88 26-Mar-26 0.15 Simple Crisil AA/Stable INE148I07SC7 Retail bond 26-Mar-24 9.25 26-Mar-26 5.5844 Simple Crisil AA/Stable INE148I07SD5 Retail bond 26-Mar-24 9.65 26-Mar-26 10.215 Simple Crisil AA/Stable INE148I07SF0 Retail bond 26-Mar-24Zero Coupon 26-Mar-26 6.3463 Simple Crisil AA/Stable INE148I07SG8 Retail bond 26-Mar-24 9.90 26-Mar-27 15.6528 Simple Crisil AA/Stable https://www.crisilratings.com/mnt/winshare/Ratings/RatingList/RatingDocs/SammaanCapitalLimited_May 30_ 2025_RR_370387.html 5/156/17/25, 12:08 PM Rating Rationale INE148I07SH6 Retail bond 26-Mar-24 9.40 26-Mar-27 2 Simple Crisil AA/Stable INE148I07SI4 Retail bond 26-Mar-24 9.48 26-Mar-27 9.3977 Simple Crisil AA/Stable INE148I07SJ2 Retail bond 26-Mar-24 9.02 26-Mar-27 0.05 Simple Crisil AA/Stable INE148I07SK0 Retail bond 26-Mar-24Zero Coupon 26-Mar-27 6.7571 Simple Crisil AA/Stable INE148I07SM6 Retail bond 26-Mar-24 10.50 26-Mar-31 2.2317 Simple Crisil AA/Stable INE148I07SN4 Retail bond 26-Mar-24 9.71 26-Mar-29 20.4069 Simple Crisil AA/Stable INE148I07SO2 Retail bond 26-Mar-24 9.25 26-Mar-29 3.688 Simple Crisil AA/Stable INE148I07SP9 Retail bond 26-Mar-24 9.65 26-Mar-29 1 Simple Crisil AA/Stable INE148I07SQ7 Retail bond 26-Mar-24 10.25 26-Mar-34 14.4211 Simple Crisil AA/Stable INE148I07SR5 Retail bond 26-Mar-24 10.75 26-Mar-34 6.674 Simple Crisil AA/Stable INE148I07SS3 Retail bond 26-Mar-24 10.15 26-Mar-29 15.3751 Simple Crisil AA/Stable INE148I07ST1 Retail bond 26-Mar-24 9.57 26-Mar-31 0.01 Simple Crisil AA/Stable INE148I07SU9 Retail bond 26-Mar-24 10.00 26-Mar-31 0.22 Simple Crisil AA/Stable INE148I07SV7 Retail bond 26-Mar-24 10.25 26-Mar-34 5.5 Simple Crisil AA/Stable INE148I07SW5 Retail bond 26-Mar-24 9.80 26-Mar-34 0.3901 Simple Crisil AA/Stable INE148I07SX3 Retail bond 26-Mar-24 10.03 26-Mar-31 2.4332 Simple Crisil AA/Stable INE148I07SZ8 Retail bond 31-May-24 9.25 31-May-26 0.269 Simple Crisil AA/Stable INE148I07TE1 Retail bond 31-May-24 9.65 31-May-26 7.5764 Simple Crisil AA/Stable INE148I07TD3 Retail bond 31-May-24 8.88 31-May-26 0.07 Simple Crisil AA/Stable INE148I07TC5 Retail bond 31-May-24 9.25 31-May-26 8.3099 Simple Crisil AA/Stable INE148I07TB7 Retail bond 31-May-24Zero Coupon 31-May-26 9.265 Simple Crisil AA/Stable INE148I07TA9 Retail bond 31-May-24Zero Coupon 31-May-26 5.4914 Simple Crisil AA/Stable INE148I07TI2 Retail bond 31-May-24 9.40 31-May-27 7.1 Simple Crisil AA/Stable INE148I07TF8 Retail bond 31-May-24 9.90 31-May-27 19.236 Simple Crisil AA/Stable INE148I07TH4 Retail bond 31-May-24 9.02 31-May-27 10.3 Simple Crisil AA/Stable INE148I07TL6 Retail bond 31-May-24 9.48 31-May-27 12.4786 Simple Crisil AA/Stable INE148I07TM4 Retail bond 31-May-24Zero Coupon 31-May-27 5.6159 Simple Crisil AA/Stable INE148I07TR3 Retail bond 31-May-24 10.15 31-May-29 6.7703 Simple Crisil AA/Stable INE148I07TQ5 Retail bond 31-May-24 9.25 31-May-29 16.5 Simple Crisil AA/Stable INE148I07TG6 Retail bond 31-May-24 9.71 31-May-29 15.8235 Simple Crisil AA/Stable INE148I07TO0 Retail bond 31-May-24 10.00 31-May-31 1.4 Simple Crisil AA/Stable INE148I07TK8 Retail bond 31-May-24 10.50 31-May-31 1.8062 Simple Crisil AA/Stable INE148I07TW3 Retail bond 31-May-24 10.03 31-May-31 2.9847 Simple Crisil AA/Stable INE148I07TP7 Retail bond 31-May-24 10.75 31-May-34 8.9916 Simple Crisil AA/Stable INE148I07TU7 Retail bond 31-May-24 9.80 31-May-34 0.041 Simple Crisil AA/Stable INE148I07TN2 Retail bond 31-May-24 10.25 31-May-34 13.0558 Simple Crisil AA/Stable NA Retail bond* NA NA NA 10234.7381 Simple Crisil AA/Stable INE148I07TX1 Non-convertible debentures 23-Jul-24 9.75 23-Jul-29 60 Simple Crisil AA/Stable INE148I07TY9 Non-convertible debentures 12-Aug-24 9.75 12-Apr-28 200 Simple Crisil AA/Stable INE148I07TX1 Non-convertible debentures 4-Sep-24 9.75 23-Jul-29 50 Simple Crisil AA/Stable INE148I07TZ6 Retail bond 25-Sep-24 9.25 25-Sep-26 15.28 Simple Crisil AA/Stable INE148I07UA7 Retail bond 25-Sep-24Zero Coupon 25-Sep-27 5.7955 Simple Crisil AA/Stable INE148I07UB5 Retail bond 25-Sep-24Zero Coupon 25-Sep-27 0.3699 Simple Crisil AA/Stable INE148I07UC3 Retail bond 25-Sep-24 9.48 25-Sep-27 15.2745 Simple Crisil AA/Stable INE148I07UD1 Retail bond 25-Sep-24 9.02 25-Sep-27 0.38 Simple Crisil AA/Stable INE148I07UE9 Retail bond 25-Sep-24 9.90 25-Sep-27 39.2509 Simple Crisil AA/Stable INE148I07UF6 Retail bond 25-Sep-24 9.40 25-Sep-27 19.26 Simple Crisil AA/Stable INE148I07UG4 Retail bond 25-Sep-24Zero Coupon 25-Sep-26 5.475 Simple Crisil AA/Stable INE148I07UH2 Retail bond 25-Sep-24Zero Coupon 25-Sep-26 2.05 Simple Crisil AA/Stable INE148I07UI0 Retail bond 25-Sep-24 9.25 25-Sep-26 5.3641 Simple Crisil AA/Stable INE148I07UJ8 Retail bond 25-Sep-24 9.25 25-Sep-29 0.25 Simple Crisil AA/Stable INE148I07UK6 Retail bond 25-Sep-24 10.15 25-Sep-29 33.761 Simple Crisil AA/Stable INE148I07UN0 Retail bond 25-Sep-24 9.71 25-Sep-29 9.373 Simple Crisil AA/Stable INE148I07UP5 Retail bond 25-Sep-24 10.50 25-Sep-31 1.7325 Simple Crisil AA/Stable INE148I07UR1 Retail bond 25-Sep-24 10.03 25-Sep-31 1.5239 Simple Crisil AA/Stable INE148I07US9 Retail bond 25-Sep-24 9.65 25-Sep-26 18.256 Simple Crisil AA/Stable INE148I07UT7 Retail bond 25-Sep-24 10.25 25-Sep-34 2.0041 Simple Crisil AA/Stable INE148I07UU5 Retail bond 25-Sep-24 9.80 25-Sep-34 0.02 Simple Crisil AA/Stable INE148I07UV3 Retail bond 25-Sep-24 10.25 25-Sep-34 14.8419 Simple Crisil AA/Stable INE148I07UW1 Retail bond 25-Sep-24 10.75 25-Sep-34 5.9423 Simple Crisil AA/Stable INE148I07UX9 Non-convertible debentures 21-Oct-24 9.75 20-Oct-29 50 Simple Crisil AA/Stable INE148I07UY7 Non-convertible debentures 21-Oct-24 9.25 28-Aug-26 50 Simple Crisil AA/Stable INE148I07UZ4 Retail bond 27-Dec-24 9.25 27-Dec-26 0.315 Simple Crisil AA/Stable INE148I07VA5 Retail bond 27-Dec-24 10.03 27-Dec-31 3.9741 Simple Crisil AA/Stable INE148I07VB3 Retail bond 27-Dec-24 9.25 27-Dec-29 0.65 Simple Crisil AA/Stable INE148I07VC1 Retail bond 27-Dec-24Zero Coupon 27-Dec-26 3.26 Simple Crisil AA/Stable https://www.crisilratings.com/mnt/winshare/Ratings/RatingList/RatingDocs/SammaanCapitalLimited_May 30_ 2025_RR_370387.html 6/156/17/25, 12:08 PM Rating Rationale INE148I07VD9 Retail bond 27-Dec-24 10.50 27-Dec-31 0.8604 Simple Crisil AA/Stable INE148I07VE7 Retail bond 27-Dec-24 10.75 27-Dec-34 4.4396 Simple Crisil AA/Stable INE148I07VG2 Retail bond 27-Dec-24Zero Coupon 27-Dec-27 4.3095 Simple Crisil AA/Stable INE148I07VH0 Retail bond 27-Dec-24 9.48 27-Dec-27 14.8188 Simple Crisil AA/Stable INE148I07VI8 Retail bond 27-Dec-24 10.25 27-Dec-34 10.9721 Simple Crisil AA/Stable INE148I07VJ6 Retail bond 27-Dec-24 9.02 27-Dec-27 22.06 Simple Crisil AA/Stable INE148I07VK4 Retail bond 27-Dec-24 9.80 27-Dec-34 0.015 Simple Crisil AA/Stable INE148I07VL2 Retail bond 27-Dec-24 9.25 27-Dec-26 4.97 Simple Crisil AA/Stable INE148I07VM0 Retail bond 27-Dec-24 10.25 27-Dec-34 0.15 Simple Crisil AA/Stable INE148I07VN8 Retail bond 27-Dec-24Zero Coupon 27-Dec-26 2.5612 Simple Crisil AA/Stable INE148I07VO6 Retail bond 27-Dec-24 10.15 27-Dec-29 8.5078 Simple Crisil AA/Stable INE148I07VQ1 Retail bond 27-Dec-24 8.88 27-Dec-26 0.1 Simple Crisil AA/Stable INE148I07VR9 Retail bond 27-Dec-24 9.90 27-Dec-29 13.3688 Simple Crisil AA/Stable INE148I07VS7 Retail bond 27-Dec-24 9.40 27-Dec-27 21.495 Simple Crisil AA/Stable INE148I07VT5 Retail bond 27-Dec-24 9.71 27-Dec-29 10.9589 Simple Crisil AA/Stable INE148I07VV1 Retail bond 27-Dec-24 9.65 27-Dec-29 26.45 Simple Crisil AA/Stable INE148I07VW9 Retail bond 27-Dec-24 9.65 27-Dec-26 11.026 Simple Crisil AA/Stable INE148I07UX9 Non-convertible debentures 14-Jan-25 9.75 20-Oct-29 35 Simple Crisil AA/Stable INE148I07UY7 Non-convertible debentures 14-Jan-25 9.25 28-Aug-26 130 Simple Crisil AA/Stable INE148I07VX7 Non-convertible debentures 14-Jan-25 9.95 13-Jan-35 35 Simple Crisil AA/Stable INE148I07SY1 Non-convertible debentures 28-Jan-25 0.0975 3-Apr-27 49 Simple Crisil AA/Stable INE148I07VY5 Retail bond 19-Mar-25 9.25 19-Mar-27 6.22 Simple Crisil AA/Stable INE148I07VZ2 Retail bond 19-Mar-25 10.25 19-Mar-35 9.5347 Simple Crisil AA/Stable INE148I07WA3 Retail bond 19-Mar-25 9.80 19-Mar-35 0.015 Simple Crisil AA/Stable INE148I07WB1 Retail bond 19-Mar-25 9.40 19-Mar-28 0.01 Simple Crisil AA/Stable INE148I07WC9 Retail bond 19-Mar-25Zero Coupon 19-Mar-27 8.1143 Simple Crisil AA/Stable INE148I07WD7 Retail bond 19-Mar-25Zero Coupon 19-Mar-28 0.1 Simple Crisil AA/Stable INE148I07WE5 Retail bond 19-Mar-25 9.65 19-Mar-27 9.0003 Simple Crisil AA/Stable INE148I07WG0 Retail bond 19-Mar-25Zero Coupon 19-Mar-27 0.01 Simple Crisil AA/Stable INE148I07WH8 Retail bond 19-Mar-25 9.25 19-Mar-27 7.2727 Simple Crisil AA/Stable INE148I07WI6 Retail bond 19-Mar-25 9.90 19-Mar-28 15.5672 Simple Crisil AA/Stable INE148I07WJ4 Retail bond 19-Mar-25 9.71 19-Mar-30 4.2084 Simple Crisil AA/Stable INE148I07WL0 Retail bond 19-Mar-25Zero Coupon 19-Mar-28 6.4255 Simple Crisil AA/Stable INE148I07WM8 Retail bond 19-Mar-25 10.03 19-Mar-32 1.176 Simple Crisil AA/Stable INE148I07WP1 Retail bond 19-Mar-25 9.71 19-Mar-30 10.2117 Simple Crisil AA/Stable INE148I07WR7 Retail bond 19-Mar-25 10.75 19-Mar-35 4.1781 Simple Crisil AA/Stable INE148I07WS5 Retail bond 19-Mar-25 10.25 19-Mar-35 4 Simple Crisil AA/Stable INE148I07WT3 Retail bond 19-Mar-25 10.15 19-Mar-30 6.8523 Simple Crisil AA/Stable INE148I07WU1 Retail bond 19-Mar-25 9.02 19-Mar-28 63 Simple Crisil AA/Stable INE148I07WV9 Retail bond 19-Mar-25 9.48 19-Mar-28 26.1653 Simple Crisil AA/Stable INE148I07WX5 Retail bond 19-Mar-25 10.50 19-Mar-32 1.4624 Simple Crisil AA/Stable INE148I07TY9 Non-convertible debentures 28-Mar-25 0.0975 12-Apr-28 145 Simple Crisil AA/Stable NA Term Loan NA NA 11-Mar-26 166.67 NA Crisil AA/Stable NA Term Loan NA NA 31-Mar-28 173.71 NA Crisil AA/Stable NA Term Loan NA NA 31-Oct-26 75 NA Crisil AA/Stable NA Term Loan NA NA 25-Aug-28 175 NA Crisil AA/Stable NA Term Loan NA NA 31-Dec-28 234.38 NA Crisil AA/Stable NA Term Loan NA NA 31-Dec-29 284 NA Crisil AA/Stable NA Term Loan NA NA 30/9/28 404.62 NA Crisil AA/Stable NA Term Loan NA NA 30-Sep-29 360 NA Crisil AA/Stable NA Term Loan NA NA 28-Feb-27 91.58 NA Crisil AA/Stable NA Proposed Long Term Bank Loan Facility NA NA NA 9858.75 NA Crisil AA/Stable NA Term Loan NA NA 31-Jul-27 168.75 NA Crisil AA/Stable NA Term Loan NA NA 30-Jun-28 250 NA Crisil AA/Stable NA Term Loan NA NA 15-Sep-26 133.33 NA Crisil AA/Stable NA Cash Credit & Working Capital Demand Loan& NA NA NA 46.22 NA Crisil AA/Stable NA Cash Credit & Working Capital Demand Loan& NA NA NA 98 NA Crisil AA/Stable NA Cash Credit & Working Capital Demand Loan& NA NA NA 970.69 NA Crisil AA/Stable NA Term Loan NA NA 31-Mar-28 230.77 NA Crisil AA/Stable NA Term Loan NA NA 25-Aug-28 162.5 NA Crisil AA/Stable NA Cash Credit & Working Capital Demand Loan& NA NA NA 491.86 NA Crisil AA/Stable NA Cash Credit & Working Capital Demand Loan& NA NA NA 20 NA Crisil AA/Stable NA Cash Credit & Working Capital Demand Loan& NA NA NA 25 NA Crisil AA/Stable NA Cash Credit & Working Capital Demand Loan& NA NA NA 10 NA Crisil AA/Stable NA Cash Credit & Working Capital Demand Loan& NA NA NA 64.59 NA Crisil AA/Stable NA Term Loan NA NA 28-Mar-26 37.5 NA Crisil AA/Stable https://www.crisilratings.com/mnt/winshare/Ratings/RatingList/RatingDocs/SammaanCapitalLimited_May 30_ 2025_RR_370387.html 7/156/17/25, 12:08 PM Rating Rationale NA Term Loan NA NA 12-Mar-26 125 NA Crisil AA/Stable NA Cash Credit & Working Capital Demand Loan& NA NA NA 1,447.51 NA Crisil AA/Stable NA Term Loan NA NA 30-Jun-25 37.5 NA Crisil AA/Stable NA Term Loan NA NA 4-Mar-30 200 NA Crisil AA/Stable NA Term Loan NA NA 3-Feb-29 95.83 NA Crisil AA/Stable NA Term Loan NA NA 31-Dec-27 500 NA Crisil AA/Stable NA Term Loan NA NA 5-Feb-29 96.57 NA Crisil AA/Stable NA Term Loan NA NA 30-Sep-28 375.83 NA Crisil AA/Stable NA External Commercial Borrowings NA NA NA 789.49 NA Crisil AA/Stable NA Cash Credit & Working Capital Demand Loan& NA NA NA 50 NA Crisil AA/Stable NA Term Loan NA NA 29-Mar-27 115.79 NA Crisil AA/Stable NA Term Loan NA NA 11-May-26 105.26 NA Crisil AA/Stable NA Term Loan NA NA 28-Feb-29 600 NA Crisil AA/Stable NA Term Loan NA NA 30-Mar-26 200 NA Crisil AA/Stable NA Term Loan NA NA 20-Oct-29 1,476.00 NA Crisil AA/Stable NA Cash Credit & Working Capital Demand Loan& NA NA NA 25 NA Crisil AA/Stable NA Term Loan NA NA 25-Feb-26 100 NA Crisil AA/Stable NA Term Loan NA NA 22-Jun-26 41.67 NA Crisil AA/Stable NA Term Loan NA NA 21-Aug-26 50 NA Crisil AA/Stable NA Cash Credit & Working Capital Demand Loan& NA NA NA 65 NA Crisil AA/Stable NA Cash Credit & Working Capital Demand Loan& NA NA NA 94.42 NA Crisil AA/Stable NA Term Loan NA NA 30-Dec-26 184.21 NA Crisil AA/Stable NA Term Loan NA NA 14-Jun-28 153.8 NA Crisil AA/Stable NA Term Loan NA NA 31-Jul-29 170 NA Crisil AA/Stable NA Term Loan NA NA 31-Mar-29 391.67 NA Crisil AA/Stable NA Term Loan NA NA 28-Feb-30 386.67 NA Crisil AA/Stable NA Term Loan NA NA 31-Oct-29 292.5 NA Crisil AA/Stable NA Term Loan NA NA 26-Jun-25 21.88 NA Crisil AA/Stable NA Term Loan NA NA 30-Mar-26 100 NA Crisil AA/Stable NA Term Loan NA NA 18-Sep-26 150 NA Crisil AA/Stable NA Term Loan NA NA 30-Apr-28 120 NA Crisil AA/Stable NA Term Loan NA NA 23-Apr-29 160 NA Crisil AA/Stable NA Term Loan NA NA 30-Sep-29 112.5 NA Crisil AA/Stable NA Term Loan NA NA 5-Sep-29 225 NA Crisil AA/Stable NA Term Loan NA NA 31-Mar-30 41.67 NA Crisil AA/Stable NA Term Loan NA NA 29-Jan-27 73.64 NA Crisil AA/Stable NA Term Loan NA NA 11-Sep-25 134 NA Crisil AA/Stable NA Term Loan NA NA 30-Sep-25 15.79 NA Crisil AA/Stable NA Term Loan NA NA 30-Sep-30 392.86 NA Crisil AA/Stable NA Term Loan NA NA 26-Mar-30 300 NA Crisil AA/Stable NA Commercial paper programme NA NA 7-365 days 24,895.00 Simple Crisil A1+ INE148I14YU3 Commercial paper 25-Feb-25 8.50% 25-Feb-26 50 Simple Crisil A1+ INE148I14YV1 Commercial paper 11-Apr-25 8.50% 10-Apr-26 55 Simple Crisil A1+ *Not yet issued &basis allotment amount &interchangeable with ODBD/SMTL [overdraft against book debts and Short-term Loan Annexure - Details of Rating Withdrawn Coupon Maturity Issue Size& Complexity Outstanding rating ISIN Name of Instrument Date of Allotment Rate (%) Date (Rs.Crore) Level with Outlook INE148I07KG5 Retail bond 24-Sep-21 8.50 24-Sep-24 140.4 Simple Withdrawn INE148I07KH3 Retail bond 24-Sep-21 9.00 24-Sep-24 20.5 Simple Withdrawn INE148I07KJ9 Retail bond 24-Sep-21 ZCB 24-Sep-24 9 Simple Withdrawn INE148I07KK7 Retail bond 24-Sep-21 8.20 24-Sep-24 0.1 Simple Withdrawn INE148I07KL5 Retail bond 24-Sep-21 8.66 24-Sep-24 10.1 Simple Withdrawn INE148I07KW2 Retail bond 6-Jan-22 8.50 6-Jan-25 0.2 Simple Withdrawn INE148I07KX0 Retail bond 6-Jan-22 9.00 6-Jan-25 67.5 Simple Withdrawn INE148I07KY8 Retail bond 6-Jan-22 ZCB 6-Jan-25 6.1 Simple Withdrawn INE148I07KZ5 Retail bond 6-Jan-22 8.20 6-Jan-25 0.1 Simple Withdrawn INE148I07LA6 Retail bond 6-Jan-22 8.66 6-Jan-25 9 Simple Withdrawn INE148I07LM1 Retail bond 28-Apr-22 8.50 28-Apr-25 0.2 Simple Withdrawn INE148I07LN9 Retail bond 28-Apr-22 9.00 28-Apr-25 22.5 Simple Withdrawn INE148I07LP4 Retail bond 28-Apr-22 0.00 28-Apr-25 6.4 Simple Withdrawn INE148I07LQ2 Retail bond 28-Apr-22 8.20 28-Apr-25 0.3 Simple Withdrawn INE148I07LR0 Retail bond 28-Apr-22 8.66 28-Apr-25 10.4 Simple Withdrawn https://www.crisilratings.com/mnt/winshare/Ratings/RatingList/RatingDocs/SammaanCapitalLimited_May 30_ 2025_RR_370387.html 8/156/17/25, 12:08 PM Rating Rationale INE148I07LW0 Retail bond 28-Sep-22 9.05 28-Sep-24 14.2372 Simple Withdrawn INE148I07LX8 Retail bond 28-Sep-22 8.65 28-Sep-24 3.901 Simple Withdrawn INE148I07LY6 Retail bond 28-Sep-22 NA 28-Sep-24 1.05 Simple Withdrawn INE148I07LZ3 Retail bond 28-Sep-22 NA 28-Sep-24 9.3305 Simple Withdrawn INE148I07MG1 Retail bond 28-Sep-22 8.33 28-Sep-24 0.1 Simple Withdrawn INE148I07MH9 Retail bond 28-Sep-22 8.70 28-Sep-24 11.242 Simple Withdrawn INE148I07MM9 Retail bond 3-Nov-22 8.65 3-Nov-24 40 Simple Withdrawn INE148I07MN7 Retail bond 3-Nov-22 9.05 3-Nov-24 6.4638 Simple Withdrawn INE148I07MO5 Retail bond 3-Nov-22 NA 3-Nov-24 3.141 Simple Withdrawn INE148I07MP2 Retail bond 3-Nov-22 NA 3-Nov-24 2 Simple Withdrawn INE148I07MW8 Retail bond 3-Nov-22 8.33 3-Nov-24 0.05 Simple Withdrawn INE148I07MX6 Retail bond 3-Nov-22 8.70 3-Nov-24 5.0628 Simple Withdrawn INE148I07NC8 Retail bond 28-Dec-22 9.30 28-Dec-24 12.8771 Simple Withdrawn INE148I07NE4 Retail bond 28-Dec-22 8.90 28-Dec-24 3.12 Simple Withdrawn INE148I07NK1 Retail bond 28-Dec-22 NA 28-Dec-24 6.6713 Simple Withdrawn INE148I07NQ8 Retail bond 28-Dec-22 8.94 28-Dec-24 12.7469 Simple Withdrawn INE148I07NR6 Retail bond 28-Dec-22 8.57 28-Dec-24 0.05 Simple Withdrawn INE148I07NS4 Retail bond 23-Mar-23 9.25 23-Mar-25 0.37 Simple Withdrawn INE148I07NT2 Retail bond 23-Mar-23 9.65 23-Mar-25 8.3541 Simple Withdrawn INE148I07OD4 Retail bond 23-Mar-23 NA 23-Mar-25 4.5848 Simple Withdrawn INE148I07OE2 Retail bond 23-Mar-23 NA 23-Mar-25 2 Simple Withdrawn INE148I07OF9 Retail bond 23-Mar-23 9.25 23-Mar-25 7.6342 Simple Withdrawn INE148I07IP0 Non-convertible debentures 24-Jan-18 8.12 24-Jan-25 225 Simple Withdrawn INE148I07BA7 Non-convertible debentures 31-Dec-14 9.20 31-Dec-24 25 Simple Withdrawn INE148I07BV3 Non-convertible debentures 19-May-15 9.00 19-May-25 25 Simple Withdrawn INE148I08173 Subordinated debt 17-Jul-14 10.85 17-Jul-24 10 Complex Withdrawn INE148I08181 Subordinated debt 17-Mar-15 9.70 17-Mar-25 5 Complex Withdrawn INE148I08280 Subordinated debt 8-Sep-17 8.35 6-Sep-24 100 Complex Withdrawn INE148I07746 Non-convertible debentures 30-Jun-14 10.15 30-Jun-24 25 Simple Withdrawn INE148I07AV5 Non-convertible debentures 16-Dec-14 9.20 16-Dec-24 25 Simple Withdrawn INE148I07639 Non-convertible debentures 5-Jun-14 10.15 5-Jun-24 25 Simple Withdrawn &basis allotment amount Annexure – List of entities consolidated Names of entities consolidated Extent of consolidation Rationale for consolidation Sammaan Insurance Advisors Limited Full Subsidiary Indiabulls Capital Services Ltd Full Subsidiary Sammaan Finserve Limited Full Subsidiary Sammaan Sales Limited Full Subsidiary Sammaan Advisory Services Limited Full Subsidiary Sammaan Collection Agency Limited Full Subsidiary Indiabulls Asset Holding Company Ltd Full Subsidiary Indiabulls Trustee Company Ltd Full Subsidiary Indiabulls Holdings Ltd Full Subsidiary Sammaan Investmart Services Limited Full Subsidiary Sammaan Asset Management Limited Full Subsidiary Annexure - Rating History for last 3 Years Start of Current 2025 (History) 2024 2023 2022 2022 Outstanding Instrument Type Rating Date Rating Date Rating Date Rating Date Rating Rating Amount Crisil Crisil Crisil Crisil Crisil Crisil Fund Based Facilities LT 24549.98 25-03-25 07-11-24 27-12-23 AA/Stable / 22-09-22 AA/Stable AA/Stable AA/Stable AA/Stable AA/Stable Crisil A1+ Crisil -- 14-02-25 Crisil 05-09-24 Crisil 06-12-23 AA/Stable / -- Crisil AA/Stable AA/Stable AA/Stable Crisil A1+ Crisil -- -- 31-05-24 Crisil 03-11-23 AA/Stable / -- -- AA/Stable Crisil A1+ Crisil -- -- 26-04-24 Crisil 21-09-23 AA/Stable / -- -- AA/Stable Crisil A1+ Crisil -- -- 31-01-24 AA/Stable / -- -- -- Crisil A1+ Commercial Paper ST 25000.0 Crisil A1+ 25-03-25 Crisil A1+ 07-11-24 Crisil A1+ 27-12-23 Crisil A1+ 22-09-22 Crisil A1+ Crisil A1+ -- 14-02-25 Crisil A1+ 05-09-24 Crisil A1+ 06-12-23 Crisil A1+ -- -- -- -- 31-05-24 Crisil A1+ 03-11-23 Crisil A1+ -- -- https://www.crisilratings.com/mnt/winshare/Ratings/RatingList/RatingDocs/SammaanCapitalLimited_May 30_ 2025_RR_370387.html 9/156/17/25, 12:08 PM Rating Rationale -- -- 26-04-24 Crisil A1+ 21-09-23 Crisil A1+ -- -- -- -- 31-01-24 Crisil A1+ -- -- -- Non Convertible Crisil Crisil Crisil Crisil Crisil Crisil LT 22425.0 25-03-25 07-11-24 27-12-23 22-09-22 Debentures AA/Stable AA/Stable AA/Stable AA/Stable AA/Stable AA/Stable -- 14-02-25 Crisil 05-09-24 Crisil 06-12-23 Crisil -- -- AA/Stable AA/Stable AA/Stable -- -- 31-05-24 Crisil 03-11-23 Crisil -- -- AA/Stable AA/Stable -- -- 26-04-24 Crisil 21-09-23 Crisil -- -- AA/Stable AA/Stable -- -- 31-01-24 Crisil -- -- -- AA/Stable Crisil Crisil Crisil Crisil Crisil Crisil Retail Bond LT 13565.92 25-03-25 07-11-24 27-12-23 22-09-22 AA/Stable AA/Stable AA/Stable AA/Stable AA/Stable AA/Stable -- 14-02-25 Crisil 05-09-24 Crisil 06-12-23 Crisil -- -- AA/Stable AA/Stable AA/Stable -- -- 31-05-24 Crisil 03-11-23 Crisil -- -- AA/Stable AA/Stable -- -- 26-04-24 Crisil 21-09-23 Crisil -- -- AA/Stable AA/Stable -- -- 31-01-24 Crisil -- -- -- AA/Stable Short Term Non ST 1000.0 Crisil A1+ 25-03-25 Crisil A1+ 07-11-24 Crisil A1+ 27-12-23 Crisil A1+ 22-09-22 Crisil A1+ Crisil A1+ Convertible Debenture -- 14-02-25 Crisil A1+ 05-09-24 Crisil A1+ 06-12-23 Crisil A1+ -- -- -- -- 31-05-24 Crisil A1+ 03-11-23 Crisil A1+ -- -- -- -- 26-04-24 Crisil A1+ 21-09-23 Crisil A1+ -- -- -- -- 31-01-24 Crisil A1+ -- -- -- Crisil Crisil Crisil Crisil Crisil Crisil Subordinated Debt LT 4000.0 25-03-25 07-11-24 27-12-23 22-09-22 AA/Stable AA/Stable AA/Stable AA/Stable AA/Stable AA/Stable -- 14-02-25 Crisil 05-09-24 Crisil 06-12-23 Crisil -- -- AA/Stable AA/Stable AA/Stable -- -- 31-05-24 Crisil 03-11-23 Crisil -- -- AA/Stable AA/Stable -- -- 26-04-24 Crisil 21-09-23 Crisil -- -- AA/Stable AA/Stable -- -- 31-01-24 Crisil -- -- -- AA/Stable All amounts are in Rs.Cr. Annexure - Details of Bank Lenders & Facilities Facility Amount (Rs.Crore) Name of Lender Rating Cash Credit & Working Capital 1447.51 Punjab National Bank Crisil AA/Stable Demand Loan& Cash Credit & Working Capital 50 Punjab and Sind Bank Crisil AA/Stable Demand Loan& Cash Credit & Working Capital 25 Union Bank of India Crisil AA/Stable Demand Loan& Cash Credit & Working Capital 46.22 Central Bank Of India Crisil AA/Stable Demand Loan& Cash Credit & Working Capital 98 The Federal Bank Limited Crisil AA/Stable Demand Loan& Cash Credit & Working Capital 970.69 Canara Bank Crisil AA/Stable Demand Loan& Cash Credit & Working Capital 491.86 Indian Bank Crisil AA/Stable Demand Loan& Cash Credit & Working Capital 20 Indian Overseas Bank Crisil AA/Stable Demand Loan& Cash Credit & Working Capital 25 Bank of Baroda Crisil AA/Stable Demand Loan\& Cash Credit & Working Capital 10 State Bank of India Crisil AA/Stable Demand Loan& Cash Credit & Working Capital 64.59 UCO Bank Crisil AA/Stable Demand Loan& Cash Credit & Working Capital 65 HDFC Bank Limited Crisil AA/Stable Demand Loan& Cash Credit & Working Capital 94.42 IDFC FIRST Bank Limited Crisil AA/Stable Demand Loan& External Commercial 789.49 State Bank of India Crisil AA/Stable Borrowings Proposed Long Term Bank 9858.75 Not Applicable Crisil AA/Stable Loan Facility https://www.crisilratings.com/mnt/winshare/Ratings/RatingList/RatingDocs/SammaanCapitalLimited_May 30_ 2025_RR_370387.html 10/156/17/25, 12:08 PM Rating Rationale Term Loan 1476 State Bank of India Crisil AA/Stable Term Loan 162.5 Canara Bank Crisil AA/Stable Term Loan 170 UCO Bank Crisil AA/Stable Term Loan 37.5 State Bank of India Crisil AA/Stable Term Loan 200 Bank of Maharashtra Crisil AA/Stable Jana Small Finance Bank Term Loan 95.83 Crisil AA/Stable Limited National Bank For Agriculture Term Loan 500 Crisil AA/Stable and Rural Development Term Loan 96.57 Poonawalla Fincorp Limited Crisil AA/Stable Term Loan 375.83 Union Bank of India Crisil AA/Stable Term Loan 115.79 Indian Bank Crisil AA/Stable Term Loan 105.26 Indian Bank Crisil AA/Stable Term Loan 200 State Bank of India Crisil AA/Stable Term Loan 392.86 Central Bank Of India Crisil AA/Stable Term Loan 112.5 Central Bank Of India Crisil AA/Stable Term Loan 225 Canara Bank Crisil AA/Stable Term Loan 41.67 Central Bank Of India Crisil AA/Stable Term Loan 73.64 Punjab and Sind Bank Crisil AA/Stable Term Loan 134 Central Bank Of India Crisil AA/Stable Term Loan 15.79 Central Bank Of India Crisil AA/Stable Term Loan 300 Punjab and Sind Bank Crisil AA/Stable Term Loan 166.67 Indian Bank Crisil AA/Stable Term Loan 173.71 Indian Overseas Bank Crisil AA/Stable Term Loan 75 UCO Bank Crisil AA/Stable Term Loan 175 Canara Bank Crisil AA/Stable Term Loan 234.38 Bank of India Crisil AA/Stable Term Loan 284 Central Bank Of India Crisil AA/Stable Term Loan 404.62 Central Bank Of India Crisil AA/Stable Term Loan 360 Central Bank Of India Crisil AA/Stable Term Loan 91.58 IDBI Bank Limited Crisil AA/Stable Term Loan 168.75 IDBI Bank Limited Crisil AA/Stable Term Loan 250 Canara Bank Crisil AA/Stable Term Loan 133.33 Bank of Maharashtra Crisil AA/Stable Term Loan 230.77 Canara Bank Crisil AA/Stable Term Loan 37.5 Indian Overseas Bank Crisil AA/Stable Term Loan 125 Indian Bank Crisil AA/Stable Term Loan 600 Indian Overseas Bank Crisil AA/Stable Term Loan 100 Punjab National Bank Crisil AA/Stable Term Loan 41.67 IDFC FIRST Bank Limited Crisil AA/Stable Term Loan 50 Indian Bank Crisil AA/Stable Term Loan 184.21 Union Bank of India Crisil AA/Stable Term Loan 153.8 Canara Bank Crisil AA/Stable Term Loan 391.67 Union Bank of India Crisil AA/Stable Term Loan 386.67 Union Bank of India Crisil AA/Stable Term Loan 292.5 Union Bank of India Crisil AA/Stable Term Loan 21.88 Union Bank of India Crisil AA/Stable Term Loan 100 Union Bank of India Crisil AA/Stable Term Loan 150 Union Bank of India Crisil AA/Stable Term Loan 120 IDBI Bank Limited Crisil AA/Stable Term Loan 160 IDBI Bank Limited Crisil AA/Stable &interchangeable with ODBD/SMTL [overdraft against book debts and Short-term Loan Criteria Details Links to related criteria Basics of Ratings (including default recognition, assessing information adequacy) Criteria for consolidation https://www.crisilratings.com/mnt/winshare/Ratings/RatingList/RatingDocs/SammaanCapitalLimited_May 30_ 2025_RR_370387.html 11/156/17/25, 12:08 PM Rating Rationale Criteria for Finance and Securities companies (including approach for financial ratios) Media Relations Analytical Contacts Customer Service Helpdesk Ramkumar Uppara Ajit Velonie Timings: 10.00 am to 7.00 pm Media Relations Senior Director Toll free Number:1800 267 3850 Crisil Limited Crisil Ratings Limited M: +91 98201 77907 B:+91 22 6137 3000 For a copy of Rationales / Rating Reports: B: +91 22 6137 3000 ajit.velonie@crisil.com CRISILratingdesk@crisil.com ramkumar.uppara@crisil.com Malvika Bhotika For Analytical queries: Kartik Behl Director ratingsinvestordesk@crisil.com Media Relations Crisil Ratings Limited Crisil Limited B:+91 22 6137 3000 M: +91 90043 33899 malvika.bhotika@crisil.com B: +91 22 6137 3000 kartik.behl@crisil.com Dhwani Vazir Divya Pillai Senior Rating Analyst Media Relations Crisil Ratings Limited Crisil Limited B:+91 22 6137 3000 M: +91 86573 53090 Dhwani.Vazir@crisil.com B: +91 22 6137 3000 divya.pillai1@ext-crisil.com https://www.crisilratings.com/mnt/winshare/Ratings/RatingList/RatingDocs/SammaanCapitalLimited_May 30_ 2025_RR_370387.html 12/156/17/25, 12:08 PM Rating Rationale https://www.crisilratings.com/mnt/winshare/Ratings/RatingList/RatingDocs/SammaanCapitalLimited_May 30_ 2025_RR_370387.html 13/156/17/25, 12:08 PM Rating Rationale Note for Media: This rating rationale is transmitted to you for the sole purpose of dissemination through your newspaper/magazine/agency. The rating rationale may be used by you in full or in part without changing the meaning or context thereof but with due credit to Crisil Ratings. However, Crisil Ratings alone has the sole right of distribution (whether directly or indirectly) of its rationales for consideration or otherwise through any media including websites and portals. About Crisil Ratings Limited (A subsidiary of Crisil Limited, an S&P Global Company) Crisil Ratings pioneered the concept of credit rating in India in 1987. With a tradition of independence, analytical rigour and innovation, we set the standards in the credit rating business. We rate the entire range of debt instruments, such as bank loans, certificates of deposit, commercial paper, non-convertible/convertible/partially convertible bonds and debentures, perpetual bonds, bank hybrid capital instruments, asset-backed and mortgage-backed securities, partial guarantees and other structured debt instruments. We have rated over 33,000 large and mid-scale corporates and financial institutions. We have also instituted several innovations in India in the rating business, including ratings for municipal bonds, partially guaranteed instruments and infrastructure investment trusts (InvITs). Crisil Ratings Limited ('Crisil Ratings') is a wholly-owned subsidiary of Crisil Limited ('Crisil'). Crisil Ratings Limited is registered in India as a credit rating agency with the Securities and Exchange Board of India ("SEBI"). For more information, visit www.crisilratings.com About Crisil Limited Crisil is a leading, agile and innovative global analytics company driven by its mission of making markets function better. It is India’s foremost provider of ratings, data, research, analytics and solutions with a strong track record of growth, culture of innovation, and global footprint. It has delivered independent opinions, actionable insights, and efficient solutions to over 100,000 customers through businesses that operate from India, the US, the UK, Argentina, Poland, China, Hong Kong and Singapore. It is majority owned by S&P Global Inc, a leading provider of transparent and independent ratings, benchmarks, analytics and data to the capital and commodity markets worldwide. For more information, visit www.crisil.com Connect with us: TWITTER | LINKEDIN | YOUTUBE | FACEBOOK CRISIL PRIVACY NOTICE Crisil respects your privacy. We may use your contact information, such as your name, address and email id to fulfil your request and service your account and to provide you with additional information from Crisil. For further information on Crisil's privacy policy please visit www.crisil.com. DISCLAIMER This disclaimer is part of and applies to each credit rating report and/or credit rating rationale ('report') provided by Crisil Ratings Limited ('Crisil Ratings'). For the avoidance of doubt, the term 'report' includes the information, ratings and other content forming part of the report. The report is intended for use only within the jurisdiction of India. This report does not constitute an offer of services. Without limiting the generality of the foregoing, nothing in the report is to be construed as Crisil Ratings provision or intention to provide any services in jurisdictions where Crisil Ratings does not have the necessary licenses and/or registration to carry out its business activities. Access or use of this report does not create a client relationship between Crisil Ratings and the user. The report is a statement of opinion as on the date it is expressed, and it is not intended to and does not constitute investment advice within meaning of any laws or regulations (including US laws and regulations). 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The report shall not be altered, disseminated, distributed, redistributed, licensed, sub-licensed, sold, assigned or published any content thereof or offer access to any third party without prior written consent of Crisil Ratings. Crisil Ratings or its associates may have other commercial transactions with the entity to which the report pertains or its associates. Ratings are subject to revision or withdrawal at any time by Crisil Ratings. Crisil Ratings may receive compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors. https://www.crisilratings.com/mnt/winshare/Ratings/RatingList/RatingDocs/SammaanCapitalLimited_May 30_ 2025_RR_370387.html 14/156/17/25, 12:08 PM Rating Rationale Crisil Ratings has in place a ratings code of conduct and policies for managing conflict of interest. For more detail, please refer to: https://www.crisil.com/en/home/our-businesses/ratings/regulatory-disclosures/highlighted-policies.html. Public ratings and analysis by Crisil Ratings, as are required to be disclosed under the Securities and Exchange Board of India regulations (and other applicable regulations, if any), are made available on its websites, www.crisilratings.com and https://www.ratingsanalytica.com (free of charge). Crisil Ratings shall not have the obligation to update the information in the Crisil Ratings report following its publication although Crisil Ratings may disseminate its opinion and/or analysis. Reports with more detail and additional information may be available for subscription at a fee. Rating criteria by Crisil Ratings are available on the Crisil Ratings website, www.crisilratings.com. For the latest rating information on any company rated by Crisil Ratings, you may contact the Crisil Ratings desk at crisilratingdesk@crisil.com, or at (0091) 1800 267 3850. Crisil Ratings shall have no liability, whatsoever, with respect to any copies, modifications, derivative works, compilations or extractions of any part of this [report/ work products], by any person, including by use of any generative artificial intelligence or other artificial intelligence and machine learning models, algorithms, software, or other tools. Crisil Ratings takes no responsibility for such unauthorized copies, modifications, derivative works, compilations or extractions of its [report/ work products] and shall not be held liable for any errors, omissions of inaccuracies in such copies, modifications, derivative works, compilations or extractions. Such acts will also be in breach of Crisil Ratings’ intellectual property rights or contrary to the laws of India and Crisil Ratings shall have the right to take appropriate actions, including legal actions against any such breach. Crisil Ratings uses the prefix 'PP-MLD' for the ratings of principal-protected market-linked debentures (PPMLD) with effect from November 1, 2011, to comply with the SEBI circular, "Guidelines for Issue and Listing of Structured Products/Market Linked Debentures". The revision in rating symbols for PPMLDs should not be construed as a change in the rating of the subject instrument. For details on Crisil Ratings' use of 'PP-MLD' please refer to the notes to Rating scale for Debt Instruments and Structured Finance Instruments at the following link: https://www.crisilratings.com/en/home/our-business/ratings/credit-ratings- scale.html https://www.crisilratings.com/mnt/winshare/Ratings/RatingList/RatingDocs/SammaanCapitalLimited_May 30_ 2025_RR_370387.html 15/15Credit Bulletin August 04, 2025 | Mumbai Update on Sammaan Capital Limited Note: None of the Directors on Crisil Ratings Limited’s Board are members of rating committee and thus do not participate in discussion or assignment of any ratings. The Board of Directors also does not discuss any ratings at its meetings. This Credit Bulletin is published solely to update the bank-wise facility details in line with RBI requirement. For other sections please refer to the previous Rating Rationale May 30, 2025. Click Here to access the previous Rating Rationale. Annexure - Details of Bank Lenders & Facilities Facility Amount (Rs.Crore) Name of Lender Rating Cash Credit & Working 1439.04 Punjab National Bank Crisil AA/Stable Capital Demand Loan& Cash Credit & Working 20 Indian Overseas Bank Crisil AA/Stable Capital Demand Loan& Cash Credit & Working 25 Bank of Baroda Crisil AA/Stable Capital Demand Loan& Cash Credit & Working 10 State Bank of India Crisil AA/Stable Capital Demand Loan& Cash Credit & Working 64.5 UCO Bank Crisil AA/Stable Capital Demand Loan& Cash Credit & Working 50 Punjab and Sind Bank Crisil AA/Stable Capital Demand Loan& Cash Credit & Working Union Bank Of India 25 Crisil AA/Stable Capital Demand Loan& Limited Cash Credit & Working 45.94 Central Bank of India Crisil AA/Stable Capital Demand Loan& Cash Credit & Working 98 The Federal Bank Limited Crisil AA/Stable Capital Demand Loan& Cash Credit & Working 777.44 Canara Bank Crisil AA/Stable Capital Demand Loan& Cash Credit & Working 453.51 Indian Bank Crisil AA/Stable Capital Demand Loan& Cash Credit & Working 65 HDFC Bank Limited Crisil AA/Stable Capital Demand Loan& Cash Credit & Working 93 IDFC FIRST Bank Limited Crisil AA/Stable Capital Demand Loan& External Commercial 399.34 State Bank of India Crisil AA/Stable Borrowings Proposed Long Term Bank 8969.84 Not Applicable Crisil AA/Stable Loan Facility Term Loan 1476 State Bank of India Crisil AA/Stable Term Loan 162.5 Canara Bank Crisil AA/Stable Term Loan 170 UCO Bank Crisil AA/Stable Term Loan 190 Bank of Maharashtra Crisil AA/Stable Jana Small Finance Bank Term Loan 91.67 Crisil AA/Stable Limited Term Loan 101.32 Indian Bank Crisil AA/StableTerm Loan 150 State Bank of India Crisil AA/Stable Term Loan 377.7 Central Bank of India Crisil AA/Stable Term Loan 37.5 Indian Overseas Bank Crisil AA/Stable Term Loan 84.21 Indian Bank Crisil AA/Stable Term Loan 250 Bank Of India Limited Crisil AA/Stable Term Loan 212.5 Canara Bank Crisil AA/Stable Term Loan 200 Central Bank of India Crisil AA/Stable Term Loan 50 Dhanlaxmi Bank Limited Crisil AA/Stable Term Loan 200 IDBI Bank Limited Crisil AA/Stable Term Loan 1000 Indian Overseas Bank Crisil AA/Stable National Bank For Term Loan 455 Agriculture and Rural Crisil AA/Stable Development Poonawalla Fincorp Term Loan 93.09 Crisil AA/Stable Limited Union Bank Of India Term Loan 375 Crisil AA/Stable Limited Term Loan 93.75 Indian Bank Crisil AA/Stable Term Loan 106.25 Central Bank of India Crisil AA/Stable Term Loan 211.54 Canara Bank Crisil AA/Stable Term Loan 39.58 Central Bank of India Crisil AA/Stable Term Loan 73.64 Punjab and Sind Bank Crisil AA/Stable Term Loan 134 Central Bank of India Crisil AA/Stable Term Loan 7.89 Central Bank of India Crisil AA/Stable Term Loan 285 Punjab and Sind Bank Crisil AA/Stable Term Loan 125 Indian Bank Crisil AA/Stable Term Loan 159.24 Indian Overseas Bank Crisil AA/Stable Term Loan 75 UCO Bank Crisil AA/Stable Term Loan 146.1 Canara Bank Crisil AA/Stable Term Loan 218.75 Bank Of India Limited Crisil AA/Stable Term Loan 269 Central Bank of India Crisil AA/Stable Term Loan 375 Central Bank of India Crisil AA/Stable Term Loan 340 Central Bank of India Crisil AA/Stable Term Loan 83.24 IDBI Bank Limited Crisil AA/Stable Term Loan 156.25 IDBI Bank Limited Crisil AA/Stable Term Loan 250 Canara Bank Crisil AA/Stable Term Loan 133.33 Bank of Maharashtra Crisil AA/Stable Term Loan 230.77 Canara Bank Crisil AA/Stable Term Loan 562.5 Indian Overseas Bank Crisil AA/Stable Term Loan 41.67 Indian Bank Crisil AA/Stable Term Loan 153.33 IDBI Bank Limited Crisil AA/Stable Term Loan 300 UCO Bank Crisil AA/Stable Term Loan 100 Punjab National Bank Crisil AA/Stable Term Loan 33.33 IDFC FIRST Bank Limited Crisil AA/Stable Union Bank Of India Term Loan 157.89 Crisil AA/Stable Limited Term Loan 150 Canara Bank Crisil AA/Stable Union Bank Of India Term Loan 373.33 Crisil AA/Stable Limited Union Bank Of India Term Loan 357.5 Crisil AA/Stable LimitedUnion Bank Of India Term Loan 281.67 Crisil AA/Stable Limited Union Bank Of India Term Loan 75 Crisil AA/Stable Limited Union Bank Of India Term Loan 125 Crisil AA/Stable Limited Term Loan 113.33 IDBI Bank Limited Crisil AA/Stable & - interchangeable with ODBD/SMTL [overdraft against book debts and Short-term Loan] Criteria Details Links to related criteria Basics of Ratings (including default recognition, assessing information adequacy) Criteria for consolidation Criteria for Finance and Securities companies (including approach for financial ratios) Media Relations Analytical Contacts Customer Service Helpdesk Ramkumar Uppara Ajit Velonie Timings: 10.00 am to 7.00 pm Media Relations Senior Director Toll free Number:1800 267 3850 Crisil Limited Crisil Ratings Limited M: +91 98201 77907 B:+91 22 6137 3000 For a copy of Rationales / Rating Reports: B: +91 22 6137 3000 ajit.velonie@crisil.com CRISILratingdesk@crisil.com ramkumar.uppara@crisil.com Malvika Bhotika For Analytical queries: Kartik Behl Director ratingsinvestordesk@crisil.com Media Relations Crisil Ratings Limited Crisil Limited B:+91 22 6137 3000 M: +91 90043 33899 malvika.bhotika@crisil.com B: +91 22 6137 3000 kartik.behl@crisil.com Dhwani Vazir Divya Pillai Senior Rating Analyst Media Relations Crisil Ratings Limited Crisil Limited B:+91 22 6137 3000 M: +91 86573 53090 dhwani.vazir@crisil.com B: +91 22 6137 3000 divya.pillai1@ext-crisil.comNote for Media: This rating rationale is transmitted to you for the sole purpose of dissemination through your newspaper/magazine/agency. The rating rationale may be used by you in full or in part without changing the meaning or context thereof but with due credit to Crisil Ratings. However, Crisil Ratings alone has the sole right of distribution (whether directly or indirectly) of its rationales for consideration or otherwise through any media including websites and portals. About Crisil Ratings Limited (A subsidiary of Crisil Limited, an S&P Global Company) Crisil Ratings pioneered the concept of credit rating in India in 1987. With a tradition of independence, analytical rigour and innovation, we set the standards in the credit rating business. We rate the entire range of debt instruments, such as bank loans, certificates of deposit, commercial paper, non-convertible/convertible/partially convertible bonds and debentures, perpetual bonds, bank hybrid capital instruments, asset-backed and mortgage-backed securities, partial guarantees and other structured debt instruments. We have rated over 33,000 large and mid-scale corporates and financial institutions. We have also instituted several innovations in India in the rating business, including ratings for municipal bonds, partially guaranteed instruments and infrastructure investment trusts (InvITs). Crisil Ratings Limited ('Crisil Ratings') is a wholly-owned subsidiary of Crisil Limited ('Crisil'). Crisil Ratings Limited is registered in India as a credit rating agency with the Securities and Exchange Board of India ("SEBI"). For more information, visit www.crisilratings.com About Crisil Limited Crisil is a leading, agile and innovative global analytics company driven by its mission of making markets function better. It is India’s foremost provider of ratings, data, research, analytics and solutions with a strong track record of growth, culture of innovation, and global footprint. It has delivered independent opinions, actionable insights, and efficient solutions to over 100,000 customers through businesses that operate from India, the US, the UK, Argentina, Poland, China, Hong Kong and Singapore. It is majority owned by S&P Global Inc, a leading provider of transparent and independent ratings, benchmarks, analytics and data to the capital and commodity markets worldwide. For more information, visit www.crisil.com Connect with us: TWITTER | LINKEDIN | YOUTUBE | FACEBOOK CRISIL PRIVACY NOTICE Crisil respects your privacy. We may use your contact information, such as your name, address and email id to fulfil your request and service your account and to provide you with additional information from Crisil. For further information on Crisil's privacy policy please visit www.crisil.com. DISCLAIMER This disclaimer is part of and applies to each credit rating report and/or credit rating rationale ('report') provided by Crisil Ratings Limited ('Crisil Ratings'). For the avoidance of doubt, the term 'report' includes the information, ratings and other content forming part of the report. The report is intended for use only within the jurisdiction of India. This report does not constitute an offer of services. Without limiting the generality of the foregoing, nothing in the report is to be construed as Crisil Ratings provision or intention to provide any services in jurisdictions where Crisil Ratings does not have the necessary licenses and/or registration to carry out its business activities. Access or use of this report does not create a client relationship between Crisil Ratings and the user. The report is a statement of opinion as on the date it is expressed, and it is not intended to and does not constitute investment advice within meaning of any laws or regulations (including US laws and regulations). The report is not an offer to sell or an offer to purchase or subscribe to any investment in any securities, instruments, facilities or solicitation of any kind to enter into any deal or transaction with the entity to which the report pertains. The recipients of the report should rely on their own judgment and take their own professional advice before acting on the report in any way. Crisil Ratings and its associates do not act as a fiduciary. The report is based on the information believed to be reliable as of the date it is published, Crisil Ratings does not perform an audit or undertake due diligence or independent verification of any information it receives and/or relies on for preparation of the report. THE REPORT IS PROVIDED ON “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, CRISIL RATINGS DISCLAIMS WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR OTHER WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, ACCURACY, COMPLETENESS, ERROR-FREE, NON-INFRINGEMENT, NON-INTERRUPTION, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR INTENDED USAGE. In no event shall Crisil Ratings, its associates, third-partyproviders, as well as their directors, officers, shareholders, employees or agents be liable to any party for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses (including, without limitation, lost income or lost profits and opportunity costs) in connection with any use of any part of the report even if advised of the possibility of such damages. The report is confidential information of Crisil Ratings and Crisil Ratings reserves all rights, titles and interest in the rating report. The report shall not be altered, disseminated, distributed, redistributed, licensed, sub-licensed, sold, assigned or published any content thereof or offer access to any third party without prior written consent of Crisil Ratings. Crisil Ratings or its associates may have other commercial transactions with the entity to which the report pertains or its associates. Ratings are subject to revision or withdrawal at any time by Crisil Ratings. Crisil Ratings may receive compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors. Crisil Ratings has in place a ratings code of conduct and policies for managing conflict of interest. For more detail, please refer to: https://www.crisil.com/en/home/our-businesses/ratings/regulatory-disclosures/highlighted-policies.html. Public ratings and analysis by Crisil Ratings, as are required to be disclosed under the Securities and Exchange Board of India regulations (and other applicable regulations, if any), are made available on its websites, www.crisilratings.com and https://www.ratingsanalytica.com (free of charge). Crisil Ratings shall not have the obligation to update the information in the Crisil Ratings report following its publication although Crisil Ratings may disseminate its opinion and/or analysis. Reports with more detail and additional information may be available for subscription at a fee. Rating criteria by Crisil Ratings are available on the Crisil Ratings website, www.crisilratings.com. For the latest rating information on any company rated by Crisil Ratings, you may contact the Crisil Ratings desk at crisilratingdesk@crisil.com, or at (0091) 1800 267 3850. Crisil Ratings shall have no liability, whatsoever, with respect to any copies, modifications, derivative works, compilations or extractions of any part of this [report/ work products], by any person, including by use of any generative artificial intelligence or other artificial intelligence and machine learning models, algorithms, software, or other tools. Crisil Ratings takes no responsibility for such unauthorized copies, modifications, derivative works, compilations or extractions of its [report/ work products] and shall not be held liable for any errors, omissions of inaccuracies in such copies, modifications, derivative works, compilations or extractions. Such acts will also be in breach of Crisil Ratings’ intellectual property rights or contrary to the laws of India and Crisil Ratings shall have the right to take appropriate actions, including legal actions against any such breach. Crisil Ratings uses the prefix 'PP-MLD' for the ratings of principal-protected market-linked debentures (PPMLD) with effect from November 1, 2011, to comply with the SEBI circular, "Guidelines for Issue and Listing of Structured Products/Market Linked Debentures". The revision in rating symbols for PPMLDs should not be construed as a change in the rating of the subject instrument. For details on Crisil Ratings' use of 'PP-MLD' please refer to the notes to Rating scale for Debt Instruments and Structured Finance Instruments at the following link: https://www.crisilratings.com/en/home/our-business/ratings/credit-ratings- scale.htmlANNEXURE B: CREDIT RATING AND RATIONALE FROM ICRA (This page has been left blank intentionally.) 467ICRA Limited ICRA/Sammaan Capital Limited/25062025/01 Date: June 25, 2025 Mr. Gagan Banga Vice Chairman, MD and CEO Sammaan Capital Limited Indiabulls House, 17th Floor, Tower 1, Indiabulls Finance Centre, SB Marg, Elphinstone Road, Mumbai 400 013 Dear Sir, Re: ICRA’s Credit Rating for below mentioned instruments of Sammaan Capital Limited As per the Rating Agreement/Statement of Work executed with ICRA Limited, ICRA’s Rating Committee has taken the following rating actions for the mentioned instruments of your company. Instrument Rated Amount (Rs. crore) Rating Action1 Non-Convertible Debentures (NCD) 10,210.00* [ICRA]AA (Stable); Reaffirmed NCD 1,000.00 [ICRA]AA (Stable); Assigned Retail NCD 5,042.30* [ICRA]AA (Stable); Reaffirmed Retail NCD 500.00 [ICRA]AA (Stable); Assigned Subordinated Debt 3,785.00 [ICRA]AA (Stable); Reaffirmed Total 20,537.30 *[ICRA]AA (Stable); reaffirmed and withdrawn on Rs. 325 crore NCD and Rs. 457.7 crore Retail NCD as the instruments had matured Once the instrument is issued, the rating is valid throughout the life of the captioned programme until withdrawn. However, ICRA reserves the right to review and/or, revise the above rating(s) at any time based on new information becoming available, or the required information not being available, or other circumstances that ICRA believes could have an impact on the rating(s). Therefore, request the lenders and investors to visit ICRA website at www.icra.in for latest rating(s) of the company. The rating(s) are specific to the terms and conditions of the instruments as indicated to us by you, and any change in the terms or size of the same would require a review of the rating(s) by us. In case there is any change in the terms and conditions or the size of the rated instrument, the same must be brought to our notice before the instrument is used by you. In the event such changes occur after the rating(s) have been assigned by us and their use has been confirmed by you, the rating(s) would be subject to our review, following which there could be a change in the rating(s) previously assigned. Notwithstanding the foregoing, any change in the over-all limit of the instrument from that specified in this letter, would constitute an enhancement that would not be covered by or under the said Rating Agreement. The rating(s) assigned must be understood solely as an opinion and should not be treated, or cause to be treated, as recommendation to buy, sell, or hold the rated instruments availed/issued by your company. You are also requested to forthwith inform us about any default or delay in repayment of interest or principal amount of the instrument rated, as above, or any other debt instruments/ borrowing and keep us informed of any other developments which may have a direct or indirect impact on the debt servicing capability of the company including any proposal for re-schedulement or postponement of the repayment programmes of the dues/ debts of the company with any lender(s) / investor(s), or occurrence of any significant development that could impact the ability of the company to raise funds such as restriction imposed by any authority from raising funds through issuance of debt securities through electronic bidding system. Further, you are requested to inform us immediately as and when the borrowing limit for the instrument rated, as above, or as prescribed by the regulatory authority(ies) is exceeded. In line with SEBI Circular No. SEBI/HO/DDHS/DDHS-PoD-3/P/CIR/2024/160 dated November 18, 2024, issuers are encouraged to utilize the penny-drop verification service as provided by banks. This measure is intended to prevent payment failures when disbursing principal and/or interest to respective investors or debenture holders. Penny-drop verification serves as an efficient method for confirming the bank account details of persons designated to receive payments. Once an account has been verified through this facility, it can be used for subsequent transactions related to interest and principal payments, thereby ensuring successful remittance and avoiding failure. We look forward to your communication and assure you of our best services. With kind regards, Yours sincerely, For ICRA Limited ANIL Digitally signed by ANIL GUPTA GUPTA Date: 2025.06.25 09:46:43 +05'30' ANIL GUPTA Senior Vice President anilg@icraindia.com 1 Complete definitions of the ratings assigned are available at www.icra.in. Building No. 8, 2nd Floor, Tower A Tel.: +91.124 .4545300 Website: www.icra.in DLF Cyber City, Phase II CIN: L749999DL1991PLC042749 Email: info@icraindia.com Gurugram – 122002, Haryana Helpdesk: +91 9354738909 Registered Office: B-710, Statesman House, 148, Barakhamba Road, New Delhi 110001. Tel.: +91.11.23357940-41 RATING ● RESEARCH ● INFORMATIONICRA Limited Ref: ICRA/Sammaan Capital Limited/23092025/01 Date: September 23, 2025 Mr. Gagan Banga MD and CEO Sammaan Capital Limited Indiabulls House, 17th Floor, Tower 1, Indiabulls Finance Centre, SB Marg, Elphinstone Road, Mumbai 400 013 Dear Sir, Re: ICRA Credit Rating for below mentioned instrument of Sammaan Capital Limited (instrument details in Annexure) Please refer to your email dated September 17, 2025 requesting ICRA Limited to revalidate the rating letter issued for the below mentioned instruments. We confirm that the following rating(s) of the instrument(s) rated by ICRA, last communicated to you vide our letter dated June 25, 2025 stands valid. Instrument Rated Amount (Rs. crore) Rating* Non-Convertible Debentures (NCD) 11,210.00 [ICRA]AA (Stable) Retail NCD 5,542.30 [ICRA]AA (Stable) Subordinated Debt 3,785.00 [ICRA]AA (Stable) The other terms and conditions for the rating of the aforementioned instrument shall remain the same as communicated vide our letter dated June 25, 2025. The rating, as aforesaid, however, should not be treated as a recommendation to buy, sell or hold the instruments to be issued by you. We look forward to further strengthening our existing relationship and assure you of our best services. With kind regards, Yours sincerely, For ICRA Limited ANIL Digitally signed by ANIL GUPTA GUPTADate: 2025.09.23 15:30:57 +05'30' ANIL GUPTA Senior Vice President anilg@icraindia.com Annexure LIST OF ALL INSTRUMENT RATED (WITH AMOUNT OUTSTANDING) Rated Amount Amount Outstanding Rated Instrument Rating Outstanding (In Rs. crore) (In Rs. crore) NCD Programme1 11,210.00 10,406.00 [ICRA]AA (Stable) Retail NCD2 5,542.30 3,193.59 [ICRA]AA (Stable) Subordinated Debt3 3,785.00 3,681.11 [ICRA]AA (Stable) 1) Of the rated NCD Programme, Rs. 804 crore is available for placement 2) Of the rated Retail NCD Programme, Rs. 2,348.71 crore is available for placement 3) Of the rated Subordinated Debt Programme, Rs. 103.89 crore is available for placement * Complete definitions of the ratings assigned are available at www.icra.in. Building No. 8, 2nd Floor, Tower A Tel.: +91.124 .4545300 Website: www.icra.in DLF Cyber City, Phase II CIN : L749999DL1991PLC042749 Email: info@icraindia.com Gurugram – 122002, Haryana Helpdesk: +91 9354738909 Registered Office: B-710, Statesman House, 148, Barakhamba Road, New Delhi 110001. Tel. :+91.11.23357940-41 RATING ● RESEARCH ● INFORMATION Sensitivity Label : RestrictedJune 26, 2025 Sammaan Capital Limited: Rating reaffirmed and [ICRA]AA (Stable) assigned to NCDs and retail NCDs; rating withdrawn for matured instruments Summary of rating action Previous rated amount Current rated amount Instrument* Rating action (Rs. crore) (Rs. crore) Non-convertible debenture 10,210 10,210 [ICRA]AA (Stable); reaffirmed (NCD) NCD 325 0 [ICRA]AA (Stable); reaffirmed and withdrawn NCD 0 1,000 [ICRA]AA (Stable); assigned Retail NCD 5,042.3 5,042.3 [ICRA]AA (Stable); reaffirmed Retail NCD 457.7 0 [ICRA]AA (Stable); reaffirmed and withdrawn Retail NCD 0 500 [ICRA]AA (Stable); assigned Subordinated debt 3,785 3,785 [ICRA]AA (Stable); reaffirmed Subordinated debt 115 0 [ICRA]AA (Stable); reaffirmed and withdrawn Total 19,935 20,537 *Instrument details are provided in Annexure I Rationale The rating continues to factor in Sammaan Capital Limited’s (SCL) capitalisation and liquidity profile as well as its established and long-standing franchise in the domestic mortgage finance industry. The capitalisation trajectory has been supported by the equity raised through a rights issue of Rs. 3,693 crore and the qualified institutional placement (QIP) of Rs. 1,300 crore during FY2024- FY2025. Further, the financial leverage remains modest owing to declining on-balance sheet advances amid the transition to an asset-light business model. Notwithstanding the decline in the assets under management (AUM) in recent years, SCL remains one of the established players in the mortgage finance industry. Its consolidated AUM stood at Rs. 62,347 crore as on March 31, 2025, comprising home loans (HL; 73%), loan against property (LAP; 18%) and commercial credit (CC; 9%). ICRA is cognisant of the company’s profitability trajectory, which has remained below average in recent years due to the elevated credit provisions. It reported a net loss at the consolidated level in FY2025 due to the acquisition of the legacy loans of Sammaan Finserve Limited (SFL) amid the current restructuring exercise. Earlier, the net worth accretion was further constrained by the additional credit provisions created directly through reserves till FY2024. The rebranding exercise, intended to reflect the institutionalised character as well as the focus towards retail mortgage lending, was concluded in June 2024 with Indiabulls Housing Finance Limited (IBHFL) being renamed Sammaan Capital Limited. Subsequently, Indiabulls Commercial Credit Limited (ICCL) was renamed Sammaan Finserve Limited with a focus on affordable housing finance. Moreover, to simplify the corporate structure, the non-operational subsidiaries would be wound up or merged with SCL, subject to the receipt of requisite approvals. Previously, as a part of the institutionalisation/de-promoterisation exercise, the company endeavoured to strengthen the governance structure and onboarded industry professionals with diverse experience. The strengths are partially offset by the asset quality risks emanating from the legacy CC (real estate developer loan) book, notwithstanding the rundown in recent years and the adequate asset quality of the retail segment. The blended headline asset quality metrics improved as on March 31, 2025 and the solvency, characterised by net non-performing assets (NNPA)/net worth, www.icra .in 1 Sensitivity Label : Public Page |stood at 2.3% as on March 31, 2025 (5.0% as on March 31, 2024). The improvement in the reported asset quality and solvency metrics was aided by sizeable one-time provisions and write-offs in FY2025 as well as the sale of assets to asset reconstruction companies (ARCs), which also led to an uptick in the security receipts (SRs) held by the company. However, the adjusted metric is elevated (net vulnerable book1/Tier I capital). Further, the borrowing profile remains modest with bank funding, including co-lending/sell-downs, being a key source of incremental funding over the past many years. Incremental fundraising remains limited owing to the declining AUM and the slower-than-expected scale-up of the business under the revised asset-light strategy, while the borrowing cost has been elevated. Nonetheless, healthy collections from the retail portfolio have helped SCL maintain adequate liquidity and manage its asset- liability profile. ICRA has reaffirmed and withdrawn the rating assigned to SCL’s Rs. 325-crore NCDs, Rs. 457.7-crore retail NCDs and Rs. 115-crore subordinated debt programmes as no amount is outstanding against the rated instruments. This is in line with ICRA’s policy on withdrawal of credit ratings. The Stable outlook reflects ICRA’s expectation that SCL will continue to maintain adequate capitalisation, notwithstanding its ambitious growth plans for the near to medium term, while the rundown of the residual legacy book is unlikely to have a material impact on the capitalisation profile. Further, the company is expected to draw on its established presence in the domestic mortgage finance industry in pursuit of its asset-light strategy. Key rating drivers and their description Credit strengths Adequate capitalisation – SCL remains adequately capitalised with a consolidated net worth of Rs. 21,822 crore and a consolidated CRAR of 34.8% (Tier I – 34.5%) as on March 31, 2025. This provides sufficient cushion for near-term growth while maintaining a comfortable cushion over the regulatory capital adequacy requirement (15%). The net worth was supported by the equity raised through a rights issue of Rs. 3,693 crore and a QIP of Rs. 1,300 crore during FY2024-FY2025. Further, the financial leverage remains modest owing to declining on-balance sheet advances amid the transition to an asset-light business model. The capital structure is characterised by an improving total debt/net worth ratio, which stood at 2.0 times as on March 31, 2025 (managed gearing2 of 2.6 times) compared to 2.4 times as on March 31, 2024 (managed gearing of 3.1 times). The headline solvency ratio (NNPA/net worth) too improved to 2.3% as on March 31, 2025 from 5.0% as on March 31, 2024. However, the adjusted metric is still elevated (net vulnerable book/Tier I capital), notwithstanding the improvement from the levels seen till FY2022. SCL’s track record of raising capital has supported its capitalisation notwithstanding the impact on net worth accretion due to the sizeable impairment provisions (on loan book and related to alternative investment funds; AIFs3) debited to the profit & loss (P&L) account as well as those directly routed through the net worth. Capitalisation has remained adequate despite sizeable write-offs in recent years as the provisions have been recalibrated following the improvement in the operating environment and the portfolio’s performance. Provisions being carried on the balance sheet moderated to 1.7% of the loan book as on March 31, 2025 from 2.5% as on March 31, 2024 and the highs of 4.5% as on December 31, 2021 and 5.1% as on March 31, 2020. Despite the ambitious growth plans for the near to medium term, ICRA expects the capitalisation to remain adequate, given the shift to the asset-light business model. 1 Net vulnerable book includes net stage 2 loans, net stage 3 loans, SRs and restructured assets 2 Managed gearing = Borrowings + Off-balance sheet advances/Net worth 3 SCL, at the consolidated level, had sizeable investments in subordinated units of AIFs. it made provisions of Rs. 837 crore, in line with the RBI circular of December 2023. It debited Rs. 610 crore under special additional reserves and the balance was debited in the P&L account www.icra .in 2 Sensitivity Label : Public Page |Established track record in domestic mortgage finance industry – SCL has a long track record and established franchise in the housing finance business. Notwithstanding the downward AUM trajectory in recent years, the company remains one of the largest players in the mortgage finance space in the country. It had an AUM of Rs. 62,347 crore as on March 31, 2025 (Rs. 65,335 crore as on March 31, 2024), comprising HL (73%), LAP (18%) and CC (9%). The retail loan segment has consistently accounted for over 85% of the AUM since March 2020. AUM growth remained elusive in recent years, first due to the delays in tech integration with partner banks and subsequently with the rundown in the legacy book outpacing the increase in growth AUM. SCL has segregated its AUM into legacy4 and growth5 AUM. Legacy AUM has run down in recent years due to collections/prepayments as well as asset monetisation while incremental disbursements are limited. Legacy AUM stood at Rs. 24,894 crore (40% of consolidated AUM) as on March 31, 2025 (compared to the peak of Rs. 1,20,525 crore as on March 31, 2019). In line with the management’s stated intent, it is expected to reduce further to less than Rs. 15,000 crore by March 2026. Growth AUM, which stood at Rs. 37,453 crore as on March 31, 2025 (60% of the consolidated AUM), is estimated by the management to scale up to Rs. 1,00,000 crore by March 2027, comprising SCL’s standalone AUM of ~Rs. 70,000 crore, AIF AUM of ~Rs. 15,000 crore and SFL’s AUM of ~Rs. 15,000 crore. The company would continue to focus on the mortgage finance space wherein it has experience, though under an asset-light model. A sizeable portion of the lending would be off-balance sheet at SCL (only ~20% would be on the books). SFL would retain a higher share of loans on its book (~40%). Incremental wholesale lending, primarily towards commercial real estate (CRE), would be undertaken through the AIF route in partnership with foreign private credit funds. SCL’s share in the AIF AUM would be 10- 20%. It also intends to increase the number of co-lending relationships to 12 in the near to medium term (9 as on March 31, 2025). Co-lending disbursements stood at Rs. 9,766 crore in FY2025 compared to Rs. 9,560 crore in FY2024 and Rs. 7,845 crore in FY2023. In this regard, the evolving guidelines related to the co-lending framework and the impact of the same on SCL's disbursement trajectory, if any, will remain monitorable. ICRA notes that the company has tested the systems for possible scenarios while engaging with partner banks on the possibilities and required adjustments to shift to the specific models, if required. Nonetheless, a meaningful scale-up of the AUM would remain critical for the profitability metrics. Credit challenges Asset quality risks, notwithstanding recent improvement in headline asset quality metrics – SCL’s asset quality remains susceptible to the risks emanating from its legacy CC portfolio. Given the large ticket size and the high inherent risks associated with these exposures, the CC book remains exposed to concentration risks. The segmental NPA improved to 5.9% as on March 31, 2025 (10.3% as on March 31, 2024), supported by collections/asset monetisation and write-offs. In the past, the increased challenges for the real estate sector due to the Covid-19 pandemic-related lockdowns heightened the portfolio vulnerability, sharply increasing the segmental NPA to 10.8% as on March 31, 2021 and 13.3% as on March 31, 2022, partly exacerbated by a declining AUM. The asset quality of the retail portfolio remains steady with gross NPAs (GNPAs) of 0.9% as on March 31, 2025 compared to 1.7% as on March 31, 2024. Overall, the headline asset quality metrics remain stable with GNPAs and NNPAs of 1.3% and 0.8%, respectively, as on March 31, 2025 compared to 2.7% and 1.5%, respectively, as on March 31, 2024. The headline numbers are supported by large write-offs in the past with the cumulative write-off pool at more than Rs. 10,000 crore6. Adjusted for this, the asset quality numbers would be weaker. ICRA notes that SCL acquired SFL’s legacy loans (wholesale and retail) in Q2 FY2025 amid a corporate restructuring exercise. This also led to sizeable one-time fair valuation provisions and management overlay, aggregating Rs. 6,007 crore at the consolidated level, besides write-offs of Rs. 518 crore in FY2025. Further, SCL sold loans amounting to Rs. 3,504.4 crore7 for a purchase consideration of Rs. 2,344.1 crore in FY2025. Total SRs outstanding was Rs. 3,783.0 crore as on March 31, 2025 4 Legacy loans comprise wholesale and retail loans disbursed before March 2022 that do not align with the company’s asset-light strategy, being ineligible for sell down or for any other reason 5 Growth AUM refers to SCL’s core business and comprises the loans disbursed after March 2022, primarily under the asset-light model. 6 Pertaining to loans written off between FY2020 and FY2024 7 Net book value of loans transferred; aggregate principal outstanding on the loans transferred was Rs. 3,634.3 crore www.icra .in 3 Sensitivity Label : Public Page |compared to Rs. 1,140.8 crore as on March 31, 2024. However, some comfort is derived from the recoveries of Rs. 2,491 crore in FY2025 pertaining to the legacy loans written off previously. The management estimates further recoveries of ~Rs. 3,600 crore during FY2026-FY2027, the actual realisation of which would remain monitorable. ICRA has also taken note of the provisions created through direct debits to additional reserves as well as through other comprehensive income over the years. Going forward, the company’s ability to maintain healthy asset quality under the new business model will remain imperative. Subdued profitability, given slower-than-expected ramp-up of business under the revised strategy and modest borrowing profile – SCL reported a net loss of Rs. 1,807 crore in FY2025 on a consolidated basis owing to sizeable one-time fair valuation provisions, management overlay and write-offs amid the acquisition of SCL’s legacy loans. Prior to that, the consolidated profitability remained under pressure with the company resorting to asset securitisation/sell-down as a source of liquidity since H2 FY2019. This resulted in a decline in the on-balance sheet loan book from March 2019 and the slower-than-anticipated scale-up of the asset-light model, impacting the operating leverage and hence the earnings profile from FY2020. The accelerated refinancing of developer loans also contributed to the decline in the loan book and the overall portfolio yield. This, coupled with the higher cost of funds and cost of negative carry, led to a moderation in the net interest margin (NIM). Operating expenses also remained elevated due to the expansion of the retail franchise. Along with higher provision expenses (including provisions taken directly against the net worth), this further impacted the profitability. Nonetheless, SCL repriced its loans in recent quarters, partially offsetting the impact on NIMs. ICRA expects the near-term profitability to remain subdued, given the slower-than-expected growth as well as the constrained operating leverage. The company’s ability to scale up the new business model meaningfully would remain critical from a profitability perspective. SCL’s borrowing profile is moderate. As on March 31, 2025, bank loans (38%) and non-convertible debentures (NCDs; including sub-debt; 32%) were its primary funding avenues, followed by securitisation (11%), sub-debt (10%) and external commercial borrowing (ECB; 7%). While some comfort is drawn from the increasing share of co-lending/sell-downs as a source of funds in recent quarters, the ramp-up has been slower than initially expected. Incremental fundraising remains limited owing to the declining AUM and the slower-than-expected scale-up of the business under the revised asset-light strategy, while the cost of funds is marginally elevated due to the hardening of the systemic interest rates. The company expects an improvement in the cost of funds in FY2026, following the series of rate cuts by the Reserve Bank of India (RBI). Its ability to continue to raise funds from diverse sources at competitive rates remains imperative for fuelling near-to-medium-term growth. Environmental and social risks Given the service-oriented nature of its business, SCL’s direct exposure to environmental risks/physical climate risks is not material. While lending institutions can be exposed to environmental risks indirectly through their portfolio of assets, the company’s exposure to environmentally sensitive segments remains low. Hence, indirect transition risks arising from changes in regulations or policies concerning the underlying assets are not material. With regard to social risks, data security and customer privacy are among the key sources of vulnerability for lending and investment banking institutions as any material lapses could be detrimental to their reputation and could invite regulatory censure. SCL has not faced such lapses over the years and its disclosures outline the key policies, processes, and investments made by it to mitigate the occurrence of such instances. It also promotes financial inclusion by lending to the affordable housing segments. www.icra .in 4 Sensitivity Label : Public Page |Liquidity position: Adequate SCL’s consolidated liquidity profile is characterised by positive asset-liability gaps (based on asset-liability management profile as on March 31, 2025), supported by the sizeable on-balance sheet liquidity comprising an unencumbered cash and bank balance of Rs. 3,350 crore and liquid investments of ~Rs. 10,000 crore as on March 31, 2025 (~30% of the borrowings outstanding as on that date). Against this, the debt repayment obligations between June 2025 and January 2026 stood at Rs. 5,181 crore. Further, the liquidity coverage ratio was 232% as on March 31, 2025 compared to the regulatory requirement of 100%. ICRA also notes that the track record of healthy collections from the retail segment supports the liquidity position. Going forward, the company would recalibrate its liquidity policy amid the improved operating environment and utilise the surplus funds for loan book growth. Nonetheless, it would endeavour to maintain on-balance sheet liquidity sufficient to cover the repayments falling due in the ensuing 12 months. Rating sensitivities Positive factors – A significant improvement in the earnings profile and resource mobilisation with access to well-diversified sources at competitive rates, while maintaining healthy asset quality (GNPA including 1-year write-offs of less than 3%), would have a positive impact. Negative factors – A prolonged delay in scaling up the planned asset-light business model over the medium term or a material deterioration in the asset quality, affecting the financial profile, would be a negative factor. Sustained weakness in resource mobilisation from diversified sources, which would restrict its ability to lend or would lead to a deterioration in its liquidity profile, could also be a credit negative. Analytical approach Analytical approach Comments Rating Methodology for Non-banking Finance Companies Applicable rating methodologies Policy on Withdrawal of Credit Ratings Parent/Group support Not applicable Consolidation/Standalone Consolidation About the company SCL was incorporated in 2005. Previously known as IBHFL, it operated as an HFC registered with National Housing Bank (NHB). In June 2024, it received a new certificate of registration as a NBFC-ICC from the RBI. It was subsequently renamed Sammaan Capital Limited as a part of a rebranding exercise, which was intended to reflect its institutional character and delink it from the erstwhile promoter entities with the ‘Indiabulls’ branding. SCL is the listed holding company of the Sammaan Group8. It provides HL and LAP/micro, small and medium enterprises (MSME) loans. The Group also provides affordable HL and semi-urban MSME loans/LAP through its wholly-owned subsidiary – SFL. Besides mortgage-backed retail lending, the Group will foray into commercial real estate (CRE) lending through the AIF platform planned to be launched in FY2026. As on March 31, 2025, its consolidated AUM stood at Rs. 62,347 crore comprising HLs (73%), LAP (18%) and CC (9%) while the off-balance sheet book stood at Rs. 13,346 crore. SCL has a pan-India presence, catering to over 1.5 million customers through a network of more than 200 branches and over 8,000 channel partners as on March 31, 2025. Over the last few years, the company shifted its focus towards an asset-light business model. It had co-lending partnerships with 9 banks as on March 31, 2025 and plans to increase the same to 12 by March 2026. These partnerships would largely be with mid-sized public and private sector banks. Going forward, SCL would operate as an upper layer mortgage-focused NBFC as well as a holding company for an affordable housing finance subsidiary and a real estate- 8 SCL and its subsidiaries are collectively referred to as the Sammaan Group www.icra .in 5 Sensitivity Label : Public Page |focused AIF. Further, as part of the ongoing corporate simplification, the non-operational entities would be merged into the parent entity – SCL. Key financial indicators (audited) SCL – Consolidated FY2024 FY2025 Total income 8,624.8 8,683.3 PAT 1,217.0 (1,807.5) Total managed assets 85,310.9 83,527.1 Return on managed assets 1.4% (2.1)% Reported gearing (times) 2.4 2.0 Gross stage 3 3.3% 1.8% CRAR 33.3% 34.8% Source: Company, ICRA Research; All ratios as per ICRA’s calculations; Amount in Rs. crore Status of non-cooperation with previous CRA: Not applicable Any other information: SCL faces prepayment risk, given the possibility of debt acceleration upon the breach of covenants, including financial covenants, operating covenants and rating-linked covenants. Upon failure to meet the covenants, if the company is unable to get waivers from the lenders/investors or the lenders/investors do not provide it with adequate time to arrange for alternative funding to pay off the accelerated loans, the rating would face pressure. In this regard, ICRA notes that the recent developments have not resulted in a breach of the covenants. Rating history for past three years Current (FY2026) Chronology of rating history for the past 3 years Amount FY2025 FY2024 FY2023 Instrument Jun 26, Type rated 2025 (Rs. Date Rating Date Rating Date Rating crore) Long [ICRA]AA Nov-26- [ICRA]AA Apr-4- [ICRA]AA Apr-5- [ICRA]AA NCD 10,210 term (Stable) 2024 (Stable) 2023 (Stable) 2022 (Stable) Jun-27- [ICRA]AA Dec-29- [ICRA]AA - - - - 2024 (Stable) 2023 (Stable) Long [ICRA]AA NCD 1,000 - - - - - - term (Stable) Long [ICRA]AA Nov-26- [ICRA]AA Apr-4- [ICRA]AA Apr-5- [ICRA]AA Retail NCD 5,042.3 term (Stable) 2024 (Stable) 2023 (Stable) 2022 (Stable) Jun-27- [ICRA]AA Dec-29- [ICRA]AA - - - - 2024 (Stable) 2023 (Stable) Long [ICRA]AA Retail NCD 500 - - - - - - term (Stable) Long [ICRA]AA Nov-26- [ICRA]AA Apr-4- [ICRA]AA Apr-5- [ICRA]AA Subordinated debt 3,785 term (Stable) 2024 (Stable) 2023 (Stable) 2022 (Stable) Jun-27- [ICRA]AA Dec-29- [ICRA]AA 2024 (Stable) 2023 (Stable) www.icra .in 6 Sensitivity Label : Public Page |Complexity level of the rated instruments Instrument Complexity indicator NCD Simple Retail NCD Simple Subordinated debt Simple The Complexity Indicator refers to the ease with which the returns associated with the rated instrument could be estimated. It does not indicate the risk related to the timely payments on the instrument, which is rather indicated by the instrument’s credit rating. It also does not indicate the complexity associated with analysing an entity’s financial, business, industry risks or complexity related to the structural, transactional or legal aspects. Details on the complexity levels of the instruments are available on ICRA’s website: Click Here www.icra .in 7 Sensitivity Label : Public Page |Annexure I: Instrument details Amount Date of issuance Coupon ISIN Instrument name Maturity date rated Current rating and outlook /Sanction rate (Rs. crore) INE148I07746 NCD Jun-30-2014 10.150% Jun-30-2024 25.000 [ICRA]AA (Stable); withdrawn INE148I07AV5 NCD Dec-16-2014 9.200% Dec-16-2024 25.000 [ICRA]AA (Stable); withdrawn INE148I07BA7 NCD Dec-31-2014 9.200% Dec-31-2024 25.000 [ICRA]AA (Stable); withdrawn INE148I07IP0 NCD Jan-24-2018 8.120% Jan-24-2025 225.000 [ICRA]AA (Stable); withdrawn INE148I07BV3 NCD May-19-2015 9.000% May-19-2025 25.000 [ICRA]AA (Stable); withdrawn INE148I07CN8 NCD Jun-26-2015 10.250% Jun-26-2025 1,000.000 [ICRA]AA (Stable) INE148I07DL0 NCD Nov-20-2015 9.300% Nov-20-2025 170.000 [ICRA]AA (Stable) INE148I07DN6 NCD Dec-30-2015 9.300% Dec-30-2025 95.000 [ICRA]AA (Stable) INE148I07DO4 NCD Dec-31-2015 9.000% Dec-31-2025 10.000 [ICRA]AA (Stable) INE148I07DV9 NCD Feb-08-2016 9.300% Feb-07-2026 50.000 [ICRA]AA (Stable) INE148I07EA1 NCD Mar-14-2016 9.000% Mar-13-2026 25.000 [ICRA]AA (Stable) INE148I07EL8 NCD Apr-12-2016 9.300% Apr-11-2026 35.000 [ICRA]AA (Stable) INE148I07EM6 NCD Apr-29-2016 9.300% Apr-29-2026 207.000 [ICRA]AA (Stable) INE148I07EO2 NCD May-10-2016 9.300% May-08-2026 25.000 [ICRA]AA (Stable) INE148I07ES3 NCD May-30-2016 9.300% May-29-2026 25.000 [ICRA]AA (Stable) INE148I07EW5 NCD Jun-07-2016 9.000% Jun-05-2026 25.000 [ICRA]AA (Stable) INE148I07FG5 NCD Jun-30-2016 9.300% Jun-30-2026 200.000 [ICRA]AA (Stable) INE148I07FJ9 NCD Jul-22-2016 8.900% Jul-22-2026 25.000 [ICRA]AA (Stable) INE148I07HX6 NCD Sep-08-2017 8.030% Sep-08-2027 1,450.000 [ICRA]AA (Stable) INE148I07IQ8 NCD Feb-22-2018 8.430% Feb-22-2028 3,060.000 [ICRA]AA (Stable) INE148I07IR6 NCD Feb-23-2018 8.430% Feb-23-2028 25.000 [ICRA]AA (Stable) INE148I07JF9 NCD Aug-06-2018 8.900% Aug-04-2028 1,025.000 [ICRA]AA (Stable) INE148I07JK9 NCD Nov-22-2018 9.300% Nov-22-2028 1,000.000 [ICRA]AA (Stable) INE148I07JQ6 NCD Jan-15-2019 9.100% Jan-15-2029 700.000 [ICRA]AA (Stable) INE148I07SY1 NCD Apr-04-2024 9.750% Apr-03-2027 74.000 [ICRA]AA (Stable) INE148I07TX1 NCD Jul-23-2024 9.750% Jul-23-2029 110.000 [ICRA]AA (Stable) INE148I07TY9 NCD Aug-12-2024 9.750% Apr-12-2028 345.000 [ICRA]AA (Stable) INE148I07UX9 NCD Oct-21-2024 9.750% Oct-20-2029 85.000 [ICRA]AA (Stable) INE148I07UY7 NCD Oct-21-2024 9.250% Aug-28-2026 180.000 [ICRA]AA (Stable) INE148I07VX7 NCD Jan-14-2025 9.950% Jan-13-2035 35.000 [ICRA]AA (Stable) INE148I07WY3 NCD Jun-19-2025 9.500% Jun-19-2030 80.000 [ICRA]AA (Stable) INE148I07XA1 NCD Jun-19-2025 9.450% Jun-19-2028 60.000 [ICRA]AA (Stable) INE148I07XB9 NCD Jun-19-2025 9.450% Jun-19-2029 65.000 [ICRA]AA (Stable) INE14807WZ0 NCD Jun-19-2025 9.750% Jun-19-2035 80.000 [ICRA]AA (Stable) NA NCD – Proposed NA NA NA 944.000 [ICRA]AA (Stable) INE148I07KG5 Retail NCD Sep-24-2021 8.500% Sep-24-2024 140.350 [ICRA]AA (Stable); withdrawn INE148I07KH3 Retail NCD Sep-24-2021 9.000% Sep-24-2024 20.530 [ICRA]AA (Stable); withdrawn INE148I07KJ9 Retail NCD Sep-24-2022 ZCB Sep-24-2024 9.020 [ICRA]AA (Stable); withdrawn INE148I07KK7 Retail NCD Sep-24-2021 8.200% Sep-24-2024 0.100 [ICRA]AA (Stable); withdrawn INE148I07KL5 Retail NCD Sep-24-2021 8.660% Sep-24-2024 10.140 [ICRA]AA (Stable); withdrawn INE148I07LW0 Retail NCD Sep-28-2022 9.050% Sep-28-2024 14.240 [ICRA]AA (Stable); withdrawn INE148I07LX8 Retail NCD Sep-28-2022 8.650% Sep-28-2024 3.900 [ICRA]AA (Stable); withdrawn INE148I07LY6 Retail NCD Sep-28-2022 ZCB Sep-28-2024 1.050 [ICRA]AA (Stable); withdrawn INE148I07LZ3 Retail NCD Sep-28-2022 ZCB Sep-28-2024 9.330 [ICRA]AA (Stable); withdrawn www.icra .in 8 Sensitivity Label : Public Page |Amount Date of issuance Coupon ISIN Instrument name Maturity date rated Current rating and outlook /Sanction rate (Rs. crore) INE148I07MG1 Retail NCD Sep-28-2022 8.330% Sep-28-2024 0.100 [ICRA]AA (Stable); withdrawn INE148I07MH9 Retail NCD Sep-28-2022 8.700% Sep-28-2024 11.240 [ICRA]AA (Stable); withdrawn INE148I07MM9 Retail NCD Nov-03-2022 8.650% Nov-03-2024 40.000 [ICRA]AA (Stable); withdrawn INE148I07MN7 Retail NCD Nov-03-2022 9.050% Nov-03-2024 6.460 [ICRA]AA (Stable); withdrawn INE148I07MO5 Retail NCD Nov-03-2022 ZCB Nov-03-2024 3.140 [ICRA]AA (Stable); withdrawn INE148I07MP2 Retail NCD Nov-03-2022 ZCB Nov-03-2024 2.000 [ICRA]AA (Stable); withdrawn INE148I07MW8 Retail NCD Nov-03-2022 8.330% Nov-03-2024 0.050 [ICRA]AA (Stable); withdrawn INE148I07MX6 Retail NCD Nov-03-2022 8.700% Nov-03-2024 5.060 [ICRA]AA (Stable); withdrawn INE148I07NC8 Retail NCD Dec-28-2022 9.300% Dec-28-2024 12.880 [ICRA]AA (Stable); withdrawn INE148I07NE4 Retail NCD Dec-28-2022 8.900% Dec-28-2024 3.120 [ICRA]AA (Stable); withdrawn INE148I07NK1 Retail NCD Dec-28-2022 ZCB Dec-28-2024 6.670 [ICRA]AA (Stable); withdrawn INE148I07NQ8 Retail NCD Dec-28-2022 8.940% Dec-28-2024 12.750 [ICRA]AA (Stable); withdrawn INE148I07NR6 Retail NCD Dec-28-2022 8.570% Dec-28-2024 0.050 [ICRA]AA (Stable); withdrawn INE148I07KW2 Retail NCD Jan-06-2022 8.500% Jan-06-2025 0.200 [ICRA]AA (Stable); withdrawn INE148I07KX0 Retail NCD Jan-06-2022 9.000% Jan-06-2025 67.450 [ICRA]AA (Stable); withdrawn INE148I07KY8 Retail NCD Jan-06-2022 ZCB Jan-06-2025 6.080 [ICRA]AA (Stable); withdrawn INE148I07KZ5 Retail NCD Jan-06-2022 8.200% Jan-06-2025 0.100 [ICRA]AA (Stable); withdrawn INE148I07LA6 Retail NCD Jan-06-2022 8.660% Jan-06-2025 8.990 [ICRA]AA (Stable); withdrawn INE148I07NS4 Retail NCD Mar-23-2023 9.250% Mar-23-2025 0.370 [ICRA]AA (Stable); withdrawn INE148I07NT2 Retail NCD Mar-23-2023 9.650% Mar-23-2025 8.350 [ICRA]AA (Stable); withdrawn INE148I07OD4 Retail NCD Mar-23-2023 ZCB Mar-23-2025 4.580 [ICRA]AA (Stable); withdrawn INE148I07OE2 Retail NCD Mar-23-2023 ZCB Mar-23-2025 2.000 [ICRA]AA (Stable); withdrawn INE148I07OF9 Retail NCD Mar-23-2023 9.250% Mar-23-2025 7.630 [ICRA]AA (Stable); withdrawn INE148I07LM1 Retail NCD Apr-28-2022 8.500% Apr-28-2025 0.180 [ICRA]AA (Stable); withdrawn INE148I07LN9 Retail NCD Apr-28-2022 9.000% Apr-28-2025 22.490 [ICRA]AA (Stable); withdrawn INE148I07LP4 Retail NCD Apr-28-2022 ZCB Apr-28-2025 6.410 [ICRA]AA (Stable); withdrawn INE148I07LQ2 Retail NCD Apr-28-2022 8.200% Apr-28-2025 0.310 [ICRA]AA (Stable); withdrawn INE148I07LR0 Retail NCD Apr-28-2022 8.660% Apr-28-2025 10.380 [ICRA]AA (Stable); withdrawn INE148I07GJ7 Retail-NCD Sep-26-2016 8.650% Sep-26-2026 13.695 [ICRA]AA (Stable) INE148I07GK5 Retail-NCD Sep-26-2016 8.850% Sep-26-2026 990.755 [ICRA]AA (Stable) INE148I07GL3 Retail-NCD Sep-26-2016 9.000% Sep-26-2026 404.499 [ICRA]AA (Stable) INE148I07GN9 Retail-NCD Sep-26-2016 ZCB Sep-26-2026 24.343 [ICRA]AA (Stable) INE148I07KM3 Retail-NCD Sep-24-2021 8.750% Sep-24-2026 125.128 [ICRA]AA (Stable) INE148I07KN1 Retail-NCD Sep-24-2021 9.250% Sep-24-2026 14.314 [ICRA]AA (Stable) INE148I07KP6 Retail-NCD Sep-24-2021 8.890% Sep-24-2026 10.685 [ICRA]AA (Stable) INE148I07LB4 Retail-NCD Jan-06-2022 8.750% Jan-06-2027 0.265 [ICRA]AA (Stable) INE148I07LC2 Retail-NCD Jan-06-2022 9.250% Jan-06-2027 10.236 [ICRA]AA (Stable) INE148I07LD0 Retail-NCD Jan-06-2022 8.430% Jan-06-2027 0.010 [ICRA]AA (Stable) INE148I07LE8 Retail-NCD Jan-06-2022 8.890% Jan-06-2027 10.088 [ICRA]AA (Stable) INE148I07LS8 Retail-NCD Apr-28-2022 8.750% Apr-28-2027 0.020 [ICRA]AA (Stable) INE148I07LT6 Retail-NCD Apr-28-2022 9.250% Apr-28-2027 10.664 [ICRA]AA (Stable) INE148I07LU4 Retail-NCD Apr-28-2022 8.430% Apr-28-2027 0.260 [ICRA]AA (Stable) INE148I07LV2 Retail-NCD Apr-28-2022 8.890% Apr-28-2027 11.195 [ICRA]AA (Stable) INE148I07MA4 Retail-NCD Sep-28-2022 8.800% Sep-28-2025 0.020 [ICRA]AA (Stable) INE148I07MB2 Retail-NCD Sep-28-2022 9.300% Sep-28-2025 16.442 [ICRA]AA (Stable) www.icra .in 9 Sensitivity Label : Public Page |Amount Date of issuance Coupon ISIN Instrument name Maturity date rated Current rating and outlook /Sanction rate (Rs. crore) INE148I07MD8 Retail-NCD Sep-28-2022 9.050% Sep-28-2027 0.052 [ICRA]AA (Stable) INE148I07ME6 Retail-NCD Sep-28-2022 9.550% Sep-28-2027 11.895 [ICRA]AA (Stable) INE148I07MF3 Retail-NCD Sep-28-2022 ZCB Sep-28-2025 7.472 [ICRA]AA (Stable) INE148I07MI7 Retail-NCD Sep-28-2022 8.470% Sep-28-2025 0.050 [ICRA]AA (Stable) INE148I07MJ5 Retail-NCD Sep-28-2022 8.940% Sep-28-2025 13.205 [ICRA]AA (Stable) INE148I07MK3 Retail-NCD Sep-28-2022 8.700% Sep-28-2027 0.355 [ICRA]AA (Stable) INE148I07ML1 Retail-NCD Sep-28-2022 9.150% Sep-28-2027 13.762 [ICRA]AA (Stable) INE148I07MQ0 Retail-NCD Nov-03-2022 8.800% Nov-03-2025 14.000 [ICRA]AA (Stable) INE148I07MR8 Retail-NCD Nov-03-2022 9.300% Nov-03-2025 7.165 [ICRA]AA (Stable) INE148I07MS6 Retail-NCD Nov-03-2022 ZCB Nov-03-2025 3.749 [ICRA]AA (Stable) INE148I07MT4 Retail-NCD Nov-03-2022 ZCB Nov-03-2025 0.050 [ICRA]AA (Stable) INE148I07MV0 Retail-NCD Nov-03-2022 9.550% Nov-03-2027 6.560 [ICRA]AA (Stable) INE148I07MY4 Retail-NCD Nov-03-2022 8.940% Nov-03-2025 5.088 [ICRA]AA (Stable) INE148I07MZ1 Retail-NCD Nov-03-2022 9.150% Nov-03-2027 6.152 [ICRA]AA (Stable) INE148I07NA2 Retail-NCD Nov-03-2022 8.700% Nov-03-2027 0.010 [ICRA]AA (Stable) INE148I07ND6 Retail-NCD Dec-28-2022 9.390% Dec-28-2027 10.950 [ICRA]AA (Stable) INE148I07NG9 Retail-NCD Dec-28-2022 9.800% Dec-28-2027 6.587 [ICRA]AA (Stable) INE148I07NH7 Retail-NCD Dec-28-2022 9.550% Dec-28-2025 4.095 [ICRA]AA (Stable) INE148I07NI5 Retail-NCD Dec-28-2022 9.050% Dec-28-2025 0.117 [ICRA]AA (Stable) INE148I07NL9 Retail-NCD Dec-28-2022 ZCB Dec-28-2025 8.609 [ICRA]AA (Stable) INE148I07NM7 Retail-NCD Dec-28-2022 9.160% Dec-28-2025 2.571 [ICRA]AA (Stable) INE148I07NN5 Retail-NCD Dec-28-2022 8.940% Dec-28-2027 0.105 [ICRA]AA (Stable) INE148I07NP0 Retail-NCD Dec-28-2022 8.700% Dec-28-2025 0.005 [ICRA]AA (Stable) INE148I07NV8 Retail-NCD Mar-23-2023 9.710% Mar-23-2028 7.986 [ICRA]AA (Stable) INE148I07NW6 Retail-NCD Mar-23-2023 9.650% Mar-23-2028 15.000 [ICRA]AA (Stable) INE148I07NX4 Retail-NCD Mar-23-2023 9.250% Mar-23-2028 0.030 [ICRA]AA (Stable) INE148I07NY2 Retail-NCD Mar-23-2023 ZCB Mar-23-2026 6.819 [ICRA]AA (Stable) INE148I07NZ9 Retail-NCD Mar-23-2023 9.480% Mar-23-2026 1.853 [ICRA]AA (Stable) INE148I07OB8 Retail-NCD Mar-23-2023 9.900% Mar-23-2026 2.370 [ICRA]AA (Stable) INE148I07OH5 Retail-NCD Mar-23-2023 10.150% Mar-23-2028 6.530 [ICRA]AA (Stable) INE148I07OI3 Retail-NCD Jul-27-2023 9.250% Jul-27-2025 20.050 [ICRA]AA (Stable) INE148I07OJ1 Retail-NCD Jul-27-2023 8.880% Jul-27-2025 6.000 [ICRA]AA (Stable) INE148I07OK9 Retail-NCD Jul-27-2023 ZCB Jul-27-2025 0.020 [ICRA]AA (Stable) INE148I07OL7 Retail-NCD Jul-27-2023 9.250% Jul-27-2025 5.281 [ICRA]AA (Stable) INE148I07OM5 Retail-NCD Jul-27-2023 9.650% Jul-27-2025 6.578 [ICRA]AA (Stable) INE148I07ON3 Retail-NCD Jul-27-2023 9.400% Jul-27-2026 16.742 [ICRA]AA (Stable) INE148I07OO1 Retail-NCD Jul-27-2023 ZCB Jul-27-2025 4.550 [ICRA]AA (Stable) INE148I07OP8 Retail-NCD Jul-27-2023 9.480% Jul-27-2026 2.900 [ICRA]AA (Stable) INE148I07OQ6 Retail-NCD Jul-27-2023 9.020% Jul-27-2026 3.335 [ICRA]AA (Stable) INE148I07OR4 Retail-NCD Jul-27-2023 9.900% Jul-27-2026 3.221 [ICRA]AA (Stable) INE148I07OS2 Retail-NCD Jul-27-2023 ZCB Jul-27-2026 3.847 [ICRA]AA (Stable) INE148I07OT0 Retail-NCD Jul-27-2023 9.710% Jul-27-2028 5.591 [ICRA]AA (Stable) INE148I07OU8 Retail-NCD Jul-27-2023 9.250% Jul-27-2028 0.510 [ICRA]AA (Stable) INE148I07OW4 Retail-NCD Jul-27-2023 10.150% Jul-27-2028 6.477 [ICRA]AA (Stable) INE148I07OY0 Retail-NCD Sep-26-2023 9.250% Sep-26-2025 0.145 [ICRA]AA (Stable) www.icra .in 10 Sensitivity Label : Public Page |Amount Date of issuance Coupon ISIN Instrument name Maturity date rated Current rating and outlook /Sanction rate (Rs. crore) INE148I07PA7 Retail-NCD Sep-26-2023 9.250% Sep-26-2025 6.185 [ICRA]AA (Stable) INE148I07PD1 Retail-NCD Sep-26-2023 9.650% Sep-26-2025 9.324 [ICRA]AA (Stable) INE148I07PE9 Retail-NCD Sep-26-2023 0.000% Sep-26-2025 2.000 [ICRA]AA (Stable) INE148I07PF6 Retail-NCD Sep-26-2023 0.000% Sep-26-2025 4.913 [ICRA]AA (Stable) INE148I07PK6 Retail-NCD Sep-26-2023 9.650% Sep-26-2028 20.000 [ICRA]AA (Stable) INE148I07PL4 Retail-NCD Sep-26-2023 10.150% Sep-26-2028 7.021 [ICRA]AA (Stable) INE148I07PM2 Retail-NCD Sep-26-2023 9.250% Sep-26-2028 0.024 [ICRA]AA (Stable) INE148I07PN0 Retail-NCD Sep-26-2023 10.000% Sep-26-2030 0.086 [ICRA]AA (Stable) INE148I07PO8 Retail-NCD Sep-26-2023 9.710% Sep-26-2028 6.449 [ICRA]AA (Stable) INE148I07PP5 Retail-NCD Sep-26-2023 10.250% Sep-26-2033 0.180 [ICRA]AA (Stable) INE148I07PS9 Retail-NCD Sep-26-2023 10.500% Sep-26-2030 1.626 [ICRA]AA (Stable) INE148I07PT7 Retail-NCD Sep-26-2023 10.750% Sep-26-2033 7.423 [ICRA]AA (Stable) INE148I07PU5 Retail-NCD Sep-26-2023 9.800% Sep-26-2033 0.009 [ICRA]AA (Stable) INE148I07PV3 Retail-NCD Sep-26-2023 10.250% Sep-26-2033 8.273 [ICRA]AA (Stable) INE148I07PW1 Retail-NCD Nov-09-2023 9.250% Nov-09-2025 0.100 [ICRA]AA (Stable) INE148I07PX9 Retail-NCD Sep-26-2023 9.400% Sep-26-2026 0.447 [ICRA]AA (Stable) INE148I07PY7 Retail-NCD Sep-26-2023 9.900% Sep-26-2026 7.090 [ICRA]AA (Stable) INE148I07PZ4 Retail-NCD Sep-26-2023 9.480% Sep-26-2026 4.738 [ICRA]AA (Stable) INE148I07QA5 Retail-NCD Sep-26-2023 ZCB Sep-26-2026 0.050 [ICRA]AA (Stable) INE148I07QB3 Retail-NCD Sep-26-2023 ZCB Sep-26-2026 6.918 [ICRA]AA (Stable) INE148I07QC1 Retail-NCD Sep-26-2023 9.570% Sep-26-2030 1.294 [ICRA]AA (Stable) INE148I07QD9 Retail-NCD Sep-26-2023 10.030% Sep-26-2030 1.563 [ICRA]AA (Stable) INE148I07QE7 Retail-NCD Sep-26-2023 9.020% Sep-26-2026 0.255 [ICRA]AA (Stable) INE148I07QF4 Retail-NCD Nov-09-2023 8.880% Nov-09-2025 0.050 [ICRA]AA (Stable) INE148I07QG2 Retail-NCD Nov-09-2023 9.250% Nov-09-2025 6.135 [ICRA]AA (Stable) INE148I07QH0 Retail-NCD Nov-09-2023 9.400% Nov-09-2026 1.807 [ICRA]AA (Stable) INE148I07QI8 Retail-NCD Nov-09-2023 9.900% Nov-09-2026 4.948 [ICRA]AA (Stable) INE148I07QJ6 Retail-NCD Nov-09-2023 ZCB Nov-09-2025 0.100 [ICRA]AA (Stable) INE148I07QK4 Retail-NCD Nov-09-2023 9.480% Nov-09-2026 12.792 [ICRA]AA (Stable) INE148I07QL2 Retail-NCD Nov-09-2023 ZCB Nov-09-2025 2.844 [ICRA]AA (Stable) INE148I07QM0 Retail-NCD Nov-09-2023 9.020% Nov-09-2026 0.300 [ICRA]AA (Stable) INE148I07QN8 Retail-NCD Nov-09-2023 9.650% Nov-09-2025 7.522 [ICRA]AA (Stable) INE148I07QO6 Retail-NCD Nov-09-2023 ZCB Nov-09-2026 3.951 [ICRA]AA (Stable) INE148I07QP3 Retail-NCD Nov-09-2023 ZCB Nov-09-2026 0.025 [ICRA]AA (Stable) INE148I07QQ1 Retail-NCD Nov-09-2023 9.650% Nov-09-2028 0.080 [ICRA]AA (Stable) INE148I07QR9 Retail-NCD Nov-09-2023 10.150% Nov-09-2028 7.026 [ICRA]AA (Stable) INE148I07QS7 Retail-NCD Nov-09-2023 9.250% Nov-09-2028 4.000 [ICRA]AA (Stable) INE148I07QT5 Retail-NCD Nov-09-2023 9.710% Nov-09-2028 12.281 [ICRA]AA (Stable) INE148I07QV1 Retail-NCD Nov-09-2023 10.500% Nov-09-2030 1.514 [ICRA]AA (Stable) INE148I07QX7 Retail-NCD Nov-09-2023 10.030% Nov-09-2030 2.560 [ICRA]AA (Stable) INE148I07QY5 Retail-NCD Nov-09-2023 10.250% Nov-09-2033 1.080 [ICRA]AA (Stable) INE148I07QZ2 Retail-NCD Nov-09-2023 10.750% Nov-09-2033 6.755 [ICRA]AA (Stable) INE148I07RA3 Retail-NCD Nov-09-2023 9.800% Nov-09-2033 0.279 [ICRA]AA (Stable) INE148I07RB1 Retail-NCD Nov-09-2023 10.250% Nov-09-2033 12.742 [ICRA]AA (Stable) INE148I07RC9 Retail-NCD Dec-27-2023 9.250% Dec-27-2025 1.070 [ICRA]AA (Stable) www.icra .in 11 Sensitivity Label : Public Page |Amount Date of issuance Coupon ISIN Instrument name Maturity date rated Current rating and outlook /Sanction rate (Rs. crore) INE148I07RD7 Retail-NCD Dec-27-2023 9.650% Dec-27-2025 10.326 [ICRA]AA (Stable) INE148I07RE5 Retail-NCD Dec-27-2023 8.880% Dec-27-2025 0.500 [ICRA]AA (Stable) INE148I07RF2 Retail-NCD Dec-27-2023 ZCB Dec-27-2025 0.400 [ICRA]AA (Stable) INE148I07RG0 Retail-NCD Dec-27-2023 9.400% Dec-27-2026 0.250 [ICRA]AA (Stable) INE148I07RI6 Retail-NCD Dec-27-2023 9.250% Dec-27-2025 7.442 [ICRA]AA (Stable) INE148I07RJ4 Retail-NCD Dec-27-2023 9.480% Dec-27-2026 11.376 [ICRA]AA (Stable) INE148I07RK2 Retail-NCD Dec-27-2023 ZCB Dec-27-2025 5.675 [ICRA]AA (Stable) INE148I07RL0 Retail-NCD Dec-27-2023 ZCB Dec-27-2026 5.600 [ICRA]AA (Stable) INE148I07RM8 Retail-NCD Dec-27-2023 9.650% Dec-27-2028 1.000 [ICRA]AA (Stable) INE148I07RN6 Retail-NCD Dec-27-2023 9.900% Dec-27-2026 17.699 [ICRA]AA (Stable) INE148I07RO4 Retail-NCD Dec-27-2023 9.250% Dec-27-2028 6.000 [ICRA]AA (Stable) INE148I07RP1 Retail-NCD Dec-27-2023 9.710% Dec-27-2028 10.130 [ICRA]AA (Stable) INE148I07RR7 Retail-NCD Dec-27-2023 10.500% Dec-27-2030 2.668 [ICRA]AA (Stable) INE148I07RS5 Retail-NCD Dec-27-2023 10.150% Dec-27-2028 8.744 [ICRA]AA (Stable) INE148I07RU1 Retail-NCD Dec-27-2023 10.030% Dec-27-2030 2.357 [ICRA]AA (Stable) INE148I07RV9 Retail-NCD Dec-27-2023 10.250% Dec-27-2033 2.100 [ICRA]AA (Stable) INE148I07RW7 Retail-NCD Dec-27-2023 10.750% Dec-27-2033 6.586 [ICRA]AA (Stable) INE148I07RX5 Retail-NCD Dec-27-2023 9.800% Dec-27-2033 0.030 [ICRA]AA (Stable) INE148I07RY3 Retail-NCD Dec-27-2023 ZCB Dec-27-2026 0.050 [ICRA]AA (Stable) INE148I07RZ0 Retail-NCD Dec-27-2023 10.250% Dec-27-2033 16.102 [ICRA]AA (Stable) INE148I07SA1 Retail-NCD Mar-26-2024 9.250% Mar-26-2026 1.090 [ICRA]AA (Stable) INE148I07SB9 Retail-NCD Mar-26-2024 8.880% Mar-26-2026 0.150 [ICRA]AA (Stable) INE148I07SC7 Retail-NCD Mar-26-2024 9.250% Mar-26-2026 5.584 [ICRA]AA (Stable) INE148I07SD5 Retail-NCD Mar-26-2024 9.650% Mar-26-2026 10.215 [ICRA]AA (Stable) INE148I07SF0 Retail-NCD Mar-26-2024 ZCB Mar-26-2026 6.346 [ICRA]AA (Stable) INE148I07SG8 Retail-NCD Mar-26-2024 9.900% Mar-26-2027 15.653 [ICRA]AA (Stable) INE148I07SH6 Retail-NCD Mar-26-2024 9.400% Mar-26-2027 2.000 [ICRA]AA (Stable) INE148I07SI4 Retail-NCD Mar-26-2024 9.480% Mar-26-2027 9.398 [ICRA]AA (Stable) INE148I07SJ2 Retail-NCD Mar-26-2024 9.020% Mar-26-2027 0.050 [ICRA]AA (Stable) INE148I07SK0 Retail-NCD Mar-26-2024 ZCB Mar-26-2027 6.757 [ICRA]AA (Stable) INE148I07SM6 Retail-NCD Mar-26-2024 10.500% Mar-26-2031 2.232 [ICRA]AA (Stable) INE148I07SN4 Retail-NCD Mar-26-2024 9.710% Mar-26-2029 20.407 [ICRA]AA (Stable) INE148I07SO2 Retail-NCD Mar-26-2024 9.250% Mar-26-2029 3.688 [ICRA]AA (Stable) INE148I07SP9 Retail-NCD Mar-26-2024 9.650% Mar-26-2029 1.000 [ICRA]AA (Stable) INE148I07SQ7 Retail-NCD Mar-26-2024 10.250% Mar-26-2034 14.421 [ICRA]AA (Stable) INE148I07SR5 Retail-NCD Mar-26-2024 10.750% Mar-26-2034 6.674 [ICRA]AA (Stable) INE148I07SS3 Retail-NCD Mar-26-2024 10.150% Mar-26-2029 15.375 [ICRA]AA (Stable) INE148I07ST1 Retail-NCD Mar-26-2024 9.570% Mar-26-2031 0.010 [ICRA]AA (Stable) INE148I07SU9 Retail-NCD Mar-26-2024 10.000% Mar-26-2031 0.220 [ICRA]AA (Stable) INE148I07SV7 Retail-NCD Mar-26-2024 10.250% Mar-26-2034 5.500 [ICRA]AA (Stable) INE148I07SW5 Retail-NCD Mar-26-2024 9.800% Mar-26-2034 0.390 [ICRA]AA (Stable) INE148I07SX3 Retail-NCD Mar-26-2024 10.030% Mar-26-2031 2.433 [ICRA]AA (Stable) INE148I07SZ8 Retail-NCD May-31-2024 9.250% May-31-2026 0.269 [ICRA]AA (Stable) INE148I07TA9 Retail-NCD May-31-2024 ZCB May-31-2026 5.491 [ICRA]AA (Stable) INE148I07TB7 Retail-NCD May-31-2024 ZCB May-31-2026 9.265 [ICRA]AA (Stable) www.icra .in 12 Sensitivity Label : Public Page |Amount Date of issuance Coupon ISIN Instrument name Maturity date rated Current rating and outlook /Sanction rate (Rs. crore) INE148I07TC5 Retail-NCD May-31-2024 9.250% May-31-2026 8.310 [ICRA]AA (Stable) INE148I07TD3 Retail-NCD May-31-2024 8.880% May-31-2026 0.070 [ICRA]AA (Stable) INE148I07TE1 Retail-NCD May-31-2024 9.650% May-31-2026 7.576 [ICRA]AA (Stable) INE148I07TF8 Retail-NCD May-31-2024 9.900% May-31-2027 19.236 [ICRA]AA (Stable) INE148I07TG6 Retail-NCD May-31-2024 9.710% May-31-2029 15.824 [ICRA]AA (Stable) INE148I07TH4 Retail-NCD May-31-2024 9.020% May-31-2027 10.300 [ICRA]AA (Stable) INE148I07TI2 Retail-NCD May-31-2024 9.400% May-31-2027 7.100 [ICRA]AA (Stable) INE148I07TK8 Retail-NCD May-31-2024 10.500% May-31-2031 1.806 [ICRA]AA (Stable) INE148I07TL6 Retail-NCD May-31-2024 9.480% May-31-2027 12.479 [ICRA]AA (Stable) INE148I07TM4 Retail-NCD May-31-2024 ZCB May-31-2027 5.616 [ICRA]AA (Stable) INE148I07TN2 Retail-NCD May-31-2024 10.250% May-31-2034 13.056 [ICRA]AA (Stable) INE148I07TO0 Retail-NCD May-31-2024 10.000% May-31-2031 1.400 [ICRA]AA (Stable) INE148I07TP7 Retail-NCD May-31-2024 10.750% May-31-2034 8.992 [ICRA]AA (Stable) INE148I07TQ5 Retail-NCD May-31-2024 9.250% May-31-2029 16.500 [ICRA]AA (Stable) INE148I07TR3 Retail-NCD May-31-2024 10.150% May-31-2029 6.770 [ICRA]AA (Stable) INE148I07TU7 Retail-NCD May-31-2024 9.800% May-31-2034 0.041 [ICRA]AA (Stable) INE148I07TW3 Retail-NCD May-31-2024 10.030% May-31-2031 2.985 [ICRA]AA (Stable) INE148I07TZ6 Retail-NCD Sep-25-2024 9.250% Sep-25-2026 15.280 [ICRA]AA (Stable) INE148I07UA7 Retail-NCD Sep-25-2024 ZCB Sep-25-2027 5.795 [ICRA]AA (Stable) INE148I07UB5 Retail-NCD Sep-25-2024 ZCB Sep-25-2027 0.370 [ICRA]AA (Stable) INE148I07UC3 Retail-NCD Sep-25-2024 9.480% Sep-25-2027 15.275 [ICRA]AA (Stable) INE148I07UD1 Retail-NCD Sep-25-2024 9.020% Sep-25-2027 0.380 [ICRA]AA (Stable) INE148I07UE9 Retail-NCD Sep-25-2024 9.900% Sep-25-2027 39.251 [ICRA]AA (Stable) INE148I07UF6 Retail-NCD Sep-25-2024 9.400% Sep-25-2027 19.260 [ICRA]AA (Stable) INE148I07UG4 Retail-NCD Sep-25-2024 ZCB Sep-25-2026 5.475 [ICRA]AA (Stable) INE148I07UH2 Retail-NCD Sep-25-2024 ZCB Sep-25-2026 2.050 [ICRA]AA (Stable) INE148I07UI0 Retail-NCD Sep-25-2024 9.250% Sep-25-2026 5.364 [ICRA]AA (Stable) INE148I07UJ8 Retail-NCD Sep-25-2024 9.250% Sep-25-2029 0.250 [ICRA]AA (Stable) INE148I07UK6 Retail-NCD Sep-25-2024 10.150% Sep-25-2029 33.761 [ICRA]AA (Stable) INE148I07UN0 Retail-NCD Sep-25-2024 9.710% Sep-25-2029 9.373 [ICRA]AA (Stable) INE148I07UP5 Retail-NCD Sep-25-2024 10.500% Sep-25-2031 1.733 [ICRA]AA (Stable) INE148I07UR1 Retail-NCD Sep-25-2024 10.030% Sep-25-2031 1.524 [ICRA]AA (Stable) INE148I07US9 Retail-NCD Sep-25-2024 9.650% Sep-25-2026 18.256 [ICRA]AA (Stable) INE148I07UT7 Retail-NCD Sep-25-2024 10.250% Sep-25-2034 2.004 [ICRA]AA (Stable) INE148I07UU5 Retail-NCD Sep-25-2024 9.800% Sep-25-2034 0.020 [ICRA]AA (Stable) INE148I07UV3 Retail-NCD Sep-25-2024 10.250% Sep-25-2034 14.842 [ICRA]AA (Stable) INE148I07UW1 Retail-NCD Sep-25-2024 10.750% Sep-25-2034 5.942 [ICRA]AA (Stable) INE148I07UZ4 Retail-NCD Dec-27-2024 9.250% Dec-27-2026 0.315 [ICRA]AA (Stable) INE148I07VA5 Retail-NCD Dec-27-2024 10.030% Dec-27-2031 3.974 [ICRA]AA (Stable) INE148I07VB3 Retail-NCD Dec-27-2024 9.250% Dec-27-2029 0.650 [ICRA]AA (Stable) INE148I07VC1 Retail-NCD Dec-27-2024 ZCB Dec-27-2026 3.260 [ICRA]AA (Stable) INE148I07VD9 Retail-NCD Dec-27-2024 10.500% Dec-27-2031 0.860 [ICRA]AA (Stable) INE148I07VE7 Retail-NCD Dec-27-2024 10.750% Dec-27-2034 4.440 [ICRA]AA (Stable) INE148I07VG2 Retail-NCD Dec-27-2024 ZCB Dec-27-2027 4.309 [ICRA]AA (Stable) INE148I07VH0 Retail-NCD Dec-27-2024 9.480% Dec-27-2027 14.819 [ICRA]AA (Stable) www.icra .in 13 Sensitivity Label : Public Page |Amount Date of issuance Coupon ISIN Instrument name Maturity date rated Current rating and outlook /Sanction rate (Rs. crore) INE148I07VI8 Retail-NCD Dec-27-2024 10.250% Dec-27-2034 10.972 [ICRA]AA (Stable) INE148I07VJ6 Retail-NCD Dec-27-2024 9.020% Dec-27-2027 22.060 [ICRA]AA (Stable) INE148I07VK4 Retail-NCD Dec-27-2024 9.800% Dec-27-2034 0.015 [ICRA]AA (Stable) INE148I07VL2 Retail-NCD Dec-27-2024 9.250% Dec-27-2026 4.970 [ICRA]AA (Stable) INE148I07VM0 Retail-NCD Dec-27-2024 10.250% Dec-27-2034 0.150 [ICRA]AA (Stable) INE148I07VN8 Retail-NCD Dec-27-2024 ZCB Dec-27-2026 2.561 [ICRA]AA (Stable) INE148I07VO6 Retail-NCD Dec-27-2024 10.150% Dec-27-2029 8.508 [ICRA]AA (Stable) INE148I07VQ1 Retail-NCD Dec-27-2024 8.880% Dec-27-2026 0.100 [ICRA]AA (Stable) INE148I07VR9 Retail-NCD Dec-27-2024 9.900% Dec-27-2027 13.369 [ICRA]AA (Stable) INE148I07VS7 Retail-NCD Dec-27-2024 9.400% Dec-27-2027 21.495 [ICRA]AA (Stable) INE148I07VT5 Retail-NCD Dec-27-2024 9.710% Dec-27-2029 10.959 [ICRA]AA (Stable) INE148I07VV1 Retail-NCD Dec-27-2024 9.650% Dec-27-2029 26.450 [ICRA]AA (Stable) INE148I07VW9 Retail-NCD Dec-27-2024 9.650% Dec-27-2026 11.026 [ICRA]AA (Stable) INE148I07VY5 Retail-NCD Mar-19-2025 9.250% Mar-19-2027 6.220 [ICRA]AA (Stable) INE148I07VZ2 Retail-NCD Mar-19-2025 10.250% Mar-19-2035 9.535 [ICRA]AA (Stable) INE148I07WA3 Retail-NCD Mar-19-2025 9.800% Mar-19-2035 0.015 [ICRA]AA (Stable) INE148I07WB1 Retail-NCD Mar-19-2025 9.400% Mar-19-2028 0.010 [ICRA]AA (Stable) INE148I07WC9 Retail-NCD Mar-19-2025 ZCB Mar-19-2027 8.114 [ICRA]AA (Stable) INE148I07WD7 Retail-NCD Mar-19-2025 ZCB Mar-19-2028 0.100 [ICRA]AA (Stable) INE148I07WE5 Retail-NCD Mar-19-2025 9.650% Mar-19-2027 9.000 [ICRA]AA (Stable) INE148I07WG0 Retail-NCD Mar-19-2025 ZCB Mar-19-2027 0.010 [ICRA]AA (Stable) INE148I07WH8 Retail-NCD Mar-19-2025 9.250% Mar-19-2027 7.273 [ICRA]AA (Stable) INE148I07WI6 Retail-NCD Mar-19-2025 9.900% Mar-19-2028 15.567 [ICRA]AA (Stable) INE148I07WJ4 Retail-NCD Mar-19-2025 9.710% Mar-19-2030 4.208 [ICRA]AA (Stable) INE148I07WL0 Retail-NCD Mar-19-2025 ZCB Mar-19-2028 6.425 [ICRA]AA (Stable) INE148I07WM8 Retail-NCD Mar-19-2025 10.030% Mar-19-2032 1.176 [ICRA]AA (Stable) INE148I07WP1 Retail-NCD Mar-19-2025 9.710% Mar-19-2030 10.212 [ICRA]AA (Stable) INE148I07WR7 Retail-NCD Mar-19-2025 10.750% Mar-19-2035 4.178 [ICRA]AA (Stable) INE148I07WS5 Retail-NCD Mar-19-2025 10.250% Mar-19-2035 4.000 [ICRA]AA (Stable) INE148I07WT3 Retail-NCD Mar-19-2025 10.150% Mar-19-2030 6.852 [ICRA]AA (Stable) INE148I07WU1 Retail-NCD Mar-19-2025 9.020% Mar-19-2028 63.000 [ICRA]AA (Stable) INE148I07WV9 Retail-NCD Mar-19-2025 9.480% Mar-19-2028 26.165 [ICRA]AA (Stable) INE148I07WX5 Retail-NCD Mar-19-2025 10.500% Mar-19-2032 1.462 [ICRA]AA (Stable) Retail NCD _ NA NA NA NA 2,522.706 [ICRA]AA (Stable) Proposed INE148I08231 Subordinated debt Sep-26-2016 8.790% Sep-26-2026 2.417 [ICRA]AA (Stable) INE148I08249 Subordinated debt Sep-26-2016 9.000% Sep-26-2026 0.150 [ICRA]AA (Stable) INE148I08256 Subordinated debt Sep-26-2016 9.150% Sep-26-2026 195.348 [ICRA]AA (Stable) INE148I08272 Subordinated debt Sep-26-2016 ZCB Sep-26-2026 0.947 [ICRA]AA (Stable) INE148I08322 Subordinated debt Sep-24-2021 9.750% Dec-22-2028 2.877 [ICRA]AA (Stable) INE148I08330 Subordinated debt Sep-24-2021 8.890% Dec-22-2028 0.001 [ICRA]AA (Stable) INE148I08348 Subordinated debt Sep-24-2021 9.350% Dec-22-2028 4.236 [ICRA]AA (Stable) INE148I08173 Subordinated debt Jul-17-2014 10.850% Jul-17-2024 10.000 [ICRA]AA (Stable); withdrawn INE148I08280 Subordinated debt Sep-08-2017 8.350% Sep-06-2024 100.000 [ICRA]AA (Stable); withdrawn INE148I08181 Subordinated debt Mar-17-2015 9.700% Mar-17-2025 5.000 [ICRA]AA (Stable); withdrawn INE148I08199 Subordinated debt Jul-21-2015 10.100% Jul-21-2025 8.150 [ICRA]AA (Stable) www.icra .in 14 Sensitivity Label : Public Page |Amount Date of issuance Coupon ISIN Instrument name Maturity date rated Current rating and outlook /Sanction rate (Rs. crore) INE148I08207 Subordinated debt Aug-03-2015 10.000% Aug-03-2025 165.000 [ICRA]AA (Stable) INE148I08215 Subordinated debt Jun-29-2016 9.300% Jun-29-2026 609.700 [ICRA]AA (Stable) INE148I08298 Subordinated debt Sep-08-2017 8.350% Sep-08-2027 900.000 [ICRA]AA (Stable) INE148I08306 Subordinated debt Mar-27-2018 8.800% Mar-27-2028 1,500.000 [ICRA]AA (Stable) INE894F08087 Subordinated debt Jun-05-2012 10.650% Jun-05-2027 110.030 [ICRA]AA (Stable) INE894F08103 Subordinated debt Jun-28-2012 10.250% Jun-28-2027 100.000 [ICRA]AA (Stable) INE894F08111 Subordinated debt Jun-30-2012 10.650% Jun-30-2027 49.650 [ICRA]AA (Stable) INE894F08137 Subordinated debt Nov-15-2012 10.650% Nov-15-2027 32.600 [ICRA]AA (Stable) Subordinated debt – NA NA NA NA 103.894 [ICRA]AA (Stable) Proposed Source: SCL; Note – ISIN details as on June 19, 2025 Annexure II: List of entities considered for consolidated analysis Consolidation Company name SCL ownership approach Sammaan Capital Limited Holding company Sammaan Finserve Limited (formerly Indiabulls Commercial Credit Limited) 100% Sammaan Collection Agency Limited (formerly Indiabulls Collection Agency Limited) 100% Sammaan Sales Limited (formerly Ibulls Sales Limited) 100% Sammaan Insurance Advisors Limited 100% Sammaan Investsmart Services Limited (formerly Nilgiri Investmart Services Limited; subsidiary of Indiabulls Insurance Advisors Services Limited) 100% Full consolidation Indiabulls Capital Services Limited 100% Sammaan Advisory Services Limited (formerly Indiabulls Advisory Services Limited) 100% Indiabulls Asset Holding Company Limited 100% Sammaan Asset Management Limited (formerly Indiabulls Investment Management 100% Limited) Pragati Employee Welfare Trust (formerly Indiabulls Housing Finance Limited – Employee 100% Welfare Trust) Source: Company www.icra .in 15 Sensitivity Label : Public Page |ANALYST CONTACTS Karthik Srinivasan Anil Gupta +91 22 6114 3444 +91 124 4545 314 karthiks@icraindia.com anilg@icraindia.com Deep Inder Singh Komal M Mody +91 124 4545 830 +91 22 6114 3424 deep.singh@icraindia.com komal.mody@icraindia.com Kruti Jagad +91 22 6114 3447 kruti.jagad@icraindia.com RELATIONSHIP CONTACT L. Shivakumar +91 22 6114 3406 shivakumar@icraindia.com MEDIA AND PUBLIC RELATIONS CONTACT Ms. Naznin Prodhani Tel: +91 124 4545 860 communications@icraindia.com HELPLINE FOR BUSINESS QUERIES +91-9354738909 (open Monday to Friday, from 9:30 am to 6 pm) info@icraindia.com ABOUT ICRA LIMITED ICRA Limited was set up in 1991 by leading financial/investment institutions, commercial banks and financial services companies as an independent and professional investment Information and Credit Rating Agency. Today, ICRA and its subsidiaries together form the ICRA Group of Companies (Group ICRA). ICRA is a Public Limited Company, with its shares listed on the Bombay Stock Exchange and the National Stock Exchange. The international Credit Rating Agency Moody’s Investors Service is ICRA’s largest shareholder. For more information, visit www.icra.in www.icra .in 16 Sensitivity Label : Public Page |ICRA Limited Registered Office B-710, Statesman House, 148 Barakhamba Road, New Delhi-110001 Tel: +91 11 23357940-45 Branches © Copyright, 2025 ICRA Limited. All Rights Reserved. Contents may be used freely with due acknowledgement to ICRA. ICRA ratings should not be treated as recommendation to buy, sell or hold the rated debt instruments. ICRA ratings are subject to a process of surveillance, which may lead to revision in ratings. An ICRA rating is a symbolic indicator of ICRA’s current opinion on the relative capability of the issuer concerned to timely service debts and obligations, with reference to the instrument rated. Please visit our website www.icra.in or contact any ICRA office for the latest information on ICRA ratings outstanding. All information contained herein has been obtained by ICRA from sources believed by it to be accurate and reliable, including the rated issuer. ICRA however has not conducted any audit of the rated issuer or of the information provided by it. While reasonable care has been taken to ensure that the information herein is true, such information is provided ‘as is’ without any warranty of any kind, and ICRA in particular, makes no representation or warranty, express or implied, as to the accuracy, timeliness or completeness of any such information. Also, ICRA or any of its group companies may have provided services other than rating to the issuer rated. All information contained herein must be construed solely as statements of opinion, and ICRA shall not be liable for any losses incurred by users from any use of this publication or its contents. Sensitivity Label : PublicANNEXURE C: DEBENTURE TRUSTEE CONSENT LETTER (This page has been left blank intentionally.) 468