Cholamandalam Investment and Finance : Shelf Prospectus (Final filed with SE)

Shelf Prospectus

April 19, 2023

CHOLAMANDALAM INVESTMENT AND FINANCE COMPANY LIMITED

Our Company was originally incorporated as a public limited company under the name of 'Cholamandalam Investment and Finance Company Limited' under the Companies Act, 1956, pursuant to a certificate of incorporation issued by the Registrar of Companies, Tamil Nadu at Chennai ("RoC") on August 17, 1978. It commenced its business pursuant to a certificate of commencement of business dated November 22, 1978 issued by the RoC. The name of our Company was changed to 'Cholamandalam DBS Finance Limited' pursuant to a fresh certificate of incorporation issued by the RoC on April 12, 2006 and was subsequently changed to 'Cholamandalam Investment and Finance Company Limited' pursuant to a fresh certificate of incorporation issued by the RoC on June 2, 2010. The CIN of our Company is L65993TN1978PLC007576. We have obtained a certificate of registration dated June 9, 2011, bearing number 07-00306 issued by the RBI to commence/ carry on the business of non-banking financial institution under Section 45-IA of the RBI Act, 1934 and another certificate of registration dated December 15, 2022, bearing number N-07-00893, to commence/ carry on the factoring business without accepting public deposits. Further, our Company has also been classified as NBFC-ICC. For more information about our Company, please see "General Information" and "History and Certain Corporate Matters" on pages 40 and 160.

Corporate Identity Number: L65993TN1978PLC007576; PAN: AAACC1226H Registered and Corporate Office: Dare House, No. 2, N.S.C. Bose Road, Parrys, Chennai 600 001, Tamil Nadu, India

Tel: [phone]; Website: www.cholamandalam.com; Email: [e-mail]

Company Secretary and Compliance Officer: P. Sujatha; Tel: [phone]; Email: [e-mail]

Chief Financial Officer: D. Arul Selvan; Tel: [phone]; Email: [e-mail]

PUBLIC ISSUE BY OUR COMPANY OF SECURED, RATED, LISTED, REDEEMABLE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF ₹ 1,000 EACH ("NCDs") FOR AN AMOUNT AGGREGATING UP TO ₹ 5,000 CRORES ("SHELF LIMIT") (HEREINAFTER REFERRED TO AS THE "ISSUE"). 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 ANY TRANCHE ISSUE (EACH A "TRANCHE ISSUE") WHICH SHOULD BE READ TOGETHER WITH THE DRAFT SHELF PROSPECTUS AND THIS SHELF PROSPECTUS (COLLECTIVELY, THE "OFFER DOCUMENTS").

THIS ISSUE IS BEING MADE PURSUANT TO THE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON - CONVERTIBLE SECURITIES) REGULATIONS, 2021, AS AMENDED (THE "SEBI NCS REGULATIONS"), THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER, EACH AS AMENDED (THE "COMPANIES ACT, 2013") TO THE EXTENT NOTIFIED AND THE SEBI OPERATIONAL CIRCULAR. THE ISSUE IS NOT UNDERWRITTEN.

OUR PROMOTERS

Our Promoters are Cholamandalam Financial Holdings Limited, Ambadi Investments Limited, M V Subbiah, M A Alagappan, A Vellayan, A Venkatachalam, M M Murugappan, M M Venkatachalam, M A M Arunachalam, S Vellayan, Arun Alagappan, M M Veerappan, V Narayanan, V Arunachalam, M M Muthiah, M V Muthiah, Arun Venkatachalam, M V Subramanian, M V Murugappan HUF, M V Subbiah HUF, M A Alagappan HUF, A Vellayan HUF, A Venkatachalam HUF, M M Murugappan HUF, M A M Arunachalam HUF, M M Venkatachalam HUF, M M Muthiah HUF, A M M Arunachalam HUF, Murugappa & Sons (M V Subbiah, M A Alagappan & M M Murugappan hold shares on behalf of the firm) Tube Investments of India Limited New Ambadi Estates Private Limited, Coromandel International Limited, Ambadi Enterprises Limited, Carborundum Universal Limited, E.I.D. Parry (India) Limited, M A Alagappan (holds shares on behalf of Kadamane Estates).

Tel: [phone]; Email: [e-mail]. For further details, see "Our Promoters" beginning on page 177.

GENERAL RISKS

Investment in debt securities involve a degree of risk 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" and "Material Developments" on page 15 and 227 respectively. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the debt securities or investor's decision to purchase such securities. This Shelf Prospectus has not been and will not be approved by any regulatory authority in India, including the Securities and Exchange Board of India ("SEBI"), the Reserve Bank of India ("RBI"), RoC or any stock exchange in India nor do they guarantee the accuracy or adequacy of this document.

ISSUER'S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Shelf Prospectus read together with the relevant Tranche Prospectus for a Tranche Issue, contains all information with regard to our Company and the Issue, which is material in the context of this Issue. The information contained in this Shelf Prospectus read together with the relevant Tranche Prospectus for a Tranche Issue, is true and correct in all material respects and is not misleading in any material respect and that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Shelf Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT RATING

The NCDs proposed to be issued pursuant to this Issue have been rated IND AA+/Stable by India Ratings & Research Private Limited for an amount of up to ₹ 5,000 crores by way of its letter bearing dated February 15, 2023 (further revalidated on March 20, 2023 and April 13, 2023) and [ICRA]AA+ (Stable) by ICRA Limited by way of its letter dated March 16, 2023 (further revalidated on April 3, 2023 ). Instruments with this rating are considered to have adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk. The press release by the rating agencies in relation to the Issue shall not be older than one year from the date of the opening of the Issue. The rating provided by the Credit Rating Agencies may be suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently of any other rating. These ratings are not a recommendation to buy, sell or hold securities and investors should take their own decisions. For the rationale and press release for these ratings, see "General Information" and "Annexure B" of this Shelf Prospectus, beginning on page 40 and 361, respectively.

PUBLIC COMMEN TS

The Draft Shelf Prospectus dated March 31, 2023 was filed with BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE" along with BSE, the "Stock Exchanges"), pursuant to the provisions of SEBI NCS Regulations and was open for public comments for a period of seven Working Days from the date of filing of the Draft Shelf Prospectus with the Stock Exchanges until 5:00 p.m. on April 13, 2023. No comments were received on the Draft Shelf Prospectus until 5:00 p.m. on April 13, 2023

LISTING

The NCDs offered through this Shelf Prospectus and the relevant Tranche Prospectus for a Tranche Issue are proposed to be listed on BSE and NSE.. Our Company has received an 'in-principle' approval from BSE by way of its letter bearing reference number DCS/BM/PI-BOND/002/23-24 dated April 13, 2023 and from NSE by way of its letter bearing reference number NSE/LIST/D/2023/0090 dated April 13, 2023.For the purposes of this Issue, NSE shall be the Designated Stock Exchange.

COUPON RATE, COUPON PAYMENT FREQUENCY, RDEMPTION DATE, REDEMPTION AMOUNT AND ELIGIBLE INVESTORS

For details pertaining to Coupon Rate, Coupon Payment Frequency, Redemption Date and Redemption Amount of the NCDs, see "Terms of the Issue" beginning on page 229. For details relating to eligible investors, see "Issue Structure" beginning on page 243.

	LEAD MANAGER TO THE ISSUE	REGISTRAR TO THE ISSUE
A. K. Capital Services Limited			KFin Technologies Limited (formerly known as KFIN Technologies Private Limited)
603, 6th Floor, Windsor, Off CST Road, Kalina, Santacruz East, Mumbai 400 098,		Selenium, Tower B, Plot No- 31 & 32, Financial District, Nanakramguda, Serilingampally,
Maharashtra, India			Hyderabad Rangareddi 500 032, Telangana, India
Tel: [phone]			Tel: [phone]
Facsimile: [phone]			Facsimile: [phone]
Email: [e-mail]			Email: [e-mail]
Investor Grievance Email: [e-mail]		Investor Grievance Email: [e-mail]
Website: www.akgroup.co.in			Website: www.kfintech.com
Contact Person: Aanchal Wagle/ Milan Soni			Contact Person: M Murali Krishna
Compliance Officer: Tejas Davda			SEBI Registration No.: INR000000221
SEBI Registration No: INM000010411			CIN: L72400TG2017PLC117649
CIN: L74899MH1993PLC274881
CREDIT RATING AGENCIES	DEBENTURE TRUSTEE**	JOINT STATUTORY AUDITORS
			M/s. Price Waterhouse LLP	M/s. Sundaram & Srinivasan,
			7th and 10th Floor,	23, CP Ramaswamy Road, Alwarpet,
			Menon Eternity,	Chennai 600018,
			165, St. Mary's Road,	Tamil Nadu, India
			Alwarpet, Chennai 600 018	Tel: [phone]
		IDBI Trusteeship Services Limited**	Tel: [phone]	Firm Registration No.: 004207S
India Ratings & Research Pvt Ltd	ICRA Limited	Asian Building, Ground Floor, 17, R Kamani Marg,	Firm Registration No.: 01112E/E300264	Email: [e-mail]
Email: [e-mail]	Peer Review Certificate No.: 013703
Building No.8, 2nd Floor, Tower A,
Wockhardt Towers, 4th Floor, West Wing,	Ballard Estate, Mumbai 400 001,
Peer Review Certificate No.: 012776	Contact Person: S. Usha
Bandra Kurla Complex,	DLF Cyber City, Phase II,	Maharashtra, India
Contact Person: A.J. Shaikh
Gurgaon 122 002,
Bandra East, Mumbai 400 051,	Tel: [phone]
Haryana, India
Maharashtra, India	Facsimile: [phone]
Tel: [phone]
Tel: [phone]	Email: [e-mail] / [e-mail]
Facsimile: [phone]
Facsimile: + 91 22 4000 1701	Investor Grievance Email: [e-mail]
Email: [e-mail]
Email: [e-mail]	Website: www.idbitrustee.com
Website: www.icra.in
Website: www.indiaratings.co.in	Contact Person: Jinal Shah
Contact Person: L. Shivakumar
Contact Person: Jinay Gala	Compliance Officer: Sneha Jadhav
SEBI Registration No:
Compliance Officer: Arunima Basu	SEBI Registration No.: IND000000460
IN/CRA/008/15
	CIN: U65991MH2001GOI131154
	CIN: L74999DL1991PLC042749
		ISSUE PROGRAMME*
ISSUE OPENS ON: As specified in the relevant Tranche Prospectus		ISSUE CLOSES ON: As specified in the relevant Tranche Prospectus

• This 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 this Issue may close on such earlier date or extended date as may be decided by the Board of Directors of our Company or Debenture Committee subject to compliance with Regulation 33A of the SEBI NCS Regulations. In the event of an early closure or extension of this Issue, our Company shall ensure that notice of the same is provided to the prospective investors through an advertisement in all the newspapers in which pre-issue advertisement for opening of this Issue have been given on or before such earlier or initial date of Issue closure. Application Forms for this Issue will be accepted only from 10:00 a.m. to 5:00 p.m. or such extended time as may be permitted by the Stock Exchanges, on Working Days during the Issue Period. On the Issue Closing Date, the Application Forms will be accepted only between 10 a.m. and 3 p.m. (Indian Standard Time) and uploaded until 5 p.m. 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 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 229 of this Shelf Prospectus.
• IDBI Trusteeship Services Limited pursuant to Regulation 8 of the SEBI NCS Regulations and by way of letter dated March 27, 2023 has given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in the Draft Shelf Prospectus, this Shelf Prospectus and the relevant Tranche Prospectus and in all the subsequent periodical communications sent to the holders of the Debentures issued pursuant to this Issue.

A copy of this Shelf Prospectus and the relevant Tranche Prospectus has been filed with the RoC, in terms of Section 26 and Section 31 of the Companies Act, 2013, along with the endorsed/ certified copies of all requisite documents. For further details, see "Material Contracts and Documents for Inspection" beginning on page 357.

TABLE OF CONTENTS
SECTION I: GENERAL	1
DEFINITIONS AND ABBREVIATIONS	1
FORWARD-LOOKING STATEMENTS	12
CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY
PRESENTATION	13
SECTION II: RISK FACTORS	15
SECTION III: INTRODUCTION	40
GENERAL INFORMATION	40
CAPITAL STRUCTURE	48
OBJECTS OF THE ISSUE	113
STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO THE DEBENTURE HOLDERS	115
SECTION IV: ABOUT THE ISSUER AND INDUSTRY OVERVIEW	123
INDUSTRY OVERVIEW	123
OUR BUSINESS	136
HISTORY AND CERTAIN CORPORATE MATTERS	160
OUR MANAGEMENT	167
OUR PROMOTER	177
SECTION V: FINANCIAL INFORMATION	193
DISCLOSURES ON EXISTING FINANCIAL INDEBTEDNESS	193
MATERIAL DEVELOPMENTS	227
RELATED PARTY TRANSACTIONS	228
SECTION VI: ISSUE RELATED INFORMATION	229
TERMS OF THE ISSUE	229
ISSUE STRUCTURE	243
ISSUE PROCEDURE	247
SECTION VII: LEGAL AND OTHER INFORMATION	275
OUTSTANDING LITIGATIONS AND DEFAULTS	275
OTHER REGULATORY AND STATUTORY DISCLOSURES	294
REGULATIONS AND POLICIES	308
PROVISIONS OF ARTICLES OF ASSOCIATION	318
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	357
DECLARATION	359
ANNEXURE A: FINANCIAL INFORMATION	360
ANNEXURE B: CREDIT RATINGS AND RATING RATIONALES	361
ANNEXURE C: CONSENT OF THE DEBENTURE TRUSTEE	362

(i)

SECTION I: GENERAL

DEFINITIONS AND ABBREVIATIONS

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

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

Notwithstanding the foregoing, the terms defined as part of "Risk Factors", "Our Business" "Industry Overview", "Regulations and Policies", "Statement of Possible Tax Benefits Available to the Debenture Holders" and "Provisions of Articles of Association" beginning on pages 15, 136, 123, 308, 115 and 318, respectively shall have the meaning ascribed to them as part of the aforementioned sections. Terms not defined as part of "Industry Overview" and "Regulations and Policies", beginning on pages 123 and 308, shall have the meaning ascribed to them hereunder.

General Terms

Term	Description
Company / Issuer	Cholamandalam Investment and Finance Company Limited, a public limited company incorporated under
	the provisions of the Companies Act, 1956, having its Registered Office at Dare House, No. 2, N.S.C.
	Bose Road, Parrys, Chennai 600 001, Tamil Nadu, India
We / us / our	Unless the context otherwise indicates or implies, refers to our Company

Company related terms

	Term		Description
Articles	/	Articles	of	Articles of association of our Company
Association / AoA
Audit Committee		Audit committee of Board of Directors of our Company, constituted in accordance with applicable laws
Board / Board of Directors		Board of directors of our Company and includes any committee constituted thereof
Borrowings				Borrowings includes debt securities and borrowings other than debt securities and subordinated liabilities
Chairperson				The Chairperson of our Board of Directors
CHFL				Cholamandalam Home Finance Limited
Corporate Office		Corporate office of our Company located at Dare House, No. 2, N.S.C. Bose Road, Parrys, Chennai 600
				001, Tamil Nadu, India
Corporate Social Responsibility	Corporate social responsibility committee of Board of Directors of our Company constituted in accordance
Committee				with applicable laws
Committee				A committee constituted by the Board, from time to time
Company		Secretary	and	The company secretary and compliance officer of our Company
Compliance Officer
CSEC/CSL				Cholamandalam Securities Limited
Debenture Committee		Debenture committee of Board of Directors of our Company, constituted in accordance with applicable
				laws
Director(s)				Director(s) of our Company
Equity Shares			Equity shares of face value ₹ 2 each of our Company
Group Companies		Cholamandalam MS General Insurance Company Limited, Cholamandalam MS Risk Services Limited,
				Cherry Tin Online Private Limited, CE Info Systems Private Limited, Medall Healthcare Private Limited,
				Parry Agro Industries Limited, Parry Enterprises India Limited, Paytail Commerce Private Limited, and
				White Data Systems India Private Limited
Independent Directors(s)		Independent director(s) of our Company, as disclosed under "Our Management", beginning on page 167.
Key Managerial Personnel(s) /	Key managerial personnel(s) of our Company as disclosed under "Our Management", beginning on page
KMP(s)				167 and appointed in accordance with provisions of the Companies Act, 2013.
Limited Review Financials /	The Unaudited Standalone Financial Results and Unaudited Consolidated Financial Results for the quarter
Limited Review Financial		and nine months ended December 31, 2022 prepared in accordance with Indian Accounting Standards (Ind
Results/ Unaudited Interim		AS) as per the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and
Financial Results		notified under Section 133 of the Companies Act, 2013 and presented in accordance with the requirements
				of the SEBI LODR Regulations
				1

	Term	Description
Memorandum / Memorandum	Memorandum of association of our Company
of Association/ MoA
Nomination and Remuneration	Nomination and remuneration committee of Board of Directors of our Company, constituted in accordance
Committee/ NRC	with applicable laws
Non-Executive Director(s)	Non-executive director(s) of our Company, as disclosed under "Our Management", beginning on page
		167.
Promoters		Cholamandalam Financial Holdings Limited, Ambadi Investments Limited, M V Subbiah, M A
		Alagappan, A Vellayan, A Venkatachalam, M M Murugappan, M M Venkatachalam, M A M
		Arunachalam, S Vellayan, Arun Alagappan, M M Veerappan, V Narayanan, V Arunachalam, M M
		Muthiah, M V Muthiah, Arun Venkatachalam, M V Subramanian, M V Murugappan HUF, M V Subbiah
		HUF, M A Alagappan HUF, A Vellayan HUF, A Venkatachalam HUF, M M Murugappan HUF, M A M
		Arunachalam HUF, M M Venkatachalam HUF, M M Muthiah HUF, A M M Arunachalam HUF,
		Murugappa & Sons (M V Subbiah, M A Alagappan & M M Murugappan hold shares on behalf of the
		firm) Tube Investments of India Limited, New Ambadi Estates Private Limited, Coromandel International
		Limited, Ambadi Enterprises Limited, Carborundum Universal Limited, E.I.D. Parry (India) Limited, M
		A Alagappan (holds shares on behalf of Kadamane Estates).
Promoter Group	Includes such persons and entities constituting the promoter group of our Company pursuant to Regulation
		2 (1) (pp) of the SEBI ICDR Regulations, 2018, as amended
PTPL		Payswiff Technologies Private Limited
Reformatted	Standalone	The Reformatted Standalone Financial Information of the Company comprises of the Reformatted
Financial Information	Standalone Statement of Asset and Liabilities as at March 31, 2022, March 31, 2021 and March 31, 2020,
		Reformatted Standalone Statement of Profit and Loss (including Other Comprehensive Income),
		Reformatted Standalone Statement of Changes in Equity and Reformatted Standalone Cash Flow
		Statement for the each of the years ended March 31, 2022, March 31, 2021 and March 31, 2020 and Notes
		to the Reformatted Standalone Financial Information.
		The Reformatted Standalone Financial Information have been prepared from the audited standalone
		financial statements of our Company as at and for each of the years ended March 31, 2022, March 31,
		2021 and March 31, 2020, which are prepared in accordance with Indian Accounting Standards (Ind AS)
		specified under the Section 133 of the Companies Act, 2013, Companies (Indian Accounting Standards)
		Rules, 2015 as amended from time to time and other relevant provisions of the Act, which have been
		approved by the Board of Directors of our Company at their meetings held on May 5, 2022, May 7, 2021
		and June 3, 2020 respectively.
Reformatted	Consolidated	The Reformatted Consolidated Financial Information of the Company and its subsidiaries (the Company
Financial Information	and its subsidiaries together referred to as the "Group") and its associate companies and joint venture (as
		applicable for respective year) comprises of the Reformatted Consolidated Statement of Asset and
		Liabilities as at March 31, 2022, March 31, 2021 and March 31, 2020, Reformatted Consolidated
		Statement of Profit and Loss (including Other Comprehensive Income), Reformatted Consolidated
		Statement of Changes in Equity and Reformatted Consolidated Cash Flow Statement for the each of the
		years ended March 31, 2022, March 31, 2021 and March 31, 2020 and Notes to the Reformatted
		Consolidated Financial Information.
		The Reformatted Consolidated Financial Information have been prepared from the audited consolidated
		financial statements of the Group and its subsidiaries and joint venture (as applicable for respective year)
		as at and for each of the years ended March 31, 2022, March 31, 2021 and March 31, 2020, which are
		prepared in accordance with Indian Accounting Standards (Ind AS) specified under the Section 133 of the
		Companies Act, 2013, Companies (Indian Accounting Standards) Rules, 2015 as amended from time to
		time and other relevant provisions of the Act, which have been approved by the Board of Directors of our
		Company at their meetings held on May 5, 2022, May 7, 2021 and June 3, 2020 respectively.
Reformatted	Financial	Reformatted Standalone Financial Information and Reformatted Consolidated Financial Information
Information
Registered Office	Registered office of our Company located at Dare House, No. 2, N.S.C. Bose Road, Parrys, Chennai 600
		001, Tamil Nadu, India
Registrar of Companies / RoC	Registrar of Companies, Chennai at Tamil Nadu
Shareholders	Equity Shareholders of our Company from time to time
Statutory	Auditor(s)/ Joint	M/s. Price Waterhouse LLP and M/s. Sundaram & Srinivasan
Statutory Auditor(s)/ Auditor(s)
Subsidiaries		The subsidiaries of our Company, namely, Cholamandalam Securities Limited, Cholamandalam Home
		Finance Limited, and Payswiff Technologies Private Limited*
		* Even though the Company holds 73.82% of the paid-up equity capital of PTPL as of March 31, 2022, in view of
		founder reserved matters and dispute resolution mechanism envisaged in the shareholder agreement executed between
		the group and founders of PTPL dated January 17, 2022, the group is considered to have joint control over PTPL as
		per Ind AS 28 read with IND AS 110. Hence, it is classified as investment in joint venture in the audited consolidated
		financial statements of the Company for the Financial Year ended March 31, 2022 and the Reformatted Financial
		Information.
		2

Issue related terms

Term			Description
Abridged Prospectus		A memorandum containing the salient features of this Shelf Prospectus and the relevant Tranche
			Prospectus
Acknowledgement Slip/		The slip or document issued by the Designated Intermediary to an Applicant as proof of registration of
Transaction Registration	the Application Form
Slip/ TRS
A. K. Capital/Lead Manager	A. K. Capital Services Limited
Allot/ Allotment / Allotted	Unless the context otherwise requires, the issue and allotment of the NCDs pursuant to this Issue to the
			Allottees
Allotment Advice		The communication sent to the Allottees conveying details of 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 in part in terms of this Issue
Applicant / Investor / ASBA	The person who applies for issuance and Allotment of NCDs through ASBA process or through UPI
Applicant / ASBA Bidder	Mechanism pursuant to the terms of this Shelf Prospectus, the relevant Tranche Prospectus, the Abridged
			Prospectus and Application Form for any Tranche Issue.
Application / ASBA Application	An application (whether physical or electronic) to subscribe to the NCDs offered pursuant to the 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 the Bid Amount
			or an Application Amount of up to UPI Application Limit will be blocked upon acceptance of UPI
			Mandate Request by retail investors which will be considered as the application for Allotment in terms of
			this Shelf Prospectus and the relevant Tranche Prospectus.
Application Amount		The aggregate value of the NCDs applied for, as indicated in the Application Form for the respective
			Tranche Issue
Application Form / ASBA Form	The form in terms of which the Applicant shall make an offer to subscribe to the NCDs through the ASBA
			process or through the UPI Mechanism and which will be considered as the Application for Allotment of
			NCDs and in terms of this Shelf Prospectus and the relevant Tranche Prospectus
ASBA Account			A bank account maintained by an ASBA Bidder with an SCSB, as specified in the ASBA Form submitted
			by ASBA Applicants for blocking the Bid Amount mentioned in the ASBA Form, and will include a bank
			account of a retail individual investor linked with UPI, for retail individual investors submitting
			application value up to UPI Application Limit
ASBA Applicant		Any Applicant who applies for NCDs through the ASBA process
ASBA / Application Supported	The Application whether physical or electronic) to subscribe to the NCDs offered pursuant to the Issue
by Blocked Amount		by submission of a valid Application by authorising SCSB to block the Application Amount in the
			specified bank account maintained with such SCSB or to block the Application Amount using the UPI
			Mechanism, where the Bid Amount will be blocked upon acceptance of UPI Mandate Request by retail
			investors for an Application Amount of up to UPI Application Limit which will be considered as the
			application for Allotment in terms of Shelf Prospectus and the relevant Tranche Prospectus.
Banker to the Issue		Collectively Public Issue Account Bank, Refund Bank and Sponsor Bank
Base Issue Size/ Base Issue	As specified in the relevant Tranche Prospectus for each Tranche Issue.
Basis of Allotment		The basis on which NCDs will be allotted to applicants as described in "Issue Procedure - Basis of
			Allotment for NCDs" on page 270.
Bidding Centres			Centres at which the Designated Intermediaries shall accept the Application Forms, i.e., Designated
			Branches of SCSB, Specified Locations for Consortium, Broker Centres for Registered Brokers,
			Designated RTA Locations for RTAs and Designated CDP Locations for CDPs.
Broker Centres			Broker centres notified by the Stock Exchange where Applicants can submit the ASBA Forms (including
			ASBA Forms under UPI in case of UPI Investors) to a Registered Broker. The details of such Broker
			Centres, along with the names and contact details of the Registered Brokers are available on the website
			of the Stock Exchanges at www.bseindia.com and www.nseindia.com
BSE			BSE Limited
Category	I	Investor	•	Public financial institutions, scheduled commercial banks, and Indian multilateral and bilateral
(Institutional Investors)			development financial institutions which are authorised to invest in the NCDs;
			•	Provident funds and pension funds each with a minimum corpus of ₹ 25 crores, superannuation
				funds and gratuity funds, which are authorised to invest in the NCDs;
			•	Alternative Investment Funds, subject to investment conditions applicable to them under the
				Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012;
			•	Resident Venture Capital Funds registered with SEBI;
			•	Insurance companies registered with the IRDAI;
			•	State industrial development corporations;
				3