Banas Finance : Letter of Offer (Final Offer Document filed with Stock Exchanges)

Letter of Offer

Monday, May 6, 2024

For Eligible Shareholders

Only

BANAS FINANCE LIMITED

Our Company was incorporated on June 06, 1983, as a public limited company, in the name and style 'Pioneer Leasing Company Limited' under the provisions of the Companies Act, 1956, with the Registrar of Companies, Bombay, Maharashtra, India. Further, the name of our Company was changed to from 'Pioneer Leasing Company Limited' to 'Banas Finance Limited' and a Certificate of Incorporation consequent upon the change of name was issued by the Registrar of Companies, Mumbai, Maharashtra, India on August 28, 1986. For details regarding changes in the name and registered office of our Company, please refer to the section titled 'General Information' on page 38 of this Letter of Offer.

Corporate Identification Number: L65910MH1983PLC030142;

Registered Office: E-109, Crystal Plaza, New Link Road, Andheri (West), Mumbai - 400053, Maharashtra, India;

Contact Number: [phone]; Contact Person: Prajna Prakash Naik, Company Secretary & Compliance Officer; Email Address: [e-mail]; Website: www.banasfinance.wordpress.com

FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF BANAS FINANCE LIMITED PROMOTERS OF THE COMPANY ARE GIRRAJ KISHOR AGRAWAL, TANU GIRRAJ AGRAWAL, HANDFUL INVESTRADE PRIVATE LIMITED, AND HUNNAR JEWELS LIMITED (FORMERLY KNOWN AS AGRAWAL BULLION LIMITED LIMITED).

RIGHTS ISSUE OF 4,80,46,232 (FOUR CRORES EIGHTY LAKHS FORTY SIX THOUSAND TWO HUNDRED AND THIRTY TWO) EQUITY SHARES OF FACE VALUE OF ₹10.00/- (RUPEES TEN ONLY) ('EQUITY SHARES') EACH AT AN ISSUE PRICE OF ₹10.00/- (RUPEES TEN ONLY) PER EQUITY SHARE ('ISSUE PRICE') ('RIGHT SHARES') FOR AN AMOUNT NOT EXCEEDING ₹4804.62 LAKHS (RUPEES FORTY-EIGHT CRORE FOUR LAKHS SIXTY TWO THOUSAND THREE HUNDRED AND TWENTY ONLY) ON A RIGHT ISSUE BASIS TO THE ELIGIBLE SHAREHOLDERS OF BANAS FINANCE LIMITED ('COMPANY' OR 'ISSUER') IN THE RATIO OF 1 (ONE) RIGHTS SHARES FOR EVERY 1 (ONE) EQUITY SHARES HELD BY SUCH ELIGIBLE SHAREHOLDERS AS ON THE RECORD DATE, FRIDAY, APRIL 26, 2024 ('ISSUE). THE ISSUE PRICE AT PAR WITH THE FACE VALUE OF THE EQUITY SHARE. FOR FURTHER DETAILS, KINDLY REFER TO THE SECTION TITLED 'TERMS OF THE ISSUE' BEGINNING ON PAGE 143 OF THE LETTER OF OFFER.

# Assuming full subscription.

WILFUL DEFAULTERS

Neither our Company, nor our Promoters or our Directors are categorized as wilful defaulters by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

GENERAL RISK

Investment in equity and equity related securities involves a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of our Company and this Issue including the risks involved. The Right Shares have not been recommended or approved by Securities and Exchange Board of India ('SEBI') nor does SEBI guarantee the accuracy or adequacy of this Letter of Offer. Investors are advised to refer 'Risk Factors' beginning on page 23 of this Letter of Offer before investing in the Issue.

COMPANY'S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Letter of Offer istrue and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Letter of Offer as a whole or any of such information or the expressionof any such opinions or intentions misleading in any material respect.

LISTING

The existing Equity Shares of our Company are listed and traded on BSE Limited ('BSE'). Our Company has received in-principle approval from BSE for listing of the Right Shares pursuant to its letter dated Monday, April 08, 2024.Our Company will also make applications to the BSE to obtain trading approvals for the Rights Entitlements as required under the SEBI circular bearing reference number 'SEBI/HO/CFD/DIL2/CIR/P/2020/13' dated January 22, 2020 For the purposes of this Issue, BSE is the Designated Stock Exchange.

REGISTRAR TO THE ISSUE

	PURVA SHAREGISTRY (INDIA) PRIVATE LIMITED
	Unit No. 9, Ground Floor, Shiv Shakti Industrial Estate,
	J. R. Boricha Marg, Lower Parel
	(East),Mumbai - 400011,
	Maharashtra, India;
	Contact Number: + 91-22-49614132/ 022- 352200566761;
	Website: www.purvashare.com;
	E-Mail Address: [e-mail];
	Contact Person: Ms. Deepali Dhuri;
	SEBI Registration Number: INR000001112;
	Validity of Registration: Permanent.
	ISSUE PROGRAMME
ISSUE OPENING DATE	LAST DATE FOR MARKET RENUNCIATION*	ISSUE CLOSING DATE**
MONDAY, 13 MAY, 2024	FRIDAY, 17 MAY, 2024	THURSDAY, 30 MAY, 2024

*Eligible Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to the Issue Closing Date.

• Our Board or a duly authorized committee thereof will have the right to extend the Issue Period as it may determine from time to time, provided that this Issue will not remain open in excess of 30 (thirty) days from the Issue Opening Date. Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.

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Page 2 of 179

TABLE OF CONTENTS

SECTION I - GENERAL	4
DEFINITIONS AND ABBREVIATIONS	4
PRESENTATION OF FINANCIAL INFORMATION AND USE OF MARKET DATA	15
FORWARD LOOKING STATEMENTS	17
SECTION II - SUMMARY OF THE LETTER OF OFFER	19
SECTION III - RISK FACTORS	23
SECTION IV - INTRODUCTION	37
THE ISSUE	37
GENERAL INFORMATION	38
CAPITAL STRUCTURE	42
SECTION V - PARTICULARS OF THE ISSUE	47
OBJECTS OF THE ISSUE	47
STATEMENT OF TAX BENEFITS	51
SECTION VI - ABOUT THE COMPANY	55
INDUSTRY OVERVIEW	55
BUSINESS OVERVIEW	61
HISTORY AND CORPORATE STRUCTURE	64
OUR MANAGEMENT	66
SECTION VII - FINANCIAL INFORMATION	70
ACCOUNTING RATIOS	107
STOCK MARKET DATA FOR EQUITY SHARES OF OUR COMPANY	109
SECTION VIII - LEGAL AND OTHER INFORMATION	111
KEY INDUSTRY REGULATIONS AND POLICIES	111
OUTSTANDING LITIGATIONS, DEFAULTS AND MATERIAL DEVELOPMENTS	117
GOVERNMENT AND OTHER APPROVALS	134
SECTION IX - ISSUE INFORMATION	143
TERMS OF THE ISSUE	143
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES	176
SECTION X - OTHER INFORMATION	178
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	179

Page 3 of 179

SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

DEFINITIONS

This Letter of Offer uses the definitions and abbreviations set forth below, which you should consider when reading the information contained herein. The following list of certain capitalized terms used in this Letter of Offer is intended for the convenience of the reader/prospective Applicant only and is not exhaustive.

References to any legislation, act, regulation, rules, guidelines or policies shall be to such legislation, act, regulation, rules, guidelines or policies as amended, supplemented, or re-enacted from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision.

In this Letter of Offer, unless otherwise indicated or the context otherwise requires, all references to 'the/our Company', 'we', 'our', 'us' or similar terms are to Banas Finance Limited as the context requires, and references to 'you' are to the Eligible Equity Shareholders and/ or prospective Investors in this Right Issue of Equity Shares.

The words and expressions used in this Letter of Offer, but not defined herein, shall have the same meaning (tothe extent applicable) ascribed to such terms under the SEBI (ICDR) Regulations, the Companies Act, the SCRA, the Depositories Act, and the rules and regulations made thereunder. Notwithstanding the foregoing, terms used in section

titled 'Industry Overview', 'Statement of Tax Benefits', 'Financial Information', 'Outstanding Litigations, Defaults, and Material Developments' and 'Terms of the Issue' on page 55, 51,70, 117 and 143 respectively, shall havethe meaning given to such terms in such sections.

COMPANY RELATED TERMS AND INDUSTRY RELATED TERMS

Term

Banas Finance Limited/ Company

We/ us/ our

AoA/ Articles of Association

Audit Committee

Auditors/ Statutory Auditors/ Peer Review Auditor

Board of Directors/ Board

Chief Financial Officer/ CFO

Company Secretary and

Compliance Officer

Consolidated Audited Financial

Statements

Consolidated Unaudited Limited Reviewed Financial Statements

Directors

Eligible Shareholder(s)

Equity Shares

Independent Director

Description

Banas Finance Limited, a public limited company incorporated under the provisions of the Companies Act, 1956, as amended from time to time; Unless the context otherwise indicates or implies, refers to Banas Finance Limited;

The Articles of Association of Banas Finance Limited, as amended from time to time;

The committee of the Board of Directors constituted as our Company's audit committee in accordance with Regulation 18 of the SEBI (LODR) Regulations

2015,as amended ("SEBI Listing Regulations") and Section 177 of the Companies Act, 2013;

The current statutory auditors of our Company, M/s. A K Kocchar & Associates, Chartered Accountants;

The Board of Directors of our Company or a duly constituted committee thereof or its duly authorised individuals.

The Chief Financial Officer of our Company, Mrs. Babita Amit Mehta;

The Company Secretary and Compliance Officer of our Company, Prajna Prakash Naik;

The consolidated audited financial statements of our Company prepared in accordance with Ind AS for the Financial Years 2022, and 2023;

The consolidated unaudited limited reviewed financial statement of our Company for the half-year ending September 30, 2023, and 9 months ending December 31, 2023 prepared in accordance with Ind AS;

The director(s) on the Board of our Company, unless otherwise specified. Eligible equity holder(s) of the Equity Shares of Banas Finance Limited as on the Record Date;

Equity Share of the Company having face value of ₹10.00 (Rupees Ten only); Independent directors on the Board and eligible to be appointed as an Independent Director under the provisions of Companies Act and SEBI

Page 4 of 179

Term

Company's ISIN

Key Management Personnel /KMP

MoA / Memorandum of Association

Nomination and Remuneration Committee

Promoters

Promoter Group

Registered Office

Registrar of Companies

Stakeholders' Relationship

Committee

Stock Exchange/ Designated

Stock Exchange

ISSUE RELATED TERMS

Description

(LODR) Regulations. For details of the Independent Directors, please refer to section titled 'Our Management' beginning on page 66 of this Letter ofOffer; International Securities Identification Number of our Company being INE521L01030;

The Key Managerial Personnel of our Company as per the definition provided in Regulation 2(1) (bb) of the SEBI ICDR Regulations

The Memorandum of Association of Banas Finance Limited, as amended from time to time;

The committee of the Board of directors reconstituted as our Company's Nomination and Remuneration Committee in accordance with Regulation 19 of the SEBI (LODR) Regulations and Section 178 of the Companies Act, 2013;

Girraj Kishor Agrawal, Tanu Girraj Agarwal

Handful Investrade Private Limited, and Hunnar Jewels Limited (Formerly known as Agrawal Bullion Limited); and as determined in accordance with Regulation 2(1)(pp) of the SEBI ICDR Regulations.

The registered office of our Company located at E-109, Crystal Plaza, New Link Road, Andheri (West), Mumbai - 400053, Maharashtra, India; Registrar of Companies, Mumbai situated at 100, Everest, Marine Drive, Mumbai - 400002, Maharashtra, India;

The committee of the Board of Directors constituted as our Company's

Stakeholders' Relationship Committee in accordance with Regulation 20 of the SEBI (LODR) Regulations Section 178 of the Companies Act, 2013;

BSE Limited;

Term

Abridged Letter of Offer

Additional Right Shares

Allot/ Allotment/ Allotted

Allotment Account

Allotment Advice

Allotment Date

Allottees

Applicant(s)/ Investor(s)

Application

Description

Abridged Letter of Offer to be sent to the Eligible Shareholders with respect to the Issue in accordance with the provisions of the SEBI (ICDR) Regulations and the Companies Act 2013;

The Right Shares applied or allotted under this Issue in addition to the Rights Entitlement;

Unless the context requires, the allotment of Equity Shares pursuant to this Issue;

The account opened with the Banker to the Issue, into which the Application Money lying to the credit of the escrow account(s) and Application amounts by ASBA blocked

in the ASBA Account, with respect to successful Investors will be transferred on the Transfer Date in accordance with Section 40 (3) of the Companies Act;

Note, advice, or intimation of Allotment sent to each successful Applicant who has been

or is to be Allotted the Right Shares pursuant to this Issue	;
Date on which the Allotment is made pursuant to this Issue;
Person(s) who are Allotted Rights Equity Shares pursuant to the Allotment;

Eligible Shareholder(s) and/or Renouncee(s) who make an application for the Right Shares pursuant to this Issue in terms of the Letter of Offer, including an ASBA Investor;

Application made through (i) submission of the Application Form or plain paper Application to the Designated Branch of the SCSBs or online/ electronic application through the website of the SCSBs (if made available by such SCSBs) under the ASBA process, to subscribe to the Equity Shares at the Issue Price

Page 5 of 179

Term

Application Form

Application Money

Application Supported by Blocked Amount/

ASBA

ASBA Account

ASBA Applicant /ASBA Investor

ASBA Bid

ASBA Circulars

Bankers to the Issue/ Refund Bank

Bankers to the Issue Agreement

Basis of Allotment

Controlling Branches /Controlling Branches

of

the SCSBs

Consolidated Certificate

Demographic Details

Designated SCSB Branches

Depository(ies)

Escrow Account(s)

Description

Unless the context otherwise requires, an application form or through the website of the SCSBs (if made available by such SCSBs) under the ASBA process used by an Investor to make an application for the Allotment of Equity Shares in the Issue

Aggregate amount payable at the time of Application ₹10/- (Rupees Ten Only) in respect of the Right Shares applied for in this Issue at the Issue Price;

Application (whether physical or electronic) used by ASBA Investors to make an application authorizing the SCSB to block the Application Money in the ASBA Account maintained with such SCSB;

Account maintained with a SCSB and specified in the Application Form or plain paper application, as the case may be, for blocking the amount mentioned in the Application Form or the plain paper application, in case of Eligible Shareholders, as the case may be;

As per the SEBI Circular SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020, all investors (including Renouncees) shall make an application for an Issue only through ASBA facility;

Bid made by an ASBA Bidder including all revisions and modifications thereto as permitted under the SEBI (ICDR) Regulations;

Collectively, the SEBI circulars bearing reference numbers

'SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009',

'CIR/CFD/DIL/1/2011 dated April 29, 2011', and 'SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020'; The SEBI Circular SEBI/HO/CFD/SSEP/CIR/P/2022/66 dated May 19, 2022

Collectively, the Escrow Collection Bank and the Refund Bank to the Issue, in this case being IndusInd Bank Limited;

Agreement dated April 8, 2024 amongst our Company, the Registrar to the Issue and the Banker(s) to the Issue for collection of the Application Money from Applicants/Investors makingan application for the Equity Shares;

The basis on which the Right Shares will be Allotted to successful Applicants in the Issue, and which is described in the section titled 'Terms of the Issue' beginning on page 143 of this Letter of Offer;

Such branches of the SCSBs which co-ordinate with the Registrar to the Issue and the

Stock Exchange, a list of which is available on https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes;

The certificate that would be issued for Rights Equity Shares Allotted to each folio in

caseofEligibleEquity Shareholders who hold Equity Shares in physical form.

Details of Investors including the Investor's address, name of the Investor's father/ husband, investor status, occupation and bank account details, where applicable; Such branches of the SCSBs which shall collect the ASBA Forms submitted by ASBA Bidders, a list of which is available on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmI

d=35, updated from time to time, or at such other website as may be prescribed by SEBI from time to time;

NSDL and CDSL or any other depository registered with SEBI under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 as amended from time to time read with the Depositories Act, 1996;

One or more no-lien and non-interest, bearing accounts with the Escrow Collection Bank(s) for the purposes of collecting the Application Money.

Page 6 of 179

Term

Escrow Collection Bank

Eligible Equity

Shareholders

Issue/ Rights Issue

Issue Opening Date Issue Closing Date

Issue Period

Issue Price

Issue Proceeds

Issue Size

Letter of Offer/ LoF

Multiple Application Forms

Net Proceeds

Non-ASBA Investor/

Non-ASBA Applicant

Non-Institutional

Investors/ NIIs

Offer Document

OffMarket Renunciation

OnMarket Renunciation

QIBs or Qualified Institutional Buyers Record Date

Refund through electronic transfer of Funds

Description Banks which are clearing members and registered with SEBI as bankers to an issue and with whom Escrow Account(s) will be opened, in this case being IndusInd Bank Limited.

Holder(s) of the Equity Shares of our Company as on the Record Date;

Rights Issue of up to 4,80,46,232 Fully Paid up Equity Shares of our Company for cash at a price of ₹10.00/- (Rupees Ten Only) per Right Shares upto ₹4804.62 Lakhs (Rupees Forty-Eight Crore Four Lakhs Sixty Two Thousand Three Hundred And Twenty Only) on a rights basis to the Eligible Shareholders of our Company in the ratio of 1 (One) Rights Shares For Every 1 (One) Equity Shares held by the Eligible Shareholders of our Company on the Record Date i.e. Friday, April 26, 2024;

Monday, May 13, 2024;

Thursday, May 30, 2024;

The period between the Issue Opening Date and the Issue Closing Date, inclusive of both days, during which Applicants/ Investors can submit their applications, in accordance with the SEBI (ICDR) Regulations;

₹10.00/- (Rupees Ten Only) per Right Share issued in 1 (One) Rights Entitlement, (i.e. ₹10.00/- (Rupees Ten Only per Right Share, at par;

The proceeds of the Issue that are available to our Company;

Amount aggregating up to ₹4804.62 Lakhs (Rupees Forty-Eight Crore Four Lakhs Sixty- Two Thousand Three Hundred and Twenty Only)(Assuming full subscription);

The final letter of offer to be filed with the BSE Limited after incorporating the observations received from the BSE Limited on the Letter of Offer;

Multiple application forms submitted by an Eligible Equity Shareholder/Renouncee in respect of the Rights Entitlement available in their demat account. However

supplementary applications in relation to further Equity Shares with/without using additional Rights Entitlements will not be treated as multiple application;

Issue Proceeds less the Issue related expenses. For further details, please refer to the section titled 'Objects of the Issue' beginning on page 47 of thisaft Letter of Offer; Investors other than ASBA Investors who apply in the Issue otherwise than through the ASBA process comprising Eligible Shareholders holding Equity Shares in physical form or who intend to renounce their Rights Entitlement in part or full and Renouncees;

An Investor other than a Retail Individual Investor or Qualified Institutional Buyer as defined under Regulation 2(1)(jj) of the SEBI (ICDR) Regulations;

The Draft Letter of Offer, Letter of Offer, Abridged Letter of Offer including any notices, corrigendum thereto;

The renunciation of Rights Entitlements undertaken by the Investor by transferring them through off market transfer through a depository participant in accordance with the SEBI Rights Issue Circulars and the circulars issued by the Depositories, from time to time, and other applicable laws;

The renunciation of Rights Entitlements undertaken by the Investor by trading them over the secondary market platform of the Stock Exchange through a registered stock

broker in accordance with the SEBI Rights Issue Circulars and the circulars issued by the Stock Exchange, from time to time, and other applicable laws, on or before Friday, May 17, 2024;

Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI (ICDR) Regulations;

Designated date for the purpose of determining the Equity Shareholders eligible to apply for Right Shares, being April 26, 2024;

Refunds through NECS, Direct Credit, RTGS, NEFT, or ASBA process, as applicable;

Page 7 of 179

Term Registrar to the Issue

Registrar Agreement

Renouncee

Renunciation Period

Retail Individual Investors/ RIIs

Rights Entitlement (s)/

RES

Rights Entitlement Letter

Right Shares

SEBI Rights Issue Circulars

Self-Certified Syndicate Banks/ SCSB(s)

Transfer Date

Wilful Defaulter/ Fraudulent Borrower

Working Day(s)

Description

Purva Sharegistry (India) Private Limited;

Agreement dated January 11, 2024; entered between our Company and the Registrar in relation tothe responsibilities and obligations of the Registrar to the Issue pertaining to this Issue,

Any persons who have acquired Rights Entitlements from the Equity Shareholders through renunciation;

The period during which the Investors can renounce or transfer their Rights Entitlements which shall commence from the Issue Opening Date i.e. Monday, 13 May, 2024. Such period shall close on Friday, May 17, 2024 in case of On Market Renunciation. Eligible Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited to the demat account of the Renouncee on or prior to the Issue Closing Date i.e. Thursday, 30 May, 2024;

An individual Investor (including an HUF applying through karta) who has applied for Rights Equity Shares and whose Application Money is not more than ₹2,00,000.00/- (Rupees Two Lakhs Only) in the Issue as defined under Regulation 2(1)(vv) of the SEBI ICDR Regulations;

The number of Right Shares that an Investor is entitled to in proportion to the number of Equity Shares held by the Investor on the Record Date, in this case being April 26, 2024 EquityShares for every One Equity Shares held by an Eligible Shareholder; The Rights Entitlements with a separate ISIN 'INE521L20022' will be credited to your demat account before the date of opening of the Issue, against the Equity Shares held by the Equity Shareholders as on the Record Date, pursuant to the provisions of the SEBI ICDR Regulations and the SEBI Rights Issue Circular, the Rights Entitlements shall be credited in dematerialized form in respective demat accounts of the Eligible Equity Shareholders before the Issue Opening Date;

Letter including details of Rights Entitlements of the Eligible Shareholders.

Equity Shares of our Company to be Allotted pursuant to this Issue;
Collectively,	SEBI	circular,	bearing	reference	number

SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020, bearing reference number SEBI/HO/CFD/CIR/CFD/DIL/67/2020 dated April 21, 2020 and the SEBI circular bearing reference number SEBI/HO/CFD/SSEP/CIR/P/2022/66 dated May 19, 2022 and any other circular(s) issued by SEBI in this regard.

Such branches of the SCSBs which shall collect the ASBA Forms submitted by ASBA Bidders, a list of which is available on the website of SEBI at http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId =35, updated from time to time, or at such other website as may be prescribed by SEBI from time to time.

The date on which the amount held in the escrow account(s) and the amount blocked in the ASBA Account will be transferred to the Allotment Account, upon finalization of the Basis of Allotment, in consultation with the Designated Stock Exchange;

A Company or person, as the case may be, categorized as a wilful defaulter by any bank or financial institution or consortium thereof, in terms of Regulation 2(1)(lll) of SEBI (ICDR) Regulations and in accordance with the guidelines on wilful defaulters issued by the RBI, including any company whose director or promoter is categorized as such; All days other than second and fourth Saturday of the month, Sunday or a public holiday, on which commercial banks in Mumbai are open for business; provided however, with reference to (a) announcement of Price Band; and (b) Bid/Issue Period, Term Description the term Working Day shall mean all days, excluding Saturdays, Sundays and public holidays, on which commercial banks in Mumbai are open for business; and (c) the time period between the Bid/Issue Closing Date and the listing of the Equity Shares on the Stock Exchange. 'Working Day' shall mean all trading days

of the Stock Exchange, excluding Sundays and bank holidays, as per the circulars issued by SEBI.

Page 8 of 179

CONVENTIONAL AND GENERAL TERMS/ABBREVIATIONS

Term	Description

ADR

Adjusted loans and advances

AGM

AIF

AS

BSE

CAF

CDSL

CFO

CIN

CIT

CLRA

Companies Act

Companies Act, 1956

CSR

Depository

Depositories Act

DIN

DP

DP-ID

DR

EBITDA

EGM

EEA

EPS

FDI

FEMA

FEMA Rules

FII(s)

FIPB

FPIs

Fugitive Economic Offender

FVCI

FY

GAAP

GDP

GDR

GNPA

GoI / Government

GST

HUF

Ind AS

ICAI

ICSI

American Depository Receipt;

Adjustment in the nature of addition to the loans and advances made in relation to certain loans which are treated as investments under Ind AS, but considered as loans by our Company

Annual General Meeting;

Alternative Investment Fund as defined and registered with SEBI under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012; Accounting Standards issued by the Institute of Chartered Accountants of India;

BSE Limited;

Common Application Form;

Central Depository Services (India) Limited; Chief Financial Officer;

Corporate Identification Number; Commissioner of Income Tax;

Contract Labour (Regulation and Abolition) Act, 1970; Companies Act, 2013 along with rules made thereunder;

Companies Act, 1956, and the rules thereunder (without reference to the provisions thereof that have ceased to have effect upon the notification of the Notified Sections) ; Corporate Social Responsibility;

A depository registered with SEBI under the Securities and Exchange Board of India (Depositories and Participant) Regulations, 2018;

The Depositories Act, 1996 and amendments thereto; Director Identification Number;

Depository Participant as defined under the Depositories Act; Depository Participant's Identification;

Depository Receipts;

Profit/(loss) after tax for the year adjusted for income tax expense, finance costs, depreciation, and amortization expense, as presented in the statement of profit and loss; Extraordinary General Meeting;

European Economic Area; Earning per Equity Share; Foreign Direct Investment;

Foreign Exchange Management Act, 1999 read with rules and regulations made thereunder;

Foreign Exchange Management (Non-debt Instruments) Rules, 2019; Foreign Institutional Investors registered with SEBI under applicable laws; Foreign Investment Promotion Board;

Foreign Portfolio Investors;

An individual who is declared a fugitive economic offender under Section 12 of the Fugitive Economic Offenders Act, 2018;

Foreign Venture Capital Investors (as defined under the Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000) registered with SEBI; Period of 12 months ended March 31 of that particular year, unless otherwise stated; Generally Accepted Accounting Principles;

Gross Domestic Product; Global Depository Receipt; Gross Net Performing Assets; The Government of India; Goods and Services Tax; Hindu Undivided Family; Indian Accounting Standards;

The Institute of Chartered Accountants of India;

The Institute of Company Secretaries of India; Page 9 of 179

Term		Description
IFRS		International Financial Reporting Standards;
Indian GAAP/ I-GAAP	Generally Accepted Accounting Principles In India;
Income Tax Act/ IT Act	The Income Tax Act, 1961 and amendments thereto;
Insider	Trading	Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
Regulations		2015;
Insolvency Code	Insolvency and Bankruptcy Code, 2016, as amended;
INR / ₹ / Rs./ Indian	Indian Rupee, the official currency of the Republic of India;
Rupees
IT		Information Technology;
MCA		The Ministry of Corporate Affairs, GoI;
Mn / mn		Million;
Mutual Funds		Mutual funds registered with the SEBI under the Securities and Exchange Board of India
	(Mutual Funds) Regulations, 1996;
N.A. or NA		Not Applicable;
NAV		Net Asset Value;
NEFT		National Electronic Fund Transfer;
Notified Sections	The sections of the Companies Act, 2013 that have been notified by the MCA and are
currently in effect;
NR/ Non- Resident	A person resident outside India, as defined under the FEMA and includes an NRI, FPIs
registered with SEBI and FVCIs registered with SEBI;
NRE		Account Non-resident external account;
NRI		Non-resident Indian;
NSDL		National Securities Depository Limited;
NSE		National Stock Exchange of India Limited;
OCB		Overseas Corporate Body;
p.a.		Per annum;
P/E Ratio		Price/Earnings Ratio;
PAN		Permanent account number;
PAT		Profit after Tax;
RBI		Reserve Bank of India;
RBI Act		Reserve Bank of India Act, 1934;
RoNW		Return on Net Worth;
SCORES		SEBI Complaints Redress System;
SCRA		Securities Contracts (Regulation) Act, 1956;
SCRR		Securities Contracts (Regulation) Rules, 1957;
SEBI		Securities and Exchange Board of India;
SEBI Act		Securities and Exchange Board of India Act, 1992;
SEBI AIF Regulations	Securities and Exchange Board of India (Alternative Investment Funds) Regulations,
2012;
SEBI FPI Regulations	Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019;
SEBI	(LODR)	Securities and Exchange Board of India (Listing Obligations and Disclosure
Regulations		Requirements) Regulations, 2015, as amended from time to time;
SEBI	(ICDR)	Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations		Regulations, 2018 and amendments thereto;
SEBI	(SAST)	Securities and Exchange Board of India (Substantial Acquisition of Shares and
Regulations		Takeovers) Regulations, 2011 and amendments thereto;
Securities Act		United States Securities Act of 1933, as amended;
STT		Securities transaction tax;
Trademark Act		Trademarks Act, 1999 and the rules thereunder, including subsequent amendments
	thereto;
UPI		Unified Payments Interface
"U.S.$ ", "USD" or	United States Dollar, the legal currency of the United States of America
"U.S. dollar"

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