Indiabulls Housing Finance : Tranche VI Prospectus (Debt Offer Document Final filed with ROC)

Tranche VI Prospectus

May 8, 2024

(Please scan this QR code to view the Tranche VI Prospectus)

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 ("RoC") and received a certificate for commencement of business from the RoC on January 10, 2006. The CIN of our Company is L65922DL2005PLC136029. Our Company has obtained a certificate of registration dated December 28, 2005, bearing registration number 02.0063.05. from the National Housing Bank ("NHB") to carry on the business of a housing finance institution without accepting public deposits in accordance with Section 29A of National Housing Bank Act, 1987. The PAN of our Company is AABCI3612A. For details of changes to the name and registered office of our Company, see "History and other Corporate Matters" on page 189 of this Tranche VI Prospectus.

Registered Office: 5th Floor, Building No. 27, KG Marg Connaught Place, New Delhi - 110 001, India; Telephone No.: [phone]; Facsimile No.: [phone]

Corporate Office: One International Center, Tower 1, 18th Floor, Senapati Bapat Marg, Elphinstone Road, Mumbai - 400 013, Maharashtra, India; and Plot No. 422B, Udyog Vihar, Phase-IV, Gurugram, Haryana - 122 016; Telephone No.:

[phone] Facsimile No.: [phone]; Website: www.indiabullshomeloans.com; Email: [e-mail]

Company Secretary and Compliance Officer: Amit Kumar Jain; Telephone No.: [phone]; Facsimile No.: [phone]; E-mail: [e-mail]

Chief Financial Officer: Mukesh Kumar Garg; Telephone No.: 0124 6681199; Facsimile No.: 0124 6681240; Email: [e-mail]

Statutory Auditors: S.N. Dhawan & CO LLP, Chartered Accountants; Address: Plot No. 51-52, 2nd Floor, Sector - 18, Udyog Vihar, Phase IV, Gurugram, Haryana - 122 016; Telephone No.: [phone]; Email:

[e-mail]; Contact Person: Rahul Singhal, Partner; and Arora & Choudhary Associates, Chartered Accountants; Address: Plot no. 8/28, W.E.A, Abdul Aziz Road, Karol Bagh, New Delhi - 110 005; Telephone No.: +91

011 4145 1114 Email: [e-mail]; Contact Person: Vijay Kumar Choudhary, Partner

OUR COMPANY IS A PROFESSIONALLY MANAGED COMPANY AND DOES NOT HAVE AN IDENTIFIABLE PROMOTER

PUBLIC ISSUE BY INDIABULLS HOUSING FINANCE LIMITED ("COMPANY" OR "ISSUER") OF 20,00,000 SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF ₹1,000 EACH ("NCDs"), FOR AN AMOUNT UP TO ₹100 CRORES ("BASE ISSUE SIZE") WITH AN OPTION TO RETAIN OVERSUBSCRIPTION UP TO ₹100 CRORES, AGGREGATING UP TO ₹200 CRORES ("TRANCHE VI ISSUE LIMIT") ("TRANCHE VI ISSUE") WHICH IS WITHIN THE SHELF LIMIT OF ₹2,000 CRORES AND IS BEING OFFERED BY WAY OF THIS TRANCHE VI PROSPECTUS DATED MAY 8, 2024 CONTAINING INTER ALIA THE TERMS AND CONDITIONS OF TRANCHE VI ISSUE ("TRANCHE VI PROSPECTUS"), WHICH SHOULD BE READ TOGETHER WITH THE SHELF PROSPECTUS DATED JUNE 30, 2023 ("SHELF PROSPECTUS") FILED WITH THE ROC, STOCK EXCHANGES AND SECURITIES AND EXCHANGE BOARD OF INDIA ("SEBI"). THE SHELF PROSPECTUS AND TRANCHE VI PROSPECTUS CONSTITUTE THE PROSPECTUS ("PROSPECTUS"). THIS TRANCHE VI ISSUE IS BEING MADE PURSUANT TO THE PROVISIONS OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON- CONVERTIBLE SECURITIES) REGULATIONS, 2021 (THE "SEBI NCS REGULATIONS"), THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER, AS AMENDED AND TO THE EXTENT NOTIFIED. THIS ISSUE IS NOT UNDERWRITTEN.

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 20 and 234 of this Tranche VI Prospectus. 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 Prospectus has not been and will not be approved by any regulatory authority in India, including SEBI, the Reserve Bank of India ("RBI"), the NHB, 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 Tranche VI Prospectus read together with the Shelf Prospectus contains and will contain all information with regard to the Issuer and the Tranche VI Issue which is material in the context of the Tranche VI Issue. The information contained in this Tranche VI Prospectus read together with the Shelf Prospectus is true and correct in all material respects and is not misleading, that the opinions and intentions expressed herein are honestly stated and that there are no other facts, the omission of which makes this Tranche VI Prospectus as a whole or any of part of such information or the expression of any such opinions or intentions misleading.

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 398 of this Tranche VI Prospectus. For details relating to Eligible Investors please see "Issue Related Information" on page 382 of this Tranche VI Prospectus.

	CREDIT RATING AGENCIES
CRISIL Ratings Limited (a subsidiary of CRISIL Limited)		ICRA Limited
CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai - 400 076		Electric Mansion, 3rd Floor, Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400 025
Telephone: [phone]		Telephone: [phone]
Email: [e-mail]		Email: [e-mail]
Contact Person: Ajit Velonie		Contact Person: L Shivakumar
	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 November 6, 2023, read with rationale dated November 3, 2023 and credit bulletins dated December 6, 2023, January 31, 2024 and April 26, 2024, and "[ICRA]AA (Stable)" (pronounced as ICRA double A rating with a stable outlook) by ICRA Limited vide their letters dated December 29, 2023, read with rationale dated December 29, 2023. For the rationale and press release for these ratings, see "General Information", Annexure A and Annexure B of this Tranche VI Prospectus. The rating given by the Credit Rating Agencies is valid as on the date of this Tranche VI 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 Prospectus.

LISTING

The NCDs offered through this Tranche VI Prospectus read together with the Shelf Prospectus are proposed to be listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE" along with BSE, the "Stock Exchanges"). Our Company has received an 'in-principle' approval from BSE vide its letter no. DCS/BM/PI-BOND/004/23-24 dated June 28, 2023 and NSE vide its letter no. NSE/LIST/D/2023/0148 dated June 28, 2023. For the purposes of the Issue BSE shall be the Designated Stock Exchange.

PUBLIC COMMENTS

The Draft Shelf Prospectus dated June 20, 2023 was filed with BSE and NSE, pursuant to Regulation 27(2) of the SEBI NCS Regulations and was open for public comments for a period of seven Working Days (i.e., until 5 p.m.) from the date of filing of the Draft Shelf Prospectus with the Stock Exchanges, i.e., up to June 28, 2023. No comments were received on the Draft Shelf Prospectus till 5 p.m. on June 28, 2023.

LEAD MANAGERS TO THE ISSUE

NUVAMA WEALTH MANAGEMENT LIMITED	ELARA CAPITAL (INDIA) PRIVATE LIMITED	TRUST INVESTMENT ADVISORS PRIVATE LIMITED
(formerly known as Edelweiss Securities Limited)#	One International Center, Tower 3, 21st Floor, Senapati Bapat Marg, Elphinstone	109/110, Balarama, Bandra Kurla Complex, Bandra East,
801-804, Wing A, Building No 3, Inspire BKC, G Block, Bandra Kurla	Road West, Mumbai - 400 013		Mumbai - 400 051
Complex, Bandra East, Mumbai - 400 051	Telephone No.: [phone]		Telephone No.: [phone]
Telephone No.: [phone]	Email: [e-mail]		Email: [e-mail]
Email: [e-mail]	Contact Person: Astha Daga		Contact Person: Hani Jalan
Contact Person: Saili Dave
DEBENTURE TRUSTEE**		REGISTRAR TO THE ISSUE
IDBI TRUSTEESHIP SERVICES LIMITED		KFIN TECHNOLOGIES LIMITED (formerly known as KFIN Technologies Private Limited)
Universal Insurance Building, Ground Floor, Sir P.M. Road, Mumbai - 400 001, Maharashtra, India	Selenium Tower B, Plot No - 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad Rangareddi,
Telephone No.: [phone]		500 032, Telangana, India
Email: [e-mail]/[e-mail]		Telephone No.: [phone]
Investor Grievance Email: [e-mail]		Facsimile No.: [phone]
Contact Person: Ashish Naik		Email: [e-mail]
Website: www.idbitrustee.com		Website: www.kfintech.com
	ISSUE PROGRAMME*
TRANCHE VI ISSUE OPENS ON: Monday, May 13, 2024		TRANCHE VI ISSUE CLOSES ON: Monday, May 27, 2024

• The Tranche VI Issue shall remain open for subscription on Working Days from 10 a.m. to 5 p.m. during the period indicated in this Tranche VI Prospectus, except that the Tranche VI 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 Tranche VI 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 Tranche VI Issue have been given. Applications Forms for the Tranche VI Issue will be accepted only from 10:00 a.m. to 5:00 p.m. or such extended time as may be permitted by BSE and NSE, on Working Days, during the Tranche VI Issue Period. On the Tranche VI 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. 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 Tranche VI Issue Closing Date. For further details please refer to the section titled "Issue Related Information" on page 382 of this Tranche VI Prospectus.
  ** IDBI Trusteeship Services Limited under Regulation 8 of SEBI NCS Regulations has by its letter dated June 19, 2023 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 Tranche VI Issue. For further details, please see Annexure C of this Tranche VI Prospectus.
  #Pursuant to order passed by NCLT, Mumbai dated April 27, 2023, the merchant banking business of Edelweiss Financial Services Limited has demerged and transferred to Nuvama Wealth Management Limited and therefore the said merchant banking business is part of Nuvama Wealth Management Limited. For further details please see "General Information" on page 70 of this Tranche VI Prospectus.
  Copies of this Tranche VI Prospectus read together with the Shelf Prospectus have been 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 482 of this Tranche VI Prospectus.

TABLE OF CONTENTS
SECTION I: GENERAL	3
DEFINITIONS AND ABBREVIATIONS	3
CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF
PRESENTATION	17
FORWARD LOOKING STATEMENTS	19
SECTION II: RISK FACTORS	20
SECTION III: INTRODUCTION	70
GENERAL INFORMATION	70
CAPITAL STRUCTURE	82
OBJECTS OF THE ISSUE	99
STATEMENT OF TAX BENEFITS	103
SECTION IV: ABOUT OUR COMPANY	120
INDUSTRY OVERVIEW	120
OUR BUSINESS	157
HISTORY AND OTHER CORPORATE MATTERS	189
REGULATIONS AND POLICIES	192
OUR MANAGEMENT	210
RELATED PARTY TRANSACTIONS	231
SECTION V: FINANCIAL INFORMATION	233
FINANCIAL STATEMENTS	233
MATERIAL DEVELOPMENTS	234
FINANCIAL INDEBTEDNESS	238
SECTION VI: LEGAL AND OTHER INFORMATION	327
OUTSTANDING LITIGATIONS AND DEFAULTS	327
OTHER REGULATORY AND STATUTORY DISCLOSURES	357
SECTION VII: ISSUE RELATED INFORMATION	382
ISSUE STRUCTURE	382
TERMS OF THE ISSUE	398
ISSUE PROCEDURE	422
SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF OUR COMPANY	457
SECTION IX: MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	482
DECLARATION	485
ANNEXURE A: CREDIT RATING AND RATIONALE FROM CRISIL RATINGS	486
ANNEXURE B: CREDIT RATING AND RATIONALE FROM ICRA	487
ANNEXURE C: DEBENTURE TRUSTEE CONSENT LETTER	488
ANNEXURE D: ILLUSTRATIVE CASH FLOW AND DAY COUNT CONVENTION	489

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SECTION I: GENERAL

DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates, all references in this Tranche VI Prospectus to "the Issuer", "our Company", "the Company" or "IHFL" are to 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 5th Floor, Building No. 27, KG Marg Connaught Place, New Delhi - 110 001, India.

Unless the context otherwise indicates or implies, the following terms have the following meanings in this Tranche VI 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.

Company related terms

Term	Description
"we" or "us" or "our"	Unless the context otherwise indicates or implies, refers to our Company together
	with our Subsidiaries. In addition to the above, the following trusts were
	consolidated in the Reformatted Consolidated Financial Information and the
	Unaudited Financial Results (i) ICCL Lender Repayment Trust; (ii) IBHFL Lender
	Repayment Trust; and (iii) Pragati Employee Welfare Trust, formed on December
	3, 2019. Subsidiaries and trusts for the purpose of financial data as at and for the
	nine months ended December 31, 2023, and the years ended March 31, 2023, March
	31, 2022 and March 31, 2021 would mean Subsidiaries and trusts during and as at
	year end/period end, as applicable
₹/Rs./INR/Rupees/Indian	The lawful currency of the Republic of India
Rupees
Articles/ Articles of	Articles of Association of our Company
Association/AoA
Asset Liability	Asset Liability Management committee of the Board of Directors
Management Committee
or ALCO
Audit Committee	Audit committee of the Board of Directors
"Auditors" or "Statutory	The joint statutory auditors of the Company, S.N. Dhawan & CO LLP, Chartered
Auditors" or "Joint	Accountants and Arora & Choudhary Associates, Chartered Accountants
Statutory Auditors"
Board/ Board of	Board of Directors of our Company or a duly constituted committee thereof
Directors
Chairman	The chairman of our Board of Directors, Subhash Sheoratan Mundra
CEO	Chief executive officer of our Company, Gagan Banga
Company Secretary and	The company secretary and compliance officer of our Company, Amit Kumar Jain
Compliance Officer
Corporate Office	One International Center, Tower 1, 18th Floor, Senapati Bapat Road, Mumbai -
	400013, Maharashtra, India and Plot No. 422B, Udyog Vihar, Phase-IV, Gurugram,
	Haryana - 122 016
Corporate Social	Corporate Social Responsibility committee of the Board of Directors
Responsibility
Committee
Director(s)	Director of our Company, unless otherwise specified
DSA	Direct Selling Agent
Equity Shares	Equity shares of our Company of face value of ₹2 each
Partly Paid-up Equity	Equity shares of our Company having face value of ₹2 each (where the Applicants
Shares	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
Erstwhile Auditors	The erstwhile statutory auditors of our Company, S.R. Batliboi & Co. LLP,
	Chartered Accountants
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

3

Term	Description
	this Tranche VI 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 2006, IHFL-IBFSL Employee Stock
Schemes	Option Plan II 2006 and IHFL-IBFSL Employee Stock Option Plan 2008
IHFL	Indiabulls Housing Finance Limited
IHFL Stock Option	IHFL-IBFSL Employee Stock Option Plan 2006, IHFL-IBFSL Employee Stock
Schemes	Option Plan II 2006, 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, and the
	Indiabulls Housing Finance Limited - Employee Stock Benefit Scheme 2023
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	The key managerial personnel of the Company appointed in accordance with the
Personnel	provisions of SEBI ICDR Regulations and the Companies Act, 2013. For further
	details, see "Our Management - Key Managerial Personnel" on page 223 of this
	Tranche VI Prospectus
Material Subsidiary	Indiabulls Commercial Credit Limited
Memorandum/	Memorandum of Association of our Company
Memorandum of
Association/ MoA
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
Preference Shares	Authorised preference share capital of 1,000,000,000 preference shares of face
	value of ₹10 each as on March 31, 2024
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	Includes the Erstwhile Promoter, Inuus Infrastructure Private Limited and Sameer
Group	Gehlaut IBH Trust

4

Term		Description
Reformatted Financial	Collectively, the Reformatted Consolidated Financial Information and the
Information	Reformatted Standalone Financial Information of our Company as at and for the
	years ended March 31, 2023, March 31, 2022 and March 31, 2021
Reformatted	The Reformatted Consolidated Statement of Assets and Liabilities as at March 31,
Consolidated Financial	2023, March 31, 2022 and March 31, 2021, the Reformatted Consolidated Statement
Information	of Profit and Loss, the Reformatted Consolidated Statement of Cash Flows and the
	Reformatted Consolidated Statement of Changes in Equity and the Summary of
	Significant Accounting Policies and explanatory notes for the years ended March
	31, 2023, March 31, 2022 and March 31, 2021 (together referred as 'Reformatted
	Consolidated Financial Information') have been extracted by the Management from
	the Audited Consolidated Financial Statements of the Group as at and for the years
	ended March 31, 2023, March 31, 2022 and March 31, 2021 ("Audited
	Consolidated Financial Statements"), respectively.
	The Audited Consolidated Financial Statements as at and for the years ended March
	31, 2023, March 31, 2022 and March 31, 2021, 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, which were approved
	by our Board on May 22, 2023, May 20, 2022 and May 19, 2021, respectively,
	forms the basis for such Reformatted Consolidated Financial Information
Reformatted Standalone	The Reformatted Standalone Statement of Assets and Liabilities as at March 31,
Financial Information	2023, March 31, 2022 and March 31, 2021 and the Reformatted Standalone
	Statement of Profit and Loss and the Reformatted Standalone Statement of Cash
	flows and the Reformatted Standalone Statement of Changes in Equity and the
	Summary of Significant Accounting Policies and explanatory notes for the years
	ended March 31, 2023, March 31, 2022 and March 31, 2021 (together referred as
	'Reformatted Standalone Financial Information') have been extracted by the
	Management from the Audited Standalone Financial Statements of the Company as
	at and for the years ended March 31, 2023, March 31, 2022 and March 31, 2021
	("Audited Standalone Financial Statements"), respectively.
	The Audited Standalone Financial Statements as at and for the years ended March
	31, 2023, March 31, 2022 and March 31, 2021, 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, which were approved
	by our Board on May 22, 2023, May 20, 2022 and May 19, 2021, respectively,
	forms the basis for such Reformatted Standalone Financial Information
Risk Management	Risk Management committee of the Board of Directors
Committee
Registered Office	5th Floor, Building No. 27, KG Marg Connaught Place, New Delhi - 110001, India
RoC	Registrar of Companies, Delhi and Haryana at New Delhi
Securities Issuance and	The committee constituted and authorised by our Board of Directors to take
Investment Committee	necessary decisions with respect to the Issue
Senior Management	The senior management personnel of the Company appointed in accordance with
Personnel	the provisions of SEBI ICDR Regulations. For further details, see "Our
	Management - Senior Management Personnel" on page 224 of this Tranche VI
	Prospectus
Shareholder(s)	The holder(s) of Equity Shares of our Company, unless otherwise specified in the
	context thereof
Stakeholders'	The Stakeholders' Relationship committee of our Company
Relationship Committee
Subsidiary/Subsidiaries	The subsidiaries of our Company, namely:
	1. Indiabulls Commercial Credit Limited;
	2. Indiabulls Collection Agency Limited;
	3.	Ibulls Sales Limited;
	4. Indiabulls Capital Services Limited;
	5.	Indiabulls Advisory Services Limited;

5

Term	Description
	6. Indiabulls Insurance Advisors Limited;
	7. Indiabulls Asset Holding Company Limited;
	8. Nilgiri Investmart Services Limited (formerly known as Nilgiri Financial
	Consultants Limited); and
	9. Indiabulls Investment Management Limited (formerly known as Indiabulls
	Venture Capital Management Company Limited).
	Subsidiaries of our Company as of the date of this Tranche VI Prospectus, in
	accordance with the Companies Act, 2013, as amended from time to time. For the
	purpose of Reformatted Consolidated Financial Information, Subsidiaries would
	mean subsidiaries as at and during the relevant fiscal year or period.
Tax Auditor	The tax auditors of our Company, Ajay Sardana Associates
Unaudited Financial	Collectively, the Unaudited Consolidated Financial Results and the Unaudited
Results	Standalone Financial Results
Unaudited Consolidated	The unaudited consolidated financial results of the Company and its subsidiaries
Financial Results	(collectively referred to as the "Group") for the quarter and nine months ended
	December 31, 2023 prepared in accordance with 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, the
	circulars, guidelines and directions issued by the Reserve Bank of India from time
	to time and other accounting principles generally accepted in India and presented in
	accordance with the requirements of the SEBI Listing Regulations
Unaudited Standalone	The unaudited standalone financial results of the Company for the quarter and nine
Financial Results	months ended December 31, 2023 prepared in accordance with 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, the circulars, guidelines and directions issued by the Reserve Bank of
	India from time to time and other accounting principles generally accepted in India
	and presented in accordance with the requirements of the SEBI Listing Regulations
Whole-time Director	The whole-time Director on the Board of Directors of our Company

ISSUE RELATED TERMS

Term	Description
Abridged	The memorandum containing the salient features of the Shelf Prospectus and this Tranche
Prospectus	VI Prospectus
Acknowledgement	The slip or document issued by the Designated Intermediary to an Applicant as proof of
Slip	registration of the Application Form
Allotment/ Allot/	The issue and allotment of the NCDs to successful Applicants pursuant to this Tranche VI
Allotted	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 Tranche VI Issue
Amendment	The agreement dated February 26, 2024 to the Issue Agreement dated June 20, 2023
Agreement	executed between our Company and the Lead Managers
Applicant/	A person who applies for the issuance and Allotment of NCDs pursuant to the terms of the
Investor/ ASBA	Draft Shelf Prospectus, the Shelf Prospectus, this Tranche VI Prospectus, the Abridged
Applicant	Prospectus and the Application Form for this Tranche VI Issue through the ASBA process
	or the UPI Mechanism
Application	An application to subscribe to the NCDs (whether physical or electronic) offered pursuant
	to this Tranche VI Issue by submission of a valid Application Form and payment of the
	Application Amount by any of the modes as prescribed under the Shelf Prospectus and
	this Tranche VI Prospectus
Application	The aggregate value of the NCDs applied for as indicated in the Application Form for the
Amount	Issue
Application Form/	The form in terms of which the Applicant shall make an offer to subscribe to the NCDs
ASBA Form	through the ASBA process or through the UPI Mechanism and which will be considered

6

Term	Description
	as the Application for Allotment of NCDs in terms of the Shelf Prospectus and this
	Tranche VI Prospectus
"ASBA" or	An application (whether physical or electronic) to subscribe to the NCDs offered pursuant
"Application	to the Issue by submission of a valid Application Form and authorising an SCSB to block
Supported by	the Application Amount in the ASBA Account or to block the Application Amount using
Blocked Amount"	the UPI Mechanism, where the Application Amount will be blocked upon acceptance of
or "ASBA	UPI Mandate Request by retail individual investors which will be considered as the
Application"	application for Allotment in terms of the Shelf Prospectus and this Tranche VI Prospectus
ASBA Account	A bank account maintained by an ASBA Applicant with an SCSB, as specified in the
	ASBA Form submitted by ASBA Applicants for blocking the Application Amount
	mentioned in the ASBA Form and will include a bank account of a retail individual
	investor linked with UPI, for retail individual investors submitting application value up to
	₹5,00,000 or any other investment limit, as applicable and prescribed by SEBI from time
	to time.
Banker(s) to the	Collectively, the Public Issue Account Bank, Sponsor Bank and the Refund Bank
Issue
Base Issue Size	₹100 crores
Basis of	The basis on which the NCDs will be alloted to the Applicant under this Tranche VI Issue
Allotment	and described under "Issue Procedure -Basisof Allotment" on page 449 of this Tranche
	VI Prospectus
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 -	• Public financial institutions, scheduled commercial banks, and Indian multilateral and
Institutional	bilateral development financial institutions which are authorised to invest in the
Investors	NCDs;

• Provident funds with minimum corpus of ₹25 crores, and pension funds with minimum corpus of ₹25 crores registered with the Pension Find Regulatory and Development Authority, , 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;
• 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;
• Systemically important non-banking financial companies being non-banking financial companies registered with the Reserve Bank of India; and
• Mutual Funds registered with SEBI

Category II -	• Companies within the meaning of section 2(20) of the Companies Act, 2013;
Non-Institutional	• Statutory bodies/ corporations and societies registered under the applicable laws in
Investors		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;

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Term	Description

• 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-worth individuals which include Resident Indian individuals or Hindu
High Net-Worth	Undivided Families through the Karta applying for an amount aggregating to above ₹10
Individuals	Lakh across all Series of NCDs in Issue
Category IV -	Resident Indian individuals or HUFs applying through the Karta, for NCDs for an amount
Retail Individual	aggregating up to and including ₹10 Lakh, across all Series of NCDs in this Tranche VI
Investors	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 Tranche VI 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/	The Lead Managers and Consortium Members
Members of
the Consortium
(each
individually, a
Member
of the
Consortium)
Consortium	The agreement dated April 30, 2024 entered between the Lead Managers, Consortium
Agreement	Members and our Company for this Tranche VI Issue
Consortium	Nuvama Wealth and Investment Limited (formerly known as Edelweiss Broking Limited)
Members	Elara Securities (India) Private Limited
	Trust Financial Consultancy Services Private Limited
	Trust Securities Services Private Limited
CDP/ Collecting	A depository participant, as defined under the Depositories Act, 1996, as amended, and
Depository	registered under Section 12(1A) of the SEBI Act and who is eligible to procure
Participant	Applications at the Designated CDP Locations in terms of the SEBI Master Circular
Coupon/ Interest	As specified under "Issue Structure" on page 382 of this Tranche VI Prospectus
Rate
Credit Rating	For the present Issue, the credit rating agencies, being CRISIL Ratings and ICRA
Agencies
CRISIL	CRISIL Market Intelligence & Analytics
CRISIL Ratings	CRISIL Ratings Limited (a subsidiary of CRISIL Limited)
CRISIL Report	Report titled "NBFC Report released in April 2024", prepared and issued by CRISIL
Debenture Trustee	The agreement dated June 20, 2023, entered into between the Debenture Trustee and our
Agreement	Company
Debenture Trust	The trust deed to be entered into between the Debenture Trustee and our Company
Deed
Debenture	Debenture Trustee for the NCD Holders in this Tranche VI Issue being IDBI Trusteeship
Trustee/ Trustee	Services Limited
Deemed Date of	The date on which the Board of Directors or the Securities Issuance and Investment
Allotment	Committee approves the Allotment of the NCDs for this Tranche VI 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 shall be available to the NCD Holders from the
	Deemed Date of Allotment
Demographic	The details of an Applicant, such as his address, bank account details, UPI ID, Permanent
Details	Account Number, Category for printing on refund orders, and occupation which are based
	on the details provided by the Applicant in the Application Form

8

Term		Description
Depositories Act	The Depositories Act, 1996, as amended
Depository(ies)	National Securities Depository Limited (NSDL) and /or Central Depository Services
	(India) Limited (CDSL)
DP / Depository	A depository participant as defined under the Depositories Act
Participant
Designated	Such branches of the SCSBs which shall collect the ASBA Applications and a list of which
Branches	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	Such locations of the CDPs where Applicants can submit the Application Forms. The
Locations	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 this Tranche VI Prospectus and the Public
	Issue Account and Sponsor Bank Agreement
Designated	Collectively, the Lead Managers, the Consortium Members, agents, SCSBs, Trading
Intermediary(ies)	Members, CDPs and RTAs, who are authorised to collect Application Forms from the
	Applicants in this Tranche VI 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 Master Circular
Designated RTA	Such locations of the RTAs where Applicants can submit the Application Forms to RTAs.
Locations	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	BSE Limited
Exchange
Direct Online	An online interface enabling direct applications through UPI by an application based/web
Application	interface, by investors to a public issue of debt securities with an online payment facility.
Draft Shelf	The Draft Shelf Prospectus dated June 20, 2023, filed by our Company with the Stock
Prospectus	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
Interest/ Coupon	As specified under "Terms of the Issue" on page 398 of this Tranche VI Prospectus
Payment Date
ICRA	ICRA Limited
Issue	Public issue by our Company of secured NCDs of face value of ₹1,000 each, aggregating
	up to ₹2,000 crores ("Shelf Limit"). 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 (each a "Tranche Issue"), which should be read together with the
	Draft Shelf Prospectus and the Shelf Prospectus (collectively the "Offer Documents")
Issue Agreement	Agreement dated June 20, 2023, executed between our Company and the Lead Managers
Issue Documents/	The Draft Shelf Prospectus, the Shelf Prospectus, this Tranche VI Prospectus read with
Transaction	any notices, corrigenda, addenda thereto, the Abridged Prospectus, Issue Agreement,
Documents	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

9

Term	Description
	purpose of this Tranche VI Issue. For further details, see "Material Contracts and
	Documents for Inspection" on page 482 of this Tranche VI Prospectus
Issue Period	The period between the Issue Opening Date and the Issue Closing Date inclusive of both
	days during which prospective Applicants may submit their Application Forms
Lead Managers/	Nuvama Wealth Management Limited (formerly known as Edelweiss Securities Limited)
LMs	Elara Capital (India) Private Limited
	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
NCDs	Secured redeemable non-convertible debentures of face value of ₹1,000 each
NCD Holder/	Holder of secured redeemable non-convertible debentures of face value of ₹1,000 each
Debenture
Holder(s)/ Bond
Holder(s)
NPCI	National Payments Corporation of India
Nuvama	Nuvama Wealth Management Limited (formerly known as Edelweiss Securities Limited)
OCB or Overseas	A company, partnership, society or other corporate body owned directly or indirectly to
Corporate Body	the extent 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	The Draft Shelf Prospectus, the Shelf Prospectus, this Tranche VI Prospectus, the
Document(s)	Abridged Prospectus and/or the Application Form along with supplemental information,
	if any
Prospectus	Collectively, the Shelf Prospectus and this Tranche VI Prospectus
Public Issue	An account to be opened with the Banker(s) to the Issue to receive monies for allotment
Account	of NCDs from the ASBA Accounts on the Designated Date as specified under this Tranche
	VI Prospectus
Public Issue	HDFC Bank Limited
Account
Bank
Public Issue	The agreement dated April 30, 2024 entered between the Public Issue Account Bank,
Account and	Sponsor Bank, Refund Bank, Lead Managers, the Registrar to the Issue and our Company
Sponsor Bank	for this Tranche VI Issue
Agreement
Record Date	The record date for payment of interest in connection with the NCDs or repayment of
	principal in connection therewith shall be 15 days prior to the date on which interest is due
	and payable, and/or the date of redemption or such other date as may be determined by the
	Board of Directors or the Securities Issuance and Investment Committee from time to time
	in accordance with the applicable law. Provided that trading in the NCDs shall remain
	suspended between the aforementioned Record Date in connection with redemption of
	NCDs and the date of redemption or as prescribed by the Stock Exchanges, as the case
	may be.
	In case Record Date falls on a day when Stock Exchanges are having a trading holiday,
	the immediate subsequent trading day will be deemed as the Record Date
Recovery Expense	A fund which has been deposited by our Company with the Designated Stock Exchange
Fund	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	As specified under "Terms of the Issue" on page 398 of this Tranche VI Prospectus
Amount
Redemption Date	As specified under "Terms of the Issue" on page 398 of this Tranche VI 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 this Tranche VI Prospectus
Refund Bank(s)	HDFC Bank Limited

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