Muthoot Finance : Prospectus dated September 08, 2023 (Final filed with SE)

Tranche II Prospectus

September 8, 2023

MUTHOOT FINANCE LIMITED

Our Company was originally incorporated at Kochi, Kerala as a private limited company on March 14, 1997 under the provisions of the Companies Act, 1956, with the name "The Muthoot Finance Private Limited". Subsequently, by a fresh certificate of incorporation dated May 16, 2007, our name was changed to "Muthoot Finance Private Limited". Our Company was converted into a public limited company on November 18, 2008 with the name "Muthoot Finance Limited" and received a fresh certificate of incorporation consequent to change in status on December 02, 2008 from the Registrar of Companies, Kerala and Lakshadweep. For further details regarding changes to the name and registered office of our Company, see section titled "History and Main Objects" on page 101 of the Shelf Prospectus. Our Company is an Upper Layer Non-Banking Financial Company, registered with the Reserve Bank of India under Section 45-IA of the RBI Act, 1934 having registration no.N.16.00167 dated December 12, 2008.

Corporate identity number: L65910KL1997PLC011300; PAN: AABCT0343B

Registered and Corporate Office: 2nd Floor, Muthoot Chambers, Opposite Saritha Theatre Complex, Banerji Road, Kochi 682 018, India.

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

Company Secretary and Compliance Officer: Rajesh A.; Tel: [phone]; Fax: [phone]; E-mail:[e-mail]

Chief Financial Officer: Oommen K Mammen; Tel: [phone] Email: [e-mail]

PUBLIC ISSUE BY MUTHOOT FINANCE LIMITED ("COMPANY" OR THE "ISSUER") OF SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF ₹ 1,000 EACH ("NCDs") FOR AN AMOUNT OF ₹ 1,000 MILLION ("BASE ISSUE SIZE") WITH AN OPTION TO RETAIN OVERSUBSCRIPTION UP TO ₹ 6,000 MILLION AGGREGATING UP TO 70,00,000 NCDs AMOUNTING TO ₹ 7,000 MILLION ("TRANCHE II ISSUE LIMIT") ("TRANCHE II ISSUE") WHICH IS WITHIN THE SHELF LIMIT OF ₹ 26,000 MILLION AND IS BEING OFFERED BY WAY OF THIS TRANCHE II

PROSPECTUS DATED SEPTEMBER 8, 2023 CONTAINING, INTER ALIA, THE TERMS AND CONDITIONS OF THIS TRANCHE II ISSUE ("TRANCHE II PROSPECTUS"), WHICH SHOULD BE READ TOGETHER WITH THE SHELF PROSPECTUS FILED WITH THE REGISTRAR OF COMPANIES, KERALA AND LAKSHADWEEP ("ROC"), BSE LIMITED AND SECURITIES AND EXCHANGE BOARD OF INDIA. THE SHELF PROSPECTUS AND THIS TRANCHE II PROSPECTUS CONSTITUTES THE PROSPECTUS ("PROSPECTUS"). THE ISSUE IS BEING MADE PURSUANT TO THE PROVISIONS OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021 AS AMENDED (THE "SEBI NCS REGULATIONS"), THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER AS AMENDED TO THE EXTENT NOTIFIED.

PROMOTERS

George Alexander Muthoot	George Jacob Muthoot	George Thomas Muthoot
Tel: [phone];	Tel: [phone];	Tel: [phone];
Email:[e-mail]	Email: [e-mail]	Email: [e-mail]

	JOINT STATUTORY AUDITORS
Elias George & Co		Babu A Kallivayalil & Co.
Address: 38/1968A, EGC House, HIG Avenue, Gandhi Nagar, Kochi, 682020		Address: IInd Floor, Manchu Complex, P.T Usha Road, Kochi -682011
Tel: [phone];		Tel: [phone];
Email:[e-mail]		Email:[e-mail]
Contact person: Mr. Thomson Thomas		Contact Person: Mr. Babu Kallivayalil
	GENERAL RISK

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 Issue. For taking an investment decision, the investors must rely on their own examination of the Issue including the risks involved in it. Specific attention of the investors is invited to the section titled "Risk Factors" on page 12 of the Shelf Prospectus and section titled "Material Developments" on page 168 of the Shelf Prospectus and page 88 of this Tranche II Prospectus before making an investment in this Issue. 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 Tranche II Prospectus has not been and the NCDs have not been approved or recommended by any regulatory authority in India, including the SEBI the Reserve Bank of India ("RBI"), the Registrar of Companies at Kerala and Lakshadweep ("RoC") or any stock exchange in India nor does SEBI 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 II Prospectus read together with the Shelf Prospectus for this Tranche II Issue contains all information with regard to the Issuer and the Tranche II Issue, which is material in the context of the Tranche II Issue. The information contained in this Tranche II Prospectus is true and correct in all material aspects and is not misleading and that the opinions and intentions expressed herein are honestly stated and that there are no other facts, the omission of which makes this Tranche II Prospectus as a whole, or any of such information or the expression of any such opinions or intentions misleading.

	CREDIT RATING
ICRA Limited		The NCDs proposed to be issued under this Issue have been rated [ICRA] AA+/Stable (pronounced as ICRA Double A
Building No.8, 2nd Floor, Tower A, DLF Cyber City, Phase II,		plus rating with stable outlook) by ICRA vide its letter dated February 27, 2023 from ICRA Limited and further revalidated
Gurgaon - 122002		by rating letters dated March 3, 2023 and July 26, 2023. The aforesaid rating of the NCDs by ICRA indicates high degree
Tel: (+91) (124) 4545 300;		of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. Rating given by
Email:[e-mail];		the Credit Rating Agency is valid as on the date of this Tranche II Prospectus and shall remain valid until the ratings are
Website:www.icra.in		revised or withdrawn. ICRA reserves the right to review and / or, revise the above rating at any time on the basis of new
Contact Person: Mr. Amit Kumar Gupta		information or unavailability of information or such other circumstances, which ICRA believes, may have an impact on
		the rating assigned. In case of any change in the rating until the date of issuance or listing of NCDs, our Company will
		inform the investors through public notices/ advertisements in all those newspapers in which pre issue advertisement has
		been given. These ratings are not a recommendation to buy, sell or hold securities and investors should take their own
		decisions. For the rating letter, rationale / press release of these ratings, see pages 205 to 217 of this Tranche II Prospectus.
	PUBLIC COMMENTS

The Draft Shelf Prospectus dated March 17, 2023 was filed with BSE Limited ("Stock Exchange" / "BSE"), pursuant to the provisions of the SEBI NCS Regulations and was open for public comments for a period of seven Working Days (i.e., until 5 p.m., March 27, 2023) from the date of filing of the Draft Shelf Prospectus with the Stock Exchange. No comments on the Draft Shelf Prospectus were received by our Company until 5:00 p.m. March 27, 2023.

LISTING

The NCDs offered through this Tranche II Prospectus are proposed to be listed on BSE. For the purposes of this Tranche II Issue, BSE shall be the Designated Stock Exchange. Our Company has received an 'in-principle' approval from BSE vide their letter no. DCS/BM/PI-BOND/024/22-23 dated March 27, 2023.

COUPON RATE, COUPON PAYMENT FREQUENCY, REDEMPTION DATE, REDEMPTION AMOUNT & ELIGIBLE INVESTORS

For details relating to Coupon Rate, Coupon Payment Frequency, Redemption Date and Redemption Amount of the NCDs, see section titled "Issue Related Information" on page 104 of this Tranche II Prospectus. For details relating to eligible investors please see "The Issue" on page 20 of this Tranche II Prospectus. Underwriting is not applicable for this Issue.

LEAD MANAGER TO THE ISSUE	REGISTRAR TO THE ISSUE	DEBENTURE TRUSTEE**
A. K. Capital Services Limited	LINK INTIME INDIA PRIVATE LIMITED	IDBI TRUSTEESHIP SERVICES LIMITED
603, 6th Floor, Windsor,	C-101, 1st Floor, 247 Park, L B S Marg,	Universal Insurance Building
Off CST Road, Kalina, Santacruz - (East),	Vikhroli West,	Ground Floor, Sir P. M. Road, Fort
Mumbai - 400 098, India	Mumbai 400 083, Maharashtra, India	Mumbai 400 001, India
Tel: [phone]	Tel: [phone]	Tel: [phone]
Fax: [phone]	Fax: [phone]	Fax: [phone]
Email:[e-mail]	Email: [e-mail]	Email: [e-mail]
Investor Grievance Email: [e-mail]	Investor Grievance Email: [e-mail]	Website: www.idbitrustee.com
Website: www.akgroup.co.in	Website: www.linkintime.co.in	Contact Person: Ashish Naik
Contact Person: Ms. Aanchal Wagle/ Mr. Milan Soni	Contact Person: Shanti Gopalakrishnan	SEBI Registration No.: IND000000460
Compliance Officer: Mr. Tejas Davda	SEBI Registration No.: INR000004058
SEBI Registration No.: INM000010411
	TRANCHE II ISSUE PROGRAMME *
TRANCHE II ISSUE OPENS ON: SEPTEMBER 21, 2023		TRANCHE II ISSUE CLOSES ON: OCTOBER 06, 2023

• The Tranche II Issue shall remain open for subscription on Working Days from 10:00 a.m. to 5:00 p.m. (Indian Standard Time), during the period indicated in this Tranche II Prospectus, except that the Tranche II Issue may close on such earlier date or extended date as may be decided by the Board of Directors of our Company ("Board") or the NCD Committee of the Board of Directors of the Company, subject to compliance with
  Regulation 33A of the SEBI NCS Regulations and subject to not exceeding 30 days from filing of this Tranche II prospectus with ROC. In the event of an early closure or extension of the Tranche II Issue, our Company shall ensure that notice of the same is provided to the prospective investors through an advertisement in an English daily national newspaper with wide circulation and a regional daily with wide circulation where the registered office of the Company is located (in all the newspapers in which pre-issue advertisement for opening of this Tranche II Issue has been given on or before such earlier or initial date of Issue closure). Applications through the UPI route will be accepted, subject to compliance by the investor with the eligibility criteria and due procedure for UPI applications prescribed by SEBI. Applications Forms for the Tranche II Issue will be accepted only from 10:00 a.m. till 5.00 p.m. (Indian Standard Time) or such extended time as may be permitted by BSE, on Working Days during the Tranche II Issue Period. On the Tranche II Issue Closing Date, Application Forms will be accepted only between 10:00 a.m. to 3.00 p.m. (Indian Standard Time) and uploaded until 5.00 p.m. (Indian Standard Time) or such extended time as may be permitted by BSE. 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 II Issue Closing Date. For further details, see "General Information" on page 12 of this Tranche II Prospectus.
• IDBI Trusteeship Services Limited under regulation 8 of the SEBI NCS Regulations has by its letter dated March 14, 2023 given its consent for its appointment as Debenture Trustee to this Issue and for its name to be included in this Tranche II Prospectus and in all the subsequent periodical communications sent to the holders of the Debentures issued pursuant to this Issue.
  A copy of this Tranche II Prospectus has been delivered for filing to the Registrar of Companies, Kerala and Lakshadweep as required under sub-section (4) of section 26 and section 31 of the Companies Act, 2013, along with the endorsed/certified copies of all requisite documents. For further details please refer to the section titled "Material Contracts and Documents for Inspection" on page 201 of this Tranche II Prospectus.

TABLE OF CONTENTS
SECTION I: GENERAL	1
DEFINITIONS / ABBREVIATIONS	1
FORWARD-LOOKING STATEMENTS	9
PRESENTATION OF FINANCIAL AND OTHER INFORMATION	10
SECTION II: INTRODUCTION	12
GENERAL INFORMATION	12
THE ISSUE	20
OUR BUSINESS	30
CAPITAL STRUCTURE	47
OBJECTS OF THE ISSUE	55
STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO THE DEBENTURE HOLDERS UNDER THE
APPLICABLE LAWS IN INDIA	58
SECTION V: FINANCIAL INFORMATION	66
DISCLOSURES ON EXISTING FINANCIAL INDEBTEDNESS	72
MATERIAL DEVELOPMENTS	88
SECTION III: ISSUE RELATED INFORMATION	104
TERMS OF THE ISSUE	104
ISSUE STRUCTURE	109
ISSUE PROCEDURE	130
SECTION VII: LEGAL AND OTHER INFORMATION	157
PENDING PROCEEDINGS AND STATUTORY DEFAULTS	157
OTHER REGULATORY AND STATUTORY DISCLOSURES	167
DISCLAIMER	196
UNDERTAKING BY THE ISSUER	199
ISSUERS ABSOLUTE RESPONSIBILITY	200
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	201
DECLARATION	203
ICRA RATING LETTER AND RATIONALE	205
CONSENT OF THE DEBENTURE TRUSTEE	218
ANNEXURE FS - 1B: AUDITED FINANCIAL STATEMENTS FOR FINANCIAL YEAR 2022 -23	221
ANNEXURE FS - 2D: LIMITED REVIEW OF FINANCIALS RESULTS (JUNE 30, 2023)	472
ANNEXURE FS - 3B: RELATED PARTY TRANSACTIONS	490
ANNEXURE FS - 4B: ASSET LIABILITY MANAGEMENT STATEMENT	509
ANNEXURE FS - 5: ILLUSTRATIVE CASH FLOW AND DAY COUNT CONVENTION	513

		SECTION I: GENERAL
		DEFINITIONS / ABBREVIATIONS
Company related terms
	Term	Description
"We", "us", "our", "the	Muthoot Finance Limited, a public limited company incorporated under the Companies Act, 1956
Company", and "Issuer"	and having its registered office at Muthoot Chambers, Opposite Saritha Theatre Complex, 2nd
		Floor, Banerji Road, Kochi 682 018, Kerala, India.
AOA / Articles / Articles	Articles of Association of our Company.
of Association
Audited	Consolidated	Audited consolidated financial statements for financial years ended March 31, 2023, and March
Financial Statements	31, 2022, prepared in accordance with accounting principles generally accepted in India,
		including the Indian Accounting Standards (Ind AS) specified under section 133 of the
		Companies Act 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as
		amended , as audited by the Joint Statutory Auditors along with the audit report dated May 19,
		2023, and May 26, 2022 respectively, and the audited consolidated financial statements for
		financial year March 31, 2021 prepared in accordance with accounting principles generally
		accepted in India, including the Indian Accounting Standards (Ind AS) specified under section
		133 of the Companies Act 2013 read with the Companies (Indian Accounting Standards) Rules,
		2015, as amended , as audited by the Previous Auditor along with the audit report dated June 02,
		2021.
Audited	Standalone	Audited standalone financial statements for financial years ended March 31, 2023, and March 31,
Financial Statements	2022 prepared in accordance with accounting principles generally accepted in India, including
		the Indian Accounting Standards (Ind AS) specified under section 133 of the Companies Act
		2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended , as
		audited by the Joint Statutory Auditors with the audit reports dated May 19, 2023, and May 26,
		2022 respectively, and the audited standalone financial statements for financial year ended March
		31, 2021 prepared in accordance with accounting principles generally accepted in India, including
		the Indian Accounting Standards (Ind AS) specified under section 133 of the Companies Act
		2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended , as
		audited by the Previous Auditor along with the audit report dated June 02, 2021.
Audited	Financial	Audited Consolidated Financial Statements and Audited Standalone Financial Statements
Statements	collectively.
Board / Board of Directors	The Board of Directors of our Company and includes any Committee thereof from time to time.
Equity Shares	Equity shares of face value of ₹10 each of our Company.
Group Companies	Group companies includes such companies, other than promoter(s), subsidiary/subsidiaries, with
		which there were related party transactions, during the period for which financial information is
		disclosed in the offer documents, as covered under the applicable accounting standards and also
		other companies as considered material by the Board.
Statutory Auditors / Joint	M/s Elias George & Co., Chartered Accountants, FRN.: 000801S, 38/1968A, EGC House, HIG
Statutory Auditors	Avenue, Gandhi Nagar, Kochi 682020 and M/s Babu A. Kallivayalil & Co., Chartered
		Accountants, FRN:05374S, II Floor, Manchu Complex, P T Usha Road, Kochi-682 011 were
		appointed as Joint Statutory Auditors of the Company by the Board of Directors with effect from
		November 19, 2021 and the appointment was subsequently approved by the Shareholders of the
		Company through the resolution passed through postal ballot in December 27, 2021. Further, the
		Statutory Auditors were re-appointed for further period of 2 years by the shareholders of the
		Company at the 25th Annual General Meeting of the Company held on August 31, 2022
Limited Review Financial	Collectively, the unaudited consolidated financial results and the unaudited standalone financial
Results		results for the quarter and three months ended June 30, 2023 along with the limited review reports
		issued thereon by the Joint Statutory Auditors of our Company.
Limited Review Report	Report on the unaudited consolidated financial results and the unaudited standalone financial
		results of our Company for the quarter and three months ended June 30, 2023 dated August 11,
		2023 issued by the Joint Statutory Auditors of our Company
Memorandum / MOA	Memorandum of Association of our Company, as amended.
NCD Committee	The committee constituted by our Board of Directors by a board resolution dated May 16, 2018.
Promoters		George Thomas Muthoot, George Jacob Muthoot and George Alexander Muthoot.
Promoter Group	Such individuals and entities which constitute the promoter group of our Company pursuant to
		Regulation 2(1)(pp) of the SEBI ICDR Regulations.
ROC		The Registrar of Companies, Kerala and Lakshadweep.
₹/ Rs./ INR/ Rupees	The lawful currency of the Republic of India.
		1

Term		Description
Previous Auditor	M/s. Varma & Varma, Chartered Accountants, FRN: 004532S, "Sreeraghavam", Kerala Varma
	Tower, Bldg No. 53/2600 B, C, D & E, Off Kunjanbava Road, Vyttila P.O., Kochi- 682019
	resigned with effect from November 10, 2021.
Senior Management	Senior Management of our Company in accordance with Regulation 2(1)(iia) of the SEBI NCS
	Regulations
Subsidiary(ies)	(i)	Asia Asset Finance PLC, a company registered in the Republic of Sri Lanka, under the
		Companies Act No.7, of 2007, having its registered office at No.76/1, Dharmapala
		Mawatha, Colombo 03, Sri Lanka.
	(ii) Muthoot Homefin (India) Limited, a company registered in India, having its registered
		office at Muthoot Chambers, Kurians Tower Banerji Road, Ernakulam North, Kochi,
		Ernakulam, Kerala - 682018.
	(iii) Belstar Microfinance Limited (formerly known as Belstar Microfinance Private Limited),
		a company registered in India, having its registered office at New No. 33, Old No. 14, 48th
		Street, 9th Avenue, Ashok Nagar, Chennai, Tamil Nadu- 600083.
	(iv) Muthoot Insurance Brokers Private Limited, a company registered in India, having its
		registered office at 3rd Floor, Muthoot Chambers, Banerji Road Ernakulam, Kerala-
		682018.
	(v) Muthoot Money Limited (formerly known as Muthoot Money Private Limited), a company
		registered in India, having its registered office at 41 4108 A 18 Opp Saritha Theatre Banerji
		Road, Ernakulam- 682018.
	(vi) Muthoot Asset Management Private Limited, a company registered in India, having its
		registered office at 206, Ghatla Village Road, 206, Ghatla Village Road, Mumbai 400071.
	(vii) Muthoot Trustee Private Limited, a company registered in India, having its registered office
		at 206, Ghatla Village Road, 206, Ghatla Village Road, Mumbai 400071.
Issue related terms
Term		Description
Abridged Prospectus	A memorandum containing the salient features of the Shelf Prospectus and this Tranche II
	Prospectus.
Acknowledgement slip	The slip or document issued by the Designated Intermediary to an Applicant as proof of
	registration of the Application Form.
Allotment / Allotted	Unless the context otherwise requires, the allotment of the NCDs pursuant to the Issue to the
	Allottees.
Allottee(s)	The successful applicant to whom the NCDs are being/have been allotted.
Allotment Advice	The communication sent to the Allottees conveying details of NCDs allotted to the Allottees in
	accordance with the Basis of Allotment.
Applicant / Investor	Any person who applies for issuance and Allotment of NCDs through ASBA process or through
	UPI Mechanism pursuant to the terms of the Shelf Prospectus, this Tranche II Prospectus and
	Abridged Prospectus and the Application Form for this Tranche II Issue.
Application	An application for Allotment of NCDs made through the ASBA process or through the UPI
	Mechanism offered pursuant to the Issue by submission of a valid Application Form and
	authorizing an SCSB to block the Application Amount in the ASBA Account.
Application Amount	The aggregate value of the NCDs applied for, as indicated in the Application Form for the
	respective Tranche Prospectus or the amount blocked in the ASBA Account.
Application Form/ASBA	Form in terms of which an Applicant shall make an offer to subscribe to NCDs through the ASBA
Form	process or through the UPI Mechanism and which will be considered as the Application for
	Allotment of NCDs, in terms of the Shelf Prospectus and this Tranche II Prospectus.
ASBA Application or	An application (whether physical or electronic) to subscribe to the NCDs offered pursuant to the
"Application Supported by	Issue by submission of a valid Application Form and authorizing the relevant SCSB to block the
Blocked Amount"	Application Amount in the relevant ASBA Account 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 (being
	₹500,000 for public issue of debt securities) which will be considered as the application for
	Allotment in terms of the Shelf Prospectus and this Tranche II Prospectus.
ASBA Account	An account maintained with an SCSB which will be blocked by such SCSB to the extent of the
	Application Amount of an Applicant.
Bankers to the Issue	Kotak Mahindra Bank Limited
Base Issue	₹1,000 million
Basis of Allotment	The basis on which NCDs will be allotted to applicants under this Tranche II Issue and which is
	described in "Issue Procedure - Basis of Allotment" on page 152 of this Tranche II Prospectus.
		2

	Term				Description
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.
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 website of the Stock Exchange at www.bseindia.com
Category	I	(Institutional	•	Public financial institutions, scheduled commercial banks, Indian multilateral and bilateral
Investors)						development financial institutions which are authorized to invest in the NCDs;
					•	Provident funds and pension funds with a minimum corpus of ₹250 million, superannuation
						funds and gratuity funds, which are authorized 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;
					•	Insurance funds set up and managed by the army, navy, or air force of the Union of India;
					•	Insurance funds set up and managed by the Department of Posts, the Union of India;
					•	Systemically Important Non-Banking Financial Company registered with the RBI and
						having a net-worth of more than ₹5,000 million as per the last audited financial statements;
					•	National Investment Fund set up by resolution no. F.No. 2/3/2005-DDII dated November
						23, 2005 of the Government of India published in the Gazette of India; and
					•	Mutual funds registered with SEBI.
Category		II	(Non	•	Companies within the meaning of Section 2(20) of the Companies Act, 2013;
Institutional Investors)		•	Statutory bodies/ corporations and societies registered under the applicable laws in India
						and authorized to invest in the NCDs;
					•	Co-operative banks and regional rural banks;
					•	Trusts including public/private charitable/religious trusts which are authorized to invest in
						the NCDs;
					•	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;
					•	Any other incorporated and/ or unincorporated body of persons
Category	III	(High Net	Resident Indian individuals or Hindu Undivided Families through the Karta applying for an
Worth		Individual	amount aggregating to above ₹10,00,000 across all options of NCDs in the Issue.
Investors)
Category	IV	(Retail	Retail individual investors, resident Indian individuals or Hindu Undivided Families through the
Individual	Investors)	or	Karta applying for an amount aggregating up to and including ₹10,00,000 across all options of
Retail		Individual	NCDs in the Issue and shall include Retail Individual Investors, who have submitted bid for an
Bidder(s)/RIB			amount not more than UPI Application Limit (being ₹500,000 for public issue of debt securities)
					in any of the bidding options in the Issue (including HUFs applying through their Karta and does
					not include NRIs) though UPI Mechanism.
Client ID					Client identification number maintained with one of the Depositories in relation to the demat
					account.
Collecting		Depository	A depository participant as defined under the Depositories Act, 1996, registered with SEBI and
Participant or CDP			who is eligible to procure Applications in the Issue, at the Designated CDP Locations in terms of
					SEBI Master Circular.
Coupon Rate				The rate of interest payable in connection with the NCDs. Please see the section titled "Terms of
					the Issue" on page 104 of this Tranche II Prospectus.
Debenture	Holder	(s)	/	The holders of the NCDs whose name appears in the database of the relevant Depository.
NCD Holder(s)
Debt Listing Agreement		The listing agreement entered into between our Company and the relevant stock exchange(s) in
					connection with the listing of NCDs of our Company.
Debenture		Trustee	Agreement dated March 16, 2023 entered into between our Company and the Debenture Trustee.
Agreement
						3