Cholamandalam Investment and Finance : Tranche II Prospectus dated July 27, 2023 (Final filed with SE)

Tranche II Prospectus

July 27, 2023

CHOLAMANDALAM INVESTMENT AND FINANCE COMPANY LIMITED

Our Company was originally incorporated as a public limited company under the name of 'Cholamandalam Investment and Finance Company Limited' under the Companies Act, 1956, pursuant to a certificate of incorporation issued by the Registrar of Companies, Tamil Nadu at Chennai ("RoC") on August 17, 1978. It commenced its business pursuant to a certificate of commencement of business dated November 22, 1978 issued by the RoC. The name of our Company was changed to 'Cholamandalam DBS Finance Limited' pursuant to a fresh certificate of incorporation issued by the RoC on April 12, 2006 and was subsequently changed to 'Cholamandalam Investment and Finance Company Limited' pursuant to a fresh certificate of incorporation issued by the RoC on June 2, 2010. The CIN of our Company is L65993TN1978PLC007576. We have obtained a certificate of registration dated June 9, 2011, bearing number 07-00306 issued by the RBI to commence/ carry on the business of non-banking financial institution under Section 45-IA of the RBI Act, 1934 and another certificate of registration dated December 15, 2022, bearing number N-07-00893, to commence/ carry on the factoring business without accepting public deposits. Further, our Company has also been classified as NBFC-ICC. For more information about our Company, please see "General Information" and "History and Certain Corporate Matters" on page 40 and 168, respectively.

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

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

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

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

PUBLIC ISSUE BY CHOLAMANDALAM INVESTMENT AND FINANCE COMPANY LIMITED ("COMPANY" OR THE "ISSUER") OF SECURED, RATED, LISTED, REDEEMABLE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF ₹ 1,000 EACH ("NCDs") FOR AN AMOUNT AGGREGATING UP TO ₹ 500 CRORES ("BASE ISSUE SIZE") WITH AN OPTION TO RETAIN OVERSUBSCRIPTION UP TO ₹ 1,000 CRORE, AGGREGATING UP TO ₹ 1,500 CRORE (HEREINAFTER REFERRED TO AS THE "TRANCHE II ISSUE") WHICH IS WITHIN THE SHELF LIMIT OF ₹ 5,000 CRORES AND IS BEING OFFERED BY WAY OF THIS TRANCHE II PROSPECTUS DATED JULY 27, 2023, CONTAINING INTER ALIA THE TERMS AND CONDITIONS OF TRANCHE II ISSUE ("TRANCHE II PROSPECTUS"), WHICH SHOULD BE READ TOGETHER WITH THE SHELF PROSPECTUS DATED APRIL 19, 2023 ("SHELF PROSPECTUS") FILED WITH THE REGISTRAR OF COMPANIES, TAMIL NADU AT CHENNAI ("ROC"), STOCK EXCHANGES AND SECURITIES AND EXCHANGE BOARD OF INDIA ("SEBI"). THE SHELF PROSPECTUS AND THE TRANCHE II PROSPECTUS CONSTITUTES THE PROSPECTUS ("PROSPECTUS").

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

OUR PROMOTERS

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

Tel: [phone]; Email: [e-mail]. For further details, see "Our Promoters" beginning on page 185.

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 risks involved in it. Specific attention of investors is invited to statement of risk factors contained under "Risk Factors" on page 15 and "Material Developments" on page 256 of this Tranche II 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 Tranche II Prospectus has not been and will not be approved by any regulatory authority in India, including the Securities and Exchange Board of India ("SEBI"), the Reserve Bank of India ("RBI"), RoC or any stock exchange in India nor do they guarantee the accuracy or adequacy of this document.

ISSUER'S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Tranche II Prospectus read together with the Shelf Prospectus, contains all information with regard to our Company and this Tranche II Issue, which is material in the context of this Tranche II Issue. The information contained in this Tranche II Prospectus read together with the Shelf Prospectus, is true and correct in all material respects 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 in any material respect.

CREDIT RATING

The NCDs proposed to be issued pursuant to this Tranche II Issue have been rated IND AA+/Stable by India Ratings & Research Private Limited for an amount of up to ₹ 5,000 crores by way of its letter dated February 15, 2023 (further revalidated on March 20, 2023, April 13, 2023 and July 12, 2023) and [ICRA]AA+ (Stable) by ICRA Limited by way of its letter dated March 16, 2023 (further revalidated on April 3, 2023 and July 17, 2023). Instruments with this rating are considered to have adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk. The press release by the rating agencies in relation to the Issue shall not be older than one year from the date of the opening of the Issue. The rating provided by the Credit Rating Agencies may be suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently of any other rating. These ratings are not a recommendation to buy, sell or hold securities and investors should take their own decisions. For the rationale and press release for these ratings, see "General Information" and "Annexure B" of this Tranche II Prospectus, beginning on page 40 and 394, respectively.

PUBLIC COMMENTS

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

LISTING

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

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

For details pertaining to Coupon Rate, Coupon Payment Frequency, Redemption Date and Redemption Amount of the NCDs, see "Terms of the Issue" beginning on page 258. For details relating to eligible investors, see "Issue Structure" beginning on page 273.

		LEAD MANAGER TO THE ISSUE	REGISTRAR TO THE ISSUE
	A. K. Capital Services Limited			KFin Technologies Limited (formerly known as KFIN Technologies Private Limited)
	603, 6th Floor, Windsor, Off CST Road, Kalina, Santacruz East, Mumbai 400 098,		Selenium, Tower B, Plot No- 31 & 32, Financial District, Nanakramguda, Serilingampally,
	Maharashtra, India			Hyderabad Rangareddi 500 032, Telangana, India
	Tel: [phone]			Tel: [phone]
	Facsimile: [phone]			Facsimile: [phone]
	Email: [e-mail]			Email: [e-mail]
	Investor Grievance Email: [e-mail]		Investor Grievance Email: [e-mail]
	Website: www.akgroup.co.in			Website: www.kfintech.com
	Contact Person: Aanchal Wagle/ Milan Soni			Contact Person: M Murali Krishna
	Compliance Officer: Tejas Davda			SEBI Registration No.: INR000000221
	SEBI Registration No: INM000010411			CIN: L72400TG2017PLC117649
	CIN: L74899MH1993PLC274881
	CREDIT RATING AGENCIES	DEBENTURE TRUSTEE**	STATUTORY AUDITORS
				M/s. Price Waterhouse LLP, Chartered	M/s. Sundaram & Srinivasan, Chartered
				Accountants	Accountants
				7th and 10th Floor,	23, CP Ramaswamy Road, Alwarpet,
				Menon Eternity,	Chennai 600018,
				165, St. Mary's Road,	Tamil Nadu, India
			IDBI Trusteeship Services Limited**	Alwarpet, Chennai 600 018	Tel: [phone]
	India Ratings & Research Pvt Ltd	ICRA Limited	Universal Insurance Building,	Tel: [phone]	Firm Registration No.: 004207S
	Firm Registration No.: 01112E/E300264	Email: [e-mail]
	Building No.8, 2nd Floor, Tower A, DLF
	Wockhardt Towers, 4th Floor, West Wing,	Ground Floor, Sir P.M. Road,
	Email: [e-mail]	Peer Review Certificate No.: 013703
	Bandra Kurla Complex,	Cyber City, Phase II,	Fort, Mumbai - 400001
	Peer Review Certificate No.: 012776	Contact Person: S. Usha
	Gurgaon 122 002,
	Bandra East, Mumbai 400 051,	Tel: [phone]
	Contact Person: A.J. Shaikh
	Haryana, India
	Maharashtra, India	Facsimile: [phone]
	Tel: [phone]
	Tel: [phone]	Email: [e-mail] / [e-mail]
	Facsimile: [phone]
	Facsimile: + 91 22 4000 1701	Investor Grievance Email: [e-mail]
	Email: [e-mail]
	Email: [e-mail]	Website: www.idbitrustee.com
	Website: www.icra.in
	Website: www.indiaratings.co.in	Contact Person: Jinal Shah
	Contact Person: L. Shivakumar
	Contact Person: Jinay Gala	Compliance Officer: Sneha Jadhav
	SEBI Registration No: IN/CRA/008/15
	Compliance Officer: Arunima Basu	SEBI Registration No.: IND000000460
	CIN: L74999DL1991PLC042749
		CIN: U65991MH2001GOI131154
			TRANCHE II ISSUE PROGRAMME*

TRANCHE II ISSUE OPENS ON: Friday, July 28, 2023

TRANCHE II ISSUE CLOSES ON: Thursday, August 10, 2023

• This Tranche II Issue shall remain open for subscription on Working Days from 10 a.m. to 5 p.m.(Indian Standard Time) during the period indicated in this Tranche II Prospectus, except that this Tranche II Issue may close on such earlier date or extended date as may be decided by the Board of Directors of our Company or Debenture Committee subject to compliance with Regulation 33A of the SEBI NCS Regulations and subject to not exceeding thirty days from filing this Tranche II Prospectus with ROC. In the event of an early closure or extension of this Tranche II Issue, our Company shall ensure that notice of the same is provided to the prospective investors through an advertisement in all the newspapers in which pre-issue advertisement for opening of this Tranche II Issue have been given on or before such earlier or initial date of Tranche II Issue closure. Application Forms for this Tranche II Issue will be accepted only from 10:00 a.m. to 5:00 p.m. or such extended time as may be permitted by the Stock Exchanges, on Working Days during the Tranche II Issue Period. On the Tranche II Issue Closing Date, the Application Forms will be accepted only between 10 a.m. and 3 p.m. (Indian Standard Time) and uploaded until 5 p.m. or such extended time as may be permitted by the Stock Exchanges. Further, pending mandate requests for bids placed on the last day of bidding will be validated by 5 p.m. (Indian Standard Time) on one Working Day after the Tranche II Issue Closing Date. For further details please refer to the chapter titled "Issue Related Information" on page 258.
• IDBI Trusteeship Services Limited pursuant to Regulation 8 of the SEBI NCS Regulations and by way of letter dated July 25, 2023 has given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in the Draft Shelf Prospectus, the Shelf Prospectus and this Tranche II Prospectus and in all the subsequent periodical communications sent to the holders of the Debentures issued pursuant to this Tranche II Issue.
  A copy of the Shelf Prospectus and this Tranche II Prospectus have been filed with the RoC, in terms of Section 26 and Section 31 of the Companies Act, 2013, along with the endorsed/ certified copies of all requisite documents. For further details, see "Material Contracts and Documents for Inspection" beginning on page 390.

TABLE OF CONTENTS
SECTION I: GENERAL	1
DEFINITIONS AND ABBREVIATIONS	1
FORWARD-LOOKING STATEMENTS	12
CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY
PRESENTATION	13
SECTION II: RISK FACTORS	15
SECTION II: INTRODUCTION	40
GENERAL INFORMATION	40
CAPITAL STRUCTURE	49
OBJECTS OF THE ISSUE	119
STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO THE DEBENTURE HOLDERS	122
SECTION IV: ABOUT THE ISSUER AND INDUSTRY OVERVIEW	131
INDUSTRY OVERVIEW	131
OUR BUSINESS	144
HISTORY AND CERTAIN CORPORATE MATTERS	168
OUR MANAGEMENT	175
OUR PROMOTER	185
SECTION V: FINANCIAL INFORMATION	202
DISCLOSURES ON EXISTING FINANCIAL INDEBTEDNESS	202
MATERIAL DEVELOPMENTS	256
RELATED PARTY TRANSACTIONS	257
SECTION III: ISSUE RELATED INFORMATION	258
TERMS OF THE ISSUE	258
ISSUE STRUCTURE	273
ISSUE PROCEDURE	278
SECTION VII: LEGAL AND OTHER INFORMATION	308
OUTSTANDING LITIGATIONS AND DEFAULTS	308
OTHER REGULATORY AND STATUTORY DISCLOSURES	326
REGULATIONS AND POLICIES	341
PROVISIONS OF ARTICLES OF ASSOCIATION	351
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	390
ANNEXURE A: FINANCIAL INFORMATION	393
ANNEXURE B: CREDIT RATINGS AND RATING RATIONALES	394
ANNEXURE C: CONSENT OF THE DEBENTURE TRUSTEE	395
ANNEXURE D: ILLUSTRATIVE CASH FLOW AND DAY COUNT CONVENTION	396

(i)

SECTION I: GENERAL

DEFINITIONS AND ABBREVIATIONS

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

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

General Terms

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

Company related terms

	Term		Description
Articles	/	Articles	of	Articles of association of our Company
Association / AoA
Audit Committee		Audit committee of Board of Directors of our Company, constituted in accordance with applicable laws
Audited Consolidated Financial	Comprises of:
Statements			(i) Audited consolidated financial statements of the Company and its subsidiaries (together referred to
				as the Group) and its associates and joint venture as of and for financial year ended March 31, 2021,
				which are prepared in accordance with Indian Accounting Standards (Ind AS) specified under the
				Section 133 of the Companies Act, 2013, Companies (Indian Accounting Standards) Rules, 2015 as
				amended from time to time and other relevant provisions of the Act, and which have been approved
				by the Board of Directors of our Company at their meeting held on May 7, 2021.
				(ii) Audited consolidated financial statements of the Company and its subsidiaries (together referred to
				as the Group) and its associates and joint venture as of and for each of the financial year ended March
				31, 2022 and March 31, 2023 which are prepared in accordance with Indian Accounting Standards
				(Ind AS) specified under the Section 133 of the Companies Act, 2013, Companies (Indian Accounting
				Standards) Rules, 2015 as amended from time to time and other relevant provisions of the Act, and
				which have been approved by the Board of Directors of our Company at their meetings held on May
				5, 2022 and May 3, 2023 respectively.
Audited	Standalone Financial	Comprises of:
Statements			(i) Audited standalone financial statements of the Company for financial year ended March 31, 2021,
				which are prepared in accordance with Indian Accounting Standards (Ind AS) specified under the
				Section 133 of the Companies Act, 2013, Companies (Indian Accounting Standards) Rules, 2015 as
				amended from time to time and other relevant provisions of the Act, and which have been approved
				by the Board of Directors of our Company at their meeting held on May 7, 2021.
				(ii) Audited standalone financial statements of the Company for financial year ended March 31, 2022
				and March 31, 2023 which are prepared in accordance with Indian Accounting Standards (Ind AS)
				specified under the Section 133 of the Companies Act, 2013, Companies (Indian Accounting
				Standards) Rules, 2015 as amended from time to time and other relevant provisions of the Act, and
				which have been approved by the Board of Directors of our Company at their meetings held on May
				5, 2022 and May 3, 2023 respectively.
Audited	Financial Statements/	Audited Consolidated Financial Statements and Audited Standalone Financial Statements collectively.
Financial Information
Board / Board of Directors		Board of directors of our Company and includes any committee constituted thereof
Borrowings			Borrowings includes debt securities and borrowings other than debt securities and subordinated liabilities
Chairperson			The Chairperson of our Board of Directors
CHFL				Cholamandalam Home Finance Limited
Corporate Office			Corporate office of our Company located at Dare House, No. 2, N.S.C. Bose Road, Parrys, Chennai 600
				001, Tamil Nadu, India
Corporate Social Responsibility	Corporate social responsibility committee of Board of Directors of our Company constituted in accordance
Committee			with applicable laws
Committee			A committee constituted by the Board, from time to time
				1

Term

Description

Company

Secretary

and

The company secretary and compliance officer of our Company

Compliance Officer

CSEC/CSL

Cholamandalam Securities Limited

Debenture Committee

Debenture committee of Board of Directors of our Company, constituted in accordance with applicable

laws

Director(s)

Director(s) of our Company

Equity Shares

Equity shares of face value ₹ 2 each of our Company

Group Companies

Chola Business Services Limited, Cholamandalam MS General Insurance Company Limited,

Cholamandalam MS Risk Services Limited, Cherry Tin Online Private Limited, CE Info Systems Private

Limited, Coromandel Engineering Company Limited, EID Parry India Limited, Medall Healthcare Private

Limited, Murugappa Morgan Thermal Ceramics Limited, Murugappa Management Services Private

Limited, Net Access India Limited, Parry Agro Industries Limited, Parry Enterprises India Limited,

Payswiff Solutions Private Limited, Paytail Commerce Private Limited, White Data Systems India Private

Limited and Zetwerk Manufacturing Businesses Private Limited

Independent Directors(s)

Independent director(s) of our Company, as disclosed under "Our Management", beginning on page 175.

Key Managerial Personnel(s) /

Key managerial personnel(s) of our Company as disclosed under "Our Management", beginning on page

KMP(s)

175 and appointed in accordance with provisions of the Companies Act, 2013.

Memorandum / Memorandum

Memorandum of association of our Company

of Association/ MoA

Nomination and Remuneration

Nomination and remuneration committee of Board of Directors of our Company, constituted in accordance

Committee/ NRC

with applicable laws

Non-Executive Director(s)

Non-executive director(s) of our Company, as disclosed under "Our Management", beginning on page

175.

Previous Statutory Auditor

Previous Statutory Auditors of our Company i.e., M/s S.R. Batliboi and Associates LLP, Chartered

Accountants

Promoters

Cholamandalam Financial Holdings Limited, Ambadi Investments Limited, M V Subbiah, M A

Alagappan, A Vellayan, A Venkatachalam, M M Murugappan, M M Venkatachalam, M A M

Arunachalam, S Vellayan, Arun Alagappan, M M Veerappan, V Narayanan, V Arunachalam, M M

Muthiah, M V Muthiah, Arun Venkatachalam, M V Subramanian, M V Murugappan HUF, M V Subbiah

HUF, M A Alagappan HUF, A Vellayan HUF, A Venkatachalam HUF, M M Murugappan HUF, M A M

Arunachalam HUF, M M Venkatachalam HUF, M M Muthiah HUF, A M M Arunachalam HUF,

Murugappa & Sons (M V Subbiah, M A Alagappan & M M Murugappan hold shares on behalf of the

firm) Tube Investments of India Limited, New Ambadi Estates Private Limited, Coromandel International

Limited, Ambadi Enterprises Limited, Carborundum Universal Limited, E.I.D. Parry (India) Limited, M

A Alagappan (holds shares on behalf of Kadamane Estates)

Promoter Group

Includes such persons and entities constituting the promoter group of our Company pursuant to Regulation

2 (1) (pp) of the SEBI ICDR Regulations, 2018, as amended

PTPL

Payswiff Technologies Private Limited

Registered Office

Registered office of our Company located at Dare House, No. 2, N.S.C. Bose Road, Parrys, Chennai 600

001, Tamil Nadu, India

Registrar of Companies / RoC

Registrar of Companies, Chennai at Tamil Nadu

Senior Management

Senior

Management

of

our

Company

in

accordance

with

Regulation

2

(1)(iia) of the SEBI NCS Regulations

Shareholders

Equity Shareholders of our Company from time to time

Statutory Auditor(s)

M/s. Price Waterhouse LLP, Chartered Accountants and M/s. Sundaram & Srinivasan, Chartered

Accountants

Subsidiaries

The subsidiaries of our Company, namely, Cholamandalam Securities Limited, Cholamandalam Home

Finance Limited, and Payswiff Technologies Private Limited*

* Even though the Company holds 74.70% of the paid-up equity capital of PTPL as of March 31, 2023, in view of

founder reserved matters and dispute resolution mechanism envisaged in the shareholder agreement executed between

the group and founders of PTPL dated January 17, 2022, the group is considered to have joint control over PTPL as

per Ind AS 28 read with IND AS 110. Hence, it is classified as investment in joint venture in the audited consolidated

financial statements of the Company for the Financial Year ended March 31, 2023.

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
Transaction Registration	the Application Form
Slip/ TRS
	2

Term			Description
A. K. Capital/Lead Manager	A. K. Capital Services Limited
Allot/ Allotment / Allotted	Unless the context otherwise requires, the issue and allotment of the NCDs pursuant to this Tranche II
			Issue
Allotment Advice		The communication sent to the Allottees conveying details of NCDs allotted to the Allottees in accordance
			with the Basis of Allotment
Allottee(s)			The successful Applicant to whom the NCDs are Allotted, either in full or in part in terms of this Tranche
			II Issue
Applicant / Investor / ASBA	The person who applies for issuance and Allotment of NCDs through ASBA process or through UPI
Applicant / ASBA Bidder	Mechanism pursuant to the terms of the Shelf Prospectus, this Tranche II Prospectus, the Abridged
			Prospectus and Application Form for this Tranche II Issue.
Application / ASBA Application	An application (whether physical or electronic) to subscribe to the NCDs offered pursuant to this Tranche
			II Issue by submission of a valid Application Form and authorising an SCSB to block the Application
			Amount in the ASBA Account or to block the Application Amount using the UPI Mechanism, where the
			Bid Amount or an Application Amount of up to UPI Application Limit will be blocked upon acceptance
			of UPI Mandate Request by retail investors which will be considered as the application for Allotment in
			terms of the Shelf Prospectus and this Tranche II Prospectus.
Application Amount		The aggregate value of the NCDs applied for, as indicated in the Application Form for this Tranche II
			Issue
Application Form / ASBA Form	The form in terms of which the Applicant shall make an offer to subscribe to the NCDs through the ASBA
			process or through the UPI Mechanism and which will be considered as the Application for Allotment of
			NCDs and in terms of the Shelf Prospectus and this Tranche II Prospectus
ASBA Account			A bank account maintained by an ASBA Bidder with an SCSB, as specified in the ASBA Form submitted
			by ASBA Applicants for blocking the Bid Amount mentioned in the ASBA Form, and will include a bank
			account of a retail individual investor linked with UPI, for retail individual investors submitting
			application value up to UPI Application Limit
ASBA Applicant		Any Applicant who applies for NCDs through the ASBA process
ASBA / Application Supported	The Application whether physical or electronic) to subscribe to the NCDs offered pursuant to the Issue
by Blocked Amount		by submission of a valid Application by authorising SCSB to block the Application Amount in the
			specified bank account maintained with such SCSB or to block the Application Amount using the UPI
			Mechanism, where the Bid Amount will be blocked upon acceptance of UPI Mandate Request by retail
			investors for an Application Amount of up to UPI Application Limit which will be considered as the
			application for Allotment in terms of the Shelf Prospectus and this Tranche II Prospectus.
Banker to the Issue		Collectively Public Issue Account Bank, Refund Bank and Sponsor Bank
Base Issue Size/ Base Issue	₹ 500 crore
Basis of Allotment		The basis on which NCDs will be allotted to applicants as described in "Issue Procedure - Basis of
			Allotment for NCDs" on page 301.
Bidding Centres			Centres at which the Designated Intermediaries shall accept the Application Forms, i.e., Designated
			Branches of SCSB, Specified Locations for Consortium, Broker Centres for Registered Brokers,
			Designated RTA Locations for RTAs and Designated CDP Locations for CDPs.
Broker Centres			Broker centres notified by the Stock Exchange where Applicants can submit the ASBA Forms (including
			ASBA Forms under UPI in case of UPI Investors) to a Registered Broker. The details of such Broker
			Centres, along with the names and contact details of the Registered Brokers are available on the website
			of the Stock Exchanges at www.bseindia.com and www.nseindia.com
BSE			BSE Limited
Category	I	Investor	•	Public financial institutions, scheduled commercial banks, and Indian multilateral and bilateral
(Institutional Investors)			development financial institutions which are authorised to invest in the NCDs;
			•	Provident funds and pension funds each with a minimum corpus of ₹ 25 crores, superannuation
				funds and gratuity funds, which are authorised to invest in the NCDs;
			•	Alternative Investment Funds, subject to investment conditions applicable to them under the
				Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012;
			•	Resident Venture Capital Funds registered with SEBI;
			•	Insurance companies registered with the IRDAI;
			•	State industrial development corporations;
			•	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 ₹ 500 crores 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
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