Indiabulls Housing Finance : Tranche I Prospectus (Final filed with SE)

Tranche I Prospectus

June 30, 2023

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, National Capital Territory of Delhi and Haryana ("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 168 of the Shelf 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 Centre, 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: Mr. Amit Kumar Jain; Telephone No.: [phone]; Facsimile No.: [phone]; E-mail: [e-mail]

Chief Financial Officer: Mr. 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: Mr. 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.: [phone] Email: [e-mail]; Contact Person: Mr. 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 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 I ISSUE LIMIT") ("TRANCHE I ISSUE") WHICH IS WITHIN THE SHELF LIMIT OF ₹2,000 CRORES AND IS BEING OFFERED BY WAY OF THIS TRANCHE I PROSPECTUS DATED JUNE 30, 2023 CONTAINING INTER ALIA THE TERMS AND CONDITIONS OF TRANCHE I ISSUE ("TRANCHE I 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 I PROSPECTUS CONSTITUTE THE PROSPECTUS ("PROSPECTUS"). THIS TRANCHE I 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.

GENERAL RISKS

Investment in debt securities involve a degree of risk and investors should not invest any funds in such securities unless they can afford to take the risk attached to such investments. Investors are advised to take an informed decision and to read the risk factors carefully before investing in this offering. For taking an investment decision, investors must rely on their examination of the issue including the risks involved in it. Specific attention of investors is invited to statement of risk factors contained under "Risk Factors" and "Material Developments" on page 20 of the Shelf Prospectus and on page 58 of this Tranche I Prospectus. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the debt securities or investor's decision to purchase such securities. This Tranche I 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 I Prospectus read together with the Shelf Prospectus contains and will contain all information with regard to the Issuer and the Tranche I Issue which is material in the context of the Tranche I Issue. The information contained in this Tranche I Prospectus read together with the Shelf Prospectus is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly stated and that there are no other facts, the omission of which makes this Tranche I Prospectus as a whole or any of part of such information or the expression of any such opinions or intentions misleading, in any material respect. This Issue is not underwritten.

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 93 of this Tranche I Prospectus. For details relating to Eligible Investors please see "Issue Related Information" on page 85 of this Tranche I 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 September 23, 2022 and further revalidated vide letters dated November 7, 2022, December 7, 2022, February 6, 2023 and June 22, 2023, read with rationale dated September 22, 2022, and "[ICRA]AA (Stable)" (pronounced as ICRA double A rating with a stable outlook) by ICRA Limited vide their letter dated April 3, 2023, further revalidated vide letter dated June 26, 2023, read with rationale dated April 4, 2023. For the rationale and press release for these ratings, see "General Information", Annexure A and Annexure B of this Tranche I Prospectus. These ratings are not a recommendation to buy, sell or hold securities and investors should take their own decision. 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.

LISTING

The NCDs offered through this Tranche I 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

EDELWEISS FINANCIAL SERVICES LIMITED	ELARA CAPITAL (INDIA) PRIVATE LIMITED	TRUST INVESTMENT ADVISORS PRIVATE LIMITED
801 - 804, Wing A, Building No 3, Inspire BKC, G Block, Bandra	One International Centre, Tower 3, 21st Floor, Senapati Bapat Marg,	109/110, Balarama, Bandra Kurla Complex, Bandra East,
Kurla Complex, Bandra East, Mumbai - 400 051	Elphinstone Road West, Mumbai - 400 013	Mumbai - 400 051
Telephone No.: [phone]	Telephone No.: [phone]	Telephone No.: [phone]
Email: [e-mail]	Email: [e-mail]	Email: [e-mail]
Contact Person: Lokesh Singhi / Saili Dave	Contact Person: Ms. Astha Daga	Contact Person: Ms. Hani Jalan
DEBENTURE TRUSTEE**	REGISTRAR TO THE ISSUE

IDBI TRUSTEESHIP SERVICES LIMITED

Universal Insurance Building, Ground Floor, Sir P.M. Road, Mumbai - 400 001, Maharashtra, India Telephone No.: [phone]

Email: [e-mail]/[e-mail]

Investor Grievance Email: [e-mail]

Contact Person: Ashish Naik

Website: www.idbitrustee.com

KFIN TECHNOLOGIES LIMITED (formerly known as KFIN Technologies Private Limited) Selenium Tower B, Plot No - 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad Rangareddi, 500 032, Telangana, India

Telephone No.: [phone]

Facsimile No.: [phone]

Email: [e-mail]

Website: www.kfintech.com

ISSUE PROGRAMME*

TRANCHE I ISSUE OPENS ON: MONDAY, JULY 10, 2023

TRANCHE I ISSUE CLOSES ON: FRIDAY, JULY 21, 2023

• The Tranche I Issue shall remain open for subscription on Working Days from 10 a.m. to 5 p.m. during the period indicated in this Tranche I Prospectus, except that the Tranche I 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 I 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 I Issue have been given. Applications Forms for the Tranche I 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 I Issue Period. On the Tranche I 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 I Issue Closing Date. For further details please refer to the section titled "Issue Related Information" on page 85 of this Tranche I 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 I Issue. For further details, please see Annexure C of this Tranche I Prospectus. Copies of this Tranche I Prospectus read together with the Shelf Prospectus have been filed with the Registrar of Companies, National Capital Territory of Delhi and Haryana, 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 148 of this Tranche I 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	18
FORWARD LOOKING STATEMENTS	21
SECTION II: INTRODUCTION	23
GENERAL INFORMATION	23
OBJECTS OF THE ISSUE	36
STATEMENT OF TAX BENEFITS	40
MATERIAL DEVELOPMENTS	58
OTHER REGULATORY AND STATUTORY DISCLOSURES	59
SECTION III: ISSUE RELATED INFORMATION	85
ISSUE STRUCTURE	85
TERMS OF THE ISSUE	93
ISSUE PROCEDURE	115
SECTION IV: MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	148
DECLARATION	150
ANNEXURE A - CREDIT RATINGS AND RATIONALE FROM CRISIL RATINGS	151
ANNEXURE B - CREDIT RATING AND RATIONALE FROM ICRA	152
ANNEXURE C - CONSENT FROM DEBENTURE TRUSTEE	153
ANNEXURE D: ILLUSTRATIVE CASH FLOW AND DAY COUNT CONVENTION	154

2

SECTION I: GENERAL

DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates, all references in this Tranche I 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 - 110001, India. Unless the context otherwise indicates, all references in this Tranche I Prospectus to "we" or "us" or "our" are to our Company and its Subsidiaries (collectively referred to as the "Group") and OakNorth, as may be applicable, on a consolidated basis.

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

TermDescription

"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 (i) ICCL Lender Repayment Trust; (ii) IBHFL Lender Repayment Trust; and (iii) Pragati Employee Welfare Trust, formed on December 3, 2019. Subsidiaries for the purpose of financial data as at and for the years ended March 31, 2021, 2022 and 2023 would mean subsidiaries and the trusts during and as at year end/period end respectively 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
Assets		Liability	Assets 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 Directors	Board of Directors of our Company or a duly constituted committee thereof
Chairman					The chairman of our Board of Directors, Mr. Subhash Sheoratan Mundra
CEO					Chief Executive Officer of our Company, Mr. Gagan Banga
Company	Secretary	and	The company secretary and compliance officer of our Company, Mr. Amit Kumar
Compliance Officer			Jain
Corporate Office			One International Centre, 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
Erstwhile Auditors			The erstwhile statutory auditors of our Company, S.R. Batliboi & Co. LLP, Chartered
					Accountants
Group Companies			Includes such companies, other than Subsidiary/Subsidiaries, with which there were
					related party transactions, during the period for which financial information is
					disclosed in this Tranche I 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
					3

Term			Description
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 and the Indiabulls
			Housing Finance Limited - Employee Stock Benefit Scheme 2021.
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 Personnel	The key managerial personnel of the Company appointed in accordance with the
			provisions of SEBI ICDR Regulations and the Companies Act, 2013
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, 2023.
Erstwhile Promoter	Mr. Sameer Gehlaut
			Mr. 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
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 Consolidated	The Reformatted Consolidated Statement of Assets and Liabilities as at March 31,
Financial Information	2023, March 31, 2022 and March 31, 2021, the Reformatted Consolidated Statement
			4

Term		Description
		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, form the basis for
		such Reformatted Consolidated Financial Information.
Reformatted	Standalone	The Reformatted Standalone Statement of Assets and Liabilities as at March 31, 2023,
Financial Information	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, form 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, National Capital Territory of Delhi and Haryana
Securities Issuance and	The committee constituted and authorised by our Board of Directors to take necessary
Investment Committee	decisions with respect to the Issue by way a board resolution dated March 21, 2023.
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;
		6. Indiabulls Insurance Advisors Limited;
		7.	Indiabulls Holdings Limited*;
		8. Indiabulls Asset Holding Company Limited;
		9.	Nilgiri Investmart Services Limited (formerly known as Nilgiri Financial
			5