Shriram Finance Limited (Formerly Shriram Transport Finance Company Limited)
Shriram Finance Limited (Formerly Shriram Transport Finance Company Limited)
Shriram Finance Limited (Formerly Shriram Transport Finance Company Limited)
(THIS SHELF PLACEMENT MEMORANDUM IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS AND DOES NOT CONSTITUTE AN OFFER TO THE PUBLIC GENERALLY TO
SUBSCRIBE FOR OR OTHERWISE ACQUIRE THE DEBENTURES TO BE ISSUED BY THE ISSUE. THIS SHELF PLACEMENT MEMORANDUM HAS BEEN PREPARED IN CONFORMITY WITH THE
SECURITIES EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021 ISSUED VIDE CIRCULAR NUMBER SEBI/LAD-NRO/GN/2021/39 DATED
AUGUST 09, 2021, AS AMENDED OR UPDATED FROM TIME TO TIME, THE OPERATIONAL CIRCULAR ISSUED BY SECURITIES EXCHANGE BOARD OF INDIA VIDE CIRCULAR NUMBER
SEBI/HO/DDHS/P/CIR/2021/613 DATED AUGUST 10, 2021, AS AMENDED OR UPDATED FROM TIME TO TIME, THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 ISSUED VIDE CIRCULAR NO. SEBI/LAD-NRO/GN/2015-16/013 DATED SEPTEMBER 02, 2015, AS AMENDED FROM TIME TO TIME, SECTION 42 OF
THE COMPANIES ACT, 2013 AND THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014, AS AMENDED FROM TIME TO TIME)
CREDIT RATING:
The captioned Issue of (a) the Non-Convertible Debentures has been rated IND AA+/Stable by India Ratings & Research and/or CRISIL AA+/Stable by
CRISIL Ratings; and (b) the Market Linked Debentures has been rated CRISIL PPMLD AA+ r/STABLE by CRISIL Ratings . As per the rating letters
issued by the said Rating Agencies, instruments with this rating are considered to have a high degree of safety regarding timely servicing of financial
obligations and such instruments carry very low credit risk. Investors may please note that the rating is not a recommendation to buy, sell or hold
securities and investors should take their own decisions. The Rating Agencies have the right to suspend, withdraw or revise the rating / outlook assigned
to the Issue at any time, on the basis of new information or unavailability of information or other circumstances which the rating agency believes may
have an impact on the rating. Please refer to Annexure IV of this Shelf Placement Memorandum for the rating letters, dated 27 January 2023 and 30
January 2023 obtained from the said Rating Agencies.
The Issuer hereby declares the aforesaid credit rating obtained by it in relation to the Debentures shall be valid on the date of Issue and on the date of
listing of Debentures.
LISTING:
The Debentures to be issued under each Tranche/ Series are proposed to be listed on the Wholesale Debt Market (WDM) segment of the BSE Limited
(“BSE”). Please refer to Annexure III of this Shelf Placement Memorandum for a copy of the in-principle approval letter dated 06 February, 2023 issued
by BSE.
Further, the Issuer has maintained the Recovery Expense Fund with the BSE Limited (Please refer to the ‘Summary Term Sheet’ for more details).
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Shelf Placement Memorandum
GDA House, First Floor, Plot No. 85 2nd Floor, Kences Towers, 1 CRISIL Limited: CRISIL House, Wockhardt Tower, Level 4, West
S. No. 94 & 95, Bhusari Colony Ramakrishna Street North Usman Central Avenue, Hiranandani Wing, Plot C-2, G Block, Bandra
(Right), Kothrud, Pune- 411038 Road T Nagar, Chennai- 600017 Business Park, Powai, Mumbai – Kurla Complex, Bandra (East),
400076. India Mumbai MH 400051
Corporate Address: Windsor, 6th Corporate Address: 2nd Floor,
Floor, Office No. 604, C.S.T. Road, "Kences Towers", No. 1
Kalina, Santacruz (East), Mumbai – Ramakrishna Street, North Usman
400098 Road, T Nagar, Chennai - 600 017
Tel No.: +91 22 3342 3000
Tel No.: 022-49220555 Tel No.: 044-28140801 Fax No.: +91 22 4040 5800 Tel: +912240001744
Fax No.: 022-66311776 Fax No.: 044-28142479
Name of the Promoter Shriram Capital Private Limited (formerly known as Shriram Financial Ventures (Chennai) Private
Ltd
Date of Incorporation 2011
Age Not Applicable
Registered Address Shriram House, No.4 Burkit Road, T. Nagar, Chennai- 600 017
Educational Qualification Not Applicable
Telephone Number 044-49052500
Email Address sect@shriram.com
Experience in the business or Employment Since 2011 in Financial Service business
Positions/Posts held in the past Not Applicable
Directorships held Not Applicable
Other ventures of each promoter SCPL is the Promoter of Shriram Investment Holding Limited, Shriram General Insurance
Company Limited, and Shriram Life Insurance Company Limited
Special achievements -
Business and Financial activities Systemically important Core Investment Company
Photograph Not Applicable
Permanent Accountant Number AAPCS5667M
The Company/ Issuer confirms that the Permanent Account Number and Bank Account Number(s) of the Promoter and Permanent Account Number of
directors have been submitted to the stock exchanges on which the Debentures are proposed to be listed, at the time of filing of the Shelf Placement
Memorandum.
ISSUE SCHEDULE
ISSUE OPENING DATE/ DATE OF OPENING OF ISSUE The Issue Opening Date with respect to each Tranche/ Series of Debentures will be
identified in the relevant Supplemental Placement Memorandum to be issued with
respect to relevant Tranche/ Series of Debentures.
ISSUE CLOSING DATE/ DATE OF CLOSING OF ISSUE The Issue Closing Date with respect to each Tranche/ Series of Debentures will be
identified in the relevant Supplemental Placement Memorandum to be issued with
respect to relevant Tranche/ Series of Debentures.
PAY-IN DATE The Pay-in Date with respect to each Tranche/ Series of Debentures will be
identified in the relevant Supplemental Placement Memorandum to be issued with
respect to relevant Tranche/ Series of Debentures.
DEEMED DATE OF ALLOTMENT The Deemed Date of Allotment with respect to each Tranche/ Series of Debentures
will be identified in the relevant Supplemental Placement Memorandum to be issued
with respect to relevant Tranche/ Series of Debentures.
DATE OF EARLIEST CLOSING OF THE ISSUE N.A.
The Issuer reserves the right to change the Issue program, including the Deemed Date of Allotment, at its sole discretion, without giving any reasons or
prior notice. Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates
specified in this Shelf Placement Memorandum.
ELIGIBLE INVESTORS
Nothing in this Shelf Placement Memorandum and the Supplemental Placement Memorandum shall constitute and/or deem to constitute an offer or an
invitation to offer, to be made to the public or any section thereof through this Shelf Placement Memorandum and the Supplemental Placement
Memorandum and this Shelf Placement Memorandum and the Supplemental Placement Memorandum and its/ their contents should not be construed to be
a prospectus under the Act. The Issue is a domestic issue and is being made in India only. This Shelf Placement Memorandum and the relevant
Supplemental Placement Memorandum and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through
a communication by the Company and only such recipients are eligible to apply for the Debentures. Subject to applicable law, the categories of investors
eligible to subscribe to the Debentures in this Issue, when addressed directly, are:
1. Scheduled Commercial Banks;
2. Financial Institutions;
3. Qualified Institutional Buyer;
4. Primary/ State/ District/ Central Co-operative Banks (subject to permission from RBI);
5. Regional Rural Banks;
6. Mutual Funds;
7. Companies, Bodies Corporate authorized to invest in Debentures;
8. Provident Funds, Gratuity, Superannuation, subject to their investment guidelines;
9. Insurance companies, NBFCs and Alternative Investment Funds, subject to their investment guidelines;
10. High Net Worth Individuals; and
11. Foreign Portfolio Investors.
Note: Participation by potential investors in the Issue may be subject to statutory and/or regulatory requirements applicable to them in connection with
subscription to Indian securities by such categories of persons or entities. Applicants are advised to ensure that they comply with all regulatory
requirements applicable to them, including exchange controls and other requirements. Applicants ought to seek independent legal and regulatory advice in
relation to the laws applicable to them. Please also refer to the Section on ‘Who Can Apply’ below.
ISSUE HIGHLIGHTS
Coupon Rate The Coupon Rate with respect to each Tranche/ Series of Debentures will be identified in the
relevant Supplemental Placement Memorandum to be issued with respect to relevant Tranche/
Series of Debentures.
Coupon Payment Frequency The Coupon Payment Frequency with respect to each Tranche/ Series of Debentures will be
identified in the relevant Supplemental Placement Memorandum to be issued with respect to
relevant Tranche/ Series of Debentures.
Redemption Date The Redemption Date with respect to each Tranche/ Series of Debentures will be identified in
the relevant Supplemental Placement Memorandum to be issued with respect to relevant
Tranche/ Series of Debentures.
Redemption Amount The Redemption Amounts with respect to each Tranche/ Series of Debentures will be identified
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Shelf Placement Memorandum
Please refer to Annexure I of this Shelf Placement Memorandum for the consent letter dated
23 January 2023 issued by Catalyst Trusteeship Limited granting its consent to act as debenture
trustee in relation to the Issue of Debentures being made by the Issuer in terms of this Shelf
Placement Memorandum.
Further, a debenture trustee appointment agreement dated 6th February, 2023 executed by and
between the Issuer and the Debenture Trustee, whereby the Debenture Trustee has been
appointed as the debenture trustee in respect of the debentures issued/ to be issued as set out in
the Debenture Trust Deed and to act for and on behalf of and for the benefit of the Debenture
Holders. Please refer to Annexure VI of this Shelf Placement Memorandum for key terms of
the said debenture trustee appointment agreement.
Nature, Number and Issue Size Upto 5,00,000: (i) Secured Rated Listed Redeemable Non-Convertible Debentures of face
value of Rs. 1,00,000 (Rupees One Lakh only) (or any higher amount as otherwise specified),
for cash, at par; and/or (ii) Secured Rated Listed Redeemable Taxable Principal Protected
Market Linked Non-Convertible Debentures of face value of Rs. 1,00,000 (Rupees One Lakh
only) (or any higher amount as otherwise specified) for cash, at par, for an amount aggregating
upto Rs. 50,00,00,00,000/- (Rupees five thousand crores only), on private placement basis, in
multiple Series/ Tranches.
Base Issue and Green Shoe Option The Base Issue Size and Green Shoe Option (if applicable) in relation to each Tranche/ Series
of Debentures will be identified in the Supplemental Placement Memorandum.
Aggregate Shelf Size The aggregate shelf limit of the Issue, being Rs. 50,00,00,00,000 (Five Thousand Crores) to be
issued under this Shelf Placement Memorandum read with the Supplemental Placement
Memorandum to be issued with respect to relevant Tranche/ Series of Debentures.
Details about Underwriting of the Issue including Not Applicable
the Amount Undertaken to be Underwritten
by the Underwriters.
ELECTRONIC BOOK MECHANISM AND DETAILS PERTAINING TO THE UPLOADING THE PLACEMENT MEMORANDUM ON
THE ELECTRONIC BOOK PROVIDER PLATFORM.
The Issue shall be open for bidding and subscription in accordance with the guidelines issued by SEBI and BSE pertaining to the procedure of Electronic
Book Mechanism as specified by the Operational Circular, and the related operational guidelines, regulations issued by the concerned Electronic Book
Provider, as may be amended, clarified or updated from time to time (collectively, “Electronic Book Mechanism Guidelines”).
Trading Lot Size Rs. 1,00,000/- (Rupees One Lakh only) (or any higher amount as otherwise specified)
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Shelf Placement Memorandum and the Supplemental
Placement Memorandum contains all information with regard to the Issuer and the Issue which is material in the context of the Issue, that the information
contained in the Shelf Placement Memorandum and the Supplemental Placement Memorandum is true and correct in all material aspects and is not
misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of
which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material aspect.
GENERAL RISKS: Investment in debt and debt related securities involve a degree of risk and investors should not invest any funds in debt
instruments unless they can afford to take the risk attached to such investments. Investors are advised to read the Risk Factors carefully before taking an
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Shelf Placement Memorandum
investment decision in this Issue. For taking an investment decision, the Investors must rely on their own examination of the Issuer and the Issue
including the risks involved therein. For taking an investment decision, Investors must rely on their own examination of the Company and the Issue
including the risks involved in it. The Debentures have not been recommended or approved by any regulatory authority in India, including the
Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this Shelf Placement Memorandum and the
Supplemental Placement Memorandum. Specific attention of investors is invited to the statement of ‘Risk Factors’ given in Section 2 of this Shelf
Placement Memorandum. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the Debentures or
investor’s decision to purchase the Debentures. This Shelf Placement Memorandum and the Supplemental Placement Memorandum has not been
submitted, cleared or approved by SEBI.
NO SIDE LETTERS: The Issuer has no side letter with any debenture holders except the one(s) disclosed in the Supplemental Placement Memorandums.
Any covenants later added shall be disclosed on the stock exchange website where the debentures are listed.
DISCLAIMER STATEMENT FROM THE ISSUER: The Issuer confirms that the information contained in this Shelf Placement Memorandum and the
Supplemental Placement Memorandum is true and correct in all material respects and is not misleading in any material respect. All information considered
adequate and relevant about the Issue and the Issuer has been/shall be made available in this Shelf Placement Memorandum and the Supplemental
Placement Memorandum for the use and perusal of the potential investors/debenture holders and no selective or additional information would be available
for a section of potential investors/debenture holders, in any manner whatsoever. The Issuer accepts no responsibility for statements made otherwise than
in this Shelf Placement Memorandum and the Supplemental Placement Memorandum or any other material issued by or at the instance of the Issuer and
anyone placing reliance on any other source of information would be doing so at his/her/their own risk.
This Shelf Placement Memorandum and the Supplemental Placement Memorandum has been prepared to provide general information about the Issuer and
the Issue to potential debenture holders to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Shelf Placement
Memorandum and the Supplemental Placement Memorandum does not purport to contain all the information that any potential investors/debenture holder
may require. Neither this Shelf Placement Memorandum and the Supplemental Placement Memorandum nor any other information supplied in connection
with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Shelf Placement Memorandum and the
Supplemental Placement Memorandum should not consider such receipt a recommendation to purchase any Debentures. Each potential investor/debenture
holder contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its
own appraisal of the creditworthiness of the Issuer. Potential investors/debenture holders should consult their own financial, legal, tax and other
professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate
resources to analyse such investment and the suitability of such investment to such debenture holder’s particular circumstances.
The Company / Issuer / We / Our Shriram Finance Limited, having its registered office at Sri Towers, Plot No. 14A, South Phase,
Company/ Us Industrial Estate, Guindy, Chennai – 600032.
An advice informing the allottee of the number of Letter(s) of Allotment/ Debenture(s) allotted
Allotment Intimation
to him in Electronic (Dematerialised) Form.
Unless the context otherwise requires or implies, the allotment of the Debentures pursuant to the
Allot/Allotment/Allotted
Issue.
Articles The articles of association of the Company, as amended from time to time.
Board of Directors of the Company or a Committee thereof of, formed or to be formed in this
Board
regard.
Any day of the week on which the money market is functioning in Mumbai, excluding: (a) non-
working Saturdays, Sundays; (b) any day which is a public holiday for the purpose of Section 25
of the Negotiable Instruments Act, 1881 (26 of 1881) in Maharashtra; (c) any other day on
which banks are closed for customer business in Mumbai, India; and (d) any day on which
payments cannot be made on account of failure of RBI’s system for RTGS/NEFT payment.
(i) Secured Rated Listed Redeemable Non-Convertible Debentures of face value of Rs. 1,00,000
(Rupees One Lakh only) (or any higher amount as otherwise specified) each; and/or (ii) Secured
Debentures/ NCDs /Bonds Rated Listed Redeemable Taxable Principal Protected Market Linked Non-Convertible
Debentures of face value of Rs. 1,00,000 (Rupees One Lakh only) (or any higher amount as
otherwise specified) each, proposed to be issued under this Issue.
Persons who are/will become the holders of the Debentures and whose names are/ will be
entered in the register of Debenture holders as maintained by the Company as Debenture holders
and shall include the beneficial owner(s) of the Debentures in dematerialized form as per the list
Debenture Holder
of beneficial owners prepared and maintained by National Securities Depository Limited
(“NSDL”) and/or Central Depository Securities (India) Limited (“CDSL”), as the case may be,
as per the provisions of Depositories Act, 1996.
The debenture trust deed dated 6th February, 2023 executed by and between the Debenture
Debenture Trust Deed
Trustee and the Issuer for capturing the detailed terms of issue of the Debentures.
Debenture Trustee Debenture trustee for the Debenture holders, in this case being Catalyst Trusteeship Limited.
National Securities Depository Limited (NSDL) or Central Depository Services (India) Limited
Depository/ies
(CDSL).
DP Depository Participant
The regulations framed by the RBI under the provisions of the Foreign Exchange Management
FEMA Regulations
Act, 1999, as amended from time to time.
Foreign Portfolio Investor (as defined under the Securities and Exchange Board of India
FPI
(Foreign Portfolio Investors) Regulations, 2019) registered with SEBI.
The Income-tax Act, 1961 and rules, regulations, guidelines in relation thereto, each as amended
I.T. Act
from time to time.
Issue of up to 5,00,000: (i) Secured Rated Listed Redeemable Non-Convertible Debentures of face value of
Rs. 1,00,000 (Rupees One Lakh only) (or any higher amount as otherwise specified), for cash, at par;
and/or (ii) Secured Rated Listed Redeemable Taxable Principal Protected Market Linked Non-Convertible
Issue Debentures of face value of Rs. 1,00,000 (Rupees One Lakh only) (or any higher amount as otherwise
specified) for cash, at par, for an amount aggregating up to Rs. 50,00,00,00,000/- (Rupees five thousand
crores only), on private placement basis, in multiple Series/ Tranches
ISIN International Securities Identification Number
Memorandum / MoA Memorandum of Association of the Company, as amended from time to time.
Material Adverse Effect Material adverse effect on or a material adverse change (in the judgement of Debenture Trustee
acting on the instructions of Majority Debenture Holders) in: (a) the business, operations,
property, assets, condition (financial or otherwise) or prospects of the Issuer; (b) the ability of
the Issuer to enter into and to perform its obligations under the Transaction Documents or such
other documents executed/ issued in relation to the Debentures to which the Issuer is or will be a
party; or (c) the validity or enforceability of the Transaction Documents or any other related
document or the rights or remedies of Debenture Holders thereunder;
which in the opinion of Debenture Trustee (acting on the instructions of Majority Debenture
Holders) would adversely affect the Debentures.
Majority Debenture Holders The Debenture Holder(s) holding an aggregate amount representing not less than 51% (Fifty
One Percent) of the outstanding value of the Debentures.
each Tranche/Series issued under the Issue. The terms of the Private Placement Offer cum
Application Letter to the extent applicable have been captured in this Shelf Placement
Memorandum and the Supplemental Placement Memorandum.
With respect to any Series/ Tranche means the date on which repayment of Principal Amount
and all other amounts due in respect of the Debentures of that Series/ Tranche will be made and
Redemption Date
shall be as specified in the Supplemental Placement Memorandum issued for such Series/
Tranche.
Registrar to the Issue, in this case being Integrated Registry Management Services Private
Registrar/Registrar to the Issue
Limited.
ROC The Registrar of Companies, Tamil Nadu.
RTGS Real Time Gross Settlement, an electronic funds transfer facility provided by RBI.
RBI The Reserve Bank of India
Securities and Exchange Board of India constituted under the Securities and Exchange Board of
SEBI
India Act, 1992, as amended from time to time.
The SEBI NCS Regulations, the SEBI (Listing Obligations and Disclosure Requirements)
SEBI Debt Listing Regulations
Regulations, 2015, and the Operational Circular, each as amended/replaced from time to time.
Securities Exchange Board of India (Issue and Listing of Non-Convertible Securities)
SEBI NCS Regulations
Regulations, 2021, as amended/replaced from time to time.
Any Series/ Tranche of Debentures issued under the Issue pursuant to the issue of a
Series/ Tranche
Supplemental Placement Memorandum.
This shelf placement memorandum dated 8th February,2023 which sets out the information
Shelf Placement Memorandum
regarding the issue of Debentures.
means the supplemental placement memorandum to be issued by the Company substantially in
the format provided in: (i) Annexure IIA hereof containing inter alia the issue price, issue size,
interest rate (if any), redemption premium (if any), coupon (if any) and other terms and
conditions regarding each Series/ Tranche of the Non-Convertible Debentures issued under the
Supplemental Placement
Issue; or (ii) Annexure IIB hereof containing inter alia the issue price, issue size, interest rate
Memorandum
(if any), redemption premium (if any), coupon (if any) and other terms and conditions regarding
each Series/ Tranche of the Market Linked Debentures issued under the Issue. The Company
shall be free to amend the format of any Supplemental Placement Memorandum depending upon
the terms and conditions of the Debentures being issued in the relevant Series/ Tranche.
The Debenture Holder(s) holding an aggregate amount representing not less than 75% (Seventy
Five Percent) of the outstanding value of the Debentures.
Stock Broker Regulations SEBI (Stock Broker and Sub-brokers) Regulation, 1992, as amended/replaced from time to time.
means and refers to the Debenture Trust Deed, the Debenture Trustee Appointment Agreement,
the Memorandum of Hypothecation, this Shelf Placement Memorandum and the Supplemental
Transaction Documents
Placement Memorandum executed/issued or to be executed/ to be issued in relation to the
Debentures.
7
Shelf Placement Memorandum
CONTENTS
8
Shelf Placement Memorandum
GENERAL DISCLAIMER
This Shelf Placement Memorandum read together with any Supplemental Placement Memorandum (s) (the Shelf Placement
Memorandum and Supplemental Placement Memorandum are hereinafter collectively referred to as “Placement
Memorandum”), is neither a prospectus nor a statement in lieu of prospectus under the Companies Act, 2013. This
document does not constitute an offer to the public generally to subscribe for or otherwise acquire the Debentures to be
issued by the Company.
This Placement Memorandum has been prepared in conformity with the Securities Exchange Board of India (Issue and
Listing of Non-Convertible Securities) Regulations, 2021 issued vide circular number SEBI/LAD-NRO/GN/2021/39 dated
August 09, 2021, as amended from time to time, the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 issued vide Circular No. Sebi/Lad-Nro/Gn/2015-16/013 dated September 02,
2015, as amended form time to time, the Operational Circular issued by Securities Exchange Board of India vide circular
number SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021, as amended from time to time, Section 42 of the
Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014.
No person has been authorized to give any information or to make any representation not contained in or incorporated by
reference in this Shelf Placement Memorandum or in any Supplemental Placement Memorandum or in any material made
available by the Company to any potential investor pursuant hereto and, if given or made, such information or representation
must not be relied upon as having been authorized by the Company.
This Shelf Placement Memorandum and the Supplemental Placement Memorandum is for the exclusive use to whom it is
delivered and it should not be circulated or distributed to third party/ (ies). The Issuer certifies that the disclosures made in
this Shelf Placement Memorandum and the Supplemental Placement Memorandum are generally adequate and are in
conformity with the SEBI Regulations.
Apart from the Shelf Placement Memorandum and the Supplemental Placement Memorandum, no offer document or
prospectus has been prepared in connection with this Issue and no prospectus in relation to the Issuer or the Debentures
relating to this offer has been delivered for registration nor is such a document required to be registered under the applicable
laws.
This Shelf Placement Memorandum and the Supplemental Placement Memorandum is issued by the Company and has been
prepared by the Company to provide general information on the Company to potential investors to whom it is addressed and
who are eligible and willing to subscribe to the Debentures and does not purport to contain all the information a potential
investor may require. Where this Shelf Placement Memorandum and the Supplemental Placement Memorandum
summarizes the provisions of any other document, that summary should not be solely relied upon and the relevant document
should be referred to for the full effect of the provisions. Neither this Shelf Placement Memorandum or Supplemental
Placement Memorandum, nor any other information supplied in connection with the Debentures is intended to provide the
basis of any credit or other evaluation. Any recipient of this Shelf Placement Memorandum and the Supplemental Placement
Memorandum should not consider such receipt a recommendation to purchase the Debentures. Each potential investor
contemplating the purchase of any Debentures should make its own independent investigation of the financial condition and
affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own
legal, regulatory, tax, financial, accounting, and/or other professional advisors as to the risks and investment considerations
arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and
the suitability of such investment to such potential investor’s particular circumstances.
This Shelf Placement Memorandum and the Supplemental Placement Memorandum shall not be considered as a
recommendation to purchase the Debentures and recipients are urged to determine, investigate and evaluate for themselves,
the authenticity, origin, validity, accuracy, completeness and adequacy or otherwise the relevance of information contained
in this Shelf Placement Memorandum and the Supplemental Placement Memorandum. The recipients are required to make
their own independent valuation and judgment of the Company and the Debentures. It is the responsibility of potential
investors to ensure that if they sell/ transfer these Debentures, they shall do so in strict accordance with this Shelf Placement
Memorandum and the Supplemental Placement Memorandum and other applicable laws, so that the sale does not constitute
an offer to the public, within the meaning of the Act. The potential investors should also consult their own tax advisors on
the tax implications relating to acquisition, ownership, sale or redemption of the Debentures and in respect of income arising
thereon. Investors are also required to make their own assessment regarding their eligibility for making investment(s) in the
Debentures. The Company or any of its directors, employees, advisors, affiliates; subsidiaries or representatives do not
accept any responsibility and/ or liability for any loss or damage however arising and of whatever nature and extent in
connection with the said information.
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Shelf Placement Memorandum
As per the applicable provisions of the Companies Act and the SEBI Debt Listing Regulations, it is not necessary for a copy
of this Shelf Placement Memorandum and/or any Supplemental Placement Memorandum to be filed with or submitted to
the SEBI for its review and / or approval. Further, since the Issue is being made on a private placement basis, the provision
of Section 26 of the Companies Act shall not be applicable and accordingly, a copy of this Shelf Placement Memorandum
and the Supplemental Placement Memorandum has not been filed with the Registrar of Companies.
This Shelf Placement Memorandum and the Supplemental Placement Memorandum contents hereof are addressed only to
the intended recipients who have been addressed directly and specifically through a communication by the Company. All
potential investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this
Issue. The contents of this Shelf Placement Memorandum and the Supplemental Placement Memorandum are intended to be
used only by those potential investors to whom it is distributed. It is not intended for distribution to any other person and
should not be reproduced by the recipient or made public or its contents disclosed to a third person. No invitation is being
made to any person other than the investor to whom this Shelf Placement Memorandum and the Supplemental Placement
Memorandum has been sent. Any application by a person to whom this Shelf Placement Memorandum and Supplemental
Placement Memorandum has not been sent by the Company may be rejected without assigning any reason.
Invitations, offers and sales of Debentures shall only be made pursuant to this Shelf Placement Memorandum and the
Supplemental Placement Memorandum. You may not and are not authorised to: (1) deliver this Shelf Placement
Memorandum and the Supplemental Placement Memorandum to any other person; or (2) reproduce this Shelf Placement
Memorandum and the Supplemental Placement Memorandum in any manner whatsoever. Any distribution or reproduction
or copying of this Shelf Placement Memorandum and the Supplemental Placement Memorandum in whole or in part or any
public announcement or any announcement to third parties regarding the contents of this Shelf Placement Memorandum and
the Supplemental Placement Memorandum is unauthorised. Failure to comply with this instruction may result in a violation
of applicable laws of India and/or other jurisdictions. This Shelf Placement Memorandum and the Supplemental Placement
Memorandum has been prepared by the Company for providing information in connection with the proposed Issue.
Neither the delivery of the Shelf Placement Memorandum nor the issue of any Debentures made thereunder shall, under any
circumstances, constitute a representation or create any implication that there has been no change in the affairs of the
Company since the date thereof.
This Issue is a domestic issue restricted to India and no steps have been taken or will be taken to facilitate the Issue in any
jurisdictions other than India. Hence, this Shelf Placement Memorandum and the Supplemental Placement Memorandum
does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in
which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or
solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Shelf Placement
Memorandum and the Supplemental Placement Memorandum in any jurisdiction where such action is required. This Shelf
Placement Memorandum and the Supplemental Placement Memorandum is not intended for distribution to, or use by, any
person or entity in any jurisdiction or country where distribution or use of such information would be contrary to law or
regulation. Persons into whose possession this Shelf Placement Memorandum and the Supplemental Placement
Memorandum comes are required to inform themselves about and to observe any such restrictions. This Shelf Placement
Memorandum and the Supplemental Placement Memorandum is made available to potential investors in the Issue on the
strict understanding that it is confidential and may not be transmitted to others, whether in electronic form or otherwise.
Each of the notices and disclaimers set out in this Shelf Placement Memorandum shall, ipso facto, without the requirement
of any further act, deed or reference by the Company, unless specifically further modified/updated in the Supplemental
Placement Memorandum mutatis mutandis be deemed to apply to and be repeated in each Supplemental Placement
Memorandum, issued by the Company in relation to any Series of the Debentures.
Investors to note that the board of directors of Shriram Transport Finance Company Limited (“STFCL”) in its meeting held
on December 13, 2021 had approved a Composite Scheme of Arrangement and Amalgamation ("Scheme"), inter alia,
involving amalgamation of Shriram Capital Limited (after de-merger of a few undertakings from the said Shriram Capital
Limited (“SCL”) and Shriram City Union Finance Limited (“SCUF”, collectively with SCL, the “Merged Entities”) with
STFCL under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. STFCL had obtained
approvals/no objection to the Scheme from various statutory authorities, as applicable, and had filed the petition before the
Hon’ble National Company Law Tribunal, Chennai Bench (“NCLT”) for sanction of the Scheme, which was listed for final
hearing on October 19, 2022. The NCLT has by a common order pronounced on November 09, 2022, sanctioning the
scheme. On November 14, 2022, the Company received the certified true copy of the common order dated November 14,
2022 issued by the NCLT sanctioning the Scheme. The appointed date of the Scheme was April 1, 2022 and the Scheme
was effective from the date on which the common order of the Hon’ble NCLT was filed with the Registrar of Companies,
Chennai. Further, pursuant to the common order of the Hon’ble NCLT and consequent upon receipt of fresh ‘Certificate of
Incorporation pursuant to change of name’ the name of Shriram Transport Finance Company Limited has been changed to
Shriram Finance Limited (“SFL”).
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In view of the aforesaid, investors to note that the consolidated information (including financial information) of SFL has not
been prepared; however, information in relation to the Merged Entities have been separately provided under Annexure XII
of this Shelf Placement Memorandum to provide appropriate disclosure for the Merged Entities in accordance with the SEBI
Debt Listing Regulations. Unless otherwise provided for, all disclosures under this Shelf Placement Memorandum relate to
the erstwhile STFCL (i.e. SFL) and do not, unless expressly highlighted, cover disclosures for the other Merged Entities.
ISSUER’S ABSOLUTE RESPONSIBILITY: The Issuer, having made all reasonable inquiries, accepts responsibility for and
confirms that this Shelf Placement Memorandum and the Supplemental Placement Memorandum contains all information with regard
to the Issuer and the Issue which is material in the context of the Issue, that the information contained in the Shelf Placement
Memorandum and the Supplemental Placement Memorandum is true and correct in all material aspects and is not misleading in any
material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of
which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading.
adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained
from the use of such information. Most entities whose bank facilities / instruments are rated by the Rating Agency(ies) have
paid a credit rating fee, based on the amount and type of bank facilities / instruments.
EACH PERSON RECEIVING THIS SHELF PLACEMENT MEMORANDUM ACKNOWLEDGES THAT SUCH
PERSON:
(a) has reviewed the terms and conditions applicable to the Debentures as contained in this Shelf Placement Memorandum
and has understood the same, and, on an independent assessment thereof, found the same acceptable for the investment
made and has also reviewed the risk disclosures contained herein and has understood the risks, and determined that the
investment in the Debentures is a suitable investment and that the Debenture Holders can bear the economic risk of
that investment;
(b) has received all the information believed by it to be necessary and appropriate or material in connection with, and for
investment in the Debentures;
(c) has sufficient knowledge, experience and expertise as an investor, to make the investment in the Debentures;
(d) has not relied on either the Company or any of its affiliate, associate, holding, subsidiary or group entities or any
person acting in its or their behalf for any information, advice or recommendations of any sort except as regards the
accuracy of the specific factual information about the terms of the Debentures set out in this Shelf Placement
Memorandum;
(e) has understood that information contained in this Shelf Placement Memorandum is not to be constructed as business or
investment advice;
(f) has made an independent evaluation and judgment of all risks and merits before investing in the Debentures;
(g) has understood that the Debentures, even after being listed, may not be marketable or may not have a market at all;
(h) has legal ability to invest in the Debentures and the investment does not contravene any provision of any law,
regulation or contractual restriction or obligation or undertaking binding on or affecting the Debenture Holders or its
assets.
Neither the delivery of this Shelf Placement Memorandum and/or any Supplemental Placement Memorandum (s) nor any
sale of Debentures made hereunder shall, under any circumstances, constitute a representation or create any implication that
there has been no change in the affairs of the Issuer since the date hereof. However, the Company shall in each
Supplemental Placement Memorandum highlight the material changes, if any, in the information about the Company
contained in this Shelf Placement Memorandum.
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Shelf Placement Memorandum
The following are some of the important factors that could cause actual results to differ materially from the
Company’s expectations:
The following are the risks envisaged by the management of the Company relating to the Company, the Debentures
and the market in general. Potential investors should carefully consider all the risk factors stated in this Shelf
Placement Memorandum and/or the relevant Supplemental Placement Memorandum (s) and/or the Private Placement
Offer cum Application Letter(s) in relation to the Debentures for evaluating the Company and its business and the
Debentures before making any investment decision relating to the Debentures. The Company believes that the factors
described below represents the principal risks inherent in investing in the Debentures but does not represent that the
statements below regarding the risks of holding the Debentures are exhaustive. The ordering of the risk factors is
intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk
factor over another. Potential Investors should also read the detailed information set out elsewhere in this Shelf
Placement Memorandum and in the relevant Supplemental Placement Memorandum (s) and/or the Private Placement
Offer cum Application Letter(s) and reach their own views prior to making any investment decision.
If any one of the following stated risks actually occurs, the Company’s business, financial conditions and results of
operations could suffer and, therefore, the value of the Company’s Debentures could decline and/or the Company’s
ability to meet its obligations in respect of the Debentures could be affected. More than one risk factor may have
simultaneous effect with regard to the Debentures such that the effect of a particular risk factor may not be predictable.
In addition, more than one risk factor may have a compounding effect which may not be predictable. No prediction
can be made as to the effect that any combination of risk factors may have on the value of the Debentures and/or the
Company’s ability to meet its obligations in respect of the Debentures.
These risks and uncertainties are not the only issues that the Company faces. Additional risks and uncertainties not
presently known to the Company or that the Company currently believes to be immaterial may also have a material
adverse effect on its financial condition or business. Unless specified or quantified in the relevant risk factors, the
Company is not in a position to quantify the financial or other implications of any risk mentioned herein below.
1. Instability of global and Indian economies and banking and financial sectors could affect the liquidity of our
Company, which could have a material adverse effect on our Company’s financial condition.
The credit markets in India have faced significant volatility, dislocation and liquidity constraints in the past
three financial years. The instability in the Indian credit markets has in the past resulted from significant write
downs of asset value of financial institutions including banks (primarily in the public sector), housing finance
companies and non-banking financial companies.
Any protracted instability in the Indian credit markets or other macro-economic factors which may impact the
overall liquidity available in the Indian credit markets in general or the amount of credit available to non-
banking financial companies in particular, could adversely impact our ability to raise funds in a timebound
manner and at commercially acceptable terms.
Non-availability of credit may lead to disruption in our business, including asset-liability mismatches and an
inability to grow our business, and may require our Company to seek alternate sources of funding, which may
not be available on commercially acceptable terms or at all.
2. Our financial performance is highly sensitive to interest rate volatility and our lending and treasury
operations may be impacted by any volatility in such interest rates, which could cause our net interest
income and margins to decline and adversely affect our return on assets and profitability.
Our results of operations are substantially dependent upon the level of our net interest margins. As of December
31, 2022, our gross loan assets were Rs. 175,841.22 crores. We provide loans at fixed rates of interest. We
borrow funds on both fixed and floating rates. We are exposed to interest rate risks as a result of lending to
customers predominantly at fixed interest rates (and we typically do not have an escalation clause in our
agreements), amounts and for periods which may differ from our funding sources. Interest rates are highly
sensitive to many factors beyond our control, including the monetary policies of the RBI, deregulation of the
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financial sector in India, domestic and international economic and political conditions and other factors, which
have historically generated a high degree of volatility in interest rates in India. Difficult conditions in the global
and Indian economy can affect the availability of credit. Volatility in interest rates in our borrowing operations
can materially and adversely affect our financial performance and cash flows. In a rising interest rate
environment, if the yield on our interest-earning assets does not increase simultaneously with or to the same
extent as our cost of funds, or, in a declining interest rate environment, if our cost of funds does not decline
simultaneously or to the same extent as the yield on our interest-earning assets, our net interest income and net
interest margin would be adversely impacted. Additional risks arising from increasing interest rates, among
others, include:
increases in the rates of interest charged on various loans in our loan portfolio, which could result in the
extension of loan maturities and higher monthly instalments due from borrowers which, in turn, could
result in higher rates of default;
reductions in the volume of loans as a result of clients’ inability to service high interest rate payments;
and
reduction in the value of fixed income securities held in our investment portfolio.
Accordingly, our operations are susceptible to fluctuations in interest rates. Interest rates are highly sensitive
and fluctuations thereof are dependent upon many factors which are beyond our control, including the monetary
policies of the RBI, de-regulation of the financial services sector in India, domestic and international economic
and political conditions, inflation and other factors, which may also adversely affect our treasury operations.
Difficult conditions in the global and Indian economy can affect the availability of credit. In a rising interest
rate environment, especially if the rise is sudden or sharp, we could be adversely affected by the decline in
market value of our securities portfolio and other fixed income securities. We cannot assure that we will enter
into any interest rate hedging instruments to adequately hedge against interest rate volatility in the future.
3. Our business requires raising substantial capital through borrowings and any disruption in funding sources
would have a material adverse effect on our liquidity, financial condition and/or cash flows.
As an asset finance company, our liquidity and on-going profitability are, in large part, dependent upon our
timely access to, and the costs associated with, raising capital. As of December 31, 2022, 77.51% of our
borrowed funds consisted of funds raised from financial institutions and banks (including public issues of non-
convertible debentures), while the remaining 22.49% consisted of funds raised through retail borrowings
(deposits). Our funding requirements are predominantly met through term loans from banks (including cash
credit and external commercial borrowings,), the issue of redeemable non-convertible debentures and deposits
(including public and corporate deposits), which constituted 26.28% 21.26% and 22.49% of our total
borrowings, respectively, as of December 31, 2022. Our credit providers include nationalised banks, private
Indian banks, foreign institutional investors and foreign banks and we also rely on domestic retail investors.
Our business, therefore, depends and will continue to depend on our ability to access diversified funding
sources. Our ability to raise funds on acceptable terms and at competitive rates continues to depend on various
factors including our credit ratings, the economic and regulatory environment and policy initiatives in India,
developments in the international markets whether affecting the Indian economy or not, investors’ and/or
lenders’ perception of demand for debt and equity securities of NBFCs and our current and future results of
operations and financial condition. Changes in economic and financial conditions or continuing lack of liquidity
in the market could make it difficult for us to access funds at competitive rates. Any such disruption in our
ability to access primary funding sources at competitive costs would have a material adverse effect on our
liquidity, financial condition and/or cash flows.
4. If we are unable to manage the level of non-performing assets or stage 3 in our loan portfolio, our financial
position, results of operations and cash flows may suffer.
In the past, we have seen increasing levels of Stage 3 Assets in our loan portfolio. As per our Standalone
Financial Statements, our gross Stage 3 Assets were Rs. 11,058.61 crores as on December 31, 2022 and our net
Stage 3 Assets were Rs 5,450.55 crore as on December 31, 2022 . As per our Standalone Financial Statements,
our Stage 3 Assets as a percentage of total loan assets was 6.29% as at December 31, 2022, and our net Stage 3
Assets as a percentage of net loan assets was 3.20% as at December 31, 2022.
We cannot be sure that we will be able to further improve our collections and recoveries in relation to our Stage
3 Assets, or otherwise adequately control our level of Stage 3 Assets in the future. We have also seen an
increase in our gross Stage 3 Assets on account of changes in RBI regulations pertaining to time period for
classification of our assets as Stage 3 Assets s in the past. Any further changes in RBI norms may cause further
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In certain cases where a customer has delayed payments but has demonstrated an ability to continue servicing
the relevant loan, we generally do not enforce the security but we allow the loan to remain outstanding and
continue without restructuring, which can adversely affect the position of our asset quality and Stage 3
Assets/ECL provisioning. There can also be no assurance that in such cases the customer would not continue to
delay payments, which could adversely affect our profitability and cash flows.
If we are not able to control or reduce our level of Stage 3 Assets, the overall quality of our loan portfolio may
deteriorate, and our results of operations and/or cash flows may be adversely affected. Furthermore, in future
our provisions may not be adequate when compared to the loan portfolios of other financial institutions.
Moreover, there also can be no assurance that there will be no further deterioration in our provisioning
coverage as a percentage of Stage 3 Provision coverage as a percentage of Stage 3 Assets or otherwise, or that
the percentage of Stage 3 Assets that we will be able to recover will be similar to our past experience of
recoveries of Stage 3 Assets. In the event of any deterioration in our Stage 3 Assets /impaired portfolio, there
could be an even greater adverse impact on our results of operations and/or cash flows.
The RBI regulates some aspects of the recovery of non-performing loans, such as the use of recovery agents.
Any limitation on our ability to recover, control and reduce non-performing loans as a result of these guidelines
or otherwise could affect our collections and ability to foreclose on existing Stage 3 Assets.
As of December 31, 2022, our Stage 3 Provision coverage was 50.71%. In the event the overall credit quality of
our loans deteriorates, the current level of our provisioning may be inadequate to cover the increase in our
Stage 3 Assets. There can be no assurance that there will be no deterioration in the provisioning coverage as a
percentage of gross Stage 3 Assets or otherwise or that the percentage of Stage 3 Assets that we will be able to
recover will be similar to our past Stage 3 Assets recovery experience.
5. Significant portfolio of our business is focused on commercial vehicle finance for new and pre-owned
commercial vehicles and any adverse developments in this sector and the automobile and transportation
industry would adversely affect our results of operations
As we predominantly focus on providing financing for pre-owned and new commercial vehicles, our asset and
Stage 3 Assets portfolios have, and will likely continue in the future to have, a high concentration of pre-owned
and new commercial vehicle financing arrangements. As of December 31, 2022, our product portfolio
comprised of commercial vehicle financing of 51.1%, passenger vehicles 17.9%, construction equipment 7.8%,
Farm equipment 1.9%, MSME 9.9%, Two wheelers 5.6%, Gold 2.5%, Personal loans and other loans 3.3%
respectively.
Significant portfolio of our business is, therefore, entirely dependent on various factors that impact this vehicle
segment such as the demand for transportation services in India, changes in Indian regulations and policies
affecting pre-owned commercial vehicles, natural disasters and calamities, and the macroeconomic
environment in India and globally. For example, prolonged lockdown due to the COVID-19 pandemic resulted
in the RTOs and dealers being closed for operations during which period, no fresh registration of vehicles was
possible. Further, the MoRTH has introduced a vehicle scrappage policy, which reduces the overall life and
road-worthiness of commercial vehicles or lead to a shift in preference for newer vehicles. Such factors may
result in a decline in the sales or value of pre-owned commercial vehicles. Therefore, the demand for finance
for pre-owned commercial vehicles may decline, which in turn may adversely affect our financial condition, the
results of our operations and/or cash flows. In addition, the ability of commercial vehicle owners and/or
operators to perform their obligations under existing financing agreements may be adversely affected if their
businesses suffer.
Our business, to a large extent, depends on the continued growth in the automobile and transportation industry
in India, which is influenced by a number of extraneous factors which are beyond our control, inter-alia
including (a) the macroeconomic environment in India, (b) the demand for transportation services, (c) natural
disasters and calamities, and (d) changes in regulations and policies in connection with motor vehicles. Such
factors may result in a decline in the sales or value of new and pre-owned CVs.
6. High levels of customer defaults could adversely affect our business, financial condition, results of
operations and/or cash flows.
We are subject to customer default risks including default or delay in repayment of principal or interest on our
loans. Customers may default on their obligations to us as a result of various factors including bankruptcy, lack
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of liquidity, lack of business and operational failure. If borrowers fail to repay loans in a timely manner or at
all, our financial condition, results of operations and/or cash flows will be adversely impacted.
In addition, certain customer portfolio lacks banking habits and individual borrowers generally are less
financially resilient than larger corporate borrowers and, as a result, they can be more adversely affected by
declining economic conditions and become unable to make timely payments in respect of the loans availed by
them. In addition, majority of our client base belongs to the low and middle-income group. Some of the
customers that we finance often do not have any credit history supported by tax returns and other related
documents which would enable us to assess their creditworthiness.
Furthermore, unlike several developed economies, a nationwide credit bureau covering our customers does not
exist, so there is less financial information available about the creditworthiness of individuals, particularly our
client segment that is mainly from the low-income group and which typically has limited access to other
financing sources. It is therefore difficult to carry out precise credit risk analyses on our clients. Although we
follow certain procedures to evaluate the credit profile of our customers at the time of sanctioning a loan, we
generally rely on the referrals from the local community and value of the asset provided as underlying collateral
rather than on a stringent analysis of the credit profile of our customers. We may also not receive updated
information regarding any change in the financial condition of our customers or may receive inaccurate or
incomplete information as a result of any fraudulent misrepresentation on the part of our customers. Although
we believe that our risk management controls are sufficient, we cannot be certain that they will continue to be
sufficient or that additional risk management policies for individual borrowers will not be required.
Failure to continuously monitor the loan contracts, particularly for individual borrowers, could adversely affect
our credit portfolio which could have a material and adverse effect on our results of operations, financial
condition and/or cash flows.
7. We may not be able to recover, on a timely basis or at all, the full value of collateral or amounts which are
sufficient to cover the outstanding amounts due under defaulted loans, which could adversely affect our
business and results of operations.
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Our secured AUM are typically secured by a mix of both movable and immovable assets or other forms of
collateral, depending on the nature of the product. The value of certain types of assets may decline due to
inherent operational risks, the nature of the asset secured in our favour and adverse market and economic
conditions.
For instance, in commercial/passenger vehicle loans and two-wheeler financing segments, the vehicles
purchased by our customers are hypothecated in our favour as security for the loans provided by us. The value
of the equipment or vehicles, however, is subject to depreciation or a reduction in value on account of a number
of external factors (such as wear and tear), over the course of time. Consequently, the realizable value of the
collateral for the loan provided by us, when liquidated, may be lower than the outstanding loan from such
customers. Any default in repayment of the outstanding credit obligations by our customers may expose us to
losses. Further, in the case of a default, we typically repossess the asset financed and sell such vehicles through
auctions. The hypothecated vehicles, being movable property, may be difficult to locate or seize in the event of
any default by our customers.
For personal loans and loans to small enterprises, we typically require immovable or movable property to be
provided as collateral for the value of the loan amount. In cases where the borrower is unable to provide
immovable or movable property as collateral, the borrower is typically required to furnish a guarantee. Any
deterioration in the value of collateral or our failure to enforce such guarantees or to enforce our interests in
such collateral in a timely manner, or at all, could adversely affect our operations and profitability.
For gold loans provided by us, gold jewellery and/or ornaments are provided as collateral. An economic
downturn or sharp downward movement in the price of gold could result in a fall in collateral values. In the
event of any decrease in the price of gold, customers may not repay their loans and the collateral gold jewellery
securing the loans may have decreased significantly in value. If the price of gold decreases significantly, our
financial condition and results of operations from this business product may be adversely affected. The impact
on our financial position and results of operations of a decrease in gold values cannot be reasonably estimated
because the market and competitive response to changes in gold values is not predeterminable. Additionally, we
may not be able to realize the full value of the collateral, due to, among other things, inaccurate or fraudulent
appraisal of gold by our workforce resulting in overvaluation, defects in the quality of gold or wastage on
melting gold jewellery into gold bars.
Our housing loans are secured primarily by equitable or registered mortgages over property. Accordingly, a
substantial portion of our loan portfolio is exposed to fluctuations in real estate prices and any negative events
affecting the real estate sector. The value of real estate properties secured under our loans is largely dependent
on prevalent real estate market conditions, as well the quality of the construction and the quality of the relevant
developer. The value of the collateral on the loans disbursed by us may decline due to adverse market
conditions including an economic downturn or a downward movement in real estate prices. Any developments
or events that adversely affect the real estate sector, including without limitation, changes in government
policies, introduction of any stringent norms regarding construction, floor space index or other compliances,
may also result in diminishing the value of our collaterals. If any of the projects which form part of our
collateral are delayed for any reason, it may affect our ability to enforce our security, thereby effectively
diminishing the value of such security. Further, certain ownership documents of the immovable properties that
are mortgaged to us may not be duly registered or adequately stamped. Failure to adequately stamp and register
a document renders the document inadmissible in evidence. Consequently, should any default arise in relation
to the corresponding loans, we may be unable to, or may incur additional expenses to, enforce our rights in
relation to such mortgaged properties.
We may also be adversely affected by the failure of our employees to comply with internal procedures and
inaccurate appraisal of credit or financial worth of our customers. In the event we are unable to check the risks
arising from improper appraisal of creditworthiness, our business and results of operations may be adversely
affected.
Any default in repayment of the outstanding credit obligations by our customers, or failure or delay to recover
the expected value from sale of collateral security may expose us to potential losses, which could adversely
affect our financial condition and results of operations. Furthermore, enforcing our legal rights by litigating
against defaulting customers is typically a slow and expensive process in India. Accordingly, it may be difficult
for us to recover amounts owed by defaulting customers in a timely manner or at all.
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8. We operate in an increasingly competitive financial services industry, which creates significant pricing
pressures and may adversely affect our net interest margins, income and market share. Further, our growth
depends on our ability to compete effectively in this competitive environment.
The financial services market is being served by a range of financial entities, including traditional banking
institutions, public sector banks, NBFCs and small finance banks. Our competitors may have greater financial
resources, may be larger in terms of business volume and customer base, have greater brand recognition among
customers, better institutional distribution platforms, may have more attractive schemes for customers and may
have lower cost of funds compared to us. Moreover, as interest rate is a key factor driving a customers’ decision
in selecting a financier, competitors may offer loans at lower rates, owing to access to lower cost of capital, to
retain market share. This competition is likely to further intensify as more and more international and domestic
players enter into Indian financial services industry as a result of regulatory changes. Our future success will
depend, to a large extent, on our ability to respond in a timely and effective manner to these competitive
pressures. There can be no assurance that we will be able to compete successfully with such competitors and
gain market share.
Our primary competition historically has been private unorganized financiers who principally operate in the
local market. However, the significant growth in the retail finance segment in recent periods has attracted
private banks and NBFCs increasing their focus on this segment. In addition, interest rate deregulation and
other liberalization measures have resulted in increased competition.
If we are unable to compete effectively with other participants in the retail finance sector, our business, future
financial performance and the trading price of the Equity Shares may be adversely affected.
9. There are outstanding legal proceedings against our Company which may adversely affect our business,
financial condition and results of operations.
There are outstanding legal proceedings against our Company that are in the ordinary course of business or are
incidental to our business and operations, including certain criminal proceedings, civil proceedings and tax
proceedings and cases under the Negotiable Instruments Act, 1881, which, if determined against us, could have
a material adverse effect on our goodwill, financial condition, results of operations and cash flows. These
proceedings are pending at different levels of adjudication before various courts and tribunals, primarily
relating to civil suits and tax disputes.
Further, there can be no assurance that the pending proceedings will be decided in our favour or that penal or
other action will not be taken against our Company and/or any senior management party to such proceedings
and/or or that the provisions we make will be adequate to cover all losses we may incur in such proceedings, or
that our actual liability will be as reflected in any provision that we have made in connection with any such
legal proceedings. We may be required to devote management and financial resources in the defence or
prosecution of such legal proceedings. If a number of these disputes are determined against our Company and if
our Company is required to pay all or a portion of the disputed amounts or if we are unable to recover amounts
for which we have filed recovery proceedings, there could be a material and adverse impact on our reputation,
business, financial condition and results of operations.
In addition, should any new developments arise, such as changes in Indian law or rulings against us by the
regulators, appellate courts or tribunals, we may need to make provisions in our financial statements, which
could increase our expenses and current liabilities. If we fail to successfully defend our claims or if our
provisions prove to be inadequate, our business, results of operations and financial condition could be adversely
affected.
We may be affected by the failure of employees to comply with internal procedures and the inaccurate appraisal
of credit or financial worth of our clients. Inaccurate appraisal of credit may allow a loan sanction which may
eventually result in a bad debt on our books of accounts. In the event that we are unable to check the risks
arising out of such lapses, our business and results of operations may be adversely affected.
11. Large part of our collections are in cash and consequently we face the risk of misappropriation or fraud by
our employees.
Large portion of our collections from our customers is in cash. Large cash collections expose us to the risk of
fraud, misappropriation or unauthorised transactions by our employees responsible for dealing with such cash
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collections. While we have taken insurance policies and coverage for cash in safes and in transit and undertake
measures to detect and prevent any unauthorised transaction, fraud or misappropriation by our representatives
and officers, this may not be sufficient to prevent or deter such activities in all cases, which may adversely
affect our operations, profitability and/or cash flows. Further, we may be subject to regulatory or other
proceedings in connection with any unauthorised transaction, fraud or misappropriation by our representatives
and employees, which could adversely affect our goodwill, business prospects and future financial
performance.
Our business is also susceptible to fraud by dealers, distributors and other agents through the forgery of
documents and unauthorized collection of instalments on behalf of our Company. Given the high volume of
transactions involving cash processed by us, certain instances of fraud and misconduct by our representatives or
employees may go unnoticed for some time before they are discovered, and others successfully rectified. Even
when we discover instances of fraud and other misconduct and pursue legal recourse or file claims with our
insurance carriers, there can be no assurance that we will recover any amounts lost through such fraud or other
misconduct.
12. Our significant indebtedness and the conditions and restrictions imposed by our financing arrangements
could restrict our ability to conduct our business and operations in the manner we desire. If we are not in
compliance with the covenants contained in such financial arrangements, including obtaining the relevant
consents from our lenders for the Issue, our lenders could accelerate their respective repayment schedules,
and enforce their respective security interests, which would lead to an adverse effect on our business, results
of operations and financial condition.
As per our Standalone Financial Statements, as of December 31, 2022, we had outstanding secured debt of Rs.
1,14,102.78 crore and unsecured debt of Rs. 39,224.79 crore. We will continue to incur additional indebtedness
in the future. Most of our borrowings are secured by our immovable, movable and other assets. Our significant
indebtedness could have several important consequences, including but not limited to the following:
a portion of our cash flow may be used towards repayment of our existing debt, which will reduce the
availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general
corporate requirements;
our ability to obtain additional financing in the future at reasonable terms may be restricted or our cost
of borrowings may increase due to sudden adverse market conditions, including decreased availability of
credit or fluctuations in interest rates;
fluctuations in market interest rates may affect the cost of our borrowings, as some of our indebtedness
is at variable interest rates;
there could be a material adverse effect on our business, financial condition, results of operations and/or
cash flows if we are unable to service our indebtedness or otherwise comply with financial and other
covenants specified in the financing agreements; and
we may be more vulnerable to economic downturns, may be limited in our ability to withstand
competitive pressures and may have reduced flexibility in responding to changing business, regulatory
and economic conditions.
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Some of our financing agreements also include various conditions and covenants that require us to obtain
lender consents prior to carrying out certain activities and entering into certain transactions. Failure to meet
these conditions or obtain these consents could have significant consequences on our business and operations.
Specifically, under some of our financing agreements, we require, and may be unable to obtain, consents from
the relevant lenders for, among others, the following matters: entering into any scheme of merger; spinning-off
of a business division; selling or transferring all or a substantial portion of our assets; making any change in
ownership or control or constitution of our Company; making amendments in our Memorandum and Articles of
Association and creating any further security interest on the assets upon which the existing lenders have a prior
charge. Our financing agreements also typically contain certain financial covenants including the requirement
to maintain, among others, specified debt-to-equity ratios, debt-to-net worth ratios, or Tier I to Tier II capital
ratios that may be higher than statutory or regulatory requirements. These covenants vary depending on the
requirements of the financial institution extending the loan and the conditions negotiated under each financing
document. Such covenants may restrict or delay certain actions or initiatives that we may propose to take from
time to time.
A failure to observe the covenants under our financing arrangements or to obtain necessary consents required
thereunder may lead to the termination of our credit facilities, acceleration of all amounts due under such
facilities and the enforcement of any security provided. Any acceleration of amounts due under such facilities
may also trigger cross default provisions under our other financing agreements. If the obligations under any of
our financing documents are accelerated, we may have to dedicate a substantial portion of our cash flow from
operations to make payments under such financing documents, thereby reducing the availability of cash for our
working capital requirements and other general corporate purposes. Further, during any period in which we are
in default, we may be unable to raise, or face difficulties raising, further financing. Any of these circumstances
could adversely affect our business, credit rating, financial condition, results of operations and/or cash flows.
13. If the performance of our portfolios relating to various credit and financing facilities deteriorates, our
business, financial condition, results of operations and/or cash flows may be adversely affected.
We have in the past acquired and may in the future continue to acquire, portfolios relating to various credit and
financing facilities from various originators including banks and other institutions, in the ordinary course of our
business.
There can be no assurance that we will not experience any deterioration in the performance of any loan
portfolio acquired by us or that may be acquired by us in the future. Any deterioration in such loan portfolios
acquired by us, and an inability to seek recourse against loan portfolio originators, or otherwise recover the
investments made in connection with the acquisition of such loan portfolios, would adversely impact our
earnings realised from such loan portfolios and may adversely affect our business, financial condition and
results of operations.
14. We face increasing competition in our business which may result in declining margins if we are unable to
compete effectively.
Our primary competition historically has been private unorganised financiers who principally operate in the
local market. However, the significant growth in the retail finance segment in recent periods has resulted in
various banks and non-banking finance companies increasing their focus on this sector. In addition, interest rate
deregulation and other liberalisation measures have resulted in an increase in competition.
All of these factors have resulted in our Company facing increased competition from other lenders in the retail
finance sector, including commercial banks and other NBFCs. Our ability to compete effectively will depend,
to some extent, on our ability to raise low cost funding in the future. Furthermore, as a result of increased
competition in the retail finance sector, the financial products are becoming increasingly standardised and
variable interest rate and payment terms and lower processing fees are becoming increasingly common in the
retail finance sector in India. There can be no assurance that we will be able to react effectively to these or other
market developments or compete effectively with new and existing players in the increasingly competitive
finance industry. Increasing competition may have an adverse effect on our net interest margin and other
income, and if we are unable to compete successfully, our market share may decline.
If we are unable to compete effectively with other participants in our business, future financial performance and
the trading price of the Debentures may be adversely affected.
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In recent years, we have experienced substantial growth. Our growth strategy includes growing our branch
network and presence in rural centres. There can be no assurance that we will be able to sustain our growth
strategy successfully or that we will be able to expand further or diversify our product portfolio. If we grow our
branch network and presence too rapidly or fail to make proper assessments of credit risks associated with new
borrowers, a higher percentage of our loans may become non-performing, which would have a negative impact
on the quality of our assets and our financial condition.
We also face a number of operational risks in executing our growth strategy. We have experienced rapid
growth in our retail finance business; our branch network has expanded significantly, and we are entering into
new, smaller towns and cities within India as part of our growth strategy. Our rapid growth exposes us to a
wide range of increased risks, including business risks, such as the possibility that a number of our impaired
loans may grow faster than anticipated, as well as operational risks, fraud risks and regulatory and legal risks. It
will also place significant demands on our management, financial and other resources and will require us to
continuously develop and improve our operational, financial and internal controls. Moreover, our ability to
sustain our rate of growth depends significantly upon our ability to manage key issues such as selecting and
retaining key managerial personnel, maintaining effective risk management policies, continuing to offer
products which are relevant to our target base of clients, developing managerial experience to address emerging
challenges and ensuring a high standard of client service. We will need to recruit new employees, who will
have to be trained and integrated into our operations. We will also have to train existing employees to adhere
properly to internal controls and risk management procedures. Failure to train our employees properly may
result in an increase in employee attrition rates, require additional hiring, erode the quality of customer service,
divert management resources, increase our exposure to high-risk credit and impose significant costs on us.
16. We may not be able to successfully consolidate and expand our product portfolio.
We intend to consolidate and expand our product portfolio as part of our growth strategy. As per our
Standalone Financial Statements, as of December 31, 2022, our assets under our management product portfolio
comprised of commercial vehicle financing of 51.1%, passenger vehicles 17.9%, construction equipment 7.8%,
Farm equipments 1.9%, MSME 9.9%, Two wheelers 5.6%, Gold 2.5%, Personal loans and other loans 3.3% ,
respectively of our total AUM.
We cannot assure that such diversification or expansion of operations will in future yield and/or continue to
yield favourable or expected results, including acceptance of any new products/ services and/or business
ventures by customers, as our overall profitability and success will be subject to various factors, including,
among others, our ability to obtain necessary statutory and/or regulatory approvals and licences, our ability to
effectively recruit, retain and motivate appropriate managerial talent and ability to compete with banks and
other NBFCs that are already well established in this market segment, as well as our ability to effectively
absorb additional infrastructure costs. Failure of diversification or expansion may result in our inability to
recover pre-operative expenses and launch costs.
17. Our loan portfolio may no longer continue to be classified as priority sector advances by the RBI.
The RBI currently mandates domestic commercial banks (excluding regional rural banks and small finance
banks) operating in India, including and foreign banks with more than 20 branches in India, to maintain an
aggregate 40% of adjusted net bank credit or a credit equivalent amount of off-balance-sheet exposure,
whichever is higher as “priority sector advances.” These include advances to agriculture, micro, small and
medium enterprises (including SRTOs, which constitute the significant proportion of our loan portfolio), micro
enterprises within the micro and small enterprises sector, export credit, education loans, housing loans, loans
for building social infrastructure and renewable energy and advances to weaker sections where the Government
seeks to encourage flow of credit for developmental reasons. Banks in India that have traditionally been
constrained or unable to meet these requirements organically have relied on specialised institutions such as us
that are better positioned to or exclusively focus on originating such assets through on-lending or purchase of
assets or securitised and assigned pools to comply with these targets. We believe our securitised and assigned
asset pools are particularly attractive to these banks as such transactions provide them with an avenue to
increase their asset base through low-cost investments and limited risk for meeting these targets, through co-
origination of such assets, purchase of assets or investments in securitized assets.
In the event that any part of our loan portfolio is no longer classified as a priority sector advance by the RBI, or
if the commercial banks directly start providing ‘priority sector advances’, or if the laws relating to priority
sector lending as applicable to the banks undergo a change, our ability to securitise our asset pool will be
hampered, which may adversely affect our financial condition, results of operations and/or cash flows. While
scheduled commercial banks may still choose to lend to NBFCs they may charge higher rates to do so because
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these loans no longer count towards their priority sector lending requirements. This may lead to an increase in
the rates at which such loans have historically been offered to us, thus increasing our borrowing costs and
adversely affecting our financial condition and results of operation.
As a result of these developments, our access to funds and the cost of our capital may be adversely affected and
to the extent we are unable to secure replacement funding at similar cost or at all, our results of operations
could be adversely affected.
18. We may experience difficulties in expanding our business into new regions and markets in India.
As part of our growth strategy, we continue to evaluate attractive growth opportunities to expand our business
into new regions and markets in India. Factors such as competition, culture, regulatory regimes, business
practices and customs and customer requirements in these new markets may differ from those in our current
markets, and our experience in our current markets may not be applicable to these new markets. In addition, as
we enter new markets and geographical regions, we are likely to compete not only with other banks and
financial institutions but also the local unorganised or semi-organised private financiers, who are more familiar
with local regulations, business practices and customs, and have stronger relationships with customers. In
particular, some of our competitors may have operational advantages in terms of access to broader knowledge
sources and client base and implementation of newer technologies and rationalizing related operational costs.
As on December 31, 2022, we had 2,901 branches, including 746 branches in rural centres. If we were to
expand our branch network further, any such expansion may be hit by challenges localized to such centres,
including any political instability, terrorism or military conflict in these regions, occurrence of natural or man-
made disasters, infectious disease outbreaks or other serious public health concerns, dependence on adequate
monsoon and lower employment opportunities compared to urban areas. If we grow our branch network and
presence too rapidly or fail to make proper assessments of credit risks associated with new borrowers, a higher
percentage of our loans may become non-performing, which would have a negative impact on the quality of our
assets and our financial condition.
If we plan to expand our geographical footprint, our business may be exposed to various additional challenges,
including: obtaining necessary governmental approvals; identifying and collaborating with local business and
partners with whom we may have no previous working relationship; successfully gauging market conditions in
local markets with which we have no previous familiarity; attracting potential customers in a market in which
we do not have significant experience or visibility; being susceptible to local taxation in additional geographical
areas of India; and adapting our marketing strategy and operations to different regions of India in which
different languages are spoken. Our inability to expand our current operations may adversely affect our
business prospects, financial conditions, results of operations and/or cash flows.
19. Any downgrade of our credit ratings would increase borrowing costs and constrain our access to capital and
lending markets and, as a result, would negatively affect our net interest margin and our business.
The cost and availability of capital is also dependent on our short-term and long-term credit ratings. Ratings
reflect a rating agency’s opinion of our financial strength, operating performance, strategic position and ability
to meet our obligations. Please refer to the table below for the ratings assigned to our short and long term debts,
as of December 31, 2022:
Credit Rating
Instruments Ratings as on December 31, 2022
Agency
Commercial Paper CARE A1+ CARE
Non-convertible debentures CARE AA+/Stable CARE
Subordinated debt CARE AA+/Stable CARE
Bank Loan Long-term CRISIL AA+/Stable CRISIL
Bank Loan Short-term CRISIL A1+ CRISIL
Non-convertible debenture CRISIL AA+/Stable CRISIL
Long Term Principal Protected Market Linked
CRISIL PP-MLD AA+r/Stable CRISIL
Debentures
Short term debt CRISIL A1+ CRISIL
Subordinated debt CRISIL AA+/Stable CRISIL
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Any downgrade of our credit ratings would increase borrowing costs and constrain our access to capital and
debt markets and, as a result, would negatively affect our net interest margin and our business. In addition,
downgrades of our credit ratings could increase the possibility of additional terms and conditions being added
to any additional financing or refinancing arrangements in the future. A downgrade of our credit ratings could
also result in our lenders accelerating the repayment of certain of our borrowers in accordance with the terms of
our borrowing arrangements with lenders. The ratings provided by 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. Any such adverse development could adversely affect our business, financial condition,
results of operations and/or cash flows.
20. If we are unable to successfully expand, maintain or leverage our partnership arrangements with private
financiers involved in commercial vehicle financing, our business prospects, results of operations, financial
conditions and/or cash flows may be affected.
Our revenue sharing arrangements with private financiers involved in commercial vehicle financing across
India is an integral part of our growth strategy. As of December 31, 2022, we have entered into strategic
agreements with private financiers ranging from individual financiers and small local private financiers,
including other NBFCs, to capitalise on their local knowledge, infrastructure and personnel base of our partners
in order to source new customers. The revenue-sharing arrangements are at pre-determined amounts.
There can be no assurance that the other party will comply with the procedural and other conditions specified
by us in connection with our arrangements with them in the context of customer origination, the credit appraisal
process, loan administration and monitoring and any loan recovery processes, or that our partners will not act in
any manner that could adversely affect our reputation, brand, customer relationships or business interests. For
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example, we have in the past experienced certain instances of fraud by some parties. There can also be no
assurance that we will be able to leverage and benefit from these arrangements to effectively source a sufficient
volume of new customers and business commensurate to the revenue-sharing and other incentives provided to
our partners under our arrangements with them. Further, our financers or the personnel they employ may be
engaged in unethical or unlawful behaviour or they may misrepresent or mis-sell our products and services.
Due to this, we may also suffer from reputational and legal risks and these actions may materially and adversely
affect our business, financial condition and results of operations.
In addition, we may not be able to identify suitable private financiers in the future with whom we can
successfully work through such arrangements, or in joint marketing and customer support activities, and there
can be no assurance that we will be able to ensure any level of success with such arrangements for any
sustained period of time. Furthermore, there can be no assurance that there will not be any dispute with the
other parties the arrangements in the future. If we are unable to successfully expand, maintain or leverage our
arrangements and relationship with the parties to the arrangements, our business prospects, results of
operations, financial conditions and/or cash flows may be adversely affected.
21. A decline in our capital adequacy ratio could restrict our future business growth.
All deposit taking NBFCs are required to maintain a minimum capital adequacy ratio, consisting of Tier I and
Tier II capital, of not less than 15 % of its aggregate risk-weighted assets on balance sheet and risk- adjusted
value of off-balance sheet items. Our capital adequacy ratio computed on the basis of applicable RBI
requirements was 22.99% as of December 31, 2022 with Tier I Capital comprising 21.38%. If we continue to
grow our loan portfolio and asset base, we will be required to raise additional Tier I Capital and Tier II Capital
in order to continue to meet applicable capital adequacy ratios with respect to our business. Any difficulty in
accessing funds required for Tier I Capital and Tier II Capital, including accessing capital markets could result
in decline of our capital adequacy ratio. Further any regulatory change to the capital adequacy ratio
requirements shall also have an adverse effect on our growth as we may have to raise further capital to maintain
the required capital adequacy ratio. There can be no assurance that we will be able to raise adequate additional
capital in the future on terms favourable to us or at all, and this may adversely affect the growth of our business.
22. As part of our business strategy we assign or securitise a substantial portion of our loan assets to banks and
other institutions. Any deterioration in the performance of any pool of receivables assigned or securitised to
banks and other institutions may adversely impact our financial performance and/or cash flows.
As part of our means of raising and/or managing our funds, we assign or securitise a substantial portion of the
receivables from our loan portfolio to banks and other institutions. Such assignment or securitisation
transactions are conducted on the basis of our internal estimates of our funding requirements, which may vary
from time to time. Our securitised and assigned assets of Rs. 20,927.92 crores as on December 31, 2022. Any
change in statutory and/or regulatory requirements in relation to assignments or securitisations by financial
institutions, including the requirements prescribed by RBI and the Government of India, could have an adverse
impact on our assignment or securitisation transactions. The commercial viability of assignment and
securitization transactions has been significantly affected by changes and developments relating to regulation
governing such transactions. Such changes include:
prohibition on carrying out securitization/ assignment transactions at rates lower than the prescribed base
rate of the bank;
prohibition on NBFCs such as our Company from offering credit enhancements in any form and
liquidity facilities in the case of loan transfers through direct assignment of cash flows;
minimum holding period or ‘seasoning’ and minimum retention requirements of assignment and
securitization loans; and
securitization/ assignments shall be eligible for classification under priority sector only if the interest
rate charged to the ultimate borrower by the originating entity does not exceed base rate of such bank
plus 8% per annum.
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Any adverse changes in the policy and/or regulations in connection with securitisation of assets by NBFCs
and/or new circulars and/or directions issued by the RBI in this regard, affecting NBFCs or the purchasers of
assets, would affect the securitisation market in general and our ability to securitise and/or assign our assets.
For such transactions, in the event that a relevant bank or institution does not realise the receivables due under
such loan assets, such bank or institution would have recourse to such credit enhancement, which could have a
material adverse effect on our results of operations, financial condition and/or cash flows.
23. System failures or inadequacy and security breaches in computer systems may adversely affect our business.
Our business is increasingly dependent on our ability to process, on a daily basis, a large number of
transactions. Our financial, accounting or other data processing systems may fail to operate adequately or
become disabled as a result of events that are wholly or partially beyond our control, including a disruption of
electrical or communications services.
Our ability to operate and remain competitive will depend in part on our ability to maintain and upgrade our
information technology systems on a timely and cost-effective basis. The information available to and received
by our management through our existing systems may not be timely and sufficient to manage risks or to plan
for and respond to changes in market conditions and other developments in our operations. We may experience
difficulties in upgrading, developing and expanding our systems quickly enough to accommodate our growing
customer base and range of products.
Our operations also rely on the secure processing, storage and transmission of confidential and other
information in our computer systems and networks. Our computer systems, software and networks may be
vulnerable to unauthorised access, computer viruses or other malicious codes and other events that could
compromise data integrity and security.
Any failure to effectively maintain or improve or upgrade our management information systems in a timely
manner could materially and adversely affect our competitiveness, financial position and results of operations.
Moreover, if any of these systems do not operate properly or are disabled or if there are other shortcomings or
failures in our internal processes or systems, it could affect our operations or result in financial loss, disruption
of our businesses, regulatory intervention or damage to our reputation. In addition, our ability to conduct
business may be adversely impacted by a disruption in the infrastructure that supports our businesses and the
geographical areas in which we are located.
24. Some of our Directors may have interests in entities, which are in businesses similar to ours and this may
result in conflicts of interest with us.
As on the date of this Shelf Placement Memorandum, some of our Directors also have interests, as directors or
shareholders in other entities engaged in the financial services space such as banks or other NBFCs, including
certain of our related parties. There can be no assurance that such Directors will not be subject to conflicts of
interest or that we will be able to deal with such conflicts of interest in a timely manner.
Further, commercial transactions in the future between us and related parties may result in conflicting interests
which could have an adverse effect on our operations. Such factors may have an adverse effect on the results of
our operations and financial condition.
25. We may not be able to maintain our current levels of profitability due to increased costs or reduced spreads.
Our business strategy involves a relatively high level of on-going interaction with our customers. We believe
that this involvement is an important part of developing our relationship with our customers, identifying new
cross selling opportunities and monitoring our performance. However, this level of involvement also entails
higher levels of costs and also requires a relatively higher gross spread, or margin, on the finance products we
offer in order to maintain profitability. There can be no assurance that we will be able to maintain our current
levels of profitability if the gross spreads on our finance products were to reduce substantially, which could
adversely affect our results of operations and/or cash flows.
26. We face asset-liability mismatches which could affect our liquidity and consequently may adversely affect
our operations, profitability and/or cash flows.
We may face potential liquidity risks due to varying periods over which our assets and liabilities mature. Based
on the structural liquidity position of our Company as on December 31, 2022 as per the RBI norms, our
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Company has positive asset liability cumulative mismatch of Rs. 21,952 crore over a period of six months until
June 30, 2023. As is typical for NBFCs, a portion of our funding requirements is met through short-term
funding sources such as bank loans, working capital demand loans, cash credit, short-term loans and
commercial paper. Consequently, our inability to obtain additional credit facilities or renew our existing credit
facilities, in a timely and cost-effective manner or at all, may lead to mismatches between our assets and
liabilities, which in turn may adversely affect our operations, financial performance and/or cash flows. Further,
mismatches between our assets and liabilities are compounded in case of pre-payments of the financing
facilities we grant to our customers.
We cannot assure you that our business will continue to generate sufficient cash to enable us to service our
existing debt or to fund our other liquidity needs. Further, changes in economic, regulatory and financial
conditions or lack of liquidity in the market due to internal as well as external factors could adversely affect our
ability to access funds at competitive rates, which could adversely affect our liquidity and financial condition.
27. We have certain contingent liabilities which may adversely affect our financial condition.
As per our Financial Statements, as of December 31, 2022, we had certain contingent liabilities not provided
for. In the event that any of these contingent liabilities materialise, our financial condition may be adversely
affected. Further, in the event there is a change in any statutory/ regulatory requirement with respect to
contingent liabilities, our Company may be required to make additional provisions to meet the revised criteria
which may have an adverse effect on our financial condition and profitability.
28. The trademark/service mark and logo in connection with the “Shriram” brand which we use is licensed to us
and consequently, any termination or non-renewal of such license may adversely affect our goodwill,
operations and profitability. Our inability to register such logo and/or to adequately protect the same may
adversely affect our goodwill, operations and profitability.
Pursuant to a license agreement dated November 21, 2014 between our Company and Shriram Ownership Trust
(“SOT”), as amended in terms of agreement dated March 18, 2016 and novated in terms of the deed of novation
cum amendment dated May 17, 2019 entered into between our Company, SOT and Shriram Value Services
Limited (“SVS”), we are entitled to use the brand name “Shriram” and the associated mark. In this regard, our
Company had to pay royalty to SOT until September 30, 2019 and currently to SVS (since SOT had gifted all
its intellectual property in the brand name “Shriram” and its associated marks to SVS, the royalty for the same
commencing from September 30, 2019 is payable to SVS) on the gross turnover of our Company. Along with
the royalty, our Company also was required to pay to SOT (until September 30, 2019) and now SVS
(commencing from September 30, 2019) amounts by way of reimbursement of actual expenses incurred by
SOT / SVS in respect of protection and defence of the copyright. The license agreement is valid until
September 30, 2024, after which the agreement will be automatically renewed for a further period of five years
on the same terms, unless otherwise decided by both parties or upon occurrence of a breach by either party of
the material terms of the license arrangement. The agreement is not terminable unless mutually agreed by both
parties.
In the event such license agreement is terminated or is not renewed or extended in the future, we may not be
entitled to use the brand name “Shriram” and the associated mark in connection with our business operations.
Consequently, we will not be able to derive the goodwill that we have been enjoying under the “Shriram”
brand. Further, if the commercial terms and conditions including the consideration payable pursuant to the said
agreement are revised unfavourably, our Company may be required to allocate larger portions of its profits
and/or revenues towards such consideration, which would adversely affect our profitability.
Our inability to register such logo and/or to adequately protect the same may adversely affect our goodwill,
operations and profitability.
We operate in a competitive environment, and we believe that our brand recognition is a significant competitive
advantage to us. If the license and user agreement is not renewed or terminated, we may need to change our
name, trade mark/service mark or the logo. Any such change could require us to incur additional costs and may
adversely impact our goodwill, business prospects and results of operations.
29. We depend on our brand reputation and our failure to maintain our product image could have a material
adverse effect on our business, financial condition and results of operations.
We believe that the reputation of our brand among customers as a reliable company has contributed
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significantly to the growth and success of our business. Maintaining and enhancing the recognition and
reputation of our products are, therefore, critical to our business and competitiveness. Many factors, some of
which are beyond our control, are important to maintaining and enhancing our product image. These factors
include our ability to maintain the reliability and quality of the services we offer and increase product
awareness through brand building initiatives. A public perception that we do not provide satisfactory products,
even if factually incorrect or based on isolated incidents, could damage our reputation, undermine the trust and
credibility we have established for our stakeholders including investors, lenders, customers and have a negative
impact on our ability to attract new consumers or retain our current consumers.
30. Any adverse impact on the ‘Shriram’ brand may have an impact on the benefits accruing to us from the use
of the brand resulting in an adverse impact on our business and results of operations.
We benefit from our relationship with ‘Shriram’ group in many ways, such as reputation and experience. We
believe that ‘Shriram’ brand is perceived to be that of a trusted provider of quality products and services. Our
growth and future success are influenced, in part, by our continued relationship with the ‘Shriram’ group. If we
cease to benefit from these relationships for any reason, our business and growth prospects may decline, and
our business and results of operations may be adversely affected.
We cannot assure you that the established ‘Shriram’ brand name will not be adversely affected in the future by
events such as actions that are beyond our control, including customer complaints and dissatisfaction or adverse
publicity from any other source. Negative public opinion about the financial services industry generally or
about the ‘Shriram’ brand name, if not immediately and sufficiently remedied, can have an adverse effect on
our business and results of operations.
31. Inability to assess, monitor and manage risks inherent in our business and respond to technological and
sectoral changes may adversely impact our results of operations and profitability.
We are exposed to a variety of risks, including liquidity risk, interest rate risk, credit risk, operational risk and
regulatory risks. The effectiveness of our risk management is limited by the quality and timeliness of available
data.
Our hedging strategies and other risk management techniques may not be fully effective in mitigating our risks
in all market environments or against all types of risk, including risks that are unidentified or unanticipated.
Some methods of managing risks are based upon observed historical market behaviour. As a result, these
methods may not predict future risk exposures, which could be greater than the historical measures indicated.
Other risk management methods depend upon an evaluation of information regarding markets, customers or
other matters. This information may not in all cases be accurate, complete, current or properly evaluated.
Management of operational, legal or regulatory risk requires, among other things, policies and procedures to
properly record and verify a number of transactions and events. Although we have established these policies
and procedures, they may not be fully effective.
We have devoted significant resources to developing our risk management policies and procedures and expect
to continue to do so in the future. Despite this, our policies and procedures to identify, monitor and manage
risks may not be fully effective. Some of our methods of managing risk are based upon the use of observed
historical market. As a result, these methods may not accurately predict future risk exposures which could be
significantly greater than indicated by the historical measures. As we seek to expand the scope of our
operations, we also face the risk of inability to develop risk management policies and procedures that are
properly designed for those new business areas in a timely manner. Implementation and monitoring may prove
particularly challenging with respect to businesses that we have recently initiated. Inability to develop and
implement effective risk management policies may adversely affect our business, prospects, financial condition
and results of operations.
Our future success will depend, in part, on our ability to respond to new technological advances and evolving
NBFC and retail finance sector standards and practices on a cost-effective and timely basis. The development
and implementation of such technology entails significant technical and business risks. There can be no
assurance that we will successfully implement new technologies or adapt our transaction-processing systems to
customer requirements or evolving market standards. Failure to adapt to new technologies and sectoral
preferences in a timely manner or at all, may adversely impact out profitability and results of operations.
32. Our Promoters, Shriram Capital Private Limited and Shriram Ownership Trust (Promoters) and Promoter
Group, beneficially own 25.29 per cent. Of our equity share capital and accordingly has the ability to
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exercise significant influence over the outcome of matters submitted to shareholders for approval, and their
interests may differ from those of other holders of the debentures.
Our Promoters and Promoter Group beneficially own 25.29 percent of our equity share capital as on December
31, 2022 Accordingly, our Promoters have the ability to significantly influence the outcome of matters
submitted to shareholders for approving the timing and distribution of dividends and the election or termination
of appointment of directors. This could delay, defer or prevent or impede a merger, consolidation, takeover or
other business combination involving our Company, or discourage a potential acquirer from making a tender
offer or otherwise attempting to obtain control of our Company even if it is in our Company’s best interest. In
addition, for so long as our Promoters continue to exercise significant influence over our Company, it may
influence the material policies of our Company in a manner that could conflict with the interests of the security
holders. The Promoters may have interests that are adverse to the interests of our other shareholders and may
take positions with which we or our other shareholders do not agree.
We have entered into transactions with certain related parties. While we believe that all such transactions have
been conducted on an arm’s length basis, we cannot assure you that we could not have obtained more
favourable terms had such transactions been entered into with unrelated parties. Such transactions may give rise
to current or potential conflicts of interest with respect to dealings between us and such related parties.
Additionally, there can be no assurance that any dispute that may arise between us and related parties will be
resolved in our favour.
34. Any failure by us to identify, manage, complete and integrate acquisitions, divestitures and other significant
transactions successfully could adversely affect our results of operations, business prospects and/or cash
flows.
As part of our business strategy, we may acquire complementary companies or businesses, divest non-core
businesses or assets, sale or dispose of any unit(s) or division(s), enter into strategic alliances and joint ventures
and make investments/disinvestments to further our business or any other restructuring. In order to pursue this
strategy successfully, we must identify suitable candidates for successfully completing such transactions, some
of which may be large and complex, and manage the integration of acquired companies or employees. We may
not fully realise all of the anticipated benefits of any such transaction within the anticipated timeframe or at all.
Any increased or unexpected costs, unanticipated delays or failure to achieve contractual obligations could
make such transactions less profitable or unprofitable. Managing business combination and investment
transactions requires varying levels of management resources, which may divert our attention from other
business operations, and may result in significant costs and expenses and charges to earnings. The challenges
involved in integration include:
combining product offerings and entering into new markets in which we are not experienced;
consolidating and rationalising transaction processes and corporate and information technology
infrastructure;
coordinating and combining administrative and other operations and relationships with third parties in
accordance with applicable laws and other obligations while maintaining adequate standards, controls and
procedures;
35. Our success depends in large part upon our management team and key personnel and our ability to attract,
train and retain such persons.
Our ability to sustain our rate of growth depends significantly upon our ability to manage key issues such as
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selecting and retaining key managerial personnel, developing managerial experience to address emerging
challenges and ensuring a high standard of client service. In order to be successful, we must attract, train,
motivate and retain highly skilled employees, especially branch managers and relationship executives. If we
cannot hire additional qualified personnel or retain them, our ability to expand our business will be impaired
and our revenue could decline. We will need to recruit new employees, who will have to be trained and
integrated into our operations. We will also have to train existing employees to adhere properly to internal
controls and risk management procedures. Failure to train and motivate our employees properly may result in
an increase in employee attrition rates, require additional hiring, erode the quality of customer service, divert
management resources, increase our exposure to high-risk credit and impose significant costs on us. Hiring and
retaining qualified and skilled managers are critical to our future, as our business model depends on our credit
appraisal and asset valuation mechanism, which are personnel-driven operations. Moreover, competition for
experienced employees in the commercial vehicle finance sector can be intense. While we have an incentive,
structure designed to encourage employee retention, our inability to attract and retain talented professionals, or
the resignation or loss of key management personnel, may have an adverse impact on our business, future
financial performance and/or cash flows.
36. Most of the properties used by our Company are occupied by our Company on lease and/or as shared office
space. Any termination of the lease(s) or the other relevant agreements in connection with such properties or
our failure to renew the same in a timely manner, or at all, could adversely affect our activities.
Currently, most of the properties used by our Company for the purposes of our business activities are not
owned by us. Termination of leases or other relevant agreements in connection with such properties which are
not owned by us or our failure to renew the same, on favourable conditions, in a timely manner, or at all, could
require us to vacate such premises at short notice, and could adversely affect our operations, financial condition
and profitability.
37. We are exposed to fluctuations in the market values of our investment and other asset portfolio.
Deterioration of the credit and capital markets could result in volatility of our investment earnings and
impairments to our investment and asset portfolio, which could negatively impact our financial condition and
reported income.
38. Being in the financial services industry, our operations may be adversely affected if we are unable to attract
and retain qualified employees or if relations with employees deteriorate.
As of December 31, 2022, had 60,918 employees. Currently, none of our employees are members of any labor
union. While we believe that we maintain good relationships with our employees, there can be no assurance
that we will not experience future disruptions to our operations due to disputes or other problems with our work
force, which may adversely affect our business and results of operations.
39. Our inability to obtain, renew or maintain our statutory and regulatory permits and approvals required to
operate our business may have a material adverse effect on our business.
We require certain statutory and/or regulatory permits and approvals for our business, including approvals in
relation to our branch offices and other offices. In the future, we will be required to renew such permits and
approvals and obtain new permits and approvals for any proposed operations. There can be no assurance that
the relevant authorities will issue any of such permits or approvals in a timely manner or at all and/or on
favourable terms and conditions. Failure by us to comply with the terms and conditions to which such permits
or approvals are subject and/or to renew, maintain or obtain the required permits or approvals may result in the
interruption of our operations and may have a material adverse effect on our business, financial condition and
results of operations.
40. Any changes in the statutory and/or regulatory requirements in connection with taxation could adversely
affect our operations, profitability and cashflows.
The operations, profitability and cash flows could be adversely affected by any unfavourable changes in central
and state-level statutory and/or regulatory requirements in connection with direct and indirect taxes and duties,
including income tax, goods and service tax and/or by any unfavourable interpretation taken by the relevant
taxation authorities and/or courts and tribunals. For example, the GST implemented with effect from July 1,
2017 has replaced the indirect taxes on goods and services, such as central excise duty, service tax, central sales
tax, state value added tax, surcharge and excise, collected by the central and state governments. The GST has
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increased administrative compliance for the Companies which is a consequence of increased registration and
form filing requirements.
41. We are subject to supervision and regulation by the RBI and other regulatory authorities in India, and
changes in regulations governing us could adversely affect our business.
We are regulated principally by and have reporting obligations to the RBI. We are also subject to the corporate,
taxation and other laws in effect in India. The regulatory and legal framework governing us may continue to
change as India’s economy and commercial and financial markets evolve. In recent years, existing rules and
regulations have been modified, new rules and regulations have been enacted and reforms have been
implemented which are intended to provide tighter control and more transparency in India’s finance sector.
We are subject to the RBI’s guidelines on financial regulation of NBFCs, including capital adequacy, exposure
and other prudential norms. The RBI also regulates the credit flow by banks to NBFCs and provides guidelines
to commercial banks with respect to their investment and credit exposure norms for lending to NBFCs. The
RBI’s regulations of NBFCs could change in the future which may require us to restructure our activities, incur
additional cost, impose restrictions on banks in relation to the exposure to NBFCs or could otherwise adversely
affect our business and our financial performance. The RBI, from time to time, amends the regulatory
framework governing NBFCs to address, among others, concerns arising from certain divergent regulatory
requirements for banks and NBFCs.
The RBI, from time to time, amends the regulatory framework governing NBFCs to address concerns arising
from certain divergent regulatory requirements for banks and NBFCs. We are subject to the RBI’s Non-
Banking Financial Company –Systemically Important Non-Deposit taking Company and Deposit taking
Company (Reserve Bank) Directions, 2016, as amended from time to time.
The laws and regulations governing the banking and financial services industry in India have become
increasingly complex and cover a wide variety of issues, such as interest rates, liquidity, securitisation,
investments, ethical issues, money laundering and privacy. In some cases, there are overlapping regulations and
enforcement authorities. Moreover, these laws and regulations can be amended, supplemented or changed at
any time such that we may be required to restructure our activities and incur additional expenses to comply
with such laws and regulations, which could materially and adversely affect our business and our financial
performance.
Compliance with many of the regulations applicable to our operations in India, including any restrictions on
investments, lending and other activities currently being carried out by our Company, involves a number of
risks, particularly in areas where applicable regulations may be subject to varying interpretations. Further,
compliance with many of the regulations applicable to our operations may involve significant costs and
otherwise may impose restrictions on our operations. If the interpretation of the regulators and authorities varies
from our interpretation, we may be subject to penalties and our business could be adversely affected. We are
also subject to changes in Indian laws, regulations and accounting principles and practices. There can be no
assurance that the laws governing our Company and its operations will not change in the future or that such
changes or the interpretation or enforcement of existing and future laws and rules by governmental and
regulatory authorities will not adversely affect our business and future financial performance.
Additionally, we are required to make various filings with the RBI, the Registrar of Companies and other
relevant authorities pursuant to the provisions of RBI regulations, the Companies Act and other regulations. If
we fail to comply with these requirements, or a regulator claims we have not complied with these requirements,
we may be subject to penalties and compounding proceedings. For example, in the past there has been an
instance where a penalty was imposed on us by Insurance Regulatory and Development Authority of India,
which was paid and settled by us. Further, the Enforcement Directorate has imposed a penalty of Rs. 50 million
on our Company, which we have filed an appeal against. Imposition of any penalty or adverse findings by the
RBI or other authorities may have an adverse effect on our business, operations results, financial condition and
reputation.
42. As an NBFC, non-compliance with the RBI’s observations made during its periodic inspections could
expose us to penalties and restrictions.
As an NBFC, we are subject to periodic inspection by the RBI under section 45N of the RBI Act, pursuant to
which the RBI inspects our books of accounts and other records for the purpose of verifying compliance with
applicable regulations, the correctness or completeness of any statement, information or particulars furnished to
the RBI. RBI in the past issued observations pursuant to such periodic inspection and our Company had given
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clarifications in this regard. For example, RBI has in the past in its inspection reports, highlighted certain
alleged deficiencies such as reduction in the asset quality of our Company, improper monitoring of delegation
of powers by the Board, mobilization of resources in excess of limits, breach of prescribed limits for issuance
of commercial papers, deficiency in credit portfolio and shortcomings in complying with the corporate
governance requirements. While we have responded to such observations and addressed them, we cannot assure
you that the RBI will not make similar or other observations in the future. In the event we are unable to resolve
the issues to the RBI’s satisfaction, we may be restricted in our ability to conduct our business as we currently
do. While we seek to comply with all regulatory provisions applicable to us, in the event we are unable to
comply with the observations made by the RBI, we could be subject to penalties and restrictions which may be
imposed by the RBI. Imposition of any penalty or adverse findings by the RBI during the ongoing or any future
inspections may have an adverse effect on our business, results of operations, financial condition and
reputation.
43. Our Subsidiary is subject to periodic inspections from NHB. Noncompliance with NHB observations may
have a material adverse effect on and our Subsidiary’s business, financial condition or results of operation.
Our Subsidiary, Shriram Housing is subjected to periodic inspections of books of accounts and other records by
NHB for verifying the correctness or completeness of any statement, information or particulars furnished to the
NHB or for obtaining any information which Shriram Housing may have failed to furnish on being called upon
to do so. Any irregularities found during such investigations by such regulatory authorities could similarly,
expose us to warnings, penalties and restrictions. During the course of finalization of inspection, regulatory
authorities may also share their findings and recommendations with us and give us an opportunity to provide
justification and clarifications.
44. Our insurance coverage may not adequately protect us against losses.
We maintain such insurance coverage as we believe is adequate for our operations. Our insurance policies,
however, may not provide adequate coverage in certain circumstances and are subject to certain deductibles,
exclusions and limits on coverage. We maintain general liability insurance coverage, including coverage for
errors or omissions. We cannot, however, assure you that the terms of our insurance policies will be adequate to
cover any damage or loss suffered by us or that such coverage will continue to be available on reasonable terms
or will be available in sufficient amounts to cover one or more large claims, or that the insurer will not disclaim
coverage as to any future claim.
A successful assertion of one or more large claims against us that exceeds our available insurance coverage or
changes in our insurance policies, including premium increases or the imposition of a larger deductible or co -
insurance requirement, could adversely affect our business, financial condition and results of operations .
45. We have regional concentration in southern India and western India, and therefore are dependent on the
general economic conditions and activities in these areas.
We have a significant presence in south and west India. Our concentration in the southern and western states
exposes us to any adverse geological, ecological, economic and/or political circumstances in that region. If
there is a sustained downturn in the economy of south India or west India, or a sustained change in consumer
preferences in those regions for any reason including consequences of the COVID-19 pandemic, our financial
position may be adversely affected.
We introduce new products/services to explore new business opportunities from time to time. We also give
business loans to our existing customers to cater to their additional finance needs for diversifying into allied and
related business. We cannot assure you that all our new products and services and business ventures and
broadening of our loan products and portfolio will always be profitable and this may result in our inability to
recover our costs and expenses incurred on these initiatives. Further, our inability to offer new
products/services or diversify and grow in new business areas could adversely affect our business and financial
performance.
47. We may not be able to detect money-laundering and other illegal or improper activities fully or on a timely
basis, which could expose us to additional liability and harm our business or reputation.
We are required to comply with applicable Anti-Money Laundering Laws and Anti-Terrorism Laws and other
regulations in India. In the course of our operations, we run the risk of failing to comply with the prescribed
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KYC procedures and the consequent risk of fraud and money laundering by dishonest customers, despite
putting in place systems and controls to prevent the occurrence of these risks. In certain of our activities and in
our pursuit of business, we run the risk of inadvertently offering our financial products and services ignoring
customer suitability and appropriateness, despite having a Board-approved customer suitability policy and
associated processes in place. Such incidents may adversely affect our business and our reputation. Although
our Company believes that it has adequate internal policies, processes and controls in place to prevent and
detect any activity that would fall foul of AML provisions and to ensure KYC compliance, there can be no
assurance that our Company will be able to fully control instances of any potential or attempted violation by
other parties and may accordingly be subject to regulatory actions including imposition of fines and other
penalties. We may accordingly be subject to regulatory actions including imposition of fines and other penalties
by the RBI and other relevant governmental authorities to whom we report.
48. Our ability to pay dividends will depend on our future earnings, cash flows, working, capital requirements,
financial condition, and restrictive covenants under our financing arrangement.
Any future determination as to the declaration and payment of dividends will be decided by our Board and will
be subject to the discretion of the Shareholders. The amount of our future dividend payments, if any, will
depend on various factors such as our future earnings, cash flows, financial condition, working capital
requirements, capital expenditures, restrictive covenants under our financing documents and in accordance with
applicable laws. We may decide to retain all of our earnings to finance the development and expansion of our
business and, therefore, may not declare dividends on the equity shares. The amounts paid as dividends in the
past are not necessarily indicative of our Company’s dividend policy or the dividend amounts, if any, in the
future. There is no guarantee that any dividends will be paid or that the amount thereof will not be decreased in
the future.
49. Security breaches of customers’ confidential information that we store may expose us to liability and harm
our reputation.
As part of our business, we store and have access to customers’ bank information, credit information and other
sensitive data. Any accidental security breaches or other unauthorized access to confidential information could
expose us to liability related to the loss of the information, legal proceedings and negative publicity. While
there have been no such incidents in the past, security measures could be breached by third party actions,
intrusion into our software due to flaw in the software by hackers, due to employee error and malfeasance. In
addition, we may be required under applicable regulations to notify individuals of data security breaches
involving their personal data. Any security breach may cause our customers to lose confidence in the
effectiveness of our data security measures, and in turn have an adverse effect on our business, operations,
financial condition or cash flows.
50. Increase in competition from our peer group in the retail finance sector may result in reduction of our
market share, which in turn may adversely affect our profitability.
Our Company provides loans predominantly in suburban and rural areas in India. We have been increasingly
facing competition from domestic and foreign banks and NBFCs operating in the retail finance segment of the
industry. Some of our competitors are very aggressive in underwriting credit risk and pricing their products and
may have access to funds at a lower cost, wider networks and greater resources than our Company. Our
financial condition and results of operations are dependent on our ability to obtain and maintain low cost funds
and to provide prompt and quality services to our customers. If our Company is unable to access funds at a cost
comparable to or lower than our competitors, we may not be able to offer loans at competitive interest rates to
our customers.
As a result of increased competition in our business, the terms of various loans are becoming increasingly
standardized. We cannot assure you that we will be able to react effectively to standardisation credit terms or
other market developments or compete effectively with new and existing competitors. Increasing competition
may have an adverse effect on our profitability, market share and results of operations. There can be no
assurance that we will be able to successfully offer competitive interest rates on our loan products in the future.
Increasing competition may also result in slower growth and a reduction in our net interest margin, and
consequently may have an adverse effect on our results of operations and financial condition.
51. Our risk management policies and procedures may not adequately address unidentified or unanticipated
risks.
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We have devoted significant resources to developing our risk management policies and procedures and expect
to continue to do so in the future. Despite this, our policies and procedures to identify, monitor and manage
risks may not be fully effective. Some of our methods of managing risk are based upon the use of observed
historical market behaviour. As a result, these methods may not accurately predict future risk exposures which
could be significantly greater than indicated by the historical measures. As we seek to expand the scope of our
operations, we also face the risk of inability to develop risk management policies and procedures that are
properly designed for those new business areas in a timely manner. Implementation and monitoring may prove
particularly challenging with respect to businesses that we have recently initiated. Inability to develop and
implement effective risk management policies may adversely affect our business, prospects, financial condition
and results of operations.
52. We have not independently verified certain industry data in this Shelf Placement Memorandum.
Unless stated otherwise, macroeconomic and industry data used throughout this Shelf Placement Memorandum
has been obtained from publications prepared by providers of industry information, government sources and
multilateral institutions. Such publications generally state that the information contained therein has been
obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and
their reliability cannot be assured. Although the Issuer believes that industry data used in this Shelf Placement
Memorandum is reliable, it has not been independently verified.
53. Our loans to small enterprises businesses depend on the performance of the small enterprises sector in India,
and government policies and statutory and/or regulatory reforms in the small enterprises finance sector.
The Government of India has from time to time taken economic policy initiatives to promote this sector and
enhance credit to small and medium enterprises. Some of the initiatives of the Government to support small
enterprise financing include setting up a credit guarantee fund trust for small industries, risk sharing facilities,
venture capital funding and micro credit. The small enterprises finance sector currently is catered to largely by
public sector banks, public financial institutions and local unorganized private financiers.
Any change in the regulatory requirements in connection with the small enterprise finance sector, change in
government policies, slowdown in liberalization and reforms affecting the sector could affect the performance
of small enterprises and demand for small enterprise finance, and, in turn, our business and results of
operations.
54. Our gold loans business could be adversely impacted by RBI requirements in connection with lending
against security of gold jewelry.
Pursuant to the Master Directions- Non-Banking Financial Company - Systemically Important Non-Deposit
taking Company and Deposit taking Company (Reserve Bank) Directions, 2016, all NBFC-Ds must (i)
maintain an LTV ratio not exceeding 75 % for loans granted against the collateral of gold jewelry, and (ii)
disclose in their balance sheet the percentage of such loans to their total assets.
In order to standardize the valuation and make it more transparent to the borrower, gold jewelry accepted as
collateral is required to be valued at the average of the closing price of 22 carat gold for the preceding 30 days
as quoted by the Bombay Bullion Association Limited or the historical spot gold price data publicly
disseminated by a commodity exchange regulated by the Forward Markets Commission. While accepting the
gold as collateral, the NBFC-Ds are required to give a certificate to the borrower, on their letter head of having
assayed the gold and state the purity (in terms of carats) and the weight of the gold pledged.
There can be no assurance that the regulatory regime governing gold-backed financing by NBFCs will not be
made more stringent in the future. Any such developments could adversely impact our gold loans business,
thereby affecting our growth, operations, profitability and cash flows.
55. Our subsidiary, Shriram Housing being an HFC, has significant exposure to the real estate sector and any
negative events affecting this sector could adversely affect our business and result of operations.
The primary security for the loans disbursed by Shriram Housing is the underlying property; the value of this
security is largely dependent on housing market conditions prevalent at that time. The value of the collateral on
the loans disbursed by Shriram Housing may decline due to adverse market conditions including an economic
downturn or a downward movement in real estate prices. In the event the real estate sector is adversely affected
due to a decline of demand for real properties, changes in regulations or other trends or events, which
negatively impact the real estate sector, the value of our collaterals may diminish which may affect our business
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and results of operations. Failure to recover the expected value of collateral could expose us to losses and, in
turn, result in a material adverse effect on our business, results of operations and financial condition.
Any change in government and regulatory policies affecting the real estate sector may also affect demand for
our loans, thereby adversely affecting our results of operations. The implementation of the Real Estate
(Regulation and Development) Act, 2016 (the “Real Estate Act 2016”) has imposed significant compliance and
reporting requirements on real estate developers, including the mandatory registration of real estate projects,
restrictions on issuing advertisements or accepting advances in relation to real estate projects unless such
projects are registered with the RERA and the maintenance of a separate account for depositing 70% of the
amounts realized from allottees of each real estate project. Withdrawals can be made from the separate account
only to cover the cost of the relevant project, in proportion to the percentage of completion of the project.
Owing to the onerous compliance requirements and interpretational ambiguity arising from the Real Estate Act,
the activity in the residential real estate segment may be subdued in the short term, leading to a decrease in the
demand for our products.
56. Borrowing for the purchase or construction of property may not continue to offer borrowers the same fiscal
benefits it currently offers and the housing sector may not continue to be regarded as a priority sector by the
Government.
The rapid growth in the housing finance industry in the last decade is in part due to the introduction of fiscal
benefits for homeowners. Since the early 1990s, interest and principal repayments on capital borrowed for the
purchase or construction of housing have been tax deductible up to certain limits and tax rebates have been
available for borrowers of such capital up to specified income levels. There can be no assurance that the
Government will continue to offer such tax benefits to borrowers at the current levels or at all. In addition, there
can be no assurance that the Government will not introduce tax efficient investment options which are more
attractive to borrowers than property investment. The demand for housing and/or housing finance may be
reduced if any of these changes occur. The RBI has also provided incentives to the housing finance industry by
extending priority sector status to housing loans. In addition, pursuant to Section 36(1)(viii) of the Income Tax
Act, 1961, up to 20% of profits from the provision of long-term finance for the construction or purchase of
housing, may be carried to a “Special Reserve” and are not subject to income tax. There can be no assurance
that the Government will continue to make this fiscal benefit available to housing finance companies. If it does
not, this may result in a higher tax outflow. Under its notification no. NHB(ND)/DRS/Policy Circular 65/2014-
15 dated August 22, 2014, NHB stipulated that all housing finance companies are required to create and
maintain a deferred tax liability on the Special Reserve under Section 36(1)(viii) of the Income Tax Act, 1961.
57. In the two-wheeler financing and auto financing segments, we typically rely on third-party OEMs and
dealers to offer our products to their potential customers. If they prefer to promote our competitors’ products
it could affect our growth and adversely affect our results of operations.
We rely on our non-exclusive relationships with OEMs and dealers to offer our two-wheeler financing and
auto-financing products to potential customers. If these parties were to enter into exclusive arrangements with
our competitors, or if they were to prefer our competitors’ products, it could adversely affect our growth and
results of operations.
The funds raised through this Issue, will be used for on lending to grow the asset book. It shall be ensured that
the proceeds (a) are used in compliance with the applicable guidelines issued by Reserve Bank of India
including Master Circular on Bank Finance to Non-Banking Financial Companies dated July 1, 2015, as
amended from time to time, (b) are not permitted to be utilized towards activities like investment in capital
markets, real estate, acquisition or purchase of land or for refinancing of debt which was used for the said
purpose. The Main Objects clause of the Memorandum of Association of the Company permits the Company to
undertake the activities for which the funds are being raised through the present Issue and also the activities
which the Company has been carrying on till date. The management of the Company, in accordance with the
policies formulated by it from time to time, will have flexibility in deploying the proceeds received from the
issue. The Company shall however ensure compliance with disclosures in relation to the same as required in
terms of the SEBI Debt Listing Regulations and other applicable laws.
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The price of securities will vary inversely with changes in prevailing interest rates, i.e. when interest rates rise,
prices of fixed income securities tend to fall and when interest rates drop, the prices tend to increase. The extent
of fall or rise in the prices is a function of the existing coupon, days to maturity and the increase or decrease in
the level of prevailing interest rates. Increased rates of interest, which frequently accompany inflation and/or a
growing economy, are likely to have a negative effect on the price of our Debentures.
2. Debentures that are listed or quoted or admitted to trading may not lead to greater liquidity
It is not possible to predict if and to what extent a secondary market may develop in the Debentures or at what
price the Debentures will trade in the secondary market or whether such market will be liquid or illiquid. If so
specified in this Shelf Placement Memorandum, application has been made to list or quote or admit to trading
the Debentures on the stock exchange or quotation system(s) specified. If the Debentures are so listed or quoted
or admitted to trading, no assurance is given that any such listing or quotation or admission to trading will be
maintained. The fact that the Debentures may be so listed or quoted or admitted to trading does not necessarily
lead to greater liquidity than if they were not so listed or quoted or admitted to trading. The listing of the
Debentures is subject to receipt of the final listing and trading approval from the Stock Exchange.
The Company may, but is not obliged to, at any time purchase the Debentures at any price in the open market
or by tender or private agreement where permitted by law. Any Debentures so purchased may be resold or
surrendered for cancellation. The more limited the secondary market is, the more difficult it may be for holders
of the Debentures to realise value for the Debentures prior to redemption of the Debentures.
3. Changes in government policies and laws in India may adversely affect the Debentures
Future government policies and changes in laws and regulations in India and comments, statements or policy
changes by any regulator, including but not limited to the SEBI or the RBI, may adversely affect the
Debentures. The timing and content of any new law or regulation is not within the Company’s control and such
new law, regulation, comment, statement or policy change could have an adverse effect on market for and the
price of the Debentures.
4. Political instability or changes in the government could delay further liberalization of the Indian economy
and adversely affect economic conditions in India generally
Since 1991, successive Indian governments have pursued policies of economic liberalization. The role of the
Central and State Governments in the Indian economy as producers, consumers and regulators has remained
significant. If there was to be any slowdown in the economic policies, or a reversal of steps already taken, it
could have an adverse effect on the debt market which as such is exposed to the risks of the Indian regulatory
and policy regime and also have an impact on global economic market.
5. You may not be able to recover, on a timely basis or at all, the full value of the outstanding amounts and/or
the interest accrued thereon in connection with the Debentures.
Our ability to pay interest accrued on the Debentures and/or the principal amount outstanding from time to time
in connection therewith would be subject to various factors inter-alia including our financial condition,
profitability and the general economic conditions in India and in the global financial markets. We cannot assure
you that we would be able to repay the principal amount outstanding from time to time on the Debentures
and/or the interest accrued thereon in a timely manner or at all.
6. Payments to be made on the Debentures will be subordinated to certain tax and other liabilities preferred by
law. In the event of bankruptcy, liquidation or winding-up, there may not be sufficient assets remaining to
pay amounts due on the Debentures.
The Debentures will be subordinated to certain liabilities preferred by law such as the claims of the
Government on account of taxes, and certain liabilities incurred in the ordinary course of our business. In
particular, in the event of bankruptcy, liquidation or winding-up, our Company’s assets will be available to pay
obligations on the Debentures only after all of those liabilities that rank senior to these Debentures have been
paid as per relevant provisions of the Companies Act. In the event of bankruptcy, liquidation or winding-up,
there may not be sufficient assets remaining to pay amounts due on the Debentures.
7. Any downgrading in credit rating of our Debentures may affect the value of Debentures and thus our ability
to raise further debts.
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The rating of the Debentures by Rating Agency and/or agencies indicates high degree of safety regarding
timely servicing of financial obligations and carrying very low credit risk. The ratings provided by Rating
Agency 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.
Any adverse revisions of our credit rating may adversely impact our ability to raise additional financing, the
interest rates and other commercial terms at which such additional financing is available. This could have a
material adverse effect on our business and financial performance and our ability to obtain financing for
lending operations.
8. There may be limited or sporadic trading of the Debentures on the WDM segment of the stock exchange. As
a result, the liquidity and market prices of the non-convertible debentures may fail to develop and may
accordingly be adversely affected.
There can be no assurance that an active market for the Debentures will develop. If an active market for the
Debentures fails to develop or be sustained, the liquidity and market prices of the Debentures may be adversely
affected. The market price of the Debentures would depend on various factors inter alia including (i) the
interest rate on similar securities available in the market and the general interest rate scenario in the country; (ii)
the market for listed debt securities; (iii) general economic conditions; and (iv) our financial performance,
growth prospects and results of operations. The aforementioned factors may adversely affect the liquidity and
market price of the Debentures, which may trade at a discount to the price at which you purchase the
Debentures and/or be relatively illiquid.
9. The Debentures are subject to the credit risk of the Issuer and the Debenture Holders may or may not
recover all or part of their investments in the Debentures on account of any default by the Issuer.
The Market Linked Debentures are created based on complex mathematical models involving multiple
derivative exposures which may or may not be hedged and the actual behaviour of the Market Linked
Debentures selected for hedging may significantly differ from the returns predicted by the
mathematical models.
The principal amount in the Market Linked Debenture is subject to the credit risk of the Company
whereby the investor may or may not recover all or part of the funds in case of default by the Company.
Changes or discontinuance of the market linked products may affect the value of the Market Linked
Debentures or may affect the return on an investment on the Market Linked Debentures. In case the
regulators or the authorized bodies discontinuing or restricting the use of the benchmark/underlying,
the Company will be bound to take necessary action as may be prescribed by the regulators or the
authorized body or as may be required by the law or as may be required to accommodate the situation.
1. Majority of our business is primarily dependent on the automobile and transportation industry in India.
Our business to a large extent depends on the continued growth in the automobile and transportation industry in
India, which is influenced by a number of extraneous factors which are beyond our control, inter-alia including
(a) the macroeconomic environment in India, (b) the demand for transportation services, (c) natural disasters
and calamities, and (d) changes in regulations and policies in connection with motor vehicles. Such factors may
result in a decline in the sales or value of new and pre-owned Commercial Vehicles. Correspondingly, the
demand for availing finance for new and pre-owned commercial vehicles may decline, which in turn may
adversely affect our financial condition and the results of our operations. Further, the ability of Commercial
Vehicles owners and/or operators to perform their obligations under existing financing agreements may be
adversely affected if their businesses suffer as a result of the aforesaid factors.
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Shelf Placement Memorandum
2. Changes in environmental or other laws may lead to a decline in the sale of vehicles, which could adversely
affect our business, results of operations and prospects.
Our Company is engaged in vehicle financing across various states in India. Any regulation passed by either the
central Government or any of the state Governments, or any orders of judiciary to ban the sale of a particular
segment of vehicles or impose additional taxes on any particular segment of vehicles, could lead to a decline in
the sales of such vehicles. For example, the Supreme Court of India imposed a ban on the sale of vehicles not
complying with Bharat Emission Standards IV. Such regulatory amendments or orders of the judiciary may
lead to a decline in our disbursements and adversely affect our business, results of operations and prospects.
3. Any slowdown in economic growth in India may adversely affect our business, results of operations and
financial condition.
Our financial performance and the quality and growth of our business depend significantly on the health of the
overall Indian economy, the gross domestic product growth rate and the economic cycle in India. All our assets
and employees are located in India, and we intend to continue to develop and expand reach in all parts of the
country depending upon the business opportunities. Further, economic developments outside India also
adversely affect the Indian economy. Accordingly, our business is affected by domestic and international
economic conditions, including rates of economic growth and the impact that such economic conditions have
on consumer spending.
As an NBFC, we are exposed to the risks of the Indian financial system which may be affected by the financial
difficulties faced by certain Indian financial institutions because the commercial soundness of many financial
institutions. This risk, which is sometimes referred to as “systemic risk”, may adversely affect financial
intermediaries, such as banks with whom we interact. Any such difficulties or instability of the Indian financial
system in general could create an adverse market perception about Indian financial institutions and banks and
adversely affect our business, results of operations and financial condition. As the Indian financial system
operates within an emerging market, it faces risks of a nature and extent not typically faced in more developed
economies.
Our performance and the growth of our business depends on the performance of the Indian economy and the
economies of the regional markets we currently serve. These economies could be adversely affected by various
factors, such as political and regulatory changes including adverse changes in liberalization policies, social
disturbances, religious or communal tensions, terrorist attacks and other acts of violence or war, natural
calamities, interest rates, commodity and energy prices and various other factors. Any slowdown in these
economies could adversely affect the ability of our customers to afford our services, which in turn would
adversely affect our business, results of operations and financial condition.
The current economic downturn has led to an increased level of consumer delinquencies, lack of consumer
confidence, decreased market valuations and liquidity, increased market volatility and a widespread reduction
of business activity generally, may enhance market volatility. The resulting economic pressure and dampened
consumer sentiment may adversely affect our business and our results of operations.
There can be no assurances that government responses to the disruptions in the financial markets will restore
consumer confidence, the markets or increase liquidity and the availability of credit. Continuation or worsening
of this downturn or general economic conditions may have an adverse effect on our business, liquidity and
results of operations.
4. A decline in India’s foreign exchange reserves may affect liquidity and interest rates in the Indian economy,
which could adversely impact us.
One of the direct adverse impacts of the global financial crisis on India has been the reversal of capital inflows
and a decline in exports, leading to pressures on the balance of payments and a sharp depreciation of the Indian
Rupee vis-à-vis the U.S. dollar. Any increased intervention by the RBI in the foreign exchange market to
control the volatility of the exchange rate may result in a decline in India’s foreign exchange reserves and
reduced liquidity and higher interest rates in the Indian economy, which could adversely affect our business and
our future financial performance.
5. Any downgrading of India’s debt rating by an international rating agency could adversely affect our
business, results of operations and financial condition.
Any adverse revision to India’s credit rating for domestic and international debt by international rating agencies
may adversely impact our ability to raise additional finances at favourable interest rates and other commercial
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Shelf Placement Memorandum
terms. For example, Fitch Ratings has recently revised the outlook on India’s sovereign ratings from stable to
negative, while Moody’s Investors Services has downgraded foreign currency and local currency long term
issuer ratings to Baa3. This could have an adverse effect on our growth, financial performance and our
operations.
6. Civil unrest, acts of violence, including terrorism or war involving India and other countries, could
materially and adversely affect the financial markets and our business.
Civil unrest, acts of violence, including terrorism or war, may negatively affect the Indian stock markets and
also materially and adversely affect the worldwide financial markets. These acts may also result in a loss of
business confidence, make travel and other services more difficult and ultimately materially and adversely
affect our business. Although the governments of India and neighbouring countries have recently been engaged
in conciliatory efforts, any deterioration in relations between India and neighbouring countries might result in
investor concern about stability in the region, which could materially and adversely affect our business, results
of operations and financial condition.
7. Our business may be adversely impacted by natural calamities, unfavourable climatic changes, health
epidemics or pandemics.
Natural disasters such as floods, earthquakes, famines and droughts have in the past had a negative impact on
the Indian economy. Further, health epidemics and pandemics like the recent COVID-19 pandemic have also
affected the Indian economy negatively. If any such natural disaster, unfavourable climatic changes or health
epidemics and pandemics were to occur, our business could be affected due to the event itself or due to the
inability to effectively manage the effects of the particular event.
Our operations, including our branch network, may be damaged or disrupted as a result of political instability,
natural disasters such as earthquakes, floods, heavy rainfall, epidemics, tsunamis and cyclones and other events
such as protests, riots and labour unrest. Such events may lead to the disruption of information systems and
telecommunication services for sustained periods. They also may make it difficult or impossible for employees
to reach our business locations. Damage or destruction that interrupts our provision of services could adversely
affect our reputation, our relationships with our customers, our senior management team’s ability to administer
and supervise our business or it may cause us to incur substantial additional expenditure to repair or replace
damaged equipment or rebuild parts of our branch network. Any of the above factors may adversely affect our
business, results of operations and financial condition.
8. Companies operating in India are subject to a variety of central and state government taxes and surcharges.
Tax and other levies imposed by the central and state governments in India that affect our tax liability include
central and state taxes and other levies, income tax, value added tax, turnover tax, service tax, stamp duty and
other special taxes and surcharges which are introduced on a temporary or permanent basis from time to time.
Moreover, the central and state tax scheme in India is extensive and subject to change from time to time. The
central or state government may in the future further increase the corporate income tax it imposes. Any such
future increases or amendments may affect the overall tax efficiency of companies operating in India and may
result in significant additional taxes becoming payable. Additional tax exposure could adversely affect our
business and results of operations.
9. Investors may have difficulty enforcing foreign judgments in India against our Company or our
management.
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Shelf Placement Memorandum
Our Company is a limited liability public company incorporated under the laws of India. Most of our
Company’s directors and executive officers named herein are residents of India and all or a substantial portion
of the assets of our Company and such persons are located in India. As a result, it may not be possible for
investors to affect service of process on our Company or such persons in jurisdictions outside of India, or to
enforce against them judgments obtained in courts outside of India. In addition, India is not a party to any
international treaty in relation to the recognition or enforcement of foreign judgments. The manner of
recognition and enforcement of foreign judgments in India is dependent on whether the country in which the
foreign judgment has been pronounced is a reciprocating territory or not. A party seeking to enforce a foreign
judgment in India is required to obtain approval from the RBI under the FEMA to execute such a judgment or
to repatriate outside India any amount recovered pursuant to execution. Any judgment in a foreign currency
would be converted into Indian Rupees on the date of the judgment and not on the date of the payment. The
Issuer cannot predict whether a suit brought in an Indian court will be disposed of in a timely manner or be
subject to considerable delays.
Unless stated otherwise, macroeconomic and industry data used throughout this Shelf Placement Memorandum
has been obtained from publications prepared by providers of industry information, government sources and
multilateral institutions. Such publications generally state that the information contained therein has been
obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and
their reliability cannot be assured. Although the Issuer believes that industry data used in this Shelf Placement
Memorandum is reliable, it has not been independently verified.
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Shelf Placement Memorandum
PART A
This Shelf Placement Memorandum is prepared in accordance with the provisions of SEBI Debt Listing
Regulations and in this section the Issuer has set out the details required as per Schedule II of the SEBI NCS
Regulations as amended from time to time.
A. ISSUER INFORMATION
a. Brief summary of the business / activities of the Issuer and its line of business
The Company is registered as a deposit-taking NBFC with the Reserve Bank of India under Section 45IA of the
Reserve Bank of India Act, 1934. Shriram Finance Limited is the country’s biggest retail NBFC offering credit
solutions for commercial vehicles, two-wheeler loans, car loans, home loans, gold loans, personal and small
enterprise/ MSME loans, and a large fixed deposit franchise Pan-India. We are part of the 48-year-old Shriram
Group, a financial conglomerate that has emerged as a trusted partner in creating transformative experiences and
lasting impressions in customers’ lives.
Shriram City Union Finance Limited and Shriram Capital Limited merged with Shriram Transport Finance
Company Limited whose name has been changed to Shriram Finance Limited. Powered by cutting-edge
technology, Shriram Finance Limited is a digitally mature financial institution that reflects the banking needs of
Millennial and Gen-Z customers. The Company offers priority financial services to those in the unbanked and
underbanked sectors, expanding our innovative product pipeline at every stage of disruption. The Company has
over 6.98 million customers and has an Asset Under Management (AUM) of over INR 1.77 trillion. Shriram
Finance has branches, rural centres and outlets in 3,600+ locations and an employee strength of over 60,000
across India as of 31 December 2022. Our Company is also registered with Insurance Regulatory and
Development Authority of India as a corporate agent to deal in general insurance and life insurance since 2013.
Our network of branches across India has been a key driver of our growth over the years. As of December 31,
2022, we had 2901 branches across India. We have also established our presence in 746 rural centres as of
December 31, 2022. We have also strategically expanded our marketing network and operations by entering into
revenue sharing agreements with more than 500 private financiers in the unorganised sector involved in
commercial vehicle financing. As of December 31, 2022, the total number of our employees was 60,918.
Our AUM as of December 31, 2022 was Rs. 1,77,498.17 Crore (comprising assets under financing activities of
Rs. 1,75,843.85 Crore and loan assets assigned of Rs. 1,654.31 Crore) on a standalone basis. Our capital adequacy
ratio as of December 31, 2022 computed on the basis of applicable RBI requirements was 22.99% on standalone
basis, compared to RBI stipulated minimum requirement of 15.00%. Our capital adequacy ratio as of March 31,
2022 computed on the basis of applicable RBI requirements was 22.97% on a standalone basis, compared to the
RBI stipulated minimum requirement of 15.00%. Our Stage 3 Assets as a percentage of Total Loan Assets was
6.29% and our Stage 3 Assets net of Stage 3 Provision as a percentage of Net Loan Assets was 3.20% as of
December 31, 2022, compared to 7.07%and 3.67% as of March 31, 2022 on a standalone basis, respectively.
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Shelf Placement Memorandum
We have successfully diversified our product portfolio, which consists of commercial vehicle loans and loans to the
small enterprise finance segment, two wheeler loans, loans against gold, auto loans, personal loans and housing
finance loans. Within each of these segments, we offer a wide array of products to our customers. Each of our
products differs in terms of the average tenure, average yield, average interest rate and average size of loan.
As per our Standalone Financial Statements, as of December 31, 2022, our assets under our management product
portfolio comprised of commercial vehicle financing of 51.1%, passenger vehicles 17.9%, construction equipments
7.8%, Farm equipments 1.9%, MSME 9.9%, Two wheelers 5.6%, Gold 2.5%, Personal loans and other loans 3.3% ,
respectively of our total AUM.
We believe that our diverse revenue streams reduce our dependence on any particular product, thus enabling us to
spread and mitigate our risk exposure to any particular industry, business or customer segment.
As part of our presence in the entire commercial vehicle financing ecosystem, we also provide various types of
working capital loans to our customers for the purchase of vehicle parts, tyres, insurance, repairs, etc. in connection
with the operation of their trucks and other commercial vehicles. We also offer fuel financing.
Our customer base is predominantly first time buyers (“FTB”) and small road transport operators (“SRTOs”),
other commercial vehicle operators and smaller construction equipment operators. We also provide trade finance to
commercial vehicle operators. These customers typically have limited access to bank loans for commercial vehicle
financing and limited credit histories. Our loans are secured by a hypothecation of the asset financed.
Our target customers in the small enterprise finance segment typically consist of self-employed professionals,
wholesale and retail dealers, merchants, builders, small and medium scale manufacturing concerns and service
providers. Typically, customers avail such borrowings to fund their businesses’ expansion and to meet their
working capital requirements. Each small enterprise finance loan is typically customized to suit the requirements of
the customer after having assessed and understood their business model.
Two-Wheeler Loans
Our target customers in this segment typically include salaried and self-employed individuals in rural and semi
urban areas. We also enter into arrangements with OEMs and dealers to offer our financial products to their
potential customers, locally or nationwide, as the case may be.
Personal Loans
In the personal loan segment, we target customer segments that do not have easy access to banks or other modes of
financing for immediate short- or medium-term funding requirements within reasonable time. Customers typically
seek personal loans for medical treatment, education and weddings. Our officials reach out directly to our personal
loan customers and visit them at their doorstep to carry out loan origination and credit evaluation, so as to ensure
speedy processing of loans.
Housing Finance
We provide housing finance loans through our subsidiary Shriram Housing Finance Limited, which is registered as
a non-deposit accepting HFC with the National Housing Bank. We grant housing finance loans for buying,
renovating, extending and improving homes.
Miscellaneous
Our Company is also registered with the IRDAI as a corporate agent. Our Company deals in life insurance and
general insurance products. Our Company has entered into agreements with Shriram General Insurance Company
Limited (“SGIC”), Bajaj Allianz General Insurance Company Limited (“BAGICL”) and Go Digit General Insurance
Limited (“Go Digit”) whereby the Company is appointed as their ‘corporate agent’ and is authorized to market and
solicit insurance products provided by SGIC, BAGICL and Go Digit to its customers and clients subject to the limits
prescribed and on the terms and conditions agreed to between the parties.
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Branch Network
As of December 31, 2022, we have a wide network of 2,901 branches across India and 60,918 employees. We have
established branches at commercial vehicle hubs along various road transportation routes across India. As of
December 31, 2022, all of our branch offices were connected to servers at our Corporate Office to enable real-time
information with respect to our loan disbursement and recovery administration. Our customer origination efforts
strategically focus on building long term relationships with our customers and address specific issues and local
business requirements of potential customers in a specific region.
We believe that SRTOs and FTBs in India generally have limited banking habits and credit history as well as
inadequate legal documentation for verification of creditworthiness. In addition, because of the mobile nature of the
hypothecated assets, SRTOs and FTBs may have limited access to bank financing for pre-owned and new
commercial vehicle financing. As a result, the pre-owned truck financing market in India is dominated by private
financiers in the unorganised sector. We have strategically expanded our marketing and customer origination
network by entering into revenue sharing agreements with more than 500 private financiers, as of March 31, 2021,
located across India involved in commercial vehicle financing. We have established a stable relationship with our
revenue sharing partners through our extensive branch network. As a result of the personnel-intensive requirements
of our business model, we rely on revenue sharing arrangements to effectively leverage the local knowledge,
infrastructure and personnel base of our revenue sharing partners.
In our typical revenue sharing agreements with our revenue sharing partners, we ensure that the revenue sharing
partner sources the applications for pre-owned and new commercial vehicle financing based on certain assessment
criteria we specify, and is generally responsible for ensuring the authenticity of the customer information and
documentation. The decision to approve a loan is, however, at our discretion.
Branding/ advertising
We use the brand name “Shriram” for marketing our products pursuant to a license agreement dated November 21,
2014 between our Company and Shriram Ownership Trust (“SOT”), as amended in terms of agreement dated March
18, 2016 and novated in terms of the deed of novation cum amendment dated May 17, 2019 entered into between
our Company, SOT and Shriram Value Services Limited (“SVS”). We believe that our brand is well recognised in
India. We have launched various publicity campaigns through print and other media specifically targeted at our
target customer profile to create awareness of our product features, including our speedy loan approval process, with
the intention of creating and enhancing our product identity. We believe that our emphasis on product promotion
will be a significant contributor to our results of operations in the future.
Due to our customer profile, in addition to a credit evaluation of the borrower, we rely on guarantor arrangements,
the availability of security, referrals from existing relationships and close client relationships in order to manage our
asset quality. All customer origination and evaluation, loan disbursement, loan administration and monitoring as well
as loan recovery processes are carried out by our relationship executives. We do not utilise or engage direct selling
or other marketing and distribution agents or appraisers to carry out these processes. We follow certain procedures
for the evaluation of the creditworthiness of potential borrowers. The typical credit appraisal process is described
below:
Initial Evaluation
When a customer is identified and the requisite information for a financing proposal is received, a branch manager or
relationship executive meets with the customer to assess the customer’s loan requirements and creditworthiness. The
proposal form requires the customer to provide information on the customer’s age, address, employment details and
annual income, as well as information on outstanding loans. The customer is required to provide proof of
identification and residence for verification purposes. In connection with the loan application, the customer is also
required to furnish a guarantor, preferably an existing or former customer, wherever required. Detailed information
relating to the guarantor is also required.
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Credit Policies
We follow stringent credit policies to ensure the asset quality of our loans and the security provided for those loans.
Any deviation from such credit policies in connection with a loan application requires prior approval. Our credit
policies include the following:
In connection with any secured retail or small enterprise loan (other than loans secured by gold), we generally
require immovable or movable property to be provided as security for the value of the loan amount and conduct
appropriate legal diligence and valuation of such properties. In cases where the borrower is unable to provide
property as security, the borrower is required to furnish a guarantee from an acceptable guarantor.
For our two-wheeler and vehicle loans, the two-wheeler or vehicle is hypothecated in favour of our Company until
closure of the loan.
With respect to gold loans, the principal form of security we accept is gold ornaments. We typically do not extend
loans against bullion, gold bars, coins or biscuits. The amount that we finance against gold is typically based on a
fixed rate per gram of gold content in the jewellery. We appraise gold jewellery based on pre-defined policies and
solely based on its gold content, without factoring in production cost, style, brand or value of any gemstones. Each
business outlet offering gold loans has designated executives for gold appraisal who operate under a clear policy
regarding their function and responsibilities. We generally lend between 50% and 60% of the price of gold as
arrived at in line with the guidelines of RBI, and our loan amount is generally lower than the guidelines prescribed
by RBI.
We finance vehicles that are used for commercial purposes. As these are income-generating assets, we believe that
this asset type reduces our credit risk. Our loans include hypothecations in our favour. Loans must be secured by
the personal guarantee of the borrower as well as at least one third party guarantor. The guarantor must be a
commercial vehicle owner, preferably our existing or former customer, and preferably operating in the same
locality as the borrower. Comprehensive insurance is required. We typically extend loans to vehicles that are less
than 12 years but age limit may vary as per usability in specific geographies.
The maximum period for repayment in case of assets shall not be more than 84 months. Security received from the
borrower is released on repayment of all dues or on collection of the entire outstanding loan amount, provided no
other existing right or lien for any other claim exists against the borrower.
Approval Process
The branch manager evaluates the loan proposal based on the creditworthiness of the borrower, proposed end use
of the loan, reference from existing customer(s) and nature of security provided by the borrower. In addition, our
branch managers may also consider other factors in the approval process such as the location and the time period of
residence, subsisting liabilities, past repayment records, and sources of income.
The branch manager is authorised to approve a loan if the proposal meets the criteria established for the approval of
a loan. We inform the customer of the outcome of the approval process, as well as the amount of loan approved, the
terms and conditions of such financing, including the rate of interest (annualised) and the application of such
interest during the tenure of the loan. A sanction letter is issued to the borrower incorporating all the financial
details such as the loan amount, tenure and rate of interest and the loan disbursement takes place only on getting the
sanction letter duly accepted by the borrower.
Prior to the loan disbursement, the loan officer ensures that a KYC checklist is completed by the Applicant. The
loan officer verifies such information provided and includes such records in the relevant loan file. The loan officer
is also required to ensure that the contents of the loan documents are explained in detail to the borrower, either in
English or in the local language of the borrower, and a statement to such effect is included as part of the loan
documentation. The borrower is provided with a copy of the loan documents executed by him.
Disbursement
Margin money and other charges are collected prior to loan disbursements. The disbursing officer retains evidence
of the customer’s acceptance of the terms and conditions of the loan as part of the loan documentation. Our
Company has initiated steps to encourage the customers to make payments of loan instalments through internet
banking and card payment.
The borrower and the relevant guarantor are required to execute a standard form of Loan cum Hypothecation
Agreement setting out the terms of the loan. A loan repayment schedule is attached as a schedule to the Loan cum
Hypothecation Agreement, which generally sets out monthly repayment terms. The Loan cum Hypothecation
Agreement also requires a promissory note to be executed containing an unconditional promise of payment to be
signed by both the borrower and the relevant guarantor.
We provide payment options: cash, cheque, demand draft, mobile wallets, UPI, NACH and USSD. Repayments are
made in monthly instalments. Loans disbursed are recovered from the customer in accordance with the loan terms
and conditions agreed with the customer. As a service to our customers, our relationship executives offer to visit
the customers on the payment date to collect the instalments due. We track loan repayment schedules of our
customers, on a monthly basis, based on the outstanding tenure of the loans, the number of instalments due and
defaults committed, if any. This data is analysed based on the vehicles financed and location of the customer.
Our management information system (MIS) department and centralised operating team monitors compliance with
the terms and conditions for credit facilities. We monitor the completeness of documentation and creation of
security through regular visits to our branches by our regional as well as head office executives and internal
auditors. All borrower accounts are reviewed at least once a year, with a higher frequency for larger exposures and
delinquent borrowers. Our lending team reviews collections regularly, personally contacts borrowers that have
defaulted on their loan payments and conducts day-to-day operations including collection of instalments from 150
to 200 borrowers each, depending on territorial dispersal. Each branch customarily limits its loans to reasonable
numbers, which enables closer monitoring of receivables. A new branch is opened to handle additional customers
beyond that limit to ensure appropriate risk management. Close monitoring of debt servicing efficiency enables us
to maintain high recovery ratios.
We believe that our loan recovery procedure is particularly well suited to our target market as reflected by our high
loan recovery ratios. The entire collection operation is administered in-house and we do not outsource loan
recovery and collection operations. In the case of default, the reasons for the default are identified by the local
relationship executive and appropriate action is initiated, such as requiring partial repayment and/or seeking
additional guarantees or collateral.
For every 30 days of delay in loan instalment payments, the matter is escalated to our branch managers. In the
event of a default on three loan instalments, the branch manager is required to make a personal visit to the borrower
to determine the gravity of the loan recovery problem and provide suitable solutions.
We may initiate the process for repossession of the vehicle in the event of a default. Branch managers are trained to
repossess underlying asset and no external agency is involved in such repossession. Repossessed vehicles are held at
designated secured facilities for eventual sale. The notice to the customer specifies the outstanding amount to be paid
within a specified period, failing which the vehicle may be disposed of. In the event that there is a shortfall in the
recovery of the outstanding amount from the sale of the vehicle, legal proceedings against the customer may be
initiated. Same recovery process is followed for other Loans also.
ASSET QUALITY
Our Company being an NBFC is covered by Rule 4 of the Companies (Indian Accounting Standards) Rules, 2015
and is required to comply with Ind AS for the preparation of their financial statements. Our Company records
allowance for ECL for all loans, other debt financial instruments not held at fair value through profit and loss
account.
Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of the
financial instrument. The 12 month ECL is the portion of Lifetime ECL that represents the ECLs that result from
default events on a financial instrument that are possible within the 12 months after the reporting date. Both Lifetime
ECL and the 12 month ECL are calculated on collective basis grouped based on its loan portfolio into SME business
loans, secured loans for new vehicles, secured loans for used vehicles, secured loans for equipment finance loans,
etc.
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Shelf Placement Memorandum
The Company has established a policy to perform an assessment, at the end of each reporting period, of whether a
financial instrument’s credit risk has increased significantly since its initial recognition, by considering the change in
the risk of default occurring over the remaining life of the financial instrument. The Company does the assessment at
the borrower level. If a borrower has various facilities having different past dues status, then the highest days past
due is considered to be applicable for all the facilities of that borrower. Based on the above principal, the company
categorizes its loans into Stage 1, Stage 2 and Stage 3 as described below:
The Company classifies all standard advances up to 30 days default period under Stage 1 where there has not been a
significant increase in credit risk since its initial recognition or low credit risk at the reporting date and that are not
credit impaired upon origination. All the exposures where there has been a significant increase in credit risk since its
initial recognition but are not credit impaired are classified under Stage 2. Thirty days past due is considered as a
significant increase in credit risk. All exposures assessed as credit impaired when one or more events that have a
detrimental impact on the estimated future cash flows of that asset have occurred are classified as Stage 3. For
exposure that have become credit impaired, a lifetime ECL is recognised and interest revenue is calculated by
applying effective interest rate to be amortized cost (net of provision) rather than the gross carrying amount.
RBI has by its notification no. RBI/2019-20/170 DOR (NBFC).CC.PD.No.109/22.10.106/2019-20 dated March 13,
2020, issued instructions and guidelines relate to specific prudential aspects of Ind AS implementation by NBFCs.
As per the said notification, NBFCs shall hold impairment allowances as required by Ind AS. In parallel NBFCs
shall also maintain the asset classification and compute provisions as per extant prudential norms on Income
Recognition, Asset Classification and Provisioning (“IRACP”) including borrower/beneficiary wise classification,
provisioning for standard as well as restructured assets, NPA ageing, etc. A comparison between provisions required
under IRACP and impairment allowances made under Ind AS 109 should be disclosed by NBFCs/ARCs in the notes
to their financial statements to provide a benchmark to their Boards, RBI supervisors and other stakeholders, on the
adequacy of provisioning for credit losses.
The following table sets forth, data regarding our Stage 3 Assets and capital adequacy ratios as per our Standalone
Financial Statements:
(Rs. in crore)
As on As on As on As on As on
December 31, September 30, September March 31, March
2022 (SFL) 2022 (SFL) 30, 2022 2022 31, 2021
(STFC) (STFC) (STFC)
Stage 3 Assets 11,058.61 10,583.05 9267.07 8,887.55 8,292.81
Stage 3 Asset net of Stage 5,450.55 5,390.79 4488.32
4446.05 4,806.68
3 Provision
Total Loan Assets as per 175,842.23 167,769.99 133730.69
Ind AS (gross of 125,699.03 1,16,191.
Provisions) (1) 59
Net Loan Assets as per 165,044.30 157,624.38 124128.60
Ind AS (Net of 116,665.15 1,12,705.
Provisions) (2) 46
Stage 3 Assets as a 6.29% 6.31% 6.93%
percentage of Total Loan
7.07% 7.06%
Asset As per Ind AS (per
cent.) (3)
Stage 3 Asset net of Stage 3.20% 3.32% 3.48%
3 Provision as a
percentage of Net Loan 3.67% 4.26%
Assets as per Ind AS (per
cent.) (4)
Tier I Capital Adequacy 21.38% 21.51% 20.59%
20.70% 19.94%
Ratio (per cent.)
Tier II Capital Adequacy 1.60% 1.69% 1.89%
2.27% 2.56%
Ratio (per cent.)
Note - The figures for the period after the appointed date for the merger of STFC and the Merged Entities (i.e.
April 01, 2022) have been restated to take the effect of merger and are therefore not comparable with figures of
STFC for the corresponding previous year periods or previously reported figures of STFC for the said quarters.
(2) SFL means Shriram Finance Limited
(3) STFC means Shriram Transport Finance Company Limited
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Shelf Placement Memorandum
(4) Merged Entities means Shriram Capital Limited and Shriram City Union Finance Limited
(1)
Total Loan Assets as per Ind AS (gross of provisions): Secured hypothecation loans, other secured loans, retained
interest on securitisation, unsecured loans and unsecured advance for hypothecation loans and includes accrued interest on
loans given, unamortised loan origination cost and net of unamortised processing fee as determined under Ind AS excluding
provisions.
(2)
Net Loan Assets as per Ind AS (Net of Provisions): Secured hypothecation loans, other secured loans, retained interest
on securitisation, unsecured loans and unsecured advance for hypothecation loans and includes accrued interest on loans
given, unamortised loan origination cost and net of unamortised processing fee as determined under Ind AS as adjusted for
ECL provisions.
(3)
Stage 3 Assets as a percentage of Loan Book As per Ind AS: Stage 3 Assets includes financial assets that have objective
evidence of impairment at the reporting date as defined under Ind AS.
(4)
Stage 3 Assets net of Stage 3 Provision.
As per our Standalone Financial Statements, our Stage 3 Assets as a percentage of total loan assets was 6.29% and
6.31% as at December 31, 2022 and September 30, 2022 respectively and our net Stage 3 Assets as a percentage of net
loan assets was 3.20% and 3.32% as at December 31, 2022 and September 30, 2022, respectively. We believe that our
eventual write offs are relatively low because of our relationship-based customer origination and customer support,
prudent loan approval processes (including adequate collateral being obtained), and our ability to repossess and dispose
of such collateral in a timely manner
Funding Sources
We have expanded our sources of funds in order to reduce our funding costs, protect interest margins and maintain a
diverse funding portfolio that will enable us to achieve funding stability and liquidity. Our sources of funding
comprise term loans (including term loans from banks and financial institutions), cash credit from banks, redeemable
non-convertible debentures, subordinated bonds, short-term commercial paper and inter-corporate deposits. Our
Company also mobilises fixed deposits.
As per our Standalone Financial Statements, as of December 31, 2022, we had an outstanding secured debt of Rs.
1,14,102.78 crore and unsecured debt of Rs. 39,224.79 crore, which were Rs 1,21,003.35 crore and Rs. 37213.62
crore as of September 30, 2022, respectively.
Borrowings
The following table sets forth the principal components of our secured borrowings, as per our Standalone Financial
Statements:
(Rs. in crore except percentage)
Particulars As on As on As on
As on March 31, As on March 31, As on March 31,
December 31, September 30, September 30,
2022 2021 2020
2022 (SFL) 2022 (SFL) 2022
Amo % Amo % Amount % Amount % Amount % Amount %
unt unt
Senior secured notes 0.77 859.01 0.71 859.01 0.89
876.8 891.40 1.01 888.35 1.05 1,204.92 1.58
6
External commercial 11,474.72 10.06 18,402.98 15.21 18,402.98 19.15
19,011.29 16.60 17,779.55 20.95 12,607.01 16.53
bond –Secured
Redeemable non-
convertible
debentures – Secured
- Privately placed 29,768.96 26.09 30,768.66 25.43 23,925.58 24.90 18,768.05 21.36 15,153.29 17.85 14,204.14 18.62
- Public issue 2,730 2.39 2,695.59 2.23 2,488.88 2.59 2,50
2.85 5,776.24 6.81 5,796.78 7.60
.47 0.63
Term loans Secured
Term loan from banks 32,37 28.37 32,112.55 26.54 19,102.00 19.88
16,755.62 19.07 13,304.70 15.67 13,259.27 17.38
– INR 6.40
Term loan from 7. 9,474.80 7.83 5,966.11 6.21
financial 8,682 61
5,685.24 6.47 3,783.20 4.46 1,446.29 1.90
institutions/corporates .36
– INR
External commercial 7,140.46 6.26 6,373.12 5.27 6,373.12 6.63
4,243.13 4.83 4,122.49 4.86 4,300.61 5.64
borrowing – FCNR
Term loan from banks 20,268.09 17.76 19,845.57 16.40 18,646.02 19.40
19,538.08 22.24 23,403.60 27.57 21,452.04 28.12
- INR -Securitisation
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Shelf Placement Memorandum
Particulars As on As on As on
As on March 31, As on March 31, As on March 31,
December 31, September 30, September 30,
2022 2021 2020
2022 (SFL) 2022 (SFL) 2022
Amo % Amo % Amount % Amount % Amount % Amount %
unt unt
Loans repayable on 0.69 471.07 0.39 335.01 0.35
demand from Banks 784.4
454.86 0.52 667.38 0.79 2,016.39 2.64
(Cash Credit from 6
banks)
Total secured 1,14,102.7 100.00 1,21,003.3 100.00 96.098.71 100.00
87,848.30 100 84,878.80 100 76,287.44 100
borrowings 8 5
Note - (1) The figures for the period after the appointed date for the merger of STFC and the Merged Entities (i.e. April 01, 2022) have
been restated to take the effect of merger and are therefore not comparable with figures of STFC for the corresponding previous year
periods or previously reported figures of STFC for the said quarters.
(2) SFL means Shriram Finance Limited
(3) STFC means Shriram Transport Finance Company Limited
(4) Merged Entities means Shriram Capital Limited and Shriram City Union Finance Limited
Increasingly, we depend on term loans from banks and the issue of redeemable non-convertible debentures as the
primary sources of our funding. We believe that we have developed stable long term relationships with our lenders,
have established a track record of timely servicing of our debts, and have been able to secure fixed rate long term
loans of three to five years tenure to stabilise our cost of borrowings.
As per our Standalone Financial Statements, as of December 31, 2022; the aggregate outstanding amount of secured
redeemable non-convertible debentures was Rs. 32,499.43 crore as compared to Rs. 33,464.25 crore as of September
30, 2022.
Our short-term fund requirements are primarily funded by cash credit from banks, including working capital loans.
Cash credit from banks outstanding, as of December 31, 2022 was Rs. 784.46 crore while as of September 30, 2022,
it was Rs.471.07 crore.
The following table sets forth the principal components of our unsecured borrowings as per our Standalone Financial
Statements:
(Rs. in crore except percentage)
As per our Standalone Financial Statements, as of December 31, 2022, our outstanding subordinated debt amounted
to Rs. 4635.02 crore which stood at Rs. 4577.73 crore as of September 30, 2022. The debt is subordinated to our
present and future senior indebtedness.
We also undertake securitisation and assignment transactions to increase our capital adequacy ratio, increase the
efficiency of our loan portfolio and as a cost-effective source of funds. We sell part of our assets under financing
activities from time to time through securitisation and assignment transactions as well as direct assignment. Our
securitisation and assignment transactions involve provision of additional collateral and deposits or bank/corporate
guarantee.
We continue to provide administration services for the securitised and assigned portfolio, the expenses for which are
provided for at the outset of each transaction. The gains arising out of securitisation and assignment, which vary
according to a number of factors such as the tenor of the securitised and assigned portfolio, the yield on the portfolio
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Shelf Placement Memorandum
securitised and assigned and the discounting rate applied, are treated as income over the tenure of agreements as per
RBI guidelines on securitisation of standard assets. Loss, if any, is recognised upfront.
Treasury Operations
Our treasury operations are mainly focused on meeting our funding requirements and managing short-term
surpluses. Our fund requirements are currently predominantly met through loans and by issue of debentures to
banks, financial institutions and mutual funds. We also place commercial paper and mobilise retail fixed deposits
(including secured non-convertible debentures) and inter-corporate deposits. We have also raised subordinated
loans eligible for Tier II capital. We believe that through our treasury operations, we are able to maintain our ability
to repay borrowings as they mature and obtain new loans at competitive rates.
Our treasury department undertakes liquidity management by seeking to maintain an optimum level of liquidity and
complying with the RBI requirement of asset liability management. The objective is to ensure the smooth
functioning of all our branches and at the same time avoid the holding of excessive cash. Our treasury maintains a
balance between interest-earning liquid assets and cash to optimise earnings.
Our treasury department also manages the collection and disbursement activities from our corporate office in
Mumbai. We actively manage our cash and funds flow using various cash management services provided by banks.
As part of our treasury activities, we also invest our surplus funds in fixed deposits with banks, liquid debt-based
mutual funds and government securities. Our investments are made in accordance with the investment policy
approved by the Board.
Our investments are predominantly in government securities, mutual funds, bank fixed deposits and certificates of
deposit with banks.
Capital Adequacy
We are subject to the capital adequacy ratio (“CAR”) requirements prescribed by the RBI. We are currently
required to maintain a minimum CAR of 15.00%, as prescribed under the Master Directions on Non-Banking
Financial Company-Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve
Bank) Directions, 2016, as amended from time to time, based on our total capital to risk-weighted assets. All
deposit taking NBFCs have to maintain a minimum capital ratio, consisting of Tier I and Tier II capital, which shall
not be less than 15.00% of its aggregate risk-weighted assets on balance sheet and risk adjusted value of off-
balance sheet items. We ordinarily maintain capital adequacy higher than the statutorily prescribed CAR. As of
March 31, 2022, our CAR computed on the basis of applicable RBI requirements was 22.97% compared to the
minimum capital adequacy requirement of 15.00% stipulated by the RBI.
The following table sets out our capital adequacy ratios derived from Ind AS on a standalone basis as on December
31, 2022, March 31, 2022, March 31, 2021 and March 31, 2020:
Particulars As of
As of March 31, As of March As of March
December
2022 31, 2021 31, 2020
31, 2022
Capital adequacy ratio (per cent.) 22.99% 22.97% 22.50% 21.99%
Tier I Capital Adequacy Ratio (per cent.) 21.38% 20.70% 19.94% 18.13%
Tier II Capital Adequacy Ratio (per cent.) 1.60% 2.27% 2.56% 3.86%
Given the relatively minimal scale of our present operations in our other business lines such as corporate agency
for insurance, we do not directly compete with others in these segments. However, as our operations in our other
business lines expand, we may face significant competition in these segments in future.
Competition
In our principal business line, the pre-owned commercial vehicle financing sector, we experience competition from
private unorganised financiers that principally operate in the local market. These private operators have significant
local market expertise, but lack brand image and organizational structure. For new commercial vehicle financing, we
compete with more conventional lenders, such as banks and other NBFCs. Given the relatively minimal scale of our
present operations in our other business lines, we do not directly compete with others in these segments. However, as
our operations in our other business lines expand, we may face significant competition in these segments in future.
Credit Rating
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The following table sets forth certain information with respect to our credit ratings as on December 31, 2022:
The rating of the long term and short term instruments by Rating Agency and/or Agencies indicates high degree of safety regarding timely
servicing of financial obligations and carrying very low credit risk.
Risk Management
We have developed a strong risk-assessment model in order to maintain healthy asset quality. The key risks and
risk-mitigation principles we apply to address these risks are summarized below:
Our results of operations are dependent upon the level of our net interest margins. Net interest income is the
difference between our interest income and interest expense. Since our balance sheet consists of rupee assets and
predominantly Rupee liabilities, movements in domestic interest rates constitute the primary source of interest rate
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Shelf Placement Memorandum
risk. We assess and manage the interest rate risk on our balance sheet through the process of asset liability
management. We borrow funds at fixed and floating rates of interest, while we extend credit at fixed rates. In the
absence of proper planning and in a market where liquidity is limited, our net interest margin may decline, which
may impact our revenues and ability to exploit business opportunities.
We have developed stable long-term relationships with our lenders and established a track record of timely
servicing our debts. This has enabled us to become a preferred customer with most of the major banks and financial
institutions with whom we do business. Moreover, our valuation capabilities enable us to invest in good quality
assets with stable, attractive yields. Significantly, our loans are classified as priority sector assets by the RBI, such
that these loans, when securitised, find a ready market with various financial institutions, including our lenders.
Liquidity Risk
Liquidity risk arises due to non-availability of adequate funds or non-availability of adequate funds at an
appropriate cost, or of appropriate tenure, to meet our business requirements. This risk is minimised through a mix
of strategies, including asset securitisation and assignment and temporary asset liability gap.
We monitor liquidity risk through our asset liability management (ALM) function with the help of liquidity gap
reports. This involves the categorisation of all assets and liabilities into different maturity profiles and evaluating
these items for any mismatches in any particular maturities, especially in the short-term. The ALM policy has
capped the maximum mismatches in the various maturities in line with RBI guidelines and ALCO guidelines.
To address liquidity risk, we have developed expertise in mobilising long-term and short-term funds at competitive
interest rates, according to the requirements of the situation. For instance, we structure our indebtedness to
adequately cover the average three-year tenure of loans we extend. As a matter of practice, we generally do not
deploy funds raised from short-term borrowing for long-term lending.
Credit risk
Credit risk is the risk that the Company will incur a loss because its customers or counterparties fail to discharge
their contractual obligations. The Company manages and controls credit risk by setting limits on the amount of risk it
is willing to accept for individual counterparties and for geographical concentrations, and by monitoring exposures
in relation to such limits.
Credit risk is monitored by the credit department of the Company. It is their responsibility to review and manage
credit risk, including environmental and social risk for all types of counterparties. Credit risk consists of line credit
managers who are responsible for their business lines and manage specific portfolios and experts who support both
the line credit manager, as well as the business with tools like credit risk systems, policies, models and reporting.
The Company has established a credit quality review process to provide early identification of possible changes in
the creditworthiness of counterparties. The credit quality review process aims to allow the Company to assess the
potential loss as a result of the risks to which it is exposed and take corrective actions.
Our branches collect a substantial amount of our customers’ payments in cash. Lack of proper cash management
practices could lead to losses. To address cash management risks, we have developed advanced cash management
checks that we employ at every level to track and tally accounts. Moreover, we conduct regular audits to ensure the
highest levels of compliance with our cash management systems. Customers are gradually migrating towards non-
cash payment modes such as NACH and Digital. Customers can use “MyShriram” app on their smartphones or
create a login under “Customer online” option on the Company website http://www.stfc.in and make loan
repayments. We are educating our customers for EMI payment through payment gateways and payments through
debit cards by swiping them in our POS machines at the branches.
Employees
As of December 31, 2022, the total number of our employees was 60,918
We have built a highly capable workforce primarily by recruiting fresh graduates. As our business model requires
an entrepreneurial approach in dealing with truck operators, we prefer to recruit and train fresh graduates in
achieving our objectives. Moreover, we prefer to recruit our workforce from the area in which they will be serving
our customers, in order to benefit from the workforce’s knowledge of the local culture, language, preferences and
territory. We emphasise both classroom training and on-the-job skills acquisition. Post recruitment, an employee
undergoes induction training to gain an understanding of our Company and our operations. Our relationship
executives are responsible for customer origination, loan administration and monitoring as well as loan recovery,
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which enables them to develop strong relationships with our customers. We believe our transparent organisational
structure ensures efficient communication and feedback and drives our performance-driven work culture.
In a business where personal relationships are an important driver of growth, relationship executive attrition may
lead to loss of business. We therefore endeavour to build common values and goals throughout our organisation,
and strive to ensure a progressive career path for promising employees and retention of quality intellectual capital
in our Company. We provide a performance-based progressive career path for our employees. For instance, we
introduced an employee stock option plan in 2005 for eligible employees. We believe our attrition rates are among
the lowest in the industry at managerial levels.
Intellectual Property
Pursuant to a license agreement dated November 21, 2014 between our Company and Shriram Ownership Trust
(“SOT”), as amended in terms of agreement dated March 18, 2016 and novated in terms of the deed of novation cum
amendment dated May 17, 2019 entered into between our Company, SOT and Shriram Value Services Limited
(“SVS”), we are entitled to use the brand name “Shriram” and the associated mark. In this regard, our Company had
to pay royalty to SOT until September 30, 2019 and currently to SVS (since SOT had gifted all its intellectual
property in the brand name “Shriram” and its associated marks to SVS, the royalty for the same commencing from
September 30, 2019 is payable to SVS) on the gross turnover of our Company. Along with the royalty, our Company
also was required to pay to SOT (until September 30, 2019) and now SVS (commencing from September 30, 2019)
amounts by way of reimbursement of actual expenses incurred by SOT / SVS in respect of protection and defense of
the copyright. The license agreement is valid until September 30, 2024, after which the agreement will be
automatically renewed for a further period of five years on the same terms, unless otherwise decided by both parties
or upon occurrence of a breach by either party of the material terms of the license arrangement. The agreement is not
terminable unless mutually agreed by both parties.
Technology
We use information technology as a strategic tool in our business operations to improve our overall productivity.
We believe that our information systems enable us to manage our nationwide operations network well, as well as to
effectively monitor and control risks.
Our Company has various security controls in place to mitigate risks and safeguard the Company against security
breaches and technological lapses, including established disaster recovery centres located in different seismic
zones, periodic upgrading of servers and data storage, accreditation from the International Organisation for
Standardisation for our Company’s information security management system and regular audits.
All our branches are online, connected through a virtual private network with our central server located at our data
centre.
Property
Our registered office is at Sri Towers, 14A, South Phase, Industrial Estate, Guindy, Chennai – 600 032, Tamil
Nadu, India. Our corporate office is at Wockhardt Towers, Level 3, West Wing, C-2, G BlockBandra Kurla
Complex, Bandra (East), Mumbai – 400 051, India. As of December 31,2022, we had 2901 branches across India.
901 We typically enter into lease agreements for these strategic business units and branch locations.
Our Company was incorporated as a public limited company under the provisions of the Companies Act, 1956, by a
certificate of incorporation dated June 30, 1979, issued by the RoC. Our Company commenced its operations,
pursuant to a certificate of commencement of business dated October 9, 1979. Subsequently, our Company has
obtained a certificate of registration dated September 4, 2000 bearing registration no. A-07-00459 issued by the RBI
to carry on the activities of a NBFC under section 45 IA of the RBI Act, 1934, which has been renewed on April 17,
2007 (bearing registration no. 07-00459).
The board of directors of Shriram Transport Finance Company Limited (“STFCL”) in its meeting held on
December 13, 2021 had approved a Composite Scheme of Arrangement and Amalgamation ("Scheme"), inter alia,
involving amalgamation of Shriram Capital Limited (after de-merger of a few undertakings from the said Shriram
Capital Limited (“SCL”) and Shriram City Union Finance Limited (“SCUF”, collectively with SCL, the “Merged
Entities”) with STFCL under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.
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STFCL had obtained approvals/no objection to the Scheme from various statutory authorities, as applicable, and
had filed the petition before the Hon’ble National Company Law Tribunal, Chennai Bench (“NCLT”) for sanction
of the Scheme, which was listed for final hearing on October 19, 2022. The NCLT has by a common order
pronounced on November 09, 2022, sanctioning the scheme. On November 14, 2022, the Company received the
certified true copy of the common order dated November 14, 2022 issued by the NCLT sanctioning the Scheme.
The appointed date of the Scheme was April 1, 2022 and the Scheme was effective from the date on which the
common order of the Hon’ble NCLT was filed with the Registrar of Companies, Chennai. Further, pursuant to the
common order of the Hon’ble NCLT and consequent upon receipt of fresh ‘Certificate of Incorporation pursuant to
change of name’ the name of Shriram Transport Finance Company Limited has been changed to Shriram Finance
Limited (“SFL”).
The registered office of our Company is at Sri Towers, 14A, South Phase, Industrial Estate, Guindy Chennai, Tamil
Nadu – 600 032.
Corporate Structure
Shriram Capital Private Limited (formerly known as Shriram Financial Ventures Pvt Ltd) and Shriram Ownership
Trust are the Promoters of the Company. Our Company has a subsidiary company called Shriram Housing Finance
Limited.
Amalgamation of Shriram Investments Limited and Shriram Overseas Finance Limited with our Company
The Hon’ble High Court of Madras vide its order dated November 25, 2005, approved the scheme of arrangement
and amalgamation of the erstwhile SIL, with our Company (“SIL Scheme of Merger”). The appointed date for the
SIL Scheme of Merger was April 1, 2005 and the record date for the purposes of re-organisation and issue of shares
pursuant to the SIL Scheme of Merger was December 21, 2005.
The Hon’ble High Court of Madras vide its order dated December 1, 2006, approved the scheme of arrangement and
amalgamation of the erstwhile SOFL with our Company (“SOFL Scheme of Merger”). The appointed date for the
SOFL Scheme of Merger was April 1, 2005 and the record date for the purposes of re-organisation and issue of
shares pursuant to the SOFL Scheme of Merger was February 9, 2007.
Pursuant to the SHMPL Scheme of Merger sanctioned under Section 391 to 394 read with Section 100 to 104 of the
Companies Act, 1956, between our Company and SHMPL, as approved by the Hon’ble High Court of Madras vide
the Merger Order, the business and undertaking of SHMPL, our erstwhile promoter, was merged into our Company
with a view of, inter alia, reducing shareholding tiers, optimizing administrative costs and enabling the shareholders
of SHMPL to hold equity shares directly in our Company. The appointed date under the SHMPL Scheme of Merger
was April 1, 2012, and the SHMPL Scheme of Merger became effective from November 5, 2012 when a certified
true copy of the order of the Hon’ble High Court of Madras approving the SHMPL Scheme of Merger was filed with
the ROC by SHMPL and our Company, (“SHMPL Effective Date”). On the SHMPL Effective Date, SHMPL was
merged into our Company without winding up of SHMPL under Section 394 of the Companies Act, 1956. Pursuant
to the SHMPL Scheme of Merger, 9,38,72,380 equity shares of the face value of Rs.10 each fully paid up of our
Company, were issued and allotted, to the members of SHMPL whose names were recorded in the register of
members of SHMPL on November 5, 2012 in connection with the SHMPL Scheme of Merger, in the ratio of
313:124 i.e. 313 equity shares of the face value of Rs.10 each fully paid up of our Company issued for every 124
equity shares of the face value of Rs.10 each fully paid up of SHMPL, held by the respective members thereof.
Accordingly, 9,33,71,512 (Nine crores thirty-three lakhs seventy-one thousand five hundred and twelve only) equity
shares of the face value of Rs.10 each of our Company, earlier held by SHMPL stood cancelled pursuant to the
SHMPL Scheme of Merger coming into effect.
Pursuant to the SEFCL Scheme of Merger sanctioned under Section 391 to 394 of the Companies Act, 1956, and the
other applicable provisions of the Act between our Company and SEFCL, as approved by the Hon’ble High Court of
Madras vide the SEFCL Merger Order dated March 31, 2016. Accordingly, the business and undertaking of SEFCL,
our erstwhile subsidiary, was merged into our Company to enable greater focus and attain synergy benefits which
would inter alia result in simplification of group structures, integration of operations, better administration and cost
reduction. The appointed date under the SEFCL Scheme of Merger was April 1, 2015, and the SEFCL Scheme of
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Shelf Placement Memorandum
Merger became effective from April 19, 2016 when a certified true copy of the order of the Hon’ble High Court of
Madras approving the SEFCL Scheme of Merger was filed with the ROC by SEFCL and our Company, (“SEFCL
Effective Date”). On the SEFCL Effective Date, SEFCL was merged into our Company without winding up of
SEFCL under Section 394 of the Companies Act, 1956 and the authorized share capital of our Company was
reorganised from Rs.5,97,00,00,000 divided into 39,70,00,000 Equity Shares and 2,00,00,000 cumulative
redeemable preference shares of Rs.100 each to ₹15,97,00,00,000 divided into 64,70,00,000 Equity Shares of Rs.10
each and 9,50,00,000 redeemable preference shares of Rs.100 each. Pursuant to the SEFCL Effective Date, no equity
shares of our Company were allotted in lieu of our Company holding shares in SEFCL and the share capital of
SEFCL stood cancelled.
Amalgamation of Shriram City Union Finance Limited and Shriram Capital Limited with our Company
Pursuant to Composite Scheme of Arrangement and Amalgamation which include merger of Shriram City Union
Finance Limited (SCUF) and Shriram Capital Limited (SCL) with Shriram Transport Finance Company Limited
(Scheme) sanctioned by the Hon'ble National Company Law Tribunal, Special Bench – II, Chennai vide its order
dated November 14, 2022 read with Corrigendum dated November 17, 2022 to the order (“Order”). The Appointed
Date of the Scheme is April 1, 2022. Pursuant to Clause 6.9 of the Scheme, the name of the Company had changed
from “Shriram Transport Finance Company Limited” to “Shriram Finance Limited” with effect from November 30,
2022 upon the receipt of 'Certificate of Incorporation pursuant to change of name' issued by the Registrar of
Companies (RoC-Chennai). The authorised share capital of our Company was reorganised from Rs. 15,970,000,000
divided into 647,000,000 Equity Shares of Rs. 10 each and 95,000,000 redeemable preference shares of Rs. 100
each to Rs. 426,550,000,000 divided into 2,975,500,000 Equity Shares of Rs. 10 each and 129,000,000 preference
shares of Rs. 100 each. 17,43,44,710 equity shares of face value of Rs.10 each of the Company were issued and
allotted to the members of SCUF and SCL whose names appeared in the Register of Members of SCUF and SCL as
on Record Date i.e. November 30, 2022 in the share exchange ratio of 155 equity shares of Rs.10/- each fully paid
up of the Company for every 100 equity shares of Rs.10/- each fully paid up of SCUF and 97,83,305 Equity Shares
of Rs.10/- each fully paid up of the Company for every 10,00,00,000 Equity Shares of Rs. l/- each fully paid up of
SCL. Accordingly, 2,23,71,594 Equity Shares of face value of Rs.10 each held by SCL in SCUF and 7,04,37,147 equity
shares of face value of Rs.10 each of the Company held by SCL stood cancelled pursuant to the Scheme coming into
effect.
The main objects of our Company as contained in our Memorandum of Association are:
To carry on and undertake business as Financiers and Capitalists, to finance operations of all kinds such as
managing, purchasing, selling, hiring, letting on hire and dealing in all kinds of vehicles, motor cars,
motor buses, motor lorries, scooters and all other vehicles;
To undertake and carry on all operations and transactions in regard to business of any kind in the same
way as an individual capitalist may lawfully undertake and carry out and in particular the financing Hire
Purchase Contracts relating to vehicles of all kinds;
To carry on and undertake business as Financier and Capitalists to finance operations of all kinds such as
managing, purchasing, selling, hiring, letting on hire and dealing in all kinds of property, movable or
immovable goods, chattels, lands, bullion;
To undertake and carry on all operations and transactions in regard to business of any kind in the same
manner as an individual capitalist may lawfully undertake and carryout and in particular financing hire
purchase contracts relating to property or assets of any description either immovable or movable such as
houses, lands, stocks, shares, Government Bonds;
To carry on and become engaged in financial, monetary and other business transactions that are usually
and commonly carried on by Commercial Financing Houses, Shroffs, Credit Corporations, Merchants,
Factory, Trade and General Financiers and Capitalists;
To lend, with or without security, deposit or advance money, securities and property to, or with, such
persons and on such terms as may seem expedient;
To purchase or otherwise acquire all forms of immovable and movable property including Machinery,
Equipment, Motor Vehicles, Building, Cinema Houses, Animals and all consumer and Industrial items
and to lease or otherwise deal with them in any manner whatsoever including resale thereof, regardless of
whether the property purchased, and leased be new and/or used;
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Shelf Placement Memorandum
To provide a leasing advisory counselling service to other entities and/or form the leasing arm for other
entities;
The Company shall either singly or in association with other Bodies Corporate act as Asset Management
Company/Manager/Fund Manager in respect of any Scheme of Mutual Fund whether Open-End Scheme
or Closed-end Scheme, floated/ to be floated by any Trust/Mutual Fund (whether offshore or on shore)/
Company by providing management of Mutual Fund for both offshore and onshore Mutual Funds,
Financial Services Consultancy, exchange of research and analysis on commercial basis;
Constitute any trust and to subscribe and act as, and to undertake and carry on the office or offices and
duties of trustees, custodian trustees, executors, administrators, liquidators, receivers, treasurers, attorneys,
nominees and agents; and to manage the funds of all kinds of trusts and to render periodic advice on
investments, finance, taxation and to invest these funds from time to time in various forms of investments
including shares, term loans and debentures etc.;
Carry on and undertake the business of portfolio investment and Management, for both individuals as well
as large Corporate Bodies and/or such other bodies as approved by the Government, in Equity Shares,
Preference Shares, Stock, Debentures (both convertible and non-convertible), Company deposits, bonds,
units, loans obligations and securities issued or guaranteed by Indian or Foreign Governments, States,
Dominions, Sovereigns, Municipalities or Public Authorities and/or any other Financial Instruments, and
to provide a package of Investment/Merchant Banking Services by acting as Managers to Public Issue of
securities, to act as underwriters, issue house and to carry on the business of Registrar to Public
issue/various investment schemes and to act as Brokers to Public Issue;
Without prejudice to the generality of the foregoing to acquire any share, stocks, debentures, debenture-
stock, bonds, units of any Mutual Fund Scheme or any other statutory body including Unit Trust of India,
obligations or securities by original subscription, and/or through markets both primary, secondary or
otherwise participating in syndicates, tender, purchase, (through any stock exchange, OTC exchange or
privately), exchange or otherwise and to subscribe for the same whether or not fully paid up, either
conditionally or otherwise, to guarantee the subscription thereof and to exercise and to enforce all rights
and powers conferred by or incidental to the ownership thereof and to advance deposit or lend money
against securities and properties to or with any company, body corporate, firms, person or association or
without security and on such terms as may be determined from time to time;
To engage in Merchant Banking activities, Venture Capital, acquisitions, amalgamations and all related
merchant banking activities including loan syndication;
To act as investors, guarantors, underwriters and financiers with the object of financing Industrial
Enterprises, to lend or deal with the money either with or without interest or security including in current
or deposit account with any bank or banks, other person or persons upon such terms, conditions and
manner as may from time to time be determined and to receive money on deposit or loan upon such terms
54
Shelf Placement Memorandum
and conditions as our Company may approve provided that our Company shall not do any banking
business as defined under the Banking Regulations Act, 1949;
To carry on in India or elsewhere the business of consultancy services in various fields, such as, general,
administrative, commercial, financial, legal, economic, labour and industrial relations, public relations,
statistical, accountancy, taxation and other allied services, promoting, enhancing propagating the activity
of investment in securities, tendering necessary services related thereto, advising the potential investors on
investment activities, acting as brokers, sub-brokers, Investment Consultant and to act as marketing
agents, general agents, sub agents for individuals/ bodies corporate/Institutions for marketing of shares,
securities, stocks, bonds, fully convertible debentures, partly convertible debentures, Non-convertible
debentures, debenture stocks, warrants, certificates, premium notes, mortgages, obligations, inter
corporate deposits, call money deposits, public deposits, commercial papers, general insurance products,
life insurance products and other similar instruments whether issued by government, semi government,
local authorities, public sector undertakings, companies corporations, co-operative societies, and other
similar organizations at national and international levels;
To carry on the business of buying, selling of trucks and other CVs and reconditioning, repairing,
remodelling, redesigning of the vehicles and also acting as dealer for the said vehicles, for all the second
hand commercial and other vehicles and to carry on the business of buying, selling, importing, exporting,
distributing, assembling, repairing and dealing in all types of vehicles including re-conditioned and re-
manufactured automobiles, two and three wheelers, tractors, trucks and other vehicles and automobile
spares, replacement parts, accessories, tools, implements, tyres and tubes, auto lamps, bulbs, tail light and
head light bulbs, assemblies and all other spare parts and accessories as may be required in the automobile
industry.
To engage in the business of investment promotion including facilitating strategic investor/private equity
investor/ third parties to invest in promoted entities, to form, promote any Company or Companies,
whether Indian or foreign, having amongst its or their objects the acquisition of all or any of the assets or
control or development of the Company which could or might directly or indirectly assist the Company in
the management of its business or the development of its properties and to pay all or any of the costs and
expenses in connection with any such promotion or incorporation and to renumerate any person or
Company in any matter it shall think fit for services rendered or to be rendered in obtaining subscriptions
for or guaranteeing the subscription of or placing of any shares in the capital of the Company or any
bonds, debentures, obligations or securities of the Company.
To carry on the business of portfolio managers in syndicates in software and in shares, debentures, stocks
or any other money market instruments.
As on the date of this Shelf Placement Memorandum, our Company has one Shriram Housing Finance Limited
(SHFL) unlisted subsidiary company in which the Company holds 85.02% equity share capital. SHFL is a Non-
Deposit-accepting housing finance company registered with the National Housing Bank and regulated by
Reserve Bank of India (Registration Number- 08.0094.11). SHFL obtained license in August 2011 from NHB
and started operations in December 2011. SHFL,CIN- U65929TN2010PLC078004 has its registered office at
123,Angappa Naicken Street, Chennai- 600001 and corporate office at Level 3, East Wing, Wockhardt Towers,
C-2, G Block, Bandra – Kurla Complex, Mumbai – 400 051, www.shriramhousing.in with Branches in India.
The equity shares of SHFL are not listed on any of stock exchange, but has debt securities listed on BSE
Limited. SHFL provides loans for the purchase or construction of residential space and loans against property.
Our Company holds 44.56% of the ownership interest in Shriram Automall India Limited, which is the only
associate company of our Company.
The Company is managed by its Board of Directors. The Promoters of the Company are Shriram Capital
Private Limited (formerly, Shriram Financial Ventures Pvt Limited) and Shriram Ownership Trust. The
Company has a subsidiary company called Shriram Housing Finance Limited and an Associate Shriram
Automall India Limited
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Shelf Placement Memorandum
License agreement dated November 21, 2014, between Shriram Ownership Trust (“SOT”) and our Company
read with the Addendum no. 1 to the license agreement dated March 18, 2016, between the same parties read
with deed of novation cum amendment dated May 17, 2019, between the same parties and Shriram Value
Services Limited (“SVS”) (the “License Agreement”)
Pursuant to the License Agreement, SOT granted a non-exclusive license on a non-transferable and non-
assignable basis to use the brand name “SHRIRAM” and the associated mark (the “Brand Name”) to our
Company in connection with the business activities of our Company in the territory of India during the term of
the Brand Name. Pursuant to SOT gifting its intellectual property in “SHRIRAM” and associated marks to SVS,
the Company, SOT and SVS have entered into a deed of novation cum amendment dated May 17, 2019 to record
the same.
Consideration: A license fee of 1.00 per cent. on the total income of our Company every financial year. The total
amount of license fee the Company pays to SOT (upto September 30, 2019) and to SVS (after September 30,
2019) in a Fiscal shall be subject to a ceiling of 5.00 127 per cent. of the profit of the Company before tax and
license fee with effect from April 1, 2015. Duration: The License Agreement will remain in force for a period of
five years commencing from until September 30, 2024, after which the agreement will be automatically renewed
for a further period of five years on the same terms, unless otherwise decided by both parties or upon occurrence
of a breach by either party of the material terms of the license arrangement. The agreement is not terminable
unless mutually agreed by both parties. Each party is entitled to terminate this Agreement upon a material breach
of the terms and conditions of the license set forth in the agreement by the other party, which has not been cured
within a period of 90 days following receipt of written notice of such breach.
Arbitration: Any dispute or difference arising between SOT / SVS and our Company shall be referred to an
arbitrator decided on a mutual consent and the decision of the arbitrator is final and binding on both the parties.
The place of arbitration shall be in Chennai.
Service Agreement dated December 26, 2022 between Shriram Financial Ventures (Chennai) Private
Limited (now Shriram Capital Private Limited) and our Company, (“Service Agreement”)
Our Company has executed the Service Agreement with Shriram Financial Ventures (Chennai) Private Limited
(now Shriram Capital Private Limited) (“SCPL”) for formalising its arrangement with regard to the role and
services to be provided by SCPL to our Company. The main terms of the Service Agreement are:
(a) Role of SCPL: SCPL shall provide certain high-end business and management support services to the
Company which are extremely critical from the perspective of business operations of the Company. As these
services are extremely strategic in nature and the Company will require these services of strategic nature from
SCPL. These cover key areas such as strategy, synergy, business development, risk management, regulatory
and taxation compliances, external relations, etc.
(b) Consideration: Rs.22,00,00,000 per annum (Rupees twenty two crore only) payable in equal quarterly
instalments, excluding taxes (like Service Tax / GST etc. as may be applicable). The Fee shall be payable with
effect from 1st December 2022. The Fee shall stand increased by 5% (five percent) per annum from December 1st
of every year over the Fee paid during the previous year.
(c) Term: The Service Agreement came into effect on December 01, 2022 and shall remain valid for a period of
5 (five) years unless terminated earlier by either party with notice period of 1 (one) year. On the expiry of 5
(five) years, this Agreement shall automatically stand renewed with the same annual increases as set out herein,
unless otherwise agreed to in writing between the SCPL and the Company.
(d) Arbitration: All disputes under the Service Agreement shall be settled by arbitration by a sole arbitrator to
be mutually agreed by the parties in accordance with the provisions of Arbitration and Conciliation Act, 1996.
The place of arbitration is in Chennai and the language of arbitration is English.
LEGAL PROCEEDINGS
We are, from time to time, involved in a number of legal proceedings in the ordinary course of our business,
which involve matters pertaining to, amongst others, tax, regulatory, recovery proceedings and other disputes.
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Shelf Placement Memorandum
Except as disclosed below, there is no outstanding litigation involving our Company that would have a material
and adverse effect on the operations or the financial position of the Company.
Further, except as stated below, our Company is not aware of any pending litigation involving the Company
which involves issues of moral turpitude or criminal liability, material violations of statutory regulations or
proceedings relating to economic offences.
1. Our Company filed an appeal before the Supreme Court of India, Special Leave Petition (Civil) (9711-
9713) of 2014 against the common final judgment and order dated October 8, 2013 passed by the High
Court of Judicature at Calcutta in Writ Petition No. 24 of 2010, Writ Petition No. 4 of 2011 and Writ
Petition No. 6 of 2011 challenging the decision to uphold the imposition of value added tax on NBFCs
disposing off vehicles for recovery of loans taken by borrowers by treating said NBFCs as dealers as
defined under Section 2 (11) of the West Bengal Value Added Tax 2003. The aforesaid matter is pending
hearing and final decision.
2. Our Company, on April 8, 2019, received a show cause notice dated March 30, 2019 (the “SCN”) from
the Directorate of Enforcement which functions under the aegis of Ministry of Finance, Government of
India. The SCN relates to the issue of warrants by SHMPL to a non-resident investor pursuant to a share
subscription agreement executed in 2006. It is alleged in the SCN that warrants issued by SHMPL were
not permitted instruments which could be issued to non-resident investors in 2006 and accordingly there
was a contravention of provisions of the FEMA and the relevant rules made thereunder to the extent of
Rs. 24,360.12 lacs. The SCN was issued to our Company in its capacity as a successor in interest of
SHMPL to show cause as to why adjudication proceedings should not be initiated against it and certain
individuals who were the then directors of SHMPL at the relevant time. During 2006 and 2007, SHMPL,
which was classified as an investment holding company under the applicable regulatory regime, issued
equity shares and warrants to Newbridge India Investments II Limited (the “Newbridge”). The approval
granted by the Foreign Investment Promotion Board, also functioning under the aegis of Ministry of
Finance, Government of India (“FIPB”) (the “FIPB Approval”), permitted SHMPL to issue equity
shares to the Newbridge and investment by SHMPL in equity shares and warrants to be issued by three
non-banking financial companies in which 100% foreign direct investment was permitted under the
extant direct foreign investment policy of the government of India, utilising the monies received from
the Newbridge. All warrants issued by SHMPL to the Newbridge were converted into equity shares of
SHMPL in 2006 and 2007. There was a delay on the part of SHMPL in filing the relevant forms
indicating the receipt of monies from the Newbridge and issue of equity shares and warrants against
such receipt, and the relevant forms were filed in 2013 (after amalgamation of SHMPL with our
Company). Our Company, in the capacity of successor of interest of erstwhile SHMPL had filed a
compounding application for the delay and had paid the penalty imposed on us by the RBI. At this time,
the RBI had referred to the FIPB Approval (as amended by a subsequent letter from the FIPB dated
January 31, 2006) and indicated that since the FIPB Approval only mentioned the issue of equity shares
to the Newbridge, a post-facto approval/ clarification be obtained from the FIPB regarding issue of
warrants to the Newbridge. Accordingly, our Company had, in a letter dated March 14, 2013 written to
the FIPB, in response to which a letter dated March 20, 2013 was received by our Company from the
FIPB stating that the policy regarding issue of warrants was not explicit in the year 2006 when the
warrants in question were issued by then SHMPL and that since the warrants in question have already
been converted into equity shares, there was no requirement of their approval. In the years 2016 and
2017, the Enforcement Directorate raised queries in relation to the aforementioned issue of warrants in
the year 2006 by SHMPL, to which our Company has responded and provided all documents requested,
including by way of personal appearances and submissions made by our executive director and senior
management personnel. Pursuant thereto, the Company received the SCN on April 8, 2019. Our
Company has filed its reply to the SCN on June 6, 2019 setting out why the Company believes that the
issuance of the SCN was not warranted. The Company received an order dated March 4, 2020 from the
Directorate of Enforcement (“ED”) which imposed a penalty of Rs. 50,000,000 on the Company in
connection with the matter citing contravention of provisions of Section 6(3)(b) of FEMA, 1999 read
with Regulation 4 of Foreign Exchange Management (Transfer or Issue of Security by a Person Resident
outside India) Regulations, 2000. In this regard, the ED has also levied a penalty of Rs. 5,000,000, each,
on three persons, the then directors of the erstwhile SHMPL. Our Company has further filed a writ
petition dated June 4, 2020 before the High Court of Madras, requesting, inter alia, for a stay of the
order dated March 4, 2020. On July 1, 2020, the High Court of Madras has admitted the Company's writ
petition challenging the order dated March 04, 2020 of the Directorate of Enforcement (ED) levying
penalty of Rs. 50,000,000 on the Company and granted conditional stay order with the direction to the
Company to deposit 25% of the penalty amount in the Court and the three persons to deposit 10% of
their respective penalty amounts with the court within four weeks. The Company has deposited the
amount with the Hon’ble Madras High Court. The matter is sub judice. The Deputy Legal Adviser,
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Shelf Placement Memorandum
Directorate of Enforcement has filed an appeal before the Hon’ble Appellate Tribunal for Foreign
Exchange, New Delhi (Appellate Tribunal) against the said order dated March 04, 2020 of the Special
Director of Enforcement. The Company will contest the appeal filed in the Hon’ble Appellate Tribunal
in the competent forum to seek appropriate legal remedy.
In relation to the SCN received by the Company in relation to the issue of warrants by SHMPL, our
Company and our Director Mr. Ravi Devaki Venkataramam (erstwhile director of SHMPL and two
persons, the erstwhile directors of the erstwhile SHMPL have received notices dated February 24, 2021
issued by the Zonal office of the Enforcement Directorate (“Final Demand Notices”), referring to its
order of March 4, 2020 and the fact that payment has not been made as per the terms of the
aforementioned notice. The notice provides a final opportunity to the addressees to make payment of the
balance amount (over and beyond the monies deposited in accordance with the conditional stay order of
the High Court of Madras) within 10 days of receipt of the notice. On March 11, 2021 the Company,
said Director and the two erstwhile directors of SHMPL have sent replies to the Final Demand Notice,
referring to the stay order granted by the High Court of Madras and stating that amounts paid by them
have been paid as per the directions of the High Court of Madras. The reply further highlights that the
order of the High Court was issued in the presence of the Enforcement Directorate and the payment of
monies in accordance with the order has been acknowledged by the Enforcement Directorate.
Accordingly, the replies call for withdrawal of the Final Demand Notices.
3. Transgulf Frozen Food Containers Private Limited had filed, a first information report against, inter alia,
our Company, our former director Mr. Arun Duggal and our Director Mr. Umesh Govind Revankar, on
December 26, 2014 at the Kavi Nagar Police Station, District Ghaziabad under Sections 420, 467, 468,
471 and 120-B of the Indian Penal Code, 1860. A charge sheet was filed and a criminal case no. 10030 of
2016 read with case no. 2784/2017 was initiated against our Company. Mr. Umesh Revankar, director
made personal appearance in the Court on 6th October,2022 and denied all charges contained in the
charged sheet filed against him. His discharge application is pending in the court. Mr. Arun Duggal has
sought exemption for personal appearance in the Court .Vide order dated 19th October, 2022, the
Hon’ble High Court, Allahabad , allowed his application for exemption from personal appearance in the
court and quashed the impugned order dated 29th September, 2019 passed by the Additional Sessions
Judge , Ghaziabad in Criminal Application No. 32 of 2019 and order dated 27th October,2018 passed by
the Additional Chief Judicial Magistrate , Ghaziabad in Criminal case No. 2784 of 2017 and remanded
the case to the Trial Court, Ghaziabad to consider and decide the discharge application of Mr. Arun
Duggal afresh in accordance with law. The Trial Court, Ghaziabad pronounced its order on 6th
December, 2022 to dismiss the discharge application of Mr. Arun Duggal. The copy of the order is
awaited. Mr. Arun Duggal will consider the various legal remedies challenging the order, including filing
appeal/revision application against this order before the Session Court, Ghaziabad.
4. Status: challan already presented before Court and now fixed for Evidence. For Mr. Arun Duggal, a
revision petition is filed before the session court against the Discharge application.
5. Mr. Praveen Sharma has filed a first information report dated August 3, 2015 under Sections 406, 420,
465 and 506 of the Indian Penal Code, 1860, against,inter alia, our Director, Mr. Umesh Govind
Revankar in relation to non-payment of his fees. The matter is currently pending before the Chief Judicial
Magistrate, Lucknow. Thereafter, Mr. Revankar and certain other defendants had filed a petition before
the High Court seeking quashing of the FIR. The petition has been disposed off by the High Court by
way of an order dated April 25, 2016 on the ground that the cause of action was purely of a civil nature
and with a direction to the State of UP to file the final report. The complainant has subsequently filed a
protest petition before the Chief Judicial Magistrate, Lucknow, which is currently pending.
6. Mr. Abhishek Shukla has filed a first information report dated October 18, 2015 under Sections 406 and
420 of the Indian Penal Code, 1860, against, inter-alia, our Director, Mr. Umesh Govind Revankar in
relation to non-payment of his fees. The matter is currently pending before the Chief Judicial Magistrate,
Lucknow. Thereafter, a petition by the defendants was filed before the High Court seeking quashing of
the FIR. The petition has been disposed off by the High Court by way of an order dated April 1, 2016 on
the ground that the cause of action was purely of a civil nature and with a direction to the State of UP to
file the final report. The matter is currently pending. The complainant has subsequently filed a protest
petition before the Chief Judicial Magistrate, Lucknow, which is currently pending.
7. Certain criminal cases and recovery suits have been filed by our Company against various parties in
relation to alleged violations arising in the ordinary course of our business and operations under, amongst
others, the Indian Penal Code. These matters are currently pending at various stages of adjudication.
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Show cause notices and proceedings initiated by SEBI against the Company, Promoter or Promoter
Group:
NIL
1. Our Company filed a writ petition (no. 26590/2017 and no. 27066 to 27076/2017) before the High Court
of Karnataka challenging the correctness of various orders of re-assessment passed by the Deputy
Commissioner of Commercial Taxes, Bengaluru, under sections 39(1), 72(2) and 36(1) of the Karnataka
Value Added Tax Act, 2003 (relating to interest amounts and penalty payable) pertaining to the tax
period from 2010-2017. The issue under consideration in these petitions is whether a person (like our
Company) is a “Dealer” within the Karnataka Value Added Tax Act, 2003 and whether on the sale by
way of auction of the vehicles re-possessed from a defaulting borrower, our Company is liable to pay
value added tax on such sale. The Honorable High Court of Karnataka, by its order dated 28 June 2017,
has granted interim relief stating that no coercive process shall be taken against our Company for
recovery of the demand amount by the Commercial Tax Officer, Bengaluru, subject to our Company
depositing 30 per cent. of the disputed tax amount within four weeks from the date of aforesaid order,
which our Company has deposited with the High Court. The petition is pending hearing and final
disposal. Our Company has also prayed to stay all further proceedings pursuant to order of re-
assessment and consequential notice of demand dated February 8, 2019 passed by Deputy
Commissioner of Commercial Taxes (Audit) under Section 39(1) of the Act, pertaining to assessment
periods commencing from April 1, 2016 to March 31, 2017.
2. Our Company is contesting several disputed income tax, service tax and VAT matters before various
appellate authorities. The contingent liabilities as per Indian Accounting Standard 37 as of December 31,
2022 included contingent liabilities in respect of income tax demands where the Company has filed an
appeal before various authorities of ₹ 72.18 crores, VAT demand where the Company has filed an appeal
before various appellate courts aggregating ₹ 12.57 crores and a service tax demand for ₹ 2,056.60
crores.
3. Our Company has received an order dated 19 December 2018 from the Commissioner of CGST and
Central Excise demanding service tax on provision of collection of receivables in respect of
Securitisation / Direct assignments, etc., amounting to INR 1,977.54 million for the period from 1 April
2008 to 31 March 2015. In relation to certain securitisation / direct assignment transactions, our
Company had charged a nominal fee or a nil fee for services provided in relation to collection and
recovery of the assets assigned/ securitised and the Commissioner of CGST and Central Excise in their
order has held that the services rendered by us has not been adequately valued and accordingly service
tax has to be paid on the taxable value of our services (arrived at in the manner provided under the
relevant rules and regulations in this regard), irrespective of actual fee charged, if any. The same is
disclosed under contingent liability. Our Company has filed an appeal at the Customs Excise and Service
Tax Appellate Tribunal, West Zonal Bench Mumbai, in the month of March 2019. Our Company’s main
contention in the appeal is that if the parties have commercially agreed that the fee for certain services in
nil or nominal, the tax on such service should be limited to a portion of the fee so agreed upon. Matter is
listed on 23/02/2023.
4. Our Company filed a writ petition (no. 45164 /2017) on 28 December 2017 before the High Court of
Judicature at Hyderabad for the State of Telangana and State of Andhra Pradesh (the “High Court”)
against the order passed by the Deputy Commissioner (CT), Secunderabad Division, Hyderabad in suo
moto revision proceeding in Rc.No.R1/46/2014 dated 8 November 2017. The issue under consideration
in this petition is whether NBFCs are liable to pay tax on the monies generated from sale of repossessed
vehicles for realizing the outstanding dues against loans advanced to customers and whether such sale of
repossessed vehicles would constitute a “sale” within the meaning of the Andhra Pradesh Value Added
Tax Act, 2005. The High Court of Judicature at Hyderabad for the State of Telangana and State of
Andhra Pradesh, by its order dated 2 January 2018, has granted stay of recovery of disputed tax, subject
to our Company paying one-third of the disputed tax amount within four weeks from the date of the
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Shelf Placement Memorandum
aforesaid order, which our Company has deposited with the High Court. Since our Company has already
paid one-third of the disputed tax amount, the High Court has in terms of its order dated August 20, 2020
granted interim stay with respect to the proceedings. The petition is pending hearing and final disposal.
5. The Company has received an orders from the office of the Commissioner (CGST) dated September 30,
2020 and March 17, 2021 which has raised a demand to the tune of INR 1,402.72 Crores and INR 375.94
crores respectively for the period from FY 2006-07 to 2015-16 and FY 2016-17 to 2017-18 (upto June
2017) respectively including interest and penalty. The order has been made on the basis that the
Company, a registered NBFC, was providing hire-purchase and financial leasing services for commercial
vehicles and did not pay service tax on the income earned on the said activities. The services being
carried out by the Company referred to in the order came to light during the course of an audit of the
accounts of Shriram Investments Limited, an entity which has been merged into the Company with effect
from April 01, 2005. The Company has filed a writ petition in the Bombay High Court against the said
Order received on December 24, 2020.
There are no litigation, economic or securities related offences, civil or criminal prosecutions for any offences,
or regulatory proceedings (irrespective of whether they are covered under Part I of Schedule V of the
Companies Act, 2013, as amended) tax liabilities, disputes, non-payment of statutory dues nor any defaults or
arrears claimed against or otherwise involving the Promoter, whose outcome have a material adverse effect on
the financial position, operations or prospects of the Company.
Legal Cases against erstwhile Shriram City Union Finance Limited and its Directors
There is a criminal matter proceeding (106/2019) pending at District Court Karad which was filed by the Mr.
Sangramsingh Madhavrao Ghatge against erstwhile Shriram City Union Finance Limited (SCUF) and Directors
of SCUF in March 2019. The matter stems from a customer who belatedly in 2012 contested loan amount
disbursed and interest rate charged by SCUF among other things as it wasn’t in line with what he was promised
by an agent and erstwhile SCUF. erstwhile SCUF disbursed the loan in line with its Policies, and the customer
has been a non-starter in paying EMIs. This matter was taken to arbitration by SCUF in 2013 and the arbitration
award for the case in favor of SCUF. Subsequently the complainant filed a criminal FIR in 2019. SCUF filed a
writ petition bearing No. 2718/2019 in the Mumbai High Court for quashing of FIR. Last date of hearing was
on July 1, 2021 but it did not come up for hearing due to many number of cases on board. Due to Covid SOP,
only virtual hearing were allowed for those matters which were on board. Posted for hearing December 8, 2022
and adjourned to further date. It will be as per Case Management Information System of the honorable High
Court.
There is a criminal matter proceeding (2664/2020) pending before honorable Judicial Magistrate in Nagpur
which is filed by the Mrs. Neeta Manish Mehta against Shriram City Union Finance Limited (SCUF) and its
Directors in 2017. The matter is contested by the borrower that she was deceived and would be publicly labelled
as a willful defaulter by SCUF. SCUF has not published her name anywhere as a defaulter. SCUF has won an
arbitration award basis non-repayment of loan by the borrower. She filed a criminal complaint at the Judicial
Magistrate in Nagpur. SCUF filed writ petition No. 1145/2021 at the District Court, Nagpur, challenging issue
process order of JMFC. Ad-Interim order staying the criminal proceeding passed by District Court. Both side
argument completed. Matter kept for order. SCUF has filed a writ petition at Honourable High Court in Nagpur
against it to order and to quash the original complaint. Matte stayed by District Court on October 4, 2021.
Posted for hearing on January 24, 2023.
3. Y Balamurali Krishna
There is a civil proceeding (429/2019) pending at before the Hon’ble District IInd Additional District Judge,
R.R.District at L.B.Nagar which is filed by the Y Balamurali Krishna against Shriram City Union Finance
Limited (SCUF) and its Directors. The matter stems from a customer who is claiming INR 40 lakhs of damages
for financial hardships and compensation for loss of business due to false suits filed by SCUF. The complainant
has only paid 6 EMIs completely and one partially, post which SCUF had taken the case to the arbitration. The
case was posted for hearing in September 2021(September 20, 2021) . As per ROC. No. 391/SO/2020 dt. March
16, 2020 of the Hon’ble High Court, T.S. The matter is posted for hearing on February 2, 2023.
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4. Gunasekhar
The customer availed a Loan of Rs.18,00,000/- by agreeing to repay as per the schedule. executed Loan
Agreement in favour of the Company. The Complainant for the loan transaction along with the guarantors
also mortgaged his land by way of Regd Deposit of Title Deeds towards security. The complainant not able
to pay installments hence, he proposed for one time settlement with the company. The complainant had put
an allegation that there was an oral understanding between him and Company officials and the Company
official offered to sell his land abating No-objection from the company.
FIR 6 of 2021 registered by Kalyandurg PS, Anantapur District for pending investigation before the PS and
the Company filed Quash petition u/s 482 of Cr.PC on behalf of the Chairman. The same is yet to be filed
before the Hon'ble High Court of Amaravathi (AP). The Hon'ble High court passed stay order for further
investigation in Cr. No.6/2021, Kalyandurg town. Stay is pending and case settled outside court. Both parties
set to withdraw the case before the Hon’ble court, Anantapur Dist shortly.
The Company is managed by its board of directors. The Promoter of the Company is Shriram Capital Private
Limited (formerly known as Shriram Financial Ventures (Chennai) Pvt Ltd and Shriram Ownership Trust. The
Company has a subsidiary company called Shriram Housing Finance Ltd.
Not Applicable.
v. A columnar representation of the audited financial statement (i.e. profit and loss statement, balance sheet
and cashflow statement) both on standalone and consolidated basis for a period of three completed years
along with the auditor’s report and the requisite schedules, footnotes, summary etc.
vi. Key operational and financial parameters for the last 3 audited years (consolidated basis)
A summary of our key operational and financial parameters derived from Ind AS financial statements on a consolidated basis
for the latest quarter ended on September 30, 2022, Fiscal 2022, Fiscal 2021 and Fiscal 2020 are as follows*:
Balance Sheet
Total Financial assets 1,97,359.93 2,00,370.64 1,45,878.97 1,40,442.41 1,28,368.73 1,13,302
Total Non-financial assets 6,612.70 6,269.02 2,074.37 1,825.75 1,459.05 964
Total Assets 2,03,972.63 2,06,639.66 1,47,953.34 1,42,268.16 1,29,827.78 1,14,266
1,60,602.43 1,65,034.04
Total Financial liabilities 1,20,528.94 1,15,874.48 1,07,766.67 95,792
701.47 578.2
Total Non-financial liabilities 446.01 299.42 343.82 332
42,392.50 40,753.56
26,978.87 26,094.26 21,717.29 18,142
Equity (equity and other equity)
Total equity and liabilities 2,03,972.63 2,06,639.65 1,47,953.34 1,42,268.16 1,29,827.78 1,14,266
Profit and Loss
Total revenue 22,542.16 14,732.77 5,149.26 19,274.23 17,436.40 16,583
From operations 22,524.13 14,716.07 5,144.81 19,255.17 17,420.45 16,562.36
Other income 18.03 16.70 4.45 19.06 15.95 20.27
Total Expenses 16,529.08 10,891.56 3,842.38 15,724.98 14,158.39 13,143.96
Total Comprehensive Income 4,326.13 2,727.64 884.13 2,598.28 2,406.01 2,507.78
Other comprehensive income (143.89) (122.95) (82.39) -122.82 92.82 -4.49
Profit / loss 6,013.08 3,841.21 1306.88 3,549.25 3,278.01 3.438.67
Profit / loss after tax 4,470.02 2,850.59 966.52 2,721.10 2,498.83 2,512.27
Earnings per equity share
(face value Rs. 10/- per equity share)
Basic (Rs.) 119.38 76.13 35.73 102.23 101.44 110.73
Diluted (Rs.) 118.89 75.84 35.73 102.23 101.44 110.73
Cash Flow
Net cash generated from operating activities -2,667.73 -8,859.02 4238.76 -3,131.44
Net cash used in / generated from investing activities -28.30 -34.33 -25.82 -55.20
Net cash used in financing activities 3,440.78 8,504.86 12,225.59 5,246.49
Cash and cash equivalents at the beginning
10,662.44 11,050.93 3,088.99 1,029.14
of the year / period
Cash and cash equivalents at the
11,407.19 10,662.44 11,050.93 3,088.99
end of year / period
Additional information
Net worth (1) 42,548.29 40,770.23 26,950.75 26,066.62 21,689.65 18,115
Cash and cash equivalents 9,788.35 18,045.91 11,407.17 10,662.44 11,050.93 3,088.99
Investments 8,256.85 10,110.13 7,104.49 6,971.23 3346.77 2,935.63
Asset Under Management as per Ind AS (2) 1,77,498.17 - 1,30,689 1,27,041 1,17,243 1,09,749
Off-balance sheet assets as per Ind AS (3) 1,654.31 - 1,324 1,342 1,051 1,248
Total Borrowings 1,58,676.88 163,188.79 1,19,224.78 1,14,496.71 1,06,196 .41 94,371.75
Interest Income 21,288.41 13,944.74 5,019.69 18,646.26 17,128.14 16,267.46
Finance Costs 9,547.72 6,312.79 2,457.93 9,734.31 9,054 .24 8,270.26
Total Debts to Total assets 0.78 0.79 0.81 0.80 0.82 0.83
Debt Service Coverage Ratio NA NA NA NA N.A. N.A.
62
Shelf Placement Memorandum
Note - (1) The figures for the period after the appointed date for the merger of STFC and the Merged Entities (i.e.
April 01, 2022) have been restated to take the effect of merger and are therefore not comparable with figures of STFC
for the corresponding previous year periods or previously reported figures of STFC for the said quarters.
(2) SFL means Shriram Finance Limited
(3) STFC means Shriram Transport Finance Company Limited
(4) Merged Entities means Shriram Capital Limited and Shriram City Union Finance Limited
A summary of our key operational and financial parameters derived from Ind AS financial statements on a standalone
basis for the latest quarter ended on December 31, 2022 Fiscal 2022, Fiscal 2022 and Fiscal 2020 are as follows*:
Asset Under Management as per 1,77,498.17 1,69,358.21 1,30,689 1,27,041 1,17,243 1,09,750
Ind AS (2)
Off-balance sheet assets as per 1,654.31 1,588.19 1,324 1,342 1,051 1,248
Ind AS (3)
Total Borrowings 1,53,327.57 1,58,216.97 1,19,224.78 1,14,496.71 1,06,196.41 94,372
Interest Income 20,860.45 13,686.48 5,019.69 18,646.26 17,128.14 16,267
Total Debts to Total assets 0.77 0.79 0.81 0.81 0.82 0.83
Debt Service Coverage Ratio NA NA NA NA N.A. N.A.
Interest service coverage ratio NA NA NA NA N.A. N.A.
Impairment on financial 2,974.53 2,057.28 805.16 3,860.86 3,118.40 2794.88
instruments
Bad debts to Account receivable NA NA NA NA N.A. N.A.
ratio
Stage 3 Assets as a percentage of 6.29% 6.31% 7.00% 7.07% 7.14% 8.46%
Total Loan Assets as per Ind AS
(gross of Provisions) (per cent.)
(4)
Stage 3 Asset net of Stage 3 3.20% 3.32% 3.51% 3.67% 4.26% 5.69%
Provision as a percentage of Net
Loan Assets as per Ind AS (per
cent.) (5)
Tier I Capital Adequacy Ratio 21.38% 21.51% 20.62% 20.70% 19.94% 18.13%
(per cent.)
Tier II Capital Adequacy Ratio 1.6% 1.69% 1.92% 2.27% 2.56% 3.86%
(per cent.)
*Please note that the above disclosures are made basis the financial statements prepared as per the IND AS
requirements.
Note - (1) The figures for the period after the appointed date for the merger of STFC and the Merged Entities (i.e.
April 01, 2022) have been restated to take the effect of merger and are therefore not comparable with figures of STFC
for the corresponding previous year periods or previously reported figures of STFC for the said quarters.
(2) SFL means Shriram Finance Limited
(3) STFC means Shriram Transport Finance Company Limited
(4) Merged Entities means Shriram Capital Limited and Shriram City Union Finance Limited
Notes:
(1) Net worth as defined in Section 2(57) of the Companies Act, 2013 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.
(2) Asset Under Management as per Ind AS: Total loan assets and loan assets assigned, which continue to be
serviced by the transferor.
(3) Off-balance sheet assets as per Ind AS: Hypothecation loans assigned till date, which continue to be serviced
by the transferor.
(4) Stage 3 Assets as a percentage of Total Loan Assets as per Ind AS (gross of Provisions): Stage 3 Assets
includes financial assets that have objective evidence of impairment at the reporting date as defined under
Ind AS.
(5) Stage 3 Assets net of Stage 3 Provision.
Before the issue of debt securities (as per latest audited Balance Sheet as on March 31,
4.42
2022)
64
Shelf Placement Memorandum
After the issue of debt securities (as per latest audited Balance Sheet as on March 31,
4.61
2022)
viii. Details of any other contingent liabilities of the Issuer based on the last audited financial statements
including amount and nature of liability:-
(Rs. In Crore)
Particulars As at Year ended on March 31,
2022
In respect of Income tax demands where the Company has filed appeal
175.17
before various authorities
VAT demand where the Company has filed appeal before various
117.21
appellates
Service tax demands where the Company has filed appeal before various
1,976.41
authorities
Penalty levied for Contravention of provisions of Section 6(3)(b) of
FEMA, 1999 read with Regulation 4 of Foreign Exchange Management
5.00
(Transfer or Issue of Security by a Person Resident outside India)
Regulations, 2000
Total 2,273.79
Future cash outflows in respect of above are determinable only on receipt of judgements /decisions pending with
various forums/authorities. It is not practicable for the Company to estimate the timings of the cashflows, if any, in
respect of the above pending resolution of the respective proceedings. The Company does not expect any
reimbursement in respect of the above contingent liabilities. The Company is of the opinion that above demands
are not sustainable and expects to succeed in its appeals. The management believes that the ultimate outcome of
these proceedings will not have a material adverse effect on the Company's financial position and results of
operations.
i. A brief history of the company since its incorporation giving details of its following activities:
i. Details of Share Capital as on last quarter end i.e. December 31, 2022:
TOTAL 426,550
ISSUED
37,44,27,276 Equity Shares of Rs. 10 /- each 37,442.73
SUBSCRIBED
37,44,27,276 Equity Shares of Rs. 10 /- each 37,442.73
NOTES:
The Equity Shares allotted for consideration other than cash are as follows:
a) 6,06,33,350 fully paid-up Equity Shares of our Company have been allotted to the
shareholders of Shriram Investments Ltd (SIL), pursuant to a scheme of amalgamation
sanctioned by the Hon’ble High Court of Madras vide its order dated November 25,
2005, in a ratio of 1 fully paid up Equity Share of our Company, for every 1 fully paid
up equity share of the face value of Rs. 10/- each, of SIL;
b) 1,86,45,886 fully paid-up Equity Shares of our Company have been allotted to the
shareholders of Shriram Overseas Finance Ltd (SOFL), pursuant to a scheme of
65
Shelf Placement Memorandum
d) Pursuant to the issuance of 64,95,420 Equity Shares on a rights basis on April 21,
1995, 64,84,910 Equity Shares were allotted, and 10,510 Equity Shares were kept in
abeyance and not allotted, on account of unavailability of certain information in
connection with certain applicants of Equity Shares in the said rights issue.
Subsequently, 2,369 Equity Shares and 2,000 Equity Shares of the aforementioned
Equity Shares kept in abeyance were allotted on November 11, 1995 and December
28, 1995, respectively. On March 06, 2022, 6,141 equity shares of face value of
Rs.10/- each were cancelled from Issued Share Capital of the Company pursuant to
the resolution passed by the shareholders through Postal Ballot.
i. Changes in its capital structure as on last quarter end i.e. December 31, 2022, for the last three years:
(a) The Company issued and allotted 261,78,777 Equity Shares under rights issue of face value of Rs.
10/- each (Rights Equity Shares) to the eligible equity shareholders at an issue price of Rs.570/- per
Equity Share (including premium of Rs.560/- per Equity Share). The Issue opened on July 16, 2020 and
closed on July 30, 2020. The Rights Equity Shares were allotted on August 06, 2020.
(b) The Company issued and allotted 139,86,000 Equity Shares of face value Rs.10/- each to eligible
qualified institutional buyers at the issue price of Rs.1,430/- per Equity Share (including a premium of
Rs.1,420/- per Equity Share) at a discount of Rs.3.32 per Equity Share i.e. 0.23% of the floor price of
Rs.1,433.32/- per Equity Share, aggregating to Rs.19,99,99,80,000/- by way of qualified institutions
placement (QIP Issue). The QIP Issue opened on June 7, 2021 and closed on June 11, 2021. These equity
shares were allotted on June 12, 2021.
(c) The Company issued and allotted on July 8, 2021 (i) 1,736,100 Equity Shares of the Company, fully
paid-up, at a price of Rs. 1,440/- per Equity Share including a premium of Rs. 1,430/- per Equity Share,
aggregating up to Rs. 2,499,984,000/- and (ii) 1,736,100 Warrants convertible into 1,736,100 Equity
66
Shelf Placement Memorandum
Shares at a price (including the warrant subscription price and the warrant exercise price) of Rs. 1,440/-
each, aggregating up to Rs. 2,499,984,000/- on a preferential basis to Shriram Capital Limited, Promoter
of the Company.
(d) The Company received the subscription money of Rs. 624,996,000/- for allotment of 1,736,100
Warrants convertible into Equity Shares, being 25% of the Issue price of Rs. 1,440/- of the Warrants at
Rs. 360/- per Warrant, towards the warrant subscription price. The remaining amounts shall be payable
as per the terms approved by the Members of the Company in its Extra-Ordinary General Meeting held
on July 7, 2021.
(e) The Company issued and allotted on November 25, 2021, 17,36,100 Equity Shares of Face value of
Rs. 10/- each fully paid up, allotted pursuant to exercise of option for conversion of 17,36,100 Warrants
issued in terms of Chapter V of SEBI (ICDR) Regulations, 2018 (Preferential Issue) to Shriram Capital
Limited (Promoter) of the Company.
(f) Pursuant to the Composite Scheme of Arrangement and Amalgamation among Shrilekha Business
Consultancy Private Limited (SBCPL) and Shriram Financial Ventures (Chennai) Private Limited
(SFVPL) and Shriram Capital Limited (SCL) and Shriram Transport Finance Company Limited
(STFC/the Company) (now Shriram Finance Limited) and Shriram City Union Finance Limited (SCUF)
and Shriram LI Holdings Private Limited (SLIH) and Shriram GI Holdings Private Limited (SGIH) and
Shriram Investment Holdings Limited (SIHL) and their respective Shareholders (“Scheme”) sanctioned
by the Hon'ble National Company Law Tribunal, Special Bench – II, Chennai vide its Common order
dated November 14, 2022, read with Corrigendum dated November 17, 2022 to the order (“Order”), the
Board of Directors of the Company issued and allotted on December 12,2022, 17,43,44,710 new equity
shares of face value of Rs.10/- each fully paid up to the eligible shareholders of erstwhile SCL and SCUF
as per the share exchange ratio . 7,04,37,147 equity shares of face value of Rs.10/- each fully paid-up of
the Company held by erstwhile SCL stood cancelled. Consequently, the issued and paid-up capital of the
Company stood increased to Rs.374,42,72,760/- consisting of (37,44,27,276 equity shares of Rs.10/-
each fully paid up
ii. Equity Share Capital History of the Company as on last quarter end i.e. December 31, 2022 for the last
three years:
67
Shelf Placement Memorandum
Amalgamati Amalgamati
on on
involving involving
amalgamati amalgamati
on of on of
Shriram Shriram
Capital Capital
Limited Limited
(after de- (after de-
merger of a merger of a
few few
undertaking undertaking
s from the s from the
said SCL said SCL
and Shriram and Shriram
City Union City Union
Finance Finance
Limited Limited
with the with the
Company Company
* Cancellation of 7,04,37,147 equity shares of face value of Rs. 10 each fully paid-up of the Company held by
erstwhile Shriram Capital Ltd stood cancelled, consequent to Scheme of Arrangement and Amalgamation
The Board of Directors of the Company in its meeting held on December 13, 2021 had approved a
Composite Scheme of Arrangement and Amalgamation ("Scheme"), inter alia, involving amalgamation of
Shriram Capital Limited (after de-merger of a few undertakings from the said Shriram Capital Limited)
and Shriram City Union Finance Limited with the Company under Sections 230 to 232 and other
applicable provisions of the Companies Act, 2013. The Reserve Bank of India vide its letter dated June
15, 2022 conveyed its No- Objection to the Scheme with usual and normal conditions as generally
stipulated in such similar approvals. As per the directions of the Hon'ble National Company Law Tribunal,
Chennai ("NCLT") in the common order dated May 11, 2022, the meeting of the Equity Shareholders,
Secured Creditors and Unsecured Creditors was held on July 4, 2022 and the Scheme was approved by the
requisite majority of the Equity shareholders, Secured Creditors and Unsecured Creditors in their
respective meetings. The Company has filed the Petition with NCLT on July 14, 2022 for sanctioning of
the Scheme. Competition Commission of India vide its letter dated August 1, 2022 has conveyed its
approval to the Composite Scheme under 31(1) of the Competition Act, 2002.
Pursuant to the Composite Scheme of Arrangement and Amalgamation among Shrilekha Business
Consultancy Private Limited (SBCPL) and Shriram Financial Ventures (Chennai) Private Limited
(SFVPL) and Shriram Capital Limited (SCL) and Shriram Transport Finance Company Limited
(STFC/the Company) (now Shriram Finance Limited) and Shriram City Union Finance Limited (SCUF)
and Shriram LI Holdings Private Limited (SLIH) and Shriram GI Holdings Private Limited (SGIH) and
Shriram Investment Holdings Limited (SIHL) and their respective Shareholders (“Scheme”) sanctioned by
the Hon'ble National Company Law Tribunal, Special Bench – II, Chennai vide its Common order dated
November 14, 2022, read with Corrigendum dated November 17, 2022 to the order (“Order”), the Board
of Directors of the Company issued and allotted on December 12,2022, 17,43,44,710 new equity shares of
face value of Rs.10/- each fully paid up to the eligible shareholders of erstwhile SCL and SCUF as per the
share exchange ratio of the Scheme. 7,04,37,147 equity shares of face value of Rs. 10 each fully paid-up
of the Company held by erstwhile SCL stood cancelled. Consequently, the issued and paid-up capital of
the Company stood increased to Rs.374,42,72,760/- consisting of (37,44,27,276 equity shares of Rs.10/-
each fully paid up).
C. Details of shareholding of the company as on latest quarter end as on December 31, 2022, as per the format
specified under the listing regulations:
68
Shelf Placement Memorandum
Category of Shareholding
Sr shareholder Nos. of No. of fully paid as a % of Number of equity shares
No shareholders up equity shares total no. of held in dematerialized form
shares
1 Institutions
A Mutual Funds 21197384
20 21225529 5.66
B Venture Capital
Funds
C Alternate Investment 788068
Funds 9 788068 0.21
D Foreign Venture
Capital Investors
E Foreign Portfolio
Investors 763 160644273 42.90 135174468160644273
F Financial
Institutions/ Banks 5 15019 0 14809
G Insurance Companies 10 19616884 5.24 19616884
H Provident Funds/
Pension Funds 1 25605 0.01 25605
I Any Other (specify)
Sub-Total (B)(1) 808 202315378 54.03 41642750
2 Central Government/
State Government(s)/
69
Shelf Placement Memorandum
Category of Shareholding
Sr shareholder Nos. of No. of fully paid as a % of Number of equity shares
No shareholders up equity shares total no. of held in dematerialized form
shares
President of India
Sub-Total (B)(2)
3 Non-institutions
A Individuals -
I Individual
shareholders holding
nominal share capital
up to Rs. 2 lakhs. 95774 12242508 3.27 1,03,88,384
II Individual
shareholders holding
nominal share capital
in excess of Rs. 2
lakhs. 34 1645534 0.04 16,45,534
B NBFCs registered
with RBI 5 37231 0.01 37231
C Employee Trusts
D Overseas
Depositories
(holding DRs)
(balancing figure)
E Any Other (specify) 12 80066 0.02 80066
IEPF 1 1219257 0.33 10556171219257
Unclaimed or
Suspense or Escrow
Account 1 200778 0.05 200778
Non-Resident
Indian (NRI) 1672 335473 0.12 4,27,971
Foreign Companies 2 27254708 7.28 27254708
Trusts 3 277187 0.07 2,77,187
Clearing Members 63 1751810 0.47 1751810
HUF 1146 170035 0.05 170035
Bodies Corporate 374 32099236 8.57 32070443
Foreign Portfolio
Investor (Category -
III) 2 519 0.00 519
LLP 23 14468 0.00 14468
(I)Shriram Capital Private Limited (formerly Shriram Financial Ventures (Chennai) Private Limited) is the
Promoter holding 6,71,45,784 Equity Shares of the Company.
(II) Shriram Ownership Trust (Promoter) is holding 78,40,080 Equity Shares of the Company. The shares are
held in the name of Trustees viz., Mr. R Thyagarajan and Mr. D V Ravi.
(III) The Promoter Group as defined under Regulation 2(1)(t) of Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers Regulations, 2011, (SAST Regulations 2011): 1. Shriram
Value Services Limited 2. Shriram Life Insurance Company Limited 3. Shriram General Insurance Company
Limited 4 Shriram Credit Company Limited 5. Shriram Asset Management Company Limited 6. Shriram
Overseas Investments Private Limited 7. Bharat Investments Pte. Limited, Singapore . 8. Shriram Fortune
Solutions Limited 9. Shriram Wealth Limited (formerly Shriram Wealth Advisors Limited) 10. Shriram
Insight Share Brokers Limited 11. Shriram Financial Products Solutions (Chennai) Private Limited 12.
Shriram Seva Sankalp Foundation 13. SGI Philippines General Insurance Co Inc. 14. Sanlam Emerging
Markets (Mauritius) Limited, 15. Novac Technology Solutions Private Limited 16. Novac Digital Services
Pvt Ltd (formerly Techfactory Services Private Limited) 17. Shriam LI Holdings Private Limited (formerly
70
Shelf Placement Memorandum
Snottor Technology Services Private Limited) 18. Sea Funds Management India Private Limited 19.
Way2Wealth Insurance Brokers Private Limited 20. Way2Wealth Securities Private Limited 21. Way2Wealth
Brokers Private Limited 22. Way2Wealth Commodities Private Limited. 23. Shriram Investment Holdings
Limited 24. Shriram GI Holdings Private Limited (formerly Oner Infotech Services Private Limited) 25.
Sanlam Life Insurance Limited. 26. Shriram Asset Reconstruction Private Limited
The Persons Acting in Concert (PAC), as defined in the SAST Regulations 2011 for the purpose of
Regulation 10 of SAST Regulations, 2011: (i)Shriram Mutual Fund (SMF), (ii) Mrs. Vani
Narayanan (Trustee of SMF), (iii) Mr R Thiagarajan (Trustee of SMF), (iv) Dr. Qudsia Gandhi (Trustee of
SMF), (v) Mr. Mani Sridhar (Trustee of SMF) and (vi) Shriram Housing Finance Limited.
All the entities/persons mentioned in Note No. III and Note No. IV are PG and PACs respectively for more
than three years, except the entity at Sr. No. (18), (19), (20),(21),(22) (23),(24), (26) in Note No. III and Sr.
No. (ii) and (iii) in Note No. IV are PACs respectively for less than three years.
Mrs. Vani Narayanan Trustee of Shriram Mutual Fund holds equity shares in individual capacity.
None of the above-mentioned entities/persons in Note No. III and IV hold any shares in the Company except
the entity at Sr. No. 1 and 25 in Note No. III.
ii. List of top 10 holders of Equity shares of the Company as on last quarter end (as on 31 December, 2022):
Percentage
Sr No. Name of shareholders Address Total Number of
Holding (%)
and PAN Equity Shares held
Shriram Capital Private
Limited (Formerly known
as Shriram Financial Shriram House, No.4 Burkit Road,
1. 67145784 17.93
Ventures (Chennai) T. Nagar, Chennai- 600 017
Private Limited )
AAPCS5667M
Ground FLR B-Block Agastya,
Piramal Enterprises
Corporate Park Kamani Junction,
2. Limited 31221449 8.33
LBS Marg Opp Fire Brigade Kurla
AAACN4538P
(West), Mumbai - 400070
Citibank N.A. Custody Services
Dynasty Acquisition (Fpi)
FIFC- 9th Flr, G Block Plot C-54
3. Ltd. 17336360 4.63
and C-55, BKC Bandra (East),
AAFCD1091G
Mumbai - 400 098
Life Insurance ICICI Bank Ltd., SMS Dept 1st
4. Corporation Of India Floor Empire Complex, S B Marg 16373268 4.37
AAACL0582H Lower Parel, Mumbai - 400 013
Shriram Value Services
No.275, Statesman One, R K Mutt
5. Limited 12170003 3.25
Road, Mylapore, Chennai - 600 004
AAGCS1157H
Citibank N.A. Custody Services
TPG India Investments II,
FIFC- 9th Flr, G Block, Plot C-54
6. Inc. 9918348 2.65
and C-55, BKC Bandra (East),
AADCT4710E
Mumbai - 400 098
71
Shelf Placement Memorandum
Details of promoter holding in the company as on the latest quarter end i.e. December 31, 2022:
Sr. No. Name of shareholders Total Number of Total Percentage No of % of
Equity Shares Number of Holding Shares Shares
held Equity (%) Pledged pledged
Shares with
held in respect to
Demat shares
Form owned
1 Shriram Capital Private Limited 67145784 67145784 17.93 - -
– Promoter(Formerly known as
Shriram Financial Ventures
(Chennai) Pvt. Ltd)
2 Shriram Ownership Trust 7840080 7840080 2.09 - -
* 48,000 equity shares of Rs. 10 each of SIL, on which Rs. 5 was paid up for each of the said shares, were forfeited on
January 17, 1997, (“Forfeited Shares”). Pursuant to the scheme of amalgamation sanctioned by the Hon’ble High Court
of Madras vide its order dated November 25, 2005, as detailed in para (a) above, the Forfeited Shares have become a
part of the share capital of our Company, by operation of law. The shareholders in their 40th annual general meeting
held on June 27, 2019 considered and approved the cancellation of the forfeited shares from the issued and subscribed
share capital of the Company. The appropriate accounting entries have been made in the books of accounts of the
Company in this regard.
($) The Company issued and allotted 261,78,777 Equity Shares under rights issue of face value of Rs. 10/- each
(Rights Equity Shares) to the eligible equity shareholders at an issue price of Rs. 570/- per Equity Share (including
premium of Rs. 560/- per Equity Share). The Issue opened on July 16, 2020 and closed on July 30, 2020. The Rights
Equity Shares were allotted on August 06, 2020. The Company issued and allotted 139,86,000 Equity Shares of face
value Rs.10/- each to eligible qualified institutional buyers at the issue price of Rs.1,430/- per Equity Share (including
a premium of Rs.1,420/- per Equity Share) at a discount of Rs.3.32 per Equity Share i.e. 0.23% of the floor price of
Rs.1,433.32/- per Equity Share, aggregating to Rs.19,99,99,80,000/- by way of qualified institutions placement (QIP
Issue). The QIP Issue opened on June 7, 2021 and closed on June 11, 2021. These equity shares were allotted on June
12, 2021. The Company issued and allotted on July 8, 2021 (i) 1,736,100 Equity Shares of the Company, fully paid-up,
at a price of Rs. 1,440/- per Equity Share including a premium of Rs. 1,430/- per Equity Share, aggregating up to Rs.
2,499,984,000/- and (ii) 1,736,100 Warrants convertible into 1,736,100 Equity Shares at a price (including the
warrant subscription price and the warrant exercise price) of Rs. 1,440/- each, aggregating up to Rs. 2,499,984,000/-
on a preferential basis to Shriram Capital Limited, Promoter of the Company . The Company received the
subscription money of Rs. 624,996,000/- for allotment of 1,736,100 Warrants convertible in to Equity Shares, being
25% of the Issue price of Rs. 1,440/- of the Warrants at Rs. 360/- per Warrant, towards the warrant subscription
price. The remaining amounts shall be payable as per the terms approved by the Members of the Company in its
Extra-Ordinary General Meeting held on July 7, 2021. The Company issued and allotted on November 25, 2021,
17,36,100 Equity Shares of Face value of Rs. 10/- each fully paid up, allotted pursuant to exercise of option for
conversion of 17,36,100 Warrants issued in terms of Chapter V of SEBI (ICDR) Regulations, 2018 ( Preferential
Issue) to Shriram Capital Limited (Promoter) of the Company.
Name, Designation, DIN Age Address Date of Details of other Whether wilful
72
Shelf Placement Memorandum
Occupation: Service
Mr. Sridhar Srinivasan 71 D-905, Ashok October 20, i. Strides Pharma Science No
Non-Executive and years Towers, Dr. S.S 2014 Limited;
Independent Director Rao Road, Parel, ii. Jubilant Pharmova
Mumbai- 400 012 Limited
DIN: 00004272 iii. Strategic Research and
Information Capital
Term: Re-appointed for 5 Services Private Limited;
consecutive years iv. IIFL Home Finance
commencing from Limited;
v. GVFL Trustee Company
October 20, 2019.
Private Limited
vi. Universal Trustees
73
Shelf Placement Memorandum
Private Limited
vii. Essfore Consultancy
Occupation: Management Services LLP
Consultant viii. Evyavan Capital Limited
ix. Evyavan Capital
Advisors Limited
x. Evyavan Asset
Management Limited
xi. BSE Administration and
Supervision Ltd.
xii. Go Fashion (India) Ltd.
xiii. BSV Associates LLP
Mr. Ravi Devaki 57 B3E, Regal Palm June 18, 2015 i. Shriram Capital Private No
Venkataraman years Gardens, CEE Limited;
Non-Executive and Non- DEE YES ii. DRP Consultants Pvt. Ltd.;
Independent Director iii. Shriram Properties
Apartments,
Holding Pvt. Ltd;
DIN: 00171603 Velachery iv. Intelent Data Sciences
Tambaram Road, Private Limited;
Term: Liable to retire by Velachery, v. Shriram Credit Company
Rotation Chennai-600 042 Limited;
vi. Shriram Investment
Holdings Limited
vii. Take Sports Management
Private Limited
Occupation: Service viii. APA Engineering Pvt.
Ltd.
ix. R.K.P. Management
Consultants Private Limited
x. Eywa Pharma Pte Limited
Mr. Pradeep Kumar 66 ‘Bhaskara’, 21, I October 25, i. Brigade Enterprises Ltd.; No
Panja years Main Road, 4th 2018 ii. Penna Cement Industries
Non-Executive and Cross, Gaurav Ltd.;
Independent Director iii. TVS Capital Funds Pvt.
Nagar, JP Nagar
Ltd.
DIN: 03614568 7th Phase iv. The Karnataka Bank
Bangalore 560 Limited
Term: Five years with 078 v. Virescent Infrastructure
effect from October 25, Investment Manager Pvt.
2018 Ltd.
vi. Asset Reconstruction
Company (India) Ltd.
Occupation: Service
Mr. Ignatius Michael 49 419, Highland May 14, 2019 i. Sanlam Credit Fund No
Viljoen years Road, Advisor (Pty) Limited;
Kensington, ii. African Life Holdings
Non-Executive and Non- Limited;
Johhannesburg,
Independent Director iii. African Life Financial
2094, South Services Zambia Limited;
DIN: 08452443 Africa and
iv. Aflife Properties Limited
Term: Liable to retire by v. Letshego Holdings
Rotation Limited
Occupation: Credit
Portfolio Manager at
Sanlam Emerging
Markets Protfolio
Management
Mr. Y. S. Chakravarti 59 Flat No. 302, December 5, i. Shriram Housing Finance No
years Banjara Heritage 2022 Ltd.;
Managing Director & Apartments, Road (December ii. Shriram Chits (India) Pvt.
CEO Ltd.
No. 3 Panchavati 13, 2021 to
DIN: 00052308 Society, Banjara December 4,
Hills, Hyderabad - 2022 - Non
Term: Appointed as 500 034 Executive
Managing Director &
74
Shelf Placement Memorandum
Occupation: Service
Mr. Parag Sharma 53 B-1401, Ellora, December 13, NIL No
years Plot No.27, 2021
Whole Time Director Sector -11, CBD
designated as Joint
Belapur, Navi
Managing Director and
Chief Financial Officer Mumbai -
400614
DIN: 02916744
Occupation: Service
Profile of Directors
Mr. Jugal Kishore Mohapatra, is a Post Graduate from Delhi School of Economics, joined Odisha Cadre of IAS in
1979. Later, he also obtained Masters Degree in Economics from Boston University, USA. Mr. Mohapatra has all
round experience in Govt. of India and Govt of Odisha. He served as Secretary in the Department of Fertilisers and
Rural Development in Government of India during 2014-16. He was secretary to the Hon’ble Chief Minister,
Odisha, Principal Secretary Finance and Chief Secretary in the Government of Odisha. He served on the Board of
NABARD Financial Services Limited as an Independent Director and also on the Board of NHPC Limited as an
Independent Director. He is serving on the Board of Urban Mass Transit Company Limited as an Independent
Director and Nominee Director of Foundation for development of Rural Value Chains. Presently, he is serving with
IIBX limited as a public interest director.
Mr. Umesh Govind Revankar holds a bachelor’s degree in business management from Mangalore University and a
master of business administration (MBA) in finance. He attended the Advanced Management Program at Harvard
Business School. Mr. Revankar started his career with the Shriram group as an executive trainee in 1987. He has
been associated with the Shriram group for the last 35 years and has extensive experience in the financial services
industry. During his stint with the Shriram Group, he has shouldered various responsibilities and worked in several
key roles of business operations.
Mr. Y. S. Chakravarti, is appointed as Managing Director and CEO of the Company. He holds a degree in Bachelor
of Commerce. He started his career in Shriram Chits Private Limited, Andhra Pradesh (‘Shriram Chits’) in June
1991 as an executive trainee. In the year 1998, he rose to the position of Chief Executive of Shriram Chits and was
promoted to the position of Executive Director of Shriram Chits in March 2004. He was instrumental in achieving
manifold expansion of the branch network business of Shriram Chits with 35,000 customer base and auction
turnover of Rs. 40 crores per annum. In the year 2008, he was promoted to take charge as Executive Director of
erstwhile Shriram City Union Finance Limited (SCUF), initially as Business Head for financing purchase of two
wheelers in the state of Andhra Pradesh. Under his leadership, Shriram Chits had expanded to 187 branches
covering 5,00,000 customers and with an auction turnover of Rs.2,000 Crores per annum. 40% of the customers
were small business owners. He was responsible for Andhra Pradesh becoming the leading contributor of the
business of SCUF. He was a Managing Director and CEO of erstwhile SCUF. He was Non-Executive Non-
Independent Director of the Company till December 4,2022.
75
Shelf Placement Memorandum
Mr. S. Sridhar, is an Independent Director of the Company. He studied at the Indian Institute of Technology, Delhi
and Jamnalal Bajaj Institute of Management Studies, Mumbai. He was awarded the Lord Aldington Banking
Research Fellowship for the year 1984 by the Indian Institute of Bankers. He has received many awards / honours,
particularly for his innovative business models and intuition building. He was Chairman and Managing Director of
Central Bank of India until May 31, 2011 and earlier of National Housing Bank, India’s regulator of Housing
Finance Companies and the apex Financial Institution for housing. He is a banker with about 40 years experience
in commercial and development banking of which 13 years were at the CEO / Board level. He is widely
acknowledged to be an innovative, market oriented banker and strategic thinker having provided transformational
leadership to the organisations he had worked for. He was a pioneer in championing the concept of affordable
housing in India and contributed significantly to public policy formulation. Mr. Sridhar started his career with State
Bank of India, India’s largest commercial Bank. He also worked as Executive Director and Chief Operating Officer
of Export Import Bank of India, India’s apex export financing institution between 2001 and 2006.Currently, he
serves as an Independent Director on the Boards of various companies, and also as a consultant to financial
services companies. Mr. Sridhar has served in various national level committees and task forces for framing
financial sector policies. He was on the Managing Committee of the Indian Banks’ Association, served on the
Emerging Markets Council of the Institute of International Finance, Washington DC. He has been an invited
speaker at numerous national and international Conferences including Chatham House Lectures.
Mr. Pradeep Kumar Panja holds Master’s Degree in Science (Statistics) from the University of Madras. He is a
Certified Associate of the Indian Institute of Bankers. He is a career banker, retired as Managing Director
(Corporate Banking) of State Bank of India (SBI), the largest bank of the country, in October 2015. During his
long association of 39 years with SBI (3 years of which at Board level), he gained rich experience in various areas
of banking including corporate and international banking, treasury management, information technology, retail,
transaction banking, strategic planning, business development, risk management. He has excellent track record of
successfully leading large teams across various business verticals of SBI. He also successfully led the US
Operations of SBI as the Country Head-US. He held multiple assignments driving large projects in the Information
Technology Wing of SBI. As a Head of IT (Chief Information Officer), he led SBI’s IT strategy, set up India’s
largest data warehouse. He also lead the analytics foray of SBI. During his association with SBI he was member of
important committees of directors and was chairman of Risk Management Committee. He is a member of Board of
Directors of companies engaged in the business of real estate, asset reconstruction, software business, cements etc.
Mrs. Maya S Sinha is a graduate B A (Honours) in Economics and Mathematics from Lady Shri Ram College,
Delhi University and holds a Masters' degree from the Delhi School of Economics, Delhi University specialised in
Econometrics, Monetary Finance and Public Economics. She is founder Director of Clear Maze Consulting (Pvt)
Limited, which is a consultancy firm in the area of PPPs since July 2013. She is also the Founder Director of M/S
CMC Skills Pvt Ltd, engaged in the implementation of Government funded and CSR funded projects for Skill
Development. Prior to commencing her entrepreneurial journey, Mrs. Sinha was a member of the IRS, 1981 Batch.
She took VRS in 2010. In her almost 30 year career in the Goverment of India, she served for about 23 years in the
Income Tax Dept. She worked for a considerable time in the Investigation Wing in New Delhi and Mumbai, apart
from handling assessment and appeals of large corporates. She was on deputation as the Commissioner of Khadi
and Village Industries Commission, a Goverment of India Undertaking engaged in employment generation through
promotion of rural entrepreneurship. Her last assignment before taking VRS was as Deputy Chairman of the
Jawaharlal Nehru Port Trust .From June 2010 to June 2013 she was Executive Director of M/s Core Education and
Technologies Limited (“CETL”) a listed company, engaged in providing technology based solutions to educational
institutions in the areas of Teaching, Learning, Assessment and Governance. CETL had grown fast globally both
inorganically and organically under her leadership. She was also on the Board of Shriram Equipment Finance
Company Limited (SEFCL) a wholly owned subsidiary of Shriram Transport Finance Company Limited (now,
Shriram Finance Limited) as Independent Director from January 24, 2015 to April 19, 2016. SEFCL was
amalgamated on April 19, 2016 with the Company.
Mr. Parag Sharma (Whole-Time Director designated as Joint Managing Director and Chief Financial
Officer)
Mr. Parag Sharma, B.Com (Hons), Grad CWA, has been working in the Shriram Group for about three decades.
He has been a dynamic, successful and accomplished Chief Financial Officer of the Company for past several
years and is responsible for introducing innovative techniques and methods of raising funds through domestic as
well as international sources. He is expert in handling matters related to Finance & Accounts, MIS, Resource
76
Shelf Placement Memorandum
Mobilisation, Treasury Management, Planning and Budgeting, Corporate Strategy and relationships with Rating
agencies, Banks, Investors, Regulators, etc.
Mr. D V Ravi is a commerce graduate from the University of Bangalore and holds a Post Graduate Diploma in
Management from the Institute of Rural Management, Anand (IRMA). He currently serves as the Managing
Director of Shriram Capital Ltd. He also serves the Board of various companies under the Group. Over time, his
portfolio grew to include key areas of Corporate Strategy and services, Corporate Finance, Information Technology
and Process activities of the Group. He is also the Non-Executive Director and Co-founder of TAKE Solutions
Ltd., a global technology solutions and service provider. Mr. Ravi has also spearheaded several successful Mergers
and Acquisitions for TAKE. He also joined the Commercial Vehicle Finance business of Shriram Group in 1992 as
Head of Investment Servicing. He started his career in strategy and finance in 1987 with Karnataka Oil Seeds
Federation, Bangalore. His areas of expertise in this role include Corporate Strategy, Synergy Creation, Risk
Management Efforts, Leadership Development and Corporate Finance.
Mr. Ignatius Michael Viljoen is a Head of Credit-Sanlam Pan Africa Portfolio Management, South Africa and is
responsible for a range of credit risk and credit portfolio management aspects across the various entities owned by
the Sanlam Group outside of the Republic of South Africa. He has been associated with Sanlam Group since
September 2003. Sanlam is a 100 year old company with strong financials, management and culture in South
Africa. Sanlam is a diversified financial services group, headquartered in South Africa, operating across number of
selected global markets. Mr. Ignatius Michael Viljoen is a nominee of Sanlam.
DIN: 00531120
Mr. Sumati Prasad Mishrilal September 09, April 01, -- Retired as an Independent
Bafna 2005 2019 Director
Non-Executive and
Independent Director
DIN: 00162546
Mr. Gerrit Van Heerde May 15, 2014 -- May 09, 2019 Resigned as a Director
Non-Executive and Non-
Independent Director
DIN: 06870337
DIN: 08452443
Mr. Puneet Bhatia October 26, August 19, -- Retired in the 41st AGM dated
Non-Executive and Non- 2006 2020 August 19, 2020
Independent Director
DIN: 00143973
Mr. Y. S. Chakravarti December 13, Appointed in the category of
77
Shelf Placement Memorandum
DIN: 00052308
Mr. Parag Sharma December 13, Appointed in the category of
2021 Executive and Non-
Executive and Non- Independent Director
Independent Director
designated as Joint Managing
designated as Joint
Managing Director & Chief Director & Chieff Financial
Financial Officer Officer
DIN: 02916744
Mr. Lakshminarayanan September 22, December 05, 2022 Resigned as an Independent
Subramanian 2009 Director and Chairman
Chairman, Non-Executive
and Independent Director
DIN: 02808698
Mrs. Kishori Udeshi October 30, December 05, 2022 Resigned as an Independent
Non- Executive and 2012 Director
Independent Director
DIN: 01344073
Mr. Y. S. Chakravarti December 05, Appointed as Managing
2022 Director &
Managing Director & CEO of the Company from
CEO December 5, 2022, subject to
approval of the shareholders of
DIN: 00052308 the Company
Mr. Umesh Govind Revankar December 5, Re-designated as Executive
Executive Vice Chairman 2022 Vice Chairman of the
Company with effect from
DIN: 00141189 December 5, 2022, subject to
approval of the shareholders of
the
Company.
Mr. Jugal Kishore Mohapatra December 4, Appointd as an Additional
Chairman, Non-Executive 2022 Director in the category of
and Independent Director Independent Director of the
Company, subject to approval
DIN: 03190289 of the shareholders of the
Company for the term of Three
years commencing from
December 4, 2022 to
December 3, 2025
Mrs. Maya S. Sinha December 4, Appointment as an Additional
Non- Executive and 2022 Director in the category of
Independent Director Independent Director of the
Company, subject to approval
DIN: 03056226 of the shareholders of the
Company for the term of Two
years commencing from
December 4, 2022 to
December 3, 2024
78
Shelf Placement Memorandum
M/s KKC & Sunshine Tower, Level 19, www.kkc.in Email- info@kkc.in 15th September, 2021
Associates LLP Senapati Bapat Marg, Tel: +91 22
Elphinstone Road, 61437333
Mumbai 400013, India
September 15,2021
705, Leela Business Park, (after conclusion of
M/s. Haribhakti & Appointed in the AGM dated
Andheri-Kurla Road, Andheri I, Not Applicable Extraordinary General
Co. LLP June 29, 2017
Mumbai- 400059 Meeting)
September 15,2021
P 199, CIT Road, Scheme IV-M,
M/s. Pijush Gupta Appointed in the AGM dated (after conclusion of
Kolkata, West Bengal – Not Applicable
& Co. June 29, 2017 Extraordinary General
700010
Meeting)
TERM LOAN
(Rs. In Crores)
Lender’s Name / Name Date of Date of Amounts Amt. O/s. Repayment Security
Of The Bank Disbursement Maturity Sanctioned as per Schedule
IND-AS
as on
December
31, 2022
CANARA BANK 13/11/2017 13/02/2023 20 QUARTERLY SPECIFIC
160.00 7.99 INSTALLMENTS RECEIVABLES
CANARA BANK 19/12/2017 13/02/2023 20 QUARTERLY SPECIFIC
260.00 12.96 INSTALLMENTS RECEIVABLES
CANARA BANK 29/12/2017 13/02/2023 20 QUARTERLY SPECIFIC
80.00 4.00 INSTALLMENTS RECEIVABLES
PUNJAB NATIONAL 17/01/2018 17/04/2023 20 QUARTERLY SPECIFIC
BANK BANK OF 300.00 29.69 INSTALLMENTS RECEIVABLES
INDIA
UNION BANK OF 29/01/2018 29/01/2023 20 QUARTERLY SPECIFIC
INDIA 500.00 24.99 INSTALLMENTS RECEIVABLES
PUNJAB AND SIND 22/05/2018 22/05/2023 20 QUARTERLY SPECIFIC
BANK 130.00 12.86 INSTALLMENTS RECEIVABLES
BANK OF INDIA 04/06/2018 30/06/2023 20 QUARTERLY SPECIFIC
400.00 39.88 INSTALLMENTS RECEIVABLES
MUFG BANK LTD 11/02/2022 10/02/2023 BULLET SPECIFIC
375.00 374.77 RECEIVABLES
JANA SMALL 25/03/2022 03/04/2025 36 MONTHLY SPECIFIC
FINANCE BANK 75.00 60.01 INSTALLMENTS RECEIVABLES
(EMI)
BANDHAN BANK 31/03/2022 29/03/2025 12 QUARTERLY SPECIFIC
150.00 112.40 INSTALLMENTS RECEIVABLES
HDFC BANK 30/06/2022 29/12/2025 14 QUARTERLY SPECIFIC
650.00 542.92 INSTALLMENTS RECEIVABLES
HDFC BANK 30/06/2022 29/12/2025 14 QUARTERLY SPECIFIC
350.00 293.16 INSTALLMENTS RECEIVABLES
HONGKONG AND 27/06/2022 26/06/2027 20 QUARTERLY SPECIFIC
SHANGHAI BANKING 100.00 88.06 INSTALLMENTS RECEIVABLES
CORP LTD
DEUTSCHE BANK 10/05/2022 08/05/2026 BULLET SPECIFIC
300.00 294.63 RECEIVABLES
CANARA BANK 30/06/2022 30/06/2027 20 QURTERLY SPECIFIC
500.00 442.74 INSTALLMENTS RECEIVABLES
BANDHAN BANK 31/05/2022 29/03/2025 12 QUARTERLY SPECIFIC
50.00 37.53 INSTALLMENTS RECEIVABLES
79
Shelf Placement Memorandum
Lender’s Name / Name Date of Date of Amounts Amt. O/s. Repayment Security
Of The Bank Disbursement Maturity Sanctioned as per Schedule
IND-AS
as on
December
31, 2022
INDIAN BANK 29/03/2019 29/03/2024 20 QUARTERLY SPECIFIC
300.00 70.20 INSTALLMENTS RECEIVABLES
BANK OF INDIA 21/09/2019 30/09/2024 20 QUARTERLY SPECIFIC
650.00 222.41 INSTALLMENTS RECEIVABLES
UNION BANK OF 10/10/2019 10/10/2024 20 QUARTERLY SPECIFIC
INDIA 500.00 195.99 INSTALLMENTS RECEIVABLES
CANARA BANK 27/12/2019 27/03/2025 20 QUARTERLY SPECIFIC
250.00 111.60 INSTALMENTS RECEIVABLES
CENTRAL BANK OF 18/03/2020 18/03/2025 500.00 222.51 20 QUARTERLY SPECIFIC
INDIA INSTALLMENTS RECEIVABLES
FROM THE
DATE OF
DISBURSEMENT.
INDIAN BANK 31/03/2020 30/03/2025 20 QUARTERLY SPECIFIC
500.00 214.25 INSTALLMENTS RECEIVABLES
AXIS BANK 31/03/2020 31/03/2023 12 QUARTERLY SPECIFIC
250.00 20.61 INSTALLMENTS RECEIVABLES
STATE BANK OF 08/05/2020 31/03/2025 20 QUARTERLY SPECIFIC
INDIA 50.00 21.48 INSTALLMENTS RECEIVABLES
STARTING
FROM 30 TH
JUNE 2020
STATE BANK OF 30/05/2020 31/03/2025 20 QUARTERLY SPECIFIC
INDIA 200.00 83.51 INSATLLMENTS RECEIVABLES
STARTING
FROM 30 TH
JUN20
INDUSIND BANK 30/06/2020 30/06/2023 12 QUARTERLY SPECIFIC
166.50 26.88 INSTALLMENTS RECEIVABLES
STATE BANK OF 16/07/2020 31/03/2025 20 QUARTERLY SPECIFIC
INDIA 250.00 106.37 INSATLLMENTS RECEIVABLES
BANK OF BARODA 06/08/2020 06/08/2023 36 QUARTERLY SPECIFIC
275.00 60.89 INSTALMENTS RECEIVABLES
OF RS.76388889
EACH.
AXIS BANK 31/08/2020 31/08/2023 11 QUARTERLY SPECIFIC
250.00 61.89 INSTALLMENTS RECEIVABLES
CENTRAL BANK OF 24/12/2020 24/12/2025 20 QUARTERLY SPECIFIC
INDIA 500.00 296.49 INSATLLMENTS RECEIVABLES
INDUSIND BANK 31/12/2020 31/12/2023 BULLET SPECIFIC
150.00 73.86 RECEIVABLES
HONGKONG AND 12/02/2021 12/08/2023 6 QUARTERLY SPECIFIC
SHANGHAI BANKING 850.00 198.48 INSTAMENTS RECEIVABLES
CORP LTD WITH A
MORATORIUM
OF 1 YEAR
UNION BANK OF 05/03/2021 05/03/2026 20 QUARTERLY SPECIFIC
INDIA 500.00 317.73 INSATLLMENTS RECEIVABLES
UCO BANK 23/03/2021 23/03/2026 60 MONTHLY SPECIFIC
200.00 125.72 INSTALLMENTS RECEIVABLES
UCO BANK 23/03/2021 23/03/2026 60 MONTHLY SPECIFIC
200.00 125.72 INSTALLMENTS RECEIVABLES
DHANLAKSHMI 31/03/2021 31/03/2024 11 QUARTERLY SPECIFIC
BANK 50.00 20.45 INSTALLMETS RECEIVABLES
OF RS 4.17CRS &
LAST
INSTALLMENTS
OF RS 4.13 CRS
FEDERAL BANK 31/03/2021 30/03/2025 48 MONTHLY SPECIFIC
200.00 109.80 INSTALLMENTS RECEIVABLES
SOUTH INDIAN BANK 22/06/2021 22/06/2023 8 QUARTERLY SPECIFIC
75.00 18.69 INSTALLMENTS RECEIVABLES
OF RS.
80
Shelf Placement Memorandum
Lender’s Name / Name Date of Date of Amounts Amt. O/s. Repayment Security
Of The Bank Disbursement Maturity Sanctioned as per Schedule
IND-AS
as on
December
31, 2022
9,37,50,000 EACH
COMMENCING
FROM 30
SEPTEMBER
2021 AND
ENDING ON 22
JUNE 2023.
EMIRATES NBD 25/06/2021 30/06/2024 12 QUARTERLY SPECIFIC
BANK PJSC 70.00 35.01 INSTALMENT OF RECEIVABLES
RS. 58333333.33
EACH
COMMENCING
FROM 25
SEPTEMBER
2021 AND
ENDING ON 25
JUNE 2024.
AXIS BANK 30/06/2021 30/06/2024 12 QUARTERLY SPECIFIC
500.00 247.27 INSTALMENTS RECEIVABLES
OF RS.
416666666.67
EACH
COMMENCING
FROM 01
OCTOBER 2021
AND ENDING
ON 30 JUNE 2024.
HDFC BANK 30/06/2021 30/06/2024 12 QUARTERLY SPECIFIC
325.00 162.50 INSTALMENTS RECEIVABLES
OF
RS. 270833333.33
EACH
COMMENCING
FROM
30 SEPTEMBER
2021 AND
ENDING ON 30
JUNE 2024.
HDFC BANK 30/06/2021 30/06/2024 12 QUARTERLY SPECIFIC
175.00 87.50 INSTALMENTS RECEIVABLES
OF RS.
145833333.33
EACH
COMMENCING
FROM
30 SEPTEMBER
2021 AND
ENDING ON 30
JUNE 2024.
EQUITAS SMALL 30/06/2021 05/07/2024 35 MONTHLY SPECIFIC
FINANCE BANK 200.00 106.15 INSTALMENTS RECEIVABLES
OF RS 5,56,00,000
EACH AND LAST
INSTALMENT OF
RS. 5,40,00,000
COMMENCING
FROM 05
AUGUST 2021.
INDIAN BANK 02/09/2021 02/09/2026 60 SPECIFIC
1,500.00 1,104.67 MONTHLY INST RECEIVABLES
ALLMENTS
INDIAN OVERSEAS 16/09/2021 30/06/2026 20 QUARTERLY SPECIFIC
BANK 300.00 207.08 INSTALLMENTS RECEIVABLES
81
Shelf Placement Memorandum
Lender’s Name / Name Date of Date of Amounts Amt. O/s. Repayment Security
Of The Bank Disbursement Maturity Sanctioned as per Schedule
IND-AS
as on
December
31, 2022
CANARA BANK 29/09/2021 29/09/2026 20 QUARTERLY SPECIFIC
500.00 367.30 INSTALLMENTS RECEIVABLES
STANDARD 29/09/2021 29/04/2024 BULLET SPECIFIC
CHARTERD BANK 175.00 174.97 RECEIVABLES
INDUSIND BANK 30/09/2021 30/09/2024 BULLET SPECIFIC
200.00 173.05 RECEIVABLES
DBS BANK LTD 30/09/2021 30/09/2024 BULLET SPECIFIC
200.00 116.69 RECEIVABLES
DOHA BANK 29/09/2021 01/10/2024 12 QUARTERLY SPECIFIC
24.00 14.00 INSTALLMENTS RECEIVABLES
DOHA BANK 29/09/2021 01/10/2024 12 QUARTERLY SPECIFIC
36.00 21.00 INSTALLMENTS RECEIVABLES
QUATAR NATIONAL 23/12/2021 23/12/2024 6 HALF YEARLY SPECIFIC
BANK 45.00 30.01 INSTALMENTS RECEIVABLES
KEB HANA BANK 28/12/2021 28/12/2024 12 QUARTERLY SPECIFIC
50.00 33.35 INSTALLMENTS RECEIVABLES
UCO BANK 31/12/2021 31/12/2026 60 MONTHLY SPECIFIC
200.00 159.10 INSTALLMENTS RECEIVABLES
UNION BANK OF 30/12/2021 30/12/2026 20 QUARTERLY SPECIFIC
INDIA 500.00 395.38 INSTALLMENTS RECEIVABLES
HDFC BANK 31/12/2021 30/06/2025 14 QUARTERLY SPECIFIC
575.00 407.58 INSTALLMENTS RECEIVABLES
HDFC BANK 31/12/2021 30/06/2025 14 QUARTERLY SPECIFIC
175.00 124.05 INSTALLMENTS RECEIVABLES
JP MORGAN CHASE 25/10/2021 25/04/2023 BULLET SPECIFIC
BANK 350.00 349.91 RECEIVABLES
HDFC BANK 31/03/2022 30/09/2025 14 QUARTERLY SPECIFIC
750.00 589.29 INSTALLMENTS RECEIVABLES
HDFC BANK 31/03/2022 30/09/2025 14 QUARTERLY SPECIFIC
250.00 196.43 INSTALLMENTS RECEIVABLES
INDIAN OVERSEAS 29/03/2022 30/03/2027 20 QUARTERLY SPECIFIC
BANK 200.00 169.69 INSTALLMENTS RECEIVABLES
HONGKONG AND 24/03/2022 12/02/2027 20 QUARTERLY SPECIFIC
SHANGHAI BANKING 450.00 382.58 INSTALLMENTS RECEIVABLES
CORP LTD
DHANLAKSHMI 31/03/2022 31/03/2026 16 QUARTERLY SPECIFIC
BANK 37.50 30.43 INSTALLMENTS RECEIVABLES
CITI BANK 19/09/2022 18/09/2025 12 QUARTERLY SPECIFIC
300.00 274.94 INSTALLMENTS RECEIVABLES
PUNJAB NATIONAL 27/09/2022 27/09/2027 60 QURTERLY SPECIFIC
BANK 500.00 472.09 INSTALLMENTS RECEIVABLES
AXIS BANK 15/07/2022 01/07/2026 16 QUARTERLY SPECIFIC
750.00 634.33 INSTALLMENTS RECEIVABLES
AXIS BANK 15/07/2022 01/07/2026 16 QUARTERLY SPECIFIC
400.00 338.31 INSTALLMENTS RECEIVABLES
CANARA BANK 30/09/2022 30/09/2027 20 QURTERLY SPECIFIC
500.00 466.57 INSTALLMENTS RECEIVABLES
HONGKONG AND 18/08/2022 18/08/2027 20 QURTERLY SPECIFIC
SHANGHAI BANKING 450.00 427.61 INSTALLMENTS RECEIVABLES
CORP LTD
HONGKONG AND 18/08/2022 18/08/2025 12 QUARTERLY SPECIFIC
SHANGHAI BANKING 300.00 275.07 INSTALLMENTS RECEIVABLES
CORP LTD
BANK OF BARODA 28/09/2022 28/09/2027 20 QURTERLY SPECIFIC
1,000.00 942.22 INSTALLMENTS RECEIVABLES
INDIAN BANK 30/09/2022 30/09/2027 19 QUARTERLY SPECIFIC
350.00 348.19 INSTALLMENTS RECEIVABLES
82
Shelf Placement Memorandum
Lender’s Name / Name Date of Date of Amounts Amt. O/s. Repayment Security
Of The Bank Disbursement Maturity Sanctioned as per Schedule
IND-AS
as on
December
31, 2022
AXIS BANK 31/12/2022 31/12/2026 16 QUARTERLY SPECIFIC
500.00 497.45 INSTALLMENTS RECEIVABLES
UCO BANK 20/12/2022 20/12/2027 60 MONTHLY SPECIFIC
250.00 248.64 INSTALLMENTS RECEIVABLES
BANK OF BARODA 30-Jun-18 30-Jun-23 19 quarterly SPECIFIC
100.00 10.41 installments after RECEIVABLES
moratorium of 3
months
BANK OF BARODA 2-Jul-18 30-Jun-23 19 quarterly SPECIFIC
400.00 41.63 installments after RECEIVABLES
moratorium of 3
months
BANK OF BARODA 9-Jan-19 9-Apr-23 Repayable in 12 SPECIFIC
200.00 33.06 equal quarterly RECEIVABLES
installments with
initial
moratorium
period of 15
months
INDIAN BANK 18-Feb-19 18-Feb-23 11 equal SPECIFIC
300.00 27.38 quarterly RECEIVABLES
installments after
initial
moratorium of 17
months
INDIAN BANK 22-Mar-19 22-Mar-23 12 quarterly SPECIFIC
500.00 42.12 installments after RECEIVABLES
moratorium
period of 1 year.
CANARA BANK 30-Mar-19 30-Mar-23 14 quarterly SPECIFIC
150.00 10.68 installments after RECEIVABLES
moratorium of 6
months
CANARA BANK 6-May-19 6-May-23 14 quarterly SPECIFIC
150.00 21.39 installments after RECEIVABLES
moratorium of 6
months
CANARA BANK 25-Nov-19 25-Nov-23 Repayable in 15 SPECIFIC
150.00 39.67 equal quarterly RECEIVABLES
Installments after
a moratorium
period of 3
months
CANARA BANK 28-Nov-19 28-Nov-23 Repayable in 15 SPECIFIC
150.00 39.67 equal quarterly RECEIVABLES
Installments after
a moratorium
period of 3
months
HDFC BANK LTD 21-Mar-20 21-Mar-23 Repayable in 36 SPECIFIC
150.00 12.60 monthly RECEIVABLES
installments
BANK OF INDIA 26-Mar-20 26-Mar-24 Repayable in 11 SPECIFIC
600.00 269.93 quarterly RECEIVABLES
installments after
an initial
moratorium of 15
83
Shelf Placement Memorandum
Lender’s Name / Name Date of Date of Amounts Amt. O/s. Repayment Security
Of The Bank Disbursement Maturity Sanctioned as per Schedule
IND-AS
as on
December
31, 2022
month
THE CATHOLIC 28-Sep-20 28-Sep-23 8 equal quarterly SPECIFIC
SYRIAN BANK 60.00 22.29 installments after RECEIVABLES
initial
moratorium.
CANARA BANK 30-Sep-20 30-Sep-24 15 equal SPECIFIC
500.00 232.03 quarterly RECEIVABLES
installments after
initial
moratorium of 3
Months
INDIAN BANK 30-Sep-20 30-Sep-24 14 equal SPECIFIC
300.00 149.93 quarterly RECEIVABLES
installments after
a moratorium 6
Months
BANK OF BARODA 17-Dec-20 16-Sep-24 14 Quarterly SPECIFIC
200.00 97.57 installments with RECEIVABLES
3 months of
moratorium
FEDERAL BANK 18-Dec-20 18-Dec-23 10 quarterly SPECIFIC
100.00 39.63 installments after RECEIVABLES
moratorium of 6
months
UNION BANK OF 31-Dec-20 31-Dec-24 15 quarterly SPECIFIC
INDIA 200.00 105.05 Installments with RECEIVABLES
moratorium of 3
months
HSBC BANK LTD 16-Feb-21 15-Feb-24 33 Equated SPECIFIC
150.00 63.65 Monthly RECEIVABLES
installments
moratorium of 3
month
HDFC BANK LTD 26-Feb-21 26-Feb-23 24 Equated SPECIFIC
250.00 21.02 Monthly RECEIVABLES
installments
INDIAN OVERSEAS 31-Mar-21 31-Mar-25 14 quarterly SPECIFIC
BANK 300.00 189.58 installments after RECEIVABLES
a moratorium of
6 months
CANARA BANK 27-May-21 31-May-25 15 equal SPECIFIC
200.00 132.01 quarterly RECEIVABLES
Installments after
a moratorium of
3 months
HDFC BANK LTD 31-May-21 31-May-23 24 equated SPECIFIC
250.00 52.50 Monthly RECEIVABLES
Installments
HDFC BANK LTD 31-May-21 31-May-24 36 equated SPECIFIC
500.00 237.54 Monthly RECEIVABLES
Installments
THE SOUTH 31-May-21 31-May-25 15 Month SPECIFIC
INDIAN BANK 75.00 67.93 Moratorium, RECEIVABLES
Repaid in 11
Installments (10
quarterly of
Rs.682 lacs &
84
Shelf Placement Memorandum
Lender’s Name / Name Date of Date of Amounts Amt. O/s. Repayment Security
Of The Bank Disbursement Maturity Sanctioned as per Schedule
IND-AS
as on
December
31, 2022
last one Rs. 680
lacs )
INDIAN OVERSEAS 22-Jun-21 30-Jun-25 14 equal SPECIFIC
BANK 150.00 105.62 quarterly RECEIVABLES
Installments after
a moratorium of
6 months
FEDERAL BANK 30-Jun-21 30-Jun-24 10 equal SPECIFIC
50.00 29.86 quarterly RECEIVABLES
Installments after
a moratorium of
6 months
UJJIVAN SMALL 30-Jun-21 30-Jun-23 24 equal SPECIFIC
FINANCE BANK 75.00 18.65 monthly RECEIVABLES
LTD installments
EQUITAS SMALL 30-Jun-21 5-Jul-24 12 equal SPECIFIC
FINANCE BANK 100.00 58.55 Quarterly RECEIVABLES
Installments
BARCLAYS BANK 30-Jun-21 30-Jun-23 8 equal SPECIFIC
150.00 37.26 Quarterly RECEIVABLES
Installments
BANK OF 27-Aug-21 26-Aug-25 15 equal SPECIFIC
MAHARASHTRA 250.00 183.80 quarterly RECEIVABLES
Installments after
a moratorium of
3 months
INDIAN BANK 31-Aug-21 30-Aug-25 12 equal SPECIFIC
500.00 453.75 quarterly RECEIVABLES
Installments after
a moratorium of
12 months
HSBC BANK LTD 21-Sep-21 20-Sep-24 33 equal SPECIFIC
125.00 79.57 monthly RECEIVABLES
Installments after
a moratorium of
3 months
INDIAN BANK 30-Sep-21 30-Sep-25 12 equal SPECIFIC
300.00 277.36 quarterly RECEIVABLES
Installments after
a moratorium of
12 months
INDIAN BANK 22-Oct-21 22-Oct-25 12 equal SPECIFIC
700.00 705.59 quarterly RECEIVABLES
Installments after
a moratorium of
12 months
INDIAN OVERSEAS 25-Oct-21 31-Oct-25 14 quarterly SPECIFIC
BANK 50.00 42.41 installments after RECEIVABLES
a moratorium of
6 months
CANARA BANK 17-Nov-21 17-Nov-26 19 quarterly SPECIFIC
500.00 415.25 installments after RECEIVABLES
a moratorium of
3 months
AXIS BANK LTD 25-Nov-21 30-Nov-24 9 quarterly SPECIFIC
200.00 177.42 installments, RECEIVABLES
commencing 12
85
Shelf Placement Memorandum
Lender’s Name / Name Date of Date of Amounts Amt. O/s. Repayment Security
Of The Bank Disbursement Maturity Sanctioned as per Schedule
IND-AS
as on
December
31, 2022
months from the
date of first
disbursement
YES BANK 26-Nov-21 26-Nov-24 36 Equated SPECIFIC
120.00 76.46 Monthly RECEIVABLES
installments
HDFC BANK LTD 31-Dec-21 30-Dec-24 36 Equated SPECIFIC
500.00 335.48 Monthly RECEIVABLES
installments
KARUR VYASA 4-Jan-22 31-Mar-25 36 equal SPECIFIC
BANK 50.00 37.25 monthly RECEIVABLES
installments with
3 months
moratorium
FEDERAL BANK 21-Jan-22 21-Jan-25 10 quarterly SPECIFIC
100.00 89.63 installments with RECEIVABLES
6 months
moratorium
WOORI BANK 24-Jan-22 24-Jan-25 36 monthly SPECIFIC
60.00 41.11 installments RECEIVABLES
THE SOUTH 25-Jan-22 25-Jan-26 11 quarterly SPECIFIC
INDIAN BANK 70.00 69.78 installments with RECEIVABLES
15 months
moratorium (Rs.
6.40 Crores 10
Quarterly
installments and
the last
installments
being Rs. 6.00
Crores)
UNION BANK OF 25-Jan-22 25-Jan-26 15 quarterly SPECIFIC
INDIA 200.00 170.79 installments with RECEIVABLES
3 months
moratorium
HDFC BANK LTD 27-Jan-22 26-Jan-24 24 equal SPECIFIC
250.00 136.34 Monthly RECEIVABLES
Installments
BANK OF BARODA 10-Feb-22 10-Feb-26 14 quarterly SPECIFIC
250.00 230.92 installments with RECEIVABLES
6 months
moratorium
BANK OF BARODA 10-Feb-22 10-Feb-26 14 quarterly SPECIFIC
250.00 232.20 installments with RECEIVABLES
6 months
moratorium
DBS BANK 29-Mar-22 29-Mar-24 8 quarterly SPECIFIC
50.00 37.53 installments with RECEIVABLES
3 months
moratorium
DBS BANK 12-Apr-22 29-Mar-24 8 quarterly SPECIFIC
150.00 112.60 installments with RECEIVABLES
3 months
moratorium
HDFC BANK LTD 27-May-22 26-May-25 36 monthly SPECIFIC
500.00 405.29 repayments RECEIVABLES
HDFC BANK LTD 30-May-22 27-May-24 24 monthly SPECIFIC
86
Shelf Placement Memorandum
Lender’s Name / Name Date of Date of Amounts Amt. O/s. Repayment Security
Of The Bank Disbursement Maturity Sanctioned as per Schedule
IND-AS
as on
December
31, 2022
500.00 356.45 repayments RECEIVABLES
RBL BANK 6-Jun-22 6-Jun-24 8 quarterly SPECIFIC
150.00 112.17 installments RECEIVABLES
CANARA BANK 21-Jun-22 30-Jun-27 19 quarterly SPECIFIC
300.00 279.08 installments after RECEIVABLES
initial
moratorium of 3
months
UJJIVAN SMALL 30-Jun-22 30-Jun-24 24 Monthly SPECIFIC
FINANCE BANK 50.00 37.41 installments RECEIVABLES
LTD
BANK OF BARODA 30-Jun-22 27-Jun-26 14 quarterly SPECIFIC
500.00 497.74 installments after RECEIVABLES
an initial
moratorium of 6
months for each
INDUSIND BANK 30-Jun-22 30-Jun-25 36 monthly SPECIFIC
500.00 409.88 installments with RECEIVABLES
no moratorium
starting from one
month after
disbursement
BANDHAN BANK 30-Jun-22 29-Jun-26 15 equal SPECIFIC
200.00 186.37 quarterly RECEIVABLES
installments post
3 months
moratorium
FEDERAL BANK 9-Sep-22 9-Sep-26 14 equal SPECIFIC
75.00 74.55 quarterly RECEIVABLES
installments post
6 months
moratorium
FEDERAL BANK 9-Sep-22 9-Sep-26 14 equal SPECIFIC
75.00 74.47 quarterly RECEIVABLES
installments post
6 months
moratorium
INDIAN BANK 30-Sep-22 30-Sep-26 15 equal SPECIFIC
350.00 350.91 quarterly RECEIVABLES
installments post
3 months
moratorium
CANARA BANK 30-Sep-22 30-Sep-27 19 equal SPECIFIC
300.00 294.63 quarterly RECEIVABLES
installments post
3 months
moratorium
RBL BANK 14-Oct-22 14-Sep-24 8 quarterly SPECIFIC
LIMITED 80.00 80.02 installments RECEIVABLES
BANK OF BARODA 27-Oct-22 27-Oct-26 14 quarterly SPECIFIC
500.00 500.12 installments after RECEIVABLES
an initial
moratorium of 6
months for each
STATE BANK OF 28-Feb-22 24-Feb-23 Bullet payment SPECIFIC
INDIA 180.00 180.00 RECEIVABLES
STATE BANK OF 28-Feb-22 24-Feb-23 Bullet payment SPECIFIC
87
Shelf Placement Memorandum
Lender’s Name / Name Date of Date of Amounts Amt. O/s. Repayment Security
Of The Bank Disbursement Maturity Sanctioned as per Schedule
IND-AS
as on
December
31, 2022
INDIA 180.00 180.00 RECEIVABLES
Total 25,384.50 26,863.47
**Security: Secured by hypothecation of specific assets covered under hypothecation loan agreements
88
Shelf Placement Memorandum
Sr. Lender’s Name / Name Date of Date of Amount Amt. O/s. as Repayme Security
No. of The Bank Disbursement Maturity Sanctioned per IND AS nt
as on Schedule
December 31,
2022
23 FEDERAL BANK 23-Sep-22 22-Mar-23 Bullet SPECIFIC
15.00 15.00 payment RECEIVABLES
24 STANDARD 27-Sep-22 27-Sep-23 Bullet SPECIFIC
CHARTERED 150.00 150.04 payment RECEIVABLES
BANK
25 STANDARD 28-Sep-22 28-Sep-23 Bullet SPECIFIC
CHARTERED 240.00 240.07 payment RECEIVABLES
BANK
26c STANDARD 28-Sep-22 28-Sep-23 Bullet SPECIFIC
CHARTERED 150.00 150.04 payment RECEIVABLES
BANK
27 INDUSIND BANK 30-Sep-22 30-Sep-23 Bullet SPECIFIC
100.00 100.02 payment RECEIVABLES
28 CITI BANK 13-Oct-22 12-Oct-23 Bullet SPECIFIC
145.00 145.03 payment RECEIVABLES
29 PUNJAB 6-Oct-22 6-Apr-23 Bullet SPECIFIC
NATIONAL BANK 62.85 62.87 payment RECEIVABLES
30 BANK OF BARODA 31-Oct-22 29-Apr-23 Bullet SPECIFIC
90.00 90.00 payment RECEIVABLES
31 DCB BANK 30-Dec-22 29-Mar-23 Bullet SPECIFIC
40.00 39.99 payment RECEIVABLES
32 INDIAN BANK 30-Dec-22 13-Feb-23 Bullet SPECIFIC
145.00 145.06 payment RECEIVABLES
33 KOTAK 20-Dec-22 18-Jan-23 Bullet SPECIFIC
MAHINDRA BANK 0.44 0.44 payment RECEIVABLES
34 KOTAK 30-Dec-22 3-Feb-23 Bullet SPECIFIC
MAHINDRA BANK 35.00 35.02 payment RECEIVABLES
Total 5512.92 5512.92
**Security: Secured by hypothecation of specific assets covered under hypothecation loan agreements
(Rs. In Crores)
Sr. Lender’s Date of Date of Sanctione Amt. O/s. as Repayment Schedule Security**
No. Name / Disbursement Maturity d Amt. per IND AS
Name of the as on
Bank December 31,
2022
1 NABARD 09/08/2017 31/01/2023 11 HALF YEARLY SPECIFIC
700.00 14.50 INSTALLMNENTS (6 RECEIVABLES
INSTALLMENTS OF
RS 105 CRS THEN 5
INSTALLMENTS OF
RS 14CRS)
2 NABARD 01/11/2018 31/01/2024 11 INSTALLMENTS SPECIFIC
500.00 31.32 (6 INSTMTS OF RS 75 RECEIVABLES
CRS STARTING FROM
31.01.2019 & 5
INSTMTS OF RS 10
CRS )
3 NABARD 13/11/2018 31/01/2024 11 INSTALLMENTS SPECIFIC
324.00 20.30 (6 INSTMTS OF RS RECEIVABLES
48.60 CRS STARTING
FROM 31.01.2019 & 5
INSTMETS OF RS 6.48
CRS )
4 NABARD 28/03/2019 31/07/2024 11 HALF YEARLY SPECIFIC
320.00 26.69 INSTALLMENTS RECEIVABLES
(6 INSTMTS OF RS 48
CRS STARTING FROM
31.01.2019 & 5
89
Shelf Placement Memorandum
INSTMTS OF RS 6.40
CRS )
5 SIDBI 27/09/2022 10/03/2028 21 QUARTERLY SPECIFIC
1,100.00 1,105.79 INSTALMENT AFTER RECEIVABLES
A MORATORIUM
PERIOD OF 6 MONTHS
6 NABARD 31/12/2020 31/12/2025 BULLET SPECIFIC
1,500.00 900.00 RECEIVABLES
7 NABARD 26/02/2021 31/03/2026 20 QUARTERLY SPECIFIC
1,000.00 632.09 INSTALMENT OF RS. RECEIVABLES
50 CRS EACH.
8 SIDBI 19/03/2021 10/06/2026 20 QUARTERLY SPECIFIC
400.00 275.91 INSTALMENT AFTER RECEIVABLES
A MORATORIUM
PERIOD OF 6 MONTHS
9 MICRO 25/03/2021 10/03/2024 12 QUARTERLY- 11 SPECIFIC
UNITS 200.00 80.38 INSTALLMENTS OF RECEIVABLES
DEVELOP RS 17CRS EACH & 12
MENT TH INSTALLMENTS
REFINANC OF RS 13 CRS
E AGENCY
LTD
10 NABARD 23/07/2021 30/06/2026 19 QUARTERLY SPECIFIC
1,000.00 745.43 INSTALLMENTS RECEIVABLES
STARTING FROM 31ST
DECEMBER 2021
11 SIDBI 17/08/2021 10/08/2024 11 QUARTERLY SPECIFIC
1,000.00 729.31 INSTALLMENTS RECEIVABLES
AFTER A
MORATORIUM
PERIOD OF 9 MONTHS
FROM THE DATE OF
DISBURSEMENT
12 SIDBI 31/03/2022 10/03/2025 11 QUARTERLY SPECIFIC
1,000.00 814.77 INSTALLMENTS RECEIVABLES
COMMENCING AFTER
A MORATORIUM
PERIOD OF UPTO 6
MONTHS
13 MICRO 30/03/2022 10/01/2025 11 QUARTERLY SPECIFIC
UNITS 200.00 164.21 INSTALLMENTS RECEIVABLES
DEVELOP AFTER MORATORIUM
MENT PERIOD OF 3 MONTHS
REFINANC FROM THE DATE OF
E AGENCY DISBURSEMENT
LTD
14 NATIONA 25-Jun-19 31-Jul-24 10 half-yearly SPECIFIC
L BANK 500.00 53.27 installments first 6 RECEIVABLES
FOR installments 7500
AGRICUL lakhs, last 4
TURE installments 1250 lakhs
AND
RURAL
DEVELOP
MENT
15 NATIONA 29-Sep-20 30-Sep-25 5 years on quarterly SPECIFIC
L BANK 500.00 281.61 basis at the last date of RECEIVABLES
FOR every month
AGRICUL
TURE
AND
RURAL
DEVELOP
MENT
16 SIDBI 17-Feb-21 10-May-26 Repayable in 20 equal SPECIFIC
300.00 211.16 quarterly installments RECEIVABLES
of 15 crore &
90
Shelf Placement Memorandum
moratorium of 6
months.
17 NATIONA 26-Feb-21 31-Mar-26 20 equal Quarterly SPECIFIC
L BANK 1,000.00 641.59 Installments RECEIVABLES
FOR
AGRICUL
TURE
AND
RURAL
DEVELOP
MENT
18 BAJAJ 31-Mar-21 31-Mar-24 10 equal quarterly SPECIFIC
FINANCE 43.75 21.81 Installments after a RECEIVABLES
LIMITED moratorium of 6
months
19 TATA 25-Jun-21 15-Jun-24 12 equal Quarterly SPECIFIC
CAPITAL 300.00 148.90 Installments RECEIVABLES
FINANCI
ALS
20 NATIONA 30-Nov-21 30-Sep-26 3 Months Moratorium, SPECIFIC
L BANK 1,500.00 1,200.00 Repaid in 19 quarterly RECEIVABLES
FOR installments (18th
AGRICUL quarterly of Rs.7500
TURE lakhs & last one Rs.
AND 15000 lakhs )
RURAL
DEVELOP
MENT
21 BAJAJ 30-Nov-21 30-Nov-24 12 quarterly SPECIFIC
FINANCE 60.00 40.18 Installments after a RECEIVABLES
LIMITED moratorium of 3
months
22 BAJAJ 04-Jan-22 30-Nov-24 12 quarterly SPECIFIC
FINANCE 10.00 6.70 Installments RECEIVABLES
LIMITED
23 BAJAJ 31-Mar-22 31-Mar-25 12 quarterly SPECIFIC
FINANCE 5.00 4.18 Installments after a RECEIVABLES
LIMITED moratorium of 3
months
24 BAJAJ 22-Jun-22 22-Jun-25 12 equal quarterly SPECIFIC
FINANCE 125.00 115.02 installments to RECEIVABLES
LIMITED commence from the
3rd month from the
date of first
disbursement
25 TATA 29-Jun-22 15-Jun-25 12 Equal quarterly SPECIFIC
CAPITAL 500.00 417.25 installments till RECEIVABLES
FINANCI maturity
ALS
Total 14087.75 8682.36
**Security: Secured by hypothecation of specific assets covered under hypothecation loan agreements.
92
Shelf Placement Memorandum
ORIUM
OF 12
MONTH
S
Total 6,997.88 7140.46
(Rs. In Crores)
Sr. Lender’s Name / Sanctioned Amt. Amt. O/s. as per IND AS as Repayment Schedule
No. Name of the Bank on December 31, 2022
1 BANK OF INDIA Repayable on Demand
280.00 254.67
2 CENTRAL BANK OF INDIA Repayable on Demand
50.00 40.91
3 INDIAN OVERSEAS BANK Repayable on Demand
100.00 1.10
4 PUNJAB NATIONAL BANK Repayable on Demand
200.00 150.00
5 STATE BANK OF INDIA Repayable on Demand
220.00 202.52
6 CANARA BANK Repayable on Demand
80.00 1.05
7 UNION BANK OF INDIA Repayable on Demand
50.00 0.35
8 HDFC BANK Repayable on Demand
32.00 107.65
9 UNION BANK OF INDIA Repayable on Demand
12.00 0.09
10 BANK OF MAHARASHTRA Repayable on Demand
16.00 22.76
11 PUNJAB NATIONAL BANK Repayable on Demand
41.90 0.08
12 AXIS BANK Repayable on Demand
100.00 1.75
13 BANK OF BARODA Repayable on Demand
60.00 0.15
14 FEDERAL BANK Repayable on Demand
10.00 0.03
Total 783.12
(Rs. In Crores)
Series Name Tenure / Coupon Issue Size Amt. O/s. as per Allotment Redemption Rating Security
Period of IND AS as on Date Date
Maturity December 31,
(days) 2022
SEFC 110 3653 9.90% 27-Feb- 27-Feb- CARE Secured
CRS 110.00 119.12 2015 2025 AA+/St
able
SEREIS M 14 3653 9.90% 16-Apr- 16-Apr- CARE Secured
25 CRS 25.00 26.76 2015 2025 AA+/St
able
T SCR 043 3652 9.60% 05-Jul- 05-Jul-2023 CRISIL Secured
50.00 52.32 2013 AA+/St
able
93
Shelf Placement Memorandum
Series Name Tenure / Coupon Issue Size Amt. O/s. as per Allotment Redemption Rating Security
Period of IND AS as on Date Date
Maturity December 31,
(days) 2022
T SCACR 044 3652 9.60% 15-Jul- 15-Jul-2023 CRISIL Secured
9.60 10.02 2013 AA+/St
able,
CARE
AA+;
Stable
AUG S001 3652 10.50% 14-Aug- 14-Aug- CARE Secured
15.00 15.59 2013 2023 AA+/St
able
P SCACR001 3652 10.50% 14-Aug- 14-Aug- CRISIL Secured
29.70 30.87 2013 2023 AA+/St
able,
CARE
AA+;
Stable
AUG S002 3652 10.75% 13-Dec- 13-Dec- CARE Secured
OPTION II 36.00 36.14 2013 2023 AA+/St
able
AUG D 001 3652 10.50% 27-Aug- 27-Aug- CRISIL Secured
18.50 19.16 2013 2023 AA+/St
able,
CARE
AA+;
Stable
AUG D 003 3652 10.75% 30-Sep- 30-Sep- CRISIL Secured
10.00 10.28 2013 2023 AA+/St
able,
CARE
AA+;
Stable
AUG D 004 3652 10.75% 30-Sep- 30-Sep- CARE Secured
15.00 15.41 2013 2023 AA+/St
able
AUG D 005 3652 10.75% 09-Oct- 09-Oct- CARE Secured
10.00 10.23 2013 2023 AA+/St
able
AUG S003 3652 10.75% 30-Dec- 30-Dec- CARE Secured
10.00 9.99 2013 2023 AA+/St
able
P SCA 012 3653 10.60% 28-Mar- 28-Mar- CARE Secured
20.00 21.58 2014 2024 AA+/St
able
AUG D 006 3653 10.60% 28-Mar- 28-Mar- CRISIL Secured
1.20 1.29 2014 2024 AA+/St
able,
CARE
AA+;
Stable
PPD 14-15 A6 3653 10.25% 18-Sep- 18-Sep- IND Secured
300.00 307.60 2014 2024 AA+/St
able,
CARE
AA+;
Stable
PPD 14-15 3653 10.00% 19-Sep- 19-Sep- IND Secured
A10 22.00 22.57 2014 2024 AA+/St
able
94
Shelf Placement Memorandum
Series Name Tenure / Coupon Issue Size Amt. O/s. as per Allotment Redemption Rating Security
Period of IND AS as on Date Date
Maturity December 31,
(days) 2022
PPD 14-15 B1 3653 10.25% 10-Oct- 10-Oct- IND Secured
468.00 478.01 2014 2024 AA+/St
able,
CARE
AA+;
Stable
PPD 14-15 B3 3653 10.10% 31-Oct- 31-Oct- IND Secured
25.00 25.43 2014 2024 AA+/St
able
PPD 14-15 B6 3653 10.00% 13-Nov- 13-Nov- IND Secured
332.50 336.72 2014 2024 AA+/St
able,
CARE
AA+;
Stable
PPD 14-15 C2 3653 9.90% 28-Nov- 28-Nov- IND Secured
100.00 100.68 2014 2024 AA+/St
able,
CARE
AA+;
Stable
PPD 14-15 C4 3653 9.80% 28-Nov- 28-Nov- CARE Secured
42.50 42.89 2014 2024 AA+/St
able
PPD 14-15 C 3652 9.30% 18-Mar- 18-Mar- CRISIL Secured
31 OPT 2 100.00 107.13 2016 2026 AA+/St
able,
IND
AA+/St
able
PPD 14-15 C 3650 9.30% 29-Mar- 27-Mar- CRISIL Secured
34 OPTION 2 140.00 149.80 2016 2026 AA+/St
able,
IND
AA+/St
able
PPD 15-16 3652 9.22% 13-Apr- 13-Apr- CRISIL Secured
C35 2 179.00 190.53 2016 2026 AA+/St
able,
IND
AA+/St
able
PPD 15-16 3652 9.20% 22-Apr- 22-Apr- CRISIL Secured
C36 26.00 27.64 2016 2026 AA+/St
able,
IND
AA+/St
able
PPD15-16 2556 9.05% 25-May- 25-May- CRISIL Secured
C38 50.00 52.74 2016 2023 AA+/St
able,
IND
AA+/St
able
PPD15-16 2556 9.05% 09-Jun- 09-Jun- CRISIL Secured
C40 12.50 13.14 2016 2023 AA+/St
able,
IND
95
Shelf Placement Memorandum
Series Name Tenure / Coupon Issue Size Amt. O/s. as per Allotment Redemption Rating Security
Period of IND AS as on Date Date
Maturity December 31,
(days) 2022
AA+/St
able
PPD 16-17 D- 2556 9.05% 19-Jul- 19-Jul-2023 CRISIL Secured
04 75.00 78.06 2016 AA+/St
able,
IND
AA+/St
able
PPD 16-17 3652 8.87% 08-Aug- 08-Aug- CRISIL Secured
D13 110.00 113.63 2016 2026 AA+/St
able,
IND
AA+/St
able
PPD-17-18-F- 1826 8.00% 30-Nov- 30-Nov- CRISIL Secured
05 - - 2017 2022 AA+/St
able,
IND
AA+/St
able
PPD 17-18-F- 2618 8.72% 26-Mar- 26-May- IND Secured
15-03 10.00 10.66 2018 2025 AA+/St
able
PPD 17-18-F- 1826 8.72% 22-Mar- 22-Mar- CRISIL Secured
14-03 230.00 245.65 2018 2023 AA+/St
able,
IND
AA+/St
able
PPD 17-18-F- 1826 8.72% 27-Mar- 27-Mar- CRISIL Secured
16-03 825.00 879.96 2018 2023 AA+/St
able,
IND
AA+/St
able
PPD-17-18-F- 1826 8.72% 22-Mar- 22-Mar- CRISIL Secured
14-03-01 11.50 12.28 2018 2023 AA+/St
able,
IND
AA+/St
able
PPD-17-18-F- 2618 8.72% 26-Mar- 26-May- IND Secured
15-01 25.00 26.66 2018 2025 AA+/St
able
PPD-19-20--J- 1096 10.00% 13-Feb- 13-Feb- CRISIL Secured
02-02 200.00 217.63 2020 2023 AA+/St
able
PPD-19-20-J- 1097 9.50% 26-Feb- 27-Feb- CRISIL Secured
03 300.00 324.10 2020 2023 AA+/St
able
NCD-2020-21 1095 9.00% 22-May- 22-May- CRISIL Secured
PJ 05 250.00 263.57 2020 2023 AA+/St
able
PPD-2020-21- 3652 9.00% 29-Oct- 29-Oct- CRISIL Secured
05 50.00 48.18 2020 2030 AA+/St
able,
IND
AA+/St
96
Shelf Placement Memorandum
Series Name Tenure / Coupon Issue Size Amt. O/s. as per Allotment Redemption Rating Security
Period of IND AS as on Date Date
Maturity December 31,
(days) 2022
able
Series Name Tenure / Coupon Issue Size Amt. O/s. as per Allotment Redemption Rating Security
Period of IND AS as on Date Date
Maturity December 31,
(days) 2022
able
98
Shelf Placement Memorandum
Series Name Tenure / Coupon Issue Size Amt. O/s. as per Allotment Redemption Rating Security
Period of IND AS as on Date Date
Maturity December 31,
(days) 2022
MLD
AA+r/St
able
PPD-21-22- 729 7.95% 17-Jun- 16-Jun- IND Secured
225 CRS 225.00 234.61 2021 2023 AA+
/Stable
PPD-21-22- 729 6.85% 17-Jun- 16-Jun- IND Secured
1600 CRS 1,585.00 1,652.74 2021 2023 AA+
/Stable
PPD-2021-22 914 8.37% 18-May- 18-Nov- CRISIL Secured
130.00 147.20 2021 2023 PP-
MLD
AA+r/St
able
PPD-2021-22- 729 7.95% 17-Jun- 16-Jun- IND Secured
05 100.00 104.31 2021 2023 AA+
/Stable
PPD-21-22- 914 8.37% 18-May- 18-Nov- CRISIL Secured
100 CR 100.00 113.23 2021 2023 PP-
MLD
AA+r/St
able
PPD-2021-22- 729 7.95% 17-Jun- 16-Jun- IND Secured
02 95.00 99.00 2021 2023 AA+
/Stable
PPD-21-22- 1096 8.24% 30-Sep- 30-Sep- CRISIL Secured
150 CR 150.00 165.43 2021 2024 PP-
MLD
AA+r/St
able
PPD-2021-22- 914 8.37% 18-May- 18-Nov- CRISIL Secured
81 CRS 81.00 91.67 2021 2023 PP-
MLD
AA+r/St
able
PPD-2021-22- 914 8.37% 18-May- 18-Nov- CRISIL Secured
101 CRS 101.00 114.30 2021 2023 PP-
MLD
AA+r/St
able
PPD-21-22- 3652 8.37% 12-Nov- 12-Nov- IND Secured
2100 CRS 2,100.00 2,124.08 2021 2031 AA+ &
CRISIL
AA+
PPD-21-22- 914 8.37% 18-May- 18-Nov- CRISIL Secured
65.50 CRS 65.50 74.41 2021 2023 PP-
MLD
AA+r/St
able
PPD-2021-22- 639 7.07% 13-Dec- 13-Sep- IND Secured
250 CRS 250.00 250.57 2021 2023 AA+
/Stable
PPD-21-22-25 3650 8.00% 28-Dec- 26-Dec- IND Secured
CRS 25.00 24.26 2021 2031 AA+/
Stable &
CRISIL
AA+/
Stable
99
Shelf Placement Memorandum
Series Name Tenure / Coupon Issue Size Amt. O/s. as per Allotment Redemption Rating Security
Period of IND AS as on Date Date
Maturity December 31,
(days) 2022
STFCL 01 728 6.80% 04-Feb- 02-Feb- IND Secured
PPD FEB 525.00 552.97 2022 2024 AA+/
2021-22 Stable’
by India
Ratings
STFC 1124 7.40% 21-Feb- 21-Mar- IND Secured
PP2021-22K- 150.00 159.43 2022 2025 AA+/
06 OPTION-I Stable &
CRISIL
AA+/
Stable
STFC 730 7.00% 21-Feb- 21-Feb- IND Secured
PP2021-22K- 200.00 211.98 2022 2024 AA+/
06 OPTION-2 Stable &
CRISIL
AA+/
Stable
STFCL 02 3652 8.56% 25-Feb- 25-Feb- IND Secured
PPD FEB 900.00 965.43 2022 2032 AA+/
2021-22 Stable &
CRISIL
AA+/
Stable
STFCL 03 729 6.25% 17-Mar- 15-Mar- CARE Secured
PPD MAR 250.00 262.71 2022 2024 AA+/St
2021-22 able
SERIES 1127 7.45% 23-Mar- 23-Apr- IND Secured
STFCL PP 50.00 52.89 2022 2025 AA+
2021-22 K-07
STFC MAY 914 8.37% 18-May- 18-Nov- CRISIL Secured
2021-22 77.70 87.93 2021 2023 PP-
PPML Y 03 MLD
ISSUEANCE AA+r/St
10 able
SERIES 1127 7.45% 23-Mar- 23-Apr- IND Secured
STFCL PP 200.00 211.06 2022 2025 AA+/
2021-22 K- Stable &
07(REISSUE CRISIL
1) AA+/
Stable
SERIES PPD 2618 8.72% 26-Mar- 26-May- IND Secured
17-18 F-15 25.00 26.60 2018 2025 AA+/
OPTION III Stable &
(REISSUE 2) CRISIL
AA+/
Stable
STFCL MAY 914 8.37% 18-May- 18-Nov- CRISIL Secured
2121-22 220.00 249.50 2021 2023 PP-
PPML Y-03 MLD
FURTHER AA+r/St
iSSUANCE able
11
SERIES 2557 8.25% 25-Apr- 25-Apr- IND Secured
STFCL PPD- 100.00 104.56 2022 2029 AA+
II APR 2022- /Stable
2023
SERIES 731 6.80% 18-Apr- 18-Apr- IND Secured
STFCL PPD-I 700.00 716.11 2022 2024 AA+
100
Shelf Placement Memorandum
Series Name Tenure / Coupon Issue Size Amt. O/s. as per Allotment Redemption Rating Security
Period of IND AS as on Date Date
Maturity December 31,
(days) 2022
APR 2022-23 /Stable
Series Name Tenure / Coupon Issue Size Amt. O/s. as per Allotment Redemption Rating Security
Period of IND AS as on Date Date
Maturity December 31,
(days) 2022
SERIES 3653 8.55% 08-Sep- 08-Sep- IND Secured
STFCL PPD- 200.00 205.39 2022 2032 AA+/
III SEPT Stable &
2022-23 CRISIL
(OPTION -2) AA+/
Stable
SERIES 729 7.60% 08-Sep- 06-Sep- IND Secured
STFCL PPD- 201.00 203.36 2022 2024 AA+
III SEPT /Stable
2022-23
(OPTION -1)
SERIES 3653 8.50% 18-Oct- 18-Oct- IND Secured
STFCL PPD- 27.00 27.08 2022 2032 AA+/St
IV 2022-23 able &
CRISIL
AA+/
Stable
STFCL NOV 1096 8.77% 18-Nov- 18-Nov- CRISIL Secured
2022-23 30.00 30.05 2022 2025 PP-
PPML Y-07 MLD
AA+r/
Stable
STFCL NOV 1188 8.86% 23-Nov- 23-Feb- CRISIL Secured
2022-23 50.00 50.03 2022 2026 PP-
PPML Y-08 MLD
AA+r/
Stable
STFCL PPD- 3653 8.50% 18-Oct- 18-Oct- IND Secured
IV 2022-23 110.00 111.88 2022 2032 AA+/St
(FURTHER able &
ISSUANCE – CRISIL
1) AA+/
Stable
STFCL SEP 760 8.12% 02-Sep- 01-Oct- CRISIL Secured
2022-23 19.50 19.92 2022 2024 PP-
PPML Y-06 MLD
(FURTHER AA+r/
ISSUANCE – Stable
2)
XIII 1551 9.25% 28-Feb- 28-May- IND Secured
500.00 505.18 2020 2024 AA+/St
able
XII 1096 9.25% 28-Feb- 28-Feb- IND Secured
240.00 242.28 2020 2023 AA+/St
able
XIV 1095 9.25% 05-Mar- 05-Mar- CRISIL Secured
25.00 25.20 2020 2023 AA+
Series Name Tenure / Coupon Issue Size Amt. O/s. as per Allotment Redemption Rating Security
Period of IND AS as on Date Date
Maturity December 31,
(days) 2022
AA+
(Stable)
103
Shelf Placement Memorandum
Series Name Tenure / Coupon Issue Size Amt. O/s. as per Allotment Redemption Rating Security
Period of IND AS as on Date Date
Maturity December 31,
(days) 2022
XXVII 912 8.22% 01-Sep- 01-Mar- IND Secured
200.00 221.04 2021 2024 PP-
MLD
AA+em
r/Stable
XXVIII 1096 9.90% 21-Sep- 21-Sep- CRISIL Secured
300.00 304.45 2021 2024 AA+/St
able and
IND
AA+/St
able
XXVIII 3652 8.65% 21-Sep- 21-Sep- CRISIL Secured
189.00 192.04 2021 2031 AA+/St
able and
IND
AA+/St
able
XXIX 912 8.20% 23-Nov- 23-May- IND Secured
300.00 324.91 2021 2024 PP-
MLD
AA+em
r/Stable
XXX 3651 9.05% 21-Dec- 20-Dec- CRISIL Secured
600.00 610.27 2021 2031 AA+/St
able and
IND
AA+/St
able
XXXI 454 7.50% 22-Feb- 22-May- CRISIL Secured
440.00 466.23 2022 2023 AA+/St
able and
IND
AA+/St
able
XXXI 3652 9.00% 22-Feb- 22-Feb- CRISIL Secured
180.00 196.29 2022 2032 AA+/St
able and
IND
AA+/St
able
XXXII 915 8.20% 18-May- 18-Nov- IND Secured
579.90 600.82 2022 2024 PP-
MLD
AA+em
r/Stable
XXXIII 3653 8.85% 31-May- 31-May- CRISIL Secured
200.00 203.00 2022 2032 AA+/St
able and
IND
AA+/St
able
XXXIV 792 8.10% 15-Sep- 15-Nov- IND Secured
400.00 405.89 2022 2024 PP-
MLD
AA+em
r/Stable
104
Shelf Placement Memorandum
Series Name Tenure / Coupon Issue Size Amt. O/s. as per Allotment Redemption Rating Security
Period of IND AS as on Date Date
Maturity December 31,
(days) 2022
XXXIII 1096 8.30% 07-Oct- 07-Oct- CRISIL Secured
150.00 150.98 2022 2025 AA+/St
able
Total 28358.03 29768.96
Note** The Company's secured non-convertible debentures are secured by specific assets covered under hypothecation loan
agreements and by way of exclusive charge and equitable mortgage of immovable property as per the terms of issue.
105
Shelf Placement Memorandum
CRISIL
AA+/Stable,
07-Mar- 07-Mar- CARE
INE721A08BS8 3652 10.65% 33.00 35.89 2013 2023 AA+; Stable
05-Jul- CRISIL
INE721A08CO5 3652 10.25% 25.00 26.26 2013 05-Jul-2023 AA+/Stable
CRISIL
AA+/Stable,
24-Jun- 24-Jun- CARE
INE721A08CM9 3652 10.15% 50.00 52.62 2013 2023 AA+; Stable
CRISIL
AA+/Stable,
02-May- 02-May- CARE
INE721A08CE6 3652 10.65% 23.50 25.16 2013 2023 AA+; Stable
CRISIL
AA+/Stable,
20-May- 20-May- CARE
INE721A08CI7 3652 10.25% 10.00 10.63 2013 2023 AA+; Stable
CRISIL
AA+/Stable,
30-Sep- 30-Sep- CARE
INE721A08CU2 2922 10.10% 67.00 68.72 2015 2023 AA+; Stable
CRISIL
AA+/Stable,
01-Dec- 30-May- IND
INE721A08CV0 2737 8.50% 40.00 40.23 2016 2024 AA+/Stable
CRISIL
AA+/Stable,
01-Dec- 01-Dec- IND
INE721A08CW8 3652 8.50% 60.00 60.19 2016 2026 AA+/Stable
CRISIL
AA+/Stable,
29-Dec- 29-Dec- IND
INE721A08CX6 3652 8.50% 75.00 74.72 2016 2026 AA+/Stable
CRISIL
AA+/Stable,
17-Oct- 15-Oct- IND
INE721A08CY4 3650 8.20% 100.00 100.85 2017 2027 AA+/Stable
CRISIL
AA+/Stable,
17-Oct- 15-Oct- IND
INE721A08CY4 3650 8.20% 100.00 100.71 2017 2027 AA+/Stable
CRISIL
AA+/Stable,
17-Oct- 15-Oct- IND
INE721A08CY4 3650 8.20% 35.00 35.60 2017 2027 AA+/Stable
CRISIL
AA+/Stable,
17-Oct- 15-Oct- IND
INE721A08CY4 3650 8.20% 10.00 10.17 2017 2027 AA+/Stable
CRISIL
AA+/Stable,
17-Oct- 15-Oct- IND
INE721A08CY4 3650 8.20% 15.00 15.22 2017 2027 AA+/Stable
CRISIL
AA+/Stable,
17-Oct- 15-Oct- IND
INE721A08CY4 3650 8.20% 14.00 14.20 2017 2027 AA+/Stable
CRISIL
AA+/Stable,
17-Oct- 15-Oct- IND
INE721A08CY4 3650 8.20% 5.00 5.07 2017 2027 AA+/Stable
CRISIL
AA+/Stable,
17-Oct- 15-Oct- IND
INE721A08CY4 3650 8.20% 10.00 10.17 2017 2027 AA+/Stable
107
Shelf Placement Memorandum
CRISIL
AA+/Stable,
17-Oct- 15-Oct- IND
INE721A08CY4 3650 8.20% 5.00 5.07 2017 2027 AA+/Stable
CRISIL
AA+/Stable,
23-Mar- 23-Mar- IND
INE721A08CZ1 3653 9.00% 100.00 106.66 2018 2028 AA+/Stable
CRISIL
AA+/Stable,
28-Mar- 28-Apr- IND
INE721A08DB0 2588 8.95% 40.00 42.60 2018 2025 AA+/Stable
CRISIL
AA+/Stable,
28-Mar- 28-Mar- IND
INE721A08DA2 3653 9.00% 995.00 1,060.31 2018 2028 AA+/Stable
CRISIL
AA+/Stable,
28-Nov- 26-Apr- IND
INE721A08DC8 1976 10.25% 650.00 627.06 2018 2024 AA+/Stable
CRISIL
AA+/Stable,
12-Dec- 12-Dec- IND
INE721A08DD6 3653 10.51% 10.00 9.98 2018 2028 AA+/Stable
CRISIL
AA+/Stable,
28-Nov- 26-Apr- IND
INE721A08DC8 1976 10.25% 650.00 627.34 2018 2024 AA+/Stable
CRISIL
AA+/Stable,
28-Nov- 26-Apr- IND
INE721A08DC8 1976 10.25% 475.00 458.22 2018 2024 AA+/Stable
CRISIL
AA+/Stable,
12-Dec- 12-Dec- IND
INE721A08DD6 3653 10.51% 25.00 25.14 2018 2028 AA+/Stable
CRISIL
AA+/Stable,
31-Dec- 27-Dec- IND
INE721A08DE4 2188 10.25% 550.00 535.97 2018 2024 AA+/Stable
CRISIL
AA+/Stable,
INE721A08DG9 25-Oct- 25-Oct- IND
3653 8.75% 115.00 114.04 2022 2032 AA+/Stable
4,606.10 4,635.02
Series Name Tenure Coupon Issue Size Amt. O/s. Allotment Redempt Rating Security
(Months) as per IND Date ion Date **
AS as on
December
31, 2022
108
Shelf Placement Memorandum
109
Shelf Placement Memorandum
113
Shelf Placement Memorandum
Amounts
Allotment
Series Tenure Outstanding as Redemption
Coupon Issue Size Date Rating Security**
Name (Days) on December 31, Date
(Original)
2022
114
Shelf Placement Memorandum
BB-/Stable
by S&P
HSBC 16-Jan- Ratings & Specific
1277 5.10% 3,542.50 16-Jul-2023
ED-1 2020 BB/Stable Receivables
by Fitch
1,995.68 Ratings
BB-/Stable
ED- by S&P
1836.25 13-Jan- 13-Mar- Ratings & Specific
1155 4.40% 1,836.25
CRS- 2021 2024 BB/Stable Receivables
HSBC by Fitch
2,150.11 Ratings
BB-/Stable
ED- by S&P
1836.25 13-Jan- 13-Mar- Ratings & Specific
1155 4.40% 1,836.25
CRS- 2021 2024 BB/Stable Receivables
CITI by Fitch
2,093.23 Ratings
BB-/Stable
by S&P
DOLLAR 13-Jan- 13-Mar- Ratings & Specific
1155 4.40% 1,630.35
BOND 6 2021 2024 BB/Stable Receivables
by Fitch
1,882.71 Ratings
BB-/Stable
by S&P
DOLLAR 18-Jan- Ratings & Specific
1277 4.15% 1,479.10 18-Jul-2025
BOND 7 2022 BB/Stable Receivables
by Fitch
1,714.13 Ratings
BB-/Stable
by S&P
DOLLAR
18-Jan- Ratings & Specific
BOND 1277 4.15% 1,442.12 18-Jul-2025
2022 BB/Stable Receivables
7A
by Fitch
1,638.86 Ratings
Total 9,982.32 11,474.72
**Secured by hypothecation of specific assets covered under hypothecation loan agreements
Details of Deposits:
(Rs. In crores)
115
Shelf Placement Memorandum
Amount
outstanding** as
Sr. Lender/ Instrument/ Secured/
on December 31, Maturity Date Credit Rating
No. Investors Unsecured
2022
(As per IND-AS)
Deposits – Public deposit 32,731.32 Redeemable over a India Ratings & Research Unsecured
period of 12 to 60 Private
months Limited Rating " IND
AA+/Stable " and
ICRA Rating " ICRA
1 AA+(Stable)"
Deposits – Corporate 1562.24 Redeemable over a India Ratings & Research Unsecured
period of 12 to 60 Private
months Limited Rating " IND
AA+/Stable " and
ICRA Rating " ICRA
2 AA+(Stable)"
Recurring Deposits 195.48 12 to 60 months India Ratings & Research Unsecured
Private
Limited Rating " IND
AA+/Stable "and ICRA
3 Rating " ICRA AA+(Stable)"
Total 34,489.04
Aggregate
% of NCD
Investor Name Amount
Outstanding
(Crores)
LIFE INSURANCE CORPORATION OF INDIA 10,075.00 28.31%
ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED 1,750.00 4.92%
STANDARD CHARTERED BANK 1,225.00 3.44%
POST OFFICE LIFE INSURANCE FUND 975.00 2.74%
KOTAK MAHINDRA TRUSTEE CO. LTD. 857.00 2.41%
KOTAK MAHINDRA BANK LIMITED 695.00 1.95%
LARSEN AND TOUBRO LIMITED 565.00 1.59%
SHRIRAM GENERAL INSURANCE COMPANY LIMITED 544.90 1.53%
NPS TRUST- A/C HDFC PENSION MANAGEMENT COMPANY LTD
1.45%
SCHEME C - TIER I 515.50
SBI LIFE INSURANCE CO.LTD 451.90 1.27%
iii. Details of Rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures / Preference
Shares) as on December 31, 2022:
NIL
iv. Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for consideration
other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option;
The Company has issued debt securities at a Discount. Details of debt securities issued at a Discount as on December 31, 2022 are
as follows:
Issued
Amount
ISIN NO. Series Name Rating value (in
(In Crs.)
Crs.)
Series SUB 17-18 -01 CRISIL AA+/Stable, IND 35 34.86
INE721A08CY4
AA+/Stable
Series SUB 17-18 -01 CRISIL AA+/Stable, IND
INE721A08CY4
Reissue 1 AA+/Stable 10 9.86
Series SUB 17-18 -01 CRISIL AA+/Stable, IND
INE721A08CY4
Reissue 2 AA+/Stable 15 14.79
Series SUB 17-18 -01 CRISIL AA+/Stable, IND
INE721A08CY4
Reissue 3 AA+/Stable 12 11.57
Series SUB 17-18 -01 CRISIL AA+/Stable, IND
INE721A08CY4
Reissue 4 AA+/Stable 2 1.93
Series SUB 17-18 -01 CRISIL AA+/Stable, IND
INE721A08CY4
Reissue 5 AA+/Stable 5 4.96
Series SUB 17-18 -01 CRISIL AA+/Stable, IND
INE721A08CY4
Reissue 6 AA+/Stable 10 9.95
Series SUB 17-18 -01 CRISIL AA+/Stable, IND
INE721A08CY4
Reissue 7 AA+/Stable 5 4.98
ii. details of any outstanding borrowings taken/ debt securities issued for consideration other than cash. This information shall be
disclosed whether such borrowing/ debt securities have been taken/ issued:
iii. Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other
financial indebtedness including corporate guarantee issued by the Company, in the past 3 years, including the current
financial year.
NIL
iv. The amount of corporate guarantee issued by the Issuer along with the name of the counterparty (like name of the subsidiary,
JV entity, group company, etc) on behalf of whom it has been issued
NIL
v. Any material event/ development or change having implications on the financials/credit quality (e.g. Any material regulatory
proceeding against the Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event etc) at the
time of issue which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities.
NIL
vi. Any litigation or legal action pending or taken by a Government Department or a statutory body during the last three years
immediately preceding the year of the issue of prospectus against the promoter of the company.
NIL
G. Names of all the recognized stock exchanges where the debt securities are proposed to be listed.
The Debentures are proposed to be listed on the Wholesale Debt Market (WDM) segment of the BSE.
H. Other details.
117
Shelf Placement Memorandum
As per Rule 18 (7)(b)(ii) of the Companies (Share Capital and Debentures) Rules, 2014, Debenture Redemption
Reserve is not required to be created for issue of privately placed debentures by Non-Banking Finance Companies
registered with Reserve Bank of India under Section 45 IA of the RBI (Amendment) Act 1997.
The Company also undertakes that, if there is any further guidelines are formulated (or modified or revised) by the
Central Government or any other authority in respect of creation of Debenture Redemption Reserve the Company
shall abide by such guidelines.
Any material event/ development or change having implications on the financials/credit quality (e.g. any material
regulatory proceedings against the Issuer/promoters, litigations resulting in material liabilities, corporate
restructuring event, etc.) at the time of issue which may affect the issue or the investor's decision to invest /
continue to invest in the non-convertible securities.
NIL
NIL
The names of the debenture trustee shall be mentioned with the statement to the effect that the debenture trustee
has given his consent to the Issuer for his appointment under regulation 4 (4) and in all the subsequent periodical
communications sent to the holders of the Debentures.
The Company has appointed Catalyst Trusteeship Limited, a SEBI approved Trust Management Company as the agent
and trustee for and on behalf of the Debenture Holders. The address and contact details of the Debenture trustee are as
under:
Catalyst Trusteeship Limited has given its consent to the Company under the provisions of the SEBI NCS
Regulations to be appointed as the Debenture Trustee to this Issue. Please refer to Annexure I of this Shelf Placement
Memorandum for the debenture trustee consent letter dated January 23, 2023.
Details/Copy of Guarantee Letter or Letter of Comfort or any other Document / Letter with similar intent, if any
Not Applicable
The Issuer to provide details with respect to Project details: gestation period of the project; extent of progress made
in the project; deadlines for completion of the project; the summary of the project appraisal report (if any),
schedule of implementation of the project.
NIL
Default in Payment
Delay in Listing
Not applicable.
118
Shelf Placement Memorandum
Issue details:
Please refer to the Term Sheet above and Section 6 and Section 7 of the Shelf Placement Memorandum.
Application Process:
Disclosure prescribed under PAS -4 of Companies (Prospectus and Allotment of Securities), Rules, 2014.
3. Details of change in Any change in promoters holding in Please refer to the Part B of this Section 3
shareholding NBFC during last financial year hereto.
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4. Disclosure of Assets Segment wise break up and type of Please refer to the Part B of this Section 3
under management loans hereto.
5. Details of Borrowers Geographical location wise Please refer to the Part B of this Section 3
hereto.
6. Details of Gross NPA Segment wise Please refer to the Part B of this Section 3
hereto.
7. Details of Assets and Residual maturity profile wise into Please refer to the Part B of this Section 3
Liabilities several buckers hereto.
A statement containing particulars of the dates of and parties to all material contracts, agreements involving
financial obligations of the issuer:
By the very nature of its business, the Company is involved in a large number of transactions involving financial
obligations and therefore it may not be possible to furnish details of all material contracts/ agreements/ documents
involving financial obligations of the Company. However, the contracts/ agreements/ documents listed below which
are or may be deemed to be material (not being contracts entered into in the ordinary course of the business carried on
by the Issuer) in connection with the Issue:
1. Memorandum and Articles of Association of the Company as amended from time to time.
2. Resolution of the Board of Directors passed at its meeting held on December 24, 2022 approving, inter-alia,
the issue of non-convertible debentures aggregating upto Rs. 35000 Crores read with the resolution passed by
Banking and Finance Committee of the Board of Directors on January 23, 2023.
3. Certified true copy of resolution passed by the shareholders of the Company on June 13, 2019 (through postal
ballot), authorising the Board of Directors to borrow, for the purpose of the Company, upon such terms and
conditions as the Board may think fit for amounts up to Rs. 1,50,000 Crores under Section 180(1) of the
Companies Act, 2013.
4. Resolution passed by the shareholders of the Company on March 06, 2022 authorising the Board of Directors
to offer, issue and allot non-convertible debentures, in one or more series/tranches, aggregating up to Rs.
35,000 Crore, on private placement basis, on such terms and conditions as the Board of Directors of the
Company may, from time to time, determine in the best interests of the Company.
5. Credit Rating Rationale dated 24 January 2023 from CRISIL Ratings, assigning the credit rating to the Issue.
6. Credit Rating Rationale dated 27 January 2023 from India Ratings, assigning the credit rating to the Issue.
7. Tripartite agreement dated March 29, 2000 between the Company, Integrated Registry Management Services
PVT LTD (Registrar & Transfer Agent) and CDSL.
8. Certified true copy of the Tripartite agreement dated April 30, 1999 between the Company, Integrated
Registry Management Services PVT LTD (Registrar & Transfer Agent) and NSDL.
9. Consent letter issued by Catalyst Trusteeship Limited dated October 13, 2022 to act as the Debenture Trustee
to the Issue inclusion of its name in the form and context in which it appears in this Shelf Placement
Memorandum.
Certified true copy of the above documents are available for inspection at the Registered / Corporate Office of the
Company until the date of closure of the respective Series of the Issue.
The following documents have been / shall be submitted to the Debenture Trustee in electronic form (soft copy) on or
before the Deemed Date of Allotment:
(a) Memorandum and Articles of Association and necessary resolution(s) for the allotment of the Debentures;
(b) Copy of last three years’ audited Annual Reports;
(c) Statement containing particulars of, dates of, and parties to all material contracts and agreements;
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(d) Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial
Information (Profit & Loss statement, Balance Sheet and Cash Flow statement) and auditor qualifications, if
any.
(e) An undertaking to the effect that the Issuer would, till the redemption of the debt securities, submit the details
mentioned in point (d) above to the Debenture Trustee within the timelines as mentioned in Uniform Listing
Agreement issued by SEBI vide circular No. CIR/CFD/CMD/6/2015 dated October 13, 2015, as amended from
time to time, for furnishing / publishing its half yearly/ annual result. Further, the Issuer shall within 180 (One
Hundred Eighty) days from the end of the financial year, submit a copy of the latest annual report to the
Debenture Trustee and the Debenture Trustee shall be obliged to share the details submitted under this clause
with all ‘Qualified Institutional Buyers’ (QIBs) and other existing Debenture Holders within 2 (two) working
days of their specific request.
a) Undertaking regarding RBI/ECGC Defaulters List: The Company shall confirm that none of its Directors are
appearing on the RBI/ECGC defaulters list.
b) In case of default in payment of interest and/or principal redemption on the due dates, additional interest of 2% p.a.
over the coupon rate will be payable by the Company for the defaulting period.
c) The Company will enter into a Debenture Trustee Agreement and a Debenture Trust Deed, inter-alia, specifying
the powers, authorities and obligations of the Company and the Debenture Trustee in respect of the Debentures.
d) The Company shall forward the listing application to the relevant stock exchanges and procure permission for
listing of Debentures from the same within the 3 days from the date of closure of issue(s). In case of delay in
listing of the debt securities beyond 3 days from the date of closure of issue, the Company will pay penal interest
of 1% p.a. over the Coupon Rate from the Deemed Date of Allotment and till the listing of the Debentures, to the
investor.
e) The Company shall undertake that it shall not extend loans against the security of its own Debentures issued by
way of this private placement.
f) The Company shall deploy funds raised through issue of Debentures on its own balance sheet and not to facilitate
resource requests of group entities/ parent company / associates.
g) The complaints received in respect of the Issue shall be attended to by the Company expeditiously and
satisfactorily.
h) The Company shall take all steps for completion of formalities for listing and commencement of trading at the
concerned stock exchange where securities are to be listed within specified time frame.
i) Necessary co-operation to the credit rating agencies shall be extended in providing true and adequate.
j) The Company shall provide all information till all the debt obligations in respect of the Debentures are outstanding.
k) There is no wilful default by the Company.
Transaction Documents
Please refer to the Summary Term Sheet set out under Section 5 of this Shelf Placement Memorandum for list of
Transaction Documents.
This private placement of Debentures is being made pursuant to the resolution of the Banking and Finance Committee
passed at its meeting held on January 23, 2023 read with resolution of the board of directors of the company dated
December 24, 2022 which has approved the placement of debentures aggregating to Rs. 35,000 crores. The issue of
private placement of Debentures is within the overall limit in terms of special resolution passed under Section 42 of
the Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and Allotment of securities) Rules, 2014,
passed by the shareholders of the Company on March 06, 2022. The present issue is within the general borrowing
limits under Section 180(1) (c) of the Companies Act, 2013 and pursuant to the approval of the shareholders of the
Company to the Composite Scheme of Arrangement and Amalgamation at its Hon’ble National Company Law
Tribunal, Chennai (NCLT) convened meeting held on July 4, 2022 read with NCLT order dated November 14, 2022
giving their consent to the borrowing by the Directors of the Company from time to time not exceeding over and
above the aggregate of Rs. 1,90,000 Crores the then paid-up capital subject to any restrictions imposed by the terms of
the agreement entered into from time to time for grant of loans to the Company of all monies deemed by them to be
requisite or proper for the purpose of carrying on the business of the Company. The borrowings under these
Debentures will be within the prescribed limits as aforesaid .
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The Company can carry on its existing activities and future activities planned by it in view of the existing Approvals,
and no further approvals from any Government authority are required by the Company to carry on its said activities.
Minimum Subscription
100 debentures and in multiples of 1 thereafter.
Underwriting
The present Issue of Debentures is on private placement basis and has not been underwritten.
Status of Debentures
The Debentures shall rank pari-passu inter se and without any preference or priority among themselves and other
subordinate debentures issued by the Company.
Market Lot
The market lot shall be one Debenture of face value of Rs.1 Lakh each (“Market Lot”). Since the Debentures are
being issued only in dematerialised form, the odd lots will not arise either at the time of issuance or at the time of
transfer of debentures.
Applicants to mention their Depository Participant’s name, DP-ID and Beneficiary Account Number/Client ID in the
appropriate place in the Application Form. In case the depository arrangement is finalised before the completion of all
legal formalities for issue of Debenture Certificates, Debentures to successful allottee(s) having Depository Account
shall be credited to their Depository Account against surrender of Letter of Allotment.
Interest or other benefits with respect to the Debentures would be paid to those Debenture holders whose names
appear on the list of beneficial owners given by the Depositories to the Issuer as on a record date/book closure date.
The Issuer would keep in abeyance the payment of interest or other benefits, till such time that the beneficial owner is
identified by the Depository and informed to the Issuer where upon the interest/benefits will be paid to the
beneficiaries within a period of 30 days.
In case of incorrect details provided by the investors the Registrar will not credit the debentures to the Depository
Account until the details are corrected by the investors.
Transfer of Debentures
Debentures shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the NSDL
/CDSL Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in respect
thereof. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for
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transfer of these Debentures held in electronic form. The seller should give delivery instructions containing details of
the buyer’s DP account to his depository participant.
Transfer of Debentures to and from NRIs/ OCBs, in case they seek to hold the Debentures and are eligible to do so,
will be governed by the then prevailing guidelines of RBI. The transferee(s) should ensure that the transfer formalities
are completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be made to
the person, whose name appears in the records of the Depository. In such cases, claims, if any, by the transferee(s)
would need to be settled with the transferor(s) and not with the company.
Future Borrowings
The Company shall be entitled to make further issue(s) of debentures, raise further loans of advances and/or avail
further deferred payment guarantees or other financial facilities from time to time from such persons/banks/financial
institutions or body corporate/or any other agency on such terms and conditions as the Company may think
appropriate in any manner having such ranking in priority, pari passu or otherwise and change the capital structure
including the issue of shares of any class, on such terms and conditions as the Company may think appropriate,
without having any need to obtain the consent of, or intimation to, the Debenture holders or the Debenture Trustee in
this connection.
Over and above, the said Debentures shall be subject to the Terms and Conditions to be incorporated in the Debentures
to be issued to the allottees and the Debenture Trust Deed/Debenture Trustee Agreement.
Trading of Debentures
The trading of privately placed Debt securities would be permitted in the anonymous, order driven system of the Stock
Exchange in a separate trading segment. The marketable lot would be one Debentures of face value of Rs. 1 Lakh . All
class of investors would be permitted to trade subject to the standard denomination/marketable lot. The trades
executed on spot basis shall be required to be reported to the Stock Exchange.
Succession
In the event of demise of the sole/first holder/registered holder of the Debenture(s) or the last survivor, in case of joint
holders for the time being, the Company will recognize the executor or administrator of the deceased Debenture
Holder, or the holder of succession certificate or other legal representative as having title to the Debenture(s). The
Company shall not be bound to recognize such executor or administrator, unless such executor or administrator
obtains probate, letter of administration wherever it is necessary, or such holder is the holder of succession certificate
or other legal representation, as the case may be, from a Court in India having jurisdiction over the matter. The
Company may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of
administration or succession certificate or other legal representation, in order to recognize such holder as being entitled
to the Debenture(s) standing in the name of the deceased Debenture holder on production of sufficient documentary
proof or indemnity.
1) Where a non-resident Indian becomes entitled to the Debenture by way of succession, the following steps have to
be complied:
2) Documentary evidence to be submitted to the Legacy Cell of the RBI to the effect that the Debenture was
acquired by the NRI as part of the legacy left by the deceased holder.
Disclosure Clause
In the event of default in the repayment of the principal and/or interest thereon on the due dates, the investors and/or
the RBI/SEBI will have an unqualified right to disclose or publish the name of the borrower and its directors as
defaulter in such manner and through such medium as the investors and/or the RBI in their absolute discretion may
think fit. Over and above, the said Debentures shall be subject to the Terms and Conditions to be incorporated in the
Debentures to be issued to the allottees and in the Debenture Trust Deed/Trustee Agreement.
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Registrars
Integrated Registry Management Services Pvt Ltd. Is acting as Registrar and Transfer agents for the Company for
debt instruments. Requests for registration of transfer, along with Debenture Certificates/Letters of Allotment and
appropriate transfer documents should be sent to the Registrars. The transferee shall also furnish name, address and
specimen signatures and wherever necessary, authority for purchase of Debentures. The Registrars after examining the
adequacy and correctness of the documentation shall register the transfer in its books. However, as the Debentures are
compulsory issued in demat mode, this may not be applicable.
Modification of Rights
The rights, privileges, terms and conditions attached to all Debentures may be varied, modified or abrogated with the
consent, in writing, of those holders of the Debentures who hold at least three fourth of the outstanding amount of the
Debentures or with the sanction accorded pursuant to a resolution passed at a meeting of the Debenture holders,
provided that nothing in such consent or resolution shall be operative against the Company where such consent or
resolution modifies or varies the terms and conditions of the Debentures, if the same are not acceptable to the
Company.
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PART B
(i) A portfolio summary with regard to industries/ sectors to which borrowings have been made;
(Rs. in Crores)
As on As on As on As on March
As on 31 March 2021
Particulars December 31, September 30, September 30, 31, 2022
(STFC)
2022 (SFL) 2022 ((SFL) 2022 (STFC) (STFC)
Senior secured notes 876.86 859.01 859.01 891.40 888.35
32,499.43 33,464.25 26,414.46 21,268.68
Secured NCD 20,929.53
11,474.72 18,402.98 18,402.98 19,011.29
External commercial bond -Secured 17,779.55
93.65 90.80 90.8 85.18
Unsecured NCD 464.44
4,635.02 4,577.73 4,577.73 4,614.25
Subordinated Debt 4,620.76
32,376.40 32,112.55 19,102 16,755.62
Term Loans from Banks 13,304.70
7.08 1.08 1.08 29.14
ICD 49.59
8,682.36 9,474.80 5,966.11 5,685.24
Loans from Institutions 3,783.20
7,140.46 6,373.12 6,373.12 4,243.13
External commercial borrowing 4,122.49
34,489.04 32,544.01 24,817.7 21,919.84
Fixed Deposit 16,182.82
784.46 471.07 335.01 454.86
Cash Credit 667.38
20,268.09 19,845.57 18,646.02 19,538.08
Securitisation 23,403.60
1,53,327.57 1,58,216.97 125,586.02 1,14,496.71
Total 106,196.41
Note - (1) The figures for the period after the appointed date for the merger of STFC and the Merged Entities
(i.e. April 01, 2022) have been restated to take the effect of merger and are therefore not comparable with
figures of STFC for the corresponding previous year periods or previously reported figures of STFC for the
said quarters.
(2) SFL means Shriram Finance Limited
(3) STFC means Shriram Transport Finance Company Limited
(4) Merged Entities means Shriram Capital Limited and Shriram City Union Finance Limited
(ii) NPA exposures of the issuer for the last three financial years (both gross and net exposures) and provisioning
made for the same as per the last audited financial statements of the Issuer.
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Note - (1) The figures for the period after the appointed date for the merger of STFC and the Merged Entities (i.e.
April 01, 2022) have been restated to take the effect of merger and are therefore not comparable with figures of STFC
for the corresponding previous year periods or previously reported figures of STFC for the said quarters.
(2) SFL means Shriram Finance Limited
(3) STFC means Shriram Transport Finance Company Limited
(4) Merged Entities means Shriram Capital Limited and Shriram City Union Finance Limited
(iii) Quantum and percentage of secured vis-à-vis unsecured borrowings made; and
(iv) Any change in promoters’ holdings during the last financial year beyond the threshold, as prescribed by RBI.
*Information required at borrower level (and not by loan account as customer may have multiple loan accounts);
^Issuer is also required to disclose off balance sheet items;
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Sr. LTV (at the time of origination) Percentage of AUM Percentage of AUM
No. March 22 March 21
1 Upto 40% 1.00 0.56
2 40%-50% 1.47 1.35
3 50%-60% 17.11 14.39
4 60%-70% 38.92 36.02
5 70%-80% 31.23 31.03
6 80%-90% 8.44 13.06
7 >90% 1.82 3.59
Total 100.00 100.00
Sr. No. Ticket size (at the time of origination) Percentage of AUM Percentage of AUM – March
March 22 21
1 Upto Rs. 2 lakh 1.44 1.66
2 Rs. 2-5 lakh 7.85 10.49
3 Rs. 5 - 10 lakh 25.45 31.53
4 Rs. 10 - 25 lakh 57.02 46.44
5 Rs. 25 - 50 lakh 6.29 6.64
6 Rs. 50 lakh - 1 crore 1.11 1.86
7 Rs. 1 - 5 crore 0.55 0.98
8 Rs. 5 - 25 crore 0.16 0.26
9 Rs. 25 - 100 crore 0.13 0.14
10 >Rs. 100 crore -
Total 100.00
*Information required at the borrower level (and not by loan account as a customer may have multiple loan accounts)
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(xi) Details of loans overdue and classified as non-performing in accordance with RBI’s stipulations:
Sr. No. Segment-wise gross NPA Gross NPA (%) Gross NPA (%)
March 22 March 21
1 Retail
A Mortgages (home loans and loans against
property)
B Gold loans
C Vehicle finance 78.71 84.07
D MFI
E MSME 21.05 15.73
F Capital market funding (loans against shares,
margin funding)
G Others 0.24 0.20
2 Wholesale
A Infrastructure
B Real estate (including builder loans)
C Promoter funding
D Any other sector (as applicable)
E Others
Total 100.00 100.00
(xiii) Residual maturity profile of assets and liabilities (in line with the RBI format) as on March 31, 2022:
(Rs. In crores)
Category Upto >1 >2 >3 >6 >1 year – >3 years >5 years Total
30/31 month – months months – months – 3 years – 5 years
days 2 – 3 6 months 1 year
months months
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Foreign - - - - - - - - -
currency
assets
As on 31.03.2021
Foreign
currency 246.67 - 22.09 228.76 2,991.55 17,562.32 535.03 315.62 21,902.04
liabilities
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PART C
Disclosures under Form PAS -4 pursuant to Section 42 and Rule 14 of the Companies (Prospectus and Allotment of
Securities) Rules, 2014.
Sub-Part A
PRIVATE PLACEMENT OFFER CUM APPLICATION LETTER
1. GENERAL INFORMATION
i. Name, address, website (if any) and other contact details of the company indicating both registered
office and corporate office:
Sri Towers, Plot No.14A, South Phase, Industrial Estate, Guindy, Chennai – 600 032
June 30, 1979. Our Company was incorporated as a public limited company under the provisions of the
Companies Act, 1956.
iii. Business carried on by the company and its subsidiaries with the details of branches or units, if any:
We have successfully diversified our product portfolio, which consists of commercial vehicle loans and loans
to the small enterprise finance segment, two wheeler loans, loans against gold, auto loans, personal loans and
housing finance loans. Within each of these segments, we offer a wide array of products to our customers.
Each of our products differs in terms of the average tenure, average yield, average interest rate and average size
of loan.
As per our Standalone Financial Statements, as of March 31, 2022, our assets under our management product
portfolio comprised of commercial vehicles, passenger vehicles, tractors, construction equipment, two
wheelers, SME loans, gold loans which constituted 47.29%, 27.22%, 20.57%, 2.50%, 1.07% and 1.30%,
respectively of our total AUM.
We believe that our diverse revenue streams reduce our dependence on any particular product, thus enabling us
to spread and mitigate our risk exposure to any particular industry, business or customer segment.
As part of our presence in the entire commercial vehicle financing ecosystem, we also provide various types of
working capital loans to our customers for the purchase of vehicle parts, tyres, insurance, repairs, etc. in
connection with the operation of their trucks and other commercial vehicles. We also offer fuel financing.
Our customer base is predominantly first time buyers (“FTB”) and small road transport operators (“SRTOs”),
other commercial vehicle operators and smaller construction equipment operators. We also provide trade finance to
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Shelf Placement Memorandum
commercial vehicle operators. These customers typically have limited access to bank loans for commercial vehicle
financing and limited credit histories. Our loans are secured by a hypothecation of the asset financed.
Our target customers in the small enterprise finance segment typically consist of self-employed professionals,
wholesale and retail dealers, merchants, builders, small and medium scale manufacturing concerns and service
providers. Typically, customers avail such borrowings to fund their businesses’ expansion and to meet their
working capital requirements. Each small enterprise finance loan is typically customized to suit the requirements of
the customer after having assessed and understood their business model.
Two-Wheeler Loans
Our target customers in this segment typically include salaried and self-employed individuals in rural and semi
urban areas. We also enter into arrangements with OEMs and dealers to offer our financial products to their
potential customers, locally or nationwide, as the case may be.
Personal Loans
In the personal loan segment, we target customer segments that do not have easy access to banks or other modes of
financing for immediate short- or medium-term funding requirements within reasonable time. Customers typically
seek personal loans for medical treatment, education and weddings. Our officials reach out directly to our personal
loan customers and visit them at their doorstep to carry out loan origination and credit evaluation, so as to ensure
speedy processing of loans.
Housing Finance
We provide housing finance loans through our subsidiary Shriram Housing Finance Limited, which is registered as
a non-deposit accepting HFC with the National Housing Bank. We grant housing finance loans for buying,
renovating, extending and improving homes. As on December 31, 2022, SHFL operates through 123 branches.
The day to day management of the Company is carried out by the following key people:
He joined STFC as an Executive Trainee in 1987. He has been associated with Shriram Group for over 30 years
and has shouldered various responsibilities and worked in several key roles of business operations. He holds a
degree in MBA Finance.
Mr. Y S Chakravarti – Managing Director & CEO
Mr. Y. S. Chakravarti, is appointed as Managing Director and CEO of the Company. He holds a degree in
Bachelor of Commerce. He started his career in Shriram Chits Private Limited, Andhra Pradesh (‘Shriram Chits’)
in June 1991 as an executive trainee.
Parag Sharma- Joint Managing Director & CFO
He has over 28 years of experience in finance industry. He joined in 1995 and now heads the Finance function.
He is a qualified Cost Accountant.
S. Sunder- Joint Managing Director
He has over 28 years of experience in finance industry. He joined in 1995 and now heads the Accounts and
Administration function. He is a qualified Cost Accountant.
ii. Names, addresses, Director Identification Number (DIN) and occupations of the directors:
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Shelf Placement Memorandum
The following are some of the important factors that could cause actual results to differ materially from the
Company’s expectations:
The following are the risks envisaged by the management of the Company relating to the Company, the
Debentures and the market in general. Potential investors should carefully consider all the risk factors stated in
the Shelf Placement Memorandum in relation to the Debentures for evaluating the Company and its business and
the Debentures before making any investment decision relating to the Debentures. The Company believes that the
factors described below represents the principal risks inherent in investing in the Debentures but does not
represent that the statements below regarding the risks of holding the Debentures are exhaustive. The ordering of
the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the
importance of one risk factor over another. Potential Investors should also read the detailed information set out
elsewhere in the Shelf Information Memorandum and reach their own views prior to making any investment
decision.
If any one of the following stated risks actually occurs, the Company’s business, financial conditions and results
of operations could suffer and, therefore, the value of the Company’s Debentures could decline and/or the
Company’s ability to meet its obligations in respect of the Debentures could be affected. More than one risk
factor may have simultaneous effect with regard to the Debentures such that the effect of a particular risk factor
may not be predictable. In addition, more than one risk factor may have a compounding effect which may not be
predictable. No prediction can be made as to the effect that any combination of risk factors may have on the value
of the Debentures and/or the Company’s ability to meet its obligations in respect of the Debentures.
These risks and uncertainties are not the only issues that the Company faces. Additional risks and uncertainties
not presently known to the Company or that the Company currently believes to be immaterial may also have a
material adverse effect on its financial condition or business. Unless specified or quantified in the relevant risk
factors, the Company is not in a position to quantify the financial or other implications of any risk mentioned
herein below.
Details of default, if any, including therein the amount involved, duration of default and present status, in
repayment of –
Names, designation, address and phone number, email ID of the nodal/ compliance officer of the Company, if
any, for the private placement offer process:
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Shelf Placement Memorandum
i) Financial Position of the Company for Please refer Part A of Section 3 of this Shelf Placement
the last 3 Financial Year Memorandum.
ii) Date of passing of board resolution December 24, 2022 read with resolution passed by the Banking and
Finance Committee on January 23, 2023
iii) Date of passing of resolution in the March 06, 2022 passed by the shareholders of the Issuer under Section
general meeting, authorizing the offer of 42 of the Companies Act, 2013.
securities
iv) Kinds of securities offered (i.e. The Debentures being offered in terms of this Placement
whether share or debenture) and class of Memorandum read with the Supplemental Placement Memorandum
security; the total number of shares or are aggregating upto Rs.50,00,00,00,000, (Rupees five thousand crores
other securities to be issued; only) in the form of:
v) Price at which the security is being Please refer to the summary term sheet set out in the relevant
offered including the premium, if any, Supplemental Placement Memorandum issued with respect to each
along with justification of the price Tranche/ Series of Debentures.
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25-04-
INE721A07QY6 10,00,000 100 1
2022
23-03-
INE721A07QW0 10,00,000 200 1
2022
23-03-
INE721A07NO4 10,00,000 25 1
2022
25-05-
INE721A07QI9 10,00,000 220 7
2022
11-07-
INE721A07QZ3 10,00,000 20 1
2022
19-07-
INE721A07QZ3 10,00,000 104.8 3
2022
17-08-
INE721A07RA4 10,00,000 3300 2
2022
30-08-
INE721A07QZ3 10,00,000 125 1
2022
02-09-
INE721A07RB2 10,00,000 64.70 1
2022
08-09-
INE721A07RD8 10,00,000 201 2
2022
08-09-
INE721A07RC0 10,00,000 200 2
2022
13-09-
INE721A07QZ3 10,00,000 98.2 1
2022
21-09-
INE721A07RB2 10,00,000 75.6 2
2022
18-10-
INE721A07RE6 10,00,000 27 1
2022
25-10-
INE721A08DG9 100,00,000 115 3
2022
18-11-
INE721A07RF3 10,00,000 30 1
2022
23-11-
INE721A07RG1 10,00,000 50 1
2022
13-12-
INE721A07RB2 10,00,000 19.5 1
2022
18-05-
INE722A07BH1 10,00,000 448.60 35
2022
31-05-
INE722A07BI9 10,00,000 110 3
2022
16-06-
INE722A07BH1 10,06,282 133.63 26
2022
27-06-
INE722A07BI9 10,05,815.58 90.52 1
2022
15-09-
INE722A07BJ7 10,00,000 400 6
2022
07-10-
INE722A07BK5 10,00,000 150 1
2022
Total 7,118.50 109
xiv) The justification for the allotment
proposed to be made for consideration Not Applicable
other than cash together with valuation
report of the registered valuer
xv) Amount which the company intends to Upto Rs. 50,00,00,00,000/- (Rupees five thousand crores only)
raise by way of proposed offer of
securities
xvi) Terms of raising of securities: Please refer to the Section 5 of this Shelf Placement Memorandum
Duration, if applicable, Rate of dividend and Section II/Section III of the Supplemental Placement
or rate of interest, mode of payment and Memorandum for Non-Convertible Debentures/Market Linked
repayment Debentures.
134
Shelf Placement Memorandum
xvii) Proposed time schedule for which Please refer to the summary term sheet set out in the relevant
the Private placement cum application Supplemental Placement Memorandum issued with respect to each
letter is Valid. Tranche/ Series of Debentures
xviii) Purposes and objects of the offer Please refer to disclosure on Objects of the Issuer as set out in Section
5 above.
xix) Contribution being made by the Nil
promoters or directors either as part of the
offer or separately in furtherance of such
objects
xx) Principle terms of assets charged as As per
security, if applicable
xxi) The details of significant and material Nil
orders passed by the Regulators, Courts
and Tribunals impacting the going
concern status of the company and its
future operations
ix. Pre-issue and post issue shareholding pattern of the Company as on December 31, 2022:
Pre-issue Post-issue
Sl. Category % of
No. of Shares % of Shares
No. No. of Shares held Shares
held held
held
A Promoters’ Holding
1 Indian
Individual - - - -
Shriram Capital Private
Limited (formerly known
as Shriram Financial 6,71,45,784 17.93 67145784 17.93
Ventures (Chennai
Pvt.Ltd.)
27,97,34,458 27,97,34,458
GRAND TOTAL 37,44,27,276 100 37,44,27,276 100
2. MODE OF PAYMENT FOR SUBSCRIPTION: Cheque/ Demand Draft/ Other Banking Channels
(NEFT/RTGS)
136
Shelf Placement Memorandum
(a) The capital structure of the company in the following manner in a tabular form-
(i) (A) The authorised, issued, subscribed and paid up capital (number of securities, description and aggregate
nominal value);
TOTAL 426,550
ISSUED
37,44,27,276 Equity Shares of Rs. 10 /- each 37,442.73
SUBSCRIBED
37,44,27,276 Equity Shares of Rs. 10 /- each 37,442.73
NOTES:
The Equity Shares allotted for consideration other than cash are as follows:
a) 6,06,33,350 fully paid-up Equity Shares of our Company have been allotted to the
shareholders of Shriram Investments Ltd (SIL), pursuant to a scheme of amalgamation
sanctioned by the Hon’ble High Court of Madras vide its order dated November 25,
2005, in a ratio of 1 fully paid up Equity Share of our Company, for every 1 fully paid
up equity share of the face value of Rs. 10/- each, of SIL;
b) 1,86,45,886 fully paid-up Equity Shares of our Company have been allotted to the
shareholders of Shriram Overseas Finance Ltd (SOFL), pursuant to a scheme of
amalgamation sanctioned by the Hon’ble High Court of Madras vide its order dated
December 1, 2006, in a ratio of 3 fully paid up Equity Shares of our Company, for
every 5 fully paid up equity shares of the face value of Rs. 10/- each, of SOFL;
d) Pursuant to the issuance of 64,95,420 Equity Shares on a rights basis on April 21,
1995, 64,84,910 Equity Shares were allotted, and 10,510 Equity Shares were kept in
abeyance and not allotted, on account of unavailability of certain information in
connection with certain applicants of Equity Shares in the said rights issue.
Subsequently, 2,369 Equity Shares and 2,000 Equity Shares of the aforementioned
Equity Shares kept in abeyance were allotted on November 11, 1995 and December
28, 1995, respectively. On March 06, 2022, 6,141 equity shares of face value of
Rs.10/- each were cancelled from Issued Share Capital of the Company pursuant to
the resolution passed by the shareholders through Postal Ballot.
Issue of upto 5,00,000 (five lakhs): (i) Secured Rated Listed Redeemable Non-Convertible Debentures of face
value of Rs. 1,00,000 (Rupees One Lakh only) (or any higher amount as otherwise specified) each; and/or (ii)
Secured Rated Listed Redeemable Taxable Principal Protected Market Linked Non-Convertible Debentures of face
value of Rs. 1,00,000 (Rupees One Lakh only) (or any higher amount as otherwise specified) each, for an amount
aggregating upto Rs. 50,00,00,00,000/- (Rupees five thousand crores only), proposed to be issued on private
placement basis, in multiple Tranche/ Series, upon such term as shall be set out in this Shelf Placement
Memorandum read with the relevant Supplemental Placement Memorandum to be issued with respect to relevant
Tranche/ Series of Debentures.
(A) After the offer: The offer of Debentures in terms this Shelf Placement Memorandum and the Supplemental
Placement Memorandum will not have an impact on the Share Capital of the Company.
(ii) The details of the existing share capital of the issuer company in a tabular form, indicating therein with regard to
each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price and
the form of consideration:
Date of allotment Number of equity Face Value Issue Price per Consideration
shares allotted (₹) equity share (₹)
May 29, 1979 50,000 10 10.00 Cash
April 17, 1984 250,000 10 10.00 Cash
October 26, 1986 150,000 10 Not Applicable Other than Cash
October 26, 1987 150,000 10 Not Applicable Other than Cash
October 26, 1988 150,000 10 Not Applicable Other than Cash
March 31, 1989 575,000 10 Not Applicable Other than Cash
June 1, 1991 1,725,000 10 Not Applicable Other than Cash
March 1, 1992 1,725,000 10 Not Applicable Other than Cash
December 1, 1992 1,720,420 10 Not Applicable Other than Cash
April 21, 1995 6,484,910 10 10.00 Cash
November 11, 1995 2,369 10 10.00 Cash
December 28, 1995 2,000 10 10.00 Cash
June 26, 1998 4,534,370 10 Not Applicable Other than Cash
June 26, 1999 9,068,740 10 Not Applicable Other than Cash
June 26, 2000 9,068,740 10 Not Applicable Other than Cash
November 28, 2002 6,243,000 10 12.00 Cash
138
Shelf Placement Memorandum
Provided that the issuer company shall disclose the number and price at which each of the allotments were
made in the last one year preceding the date of the private placement offer cum application letter separately
indicating the allotments made for considerations other than cash and the details of the considerations in each
case:
Date of allotment Number of equity Face Value (₹) Issue Price per Consideration
shares allotted equity share (₹)
December 12, 2022 1,03,907,563 10 - Shares issued for
consideration
other than cash
pursuant to
139
Shelf Placement Memorandum
merger.
(b) Profits of the company, before and after making provision for tax, for the three financial years immediately
preceding the date of issue of private placement offer cum application letter:
(Rs. in Crores)
Year Profit Before Tax Provision for Tax Profit after Tax
F.Y.2021-22 3,549.25 841.32 2,707.93
F.Y. 2020-21 3,278.01 790.75 2,487.26
F.Y. 2019-20 3,438.67 936.83 2,501.84
(c) Dividends declared by the company in respect of the said three financial years; interest coverage ratio for last
three years (Cash profit after tax plus interest paid/interest paid)
(d) A summary of the financial position of the company as in the three audited balance sheets immediately
preceding the date of issue:
(e) Audited Cash Flow Statement for the three years immediately preceding the date of issue:
(f) Any change in accounting policies during the last three years and their effect on the profits and the reserves of
the company.
140
Shelf Placement Memorandum
Sub-Part B
Applicant Details
1. Name:
3. Complete address including flat/ house number/ street, locality, pin code:
6. PAN:
(a) The applicant is not required to obtain Government approval under the Foreign Exchange
Management (Non-debt Instruments) Rules, 2019 prior to subscription of shares: __________;
(b) The applicant is required to obtain Government approval under the Foreign Exchange Management
(Non-debt Instruments) Rules, 2019 prior to subscription of shares and the same has been obtained,
and is enclosed herewith: __________.
________________________________________
____________________
141
Shelf Placement Memorandum
142
Shelf Placement Memorandum
This is a confidential Shelf Placement Memorandum setting out the terms and conditions pertaining to issue of
upto 50,00,00,00,000 (Five Thousand Crores): (i) Secured Rated Listed Redeemable Non-Convertible
Debentures of face value of Rs. 1,00,000 (Rupees One Lakh only) (or any higher amount as otherwise specified)
each; and/or (ii) Secured Rated Listed Redeemable Taxable Principal Protected Market Linked Non-Convertible
Debentures of face value of Rs. 1,00,000 (Rupees One Lakh only) (or any higher amount as otherwise specified)
each, for an amount aggregating upto Rs. 50,00,00,00,000/- (Rupees five thousand crores only).
The issuance of Debentures in terms of this Placement Memorandum does not qualify as issue of non-equity
regulatory capital as mentioned in chapter V and XIII of the SEBI NCS Regulations. The face value of each
debenture to be issued on private placement basis shall be Rs. 1,00,000/- (Rupees One Lakh only) (or any higher
amount as otherwise specified).
This private placement of Debentures is being made pursuant to the resolution of the Banking and Finance
Committee passed at its meeting held on January 23, 2023 read with resolution of the board of directors of the
company dated December 24, 2022 which has approved the placement of debentures aggregating to Rs. 35,000
crores. The issue of private placement of Debentures is within the overall limit in terms of special resolution
passed under Section 42 of the Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and
Allotment of securities) Rules, 2014, passed by the shareholders of the Company on March 06, 2022. The present
issue is within the general borrowing limits under Section 180(1) (c) of the Companies Act, 2013 and pursuant to
the approval of the shareholders of the Company to the Composite Scheme of Arrangement and Amalgamation at
its Hon’ble National Company Law Tribunal, Chennai (NCLT) convened meeting held on July 4, 2022 read with
NCLT order dated November 14, 2022 giving their consent to the borrowing by the Directors of the Company
from time to time not exceeding over and above the aggregate of Rs. 1,90,000 Crores the then paid-up capital
subject to any restrictions imposed by the terms of the agreement entered into from time to time for grant of loans
to the Company of all monies deemed by them to be requisite or proper for the purpose of carrying on the
business of the Company. The borrowings under these Debentures will be within the prescribed limits as
aforesaid.
The Company can carry on its existing activities and future activities planned by it in view of the existing
Approvals, and no further approvals from any Government authority are required by the Company to carry on its
said activities.
The Company, the Debentures and Company’s obligations under the Debentures shall, at all times, be subject to
the provisions of the Act, rules framed thereunder, regulations/guidelines/directions of RBI (including the Master
Direction-Non-Banking Financial Company – Non Systemically Important Non-Deposit taking Company and
Deposit taking Company (Reserve Bank) Directions, 2016 issued on September 01, 2016 and bearing reference
Master Direction DNBR. PD. 008/03.10.119/2016-17 (as amended from time to time) and RBI circular no.
DNBR (PD) CC No. 021/03.10.001/2014-15 dated February 20, 2015 (Raising Money through Private
Placement of Non-Convertible Debentures (NCDs) by NBFCs), SEBI (including the SEBI Debt Listing
Regulations) and Stock Exchanges and other applicable laws and regulations from time to time. The Debenture
Holders, by purchasing the Debentures, agree that the courts and tribunals in the city of Chennai shall have
exclusive jurisdiction with respect to any matters relating to the Debentures.
Further, the said Debentures shall be subject to the terms and conditions as contained in the Application Form,
Shelf Placement Memorandum, Supplemental Placement Memorandum, Debenture Trust Deed, Debenture
Trustee Agreement and other Transaction documents.
The company proposes to raise Rs. 50,00,00,00,000/- (Rupees five thousand crores only) through the issue of :
(i) Secured Rated Listed Redeemable Non-Convertible Debentures of face value of Rs. 1,00,000 (Rupees One
Lakh only) (or any higher amount as otherwise specified) each; and/or
(ii) Secured Rated Listed Redeemable Taxable Principal Protected Market Linked Non-Convertible Debentures
of face value of Rs. 1,00,000 (Rupees One Lakh only) (or any higher amount as otherwise specified) each,
143
Shelf Placement Memorandum
by way of private placement as per the terms and conditions. The proceeds thereof will be utilized in accordance
with statutory and regulatory requirements (including requirements of RBI) and for financing of all the asset
classes, refinancing of existing debt and other general purposes of the Company. The proceeds of the issue will
not be utilized for funding of new projects.
The Capital Adequacy Ratio of the Company as on March 31, 2022 is 22.97%. However, considering the growth
of assets planned during the current and the subsequent years, the Company desires to raise Tier II capital to
maintain the Company’s Capital Adequacy Ratio at a level not below the minimum required to be maintained as
per RBI guidelines.
The net proceeds from the Issue shall not be used in contravention of the RBI guidelines applicable to NBFCs. As
per the provisions of the RBI Circular(s), the Issue proceeds shall be deployed on the Company’s own balance
sheet and not to facilitate resource requests of group entities/ parent company / associates. No part of the proceeds
of the Debentures would be utilized by the Issuer directly/indirectly towards capital markets and real estate
purposes.
The expenses of the present Issue can be met from the Proceeds of the Issue. The Main Object Clause of the
Memorandum of Association of the Company enables it to undertake the activities for which the funds are being
raised through the present issue and also the activities, which the Company has been carrying on till date.
Please Note: The specific details regarding utilisation of the proceeds of the Issue of each Series/ Tranche of
Debentures, including the granular disclosures as required under the SEBI NCS Regulations shall be disclosed in
relation to the relevant Tranche/ Series of Debentures in the Supplemental Placement Memorandum to be issued/
filed for the relevant Tranche/ Series.
Interest on Debentures shall accrue to the Debenture Holder(s) from and including the deemed date of allotment
that will be notified in the relevant Supplemental Placement Memorandum. All benefits relating to the
Debentures will be available to the investors from the Deemed Date of Allotment. The actual allotment of
Debentures may take place on a date other than the Deemed Date of Allotment. The Company reserves the right
to keep multiple allotment date(s)/ deemed date(s) of allotment at its sole and absolute discretion without any
prior notice and shall have a right to allot the Debentures in tranches / series which shall form the part of this
Issue. In case if the issue closing date is changed (pre-poned/ postponed), the Deemed Date of Allotment may
also be changed (pre-poned/ postponed) by the Company at its sole and absolute discretion.
The final subscription to the Debentures shall be made by the Eligible Investors through the Electronic Book
Mechanism as prescribed by SEBI under the SEBI Electronic Book Mechanism Guidelines by placing bids on
the Electronic Book Platform during the Issue period.
5. Underwriting
The present Issue of Debentures is on private placement basis and has not been underwritten.
6. Status of Debentures
The Debentures shall rank pari-passu inter se and without any preference or priority among themselves and other
subordinate debentures issued by the Company.
Further, Debentures offered under this Issue are secured by certain receivables, details of which are described below.
7. Market Lot
The market lot shall be one Debenture of face value of Rs.1 lakh each (“Market Lot”). Since the Debentures are
being issued only in dematerialized form, the odd lots will not arise either at the time of issuance or at the time of
transfer of debentures.
Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof
will be deducted at source. Tax exemption certificate/ document, under Section 193 of the Income Tax Act,
1961, if any, must be lodged at the registered office of the Company or at such other place as may be notified by
the company in writing, at least 30 calendar days before the interest payment dates.
144
Shelf Placement Memorandum
Tax exemption certificate/ document in respect of non-deduction of tax at source on interest on application
money, must be submitted along with the Application Form.
The Company has finalized Depository Arrangements with National Securities Depository Limited (NSDL)/
Central Depository Services (India) Limited (CDSL) for dematerialization of the Debentures. The investor has to
necessarily hold the Debentures in dematerialized form and deal with the same as per the provisions of
Depositories Act, 1996 (as amended from time to time). The normal procedures followed for transfer of
securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form.
The seller should give delivery instructions containing details of the buyer’s DP account to his depository
participant.
Applicants to mention their Depository Participant’s name, DP-ID and Beneficiary Account Number/Client ID in
the appropriate place in the Application Form. In case the depository arrangement is dematerialised before the
completion of all legal formalities for issue of Debenture Certificates, Debentures to successful allottee(s) having
Depository Account shall be credited to their Depository Account against surrender of Letter of Allotment.
Interest or other benefits with respect to the Debentures would be paid to those Debenture holders whose names
appear on the list of beneficial owners given by the Depositories to the Issuer as on a record date/book closure
date. The Issuer would keep in abeyance the payment of interest or other benefits, till such time that the
beneficial owner is identified by the Depository and informed to the Issuer where upon the interest/benefits will
be paid to the beneficiaries within a period of 30 days.
Each Debenture of face value of Rs.1 lakh (Rupees One Lakh only) (or any higher amount as otherwise
specified) each redeemable as specified in the Supplemental Placement Memorandum.
The Debentures will not carry any obligation, for interest or otherwise, after the date of redemption. The
Debentures held in the dematerialized form shall be taken as discharged on payment of the redemption amount
by the Company on maturity to the registered Debenture holders whose name appear in the Register of
Debenture holders on the Record Date. Such payment will be a legal discharge of the liability of the Company
towards the Debenture holders. On such payment being made, the Company will inform NSDL/CDSL and
accordingly the account of the Debenture holders with NSDL/CDSL will be adjusted.
If the Redemption Date falls on a day which is not a Business then payment of interest and principal will be
made on the preceding working day.
The Debentures shall be construed to be governed in accordance with Indian Law. The courts of
Chennai alone shall have jurisdiction in connection with any matter arising out of or under these precincts.
Over and above the aforesaid Terms and Conditions, the said Debentures shall be subject to the Terms and
Conditions to be incorporated in the Debentures to be issued to the allottees and the Debenture Trust
Deed/Trustee Agreement.
The trading of Debentures would be permitted in the anonymous, order driven system of the Stock Exchange in a
separate trading segment. The marketable lot would be one Debentures of face value of Rs. 1,00,000/- (Rupees
One lakh only) (or any higher amount as otherwise specified) each. All class of investors would be permitted to
trade subject to the standard denomination/marketable lot. The trades executed on spot basis shall be required to
be reported to the Stock Exchange.
The detailed terms of the Debentures, including the events of default, covenants and undertakings in relation to
the Debentures shall be as per the Debenture Trust Deed.
The Company shall request the Depository to provide a list of Beneficial Owners as at the end of the Record
Date. This shall be the list, which shall be considered for payment of interest or repayment of principal amount,
as the case may be.
The following is a summary of the terms of the Issue to the extent that they are applicable to each Series. Since
the terms for each Series may be different, the specific terms of each Series of Debentures to be issued under the
Issue shall be specified in the relevant Supplemental Placement Memorandum (s) to be issued in respect of that
Series, which Supplemental Placement Memorandum will also be filed with BSE.
In the event the Debentures issued under any Series/ Tranche listed on both BSE,
the designated stock exchange will be identified in the Supplemental Placement
Memorandum.
Listing Please refer to Annexure III of this Shelf Placement Memorandum for a copy of
(including name of stock the in-principle approval letter dated 6th February, 2023 issued by BSE.
Exchange(s) where it will be
listed and timeline for The Company shall forward the listing application to the relevant Stock
listing) Exchanges and procure permission for listing of Debentures from the same within
the 3 days from the date of closure of issue (s). In case of delay in listing of the
Debentures beyond 3 days from the date of closure of issue, the Company will:
(A) pay penal interest of 1% p.a. over the Coupon Rate from the Deemed Date of
Allotment and till the listing of the Debentures, to the investor; and (B) be
permitted to utilise the issue proceeds of its subsequent two privately placed
issuances of securities only after receiving final listing approval from the Stock
Exchange.
Shall be disclosed in the Supplemental Placement Memorandum to be issued in
Rating of the Instrument relation to each Tranche of Debentures.
Please Note: The specific details regarding utilisation of the proceeds of the Issue
of each Series/ Tranche of Debentures, including the granular disclosures as
required under the SEBI NCS Regulations shall be disclosed in relation to the
relevant Tranche/ Series of Debentures in the Supplemental Placement
Memorandum to be issued/ filed for the relevant Tranche/ Series.
Details of the utilization of the Please refer clause “Objects & Utilization of the Issue Proceeds” of this Shelf
Proceeds Placement Memorandum
Coupon Rate/ Redemption Shall be disclosed in the Term Sheet/ Supplemental Placement Memorandum to
Premium/ Interest be issued in relation to each tranche/ series of Debentures.
Step Up/Step Down Coupon Shall be disclosed in the Term Sheet/ Supplemental Placement Memorandum to
Rate be issued in relation to each tranche/ series of Debentures.
Shall be disclosed in the Term Sheet/ Supplemental Placement Memorandum to
Coupon Payment Frequency
be issued in relation to each tranche/ series of Debentures.
Shall be disclosed in the Term Sheet/ Supplemental Placement Memorandum to
Coupon payment dates
be issued in relation to each tranche/ series of Debentures.
Shall be disclosed in the Term Sheet/ Supplemental Placement Memorandum to
Coupon Type
be issued in relation to each tranche/ series of Debentures.
Coupon Reset Process Shall be disclosed in the Term Sheet/ Supplemental Placement Memorandum to
(including rates, spread, be issued in relation to each tranche/ series of Debentures.
effective date, interest rate cap
and floor etc).
Actual / Actual i.e. The interest shall be computed on the basis of actual number
of days elapsed in a year, for this purpose a year to comprise of a period of 365
days. In case leap year, if February 29 fall during the tenor of a security, than the
Day Count Basis
number of days shall be reckoned as 366 days for the whole one year period.
(Day count basis shall be calculated in accordance with Chapter III of the
Operational Circular)
The Issuer shall allot Debentures within a period of 60 (sixty) days from the date
of receipt of the application money from the prospective debenture holders. In the
event the Issuer is unable to allot the securities within the aforesaid period, it
Interest on Application Money shall return the application money within a period of 15 (fifteen) days from the
date of expiry of 60 days. In the event the Issuer fails to repay the application
money in the said period, the Issuer shall be liable to repay the application money
with interest at the rate of 12% p.a. from the expiry of 60 th day.
In case of default in payment of Interest and/or principal redemption on the due
dates, additional interest of 2% p.a. over the coupon rate will be payable by the
Company for the defaulting period.
In case of delay in listing of the Debentures beyond 3 days from the date of
Default Interest Rate
closure of issue, the Company will: (A) pay penal interest of 1% p.a. over the
Coupon Rate from the Deemed Date of Allotment and till the listing of the
Debentures, to the investor; and (B) be permitted to utilise the issue proceeds of
its subsequent two privately placed issuances of securities only after receiving
final listing approval from the Stock Exchange.
As per Term Sheet/ Supplemental Placement Memorandum to be issued in
Tenor
relation to each tranche/ series of Debentures
As per Term Sheet/ Supplemental Placement Memorandum to be issued in
Redemption Date
relation to each tranche/ series of Debentures
As per Term Sheet/ Supplemental Placement Memorandum to be issued in
Redemption Amount
relation to each tranche/ series of Debentures
Redemption Premium As per Term Sheet/ Supplemental Placement Memorandum to be issued in
/Discount relation to each tranche/ series of Debentures
Rs.1,00,000/- (Rupees one lakh) (or any higher amount as otherwise specified)
Issue Price
per Debenture
Discount at which security is N.A.
issued and the effective yield
as a result of such discount.
Put option Date N.A.
147
Shelf Placement Memorandum
Further, if the Redemption Date/ Maturity Date falls on a day that is not a
149
Shelf Placement Memorandum
Further, in case of failure of RBI’s system for RTGS/NEFT payment, the same
will be made on the next Business Day. The Company will not be liable to pay
any additional interest on account of same.
Terms and conditions of Debenture Trustee Agreement (DTA) has been executed as per required
debenture trustee agreement regulations before opening of Issue. Service charges of Debenture Trustee are
including fees charged by mentioned in the consent letter dated 23 January 2023.
debenture trustees(s):
Please refer to Annexure I of this Shelf Placement Memorandum for a copy of
the Consent Letter mentioning the acceptance fees and service charge of the
Debenture Trustee.
List of Transaction Documents: Debenture Trust Deed dated 6th February, 2023, executed by and between the
Company and the Debenture Trustee;
1. Debenture Trustee Appointment Agreement dated 6th February, 2023 executed by and between the Company
and the Debenture Trustee;
2. Deed of Hypothecation dated [●], 2023, executed by and between the Company and the Debenture Trustee;
3. This Shelf Placement Memorandum dated 8th February, 2023 in relation to the issue of Debentures.
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Shelf Placement Memorandum
1. How to Apply
Only Eligible Investors as given hereunder and identified upfront by the Issuer may apply for the Debentures.
Eligible investors are required to register on the EBP platform the link for which shall be available at
https://bond.bseindia.com/Investor_Registration.aspx. All the registered and eligible investors are required to
update the necessary bank account details and demat details before participating in the bidding process on the
EBP platform.
Each Tranche/Series of the Issue will open on the ‘Issue Opening Date’ and close on the ‘Issue Closing Date’
(both days inclusive) as stated in the Supplemental Placement Memorandum (“Issue Period”). Potential
investors who wish to invest in the Issue shall submit an application for the Debentures with all the
accompanying documents and the application money at any time starting from the Issue Opening Date and
upto the Issue Closing Date. The subscription to the Debentures shall be made by the potential investors
through the electronic book mechanism as prescribed by SEBI during the Issue Period in the manner as set
hereinbelow.
Applications for the Debentures must be made in the prescribed Application Form contained in the
Supplemental Placement Memorandum as provided by the Company and must be completed in block letters
in English by the investors. Application Form must be accompanied by payment details. All Application
Forms, duly completed, together with cheque/ demand draft or Electronic transfer drawn or made payable in
favour of Shriram Finance Limited of the amount payable on application. Applications for the Debentures
must be in the prescribed form (enclosed) and completed in BLOCK CAPITAL LETTERS in English and as
per the instructions contained therein. Applications complete in all respects (along with all necessary
documents as detailed in this Disclosure Document) must be submitted before the last date indicated in the
issue time table or such extended time as decided by the issuer. No separate receipt will be issued for the
application money.
The funds have to be credited to the designated bank accounts of Indian Clearing Corporation Ltd (“ICCL”),
the details of which shall be provided in the Supplemental Placement Memorandum, as per the Electronic
Book mechanism Guidelines. It may be noted that payment by any other means shall not be accepted. The
Issuer assumes no responsibility for any applications lost in mail or in transit or any failure of electronic fund
transfer. The Issuer will not be responsible in any manner for any delayed receipts / non-receipt of payments
or applications lost in mail.
The subscription to the Debentures shall be made by the Eligible Investors through the electronic book
mechanism as prescribed by SEBI under the EBP Guidelines by placing bids on the EBP platform during the
Issue period. In case the Eligible Investors are not registered on the EBP platform, they will have to register
themselves as investor on the said platform (as a one-time exercise) and also complete the mandatory KYC
verification process. The Eligible Investors should also refer to the operational guidelines of the EBP in this
respect.
Eligible Investors whose bids have been accepted by the Issuer and to whom a signed copy of this Shelf
Placement Memorandum and Supplemental Placement Memorandum have been issued by the Issuer and who
have submitted/shall submit the Application Form (“Successful Bidders”), shall make pay-in of subscription
monies in respect of the Debentures towards the allocation made to them, into the bank account of Indian
Clearing Corporation Limited (ICCL) (the details of which will be set out under the Supplemental Placement
Memorandum), on the Pay in Date.
The pay-in by the Successful Bidders will be made only from the bank account(s), which have been provided
/ updated by them in the EBP system. Any amount received from third party accounts or from accounts not
specified in the EBP system will be refunded and no allotment will be made against such payments. Upon the
transfer of funds into the aforesaid account of ICCL and the Issuer confirming its decision to proceed with the
allotment of the Debentures in favour of the Successful Bidders to the ICCL, the R&T Agent and the EBP and
initiating the requisite corporate action for allotment of Debentures and credit of the demat letter of allotment
into the relevant demat account of the Successful Bidders through the Registrar to the Issue, the Registrar to
the Issue shall provide corporate action file along with all requisite documents to the Depositories by 12:00
hours and also intimate the EBP of the aforesaid actions. Upon the Depositories confirming the allotment of
the Debentures and the credit of the Debentures into the demat account of the Successful Bidders to EBP, the
subscription monies in respect of the Debentures from the aforesaid account of ICCL shall be released into
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the Issuer’s bank account, the details whereof will be intimated to the EBP by the Issuer.
It must be noted that all funds pay-in obligations need to be fulfilled in totality. Partial fund receipt against
any given obligation will be treated as a default and debarment penalties will be applicable as specified by the
EBP Guidelines.
All payments must be made through NEFT, RTGS, electronic fund transfer to the bank account of ICCL. It
may be noted that payment by any other means shall not be accepted. The Company assumes no
responsibility for any applications lost in mail or in transit or any failure of electronic fund transfer. The
Company will not be responsible in any manner for any delayed receipts / non-receipt of RTGS payments or
applications lost in mail.
As a matter of precaution against possible fraudulent encashment of interest warrants/ cheques due to loss/
misplacement, the applicant should furnish the full particulars of his or her bank account (i.e. Account
Number, name of the bank and branch) at the appropriate place in the Application Form. Interest warrants
will then be made out in favour of the bank for credit to his/ her account so specified and dispatched to the
investors, who may deposit the same in the said bank.
The Issuer assumes no responsibility for any applications / cheques / demand drafts lost in mail or in transit.
Nothing in this Shelf Placement Memorandum shall constitute and/or deem to constitute an offer or an
invitation to offer, to be made to the public or any section thereof through this Shelf Placement Memorandum
and this Shelf Placement Memorandum and its contents should not be construed to be a prospectus under the
Act. The Issue is a domestic issue and is being made in India only. This Shelf Placement Memorandum and
the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through
a communication by the Company and only such recipients are eligible to apply for the Debentures. Subject to
applicable law, the categories of investors eligible to subscribe to the Debentures in this Issue, when addressed
directly, are:
Shortlisted investors as may be identified by the Board prior to issuance of the offer(s)/invitation to subscribe
to the Debentures, shall be considered as the “identified person(s)” to whom the Company can make private
placement of the Debentures and only such “identified persons” shall receive a direct communication from
the Company with offer to subscribe to the Debentures and only such “identified persons” shall be entitled to
subscribe to the Debentures (or any Series thereof).
All investors are required to check and comply with applicable laws including the relevant rules / regulations
/ guidelines applicable to them for investing in this Issue of Debentures and the Company, is not in any way,
directly or indirectly, responsible for any statutory or regulatory breaches by any investor, neither is the
Company required to check or confirm the same.
No other person may apply. Hosting of Shelf Placement Memorandum on the website of the BSE should not
be construed as an offer or an invitation to offer to subscribe to the Debentures and the same has been hosted
only as it is stipulated by the SEBI Debt Listing Regulations read with the EBP Circular. Investors should
check their eligibility before making any investment.
Without prejudice to the aforesaid, where the selection of the eligible investors is required to be done
pursuant to bidding mechanism on the electronic platform called the “EBP Platform” under the EBP
Guidelines or any other successive arrangement/platform mandated by SEBI, only those Persons out of the
aforesaid categories of investors, who are registered on the EBP Platform and are eligible to make bids for
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Debentures of the Issuer and to whom allocation is to be made by the Issuer pursuant to selection under the
electronic book mechanism for issuance of securities on private placement basis in terms of the EBP
Guidelines and the Electronic Book Providers shall be considered as “identified persons” for the purposes of
Section 42(2) of the Companies Act2013, to whom the Issuer shall make private placement of the Debentures
and only such “identified persons” shall receive a direct communication from the Issuer with offer to
subscribe to the Debentures and only such “identified persons” shall be entitled to subscribe to the
Debentures.
Additionally, those arrangers/brokers/intermediaries etc. (as per the defined limits under the EBP Guidelines)
specifically mapped by the Issuer on the EBP Platform are also eligible to bid/apply/invest for this Issue.
Although above investors are eligible to apply however only those investors, who are individually addressed
through direct communication by the Company/ Sole Arranger, are eligible to apply for the Debentures. No
other person may apply. Hosting of Shelf Placement Memorandum on the website of the BSE should not be
construed as an offer to issue and the same has been hosted only as it is stipulated by SEBI. Investors should
check about their eligibility before making any investment.
The applications must be accompanied by certified true copies of (1) Memorandum and Articles of
Association/ Constitution/ Bye-laws (2) Resolution authorizing investment and containing operating
instructions (3) Specimen signatures of authorised signatories and (4) Xerox copy of PAN Card. (5)
Registration Certificate (6) Necessary forms for claiming exemption from deduction of tax at source on the
interest income/ interest on application money, wherever applicable.
4. Submission of Documents
For the sake of simplicity, we hereby provide the details of documents required to be submitted by various
categories of Applicants (who have applied for Allotment of the Debentures) while submitting the
Application Form:
The application must be accompanied by copies of (i) Board Resolution authorizing investments and
containing operating instructions or letter of authorization, if applicable or Power of Attorney, if applicable
and (ii) specimen signatures of authorized signatories. (iii) Registration Certificate as may be applicable, as
may be required to be deposited under applicable law.
The applications must be accompanied by copies of (i) Memorandum and Articles of Association / Trust
Deed / proof of Constitution, as may be applicable (ii) Resolution authorizing investment and containing
operating instructions; (iii) Specimen signatures of authorized signatories; (iv) Necessary certificate for
claiming exemption from deduction of tax at source on interest on application money, as may be required to
be deposited under applicable law.
The application must be accompanied by copies of (i) SEBI Registration Certificate / IRDA Registration
Certificate, as may be applicable. (ii) Authorised Signatories list containing operating instructions along with
the specimen signatures and Power of Attorney forwarded by the custodian of the Mutual Fund/Insurance
Company. (iii) Application Form shall clearly indicate the name of the concerned scheme for which
application is being made, as may be required to be deposited under applicable law. In case of applications by
Mutual Funds registered with SEBI, a separate application must be made in respect of each scheme of the
Mutual Fund and such applications will not be treated as multiple applications, provided that the application
made by the Asset Management Company/ Trustee/ Custodian clearly indicate their intention as to the
scheme for which the application has been made.
The list of documents required to be provided by an investor as mentioned above is only indicative and an
investor will be required to provide all additional documents / authorizations / information, which may be
required by the Company. Notwithstanding anything contained hereinabove, the Company may but is not
bound to revert to any investor for any additional documents / information and can accept or reject an
application as it deems fit, without assigning any reasons.
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All applications duly completed accompanied by fund transfer instrument / fund transfer instructions from the
respective investor’s account to the account of the ICCL/relevant clearing corporation, shall be submitted at
the Corporate Office of the Company.
In case of applications made under a power of attorney or by a limited company or a body corporate or
registered society or Mutual Fund, trusts etc., the relevant power of attorney or the relevant resolution or
authority to make the application, as the case may be, together with the certified true copy thereof along with
the certified copy of the Memorandum and Articles of Association and/or bye-laws as the case may be must
be attached to the Application Form or lodged for scrutiny separately with the photocopy of the Application
Form, quoting the serial number of the Application Form at the Company’s office where the application has
been submitted failing which the applications are liable to be rejected.
6. PAN/GIR No:
All applicants should mention their Permanent Account number (PAN) allotted under Income Tax Act, 1961
or where the same has not been allotted, the GIR Number and the IT Circle/Ward/District should be
mentioned. In case where neither the PAN nor the GIR number has been allotted, or the applicant is not
assessed to Income Tax, the fact of such non-allotment should be mentioned in the Application Form.
Applications without this will be considered incomplete and are liable to be rejected.
The Company is entitled at its sole and absolute discretion to accept or reject any application, in part or in
full, without assigning any reason thereof. Application Forms that are not complete in all respects or not in
the prescribed form, may be rejected at the sole and absolute discretion of the Company. Any application,
which has been rejected, would be intimated by the Company along with the refund warrant. Subject to the
aforesaid, in case of over subscription, priority will be given to investors on a first come first serve basis. The
investors will be required to remit the funds as well as submit the duly completed Application Form along
with other necessary documents to Issuer by the Deemed Date of Allotment.
8. Fictitious Applications
Any person who (i) makes in a fictitious name, an application to the Company for acquiring, or subscribing
for any Debentures therein, or (ii) otherwise induces the Company to allot or register any transferor of
Debentures therein to him or any other person in a fictitious name, shall be punishable under the extant laws.
Fictitious Applications will be rejected. Attention of applicants is specially drawn to the provisions of sub-
section (1) of Section 38 of the Companies Act, 2013.
9. Depository Arrangement
The Company has appointed Integrated Registry Management Services PVT LTD as Registrar and Transfer
Agents for the Debenture issuance. The Company has entered into depository arrangements with National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
The Company will make allotment of Debentures to investors in due course after verification of the
application form, the accompanying documents and on realization of the application money. The letter of
allotment of Debentures will be credited in dematerialized form within 2 (Two) days from the Deemed Date
of Allotment. Investors will have to hold the Debentures in dematerialized form as per the provisions of
Depositories Act. The Depository Participant’s name, DP-ID and beneficiary account number must be
mentioned at the appropriate place in the Application Form. Notwithstanding the foregoing, investors have
the option to seek rematerialisation of Debentures (i.e. investors shall have the right to hold the Debentures in
physical form) at any time in the future.
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Loss of Letter of Allotment / Certificates / Interest cheques / Refund cheques should be intimated to the
Company along with request for duplicate issue. Relevant statute and any other conditions as may be
prescribed by the Company would govern the duplicate issue.
The beneficiary account of the investor(s) with National Securities Depository Ltd. (NSDL)/ Central
Depository Services Ltd (CDSL) Depository Participant will be given initial credit within two working days
from the Deemed Date of Allotment. The initial credit in the account will be akin to the Letter of Allotment.
On completion of all the statutory formalities, such credit in the account will be akin to a Debenture
Certificate.
The Issuer further agrees to pay interest as per the applicable provisions of the Companies Act, 2013, if the
allotment letters/refund orders have not been dispatched to the applicants within 30 days from the date of the
closure of the issue.
A certified true copy of the power of attorney or the relevant authority as the case may be along with the
names and specimen signatures of all the authorized signatories and the tax exemption certificate/document,
if any, must be lodged along with the submission of the completed Application Form. Further
modifications/additions in the power of attorney or authority should be notified to the Company at its
registered office and/or Corporate Office.
In case of applications made under a Power of Attorney or by a Limited Company or a Body Corporate or
Registered Society or Mutual Fund, and scientific and/or industrial research organizations or Trusts etc, the
relevant Power of Attorney or the relevant resolution or authority to make the application, as the case may be,
together with the certified true copy thereof along with the certified copy of the Memorandum and Articles of
Association and/or Bye-Laws as the case may be must be attached to the Application Form or lodged for
scrutiny separately with the photocopy of the Application Form, quoting the serial number of the Application
Form at the Company’s branch where the application has been submitted, or at the office of the Registrars to
the Issue after submission of the Application Form to the bankers to the issue or any of the designated
branches as mentioned on the reverse of the Application Form, failing which the applications are liable to be
rejected. Such authority received by the Registrars to the Issue more than 10 days after closure of the
subscription list may not be considered
14.Signatures
Signatures should be made in English or in any of the Indian Languages. Thumb impressions must be attested
by an authorized official of a Bank or by a Magistrate/Notary Public under his/her official seal.
15.Nomination Facility
As per the Companies Act, 2013, only individuals applying as sole applicant/Joint Applicant can nominate, in
the prescribed manner, a person to whom his Debentures shall vest in the event of his death. Non-individuals
including holders of Power of Attorney cannot nomination.
16.Allotment Intimation
The Company has made depository arrangements with NSDL and CDSL for the issue of these Debentures in
Dematerialized Form. The investors shall hold these Debentures in the dematerialized form and will be
governed as per the provisions of the Depository Act, 1996, Securities and Exchange Board of India
(Depositories and Participants) Regulations, 2018, rules notified by NSDL and CDSL (as applicable) from
time to time and other applicable laws and rules notified in respect thereof.
Investors should mention their NSDL/ CDSL Depository Participant’s name, DP-ID and Beneficiary Account
Number at the appropriate place in the Application Form. The Company shall take reasonable steps to credit
the Beneficiary Account of the Allottee(s), with the NSDL/ CDSL Depository Participant as mentioned in the
Application Form, with the number of Debentures allotted. The applicant is responsible for the correctness of
its details given in the Application Form vis-à-vis those with its DP. In case the information is incorrect or
insufficient, the Company would not be liable for losses, if any.
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The Company shall credit the Debentures in the demat account of the investors as per the details furnished in
the Application Form.
17.Refund
The Issuer will execute and dispatch / credit to the DP account of the allottee the letters of Allotment /
Allotment advice in favour of the allottee or Refund Letter along with refund amount, not later than 7 (seven)
working days after receipt of completed Application Form or the Date of Allotment, whichever is later. After
completion of all legal formalities, the Issuer will issue the Debentures Certificate(s) / credit the DP account
of the allottee’s against surrender of the letter(s) of allotment within three month(s) of the Deemed Date of
Allotment or such extended period subject to obtaining the approvals, if any. The Company shall ensure
dispatch of Refund Orders by Registered Post / Courier / Hand Delivery and adequate funds for the purpose
shall be made available.
The Issuer agrees that it shall pay interest in accordance with provisions of the Companies Act, SEBI
Regulations (as applicable), if there is a delay in dispatch of Allotment Letters / Refund Orders. The payment
will be subject to deduction of tax at source at the rates prescribed under the provisions of the Income Tax
Act, 1961 or any other statutory modification or re-enactment thereof.
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The Debentures being offered as part of the Issue are subject to the provisions of the Act, the Memorandum
and Articles of Association of the Issuer, the terms of this Shelf Placement Memorandum and the relevant
Supplemental Placement Memorandum, the Private Placement Offer cum Application Letter and other terms
and conditions as may be incorporated in the Transaction Documents.
The Debentures shall be transferable freely; however, it is clarified that no investor shall be entitled to
transfer the Debentures to a person who is not entitled to subscribe to the Debentures. The Debenture(s) shall
be transferred and/or transmitted in accordance with the applicable provisions of the Act and the Applicable
Law. The Debentures held in dematerialized form shall be transferred subject to and in accordance with the
rules/procedures as prescribed by NSDL/CDSL and the relevant DPs of the transferor or transferee and the
applicable laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer
formalities are completed prior to the Record Date. In the absence of the same, amounts due will be
paid/redemption will be made to the person, whose name appears in the register of debenture holders
maintained by the R&T Agent as on the Record Date, under all circumstances. In cases where the transfer
formalities have not been completed by the transferor, claims, if any, by the transferees would need to be
settled with the transferor(s) and not with the Issuer. The normal procedure followed for transfer of securities
held in dematerialized form shall be followed for transfer of these Debentures held in dematerialised form.
The seller should give delivery instructions containing details of the buyer’s DP account to his DP.
Transfer of the Debentures to and from FPIs/ NRIs/ OCBs, in case they seek to hold the Debentures and are
eligible to do so, will be governed by the then prevailing guidelines issued by RBI.
The Debentures shall be held in dematerialised form and no action is required on the part of the Debenture
Holder(s) for redemption purposes and the redemption proceeds will be paid by cheque/fund transfer/RTGS
to those Debenture Holder(s) whose names appear on the list of beneficiaries maintained by the R&T Agent.
The names would be as per the R&T Agent’s records on the relevant Record Date fixed for the purpose of
redemption. All such Debentures will be simultaneously redeemed through appropriate debit corporate action.
The list of beneficiaries as of the relevant Record Date setting out the relevant beneficiaries’ name and
account number, address, bank details and DP’s identification number will be given by the R&T Agent to the
Issuer. If permitted, the Issuer may transfer payments required to be made in any relation by NEFT/RTGS to
the bank account of the Debenture Holder(s) for redemption payments.
The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s). The
Issuer and the Debenture Trustee have entered into a Debenture Trustee Agreement and the Issuer and the
Debenture Trustee intend to enter into a Debenture Trust Deed inter alia, specifying the powers, authorities
and obligations of the Debenture Trustee and the Issuer. The Debenture Holder(s) shall, without further act or
deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or
authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Debentures as
the Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest of
the Debenture Holder(s). Any payment made by the Issuer to the Debenture Trustee on behalf of the
Debenture Holder(s) shall discharge the Issuer pro tanto to the Debenture Holder(s). The Debenture Trustee
will protect the interest of the Debenture Holder(s) in regard to the repayment of principal and yield thereon
and the Debenture Trustee will take necessary action, subject to and in accordance with the Debenture
Trustee Agreement and the Debenture Trust Deed, at the cost of the Issuer. No Debenture Holder shall be
entitled to proceed directly against the Issuer unless the Debenture Trustee, having become so bound to
proceed, consistently fails to do so. The Debenture Trustee Agreement and the Debenture Trust Deed shall
more specifically set out the rights and remedies of the Debenture Holder(s) and the manner of enforcement
thereof.
Sharing of Information
The Issuer may, at its option, but subject to applicable law, use on its own, as well as exchange, share or part
with any financial or other information about the Debenture Holder(s) available with the Issuer, with its
subsidiaries and Affiliates and other banks, financial institutions, credit bureaus, credit information
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companies, agencies, statutory bodies, as may be required and neither the Issuer nor its subsidiaries and
Affiliates nor their agents shall be liable for use of the aforesaid information.
(a) Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-
enactment thereof will be deducted at source for which a certificate will be issued by the Company.
As per the provisions of the Income Tax Act, 1961, with effect from June 1, 2008, no tax is
deductible at source from the amount of interest payable on any listed dematerialised security, held
by a person resident in India. Since the Debentures shall be issued in dematerialised mode and shall
be listed on the WDM segment of BSE, no tax will be deductible at source on the payment/credit of
interest/implicit yield on Debentures held by any person resident in India. In the event of
rematerialisation of the Debentures, or Debentures held by person resident outside India or a change
in Applicable Law governing the taxation of the Debentures, the following provisions shall apply:
(b) In the event the Debentures are rematerialized and the Company is required to make a tax deduction,
the Company shall make the payment required in connection with that tax deduction within the time
allowed and in the minimum amount required by Applicable Law;
(c) The Company shall within 30 (thirty) days after the due date of payment of any tax or other amount
which it is required to pay, deliver to the Debenture Trustee evidence of such deduction, withholding
or payment and of the remittance thereof to the relevant taxing or other authority.
Interest on application money shall be subject to TDS at the rates prevailing from time to time under the
provisions of the Income Tax Act, 1961 or any other statutory modification or re-enactment thereof for which
a certificate will be issued by the Company.
For seeking TDS exemption / lower rate of TDS, relevant certificate / document must be lodged by the
Debenture Holder(s) at the Corporate Office of the Company at least 30 (Thirty) days before the interest
payment becoming due. Tax exemption certificate / declaration of non-deduction of tax at source on interest
on application money should be submitted along with the Application Form. For detailed tax implications of
the investment in Debentures, investors should get in touch with their tax consultant.
The Company may, subject to Applicable Law at any time and from time to time, at its sole and
absolute discretion and subject to prior approval of Reserve Bank of India, purchase some or all of
the Debentures held by the Debenture Holders at any time prior to the specified date(s) of
redemption / put / call as specified in the relevant Supplemental Placement Memorandum. Such buy-
back of Debentures may be at par or at discount / premium to the face value at the sole discretion of
the Company. The Debentures so purchased may, at the option of the Company, be cancelled,
consolidated, held or resold in accordance with the provisions of the Applicable Law.
The Company shall have a right to repurchase the said Debentures or any of the Series of the
Debentures and cancel or re-issue them from time to time in accordance with the provisions of the
Act and Applicable Law. Upon such re-issue the person entitled to the Debentures shall have and
shall be deemed always to have had, the same rights and priorities as if the Debentures had never
been redeemed.
Where the Company has repurchased / redeemed any such Debentures, subject to the provisions the
Companies Act and other applicable legal provisions, the Company shall have and shall be deemed
always to have had the right to keep such Debentures alive for the purpose of reissue and in
exercising such right, the Company shall have and shall be deemed always to have had the power to
reissue such Debentures either by reissuing the same Debentures or by issuing other Debentures in
their place in either case, at such a price and on such terms and conditions (including any variations,
dropping of or additions to any terms and conditions originally stipulated) as the Company may
deem fit.
So long as the terms and conditions of the existing securities of the Company (under the respective
issues) in the International Securities Identification Number (ISIN) are not revised (i) otherwise than
as may be required/permitted by regulations; or (ii) which results in breach of or violation of the
regulations from time to time, which specifically precludes such revision, subject to applicable laws,
the Company reserves the right/is entitled to add additional securities (for such additional amounts as
may be issued by the Company from time to time) to the existing ISIN from time to time under such
terms and conditions, which may / may not be different from the existing securities under the
respective issues under the same ISIN. Such additional securities and their terms may be such as are
permitted by regulations or not specifically precluded by regulations from time to time. Further, such
additional securities may be issued from time to time at such issue price, either at par or at premium
or at discount to arrive at the contracted effective yield from time to time.
The securities listed by the Company under the terms of the respective transaction documents
(including any Debentures issued by the Company hereunder under the terms of the respective
Supplemental Placement Memorandum ) be redeemed before maturity date by the Company, as per
the financial or other terms as may have been mutually agreed upon between the Company and the
security holder (or in accordance with Paragraph 3 of this Schedule I in respect of an early
redemption of any Debentures issued under any Supplemental Placement Memorandum ). The said
redemption maybe done either on a pro rata basis or by lot or by any other manner whatsoever, as
the Company may deem fit.
The rights, privileges and conditions attached to the Debenture(s) and this Shelf Placement Memorandum and
the relevant Supplemental Placement Memorandum (s) may be varied, modified or abrogated in accordance
with the Articles of Association of the Company, Debenture Trust Deed and the Act and with the consent of
the Super Majority Debenture Holder(s). The rights, privileges and conditions attached to the Debentures of a
particular Series, may be varied, modified or abrogated in accordance with the Article of Association of the
Company, Debenture Trust Deed and the Act and with the consent of the Super Majority Debenture Holders
of that Series of Debentures. Provided that nothing in such resolution shall be operative against the Company
where such resolution modifies or varies the terms and conditions governing the Debenture(s) if the same are
not acceptable to the Company.
Provided that the Debenture Trustee and the Issuer may agree to make any modifications in this Shelf
Placement Memorandum or any Supplemental Placement Memorandum which in the opinion of the
Debenture Trustee is of a formal, minor or technical nature or is to correct a manifest error.
Notices:
The Company agrees to send notice of all meetings of the Debenture Holders specifically stating that the
provisions for appointment of proxy as mentioned in Section 105 of the Companies Act, 2013 shall be
applicable for such meeting. The notices, communications and writings to the Debenture Holder(s) required
to be given by the Company shall be deemed to have been given if sent by registered post or through
recognized overnight courier service or by hand delivery to the sole / first allottee or sole/first registered
Debenture Holder as the case may be at its address registered with the Company. All notices, communications
and writings to be given by the Debenture Holder(s) shall be sent by registered post or through recognized
courier service or by hand delivery to the Company at its Registered Office or to such persons at such address
as may be notified by the Company from time to time and shall be deemed to have been received on actual
receipt of the same.
Splitting:
Splitting of the Debentures is not applicable in the dematerialised mode form since the saleable lot is 1 (one)
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Debenture.
Transfers:
The Debentures may be transferred to any person duly qualified to acquire such Debentures under the
applicable laws.
Letters of Allotment
The letter of allotment, indicating allotment of the Debentures, will be credited in dematerialised form within
2 (Two) days from the Deemed Date of Allotment.
Succession:
In the event of demise of a Debenture Holder, the Company will recognize the executor or administrator of
the demised Debenture Holder or the holder of succession certificate or other legal representative of the
demised Debenture Holder as the registered holder of such Debentures, if such a person obtains probate or
letter of administration or is the holder of succession certificate or other legal representation, as the case may
be, from a court in India having jurisdiction over the matter and delivers a copy of the same to the Company.
The Company may, in its absolute discretion, where it thinks fit, dispense with the production of the probate
or letter of administration or succession certificate or other legal representation, in order to recognize such
holder as being entitled to the Debentures standing in the name of the demised Debenture Holder on
production of sufficient documentary proof or indemnity. In case a person other than individual holds the
Debentures, the rights in the Debentures shall vest with the successor acquiring interest therein, including
liquidator or any such person appointed as per the Applicable Law.
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ANNEXURE IIA: DRAFT SUPPLEMENTAL P LACEMENT MEMORANDUM FOR NON -CONVERTIBLE DEBENTURES
Supplemental Placement Memorandum issued in conformity with the Securities Exchange Board of India (Issue and
Listing of Non-Convertible Securities) Regulations, 2021 issued vide circular number SEBI/LAD-NRO/GN/2021/39
dated August 09, 2021, as amended from time to time, the Operational Circular issued by Securities Exchange Board
of India vide circular number SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021, as amended from time to
time, and the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements)
Regulations, 2015, as amended from time to time.
ISSUE OF UPTO [●] ([●]) SENIOR SECURED, RATED, LISTED, REDEEMABLE, TAXABLE NON-CONVERTIBLE
DEBENTURES, OF THE FACE VALUE OF RS. 1,00,000/- (RUPEES ONE LAKH ONLY) (or any higher amount as otherwise
specified) EACH, AS THE CASE MAY BE, FOR CASH, AGGREGATING UPTO RS. [●]/- (RUPEES [●] ONLY) ON PRIVATE
PLACEMENT BASIS (“[Name of the Debentures] NON-CONVERTIBLE DEBENTURES”) ISSUED UNDER THE SHELF
PLACEMENT MEMORANDUM DATED [●], 2023 (“SHELF PLACEMENT MEMORANDUM”) AS AMENDED /
SUPPLEMENTED FROM TIME TO TIME.
This supplemental placement memorandum dated [●] (“Supplemental Placement Memorandum”) is issued in terms of and
pursuant to the Shelf Placement Memorandum dated February 8, 2023. All the terms, conditions, information and stipulations
contained in the Shelf Placement Memorandum, unless the context states otherwise or unless specifically stated otherwise, are
incorporated herein by reference as if the same were set out herein. Investors are advised to refer to the same to the extent
applicable. This Supplemental Placement Memorandum must be read in conjunction with the Shelf Placement Memorandum
and the Private Placement Offer cum Application Letter.
This Supplemental Placement Memorandum contains details of this Tranche 1 Debentures and any material changes in the
information provided in the Shelf Placement Memorandum, as set out herein. Accordingly, set out below are the updated
particulars / changes in the particulars set out in the Shelf Placement Memorandum, which additional / updated information /
particulars shall be read in conjunction with other information / particulars appearing in the Shelf Placement Memorandum.
All other particulars appearing in the Shelf Placement Memorandum shall remain unchanged. In case of any inconsistency
between the terms of this Supplemental Placement Memorandum and the Shelf Placement Memorandum and/or the terms of
this Supplemental Placement Memorandum and/or any other Transaction Document, the terms as set out in this Supplemental
Placement Memorandum shall prevail.
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Section I: Definitions
Unless the context otherwise indicates or requires, capitalised terms used in this Supplemental Placement Memorandum shall
have the meaning as set out in table below. Capitalised terms used in this Supplemental Placement Memorandum and not
defined shall have the meaning as has been assigned to the term in Shelf Placement Memorandum.
Section II
Series/Tranche [●]
TRANCHE 1 DEBENTURES
Security Name [●]
Series/Tranche [●]
Issuer Shriram Finance Limited
Type of Instrument Senior, secured, rated, listed, redeemable, taxable non- convertible debentures
(NCD)
Nature of Instrument Secured
Seniority Senior
Mode of Issue Private placement
Eligible Investors Please refer paragraph “Who can apply” of the Shelf Placement Memorandum .
Listing (Name of stock exchange(s) The Tranche 1 Debentures are proposed to be listed on WDM segment of BSE
where it will be listed and timeline for Limited. BSE has given its in-principle approval to list the Tranche 1 Debentures to
listing) be issued and allotted in terms of the Shelf Placement Memorandum vide its letter
dated 6th February, 2023.
In case of delay in listing of the Tranche 1 Debentures beyond 3 days from the from
the date of closure of issue, the Company will: (A) pay penal interest of 1% p.a.
over the Coupon Rate from the Deemed Date of Allotment and till the listing of the
Tranche 1 Debentures, to the investor; and (B) be permitted to utilise the issue
proceeds of its subsequent two privately placed issuances of securities only after
receiving final listing approval from the Stock Exchange.
Rating of the Instrument Shall be disclosed in the Term Sheet/ Supplemental Placement Memorandum to be
issued in relation to each tranche/ series of Debentures.
Issue Size Shall be disclosed in the Term Sheet/ Supplemental Placement Memorandum to be
issued in relation to each tranche/ series of Debentures.
Series/Tranche Size Shall be disclosed in the Term Sheet/ Supplemental Placement Memorandum to be
issued in relation to each tranche/ series of Debentures.
Minimum Application and in 10 (Ten) Debentures and in multiples of 1 (One) Debentures thereafter
multiples of thereafter
Option to retain oversubscription Shall be disclosed in the Term Sheet/ Supplemental Placement Memorandum to be
(Amount) issued in relation to each tranche/ series of Debentures.
Objects of the Issue The funds raised through the Issue will be utilized as per the section “Objects &
Utilization of the Issue Proceeds” stipulated in the Shelf Placement Memorandum
Details of the utilization of the The funds raised through the Issue will be utilized as per the section “Objects &
Proceeds Utilization of the Issue Proceeds” stipulated in the Shelf Placement Memorandum.
Coupon Rate Shall be disclosed in the Term Sheet/ Supplemental Placement Memorandum to be
issued in relation to each tranche/ series of Debentures..
Spread Shall be disclosed in the Term Sheet/ Supplemental Placement Memorandum to be
issued in relation to each tranche/ series of Debentures.
Step Up/Step Down Coupon Rate Shall be disclosed in the Term Sheet/ Supplemental Placement Memorandum to be
issued in relation to each tranche/ series of Debentures.
Coupon Payment Frequency Shall be disclosed in the Term Sheet/ Supplemental Placement Memorandum to be
issued in relation to each tranche/ series of Debentures.
Coupon payment dates Shall be disclosed in the Term Sheet/ Supplemental Placement Memorandum to be
issued in relation to each tranche/ series of Debentures.
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Coupon Type Shall be disclosed in the Term Sheet/ Supplemental Placement Memorandum to be
issued in relation to each tranche/ series of Debentures.
Coupon Reset Dates Shall be disclosed in the Term Sheet/ Supplemental Placement Memorandum to be
issued in relation to each tranche/ series of Debentures.
Coupon Reset Process (including rates, Shall be disclosed in the Term Sheet/ Supplemental Placement Memorandum to be
spread, effective date, interest rate cap issued in relation to each tranche/ series of Debentures.
and floor etc.).
Day Count Basis Actual/ Actual i.e. The interest shall be computed on the basis of actual number of
days elapsed in a year, for this purpose a year to comprise of a period of 365 days.
In case leap year, if February 29 fall during the tenor of a security, then the number
of days shall be reckoned as 366 days for the whole one year period.
Default Interest Rate In the event of non-compliance of the terms of the Debenture Trust Deed and other
Transaction Documents, including occurrence of any Event of Default and non-
payment of principal amount and Coupon in relation to the Debentures, an
additional interest at the rate of 2% per annum over the Coupon Rate will be
charged for the defaulting period.
In case of delay in listing of the Debentures beyond 3 days from the date of closure
of the Issue, the Company will: (A) pay penal interest of 1% p.a. over the Coupon
Rate from the deemed date of allotment till the listing of the Debentures, to the
investor; and (B) be permitted to utilise the issue proceeds of its subsequent two
privately placed issuances of securities only after receiving final listing approval
from the Stock Exchange.
Tenor Shall be disclosed in the Term Sheet/ Supplemental Placement Memorandum to be
issued in relation to each tranche/ series of Debentures.
Issue Price Rs. 1,00,000/- (Rupees One Lakh only) (or any higher amount as otherwise
specified), as the case maybe, per Debenture
Issue Price (Further Issue 1) Shall be disclosed in the Term Sheet/ Supplemental Placement Memorandum to be
issued in relation to each tranche/ series of Debentures.
Discount/Premium at which security is Shall be disclosed in the Term Sheet/ Supplemental Placement Memorandum to be
issued and the effective yield as a issued in relation to each tranche/ series of Debentures.
result of such discount.
Redemption Date Shall be disclosed in the Term Sheet/ Supplemental Placement Memorandum to be
issued in relation to each tranche/ series of Debentures.
Redemption Amount Principal amount along with accrued Coupon
Redemption Premium / Discount N.A
Put Option Date N.A
Put Option Price N.A
Call Option Date N.A
Call Option Price N.A
Put Notification Time N.A
Call Notification Time N.A
Face Value Rs. 1,00,000/- (Rupees One Lakh only) (or any higher amount as otherwise
specified), as the case maybe, per Debenture
Series Issue Timing
1. Series Issue Opening Date [●]
2.Series Issue Closing Date [●]
3. Series Pay-in Date [●]
4. Series Deemed Date of Allotment [●]
5. Dare of earliest closing of the issue [●]
Issuance mode of the Instrument Demat only
Trading mode of the Instrument Demat only
Allotted Quantity/ Current Issuance
Settlement mode of the Instrument Payment of interest and principal will be made by way of Cheque/s DD’s
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Shelf Placement Memorandum
/Electronic mode.
The pay-in of subscription monies for the Debentures shall be made by way of
transfer of funds from the bank account(s) of the Eligible Investors (whose bids
have been accepted on the Electronic Book Platform) as registered with the
Electronic Book Provider in the manner provided in the Electronic Book
Mechanism Guidelines.
Please refer to Section 6 of the Placement Memorandum for detailed Application
Process.
Manner of Allotment Uniform Yield (Fixed Rate Issue)
Depository(ies) NSDL / CDSL
Disclosure of Interest/ redemption Shall be disclosed in the Term Sheet/ Supplemental Placement Memorandum to be
dates issued in relation to each tranche/ series of Debentures.
Business Day / Working Days Any day of the week on which the money market is functioning in Mumbai,
excluding: (a) non-working Saturdays, Sundays; (b) any day which is a public
holiday for the purpose of Section 25 of the Negotiable Instruments Act, 1881 (26
of 1881) in Maharashtra; (c) any other day on which banks are closed for customer
business in Mumbai, India; and (d) any day on which payments cannot be made on
account of failure of RBI’s system for RTGS/NEFT payment.
Further, if the Redemption Date/ Maturity Date falls on a day that is not a Business
Day, the Redemption Amount shall be paid on the immediately preceding Business
Day, along with Coupon (if any) accrued on the Debentures until but excluding the
date of such payment.
Further, in case of failure of RBI’s system for RTGS/NEFT payment, the same will
be made on the next Business Day. The Company will not be liable to pay any
additional interest on account of same.
(The Business Day Convention will be as per the Operational Circular) issued by
Securities Exchange Board of India vide circular number
SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021, as amended from time to
time.
Record Date The date which will be used for determining the Debenture Holder(s) who shall be
entitled to receive the amounts due towards payment of Interest and Maturity on
any due date, which shall be the date falling 15 (Fifteen) calendar days prior to any
due date.
Description regarding Security (where A first ranking exclusive charge by way of hypothecation over certain identified
applicable) (Including description, type pool of assets comprising of specific receivables and book debts on such terms and
of security, type of charge, likely date conditions as set out in the Supplemental Deed of Hypothecation read with the
of creation of security, minimum Deed of Hypothecation.
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Shelf Placement Memorandum
Debt securities shall be considered as secured only if the charged asset is registered
with Sub-registrar and Registrar of Companies or CERSAI or Depository etc. as
applicable or independently verifiable by the debenture trustee.
The Trustee shall exercise independent due diligence to ensure that the Security is
free from any encumbrances in accordance with the applicable circulars /
notifications issued by the SEBI including under the provisions of the Securities
and Exchange Board of India (Debenture Trustees) Regulations, 1993 (as amended
from time to time), and as also set out in detail under the terms of the Transaction
Documents.
The Issuer is not required to obtain any prior consent from its existing lenders for
creation of the aforesaid security interest in favour of the Debenture Trustee for the
benefit of the Debenture Holders.
Transaction Documents Shelf Placement Memorandum, this Supplemental Placement Memorandum,
Debenture Trust Deed, Debenture Trustee Agreement and any other document that
may be designated by the Debenture Trustee as a Transaction Document.
Conditions Precedent to Please refer to the Shelf Placement Memorandum
Disbursement
Condition Subsequent to Please refer to the Shelf Placement Memorandum
Disbursement
Events of Default (including manner Please refer to Annexure VI of the Shelf Placement Memorandum
of voting/ conditions of joining inter
creditor agreement)
Consequences of Event of Default Please refer to Annexure VI of the Shelf Placement Memorandum
Provisions related to Cross Default Please refer to Annexure VI of the Shelf Placement Memorandum
Clause
All covenants of the issue (including Please refer to Annexure VI of the Shelf Placement Memorandum
side letters, accelerated payment
clause, etc.)
Creation of recovery expense fund The Company shall create and maintain a recovery expense fund as per the
provisions of the Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021 and the Securities and Exchange
Board of India (Debenture Trustees) Regulations, 1993, and other Applicable Law,
as amended from time to time, and if during the currency of these presents, any
guidelines are formulated (or modified or revised) by SEBI or any other regulator
under the Applicable Law in respect of creation of the recovery expense fund, the
Company shall abide by such guidelines and execute all such supplemental letters,
agreements and deeds of modifications as may be required by the Debenture
Trustee
Conditions for breach of covenants (as Please refer to Annexure VI of the Shelf Placement Memorandum
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Shelf Placement Memorandum
For further details regarding the roles and responsibilities of the Debenture Trustee,
please refer the Annexure VI of the Shelf Placement Memorandum
Illustration of Debenture Cashflows As per Annexure I to this Supplemental Placement Memorandum.
Governing Law and Jurisdiction As set out in the Shelf Placement Memorandum.
Further Issuance Compliance Company reserves the right to make multiple issuances under the same ISIN with
reference to the Operational Circular. Issue can be made either by way of creation
of fresh ISIN or by way of issuance under the existing ISIN at premium / par /
discount as the case may be in line with the Operational Circular.
Provided that, the Company shall be entitled to make further issue(s) of debentures,
raise further loans of advances and/or avail further deferred payment guarantees or
other financial facilities from time to time from such persons/banks/financial
institutions or body corporate/or any other agency on such terms and conditions as
the Company may think appropriate in any manner having such ranking in priority,
pari passu or otherwise and change the capital structure including the issue of
shares of any class, on such terms and conditions as the Company may think
appropriate, without having any need to obtain the consent of, or intimation to, the
Debenture holders or the Debentures Trustees provided the Security Cover in
relation to the Debentures is maintained at all times in accordance with the terms of
the Transaction Documents.
Notwithstanding anything contained in this sub-clause, the Company shall not avail
any Indebtedness other than the ordinary course of its business.
However, the Company shall not create further charge on the Hypothecated Assets
without prior consent of the Debenture Trustee/debenture holders.
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Shelf Placement Memorandum
Please note that while the debt securities are secured to the tune of 100% of the principal and interest amount or as per the terms
of offer Transaction Documents, in favour of Debenture Trustee, it is the duty of the Debenture Trustee to monitor that the
security is maintained.”
______________
Authorised Signatory
Date: [●]
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Shelf Placement Memorandum
PART B: Disclosures under Form PAS -4 pursuant to Section 42 and Rule 14 of the Companies (Prospectus and
Allotment of Securities) Rules, 2014.
Sub-Part A
PRIVATE PLACEMENT OFFER CUM APPLICATION LETTER
Price at which the security is being offered Please refer to the Part A of Section II of this Supplemental
including the premium, if any, along with Placement Memorandum
justification of the price
The Proposed time within which the allotment Please refer to the Part A of Section II of this Supplemental
shall be completed. Placement Memorandum
Terms of raising of securities: Duration, if Please refer to the Part A of Section II of this Supplemental
applicable, Rate of dividend or rate of interest, Placement Memorandum
mode of payment and repayment
Proposed time schedule for which the Private Please refer to the Part A of Section II of this Supplemental
placement cum application letter is Valid. Placement Memorandum
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Sub-Part B
Applicant Details
1. Name:
3. Complete address including flat/ house number/ street, locality, pin code:
6. PAN:
(a) The applicant is not required to obtain Government approval under the Foreign Exchange Management
(Non-debt Instruments) Rules, 2019 prior to subscription of shares: __________;
(b) The applicant is required to obtain Government approval under the Foreign Exchange Management (Non-
debt Instruments) Rules, 2019 prior to subscription of shares and the same has been obtained, and is
enclosed herewith: __________.
________________________________________
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Shelf Placement Memorandum
ANNEXURE I - ILLUSTRATION OF BOND CASH FLOWS ARISING FROM BONDS BEING ISSUED PURSUANT
TO THIS SUPPLEMENTAL MEMORANDUM
Illustration cashflows
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Shelf Placement Memorandum
Interest +
10 Year 10 October 18, 2032 10,00,000.00 10,00,000.00 85,000.00 10, 85,000.00
Principal
Please refer to the Business Day Convention as referred above in the Summary Term sheet.
Payment Instructions
This form should be submitted along with cheque(s)/draft(s) favouring “Shriram Finance Limited”, crossed “Account Payee
Only”. The entire amount of Rs. 1,00,000/- (Rupees one Lakh only) (or any higher amount as otherwise specified) per
Debenture is payable along with the making of an application. Applicants can alternatively remit the application amount
through RTGS on Pay-in Date. The RTGS details of the Issuer are as under:
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Shelf Placement Memorandum
ANNEXURE IIB: DRAFT SUPPLEMENTAL P LACEMENT MEMORANDUM FOR M ARKET LINKED DEBENTURES
Supplemental Placement Memorandum issued in conformity with the Securities Exchange Board of India (Issue and
Listing of Non-Convertible Securities) Regulations, 2021 issued vide circular number SEBI/LAD-NRO/GN/2021/39
dated August 09, 2021, as amended from time to time, the Operational Circular issued by Securities Exchange Board
of India vide circular number SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021, as amended from time to
time, and the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements)
Regulations, 2015, as amended from time to time.
ISSUE OF UPTO 7500/- (Seven Thousand Five Hundred) SENIOR, SECURED, RATED, LISTED,
REDEEMABLE, TAXABLE PRINCIPAL PROTECTED MARKET LINKED (PP-MLD) NON-CONVERTIBLE
DEBENTURES OF THE FACE VALUE OF RS. 1,00,000/- (RUPEES ONE LAKH ONLY) (OR ANY HIGHER AMOUNT
AS OTHERWISE SPECIFIED) EACH, FOR CASH, AND AGGREGATING UPTO RS. 75,00,00,000/- (RUPEES SEVENTY
FIVE CRORES ONLY) ON PRIVATE PLACEMENT BASIS, WITH AN OPTION TO RETAIN
OVERSUBSCRIPTION FOR AN ADDITIONAL AMOUNT OF 25,00,00,000/- (Rupees Twenty Five Crores Only)
(“TRANCHE 1 MARKET LINKED DEBENTURES”) IN TERMS OF THE SHELF PLACMENT
MEMORANDUM DATED [●] (“SHELF PLACEMENT MEMORANDUM”) AS AMENDED / SUPPLEMENTED
TIME TO TIME.
The Tranche 1 Market Linked Debentures are subject to model risk i.e. the securities created based on complex mathematical
models involving multiple derivative exposures which may or may not be hedged and the actual behavior of the securities
selected for hedging may significantly differ from the returns predicted by the mathematical models. The principal amount is
subject to the credit risk of the Issuer whereby the investors may or may not recover all or part of the funds in case of default
by the Issuer.
This supplemental placement memorandum (“Supplemental Placement Memorandum”) is issued in terms of and pursuant
to the Shelf Placement Memorandum dated [●], 2023. All the terms, conditions, information and stipulations contained in the
Shelf Placement Memorandum, unless the context states otherwise or unless specifically stated otherwise, are incorporated
herein by reference as if the same were set out herein. Investors are advised to refer to the same to the extent applicable. This
Supplemental Placement Memorandum must be read in conjunction with the Shelf Placement Memorandum.
This Supplemental Placement Memorandum contains details of this Tranche 1 Market Linked Debentures and any material
changes in the information provided in the Shelf Placement Memorandum, as set out herein. Accordingly, set out in Section
[●] are the updated particulars / changes in the particulars set out in the Shelf Placement Memorandum, which additional /
updated information / particulars shall be read in conjunction with other information / particulars appearing in the Shelf
Placement Memorandum. All other particulars appearing in the Shelf Placement Memorandum shall remain unchanged.
In case of any inconsistency between the terms of this Supplemental Placement Memorandum and the Shelf Placement
Memorandum and/or the terms of this Supplemental Placement Memorandum and/or any other Transaction Document, the
terms as set out in this Supplemental Placement Memorandum shall prevail.
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Shelf Placement Memorandum
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Shelf Placement Memorandum
SECTION I: DEFINITIONS
Unless the context otherwise indicates or requires, capitalised terms used in this Supplemental Placement Memorandum shall
have the meaning as set out in table below. Capitalised terms used in this Supplemental Placement Memorandum and not
defined shall have the meaning as has been assigned to the term in Shelf Placement Memorandum.
Tranche [●] Shall be disclosed in the Term Sheet/ Supplemental Placement Memorandum to be
Debentures issued in relation to each tranche/ series of Debentures.
Deemed Date of means the date on which the Tranche 1 Market Linked Debentures issued in terms of
Allotment/ Allotment this Supplemental Placement Memorandum read with the Shelf Placement
Date/ Date of Memorandum are deemed to be allotted to the Debenture Holders.
Allotment
Maturity Date/ means the scheduled date on which repayment of principal amount and all other amounts
Redemption Date due in respect of the Tranche 1 Market Linked Debentures issued in terms of this
Supplemental Placement Memorandum read with the Shelf Placement Memorandum
will be made.
Initial Fixing Level of Last traded closing value/price of the Reference Index as on the Initial Fixing Date.[●]
Reference Index
Final Fixing Level of Last traded closing value/price of the Reference Index on the Final Fixing Date. [●]
Reference Index
Underlying (Final Fixing Level of Reference Index / Initial Fixing Level of Reference Index) * 100
Performance [●]
Reference Index Shall be disclosed in the Term Sheet/ Supplemental Placement Memorandum to be
issued in relation to each tranche/ series of Debentures.If the said Reference Index is
discontinued or ceases to be available, then Reference Index shall be such index as may
be agreed to by the Debenture Trustee (acting for and on behalf and on the instructions
of the Debenture Holders).[●]
XIRR Means function of Microsoft Excel, a spreadsheet application distributed by the
Microsoft Corporation.[●]
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Shelf Placement Memorandum
Disclaimer of Distributor
It is advised that the Issuer has exercised self-due-diligence to ensure complete compliance of prescribed disclosure norms in this
Supplemental Placement Memorandum. The role of the Distributor in the assignment is confined to marketing and placement of
the Tranche 1 Market Linked Debentures on the basis of this Supplemental Placement Memorandum and the Shelf Placement
Memorandum as prepared by the Issuer. The Distributor has neither scrutinized/ vetted nor has it done any due-diligence for
verification of the contents of this Supplemental Placement Memorandum. The Distributor shall use this document for the
purpose of soliciting subscription to eligible investors in the Tranche 1 Market Linked Debentures to be issued by the Issuer on
private placement basis. It is to be distinctly understood that the aforesaid use of this document by the Distributor should not in
any way be deemed or construed that the document has been prepared, cleared, approved or vetted by the Distributor; nor does it
in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor does it take
responsibility for the financial or other soundness of the Issuer, its promoters, its management or any scheme of the Issuer. The
Distributor or any of its directors, employees, affiliates or representatives does not accept any responsibility and/or liability for
any loss or damage arising of whatever nature and extent in connection with the use of any of the information contained in this
document.
Force Majeure
Notwithstanding anything herein contained the Issuer shall not bear responsibility or liability for any losses arising out of any
delay in or interruptions of performance of the exchange with regard to the Reference Index or the Issuer’s obligations under this
Supplemental Placement Memorandum due to any Force Majeure Event, act of God, act of governmental authority, act of the
public enemy or due to war, the outbreak or escalation of hostilities, riot, fire, flood, civil commotion, insurrection, labour
difficulty (including, without limitation, any strike, or other work stoppage or slow down), severe or adverse weather conditions,
communications line failure, or other similar cause beyond the reasonable control of the Issuer.
For this purpose, Force Majeure shall mean means any war, strike, lock-out, national disaster, act of terrorism, an act of Issuer
occurring after such obligation is entered into, or such obligation has become illegal or impossible in whole or in part, or any
breakdown, failure or malfunction beyond the control of the Issuer of any telecommunication or computer system including,
without limitation unavailability of any communication system, systems outages breakdowns, breach or virus in the processes or
payment and delivery mechanism, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of
any kind, riots, insurrection, acts of government, computer hacking unauthorised access to computer data and storage devices,
computer crashes, etc.
and other related documents. It is the duty of the Debenture Trustee to monitor that the security/ asset cover is maintained,
however, the Debenture Holder(s)’ recovery in relation to the Tranche 1 Market Linked Debentures will be subject to shall
depend on the market scenario prevalent at the time of enforcement of the security. The value realised from the enforcement of
the Security may be insufficient to redeem the Tranche 1 Market Linked Debentures.
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Shelf Placement Memorandum
SECTION III
The Tranche 1 Market Linked Debentures have been rated ‘CRISIL PP-MLD AA+r/ Stable’
by CRISIL Ratings.
Rating of the Instrument
Please refer to the Shelf Placement Memorandum for the rating letters issued by the Rating
Agencies.
Upto 5,00,000 (Five Lakhs) senior secured rated listed principal protected market linked
redeemable non-convertible debentures, for cash, at par, bearing face value of Rs. 1,00,000/-
Shelf Issue Size (Rupees One Lakh only) (or any higher amount as otherwise specified) and aggregating upto
Rs. 5000 crores (Rupees Five Thousand Crores), in one or more Series/ Tranches.
Details of the utilization of the Please refer to the disclosure above on ‘Objects of the Issue’
Proceeds
Coupon Rate/ Redemption [●]
Premium/ Interest
Step Up/Step Down Coupon Not applicable.
Rate
Coupon Payment Frequency Coupon (if any) shall be payable at maturity, on the Redemption Date.[●]
Coupon payment dates Coupon (if any) shall be payable at maturity, on the Redemption Date. Please refer to Part A
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Shelf Placement Memorandum
Linked Debenture
Minimum Application and in
As set out in the Shelf Placement Memorandum
multiples of thereafter
Series Issue Timing
1. Series Issue Opening Date [●]
2. Series Issue Closing Date [●]
3. Series Pay-in Date [●]
4. Series Deemed Date of [●]
Allotment
5.Date of earliest closing of the
Issue
Allotted Quantity / Current [●] Shall be disclosed in the Term Sheet/ Supplemental Placement Memorandum to be issued
Issuance in relation to each tranche/ series of Debentures
Issuance mode of the
Demat only
Instrument
Trading mode of the Instrument Demat only
Settlement mode of the
NEFT / RTGS
Instrument
The Issuer and the Debenture Trustee shall execute the Trust Deed within such timelines as
may be specified by the Board. Where an Issuer fails to execute the Trust Deed within the
period specified, without prejudice to any liability arising on account of violation of the
Delay in execution of
provisions of the Companies Act, 2013 and SEBI (Issue and Listing of Non-convertible
Debenture Trust Deed
Securities), 2021, the Issuer shall also pay interest of at least 2% (two percent) per annum or
such other rate, as specified by the Board to the holder of debt securities, over and above the
agreed Coupon Rate, till the execution of the Trust Deed.
Depository National Securities Depository Limited and/or Central Depository Services Limited
15 (Five) days prior to each Coupon Payment / Put Option Date / Call Option Date /
Record Date
Redemption date
Disclosure of Redemption
[●]
Dates
All covenants of the issue
(including side letters,
As set out in Annexure VI of the Shelf Placement Memorandum.
accelerated payment clause,
etc.)
A first ranking exclusive charge by way of hypothecation over certain identified pool of assets
comprising of specific receivables and book debts on such terms and conditions as set out in
the Supplemental Deed of Hypothecation read with the Deed of Hypothecation.
Description regarding Security Please note that pursuant to the terms of the Debenture Trust Deed, if the Company makes any
(where applicable) (Including issuance of non- convertible debentures within the said Overall Limit and is required to create
description, type of security, charge in relation to the same, it shall execute the relevant Supplemental Deed of
type of charge, likely date of Hypothecation for providing charge in relation to such new issuance. The current issue of
creation of security, minimum Tranche 1 Debentures shall be/ has been secured by the security created in terms of the
security cover, revaluation, Supplemental MOH dated [●].
replacement of security, interest
to the Debenture Holders over Please note that the security interest created in relation to the Tranche [●].Debentures shall be
and above the Coupon rate as held on pari passu basis with the other lenders/ debenture holders who have subscribed to
specified in the Debenture Trust Debentures issued under the Overall Limit and have been secured pursuant to the
and Disclosed in the Shelf abovementioned Supplemental MOH.
Placement Memorandum and
the Supplemental Placement Debt securities shall be considered as secured only if the charged asset is registered with Sub-
Memorandum ). registrar and Registrar of Companies or CERSAI or Depository etc. as applicable or
independently verifiable by the debenture trustee.
The Trustee shall exercise independent due diligence to ensure that the Security is free from
any encumbrances in accordance with the applicable circulars / notifications issued by the
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Shelf Placement Memorandum
SEBI including under the provisions of the Securities and Exchange Board of India
(Debenture Trustees) Regulations, 1993 (as amended from time to time), and as also set out in
detail under the terms of the Transaction Documents.
The Issuer is not required to obtain any prior consent from its existing lenders for creation of
the aforesaid security interest in favour of the Debenture Trustee for the benefit of the
Debenture Holders.
Transaction Documents Please refer to the Shelf Placement Memorandum for the list of transaction documents.
Conditions Precedent to Please refer to Shelf Placement Memorandum for the same.
Disbursement
4. The letter of allotment for debentures will be credited in dematerialized form within 2 (Two)
days from the Deemed Date of Allotment.
Condition Subsequent to 5. The Company shall within a period of 15 (Fifteen) days from the Deemed Date of Allotment
Disbursement file return of allotment with the registrar of companies in relation to the Debentures.
The Company shall ensure that the Debentures are listed on the stock exchanges within a
period of 3 (Three) days from the Deemed Date of Allotment
Events of Default (including Please refer to Annexure VI of the Shelf Placement Memorandum
manner of voting/ conditions of
joining Inter Creditor
Agreement)
Creation of recovery expense The Company shall create and maintain a recovery expense fund in the manner as specified in
fund the SEBI Circular dated October 22, 2020 vide reference no.
SEBI/HO/MIRSD/CRADT/CIR/P/2020/207 and as may be supplemented or amended from
time to time, and inform the Debenture Trustee about the same.
The recovery expense fund may be utilized by the Debenture Trustee upon occurrence of an
Event of Default, for taking appropriate legal actions to enforce the Security in accordance
with the relevant SEBI circulars.
Conditions for breach of Please refer to Annexure VI of the Shelf Placement Memorandum
covenants (as specified in
Debenture Trust Deed)
R&T Agent Integrated Registry Management Services (P) Ltd
Provisions related to Cross Please refer to Annexure VI of the Shelf Placement Memorandum
Default Clause
Company reserves the right to make multiple issuance under the same ISIN with reference to
the Operational Circular. Issue can be made either by way of creation of fresh ISIN or by way
Further Issuance Compliance
of issuance under the existing ISIN at premium / par / discount as the case may be in line with
Operational Circular
To oversee and monitor the overall transaction for and on behalf of the Debenture Holders as
customary for transaction of a similar nature and size and as executed under the appropriate
Role and Responsibilities of Transaction Documents
Debenture Trustee
Please refer to Annexure VI of the Shelf Placement Memorandum for other key terms of the
role and responsibility of Debenture Trustee.
Risk Factors pertaining to the
As set out in in Section 2 of the Shelf Placement Memorandum
Issue
Governing Law and
Please refer to Shelf Placement Memorandum for the same.
Jurisdiction
Holiday convention/ Business If any Interest payment date/ coupon payment date (other than the Redemption Date) falls on a
Day Convention day which is not a Business Day, the payment to be made on the said day will be made on the
following Business Day. If any principal payment date falls on a day which is not a Business
Day, the payment will be made on the previous Business Day. However, on account of above,
there would be no change in the dates of the future coupon payments and the same would be
as per the schedule as set out in the Supplemental Placement Memorandum.
Further, if the Redemption Date/ Maturity Date falls on a day that is not a Business Day, the
Redemption Amount shall be paid on the immediately preceding Business Day, along with
Coupon (if any) accrued on the Market Linked Debentures until but excluding the date of such
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payment.
Further, in case of failure of RBI’s system for RTGS/NEFT payment, the same will be made
on the next Business Day. The Company will not be liable to pay any additional interest on
account of same.
The Business Day Convention shall be in accordance with the SEBI NCS Regulations and the
Operational Circular.
Valuation Agent CRISIL Limited, having its office at CRISIL House, Central Avenue, Hiranandani Business
Park, Powai, Mumbai- 400076
Valuation Frequency and The Valuation Agency will publish a valuation on its website at least once every calendar
Publication week. The valuation shall be available on the website of the Valuation Agency and the Issuer.
The latest and historical valuations for these Market Linked Debentures / NCDs will be
published on the website of the Issuer and the Valuation Agent.
Upon request by any Debenture/NCD Holder for the valuation of these Market Linked
Debentures/NCDs, the Issuer shall provide them with the latest valuation.
Valuation Agency Fees The fees payable to the Valuation Agent shall be borne solely by the Issuer and the same shall
not exceed 0.04% (Zero Decimal Point Zero Four) on the face value of the outstanding
Debentures
Distributor [●]
Distributor Fee [●]
Further Issuance Compliance Company reserve the right to make multiple issuance under the same ISIN with reference to
SEBI circular CIR/IMD/DF-1/67/2017 dated 30th June 2017. Issue can be made either by way
of creation of fresh ISIN or by way of issuance under the existing ISIN at premium / par /
discount as the case may be in line with SEBI circular CIR/IMD/DF-1/67/2017 dated June 30,
2017.
Terms and conditions of Debenture Trustee Appointment Agreement (DTAA) dated 6th February 2023 has been
debenture trustee agreement executed by and between the Issuer and the Debenture Trustee.
including fees charged by
debenture trustees(s): Please refer to the terms of Debenture Trustee Consent Letter dated [●], as attached as
Annexure I to the Shelf Placement Memorandum, issued by the [●] setting out the terms of
engagement and the fee payable to it for appointment and engagement as the debenture trustee
in relation to the Issue.
The Tranche 1 Market Linked Debentures are subject to model risk i.e. the securities created
based on complex mathematical models involving multiple derivative exposures which may or
may not be hedged and the actual behavior of the securities selected for hedging may
significantly differ from the returns predicted by the mathematical models. The principal
Risk Factor associated with
amount is subject to the credit risk of the Issuer whereby the investors may or may not recover
Market Linked Debentures
all or part of the funds in case of default by the Issuer.
For detailed Risk Factors please refer to Section 2 of the Shelf Placement Memorandum
dated[●], 2023
The Company shall be entitled to make further issue(s) of debentures, raise further loans of
advances and/or avail further deferred payment guarantees or other financial facilities from
time to time from such persons/banks/financial institutions or body corporate/or any other
agency on such terms and conditions as the Company may think appropriate in any manner
Future Borrowings
having such ranking in priority, pari passu or otherwise and change the capital structure
including the issue of shares of any class, on such terms and conditions as the Company may
think appropriate, without having any need to obtain the consent of, or intimation to, the
Debenture holders or the Trustees in this connection.
Due Diligence by Debenture Please refer to Annexure XI of the Shelf Placement Memorandum
Trustee
A detailed scenario analysis/ Please refer to Annexure I of this Supplemental Placement Memorandum.
valuation matrix showing value
of the security under different
market conditions such as
rising, stable and falling market
conditions shall be disclosed in
a table along with a suitable
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graphic representation.
Notes : (i) Please note that the Market Linked Debentures are secured to the tune of 100% of the principal and interest amount or
as per the terms of offer Transaction Documents, in favour of Debenture Trustee, it is the duty of the Debenture Trustee to
monitor that the security is maintained; (ii) In addition to the information regarding the relevant series/ tranche of Market
Linked Debentures, if any change/ modification has occurred in relation to the disclosures made in the Shelf Placement
Memorandum, the same would also be required to be updated in this Supplemental Placement Memorandum]
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Payment Instructions
For subscribing the Market Linked Debentures, the Private Placement Offer Letter Cum Application Form should be submitted
along with cheque(s)/draft(s) favouring “Shriram Finance Limited”, crossed “Account Payee Only”. The entire amount of Rs.
1,00,000/- (Rupees One Lakh only) (or any higher amount as otherwise specified) per Market Linked Debenture is payable along with
the making of an application. Applicants can alternatively remit the application amount through RTGS on Pay-in Date.
______________
Authorised Signatory
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PART B: Disclosures under Form PAS -4 pursuant to Section 42 and Rule 14 of the Companies (Prospectus and
Allotment of Securities) Rules, 2014.
Sub-Part A
PRIVATE PLACEMENT OFFER CUM APPLICATION LETTER
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Sub-Part B
Applicant Details
1. Name:
3. Complete address including flat/ house number/ street, locality, pin code:
6. PAN:
(a) The applicant is not required to obtain Government approval under the Foreign Exchange Management (Non-debt
Instruments) Rules, 2019 prior to subscription of shares: __________;
(b) The applicant is required to obtain Government approval under the Foreign Exchange Management (Non-debt
Instruments) Rules, 2019 prior to subscription of shares and the same has been obtained and is enclosed herewith:
__________.
________________________________________
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Annexure I
Illustration of Cash Flows for Tranche 1 Market Linked Debentures
Cash Flows Date of No. of days in Coupon Period Amount (in Rupees)
Allotment
[●] [●] [●] [●]
The above table is illustrative and indicative only. The payment of coupon/premium/interest/maturity amount on due
dates will be in accordance and compliance with the provisions of Operational Circular, applicable tax laws and
business day conventions specified in the Term Sheet of the issue.
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SCENARIO ANALYSIS:
[●]
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GRAPHICAL REPRESENTATION
[●]
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[attached separately]
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[attached separately]
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If one or more of the events specified below, have occurred and if in the opinion of the Debenture Holders the same is
capable of being cured but is not cured at the end of the cure period (as applicable) the same shall be considered as an
Event of Default:
(i) if the Company has failed to make payment of the principal amount of the Debentures on the Due Date(s) and
such failure continues for a period of 90 (ninety) days;
(ii) if the Company has failed to make payment of any interest/ coupon/ premium (as applicable) on the Debentures
on the Due Date(s) and such failure continues for a period of 90 (Ninety) days;
(iii) the Company has failed in the performance or observance of any material covenant, other conditions or
provisions contained in these presents, the Transaction Documents (including the Shelf PM and the
Supplemental PM) which results in a Material Adverse Effect. No Event of Default will occur under this sub
clause (c) if the failure to perform or observe is: (a) capable of remedy; and (b) remedied, within 30 (thirty) days
of the earlier of: (i) the Debenture Trustee giving notice of breach or failure to the Company; and (ii) the date on
which the Company becomes aware of such failure of breach ;
(iv) any information or representation made or given by the Company in terms of the Transaction Documents is
misleading or incorrect in any material respect and which has a Material Adverse Effect on the ability of the
Company to make any payments in relation to the Debentures;
(v) the Company is unable to maintain the security cover by charge over the Hypothecated Assets in accordance
with the terms of the Deed of Hypothecation and/ or the Security Interest is in jeopardy;
(vi) if the Company has admitted in writing that it is unable to payits debts or proceedings for taking it into
liquidation/ winding up/insolvency resolution, either voluntarily or compulsorily, have been commenced and/or
Company merges into or amalgamate with any other entity and/or consolidates, reorganize (including
reorganization of its capital) in the manner prejudicial to the interest of the Debenture Holder except as
otherwise allowed under the Debenture Trust Deed;
(vii) the corporate insolvency resolution petition has been admitted by the appropriate authority against the Company
under the IBC or any analogous law with respect to the Company;
(viii) the Company is unable to or has admitted in writing its inability to pay its debts as they mature;
(ix) a receiver or a liquidator has been appointed or allowed to be appointed of all or any material part of the
undertaking of the Company and the same act is not contested by the Company;
(x) if, distress, an attachment or distraint, execution or other legal process has been levied on the material part of the
Secured Assets or any part thereof or certificate proceedings have been taken or commenced for recovery of any
dues from the Company and such certificate proceedings is not discharged or stayed within 45 (forty five) days;
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(xi) the Company without the consent of the Debenture Holders or the Debenture Trustee, ceases to carry on all of
its business or substantial part of its business or gives written notice of its intention to do so;
(xii) the Company creates or attempts to create any charge over the assets which have been exclusively hypothecated
by the Company, from time to time, in accordance with the Deed of Hypothecation in favour of the Debenture
Trustee, without the prior written approval of the Debenture Trustee, provided that the creation of pari passu
charge over such assets in accordance with the terms of this Deed and the other Transaction Documents shall
not be an Event of Default;
(xiii) if a petition for winding up of the Company have been admitted or if an order of a Court of competent
jurisdiction is made or a special resolution is passed by the Company for the winding up of a Company
otherwise than in pursuance of a scheme of amalgamation or reconstruction previously approved in writing by
the Debenture Trustee (as approved by Special Resolution of the Debenture Holders) and duly carried into
effect;
(xiv) if it is certified by an accountant or a firm of accountants appointed by the Debenture Trustee that the liabilities
of the Company exceed its assets;
(xv) an administrative or other receiver or an administrator is appointed of the whole or (in the opinion of the
Debenture Trustee) any substantial part of the assets or revenues of the Company (as the case may be) and is not
discharged within 60 (Sixty) days;
(xvi) it is or will become unlawful for the Company to perform or comply with any one or more of its obligations
under any of the Debentures or the Transaction Documents that has a Material Adverse Effect;
(xvii) any step is taken by governmental authority or agency or any other competent authority, with a view to the
seizure, compulsory acquisition, expropriation or nationalization of all or (in the opinion of the Debenture
Trustee) a material part of the assets of the Company;
(xviii) if the Company, shall without the previous consent in writing of the Debenture Trustee, make or attempt to
make any alteration in the provisions of its mmemorandum and/or articles of aassociation which would in the
opinion of the Debenture Trustee materially and detrimentally affect the interests of the Debenture
Holder(s)/Beneficial Owner(s);.
(xix) the occurrence of any event or condition which, in the Debenture Trustee / Beneficial Owners(s) reasonable
opinion, constitutes a Material Adverse Effect.
(xx) any indebtedness of the Company for borrowed monies i.e. indebtedness for and in respect of monies borrowed
or raised by whatever means becomes due prior to its stated maturity by reason of default of the terms thereof or
any such indebtedness is not paid at its stated maturity or there is a default in making payments due under any
guarantee or indemnity given by the Company in respect of the indebtedness of borrowed monies of any person,
which has Material Adverse Effect on the ability of the Company to make any payments in relation to the
Debentures; and
(xxi) any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of the events
referred to in any of the foregoing paragraphs.
In any Event of Default or any event which, after notice or lapse of time, or both, would constitute an Event of Default
has happened, the Company shall, forthwith give notice thereof to the Beneficial Owners(s)/ Debenture Trustee, in
writing, specifying the nature of such Event of Default or of such event.
If one or more of the events specified above (each, an “Event of Default”) shall have occurred or continuing, then if so
required by the Debenture Holder(s)/ Beneficial Owner(s) of not less than 75% (seventy five per cent) in principal
amount of the Debentures then outstanding or if so directed by an extraordinary resolution, the Debenture Trustee
(subject to being indemnified and/or secured by the Debenture Holders to its satisfaction) shall by a notice in writing to
the Company declare all the Debentures outstanding together with redemption premium, if any, and all accrued interest
thereon to be due and upon such declaration the same shall thereupon become due and payable forthwith and the security
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created in terms of the Transaction Documents, shall become enforceable and the Debenture Trustee shall have right to
enforce security and shall have the following rights (notwithstanding anything in these presents to the contrary):
All reasonable expenses incurred by the Beneficial Owners(s)/Debenture Trustee after an Event of Default has occurred
in connection with:
(i) preservation of the Secured Assets (whether then or thereafter existing); and
(ii) collection of amounts due under this Deed,
shall be payable by the Company upon submission of receipts to the Company in relation to the same.
Enforcement of Security
On the occurrence of an Event of Default that is continuing (and after the expiry of the applicable cure period, if any), the
Debenture Trustee may, and if so requested in writing by the Debenture Holders representing not less than three-fourths
in value of the nominal amount of the Debentures for the time being outstanding or if so directed by a Special Resolution
of the Debenture Holders shall give notice to the Company that the Debentures are and they shall immediately become
due and payable for their principal amount together with accrued interest as provided in this Deed. At any time after the
Debentures or any of them have become repayable and have not been repaid, the Debenture Trustee may at their
discretion and without further notice institute such proceedings against the Company as they may think fit to enforce
repayment thereof together with accrued interest and all other monies payable in respect thereof but they shall not be
bound to take any such proceedings unless:-
(a) the Debenture Trustee is so directed by a Special Resolution passed by the Debenture Holders or so requested in
writing by the holders of the Debentures representing not less than three-fourths in value of the nominal amount of
the Debentures for the time being outstanding;
(b) sufficient monies is advanced by the Debenture Holders to the Debenture Trustee for enforcement of rights; and
(c) the Debenture Trustee are indemnified to their satisfaction by the Debenture Holders.
Nominee Director
The Debenture Trustee shall have a right to appoint a nominee director on behalf of the Debenture Holders on the Board
of Directors of the Company (hereinafter referred to as the "Nominee Director") in terms of the Securities and Exchange
Board of India (Debenture Trustees) Regulations, 1993 applicable from time to time. The right to appoint the Nominee
Director shall be exercised by the Debenture Trustee upon the occurrence of any of the following events:
(b) any default on the part of the Company in redemption of the Debentures; or
(c) any default on the part of the Company in redemption of the Debentures
The Nominee Director so appointed shall not be liable to retire by rotation nor shall be required to hold any qualification
shares. The Company shall promptly appoint the Nominee Director forthwith on receiving a nomination notice from the
Debenture Trustee. The Company shall take steps to amend its articles of association for the purpose, if necessary.
Without prejudice to the rights available to the Debenture Trustee/ Debenture Holders, the Debenture Trustee (acting on
the instruction of the Debenture Holders) / Debenture Holders, may upon occurrence of an Event of Default pursuant to
the Debenture Trust Deed, may exercise such other rights and recourse pursuant to the provisions set out under the
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circular dated October 13, 2020 bearing reference number SEBI/HO/MIRSD/CRADT/CIR/P/2020/203, as may be
amended / modified from time to time.
The Debenture Trustee shall give not less than 14 (fourteen) days' notice to the holders of the Debentures under the
Debenture Trust Deed and after the day so fixed the holders of each outstanding Debentures shall be entitled (subject to
the provision in the Debenture Trust Deed) to interest on the balance only (if any) of the principal moneys due on such
Debentures held by them after deducting the amount (if any) payable in respect of the principal thereof on the day so
fixed.
2. Description regarding Security (where applicable) (Including description, type of security, type of charge, date of
creation of security, minimum security cover, revaluation, replacement of security interest to the Debenture Holders over
and above the Coupon rate as specified in the Debenture Trust and Disclosed in the Shelf Placement Memorandum and
the Supplemental Placement Memorandum and Ranking of Security)
Creation of Security
(i) The Debentures together with the Payments to be made shall inter alia be secured by exclusive first ranking charge
over the Hypothecated Assets to be created by the Company in terms of the Deed of Hypothecation, in favour of
the Debenture Trustee acting on behalf of and for the benefit of the Debenture Holders.
(ii) All security created in terms of the Transaction Documents, except as otherwise provided in the relevant Transaction
Documents, is continuing security and shall remain in full force and effect until the Final Settlement Date.
(iii) The Company shall undertake and confirm that Security Interest to be created over Hypothecated Assets in relation
to the Debentures shall be created in compliance with all Applicable Laws. Further, the Company shall undertake to
perfect the creation of the security as aforesaid in favour of the Debenture Trustee, for the benefit of the Debenture
Holders, within such period and in such manner as may be prescribed in this Deed and other Transaction
Documents.
(iv) The Company shall undertake and confirm that the Security Interest to be created over the Hypothecated Assets is
sufficient to discharge the interest and the principal amount of the Debentures at all times and that such assets are
free from any encumbrances except charge in favour of existing and future lenders of the Company on first pari
passu basis.
Security Cover
The Security Interest created/ to be created in terms of this Deed and other Transaction Documents for securing the
obligations of the Company in relation to the Debentures shall at all times provide the security cover as required to be
created and maintained per the Deed of Hypothecation and the Supplemental PM and any addendum made thereunder on
continuous basis.
The Company shall ensure that the security cover as stipulated in the Deed of Hypothecation and the Supplemental PM is
maintained at all times and in the event the security cover being met by the charge created over the Receivables falls below
the stipulated security cover, the Company shall forthwith create charge over such other receivables of the Company so as to
maintain the security cover in accordance with the terms of the Deed of Hypothecation.
The Security Interest created / caused to be created by the Company in terms of the Transaction Documents shall be and
remain security to the Debenture Holders and shall be held by the Debenture Trustee for the benefit of the Debenture
Holders for the Debenture Obligations due by the Company and the Debenture Trustee shall permit the Company (or any
third person providing the Security Interest or any part thereof on behalf of the Company), till the occurrence of an Event of
Default, wherein the Security Interest constituted shall become enforceable, to hold and enjoy the assets over which the
Security Interest has been created and upon the Company defaulting in making any Payment, the Security Interest shall
become enforceable in the manner provided in this Deed and the other Transaction Documents.
The Debenture Trustee shall hold upon trust the monies, received by them or the receiver in respect of the Secured Assets or
any part thereof arising out of:-
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(a) any sale calling in, collection or conversion under the Power of Sale;
(b) income;
(c) policy or policies of insurance;
(d) compensation money in respect of any acquisition and requisition or nationalisation or takeover of the management of
the Company;
(e) any other realisation whatsoever,
and they shall, in the first place, by and out of the said monies reimburse themselves and pay, retain or discharge all the
costs, charges and expenses incurred in or about the entry, appointment of receiver, calling in, collection, conversion or the
exercise of the powers and trusts under these presents, including their and the receiver's remuneration as herein provided,
and shall apply the residue of the said monies on pari passu basis towards all monies due to the Debenture Holders in
relation to the Debentures in the manner set out below:
FIRSTLY in or towards payment to the Debenture Holders pari passu of all arrears of interest and/or premium and/or
coupon including default interest (which shall be deemed to accrue due from day to day) remaining unpaid on the
Debentures held by them;
SECONDLY in or towards payment to the Debenture Holders pari passu of all principal amounts owing on the Debentures
held by them and whether the said principal amounts shall or shall not then be due and payable; and
THIRDLY the surplus (if any) of such monies to the person or persons entitled thereto.
Provided that, if the Debenture Trustee is of the opinion that it is expedient to do so, payments may be made on account of
principal before the whole or part of the interest due on the Debentures has been paid off, but such alteration in the order of
payment of principal and interest herein prescribed shall not prejudice the right of the Debenture Holders to receive the full
amount to which they would have been entitled if the ordinary order of payment had been observed or any less amount
which sum ultimately realised from the security may be sufficient to pay.
Additional Security
For the consideration aforesaid, the Company shall within such period as may be permitted by the Debenture Trustee,
furnish to the Debenture Trustee additional security, if the Debenture Trustee is of the opinion that during the subsistence of
the Debentures, the security cover for the Debentures has become inadequate as provided in this Deed and the Debenture
Trustee has, accordingly, called upon the Company to furnish such additional security. In such case, the Company shall, at
its own costs and expenses, furnish to the Debenture Trustee such additional security in form and manner satisfactory to the
Debenture Trustee as security for the Debentures, and upon creation of such additional security, the same shall vest in the
Debenture Trustee subject to all the trusts, provisions and covenants contained in these presents.
Company Covenants
(i) the Company shall execute all such deeds, documents and assurances and do all such acts and things as the
Debenture Trustee may reasonably require for exercising the rights under these presents or for effectuating and
completing the security intended to be created and shall from time to time and at all times after the security
constituted shall become enforceable, execute and do all such deeds, documents, assurance, acts, and things as
the Debenture Trustee may require for facilitating realisation of the Secured Assets and for exercising all the
powers, authorities and discretions conferred on the Debenture Trustee or any receiver and in particular the
Company shall execute all transfers, conveyances, assignments and assurance of the Secured Assets whether to
the Debenture Trustee or to their nominees and the Debenture Trustee be and is authorized to give notices or
directions to any person including Government authorities or file any application with the Government
authorities in the name of Company to sell or realize the Secured Assets in accordance with the Debenture Trust
Deed;
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(ii) the Company shall ensure that the security cover as stipulated in the Transaction Documents in relation to the
Debentures has been maintained at all times;
(iii) the Company shall undertake to irrevocably and unconditionally indemnify the Debenture Holders and keep the
Debenture Holders indemnified for any expenses, costs, losses, claims, actions, damages arising out or in
connection with any breach of our representations and/or warranties and/or covenants hereof or any
misrepresentation hereof;
(iv) the Company shall at the time of allotment of a new Series/Tranche of Debenture, provide the Debenture
Trustee with all such information as set out in the Shelf PM and the Supplemental PM and Applicable Law; and
(v) the Company shall be entitled to make further issue of debentures and/or raise further loans and/or avail of
further deferred payment/guarantee facilities from time to time for such amounts and from such persons/public
financial institutions/banks or any other financial corporations or body corporate as it may deem fit and create
charge over its assets in relation to the same. Provided that at the time of raising such further issue of debentures
and/or further term loans and/or availing deferred payment credit/guarantee facilities, the Company maintains
the security cover stipulated in this Deed. It is clarified that in the event the Company seeks to create security
over the Hypothecated Assets, which have been provided as security in relation to the Debentures in terms of
the Deed of Hypothecation, in favour of any other lender or borrowing of the Company, the Company shall
prior to creation of further charge on the Hypothecated Assets obtain prior written consent of the Debenture
Trustee (acting on the instruction of the Majority Debenture Holders), and the creation of pari passu charge over
such Hypothecated Assets in accordance with the terms of this Deed and the other Transaction Documents shall
not be an Event of Default.
General Covenants
The Company shall undertake and covenant that the Company will at all times during the term of the Debentures (except
as may otherwise be previously agreed in writing by the Debenture Trustee):
(i) comply with Applicable Law and carry on and conduct its business with due diligence and efficiency and in
accordance with sound engineering, technical, managerial and financial standards and business practices with
qualified and experienced management and personnel;
(ii) utilise the monies received towards subscription of the Debentures for onward lending to grow the asset book,
financing vehicles such as commercial vehicles, two-wheelers vehicles, cars, home loans, gold loans,
personal and small business loans, refinancing of existing debt, other general purposes of the
Company and other activities as disclosed in the Debenture Trust Deed, the Shelf PM and the Supplemental
PM. The Company shall also furnish to the Debenture Trustee a certificate from the Company's statutory
auditors/ independent chartered accountant (as may be required under Applicable Law) in respect of the
utilisation of funds raised by the issue of the Debenture. In addition to the above, upon completion of each
financial year, the Company shall furnish to the Debenture Trustee a statement/certificate showing the manner in
which the said monies have been utilized from the statutory auditors/ independent chartered accountant (as may
be required under Applicable Law);
(iii) in case of initiation of forensic audit, the following disclosures shall be made to the relevant stock exchange
where the Debentures have been listed by the Company:
(i) the fact of initiation of forensic audit along-with name of entity initiating the audit and reasons for the
same, if available;
(ii) final forensic audit report (other than for forensic audit initiated by regulatory / enforcement agencies)
on receipt by the listed entity along with comments of the management, if any;
(i) any default in timely payment of interest or redemption or both in respect of the non-convertible debt
securities;
(v) keep proper books of account as required by the Act and therein make true and proper entries of all dealings and
transactions of and in relation to the Secured Assets and the business of the Company and keep the said books
of account and all other books, registers and other documents relating to the affairs of the Company at its
registered office or, where permitted by Applicable Law, at other place or places where the books of account
and documents of a similar nature may be kept and the Company will ensure that all entries in the same relating
to the Secured Assets and the business of the Company shall at all reasonable times be open for inspection of
the Debenture Trustee and such person or persons as the Debenture Trustee shall, from time to time, in writing
for the purpose, appoint with prior written notice to the Company;
(vi) give to the Debenture Trustee or to such person or persons as aforesaid such information as they or he or any of
them shall reasonably require as to all matters relating to the business, property and affairs of the Company
which are relevant in relation to the Debentures, and at the time of the issue thereof to the Shareholders of the
Company furnish to the Debenture Trustee three copies of every report, balance sheet, profit and loss account,
circulars or notices, issued to the Shareholders and the Debenture Trustee shall be entitled, if they think fit
acting reasonably, from time to time, to nominate a firm of chartered accountants to examine the books of
account, documents and property of the Company or any part thereof and to investigate the affairs thereof and
the Company shall allow with prior written notice of atleast 3 (three) Business Days so long as no Event of
Default has occurred or is continuing, and with prior written notice of at least 1 (one) Business Day if an Event
of Default has occurred and is continuing, any such accountant or agent to make such examination and
investigation during normal business hours and shall furnish him with all such information which are relevant in
relation to the Debentures, and shall pay all costs, charges and expenses of and incidental to such examination
and investigation;
(vii) punctually pay all rents, royalties, taxes, rates, levies, cesses, assessments, insurance premium with respect to
the Secured Assets, impositions and outgoings, governmental, municipal or otherwise imposed upon or payable
by the Company as and when the same shall become payable and when required by the Debenture Trustee
produce the receipts of such payment and also punctually pay and discharge all debts and obligations and
liabilities which may have priority over the security created hereunder and observe, perform and comply with
all covenants and obligations which ought to be observed and performed by the Company in respect of or any
part of the Secured Assets;
(viii) forthwith give notice in writing to the Debenture Trustee of commencement of any proceedings or any order
directly and materially affecting the Secured Assets;
(ix) diligently preserve its corporate existence and status and all rights, contracts privileges, franchises and
concessions now held or hereafter acquired by it in the conduct of its business and that it will comply with each
and every term of the said franchises and concessions and all Applicable Law and directions of any legislative,
executive, administrative or judicial body applicable to the Secured Assets or any part thereof provided that the
Company may contest in good faith the validity of any such Applicable Laws and directions and pending the
determination of such contest may postpone compliance therewith if the rights enforceable under the
Debentures or the security of the Debentures is not thereby materially endangered or impaired. The Company
will not do or voluntarily suffer or permit to be done any act or thing whereby its right to transact its business
might or could be terminated or whereby payment of the principal of or interest on the Debentures might or
would be hindered or delayed;
(x) reimburse all sums paid or expenses incurred by the Debenture Trustee or any Receiver, attorney, manager,
agent or other person appointed by the Debenture Trustee for all or any of the purposes mentioned in these
presents immediately on receipt of a notice of demand from them in this behalf;
(xi) inform the Debenture Trustee with respect to any new project, diversification, modernisation or substantial
expansion of any project or change in the nature and conduct of business of the Company which may affect the
interest of the Debenture Holders;
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(xii) promptly inform the Debenture Trustee if it has notice of any application for insolvency resolution, winding up
or liquidation having been made or any statutory notice of winding up under the IBC or the Act or otherwise of
any suit or other legal process intended to be filed or initiated against the Company and affecting Company’s
title to the Secured Assets or if a receiver is appointed of any of its Secured Assets;
(xiii) promptly inform the Debenture Trustee of any event likely to have a Material Adverse Effect on the Company's
profits or business and of any material changes in the rate of production or sales of the Company with an
explanation of the reasons therefore;;
(xiv) promptly inform the Debenture Trustee of any material loss or damage which the Company suffers due to any
force majeure circumstances or act of God, such as earthquake, flood, tempest or typhoon, etc. against which the
Company may not have insured its properties;
(xv) not undertake or permit any merger, consolidation, reorganisation scheme or arrangement or compromise with
its creditors or shareholders or effect any scheme of amalgamation or reconstruction without providing a prior
written intimation to the Debenture Trustee;
(xvi) furnish quarterly/annual report to the Debenture Trustee containing the following particulars:
A. periodical status/performance reports form the Company within 7 (Seven) days of the relevant board
meeting or within 45 (Forty Five) days of the respective quarter whichever is earlier;
B. updated list of the names and addresses of the Debenture Holders;
C. details of the interest/ coupon/ premium due, but unpaid and reasons thereof;
D. details of payment of interest made on the Debentures in the immediately preceding calendar quarter;
E. the number and nature of grievances pending at the beginning of the quarter, the number and nature of
grievances received from the Debenture Holders during the quarter and resolved/disposed off by the
Company in the quarter and those remaining unresolved by the Company and the reasons for the same
by the Company;
F. certificate on quarterly basis from the independent chartered accountant certifying the value of the book
debts/receivables;
G. certificate from the statutory auditor/ independent chartered accountant (as required under Applicable
Law) on half yearly basis certifying maintenance of the security cover, the value of the Receivables
charged in favour of the Debenture Trustee for securing the Debentures and compliance with the
covenants set out in the Shelf Placement Memorandum/ Supplemental Placement Memorandum, along
with the half-yearly financial results;
H. a statement that the Secured Assets are sufficient to discharge the claims of the Debenture Holders as
and when they become due;
I. statement that the quarterly compliance report on corporate governance (if applicable) has been
submitted to the Exchange, in the format prescribed by SEBI, within the time lines prescribed in the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; and
J. such other information as required under the SEBI Regulations, as amended from time to time, and
under other Applicable Law and such other information, as required by the Debenture Trustee;
(xvii) promptly inform the Debenture Trustee about any change in the composition of its board of directors which may
amount to change in control as defined in SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
2011, as amended from time to time; submit to the Exchange for dissemination, along with the quarterly/ annual
financial results, a quarterly/ annual communication, along with the Debenture Trustee’s letter of noting of the
following information, as applicable :
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(xviii) promptly and expeditiously attend to and redress the grievances, if any, of the Debenture Holders;
(xix) comply with all the provisions, including furnishing of all such information as mentioned in the Securities and
Exchange Board of India (Debenture Trustees) Regulations, 1993, the SEBI NCS Regulations, Operational
Circular, the simplified listing agreement issued in terms of notification CIR/CFD/CMD/6/2015, issued by the
SEBI and as amended from time to time, Issuance of Non-convertible Debentures (Reserve Bank) Directions,
2010, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companies Act and
rules framed thereunder as amended from time to time and/or any other Applicable Law issued, from time to
time (hereinafter collectively referred to as the “Guidelines”) read with the Shelf PM and the Supplemental
PM;
(xx) issue a press release (and place the same on its website and with credit rating agencies) to inform the Debenture
Holders of any failure to make a timely repayment of the Debenture Obligations or to create charge on Secured
Assets or of any revision of credit rating assigned to the Debentures;
(xxi) submit details of all orders, directions, notices, of any court/tribunal that have Material Adverse Effect on the
Secured Assets;
(xxii) submit to the Debenture Trustee, a copy of all notices, resolutions and circulars relating to:
A. new issue of non-convertible debt securities at the same time as they are sent to shareholders/ holders
of non-convertible debt securities;
B. the meetings of holders of non-convertible debt securities at the same time as they are sent to the
holders of non-convertible debt securities or advertised in the media including those relating to
proceedings of the meetings;
(xxiii) notify the Debenture Trustee of any Event of Default (and the steps, if any, being taken to remedy it) promptly
upon becoming aware of its occurrence.
(xxiv) in addition to the requirements as specifically set out in this Deed, provide all relevant documents/ information/
reports/ certificates etc., as may be required to be furnished to the Debenture Trustee by the Company and/or as
may be required by the Debenture Trustee for furnishing relevant information to SEBI or relevant stock
exchanges, as per the timelines and requirements set out in the SEBI circulars dated November 12, 2020 and
bearing reference number EBI/ HO/ MIRSD/ CRADT/ CIR/ P/ 2020/230 and dated May 19, 2022 bearing
reference SEBI/HO/MIRSD_CRADT/CIR/P/2022/67;
(xxv) The Debenture Trustee shall carry out due diligence on continuous basis to ensure compliance by the Company,
with the provisions of the Act, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
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SEBI NCS Regulations, Operational Circular, the Securities and Exchange Board of India (Debenture Trustees)
Regulations, 1993, the listing agreement of the Exchange(s) where the Debentures are listed, this Deed and any
other Applicable Law;
(xxvi) For the purpose of carrying out the due diligence as required in terms of the hereunder, the Debenture Trustee,
either through itself or its agents /advisors/consultants, shall have the power, after giving prior notice of atleast 5
(five) Business Days, to examine, at business hours, the books of accounts of the Company and to have the
Company’s assets inspected by its officers and/or external auditors/valuers/consultants/lawyers/technical
experts/management consultants appointed by the Debenture Trustee;
(xxvii) promptly disclose and furnish to the Debenture Trustee, all documents/ information about or in relation to the
Company or the Debentures, as requested by the Debenture Trustee to fulfil its obligations hereunder or to
comply with any Applicable Law, including in relation to filing of its reports/ certification to stock exchange
within the prescribed timelines;
(xxviii) not declare any dividend to the shareholders in any year until the Company has paid or made satisfactory
provision for the payment of the installments of principal, interest due and payable on the Debentures or until
any other condition prescribed under any of the Applicable Law has been met, as the case maybe; and
(xxix) within the timeline as agreed with the prospective holders of Debentures or timelines provided under Applicable
Law, whichever is earlier, make the relevant filings (if any) that the Company is required to make with the
Registrar of Companies/SEBI/ Central Registry of Securitisation Asset Reconstruction and Security Interest of
India and provide the details regarding the same to the Debenture Trustee
ISSUANCE OF DEBENTURES
Notwithstanding anything to the contrary set out in the Debenture Trust Deed, the Debentures proposed to be issued in
terms of the Debenture Trust Deed may be issued in multiple Series, Tranches or sub Tranches and upon such detailed
terms and condition, including but not limited to those relating to nature, security, ranking, redemption terms of the
relevant Debentures, which shall be set out in detail in the relevant Shelf PM and the Supplemental PM issued by the
Company in this regard.
Further, pursuant to the terms of the SEBI NCS Regulations and the Operational Circular, the Company shall be entitled
to issue market linked debentures in terms of this Deed and accordingly, in the event any specific disclosures are to be
made by the Company, the Company shall make such disclosures in the relevant Shelf PM and/or the Supplemental PM
issued in relation to the such market linked debentures.
The Debentures shall, between the Debenture Holders of each Series / Tranche, inter-se rank pari passu without any
preference or priority of one over the other or others of them whatsoever. The security shall, between the Holder(s) of the
Debentures of all the Series / Tranches, inter-se rank pari passu without any preference or priority whatsoever.
Subject to any obligations preferred by mandatory provisions of the law prevailing from time to time, the Debentures
shall also, as regards the principal amount of Debentures, interest and all other monies secured in respect of the
Debentures, rank pari passu with all other present and future holders of debentures issued by the Company in the same
category.
Interest
The Company shall be liable to pay the Debenture Holders interest/ coupon/ redemption premium on the
series/tranche Debentures at the rate (if any) specified in Placement Memorandum(s) (“Interest Rate” or
“Coupon Rate” or “Redemption Premium”), and such Coupon Rate/Interest Rate/ Redemption Premium shall
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be payable in such manner as specified in the Supplemental PM in respect of the relevant Series / Tranche of the
Debentures.
Payment of interest on the Debenture(s) will be made to those Debenture Holders whose name(s) appear in the
register of debenture holder(s) (or to the first holder in case of joint holders) as on the Record Date fixed by the
Company for this purpose and /or as per the list provided by the Depository to the Company of the beneficiaries
who hold Debentures in demat form on such Record Date, and are eligible to receive interest. Payment will be
made by the Company after verifying the bank details of the Debenture Holders by way of direct credit through
Electronic Clearing Service (ECS), Real Time Gross Settlement (RTGS) or National Electronic Funds Transfer
(NEFT) and where such facilities are not available the Company shall make payment of all such amounts by way
of cheque(s)/demand draft(s)/interest warrant(s), which will be dispatched to the debenture holder(s) by registered
post/ speed post/ courier or hand delivery on or before the Interest Payment Dates as specified in the Placement
Memorandum.
Other than as specified in relation to each Tranche of the Debentures in the Supplemental PM, as and when the
Central Government increases the rate of interest on non-convertible debentures in future, the Company may
increase the rate of interest on the Debentures issued pursuant to the relevant Supplemental PM and take
necessary steps to complete all the required formalities and obtain all the necessary consents from the concerned
authorities for payment of interest at such increased rate.
Payments
Payment of the Redemption Amount of each of relevant Tranche or Series of the Debentures shall be made by cheque or
warrant / demand draft / credit through the RTGS/ ECS/ Direct Credit/ NEFT system to the Debenture Holder(s) and in
case of joint holders to the one whose name stands first in the register of Debenture Holder(s).
Taxation
As per the existing tax laws, tax will be deducted at source at the time of actual payment of interest to the Debenture
Holders at the rate for the time being prescribed by the Income-tax Act, 1961.
Security Cover
The Security Interest created/ to be created in terms of the Transaction Documents for securing the obligations of the
Company in relation to the Debentures shall at all times provide the security cover as required to created and maintained
per the Deed of Hypothecation and the Supplemental PM and any addendum made thereunder on continuous basis.
The Company shall ensure that the security cover as stipulated in the Deed of Hypothecation and the Supplemental PM
is maintained at all times and in the event the security cover being met by the charge created over the Receivables falls
below the stipulated security cover, the Company shall forthwith create charge over such other receivables so as to
maintain the security cover in accordance with the terms of the Deed of Hypothecation.
Further Borrowings
The Company shall be entitled to make further issue of debentures and/or raise further loans and/or avail of further
deferred payment/guarantee facilities from time to time for such amounts and from such persons/public financial
institutions/banks or any other financial corporations or body corporate as it may deem fit and create charge over its
assets in relation to the same. However, until the Debentures are fully redeemed, the Company shall not create any
charge over the Hypothecated Assets without obtaining prior written approval of the Debenture Trustee and the creation
of pari passu charge over such Hypothecated Assets in accordance with the terms of this Deed and the other Transaction
Documents shall not be an Event of Default. Provided that at the time of raising such further issue of debentures and/or
further term loans and/or availing deferred payment credit/guarantee facilities, the Company shall maintain the security
cover stipulated in the Debenture Trust Deed.
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TRANSFER OF DEBENTURES
The Debentures shall be transferable and transmittable in the same manner and to the same extent and be subject to the
same restrictions and limitations as in the case of the listed shares of the Company. The provisions relating to transfer
and transmission in respect of the shares as provided in the articles of association of the Company shall apply mutatis
mutandis to the Debentures.
The Debenture Holders will not be entitled to any of the rights and privileges available to the shareholders including
right to receive notices of or to attend and vote at General Meetings or to receive Annual Reports of the Company.
If, however, any resolution affecting the rights attached to the Debentures is placed before the Shareholders, such
resolution will first be placed before the Debenture Holders for their consideration.
The rights, privileges and conditions attached to the Debentures under a particular Series/Tranche may be varied,
modified or abrogated with the consent in writing of the Super Majority Debenture Holder(s) of that particular
Series/Tranche.
Monetary Benefits
The Company shall agree to revise the terms and conditions relating to any monetary benefit available to the existing
Debenture Holders in case Central Government announces in future any modification/amendment/revision in the
guidelines for the issue of Debentures by public limited companies PROVIDED THAT the monetary benefits relating to
the enhancement of redemption premium, if any, shall be restricted to the proportion the unexpired period bears to the
total term of the Debentures.
(i) The Company shall, subject to Applicable Law and the terms of the Shelf PM and the Supplemental PM as
issued from time to time, have the power exercisable at its sole and absolute discretion to purchase some or all
of the relevant Tranche / Series of the Debentures held by the Debenture Holder(s) at any time prior to the
specified date(s) of redemption from the open market or otherwise. It is clarified that the Company will also
have the power to re-purchase any or all of the Debentures under a particular Series/ Tranche. Such buy-back of
relevant Tranche / Series of the Debentures may be at par or at discount / premium to the face value at the sole
discretion of the Company. The relevant Tranche / Series of the Debentures so purchased may, at the option of
the Company, be cancelled, held or resold. The Company will not be required to make a pro-rata or
proportionate offer to repurchase in the open market from all the Debenture Holder(s) of a relevant
Tranche/Series and shall at its sole and absolute discretion be entitled to purchase the Debentures from any of
the relevant Debenture Holder(s).
(ii) Where the Company has repurchased / redeemed any such relevant Tranche / Series of the Debentures, if
permissible under and subject to the provisions of the Companies Act, Rules and Regulations thereunder and
other Applicable Law as may be amended from time to time, the Company shall have and shall be deemed
always to have had the right to keep such relevant Tranche / Series of the Debentures alive for the purpose of
reissue and in exercising such right, the Company shall have and shall be deemed always to have had the power
to reissue such relevant tranche or series of the Debentures, either by reissuing the same relevant Tranche/
Series of the Debentures or by issuing other debentures in their place, in either case, at such a price and on such
terms and conditions (including any variations, dropping of or additions to any terms and conditions originally
stipulated) as the Company may deem fit.
The Company shall appoint the Debenture Trustee as trustee for the Debenture Holders pursuant to the Debenture
Trustee Agreement.
The Debenture Trustee accepts the trust created and agrees to perform the same, but only upon the terms and provisions
of the Transaction Documents.
The Debenture Trustee shall be answerable to and accountable to the Debenture Holders for any loss in relation to the
Transaction Documents or any part thereof or any rights in respect thereto only under circumstances arising out of its
wilful misconduct, default, gross negligence, fraud, breach of and/ or a failure to comply with the terms and conditions
of the Transaction Documents or any other agreement by which the Debenture Trustee may be bound or express
instructions of the Majority Debenture Holders or any of their representatives, agents, nominees or officers.
Resignation
The Debenture Trustee may, at any time, without assigning any reason and without being responsible for any loss or
costs occasioned thereby, but after giving not less than 30 (Thirty) days’ notice, resign as the trustee, provided that it
shall continue to act as Debenture Trustee until a successor trustee is appointed by the Company. A successor trustee
appointed in accordance with this Clause - Successor Trustee as the Debenture Trustee, shall in the Debenture Trust
Deed be referred to as “Successor Trustee”. In this Clause, the references to the term ‘appointment’ and its cognate
variations when used in relation to the Successor Trustee, shall mean and include not only such appointment but also the
acceptance of such appointment and of the trust by such Successor Trustee.
The Company shall, upon receipt of notice of resignation issued by the Debenture Trustee, take prompt steps to appoint
another entity competent to act as trustee for the Debenture Holder(s) in place of the Debenture Trustee. The Company
shall appoint the Successor Trustee within the aforesaid notice period failing which the Debenture Holders shall appoint
the Successor Trustee by passing a resolution of the Super Majority Resolution.
Removal
The Debenture Holder(s) may for sufficient cause but, after giving not less than 60 (Sixty) days’ notice in writing,
remove the Debenture Trustee by passing a resolution of the Super Majority Debenture Holder to that effect, and by the
same resolution nominate an entity competent to act as their Debenture Trustee and require the Company to appoint such
entity as the Successor Trustee. The Company shall within 15 (Fifteen) days of receipt of such resolution passed by the
Debenture Holders take all necessary steps to appoint the entity named in the resolution as the Successor Trustee and
complete all necessary formalities to give effect to such appointment. The Debenture Holders shall provide a copy of
such resolution to the Company within 15 (Fifteen) days from the date of passing of such resolution.
Any entity whether body corporate or otherwise which is registered as a debenture trustee with the SEBI may be
appointed as Debenture Trustee. Whenever there shall be more than two Debenture Trustee hereof the majority of such
Debenture Trustee shall be entitled to exercise the powers, authorities and discretions hereby vested in the Debenture
Trustee.
Upon appointment of the Successor Trustee pursuant to the preceding Clauses - (Resignation) or (Removal) herein, all
references in the Debenture Trust Deed to the Debenture Trustee shall unless repugnant to the subject or context thereof,
be deemed to mean and refer to the Successor Trustee and the Successor Trustee shall without any further act or deed
succeed to all the powers, authorities responsibilities and liabilities of the Debenture Trustee as if it had been originally
appointed as the Debenture Trustee.
The remuneration of the Debenture Trustee shall be as per the terms of the Debenture Trustee Consent Letter issued by
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(a) The Debenture Trustee shall, subject to these presents, perform its duties and obligations, and exercise its rights and
discretions, in keeping with the trust reposed in the Debenture Trustee by the Debenture Holder(s), and shall further
conduct itself, and comply with the provisions of the Indian Trusts Act, 1882, SEBI rules and requirements, the
requirements provided for under Companies (Share Capital and Debentures) Rules, 2014, and all other Applicable
Laws;
(b) The Debenture Trustee shall carry out all its obligations, duties and functions as the debenture trustee in accordance
with the terms set out in the Transaction Documents and where the same is silent or contrary to any other provision
of the Transaction Documents, on the instructions of the Majority Debenture Holder(s);
(c) As required by Applicable Law or under the Transaction Documents or upon the request of any Debenture Holder,
the Debenture Trustee shall provide to the Debenture Holder(s) the details of all information (as well all documents/
certificates/ reports) provided by the Company to the Debenture Trustee in relation to the Tranche/Series or
pursuant to the terms of the Transaction Documents;
(d) the Debenture Trustee shall not do any act, deed or thing which is prejudicial or detrimental to the interest of the
Debenture Holder(s);
(e) the Debenture Trustee shall do any act, deed or thing or refrain from doing any act, deed or thing, which may be
reasonably expected of the Debenture Trustee under the given circumstances at that point in time, in exercise of its
rights and the performance of its duties and obligations under the Debenture Trust Deed and the other Transaction
Documents;
(f) all monies received by the Debenture Trustee hereunder (or pursuant to the other Transaction Documents) for the
benefit of the Debenture Holder(s) shall be kept segregated from the other assets of the Debenture Trustee; provided
however the Debenture Trustee shall not be liable to make payment of any interest thereon;
(g) the Debenture Trustee shall covenant to keep all customary books and records relating to the receipt and
distribution of all moneys which it may receive or be entitled to hereunder or under any agreement, document or
instrument contemplated. The Debenture Trustee, upon written request of the Debenture Holder(s), will furnish the
Debenture Holder(s) with all such information as may be required from the Debenture Trustee in connection with
the preparation of tax reports and tax returns with respect to taxes due and payable by the trust created in
connection with the transactions contemplated, by the Transaction Documents or any other agreement, document or
instrument referred to herein;
(h) the Debenture Trustee shall keep copies of all reports and returns delivered to it by the Company or filed by it on
behalf of the Company, all at the cost of the Company;
(i) the Debenture Trustee shall ensure the implementation of the conditions regarding creation of the security for the
Debentures, if any, creation registration thereof with Registrar of Companies and Central Registry of Securitisation
Asset Reconstruction and Security Interest of India within the timelines prescribed by law, recovery expense fund
(as applicable) and the Debenture Redemption Reserve (as applicable);
(j) the Debenture Trustee shall carry out due diligence on continuous basis to ensure compliance by the Company, with
the provisions of the Act, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI
NCS Regulations, Operational Circular, the Securities and Exchange Board of India (Debenture Trustees)
Regulations, 1993, the listing agreement of the Exchange(s) where the Debentures are listed, this Deed and any
other Applicable Law; and
(k) for the purpose of carrying out the due diligence as required in terms of the hereunder, the Debenture Trustee, either
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through itself or its agents /advisors/consultants, shall have the power, after giving prior notice of atleast 5 (five)
Business Days, to examine, at business hours, the books of account of the Company and to have the Company’s
assets inspected by its officers and/or external auditors/valuers/consultants/lawyers/technical experts/management
consultants appointed by the Debenture Trustee.
In addition to the other powers conferred on the Debenture Trustee and provisions for their protection and not by way of
limitation or derogation of anything in these presents contained nor of any statute limiting the liability of the Debenture
Trustee, IT IS EXPRESSLY DECLARED as follows:-
(a) the Debenture Trustee may, in relation to these presents, act on the opinion or advice of or any information obtained
from any solicitor, counsel, advocate, valuer, surveyor, broker, auctioneer, qualified accountant or other expert
whether obtained by the Company or by the Debenture Trustee or otherwise and shall not be responsible for any
loss occasioned by so acting. Any such advice, opinion or information and any communication passing between the
Debenture Trustee and their representative or attorney appointed by them may be obtained or sent by letter,
telegram, cablegram, telex or telephonic message;
(b) the Debenture Trustee shall be at liberty to accept a certificate signed by any one of the Directors/authorised
signatories of the Company as to any act or matter prima facie within the knowledge of the Company as sufficient
evidence thereof and a certificate to the effect that any particular dealing or transaction or step or thing is in the
opinion of the Director so certifying expedient as sufficient evidence that it is worth that sum or so suitable and a
like certificate to the effect that any particular dealing or transaction or step or thing is in the opinion of the Director
so certifying expedient as sufficient evidence that it is expedient and the Debenture Trustee shall not be bound in
any such case to call for further evidence or be responsible for any loss that may be occasioned by their failing to do
so. However, if the Debenture Trustee has cause to believe that any certificate received has errors and wrongful
facts, then the Debenture Trustee shall cause an independent verification of the same;
(c) the Debenture Trustee shall have the right to rely on notices, communications, advertisement, website information
of the Company and any other related party with respect to Debentures etc.;
(d) other than as expressly set out in the Transaction Documents, the Debenture Trustee shall not be bound to take any
steps to ascertain whether any Event of Default has happened upon the happening of which the rights under the
Debentures becomes enforceable;
(e) save as herein otherwise expressly provided the Debenture Trustee shall, as regards, all trusts, powers, authorities
vested in them have discretion, in consultation with the Debenture Holder(s), if required, as to the exercise thereof
and to the mode and time of exercise thereof;
(f) the Debenture Trustee shall not be bound to give notice to any Person of the execution hereof or to see to the
performance or observance of any of the obligations imposed on the Company or in any way to interfere with the
conduct of the Company's business unless and until an Event of Default shall have occurred and the Debenture
Trustee (acting on the instructions of the Super Majority Debenture Holders) shall have determined to enforce the
same;
(g) the Debenture Trustee shall be at liberty to keep these presents and all deeds at its office in the place where the
Debenture Trust Deed is executed or elsewhere or if the Debenture Trustee so decides with any banker or company
whose business includes undertaking the safe custody of documents or with any advocates or firm of solicitors and
the Debenture Trustee may pay all sums required to be paid on account of or in respect of any such deposit;
provided all such documents shall be kept in the state of where it is executed;
(h) save as herein otherwise expressly provided the Debenture Trustee shall, as regards all trusts, powers, authorities
and discretions vested in them, have absolute and uncontrolled discretion as to the exercise thereof and to the mode
and time of exercise thereof and shall not be responsible for any loss, costs, charges, expenses or inconvenience that
may result from the exercise or non-exercise thereof and in particular they shall not be bound to act at the request or
direction of the Debenture Holder(s) under any provisions of these presents unless sufficient monies shall have been
provided or provision to the satisfaction of the Debenture Trustee made for providing the same and the Debenture
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Trustee is indemnified to their satisfaction against all further costs, charges, expenses and liability which may be
incurred in complying with such request or direction;
(i) with a view to facilitating any dealing under any provision of these presents the Debenture Trustee shall have full
power to consent (where such consent is required) to a specified transaction or class of transactions conditionally;
(j) the Debenture Trustee shall have full power to determine all questions and doubts arising in relation to any of the
provisions hereof and every such determination bona fide made (whether or not the same shall relate wholly or
partially to the acts or proceedings of the Debenture Trustee) shall be conclusive and binding upon all Persons
interested hereunder;
(k) subject to the provisions of section 71(7) of the Act and Rule 18 (3) of the Companies (Share Capital and
Debentures) Rules, 2014, the Debenture Trustee shall not be responsible for the consequences of any mistake,
oversight or error of judgment or forgetfulness or want of prudence on their part or on the part of any attorney,
receiver or any person appointed by them and shall not be responsible for any misconduct on account of any person
appointed by them or be bound to supervise the proceedings of any such appointee;
(l) the Debenture Trustee shall be responsible for acts and omissions of its employees performed during the normal
course of its business;
(m) the Debenture Trustee shall not be responsible for the monies paid by applicants for the Debentures or be bound to
see to the application thereof;
(n) the Debenture Trustee shall not be responsible for acting upon any resolution purporting to have been passed at any
meeting of the Debenture Holder(s)/Beneficial Owner(s) in respect whereof minutes have been made and signed
even though it may subsequently be found that there was some defect in the constitution of the meeting or the
passing of the resolution or that for any reason the resolution was not valid or binding upon the Debenture-
holder(s)/Beneficial Owner(s);
(o) without prejudice to the rights to indemnify by Applicable Law given to the Debenture Trustee, the Debenture
Trustee and every receiver, attorney, manager appointed by them shall subject to the provisions of the Act be
entitled to be indemnified out of properties charged/to be charged to the Debenture Trustee in respect of all
liabilities and expenses incurred by them or him in the execution or purported execution of the powers and trusts
thereof and against all actions, proceedings, costs, claims and demands in respect of any matter or thing done or
omitted in anywise relating to the properties charged/to be charged to the Debenture Trustee and the Debenture
Trustee may retain and pay out of any monies in their hands the amount of any liabilities and expenses necessary to
effect such indemnity and also remuneration of the Debenture Trustee as herein provided and the Debenture Trustee
shall have a lien on the properties charged/to be charged to the Debenture Trustee for all money payable to them
arising out of or in connection with these presents or the issue of the debentures;
(p) the Debenture Trustee and its employees shall not be liable for anything whatsoever except a breach of trust
knowingly and intentionally committed by the Debenture Trustee;
(q) the Debenture Trustee and its employees shall not be liable for any default, omission or delay in performing or
exercising any of the powers or trusts expressed in these presents or contained or any of them or in enforcing the
covenants contained therein or any of them or in giving notice to any person or persons of the execution thereof or
in taking any other steps which may be necessary, expedient or desirable for the purpose of perfecting or enforcing
the security for the Debentures or for any loss or injury which may be occasioned by reason thereof unless the
Debenture Trustee shall have been previously requested by notice in writing to perform, exercise or do any of such
steps as aforesaid by the holder(s) representing not less than three-fourths of the nominal amount of the debentures
for the time being outstanding or by a special resolution duly passed at a meeting of the Debenture
Holder(s)/Beneficial Owner(s) and the Debenture Trustee shall not be bound to perform, exercise or do any such
acts, powers or things or to take any such steps unless and until sufficient moneys shall have been provided or
provision to the satisfaction of the Debenture Trustee made for providing the same by or on behalf of the Debenture
Holder(s)/Beneficial Owner(s) or some of them in order to provide for any costs, charges and expenses which the
Debenture Trustee may incur or may have to pay in connection with the same and the Debenture Trustee is
indemnified to their satisfaction against all further costs, charges, expenses and liabilities which may be incurred in
complying with such request
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PROVIDED NEVERTHELESS that nothing contained in this clause shall exempt the Debenture Trustee from or
indemnify them against any liability for breach of trust nor any liability which by virtue of any rule or law would
otherwise attach to them in respect of any negligence, default or breach of trust which they may be guilty of in
relation to their duties hereunder.
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(i) That the Company shall appoint Catalyst Trusteeship Limited as the Debenture Trustee for the benefit of and acting on
behalf of the Debenture holders of of the relevant Debentures to be issued by the Company from time to time; and
Catalyst Trusteeship Limited shall agree to act as the debenture trustee for benefit of and on behalf of the Debenture
Holders in accordance with the provisions of the Transaction Documents, subject to the completion of due diligence of
all relevant information pertaining to the assets of the Company and Security Interest to be created to secure the
Debentures, to the satisfaction of the Debenture Trustee.. The Debenture Trustee and the Company shall also enter into
the Debenture Trust Deed and such other Transaction Documents as may be required from time to time in relation to the
Debentures. Notwithstanding anything to the contrary, the Debenture Trustee shall not act on any instructions of the
Company and shall at all times only act in accordance with the instruction of the Debenture Holders in accordance with
the Debenture Trust Deed and other Transaction Documents..
(ii) The Debenture Trust Deed shall be finalized by the relevant parties thereto and consist of two parts: Part A containing
statutory/standard information pertaining to the debt issue inter alia consisting of clauses pertaining to Form SH-12 as
near thereto as possible and in terms of Rule 18(5) of the Companies (Share Capital and Debentures) Rules, 2014; and
Part B containing details specific to the particular debt issue..
(iii) As the Debentures are to be secured, the Company shall create/ procure to create the security over the Hypothecated
Assets of the Company within the time period agreed in the Debenture Trust Deed and on such terms and conditions as
disclosed in the Placement Memorandum and the Transaction Documents and execute the Debenture Trust Deed and
other necessary Transaction Documents as approved by the Debenture Trustee, within the time frame prescribed for the
Debentures in the Applicable Laws and the same would be uploaded on the website of the Exchange, where the
Debentures have been listed, simultaneous with the submission of the listing application for the Debentures. The
Security Interest created pursuant to the Transaction Documents shall be registered with Sub-Registrar, Registrar of
Companies, Central Registry of Securitization Asset Reconstruction and Security Interest (“CERSAI”), depository or
any other institution, as applicable, within 30 days of creation of charge.
(iv) The Company shall comply with the provisions of SEBI Regulations, RBI Regulations debt listing agreement, Act and
other applicable provisions under Applicable Laws (“Relevant Laws”) in connection with the issuance, allotment, listing
and ensuring continued compliance of the Debentures until the redemption in full of the Debentures.
(v) The Company shall declare and confirm that the Company, or the person in control of the Company and/ or its promoter
have not been restrained or prohibited or debarred by the SEBI from accessing the securities market or dealing in
securities.
(vi) The Company shall declare and confirm that the proposal to create a charge or security in respect of Debentures has
been/shall be disclosed in the relevant Placement Memorandum.
(vii) The Company shall confirm that the Company is duly authorised to enter into the Debenture Trustee Appointment
Agreement and each of the other Transaction Documents pertaining to the issue of the Debentures. The Company is
validly existing and in good standing under the laws of India and each of the obligations contained herein shall be legal,
valid and binding obligation enforceable against the Company.
(viii) Documents required to be submitted prior to or simultaneously with execution of this Agreement:
The Company shall ensure that the requisite information and documents, as required by the Debenture Trustee have been
submitted to the satisfaction of the Debenture Trustee for carrying out the requisite due diligence as required in terms of
the Relevant Laws including in connection with verification of the security / contractual comforts and the required asset
cover for the Debentures, simultaneously with or prior to the execution of this Agreement. Without prejudice to the
aforesaid, the Company shall provide to the Debenture Trustee on or prior to date of execution of the Debenture Trustee
Appointment Agreement, all the information and documents as set out in Annexure A of the Debenture Trustee
Appointment Agreement as applicable.
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(a) The Debenture Trustee, either through itself or its agents /advisors/consultants, shall carry out requisite diligence to
verify the status of encumbrance and valuation of the assets and whether all permissions or consents (if any) as may
be required to create the security as stipulated in the Transaction Documents and the Relevant Laws, has been
obtained. For the purpose of carrying out the due diligence as required in terms of the Relevant Laws, the
Debenture Trustee, either through itself or its agents /advisors/consultants, shall have the power to examine the
books of account of the Company and to have the Company’s assets inspected by its officers and/or external
auditors/ valuers/ consultants/ lawyers/ technical experts/ management consultants appointed by the Debenture
Trustee;
(b) The Company shall provide all assistance to the Debenture Trustee to enable verification from the Registrar of
Companies, Sub-registrar of Assurances (as applicable), CERSAI, depositories, information utility or any other
authority, as may be required, where the assets and/or prior encumbrances in relation to the assets of the Company
or any third party security provider for securing the Debentures, are registered / disclosed;
(c) Further, in the event that existing charge holders, the concerned trustee on behalf of the existing charge holders,
have provided conditional consent / permissions to the Company to create further charge on the assets, the
Debenture Trustee shall also have the power to verify such conditions by reviewing the relevant transaction
documents or any other documents executed between existing charge holders and the Company. The Debenture
Trustee shall also have the power to intimate the existing charge holders about proposal of creation of further
encumbrance and seeking their comments/ objections, if any;
(d) Without prejudice to the aforesaid, the Company shall ensure that it provides and procures all information,
representations, confirmations and disclosures as may be required in the sole discretion of the Debenture Trustee to
carry out the requisite diligence in connection with the issuance and allotment of the Debentures, in accordance
with the Relevant Laws; and
(e) The Debenture Trustee shall have the power to either independently appoint, or direct the Company to (after
consultation with the Debenture Trustee) appoint intermediaries, valuers, chartered accountant firms, practicing
company secretaries, consultants, lawyers and other entities in order to assist in the diligence by the Debenture
Trustee. All costs, charges, fees and expenses that are associated with and incurred in relation to the diligence as
well as preparation of the reports/certificates/documentation, including all out of pocket expenses towards legal or
inspection costs, travelling and other costs, shall be solely borne by the Company.
(x) The Company shall pay to the Debenture Trustees so long as they hold the office of the Debenture Trustee, remuneration
for their services as Debenture Trustee in addition to all legal, traveling and other costs, charges and expenses which the
Debenture Trustee or their officers, employees or agents may incur in relation to execution of the Debenture Trust Deed
and all other Transaction Documents and such other expenses like advertisement, notices, letters to Debenture Holders,
and additional professional fees/expenses that would be incurred in case of default. The remuneration of the Debenture
Trustee shall be as per the offer letter No. CL/MUM/22-23/DEB/1437 dated 23 January 2023 as may be
amended/modified from time to time.
Arrears of instalments of annual service charges, if any, and/ or delay in reimbursement of cost, charges and expenses
shall carry interest at the rate of 16% (Sixteen percent) per annum or applicable interest rate under MSME Act,
whichever is higher, from the date of bill till the date of actual payment which shall be payable on the footing of
compound interest with quarterly rests.
(xi) The Company shall promptly furnish all and any information as may be required by the Debenture Trustee, including
such information as required to be furnished in terms of the Relevant Laws and the Debenture Trust Deed on a regular
basis, including without limitation the following documents, as may be applicable:
(a) Placement Memorandum in relation to the issue of Debentures to facilitate the Debenture Trustee to review and
provide comments, if any;
(b) necessary corporate authorisations by way of board resolution and/or shareholder resolution necessary for the
issue and allotment of the Debentures and the creation of Security Interest thereunder;
(c) Certificate issued by the Registrar of Companies in relation to the charge created to secure the Debentures;
(d) Agreement with the registrar to issue;
(e) Letters from credit rating agencies about ratings;
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(f) Proof of credit of the Debenture in favour of the Debenture holders within 30 days of registration of charge
with the Registrar of Companies (in case where the allotment letter has been issued and debenture certificate is
to be issued after registration of charge);
(g) details of depository with whom the Debentures are being held in dematerialised form;
(h) within 180 days from the end of the financial year, latest annual report;
(i) the Debenture Trustee Appointment Agreement;
(j) the Transaction Documents;
(k) Certified true copy of the resolution(s) for allotment of Debentures;
(l) Confirmation/proofs of payment of interest and principal amounts made to the Debenture Holders on due dates
as per the terms of the Debenture Trust Deed and applicable rules and regulations as may be issued by SEBI
including Relevant Laws;
(m) Statutory auditor’s certificate for utilization of funds/issue proceeds;
(n) statutory auditor certificate, on a half yearly basis giving the value of book debt and receivables, including
compliance with the covenants of the Placement Memorandum, in case where listed debt securities are secured
by way of receivables;
(o) information to enable the Debenture Trustee to carry out the necessary due diligence and monitor the security
cover on a quarterly basis within 75 days from the end of each quarter except last quarter of financial year in
which case it should be within 90 days from the end of financial year, and to ensure the implementation of the
conditions regarding creation of security for the debentures, if any, debenture redemption reserve and recovery
expense fund;
(p) Periodical reports / information on quarterly/ half yearly / annual basis as required to be submitted to Exchange
under the SEBI Regulations or debt listing agreement;
(q) beneficiary position reports as provided by the registrar and transfer agent;
(r) in -principal approval for listing of the Debentures from the Exchange;
(s) Listing application along with the required details / annexures submitted to the Exchange;
(t) Due diligence certificate from legal counsel, if any;
(u) Acknowledgement of filing of Placement Memorandum with the Exchange/ Registrar of Companies;
(v) Listing & trading permission from the Exchange;
(w) Details of the recovery expenses fund to be created by the Company in the manner as may be specified by the
SEBI from time to time along with duly acknowledged letter / confirmation from Exchange on the amount of
such fund maintained and the mode of maintenance.
(x) Bank account details of the Company along with copy of pre-authorisation letter issued by Company to it’s
banker in relation to the payment of interest and the Redemption Amount;
(y) insurance policies taken in the name of the Debenture Trustee, if any;
(z) copies of all information required to be provided by the Company under Applicable Law to any Governmental
Authority (including to the Exchange); and
(aa) Such other documents as may be reasonably required by the Debenture Trustee.
(xii) The Company shall agree and confirm that the purpose of the Debentures is not for providing loan to or acquisitions of
shares of any person who is a part of the same group or who is under the same management as the Company.
(a) The Company shall declare that the information and data furnished by the Company to the Debenture Trustee is
true and correct and that the Debenture Trustee may in good faith rely upon the same and shall not be liable for
acting or refraining from acting upon such information or data furnished to it under the Debenture Trustee
Appointment Agreement;
(b) The Company shall confirm that the requisite disclosures made in the Transaction Documents are true and
correct;
(c) All disclosures made in the Transaction Documents with respect to creation of Security Interest shall be in
confirmation with the clauses of the Debenture Trustee Appointment Agreement;
(d) The Company shall undertake and acknowledge that the Debenture Trustee and any other authorized agency
may use, process the information and data disclosed to the Debenture Trustee in the manner as deemed fit by
them in relation to the purpose of the due diligence to be undertaken in relation to the issuance of the
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Debentures; and
(e) The Company shall agree that the Debenture Trustee shall have an unqualified right to disclose to the Debenture
Holders (in accordance with the Applicable Law) information including the credit history and the conduct of the
account(s) of the Company as well as all details in relation to the assets of the Company and all third party
security providers, guarantors and other undertaking providers, in such manner and through such medium as the
Debenture Trustee in its absolute discretion may think fit. The Company agrees that such disclosure shall not be
considered to be breach of confidentiality on the part of the Debenture Trustee.
(i) The Trustee, ipso facto does not have the obligations of a borrower or a principal debtor or a guarantor as to the monies
paid/invested by the Debenture Holders for the Debentures.
(ii) The Company shall declare and confirm that the assets on which the charge is proposed to be created to secure the
Debentures are free from encumbrances and if assets which are required to be charged to secure the Debentures are
already encumbered, the Company has obtained permissions or consent to create pari passu charge on the assets of the
Company from all the existing charge holders.
(iii) The Company shall confirm that all necessary disclosures shall be made in the Placement Memorandum including but
not limited to statutory and other regulatory disclosures.
(iv) The Company shall on or prior to the date of execution of Debenture Trust Deed, provide to the Debenture Trustee, the
bank account details from which the Company proposes to make the payment of Redemption Amount and interest due to
the Debenture holder. Further, the Company shall undertake that it shall preauthorize the Debenture Trustee to seek the
Redemption Amount and interest payment related information from such bank.
(i) All covenants proposed to be included in Debenture Trust Deed (including any side letter, accelerated payment
clause, fees charged by the debenture trustee, etc.) are disclosed in the Placement Memorandum; and
(ii) Terms and conditions of the Debenture Trustee Appointment Agreement including fees charged by the Debenture
Trustee and process of due diligence carried out by Debenture Trustee shall be disclosed under the Placement
Memorandum.
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Balance Sheet
Dec22 Sep 22 (SFL) Mar22
Particulars Mar 21 Mar 20
(SFL)
ASSETS
(1) Financial assets
(a) Cash and cash equivalents 9,696.78 17,896.92 10,662.44 11,050.93 3,088.99
(b) Bank balance other than 7,046.93 7,298.19 5,692.72 5,390.89 4,225.93
(a) above
(c) Derivative financial 636.95 955.61 201.40 169.25 758.73
instruments
(d) Receivables -
(I) Trade receivables 24.93 32.99 5.35 8.92 10.50
(b) Deferred tax assets (net) 1,660.16 1,456.32 869.38 639.14 62.50
LIABILITIES AND
EQUITY
Liabilities
(1) Financial liabilities
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(3) Equity
Equity share capital 374.43 374.43 270.52 253.06 226.88
(a)
Other equity 40,247.38 25,823.74 21,464.23 17,915.43
42,045.80
(b)
Expenses
(i) Finance cost 6,169.29 9,734.31 9,054.26 8,270.26
9,281.25
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166.32
15,745.96
(V) Profit before exceptional items and tax (III - IV) 3,904.15 3,549.25 3,278.01 3,438.67
6,288.50
6,288.50
2,175.82
(557.76)
(IX) Profit for the year from continuing operations (VII-VIII) 2,894.06 2,707.93 2,487.26 2,501.84
4,671.03
4,671.03
Share of other comprehensive income from associates (18.68) -0.03 0.27 0.34
(10.61)
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(ii) Income tax relating to items that will 33.91 40.49 31.29 -
be reclassified to profit or loss 43.75
(XIII) Total Comprehensive income for the year (XI + XII) 4,527.95 2,771.48 2,598.28 2,406.01 2,507.78
Note - (1) The figures for the period after the appointed date for the merger of STFC and the Merged Entities (i.e. April
01, 2022) have been restated to take the effect of merger and are therefore not comparable with figures of STFC for the
corresponding previous year periods or previously reported figures of STFC for the said quarters.
(2) SFL means Shriram Finance Limited
(3) STFC means Shriram Transport Finance Company Limited
(4) Merged Entities means Shriram Capital Limited and Shriram City Union Finance Limited
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Cash and cash equivalents at the end of the year As at Dec 31, As at Sep 30, As at March As at March As at March
2022 (SFL) 2022 (SFL) 31, 2022 31, 2021 31, 2020
i) Cash on hand 133.35 152.70 95.05 79.61 41.24
iii) Balances with banks (of the nature of cash 4,857.42 2,654.78 5,014.78 1,810.59
and cash equivalents) 5,657.33
v) Bank deposit with original maturity less than 3,724.83 4708.45 3,451.53 1,234.78
three months 8,583.76
Note - (1) The figures for the period after the appointed date for the merger of STFC and the Merged Entities (i.e. April
01, 2022) have been restated to take the effect of merger and are therefore not comparable with figures of STFC for the
corresponding previous year periods or previously reported figures of STFC for the said quarters.
(2) SFL means Shriram Finance Limited
(3) STFC means Shriram Transport Finance Company Limited
(4) Merged Entities means Shriram Capital Limited and Shriram City Union Finance Limited
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(ATTACHED SEPARATELY )
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(attached separately)
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Shelf Placement Memorandum
(Attached Separately)
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Shelf Placement Memorandum
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ANNEXURE XII
1. Updated disclosures under Section 3: Regulatory Disclosures of the Shelf Placement Memorandum
Other than to the limited extent set out hereunder, please refer to the Shelf Placement Memorandum for disclosures under the
SEBI Debt Listing Regulations and Companies Act and rules made thereunder.
PART A:
Securities Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 issued vide
circular number SEBI/LAD-NRO/GN/2021/39 dated August 09, 2021, as amended from time to time.
A. A columnar representation of the audited financial statement both on standalone and consolidated basis for a period of
three completed years along with the auditor’s report and the requisite schedules, footnotes, summary etc.
B. Key operational and financial parameters for the last 3 audited years
A summary of Key operational and Financial Parameters derived from IND AS Financial statements on a standalone basis for the
period ended September 2022, Fiscal 2022, Fiscal 2021 and Fiscal 2020 are as follows
Rs. In Lakhs
September
Parameters 2022 - FY23 FY22 (IND AS) FY21 (IND AS) FY20 (IND AS)
(IND AS)
Balance sheet
Total Revenue
3,80,701.13 6,53,039.23 5,73,843.47 5,88,714.49
From operations
3,80,515.31 6,52,675.60 5,73,069.65 5,88,393.59
Other Income
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Total Expenses
2,91,001.30 5,06,914.86 4,34,904.72 4,53,214.39
Total Comprehensive income
66,376.85 1,06,837.39 1,02,409.29 99,162.81
Other Comprehensive Income 830.14
1,782.11 1,314.87 -889.19
Profit/Loss before Tax
89,699.83 1,46,124.37 1,38,938.75 1,35,500.10
Profit/Loss after Tax
67,206.99 1,08,619.50 1,01,094.42 1,00,052.00
Earnings per equity share (Face Value of Rs.10
per equity share)
Basic (Rs.)
100.73 164.16 153.16 151.60
Diluted (Rs.)
99.46 163.17 152.81 151.57
Cash Flow
- - -
Net cash from /(used in) operating activities
2,30,850.91 2,69,797.93 53,621.66 58,567.83
- - -
Net cash from /(used in) investing activities
535.20 52,274.92 1,736.03 19,233.43
Net cash from /(used in) financing activities
1,65,479.93 4,62,276.04 2,27,703.08 33,244.58
Cash and cash equivalents at the beginning of
the year 5,21,731.36 3,81,528.17 2,09,182.78 98,136.94
Cash and cash equivalents at the end of the
period 4,55,825.18 5,21,731.36 3,81,528.17 2,09,182.78
Additional information
Networth
9,47,033.06 8,72,797.45 7,90,543.07 7,06,885.25
Cash and cash equivalents
4,55,825.18 5,21,731.36 3,81,528.17 2,09,182.78
Investments
2,29,423.91 1,83,628.24 1,01,732.24 73,413.97
Assets Under Management as per Ind AS (2)
36,04,795.10 33,10,360.67 29,46,518.91 28,65,652.55
Off Balance Sheet Assets as per Ind AS (2)
6,953.56 8,215.46 10,581.09 42,847.45
Total Borrowings
32,31,201.81 30,63,181.56 25,56,530.92 23,16,583.92
Interest Income
3,63,752.60 6,21,422.90 5,57,155.86 5,69,715.83
Finance cost
1,41,411.26 2,53,252.52 2,13,388.43 2,14,044.86
Total Debts to Total assets
0.76 0.76 0.75 0.75
Debt Service coverage ratio N.A N.A N.A N.A
Interest coverage ratio N.A N.A N.A N.A
Provisioning & Write offs
45,281.40 88,765.58 85,085.60 88,371.12
Bad Debts to Accounts receivable ratio N.A N.A N.A N.A
Stage 3 Assets as a percentage of Total Loan
assets as per Ind AS(gross of 5.93% 6.31% 6.37% 7.90%
Provisions)(Percent)(4)
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A summary of Key operational and Financial Parameters derived from IND AS Financial statements on a
consolidated basis for the period ended September 2022, Fiscal 2022, Fiscal 2021 and Fiscal 2020 are as follows
Rs. In Lakhs
September 2022 -
Parameters FY22 (IND AS) FY21 (IND AS) FY20 (IND AS)
FY23 (IND AS)
Balance Sheet
Total revenue
4,15,956.65 7,05,994.98 6,16,188.06 6,23,915.35
From Operations
4,15,726.82 7,05,543.26 6,15,097.69 6,23,310.82
Other Income
229.83 451.72 1,090.37 604.53
Total Expenses
3,17,396.73 5,49,135.15 4,68,386.88 4,83,266.93
Total Comprehensive Income
73,022.69 1,14,706.96 1,09,088.75 1,02,438.80
- - -
Other Comprehensive Income
832.25 1,767.71 1,317.21 882.46
Profit/ loss before Tax
98,559.92 1,56,859.83 1,47,801.18 1,40,648.42
Profit / loss after Tax
73,878.37 1,16,474.67 1,07,771.54 1,03,321.26
Earnings per equity share (face value
Rs. 10/- per equity share)
Basic
109.28 174.07 161.13 154.95
Diluted
107.91 173.02 160.76 154.92
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Cash Flow
Net cash from / (used in) operating - - -
activities 3,08,934.37 3,86,127.34 1,95,139.82 44,588.22
Net cash from / (used in) investing - -
activities 6,816.82 13,377.59 7,193.67 25,909.83
Net cash from / (used in) financing
activities 2,59,567.00 5,34,772.02 3,55,534.02 53,971.67
Additional Information
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(1) Net worth as defined in Section 2(57) of the Companies Act, 2013 means the aggregate value of the paid-up share capital and all the
reserves created out of the profits, securities premium account and debit or credit balance of the 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.
(2) Asset Under Management as per IND AS - Total loan assets and loan assets assigned which continue to be serviced by the transferor.
(3) Off - balance sheet assets as per IND AS: Hypothecated loans assigned till date, which continue to be serviced by the transferor.
(4) Stage 3 Assets as a percentage of Total Loan Assets as per IND AS (gross of Provisions): Stage 3 Assets includes financial assets that
have objective evidence of impairment at the reporting date as defined under IND AS.
(5) Stage 3 Assets net of Stage 3 Provisions.
C. Details of any other contingent liabilities of the Issuer based on the last audited financial statements including amount and
nature of liability.
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2022
PART B
Disclosures under Operational Circular issued by Securities Exchange Board of India vide circular number
SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021, as amended from time to time.
Please refer to Schedule 1 for Shriram City Union Finance Limited for details pursuant to the other disclosures under the SEBI
Debt Listing and the Operational Circular issued by Securities Exchange Board of India vide circular number
SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021.
Please refer to Shelf Placement Memorandum for details pursuant to the other disclosures under the SEBI Debt Listing and the
Operational Circular issued by Securities Exchange Board of India vide circular number SEBI/HO/DDHS/P/CIR/2021/613 dated
August 10, 2021 for Shriram Transport Finance Company Limited.
PART C
Disclosures under Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014
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SCHEDULE 1
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5. Details of Borrowers Geographical location wise Please refer to para (x) below
6. Details of Gross NPA Segment wise Please refer to para (xii) below
7. Details of Assets and Residual maturity profile wise into Please refer to para (xiii) below
Liabilities several buckers
8. Disclosure of latest ALM Please refer to Schedule 9
statements to stock
exchange
(i) Details of loans, overdue and classified as non-performing in accordance with RBI stipulations;
(ii) A portfolio summary with regard to industries/ sectors to which borrowings have been made:
(iii) NPA exposures of the issuer for the last three financial years (both gross and net exposures) and provisioning made for the
same as per the last audited financial statements of the Issuer.
(iv) Quantum and percentage of secured vis-à-vis unsecured borrowings made; and
(v) Any change in promoters’ holdings during the last financial year beyond the threshold, as prescribed by RBI.
(vii) Denomination of loans outstanding by loan-to-value for secured loans as on September 30, 2022:
Percentage of AUM
Sr. No. Segment-wise break-up of AUM
1 Retail
A Mortgages (home loans and loans against property)
B Gold loans 12.29%
C Vehicle finance 27.47%
D MFI
E MSME 41.67%
F Capital market funding (loans against shares, margin
funding)
G Others 18.57%
2 Wholesale
A Infrastructure
B Real estate (including builder loans)
C Promoter funding
238
Shelf Placement Memorandum
Sr. No. Ticket size (at the time of origination)* Percentage of AUM
1 Upto Rs. 2 lakh 53.05%
2 Rs. 2-5 lakh 8.76%
3 Rs. 5 - 10 lakh 9.50%
4 Rs. 10 - 25 lakh 17.53%
5 Rs. 25 - 50 lakh 4.22%
6 Rs. 50 lakhs - 1 crore 3.38%
7 Rs. 1 - 5 crore 3.21%
8 Rs. 5 - 25 crore 0.35%
9 Rs. 25 - 100 crore 0.00%
10 >Rs. 100 crore 0.00%
Total 100%
* Only Secured loans AUM considered
(xi) Details of loans overdue and classified as non-performing in accordance with RBI’s stipulations:
239
Shelf Placement Memorandum
(xiii) Residual maturity profile of assets and liabilities (in line with the RBI format) as on September 30, 2022:
(Rs. in lakhs)
Particulars 0 to 7 8 to 15 to Over 1 Over 2 Over Over Over Over Over Total
days 14 30/31 month month 3 6 1 year 3 5
days Days upto 2 s upto month Month & up to years years
Month 3 s s 3 & up
s Month & up & up years to 5
s to 6 to 1 years
Month year
s
Deposits 2,906.1 4,044. 11,54 15,852. 18,217. 55,295. 117,15 372,771. 152,77 - 750,562.
9 85 4.17 56 49 14 6.48 62 4.31 81
Advances* 168,94 49,88 66,05 170,09 177,44 496,62 808,14 1,049,86 252,89 154,64 3,394,58
0.73 1.96 5.90 2.60 4.83 9.41 0.90 1.21 9.73 1.12 8.39
Investments - 927.7 7,492. 1,561.3 25,308. 297.67 9,792.5 65,940.9 45,627. 72,475. 229,423.
8 32 5 53 7 2 32 45 91
Borrowings 8,696.8 5,441. 33,37 77,970. 144,52 344,17 658,68 925,850. 133,18 148,74 2,480,63
6 03 8.87 82 0.23 2.72 6.38 55 1.35 0.19 9.00
Foreign Currency - - - - - - - - - - -
assets
Foreign Currency - - - - - - - - - - -
liabilities
240
Shelf Placement Memorandum
SCHEDULE 2
Other than to the limited extent set out hereunder, please refer to the Shelf Placement Memorandum and Section 3 of this
Shelf Placement Memorandum for disclosures pursuant to Rule 14 of Companies (Prospectus and Allotment of Securities)
Rules, 2014.
A. Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of –
(a) Statutory dues
(b) Debentures and interest thereon:
(c) Deposits and interest thereon:
(d) Loan from any bank or financial institution and interest thereon:
For Shriram Transport Finance Company Limited and Shriram City Union Finance Limited
NIL
B. Any Default in Annual filling of the Company under the Companies Act, 2013 or the rules made there under: -
For Shriram Transport Finance Company Limited and For Shriram City Union Finance Limited
NIL
i) Financial Position of the Company for For Shriram Transport Finance Company Limited and Shriram City Union
the last 3 Financial Year Finance Limited
v) Price at which the security is being Please refer to Section 3 of this Shelf Placement Memorandum
offered including the premium, if any,
along with justification of the price
vi) Name and address of the valuer who Not Applicable. The Debentures are being issued at par.
performed valuation of the security
offered, and basis on which the price has
been arrived at along with report of the
registered valuer.
vii) Relevant date with reference to which Not Applicable
the price has been arrived at; (Relevant
date means a date at least thirty days prior
to the date on which the general meeting
of the company is schedule to be held)
viii) The class or classes of persons to Please refer to the provisions regarding ‘Who can Apply’ under the Shelf
whom the allotment is proposed to be Placement Memorandum.
made;
ix) Intention of promoters, directors or
Not Applicable
key managerial personnel to subscribe to
241
Shelf Placement Memorandum
Please refer to Part C of Section 3 of this Shelf Placement Memorandum for the shareholding pattern of Shriram Transport
Finance Company Limited.
242
Shelf Placement Memorandum
Any financial or other material interest of the directors, For Shriram Transport Finance Company Limited and Shriram
promoters or key managerial personnel in the Issue and the City Union Finance Limited
effect of such interest in so far as it is different from the
interests of other persons NIL
Details of any litigation or legal action pending or taken by For Shriram Transport Finance Company Limited and Shriram
any Ministry or Department of the Government or a statutory City Union Finance Limited
authority against any Promoter of the Company during the
last 3 (three) years immediately preceding the year of the NIL
circulation of this Placement Memorandum and any direction
issued by such Ministry or Department or statutory authority
upon conclusion of such litigation or legal action shall be
disclosed
Remuneration of directors (during the current year and last 3 Please refer Part 3 of Shelf Placement Memorandum
(three) financial years)
Related party transactions entered during the last 3 (three) For Shriram Transport Finance Company Limited and Shriram
financial years immediately preceding the year of circulation City Union Finance Limited
of this Placement Memorandum including with regard to
loans made or, guarantees given or securities provided Annexure X
Summary of reservations or qualifications or adverse remarks For Shriram Transport Finance Company Limited and Shriram
of auditors in the last 5 (five) financial years immediately City Union Finance Limited
preceding the year of circulation of this Placement
Memorandum and of their impact on the financial statements NIL
and financial position of the Company and the corrective
steps taken and proposed to be taken by the Company for
each of the said reservations or qualifications or adverse
remark
Details of any inquiry, inspections or investigations initiated For Shriram Transport Finance Company Limited and Shriram
or conducted under the Act or any previous company law in City Union Finance Limited
the last 3 (three) years immediately preceding the year of
circulation of offer letter in the case of the Company and all NIL
of its subsidiaries. Also if there were any were any
prosecutions filed (whether pending or not) fines imposed,
compounding of offences in the last 3 (three) years
immediately preceding the year of this Placement
Memorandum and if so, section-wise details thereof for the
Company and all of its subsidiaries
Details of acts of material frauds committed against the For Shriram Transport Finance Company Limited and Shriram
Company in the last 3 (three) years, if any, and if so, the City Union Finance Limited
action taken by the company
NIL
F. Profits of the company, before and after making provision for tax, for the three financial years immediately preceding the
date of issue of private placement offer cum application letter
243
Shelf Placement Memorandum
Standalone
Year Profit Before Tax Provision for Tax Profit after Tax
Rs in Lacs Rs in Lacs
F.Y.2021-22 146124.37 37504.87 108619.50
F.Y. 2020-21 138938.75 37844.33 101094.42
F.Y. 2019-20 135500.10 35448.10 100052.00
G. Dividends declared by the company in respect of the said three financial years; interest coverage ratio for last three years
(Cash profit after tax plus interest paid/interest paid)
H. A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of
issue.
For Shriram Transport Finance Company Limited and Shriram City Union Finance Limited
I. Audited Cash Flow Statement for the three years immediately preceding the date of issue:
For Shriram Transport Finance Company Limited and Shriram City Union Finance Limited
244
Mr. Parag Sharma
Joint Managing Director & CFO
Shriram Transport Finance Company Limited
C-2, Level 3, West Wing, Wockhardt Towers,
Bandra Kurla Complex, Bandra (E),
2, NSC Bose Road,
Mumbai-400 051
Dear Sir/Madam,
Re: Rating Letter for non-convertible debenture (NCD) programme of Shriram Finance Limited (erstwhile Shriram Transport Finance
Company Ltd.)
Out of the above rated amount Shriram Finance has already raised INR215,027.75 million of Non-Convertible Debentures
In issuing and maintaining its ratings, India Ratings relies on factual information it receives from issuers and underwriters and from other sources
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available for a given security.
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Sincerely,
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Annexure: ISIN
ShriramFinanceLimitederstwhileShriramTransportFinanceCompanyLtd 27-January-2023
AA+/Stable
NCD INE721A07NZ0 12/07/2018 9.30^ 12/07/2023 IND 903
AA+/Stable
NCD INE721A07KP7 19/07/2016 9.05 19/07/2023 IND 750
AA+/Stable
NCD INE721A07OB9 02/11/2018 9.12 02/11/2023 IND 946.3
AA+/Stable
NCD INE721A07OE3 02/11/2018 9.5 02/11/2023 IND 1143.2
AA+/Stable
NCD INE721A07OH6 02/11/2018 9.50^ 02/11/2023 IND 421.3
AA+/Stable
NCD INE721A07OM6 06/02/2019 9.12 06/02/2024 IND 877.02
AA+/Stable
NCD INE721A07OP9 06/02/2019 9.5 06/02/2024 IND 1001.12
AA+/Stable
NCD INE721A07OS3 06/02/2019 9.50 p.a (Cumulative effective yield) 06/02/2024 IND 419.39
AA+/Stable
NCD INE721A08DF1 22/01/2019 9.9 21/06/2024 IND 5000
AA+/Stable
NCD INE721A07HY5 18/09/2014 10.25 18/09/2024 IND 3000
AA+/Stable
NCD INE721A07IG0 10/10/2014 10.25 10/10/2024 IND 4680
AA+/Stable
NCD INE721A07II6 31/10/2014 10.1 31/10/2024 IND 250
AA+/Stable
NCD INE721A07IO4 13/11/2014 10 13/11/2024 IND 3325
AA+/Stable
NCD INE721A07IR7 28/11/2014 9.9 28/11/2024 IND 1000
AA+/Stable
NCD INE721A07NO4 26/03/2018 8.72 26/05/2025 IND 600
AA+/Stable
NCD INE721A07JX3 18/03/2016 9.3 18/03/2026 IND 1000
AA+/Stable
NCD INE721A07KB7 29/03/2016 9.3 27/03/2026 IND 1400
AA+/Stable
NCD INE721A07KD3 13/04/2016 9.22 13/04/2026 IND 1790
AA+/Stable
NCD INE721A07KE1 22/04/2016 9.2 22/04/2026 IND 260
AA+/Stable
NCD INE721A07LD1 08/08/2016 8.87 08/08/2026 IND 1100
AA+/Stable
NCD INE721A07NU1 12/07/2018 9.03 12/07/2028 IND 499
AA+/Stable
NCD INE721A07NX5 12/07/2018 9.4 12/07/2028 IND 5323
AA+/Stable
NCD INE721A07OC7 02/11/2018 9.3 02/11/2028 IND 323.4
AA+/Stable
NCD INE721A07OF0 02/11/2018 9.7 02/11/2028 IND 389.8
AA+/Stable
ShriramFinanceLimitederstwhileShriramTransportFinanceCompanyLtd 27-January-2023
NCD INE721A07ON4 06/02/2019 9.3 06/02/2029 IND 263.8
AA+/Stable
AA+/Stable
ShriramFinanceLimitederstwhileShriramTransportFinanceCompanyLtd 27-January-2023
MASTER CREDIT PROCESS MANUAL
Version: 2022v.1
FOR
SHRIRAM FINANCE LIMITED (Formerly known as Shriram Transport Finance Company Limited).
1
INDEX OF CONTENTS
S.NO CONTENTS
1 Introduction to credit policy & scope of Policy
2 Management Vision & Strategy
3 Securitisation and Assignment
4 SFL Target market
5 MSME Definition
6 Product Offerings
7 Geographical Coverage
8 Customer Categorisation
9 Caution Profile
10 Customer Selection Criteria
11 Organisational Credit Hierarchy
12 Exposure Guidelines
13 The Concentration of Credit norms
14 Capital Market Exposure
15 Real estate Exposure
16 Internal credit grading
17 Geographical concentration
18 Restructuring of Loan
19 Asset Financing Activity
20 Introduction to Central Credit committee
21 Introduction to Zonal Credit committee
22 Introduction to JMD committee
23 Operations Workflow
24 Responsibility of operations team (ZBH, RBH, BM)
25 Responsibility of Business Processing team (ZTL, RTL, BTL)
26 Delegation of Powers
27 Documentation
28 Collateral Management
29 RBI Guidelines
30 Guarantee requirements
31 Business Vintage
32 Business/ Residence stability
33 Establishment of ownership
34 Financial ratios & Guidance
35 Repayment track record
36 Repeat Funding
37 KYC Policy
2
38 Environmental Clearances
39 Take Over of loans
40 Deal Flow Process
41 Collection process
42 Portfolio Monitoring
43 Asset Recovery policy
44 Resale process
45 Asset Liquidation process
46 Restructuring Guidelines
It would also deal with Micro and small loans credit and commercial related matters and would define the
Management Vision, Intent and the procedure to be followed by Branches, Regional offices and Zonal offices
for managing the portfolio.
The Policy will cover all types of customers including Individuals and Non-Individuals.
Management Vision
3
Serving needy customers at the bottom of the pyramid has been the strategy of SFL since four decades.
Extending the same strategy, we would like to strengthen the market leadership position in financing Used
Commercial Vehicles, Business Loans while maintaining some presence in New Commercial Vehicle finance.
We would like to create niche out of the unorganized market of small business loans as we have been
successfully doing in used commercial vehicle funding.
The Strategy
We would like to expand our operational geography by penetrating into the semi urban and rural
locations, through our branches, rural centres and revenue sharing partners. Keeping the strategy of
funding in underserved area a priority will ensure higher NIMs and thus higher sustainability of business.
Securitisation/ Assignment
The company will be maintaining its own portfolio to securitisation/ assignment portfolio in the ratio of
70%:30%
Target Market
SFL serves the unbanked segment of micro and small industries. MSMEs which are currently thriving on self
funded small-scale businesses and are not able to get credit from Banks due to lack of documentation and
assessment. SFL having its presence through more than 1700 branches and more than 500 RSP/BSPs and
another 800 rural touch points are equipped to understand these businesses at local level. SFL has the
capacity to assess these businesses through its manpower and fund them as per their requirement. Unlike
Banks, SFL is better equipped to handle such unbanked customers, hence the opportunities are huge.
MSME Definition:
The MSMED Act, 2006 defines the Micro, Small and Medium Enterprises based (i) on the investment
in plant and machinery for those engaged in manufacturing or production, processing or preservation
of goods and (ii) on the investment in equipment for enterprises engaged in providing or rendering of
Services.
The investment in plant and machinery is the original cost excluding land and building and other items
specified by the Ministry of Small-Scale Industries vide its notification no. S.O. 1722 (E) dated
05.10.2006.
The guidelines with regard to investment in plant and machinery or equipment as defined in the MSMED
Act, 2006 are:
Manufacturing Enterprises and Composite Criteria: Investment in Plant & Machinery*/equipment and
Enterprises rendering Services Annual Turnover
4
Micro Not exceeding Investment* Rs.1 Crore and Annual Turnover Rs. 5 Crore
Investment* More than Rs.1 Crore but does not exceed Rs.10 Crore and
Small
Annual Turnover More than Rs. 5 Crore not exceeding Rs. 50 Crore
Medium Investment* More than Rs.10 Crore but does not exceed Rs.50 Crore
and Annual Turnover More than Rs. 50 Crore not exceeding Rs.250
Crore.
*The investment in plant and machinery is the original cost excluding land and building and other items
specified by the Ministry of Small-Scale Industries vide its notification.
Product Offerings
Business Loans
Loan Against Property- A separate policy is placed for consideration and approval.
5
Co lending in Partnership with Bank and NBFCs- A separate policy is placed for consideration and approval.
Unsecured loans
The company will have unsecured loans portfolio to a maximum extent of 25% of its total lending portfolio
Geographical Coverage:
We would serve our customers all India through our branch network of more than 1000 branches, 1000 rural
centres and Revenue sharing partners across India. Criteria for funding through Revenue sharing partner would
be detailed in separate policy document.
Customer Categorization:
Customer categorization is necessary for assessing the risks and controlling concentration of exposure with few
customers. Building a diverse portfolio is necessary to ensure that risks are contained to the optimum level.
Also, it helps in providing better service to key customers.
Following category of customer including immediate family members would be termed as caution profile and
will require credit approval from Zonal Credit Committee/JMD Committee irrespective of the exposure
amount.
6
1. Any individual who has contested or is a potential contestant in election of legislative assembly /
parliament, municipal body or panchayats
2. Any individual who holds office of any local/ regional political party/ National political party
3. Individuals working in police force (Gazetted officers to be excluded)
4. People who are known to have criminal / anti-social background
5. Repossession and collection agents
6. Individuals who are lawyers/ advocates.
7. Companies having close family shareholding or beneficial ownership.
8. Trusts, charities, NGOs/ unregulated clubs and organizations receiving donations
9. Customers that may appear to be Multi-level marketing companies
The Company should refrain from extending business loans to entities without ensuring that they had
the necessary registration under the Money Lending Act or any other appropriate regulation if they
were primarily in the business of lending.
7
Repayment Track record Satisfactory Bank statement
We believe in our relationship with the customer and we work with our customers to make them grow. This is
possible when faster decisions can be taken and monitoring can be done through meetings with customer on
continuous basis.
Our competency is quick service and quicker decision on funding and settlements.
Keeping up with the organizational philosophy Branch Managers, Regional Business head or equivalent role and
Zonal business Committee/JMD Committee/Central Credit Committee have authority to approve the proposals
as delegated to them from time to time.
Hence, The Credit hierarchy starts with Branch Team Leader (BTL) in the branch, which would check the sanctity
of basic documents collected for the specific case and then the appraisal is done by Branch head, Regional
Business head or equivalent role and the appropriate Credit Committee as per policy
Exposure Guidelines
Company is mainly into retail lending, hence there is no cap on retail lending. Maximum exposure to the
corporate sector will be not more than 15% of overall lending portfolio excluding exposure to NBFC's sector not more
than 5%.
As a retail lender, company is mainly into auto loan sector lending. However, the company’s maximum exposure will
not be more than 5% of overall portfolio as a part of new initiatives/ventures.
1. Lend to
a. any single borrower exceeding fifteen per cent of its owned fund; and
8
b. any single group of borrowers exceeding twenty five per cent of its owned fund;
2. Invest in
a. the shares of another company exceeding fifteen per cent of its owned fund; and
b. the shares of a single group of companies exceeding twenty five per cent of its owned fund.
3. Lend and invest (loans/investments taken together) exceeding (a) twenty five per cent of its owned fund
to a single party; and (b) forty per cent of its owned fund to a single group of parties.
1. Funding not to exceed 5 per cent for any single party and by 10 per cent for a single group of
parties, if the additional exposure is on account of infrastructure loan and/ or investment
2. However, the above said limit is not applicable to investment/Loans made by the company in its
subsidiaries/companies in the same group. But the same shall be reduced from the calculation
of NOF
1. The company will maintain a Loan to Value (LTV) ratio of 50% for loans granted against the collateral of
shares. LTV ratio of 50% shall be maintained at all times. Any shortfall in the maintenance of the 50%
LTV occurring on account of movement in the share prices shall be made good within 7 working days.
2. In case where lending is being done for investment in capital markets, accept only Group 1 securities
(specified in SMD/ Policy/ Cir - 9/ 2003 dated March 11, 2003 as amended from time to time, issued by
SEBI) as collateral for loans of value more than Rs. 5 lakh, subject to review by the Company.
3. Report on-line to stock exchanges on a quarterly basis, information on the shares pledged in their
favour, by borrowers for availing loans
The company will be lending mainly for Business activities in connection with Automobiles and shall be taking
immovable properties as collateral..
Credit risk is the risk that the Company will incur a loss because its customers or counterparties fail to discharge
their contractual obligations. The Company manages and controls credit risk by setting limits on the amount of
9
risk it is willing to accept for individual counterparties and for geographical concentrations, and by monitoring
exposures in relation to such limits.
Credit risk is monitored by the credit department of the Company. It is their responsibility to review and manage
credit risk, including environmental and social risk for all types of counterparties. Credit risk consists of line credit
managers who are responsible for their business lines and manage specific portfolios and experts who support
both the line credit manager, as well as the business with tools like credit risk systems, policies, models and
reporting.
The Company has established a credit quality review process to provide early identification of possible changes
in the creditworthiness of counterparties.
The credit quality review process aims to allow the Company to assess the potential loss as a result of the risks
to which it is exposed and take corrective actions.
The Company's internal credit rating grades on days past due(dpd) basis:
Geographical concentration:
The company will be geographically concentrating in all the regions based on the business potential for
disbursements for Lending for commercial vehicles which is the prime business of the company.
Funding in a particular state will not exceed 25% of overall lending portfolio.
Restructuring of loan:
The company will be doing its restructuring only based on its restructuring guidelines detailed in this policy
Asset Financing:
10
The company will be mainly financing the borrower for buying physical assets supporting productive/economic
activity, such as automobiles, tractors and other commercial vehicles/assets and shall comply with RBI norms
defined for AFC classification
Central Credit committee would be the apex body for regulating the credit culture in the company and would
be responsible for the following:
Zonal Credit Committee consists of Zonal Business Head, Zonal Back Office Head, one or two Senior Regional
Heads. Zonal Credit Committee can approve the escalations made by ZTL, RBH or equivalent role.
JMD Committee consists of JMD, Back office Head, one or two Senior Heads in the Geographical Unit. JMD
Committee can approve the escalations made by ZCC, RBH or equivalent role.
Following would be the typical workflow for sourcing to disbursement of a file in a branch
1 Sourcing by RE RE
3 Collection of Documents RE
11
5 Document Check BTL
12 Disbursement BTL
In SFL operations team handles direct responsibility of Business and Credit. Hence it is important to understand
the credit responsibilities at each level. While respective heads including ZBH, RBH & BM are responsible for
overall wellbeing of the business under their control, they would be responsible for the entire process from
customer selection to account settlement and for the documentation and recordings thereof.
It is important to understand that Zonal Team Leads (Commercial heads) reports into the ZBHs, Hence ZBH with
the help of Zonal Team leads would be responsible for recording of the process in system or documents thereof.
Following responsibilities would be entrusted to various levels of hierarchy in operations.
Zonal Business Head (ZBH) is the supreme authority of all branches and regional offices falling under his zone.
All credit decisions taken by the team would be his responsibility.
12
Zonal Business Head is assumed to be having the supreme understanding of the Management Vision, Business
Strategy, Rules & Regulations, Delegation of powers and the Regulators requirements with regards to
maintenance of documents and assessment records thereof.
ZBH with his structured team of Operations and Commercial personnel would ensure compliance at all time.
Regional Business Head (RBH) is the supreme authority of all branches falling under his region. All credit
decisions taken by the team would be his responsibility.
RBH shall take the guidance of Business Strategy from respective ZBH which would be in line with the
Management Vision and Rules & regulations framed from time to time.
RBH would utilize all the resources of Operations and Commercial team to undertake business and ensure
compliance at all time.
It is to be noted that RBH denotes RBH or equivalent role across the credit policies for all products.
Branch Manager plays very crucial role in SFL, as he is in direct contact with all the customers in his branch. All
credit decisions would be taken by Branch Manager in his limits and it is his responsibility to prepare proper
assessment (as guided from time to time) of all the proposals and decide on funding. Branch Manager is
expected to record the assessment in fair way before sending the same to RBH or equivalent role / ZBH/
appropriate Credit committee as per limits assigned for various products.
Branch Head would ensure required documentation and legal compliance, while growing the business as per
management expectations.
Role of RE
Relationship Executive (RE) is the touch point between SFL and customer. Being the face of the organization RE
should be a well groomed person with sufficient knowledge of products, processes and documentation.
Continuous learning is the key to keep abreast in business and compliance.
RE would be responsible to handle the customer and fulfill all documentation requirements for all the cases
sourced by him. RE would understand the process in detail and communicate with customer to gain more
information about him and get the proposal through with minimum deviations.
Role of ZTL
13
Zonal Commercial Head (ZTL) plays very crucial role in managing whole process from identification of proposed
customer to closure of the loan. ZTL would take guidance from Zonal Credit Committee/JMD Committee and
would monitor the Credit assessment, Business processing and Documentation for the zone. ZTL would report
all deviations and discrepancies to Zonal Credit Committee/JMD Committee on periodic basis and ensure
compliance through his team of RTL and BTL in the zone.
Role to RTL
Regional Commercial Head (RTL) would take business processing guidance from the respective RBH or
equivalent role and would be guided by ZTL for system & Documentation work. RTL is supposed to know all the
Rules, Regulation, Policies and circulars and is bound to ensure compliance at all time.
Role of BTL
Branch Admin (BTL) has a critical role in any organization, as he comes in direct contact with the customer at
the time of personal interaction and disbursement. BTL should help Branch manager prepare an exhaustive
appraisal note and ensure that all details are captured. BTL would ensure compliance for all rules and
regulations, policies and circulars for each case.
Delegation is important aspect for any organization to ensure seamless decision making and business processing,
while entrusting the responsibilities of profit and loss at enterprise level.
There may be different levels of powers delegated at various levels in hierarchy with different products.
This delegation would be updated from time to time through circulars and specific DOP shall be recorded in
product specific policies.
The responsibility of following the DOP in spirit lies with the entire operations team, while system team would
try to incorporate the same in system.
Any deviation in the DOP would be treated as exception and would be escalated to Zonal Credit Committee/JMD
Committee/Central Credit Committee as the case may be.
Documentation:
2. Legal documentation for entering into contract with customer availing loan facility.
14
Both parts are important as pre disbursement assessment would give an indication whether the relationship
with customer is going to be profitable in the long run.
Following documents are necessary to be maintained by branch for each loan proposal
Pre-Disbursement
1. Assessment documents:
a. Duly filled application form
b. KYC Documents
c. Proof of Financial stability
d. Proof of Financial viability
e. Proof of application of funds
f. Project report/ Projections report
g. Assessment report by STFC employee
2. Legal Documentation:
a. Loan Agreement
b. Hypothecation deed on Assets Financed (Vehicle/ Machinery/ Stocks/ receivables) c. Letter of
Guarantee
d. Demand promissory Note
e. Any other document as specified by legal team for the specific loan
Post Disbursement
1. Collection of Proof of usage of funds for the purpose declared in application form
2. If project-based funding, Project completion report
3. For working capital disbursement, Stock report while ensuring that principal balance is only 75% of total
stock at any point in time.
4. For machinery funding, Invoice to be taken and delivery of machine to be ensured.
5. Any other specific documents as applicable to various loans.
Collateral Management:
Collateral management includes selection of collaterals, risk in collaterals, valuation and inspection of
collaterals, eligible financial collaterals and guarantees. Collateral is defined as the assets or rights provided to
the financier by the borrower or a third party in order to secure a credit facility. Financier shall have the rights
of secured creditor in respect of the assets/ contracts offered as security for the obligations of the borrower/
obligor.
Legal Verification
15
If property is taken as collateral, legal verification is must and it should clearly state that the property is free
from any kind of encumbrance and is freely marketable. Also, legal verifier should certify the ownership of
property.
Regional Business Head or equivalent role should ensure that the Valuator is empaneled with SFL with a binding
agreement on him to ensure that the valuations done by him are fair. There should be a panel of external
Valuators for appointing them on rotational basis.
Fair Market value should be considered while taking the decision of funding and to ensure enough margin is
maintained considering risk of price fluctuations.
Valuation should be done by two external valuators in case of proposed loan amount exceeds Rs.100 Lac. Lowest
among the two valuations to be considered for deciding on the funding.
Selection of Collaterals
Vehicle Loan: SFL with its established processes may value the vehicles well and therefore in Vehicle loans
(New/ Used) no additional collateral is required. However, it should be ensured that the loan to value for a
Vehicle loan never crosses 95% during the tenure of the loan. Deviation upto 100% LTV has to be approved by
Zonal Credit Committee/JMD Committee.
Gold/Jewel Loan Collateral – Collateral details covered in the Gold Loan policy
Business Loan
Primary Collateral: Primary collateral for the business loan would be the asset being generated by way of use
of funds.
1. Stocks being funded would form the collateral for all working capital loans
2. Receivables of the financiers would form the collateral with SFL having its first charge on the same
3. Machines being funded should be hypothecated to SFL by way of an agreement with customer and
taking original invoice into SFL custody
4. Other loans funded for working capital would have the business receivables and finished/ unfinished
stocks as collateral to SFL
Customer would submit stock statement / receivables statement to SFL on quarterly basis ensuring coverage of
the loan through collateral offered as agreed at the time of agreement.
In case of receivables funding, receivable statement to be verified and certified by authorized SFL executive for
3 quarters and CA certified statement for March ended quarter.
16
In case of Onward Lending to Financiers, receivable statement duly submitted on post disbursement against the
lending should be certified by CA. The same to be verified and certified by authorized SFL executive to ensure
that receivables submitted are as per the sanction. There after the receivable statement should be submitted
every quarter as specified above.
It is important to ensure the value of proposed asset/s being taken as collateral and the decision lies with branch
Manager/ RBH or equivalent role / Zonal Credit Committee/JMD Committee as per loan amounts in their limits
SFL wants to promote all kinds of small businesses but taking current assets as collateral may sometimes turnout
to be risky due to conversion of current assets to cash may not be optimally possible all times.
Hence, SFL would ensure enough coverage through Property collateral for most of the loans disbursed for
business purpose. This would be considered as secondary collateral
Secondary Collateral:
Secondary collateral should be obtained to ensure additional coverage against the loan outstanding.
1. Residential Property
2. Commercial Property
3. Land
4. Vehicles
5. Machineries
Proper Valuation and legal search is compulsory in each case where property is being taken as collateral.
However, in case of machineries a hypothecation agreement would suffice. While vehicles should be
hypothecated by way of endorsement on Registration Certificate (RC)
Secondary property can be a single property of multiple properties against one loan agreement.
All properties which are taken as collateral should be entered into CERSAI so as to protect our first charge on
the property
However, Registration of Mortgage of deposit of Title deed (MODT) may be followed as per the local practices
in respective state. Zonal Credit Committee/JMD Committee would however take guidance form legal
department and decide on the process of obtaining secondary collateral in respective zones
Total loan amount is restricted to the maximum of 90% of the value of primary and secondary collateral.
Loan Recall
17
SFL would mandate customers to ensure security coverage at the LTV decided at the time of agreement.
In case customer fails to maintain/ replace/ furnish security against the loan or the value of security falls thereby
cover being reduced for a loan, SFL has right to recall the part/ total loan amount outstanding with future
principal as on date and settle the loan within 15 days of the recall notice.
Failing to repay the loan/ satisfy security requirement, legal procedures would be followed.
RBI Guidelines
Guidance may be taken from the Master Directions of Reserve Bank of India, which may be accessed from the
below link:
All circulars and amendments with reference to the said master directions should be followed in letter and spirit.
Principal of “Ignorantia juris non excusat or ignorantia legis neminem excusat” would be applicable, which
means that ignorance of law is no excuse for escaping the liability.
Guarantee Requirements
All loans should be backed by a strong guarantor except for Business Loans where Guarantor is optional.
Guarantors from relatives should be avoided. Cross Guarantees should be avoided
In case of companies, internal guarantor(s) would be the promoter director(s) having management control in
the company. Personal guarantees of all such directors would be taken
External guarantor would be the third party guarantor who does not have any stake or control in the company/
firm and does not belong to the same family and their in-laws.
Business Vintage:
18
Business Vintage should be defined for the applicant or his immediate family members. The business vintage
should be evidenced by any proof of business/ tax payment receipt/ Field investigation for small ticket size cases
as specified in the respective policy.
Residence Stability:
Residence stability is required to understand the customer’s intention to continue in the city or shift the city on
failure. This can be defined as period of stay in the same city. Documentation to prove the continuous residence
in same city should be obtained and assessment of future stability may be obtained from the Field investigation
and reference checks
Establishment of ownership
Ownership of Business, Vehicle, Machinery, Equipment etc. may be established by proof of purchase on the
name of the applicant, Registration certificate in the name of owner, company etc.,
All financial ratios as required in the Customer assessment format would be required to be keyed in from the
numbers available in financial statements including Profit and loss account, Balance sheet, Cash flow
statement/bank statement, Credit Bureau statement etc.
Leverage: Leverage is defined as Total liabilities to tangible net worth of the company. This shows how much of
the liabilities are covered through equity capital
Debt Service Coverage Ratio (DSCR): This is a measure of ability of the customer to service its debt repayment
capacity. it is defined as (PAT+Depreciation+interest) / (Current portion (less than 12 months) of long term debt
payable +short term debt due within 12 months+ interest. Debt would exclude WC limits, which are perennial
in nature and get rolled over & Loans from friends and relatives, which is quasi-equity in nature.
PBDIT (Profit before Depreciation Interest and Taxes): Profit of the company should be in increasing trend and
any dip in profit should be justified with detailed note. For partnership and closely held companies’
remuneration paid to partners/ directors can be added back to profits.
Profitability: Profitability shall be defined as the ratio of PBDIT to gross sales / Total Billing/ Gross Revenue/
Contract receipts in the concerned financial year
Average delay (AD) shall be calculated as total no of days delay in a year for all installments divided by no of
installments in a year. Advance installment days is not to be deducted from delay days
Peak Delay (PD) shall be calculated as the maximum no of days delay (DPD) in one single installment among all
installments paid in a year.
19
One of the following will be used as evidence of the payment history:
• Statement of account from financiers providing details of the payment due dates , as well as the dates
on which Loan payments were actually received
• Receipts issued by financiers for payments made, which will be accepted only for payments made by
cash or by demand draft; in the event of payment by cheques, bank statements would be verified to
validate payment history
• Prompt payment rebate letters from financiers recognizing & rewarding payment history
• Customer’s loan statement of account and/or bank statement Track record would always mean for a
Repeat Funding:
There would be a cooling period after funding for a minimum period of 6 months for business loan, no loan can
be disbursed to such person until the loan was already sanctioned under single sanction letter in previous
funding.
Appraisal done for an applicant would be only valid for 60 days. Fresh appraisal would be required for the
applicant, in case of non- funding, case cancellation.
KYC Policy:
KYC policy would be guided by RBI Master Direction - Know Your Customer (KYC) Direction, 2016 as and when
amended. KYC policy would be a separate policy and would be applicable to all products.
Environmental Clearances:
As per the notification issued by Ministry of Environment and Forests dated 27.01.1994 following needs to be
followed:
As per the notification, Public Hearing is not required in respect of (i) small scale industrial undertakings located
in (a) notified/designated industrial areas/industrial estates or (b) areas earmarked for industries under the
jurisdiction of industrial development authorities; (ii) widening and strengthening of highways;(iii) mining
projects (major minerals) with lease area up to 25 hectares, (iv) units located in Export Processing Zones, Special
Economic Zones and (v) modernisation of existing irrigation projects.
(a) Mining;
(c) Hydro-power, major irrigation projects and/or their combination including flood control;
20
(d) Ports and Harbours (excluding minor ports);
(e) Prospecting and exploration of major minerals in areas above 500 hectares;
The project authorities will intimate the location of the project site to the Central Government in the Ministry
of Environment and Forests while initiating any investigation and surveys. The Central Government in the
Ministry of Environment and Forests will convey a decision regarding suitability or otherwise of the proposed
site within a maximum period of thirty days. The said site clearance shall be granted for a sanctioned capacity
and shall be valid for a period of five years for commencing the construction, operation or mining.
If customer approaches for a loan which is already under finance with other Bank/Financial institution, such
loans can be taken over based on the following -
i) Reason for change of lender to be taken from customer ii) Statement of Account and
Letter with the proposed settlement amount to be obtained iii) Loan status should be
standard asset. iv) NOC issuance procedure to be checked with the current lender. v)
The proposal should satisfy our existing credit norms.
Lead Generation: Lead generation is most important part of business process flow; leads can be generated from
existing customer base, customer/ guarantor references/ market references, etc.
All leads should be entered into the system for proper tracking of the leads for future reference, irrespective of
whether the proposal is sanctioned or rejected.
Each lead captured today would be a business opportunity at some point in time.
Customer Meeting: If a lead fructifies into a meeting with customer, following should be done by the RE.
Basic Credit evaluation: During the meeting with the client, RE evaluates the client on various parameters like
stability, client’s business, his associations, his work in hand/ deployment intentions, asset base, financial
facilities and discipline etc.
Asset/ Fund requirement justification: Basis the work in hand/ capital requirements/ deployment opportunities
the Relationship executive does a primary assessment on Asset/ fund requirement and its profitable
deployment.
In case of refinance, Relationship Executive would also do end use verification and application of same for
business purpose. If the end use/ application of money is otherwise, cash flow justification and customer’s ability
on repayments should adequately justify the funding.
Documentation:
21
Once the RE gets convinced on funding the client and commercial viability of asset/ fund under the proposed
deployment plan; he gets basic credit documents done. RE will also collect the copies of RC/ Invoice/ Property
papers/ financial reports etc.
Post documentation, the RE will do the grading of the client with trade reference checks. Checks need to be
done with.
• Suppliers: Existing suppliers of raw materials/ consumables forming at least 10% of total
expenditure in business
• Similar Businesses: People operating in the same line of business and are peers to proposed
client
• Principals/ Customers: People for whom the client may be working for in the capacity of agent
OR those customers who contribute at least 10% of the share of his business.
RE will provide basic KYC details of customer and guarantor & asset details to branch admin (BTL), who will
generate customer ID and will go to stage -1 data entry and generate proposal number. He will run internal
dedupe & Credit Bureau report for required cases.
Branch Manager will initiate valuation of Asset/ Inventory/ property through empanelled valuer
Branch Admin would ensure a complete file with required KYC, Application form, internal rating, Credit Bureau
report, legal assessment, NACH Mandate , Customer assessment form and submit to Branch Manager
Branch Manager would record his assessment in the file for deciding on the Amount, LTV, Rate and tenure with
specified reasons in deviations from the policy rates and LTV (If any) and approve the case under his limits and
escalate the file to RBH or equivalent role / appropriate Credit committee as per the approval matrix
After approval is obtained, the branch admin would proceed for data entry into system and issue sanction letter
with terms and conditions of the loan. All terms to be complied by the customer should be mentioned in the
sanction letter viz, Periodic submission of documents, stock report, financial documents, maintenance of stocks
etc.
Branch Manager initiates the process of mortgage/ hypothecation in registrar office/ vehicles as per the
collateral being obtained.
Legal documents like agreement, hypothecation deed, Demand Promissory Note and other case specific
documents should be signed by the customer and branch manager with the witnesses thereof.
If case is rejected, branch admin will capture the same as rejection and input the customer details in dedupe
data.
22
SFL would have customer relationship based collection policy, there would not be policy driven norms for
recovery of vehicle/ asset from the customer. Branch Manager would decide on the recovery of vehicle/asset
from customer depending upon the relation with customer. However, Branch Manager would abide by the
collection guidelines and would try to maintain most of the cases under 90 DPD.
As SFL look forward to following 90DPD NPA regime, any loan going into the 60 DPD bucket should be viewed
stringently.
Buckets Proposed Action
RE follows up with the client for repayment and ensures collection through various
modes available
0 Bucket
1-30 Bucket Branch Manager follows up the RE for collection and ensures the collection
31-60 Bucket Branch Manager meets the customer and takes feedback on collection
RBH or equivalent role to get involved for collection, meets customer for follow up of
collection
61-90 Bucket
91-120 Loan recall notice to be sent giving 15 days notice. Asset Recovery formalities to be
Bucket started to ensure vehicle custody in good condition
121+ Legal recovery procedure to start with sale of asset/ non availability of asset
Portfolio Monitoring:
The need for monitoring process is to identify related problem at early stage and helping business to take
corrective action.
23
Movable Assets:
Cases which are more than 3 EMI’s due would qualify for the recovery of asset from the customer
For cases wherein the customer is in 0- 60 DPD and the asset is at risk with third party and the intention of the
same is questionable then such assets should be recovered immediately.
Prior to asset recovery notices like 60 DPD and the loan recall notice have to be sent to the customer. Asset can
only be recovered from the customer after 15 days of the date of sending of the notice.
After recovery of the asset from customer, Branch Manager would ensure that the police station under the
jurisdiction of which the asset is recovered, has been informed.
After taking the custody the employee would make an inventory sheet and take the asset to the nearest
empanelled parking yard of the company/ Automall Yard.
In case the circumstances prevail wherein we cannot park the asset in an empanelled yard, prior approval from
RBH or equivalent role has to be taken for parking the asset at an un-empanelled location.
Post recovery of asset from customer, notice to be sent to the customer giving the details of the entire
outstanding amount and a time period of 10 days to make the payment.
Assets in stock would be sold within reasonable time from the date of recovery from customer, including the
notice period given to the customer.
For asset sale, valuation of movable assets must be done and the photographs in the prescribed format as
required by the company.
Post receiving the quotes and resale approval from the RBH or equivalent role, the resale payment has to be
deposited within 5 working days failure of which may lead to accepting the next best quote
0-10 days Notice period of customers
Asset can be only in custody if the customer has taken legal action, Business team
wants to further negotiate
41-90 days
24
Once the asset has been recovered from customer, the same has to be reported into the system with 48 hours
from the date of recovery.
Pre asset recovery notices, police intimation, post asset recovery notice, Inventory sheet duly signed by
employee and the confirmation from parking yard will have to be handed over at the branch
RBH or equivalent role would be the final authority to decide on the sale amount.
Once the sale proceeds are received in the system, closure of the contract will have to be initiated and NOC
handed over to the buyer.
Contracts that have shortfall will then be forwarded to legal department for recovery of the losses based on the
terms of the agreement.
Branch Manager/ RBH or equivalent role would follow up with each case and ensure closure at earliest.
Immovable Assets:
Recovery from immovable assets would be triggered as done in movable assets; however, procedure followed
would be as per state laws. All cases would be routed through legal retainers for sending notices and taking
charge of property for auction. As real estate is state subject, recovery procedures as per state laws would be
followed.
All Outstanding dues paid (inclusive of Interest, penal, Cheque/NACH dishonour charges, Repo charges, & Legal
expenses)
Approval authority to release the assets lies with Branch manager if the case is brought under 60 DPD Any
Loan settlement would be dealt through a separate “Policy For Recovery & Monitoring of Loans”.
Restructuring of Loans
Due to various economic issues a loan may not perform up to the satisfaction of SFL. In such scenario it is critical
to assess the viability of repayment by the customer in future. If there seems to be no future cash flows (unviable
operations), it would be prudent to recover the asset funded and realise the balance amounts from the same
and proceed for legal recovery for collection through sale of customer’s other assets.
In case the arrears of the customer are temporary in nature and it is certain that repaying arrears in one shot
would not be possible by the customer, restructuring a loan would be the viable option to help customer to
come out of temporary issues
It is important to assess the future outlook of cash flows from the customer.
25
Restructuring of loans would be allowed subject to following conditions:
1. 4. As per appraisal if there is a requirement of the outflow to customer to ensure fresh cash flows, SFL
may decide to provide additional funds to customer based on revised assessment of the vehicle value
maintaining the LTV as per policy.
Any deviations from this policy shall be approved by Zonal Business Committee/JMD Committee
Reserve Bank of India (RBI) has come out of Resolution framework applicable to all eligible borrowers vide its
Notification No. RBI/2020-21/16 DOR. No. BP. BC /3/21.04.048/2020-21 dated August 6, 2020. RBI also issued
Notification. RBI/2020-21/17 DOR. No. BP. BC/4/21.04.048/2020-21 dated August 6, 2020 issuing guidelines on
Medium, Small and Medium Enterprises Sector – Restructuring of advances.
The following conditions will strictly be adhered to by the company in case of restructuring of any loan
agreement is undertaken.
1. All Loans offered against Vehicles, Business and working capital Loans extended to such Loan borrowers
that are standard as on March 1, 2020 having not more than 30 DPD will be considered. Further, the
account should continue to remain standard till the date of invocation.
2. The date of invocation shall be the date on which both the borrower and the company have agreed to
proceed with a resolution plan under this framework.
3. The Borrowers whose earnings are not likely to be regular enough to service their Loan Instalments
(Principal plus interest) that are due for up to next 6 months would be covered under this scheme.
4. The actual resolution plan will vary from customer to customer depending on the stress levels that they
are undergoing in the current environment.
5. Resolution under this framework may be invoked not later than December 31, 2020 and will be
implemented within 180 days from the date of invocation.
6. The Company may allow extension of the residual tenor of the loan, with or without payment
moratorium, by a period not more than two years. The moratorium period, if granted, shall come into
force immediately upon implementation of the resolution plan.
26
7. The restructured loans would be sanctioned by the Regional Business Heads or equivalent role up to
Loan exposure of Rs.10 Lakh and by Zonal Credit Committee/JMD Committee for Loan exposure beyond
Rs.10 Lakh after perusing the request letter along with the proposal application form received from
interested borrowers giving the details of loans to be restructured.
8. The existing credit policy will be followed with respect to any deviations while restructuring the Loans.
9. The monthly instalment will be structured in a manner that only interest is payable by the borrower in
respect of the outstanding loan amount for up to the first 6 months depending upon the requirement
of each borrower and the subsequent instalments will be structured in such a manner that the customer
would be able to service them without any hassles.
10. The company will also follow the guidelines issued by Reserve Bank of India in respect of restructuring
of its loans.
Further, Reserve Bank of India (RBI) had come out with Resolution framework 2.0 applicable to all eligible
borrowers vide its notification RBI/2021-22/31 DOR.STR.REC.11/21.04.048/2021-22 dated May 5, 2021 for
Individuals and Small Businesses and vide its notification RBI/2021-22/32 DOR.STR. REC.12/21.04.048/2021-22
dated May 5, 2021 for Micro, Small and Medium Enterprises (MSMEs) and the Company had framed a policy
and implemented the Resolution Framework 2.0
Provided that a director or her relatives shall be deemed to be interested in a company, being the subsidiary or
holding company, if she is a major shareholder or is in control of the respective holding or subsidiary company.
Provided that directors who are directly or indirectly concerned or interested in any proposal should disclose
the nature of their interest to the Board when any such proposal is discussed. they should recuse themselves
from the meeting unless their presence are required by the other directors for the purpose of eliciting
information and the directors so required to be present shall not vote on any such proposal.
The proposals for credit facilities of an amount less than Rupees five crore to these borrowers may be sanctioned
by the appropriate authority in the Company under powers vested in such authority, but the matter should be
reported to the Board.
27
Loans and advances to Senior Officers of the Company All Loans and advances sanctioned
to senior officers of the Company shall be reported to the Board.
No senior officer or any Committee comprising, inter alia, a senior officer as member, shall, while exercising
powers of sanction of any credit facility, sanction any credit facility to a relative of that senior officer. Such a
facility shall be sanctioned by the next higher sanctioning authority under the delegation of powers.
In respect of grant of loans to Directors, their relatives, any firm/Company in which directors or their relatives
are interested and senior officers; the Company shall obtain a declaration from the borrower giving details of
the relationship of the borrower to their directors/ senior officers for loans and advances aggregating Rupees
five crore and above. The Company shall recall the loan if it comes to its knowledge that the borrower has given
a false declaration.
28
'lsHRIRAM City
MONEY WHEN YOU NEED IT MOST
Sir,
The Board of Directors at their meeting held today among other items have inter alia
i. considered and approved (i) unaudited standalone financial results for the quarter and half year
ended September 30,2022 along with the statement of assets and liabilities and standalone Cash Flow
statement as on September 30, 2022 (ii) unaudited consolidated financial results of the Company for
the quarter and half year ended September 30, 2022, along with statement of assets and liabilities and
consolidated Cash Flow statement as on September 30, 2022. The said results were subjected to
Limited Review ("LR") by the Joint Statutory Auditors of the Company. We enclose herewith the
said financial results and the LR report. The financial results would be published in the format of
newspaper publication version in one English and one vernacular newspaper.
We enclose the unaudited financial results, statement of assets and liabilities, Cash Flow Statement
and the Limited Review Report on the standalone and consolidated financial results of the Company.
This is an intimation under regulation 30, 30(6), 33(2), 33(3), 47(1), 47(3), 52, 52(4) and other
applicable regulations of LODR.
Thanking you,
Yours faithfully,
For Shriram City Union Finance Limited,
. . -::
,;.-"
SHRIRAM CITY UNION FINANCE LIMITED
CIN: L65191 TN1986PLC012840
Regd Office: No:l23, Angappa Naicken Street Chennai- 600 001
Website: www.shriramcity.in Email: sect@shriramcity.in
Statement of Unaudited Standalone Assets, Liabilities and Equity as at September 30, 2022
Rsinlakhs
As at As at
Particulars September 30, 2022 March 31, 2022
{Unaudited) {Audited)
I. ASSETS
I. Financial Assets
Cash and cash equivalents 4,55.825 5,21,731
Bank balance other than above 1,09,112 1,39,548
Receivables
(I) Trade receivables 249 439
(II) Other receivables - -
Loans 33.94,588 31,02.385
Investments 2,29.424 1,83.628
Other fmancial assets 5.179 4,800
Total Financial Assets 41,94,377 39,52,531
2. Non-Financial Assets
Current tax assets (net) 1,548 2.666
Deferred tax assets (net) 18.723 15,166
Property, plant and equipment 6.912 6,415
Intangible assets 230 189
Intangible assets under development 654 -
Right of use assets 16.132 16.260
Other non-financial assets 11.713 13.538
Total Non-Financial Assets 55,912 54,234
Total Assets 42,50,289 40,06,765
II. LIABILITIES AND EQUITY
Liabilities
I. Financial Liabilities
Payables
(I) Trade payables
(i) total outstanding dues of micro enterprises and
small enterprises
(ii) total outstanding dues of creditors other than
micro enterprises and small enterprises
(II) Other payables
(i) total outstanding dues of micro enterprises and
9 6
small enterprises
(ii) total outstanding dues of creditors other than
5.618 4.050
micro enterprises and small enterprises
Debt securities 6.96.674 6,51,514
Borrowings (other than debt securities) 17.83,965 17.28,829
Deposits 7.50.563 6,82,839
Other financial liabilities 32.608 33,383
Total Financial Liabilities 32,69,437 31,00,621
2. Non-Financial Liabilities
Provisions 2,772 2.660
Other non-financial liabilities 3,226 6,236
Total Non-Financial Liabilities 5,998 8,896
Total Liabilities 32,75,435 31,09,517
3. Equity
Equity Share Capital 6,687 6,663
Other Equity 9.68.167 8.90,585 -c;C'··
Total Equity {\ 9,74,854 8,97 ,24Jj '\) ,.~:
40,06,~1(~
1
Total Liabilities and Equity 42,50,289 I . \
Statement of Unaudited Standalone Cash Flow for the Half-Year ended September 30, 2022
Rs in lakhs
Half-Year Ended
Particulars September 30, 2022 September 30, 2021
(Unaudited) (Unaudited)
Rs in lakhs
As at As at
Components of cash and cash equivalents September 30, 2022 September 30, 2021
(Unaudited) (Unaudited)
Cash on hand 7,362 6,087
Balances with banks
- in current accounts 1,48,853 83,873
- in deposit accounts having original maturity less than three months 2,99,610 3,03,789
Total 4,55,825 3,93,749
SHRIRA.\1 CITY l'IIO" FI'IA'ICE LI.\IITED
CIN L651YITNI9861'LCOI2840
Rcgd Office· No: 123. Ang.appa Natcken Street_ Chennat- 600 (JO\
\\'chsHc \\\\W_shriramcttv.in Email· scct-'dshnramcit\· m
~otes:
The above fmanctal n:sults for the !..JUartcr and half ~car ended September 30. 2022 have been rcvtcwcd by the AudH and Rtsk Management Comrmttee and approved by the Board of Dm:-ctors at their resrcctin~
nu..·ctmg.s held on Octo her 21. 2022
2 The aho\·c stnnd3lonc fmanctal results fur the quarter and half year ended September 30. 2022 have been suhJCCtcd to lmlJted renew by the Jotnl St~ltutory Audttors of the Company
Dunng the L\uarh~L the Company allotted 1.66.YO I CLJuity shares of Rs I0/- each fu!ly p~ud. tm exerctse of options \ested to the employees under the Employees Stock Option Scheme 2013
..J. Dunng the quarter. the Company granted 28.838 number or ort10ns to tts digihl~ ~mployc~s unJ~r the Employees Stock Opt ton Scheme 2013
The Board of Dtrectors ,1r
the Company in tts meeting hdd on December I~- 2021 has appro\-cd a Composite SchenK' of Arrangement and Amalgamation ("Scheme")_ tnter alia, invol \lng amalgamation of Shriram
Capt tal Ltml!ed tatter de-merger of a few undertaktngs from the satd Shnram Capt tal Limttcd) and the Cnmpany \\ith Shriram Transport Fmancc Company Ltmited under Sections 230 to 232 and other applicable
pro\tsions of the Compantes AcL 2013 The satJ Scheme ts effcctnc upon apprO\·al of shareholders. creditors. l[on'hle Nattonal Cl)mpany Law TribunaL RcserYe Bank of [ndia and other regulator~ and statutory
appwvals as nl~p!tcablc \\ith an appointed date of April I. 2022 The Company has recei\·cd ohsen·atJOn letters dated M<trch 15. 2022 and t\farch 16, 2022 from BSE Limited (designated Stock Exchange) and National
Stock h..:changc of lnJta Ltd respcctncly The Company has rcccn·ed tl\_l ob_1cctton to the scheme from Resen·e Bank of Jndta nde its letter dated June 15, 2022 As per the J~r~.:ctions of the Hon'blc National Com pan~
Lm\- TnhunaL Chennat ( "NCI T") m the common order dated May II. 2022. the meeting of th~ Equity Shareholders. Secured Creditors and Unsecured Creditors was hdd on July 6, 2022 and the scheme \\as
approved b~ the requisite maJority of the Eqlllt~ Shareholders. Secured Credttors and Unsecured Credttnrs 111 their rcspecti\e meetmgs The Company' has also received approval to the scheme from Competition
Commtss1on of lndta (CCI) \'tdc its letter dated August L 2n22_ The Company Pctttion filed before the Hon'blc Nattonal Com pan!' Lm\· TribunaL Chcnnai Hench for sanction of the Scheme \Vas listed for final heanng
on October IY. 2022 \\hich \\·as heard and the order IS a\\Jttcd
n The pnnctpal business of the Com pan~ !S ftnancmg activtty Further. all actt\ tiles arc earned out \\·ithm India As such. there arc no separate rcportahle segments as rer the Jnd AS 108 - ·operatmg Segments'
7 The Cnmpat1\''s secured ltstcd Non-Com·crtthle Debentures (NCDs) aggregat111g toRs (\96.6741aJ...hs as on September 30. 2tC2 arc secured by \\·ay of first and exclusive charge on spcctftc future receivables and on
tdcnttftcd tmnlllvahlc prnperttes of the Comp::my in t'a\our of rcspectt\e Debenture Trustee(s) and the Company mamtams I 00% asset cover for the NCDs ami tntcrcst thereon
8 Disclosures pursuant to RBI Nottftcatton - RBI/20:?0-21 /16 OOR.No.BP. BC/3/21 .O..J..048/20.20-21 dated August 6.2020 and RBI/2021-2.2/31 OOR.STR_RI:C ! 1/21 .04.048/2021-22 dated May 5. 2021 Resoluttun of
CoviJ-lll related stress of 111d1\ tduals and Small Bus messes
Rs in lak:hs
Exposure to al'l'Ounts dassified or(.\), aggregate Of(.\) amount Of(A) amount paid by ~\Pr\ as on Exposure to anounts dassified
as Standard l'onsequent to debt that slipped written off durin~ the borrowers durin!! \larch 31,2022- as Standard consequent to
Typr of borrower implementation of resolution into 1'\PA during the half-yt•ar the half year l 1 pl?:raded durinl?: implementation of resolution
plan- Position <lt the end of the hnlf-year the half-year plan- Position at the end of
.\larch 31.2022 (A) September 30, 2022
Person:1l Loans 2-l.2\f - - I 47 2282
Corporate persons 19.463 98 u,sn 3o I X X4 1,191.24 S56.93 16.454 53
Of\\htch. MSMFs IY.463 9S 2,h5h30 18.X4 I .191 24 856 93 16.454 53
Others 3.15593 57139 1172 164.35 202.16 2.60863
Total 22M4.20 3,229.69 30.56 1,357.06 1.059.09 19,085.98
9 The Company has not 3C4Utred nr tr:1nsfcrrcd anY Inan not lt1 default or an~ stressed loan Juring the half year ended September 30. 2022
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SHRIRA'I CIT\ l':\10:\ FI:\A:\CE LI'IITFD
CIN L651YITNIY86PLCill28~()
Rcgd Offtcc No: 123. Angappa Natcken Street. Chcnnat- 600 00 I
WL'hsite \\'\\W_shnranKlt\-. m Email· scctt,i'shnr~mu.:lty in
\otes:
]() In terms of the rcyuiremcnt as per RHI notificatnm no RBI/201 4-2Wl7l) DOR (NBFC)_CC PD No. 109/2:2 \()_106/2019-20 dated t\larch 13. :2020 on lmpk~mentatlon of lndtan A.ccounttng Standards, Non-l3ankmg
FtnatKt~ll
Compantes (NBFCs) are requtrcd to create an impcHrmcnt rcscr\c for an~ shortfall 111 tmpamncnt alknvanccs under Ind AS 109 and Income Recognition. Asset Classtflcatton and Prov!Sllllllllg (IRACP)
norm'i (mcluding pro\ tsJon on standard assets) The tmpairment al!ow~mccs under lnd AS l()l) maJc by the Company c>..cccds the total provision required under IRACP (mcluding standard asset provtstontng), as at
September 30, :2022 and accordingly_ ntl amoum 1s required to be transferred to 1mpa1rment reserve
II The Code on Soc tal Sccurity. 2020 (the Code) has been cnw.:tcJ. \\htch \\OulJ tmpact contribution b) the Company to\\arJs Provident Fund and Gratuity The cttCct1vc date from which changes arc appl1cablc ts yet to
be not1ficd and the rules thereunder arc yet to bl.:' announced_ The actual11npact on account ofth1s change \\ill be evaluated and accounted for v.·hen notification becomes effective
12 Disclosures 111 complwnce \\ tth Regulation 52 (4) of the SEBI ( l.tstmg. C)bligatlons and Disclosure Requirements) Regulations. 2015 for the quarter and half year ended September 30, 2022 is attached as Annexure I
13 The figures for the prc\·ious quarter I pcrinJ ha\·c been regrouped I rcarrangc:J: \\ hcrc\·cr necessary to conform to the cmrcnt period presentation
1-J. The ahO\c financial results arc cnailablc at www nscmd1a.com. W\\-w.bse111d1a.com and v.·V..'\\· shnramc1t~ .in
Bv order of the Board
For Shriram City llnion Finance Limited
Place ChcnnJi
Date Oct(lhcr 21. .:n22 DIN. 0005c308
SHRIRAM CITI' UNION FINANCE LIMITED
CIN: L65191TNI986PLC0\:0:840
Regd Office: No-1:0:3. Angappa Naicken Street. Chennai- 600 001
Website: www.shriramcity.in Email: sect@shriramcity.in
Informatton as required by Regulations 52(4) of the Securities and Exchange Board oflnd1a (Listing Obligations and Disclosure ReqUirements) Regulations. 2015
Annexure I
Standalone
Quarter Ended Half-\'ear Ended \'ear Ended
S. No. Particulars
September 30, 2022 June 30,2022 September 30.2021 September 30, 2022 September 30, 2021 March 31, 2022
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
1 Debt- Equity ratio (times) 3.41 3.63 3 18 3.41 3_18 3.51
2 Outstanding redeemable preference share (no's) No! Nil Nil Nil Nil Nil
3 Outstandmg redeemable preference share (Rs. in lakhs) No I Nil Nil Nil Nil Nil
4 Capital redemption reserve (Rs. in lakhs) 2.3:0:9 1,3:!9 1.329 1.319 1,319 1.319
5 Debenture redemption reserve (Rs. in lakhs) Nil Nil No I Nil Nil Nil
6 Securities Premium Account 1,83.978 1.81.380 1.75.919 1.83.978 1.75.919 1.80.705
7 Paid-up Equity Share Capital 6,687 6,670 6.606 6,687 6.606 6.663
8 Net worth (Rs. in lakhs) 9,47,033 9.07.4:0:3 8.31.854 9.47.033 8.31.854 8.72.797
9 Net profit after tax (Rs. in lakhs) 34.9"~8 32,279 '"'~8,226 67.207 49,025 1,08,619
10 Earnings per equity share (Not annualised for interim penods)
Basic (Rs.) 52.31 48.42 42_75 100_73 74.26 164 16
Diluted (Rs.) 51.54 47.92 42_29 9946 73.51 163 17
II Total debts to total assets 0.76 0_77 0.75 0.76 0.75 0.76
12 Net profit margin(%) 17.78'% 17.52% 17_82'7o 17.65% 15.92% 16.63%
13 Sector specific equivalent ratios
Capital adequacy ratio(%) 26 21'~-0 2659% 29.11% 26.21°,0 29.11% 2678%
Gross NPA ratio(%) 5.93%. 6.11% 6.86%, 5.93% 6.86% 6_31%
Net NP A ratio(%) 3 29% 3 32% 3.47% 3.29% 3 47% 3.30"-'o
NP A provisiOn coverage ratio (%) 4611% 47.13% 51.:0:4% 4611% 51.24% 49.:0:8°/o
Leverage Ratio (times) 358 3.80 3.39 3.58 3_39 3 70
Liquidity ooverage ratio(%) 409.82% 599.63%, 408_15°-'o 409.82% 408.15~0 353 63~-o
Notes:
l. The following ratios are not applicable to the Company being NBFC:
Debt service coverage ratio. Interest service coverage ratio. Current ratio. Wng term debt to working capital. Bad debts to Account receivable raho. Current liability ratio. Debtors turnover. Inventory turnover and
Operatmg profit margin
2. Formulae for computation of Ratios
a.Debt- equity ratio~ (Debt securities+ Borrowmgs (other than debt securities)+ Deposits) I Net worth
b.Total debts to total assets~ l Debt securities+ Borrowmgs (other than debt secunties) +Deposits) I Total assets
c.Net profit margin= Net profit after tax I Total mcome
d.Cap1tal adequacy ratio= Adjusted net worth I Risk weighted assets. calculated as per applicable RBI guidelines
e.Leverage rat10 =Outside habiht1es I Adjusted net worth. calculated as per applicable RBI guidelines
fGross NPA rat1o (0:0) =Gross stage 3 loans I Gross loans
g.Net NPA rat1o (0:0) =Net stage 3 loans /(Gross loans- ECL on stage 3 loans) where Net stage 3 loans= Gross stage 3 loans- ECL on stage 3 loans
h.NPA provilnon coverage ratio(%)= ECL on stage 3 loans I Gross stage 3 loans
3. Liquidity coverage ratio (LCR) is calculated u per circular no. RBI/2019-20/88 DOR.NBFC (PD) CC. No. 102/03.10.000112019-20 dated November 04, 2019 issued by Reserve Bank of India.
4. Net worth is calculated as defined in section 2(57) of Companies Act 2013.
5. Adjusted Net worth is the Net Owned Fund as per RBI guidelines.
6. NPA stands for Non-Performing Astets I Stage 3 Assets.
n Finance Limited
Place: C'hennai
Date : October 21. 2022
j
Standalone Secnrity Cover Certificate as per ReJ[IIIation 5413) of the SEBI (LODR! Re«alationa,2015 as on September 30, 2022
II:Umiaation
Pari- Pasau Related to only thoae itema coven.d by thU. certlflcate
on [amount ia
Chara;e
ne. .tivel
Book Value Book Value Yea/ lfo Book Value Book Value Relatiaa: to CloumD F
ASSETS
Proper-ty, plant and l'"r<>ehold Land 2.31 6,909.34 6,911.65 2.31 2.31
equipment
C«pltal work m Progress
R1 ht-of-use asset~ 16,131.79 16,131.79
Goodwill
lntangtble assets 230 19 230.19
lntang1ble assets under 654 00 654.00
develnpment
Investments 2,29,423.91 2,29,423.91
Loans/ Adavances
(Net of ProV'lsions 7,83,518.49
Loan~ 7,83,518.49 19,97,317.77 6,13,752.13 a3,94,S88.39 7,83,518.49
and sell down
Por-tfolir>J
lnventones
T! ade recetvables 249.27 249.27
Other Debt
.
Subordmated debt
BorrowtnRS 17,83,965.29 17,83,965-29
Not to be Filerl
.
o~bt Secunlles
DepOsitS 7,50,562.81 7,50,:562.81
payables
(J!_h~r 5,626.99 5,626.99
Lease hab!liues . 17,955.37 17,955.37
Provts1ons 2,772.44 2,772.44
0th~rs 17,878.30 17,878.30
Total LiabiUtiea 6,96,673.71 17 83 96:5.29 7 94 795.91 32,75 434.91
Cover o11o Book value 1.12
Cover oD Market value
Itxctuslve
Pari Pusu Sect~rity
Security Cover 1.12
Cover n.tio
~tio
f
Notes
w~ confirm that the Company has complied w1th the cov~nants ment1onerl m the dtsclo~ure documents of the Secured redeemable Non-conver-t1ble debentures for the penod ended September 30,2022
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Abarna and Ananthan. R. Subramanian and Company LLP
Chartered Accountants Chartered Accountants
521, 3rd Main Rd, 2nd Phase, 6th Block, New No. 6, Krishnaswany Avenue,
Banashankari, Luz, Mylapore,
Bengaluru - 560085. Chennai- 600 004.
Independent Auditor's Review Report on the Quarterly and Year to Date Unaudited
Standalone Financial Results of Shriram City Union Finance Limited Pursuant to the
Regulation 33 and 52(4) read with Regulation 63 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended
Review Report to
The Board of Directors of
Shriram City Union Finance Limited
3. VVe conducted our review of the Statement in accordance with the Standard on
Review Engagements (SRE) 2410 "Review of Interim Financial Information
Performed by the Independent Auditor of the Entity", issued by the h1stitute
of Chartered Accountants of India. I11is standard requires that we plan and
perfonn the review to obtain moderate assurance as to whether the Statement
is free of n1aterial nlisstatenwnt. ·\ rev it>\\ ts li.m ted primarily to inL uiril'S of
·~~C? Ai\ _:><:-._.
1
/'~·~:;~:"; - . . '
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company personnel and analytical procedures applied to financial data and
thus provides less assurance than an audit. A revie\V is substantially kss in
sn,pe than an dudit conducted in accordann' with St,n1dards em Auditing and
consequently does not l'nable us to obtain clssurance that we would beco1ne
aware of all significant matters tl1dt might be identified in an audit.
Accordingly, we do not expn'ss an audit opinion.
4. Based on our review conducted as above, nothing has con1e to our attention
that causes us to believe that the accompanying Statement, prepared in
accordance with the recognition and measurement principles laid down in the
aforesaid lnd AS 34 prescribed under Section 133 of the Companies Act, 2013,
as mnended, read with relevant rules issued thereunder and other accounting
principles generally accepted in India, has not disclosed the information
required to be disclosed in terms of the Listing Regulations, including the
maimer in which it is to be disclosed, or that it contains any material
nusstateinent.
For l\1/s Abarna & Ananthan For R. Subramanian and Compam· LLP
Chartered Accountants Chartered Accountants
Firm Registration Number: Firm Registration Number:
0000035 004137515200041
v-u,yS~
~
CA (l\lrs) L1litha I{ameswaran CA K fayas,mkar
P;;1rtner Partner
1\l.No. 207867 M No 014156
UDIN: 2207867BANYDK6896 UDIN: 22014156BAORJE7962
1~ i
SHRIRAM CITY (INION FINANCE LIMITED
CIN: L65191TN 1986PLC01~8-IO
Regd Office. No 1~3. Angappa Naicken Street. Chennai- 600 001
Website: wv.w.shriramcity_in Email: sect@shriramcity.in
Statement of Unaudited Consolidated Finsncial Results for the Quarter and lllllf-\'ear ended September 30, 2022
Rs. in lakh•
Quarter Ended Half-Year Ended Year Ended
S. No. Partirolan September 30, 2022 June 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 March 31, 2022
(Unaudited) (llnaudited) (ll naudited) (ll oaudited) (Unaudited) (Audiled)
Statement of Unaudited Consolidated Assets, Liabilities and Equity as at September 30, 2022
Rs. in lakhs
at Asat
Particulars 30,2022 March 31,2022
ASSETS
I. Financial Assets
Cash and cash equivalents 4,70.725 5,26.909
Bank balance other than above 1,19,269 1,57,325
Derivative financial instruments 96
Receivables
(I) Trade receivables 249 439
(II) Other receivables 36
Loans 39,48,932 35,54,600
Investments 1,83,352 1.30,948
Other financial assets
Total Financial Assets
2. Non-Financial Assets
Current tax assets (net) 2,377 3,236
Deferred tax assets 18,723 15,166
Property. plant and equipment 7,875 6,955
Intangible assets 497 499
Intangible assets under development 654
Right of use assets 18,885 17.682
Other non-financial assets 742
Total Non-Financial Assets 66,280
2. Non-Financial Liabilities
Provisions 1.991
Deferred tax liabilities 3,186
Other non-financial liabilities 6,518
Total Non-Financial Liabilities 12,696
3. Equity
Equity Share Capital 6,687
Other Equity 10.04,527
Equity attributable to Equity Holders of the Parent 10,11,214
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SHRIRAM CITY UNION FINANCE LIMITED
CIN: L65191TN1986PLC012840
Regd Office: No:l23. Angappa Naicken Street, Chennai- 600 001
Website: www.shriramcity.in Email: sect@shriramcity.in
Statement of Unaudited Consolidated Cash Flow for the Half-Year ended September 30, 2022
Rs. in lakhs
Half-Year Ended
Particulars September 30, 2022 September 30, 2021
(Unaudited) (Unaudited)
C. CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of equity share capital including securities premium and
844 228
share application money
Increase I (decrease) of debt securities 71.733 1,27,196
Increase I (decrease) of borrowings 1.23.261 (97. 795)
Increase I (decrease) of deposits 67.724 82.239
Payment oflease liabilities (3.995) (3,604)
Dividend paid on equity shares - (15,181)
Net Cash from I {used in) financing activities {C) 2,59,567 93,083
Net increase I {decrease) in cash and cash equivalents (A+B+C) (56,184) ll,465
Cash and cash equivalents at the beginning of the year 5,26,909 3,91,642
Cash and cash equivalents at the end of the period 4,70,725 4,03,107
Rs in lakhs
September 30, 2022 September 30, 2021
Components of cash and cash equivalents
(Unaudited) (Unaudited)
Cash on hand 7.362 6.087
Balances with Banks
- in current accounts 1.56.743 90.730
- in deposit accounts having original man1rity less than three months 3.06.620 3,06.290
Total 4,70,725 4,03,107
SHRIRAM CITY UNION FINANCE LIMITED
CIN: L65191TNI986PLCOI2840
Regd Office: No:l23, Angappa Naicken Street, Chennai- 600 001
Website: www.shriramcity.in EmaiL sect@shriramcity.in
Notes:
1. The above financial results for the quarter and half year ended September 30, 2022 have been reviewed by the Audit and Risk Management Committee and approved by the Board of Directors at their respective
meetings held on October 21, 2022.
2_ The above consolidated financial results for the quarter and half year ended September 30, 2022 have been subjected to limited review by the Joint Statutory Auditors of the Company
3. The Board of Directors of the Company in its meeting held on December 13, 2021 has approved a Composite Scheme of Arrangement and Amalgamation ("Scheme"), inter alia, involving amalgamation of Shriram
Capital Limited (after de-merger of a few undertakings from the said Shriram Capital Limited) and the Company with Shriram Transport Finance Company Limited under Sections 230 to 232 and other applicable
provisions of the Companies Act, 2013. The said Scheme is effective upon approval of shareholders, creditors, Hon'ble National Company Law Tribunal, Reserve Bank of India and other regulatory and statutory
approvals as applicable with an appointed date of April I, 2022. The Company has received observation letters dated March 15, 2022 and March 16, 2022 from BSE Limited (designated Stock Exchange) and National
Stock Exchange of India Ltd respectively. The Company has received no objection to the scheme from Reserve Bank of India vide its letter dated June 15, 2022. As per the directions of the Hon'ble National Company
Law Tribunal, Chennai ("NCLT") in the common order dated May II, 2022, the meeting of the Equity Shareholders, Secured Creditors and Unsecured Creditors was held on July 6, 2022 and the scheme was approved
by the requisite majority of the Equity Shareholders, Secured Creditors and Unsecured Creditors in their respective meetings. The Company has also received approval to the scheme from Competition Commission of
India (CCI) vide its letter dated August 1, 2022. The Company Petition filed before the Hon'ble National Company Law Tribunal, Chennai Bench for sanction of the Scheme was listed for final hearing on October 19,
2022 which was heard and the order is awaited.
4. The principal business of the Group is financing activity. Further, all activities are carried out within India. Details of Reportable segments as per Ind AS 108 - 'Operating Segments" is attached in Annexure 1
5. The Group's secured listed Non-Convertible Debentures (NCDs) aggregating to Rs.7,70,999 lakhs as on September 30, 2022 are secured by way of first and exclusive charge on specific future receivables and on
identified immovable properties of the Groups in favour of respective Debenture Trustee(s) and the Group maintains 100% asset cover for the NCDs and interest thereon.
6. Disclosures pursuant to RBI Notification- RBI/2020-21116 IXJR.No.BP.BC/3/21.04.048/2020-21 dated August 6,2020 and RBI/2021-22/31 OOR.STR.REC.ll/21.04.048/2021-22 dated May 5, 2021: Resolution of
Covid-19 relateri stress of individuals and Small Businesses.
Exposure to accounts classified Of (A), aggregate debt that Of (A) amount written off Of (A) amount paid by the NPAason Exposure to accounts classified
as Standard consequent to slipped into NPA during during the half-year borrowers during the half March 31, 2022- as Standard consequent to
Type of borrower implementation of resolution the half-year year Upgraded during implementation of resolution
plan- Position at the end of the half-year plan- Position at the end of
March 31,2022 (A) September 30, 2022
Personal Loans 14,033.27 1,717.40 - 444.03 523.35 12,395.19
Corporate persons 19,463.98 2,656.30 18.84 1,191.24 856.93 16,454.53
Of which, MSMEs 19,463.98 2,656.30 18.84 1,191.24 856.93 16,454.53
Others 3,155.93 573.39 11.72 164.35 202.16 2,608.63
Total 36,653.18 4,947.09 30.56 1,799.62 1,582.44 31,458.35
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SHRIR.\\1 CITY r~IO~ H\A:-:CE LIMITED
CIN_ I 05141TN\9R6PLC0128-W
Regd Oftlce: No 1~3. Angappa Na1cken Street. Chenna1- 600 001
\Vebsite \\-W\\ shnramctl\'.111 Email_ sect"tishnramcit~ 111
7 !'h..; Code on SlKJal Sccunt~. 2020 (the Code) hns been enacted. \\lllch \\llU!d tmpnct contribution b:. the Group hnvards Prmtdent Fund anti Ciratuity. The cfkctiH:- date from \\hich changes arc applicable is ~L't to be
nottfit.'d and the rules thereunder arc~ ct to he announced Tht: actual llllpact on account of this chang.c will be cvaluatcJ and accounkd f(Jr vihcn notification becomes etTecti\ e
8 Disclosures 111 compliance \\Jth Rcgulauon 52 (4) ofth~..? SU{l tL1sUng Obligations and Disclosure Requirements) Regulations. 2015 for the quarter and half year ended September JO. 2022 ts nttached ns Annexure 2
9 The consolidated financial results relates to M·s Shrinun Cit~ lJni@ Finance Limned (''Company .. ) amltts substdtary C'Shnram Housing Finance Ltmttcd ·l (together hereinalter retCrrcd to as "(iroup··)
10 l"he figures for the rre\mus quarter penod ha\·e been regrouped rearranged: wherever necessary to conl(mn to the current period presentatiOn
II The abll\e tlnanctal results an,; a\atlable at W\\\V nseinJia com \\\\\\' bsL'mdta.com and \\WW.shriramctty.Ht
)
Placl'. Chcnnai
Date. ( Jctoh..·r 21. 2022
.
'
~ment wi~ Rn·enue. Results and Capital Employed for Consolidatt'd financial t't"sults under Listing Regulations, 201!i
Anne'l.llTC [
R s. m lkb
a
Half-Yem· Ended Year Ended
'
Quarte•· Endt>d
S. No. Particulars Septembf'•· 30, 2022 June JO, 2022 September 30, 2021 September JO, 2022 September 30, 2021 Man:h 31,2022
(llnauditedl (Unaudited) (Unaudited) {Unaudite-d) (llnaudited) (Audited)
1 Segment Rrvt'nue
Retail Finance 1,96,-B.'i 1.84.266 US,-115 3,80,701 3.07.981 6,53,0.Fl
Housmg Fmance 19,137 16,011 11.392 35.148 13.815 53.164
Unallocable revenue 71 37 93 108 176 (108)
Total 2,15,643 2.00..114 1,70,910 4,15,957 3,31,972 7,05,995
2 Srgment Results (Profit I L:lss t.eron• tax)
Retail Finance 46569 43.131 37,656 8Q,700 65,576 1,-16,124
Housing Finance 4,576 4,036 1545 8.612 4.038 10.914
Unallocable 121 127 n 248 229 ( 178)
Total 51.266 47,294 40,298 98.,560 69.843 1.56.860
3 Segment Assets
Retad Finance 42.50,289 42,73,075 35,-N,442 42,50,289 35,49,442 -10.06.765
Housmg Finance 6,31,670 5,68,785 4,23,615 6,31.670 4,23,615 5.16,834
Other Unallocable assets (67.003) (67,724) (37,444) (67,603) (37,444) (67.823)
Total 48,14,356 47.74,136 39,35,613 48,14.356 39,35,613 44.55,776
4 Segment Liabilities
Retatl Fmance 32.75,435 33.38,913 26,94,527 32,75.4.'15 26,94.527 31,09,517
Housing Finance 5.09,415 4,·N.%6 J.-13.003 5,09,415 3,43,003 4,01.075
Other Unallocable habihttes 18
Total 37,84,850 37,88,879 30,37.530 37.84.850 30,37.530 35,10,620
5 Capital Employed (Segment AsS('tS- Segnlt'nt Liabilities)
Note:
The Group's operatmg segments are estabhshed on the basts of those componeflls of the Group that are evaluated regularly by the 'Chief Operatmg DectsJOn Mat...er' as detined m Ind AS 108 - 'Operatmg Segments'
In Computmg the segment informauon. Certam esllmates and assumptions have been made by the management, whtch have been relied upon by the Jomt Statuto!)· AudLtors
Segment informauon for the pre"1ous penods has been restatedlregrouped1re-classtfied wherever necessary. to confonn to the current penod presentation
,,-
·~·
.'
SHRIRAM CITY UNION FINANCE LIMITED
CIN: L65191TNI986PLCOI2840
Regd Office: No: 1:23, Angappa Naicken Street, Chennai- 600 001
Website: W\\'W shriramcity.in Email: sect@shriramcity.in
Information as required by Regulations 5:2(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
Annexure"'~ -
Consolidated
Quarter Endtd Half-YearEndtd Year Endrd
S.No Particulan
September 30, 2022 June 30, 2022 September 30, 2021 Stoptembu 30, 2022 Stoptember 30, 2021 Msrch 31, 2022
- tlT naudittdl fUnaudittd) (Unauditfill (ll n.udittd) (Unaudited) IAuditfill
I Debt- Equity ratio (times) 3.79 3_97 3A8 3.79 3.48 3.83
Outstanding redeemable preference share (no's) Nil Nil Nil Nil Nil Nil
'
3 Outstanding redeemable preference share (Rs. in Lakhs) Nil Nil Nil Nil Nil Nil
4 Capital redemption reserve (Rs, in Lakhs) ~.329 ~.329 ~.3~9 2,329 2.3~9 2.329
5 Debenture redemption reserve (Rs_ in Lakhs) Nil Nil Nil Nil Nil Nil
6 Securities Premium Account 1.94,260 1.91,665 1,85,761 1,94,260 1,85,761 1,90,989
7 Paid-up Equity Share Capital 6,687 6,670 6,606 6,687 6,606 6,663
8 Net worth (Rs. in Lakhs) 9,82.774 9,40,068 8,59,058 9,82,774 8,59,058 9,02,734
9 Ne~ p~ofit after tax (Rs. in Lakhs) 38,451 35,427 30,201 73,878 52,219 1,16,475
10 Earnings per equity share (Not annualized for interim periods)
Basic (Rs.) 56_81 52.47 45.21 10928 78_29 174.07
Diluted (Rs.) 55.99 51 92 44.72 107.91 77.49 173 02
II Total debts to total assets 0.77 0_78 0.76 0.77 0.76 0_78
12 Net profit margin('%) 17.83%· 17.69""0 \7_67'% 17.76% 1573°-0 16 50%
13 Sector specific equivalent ratios
(i) Capital adequacy ratio(%)
(a) SCUF 26.21% 26.59% 29.11°'0 26.21% 29.11% ~6 78°/o
(b) SHFL 27.27% 2956% 24.86~-o 27_27% ~4,86°'o 30_89'%
(ii) Gross NP A ratio (%)
(a)SCUF 5.93% 6.11% 6.86% 5.93%· 6.86% 6_31%
(b) SHFL IS!% 1.56°-'0 1_91'% 152% 19\ 0 'o 1.72%
(iii) Net NPA ratio(%)
(a) SCUF 3.29'% 3.32°·0 3.47% 3.29% 3 47% 3.30"--o
(b) SHFL l.\6% 119"-o 1.48% I \6°'o 1.48°'0 I 32°--o
(iv) NPA provision coverage ratio (0 -o)
(a) SCUF 46_\\ 0-o 47.13% 51.24% 46.11% 51.24% 49.28°--o
(b) SHFL 2427% 23 51°0 ~2.67% 24.27% 11.67";, ~3 400-o
I. The following ratios art not applicable to the company ~ing NBFC:
Debt service coverage ratio, Interest service coverage ratio, Current ratio, Long term debt to working capital, Bad debts to Account receivable ratio, Current liability ratio. Debtors turnover. Inventory turnover. Operating
margin. Liquidity Coverage ratio and Leverage ratio
2. Formulae (or computation o!Ratio1
a. Debt- equity ratio= (Debt securities+ Borrowings (other than debt securities)+ Deposits) I Networth
b. Total debts to total assets= (Debt securities+ Borrowings (other than debt securities)+ Deposits) 1 total assets
c Net pwfit margin= Net profit after tax I total income
d. Capital adequacy ratio= Adjusted net worth I Risk weighted assets, calculated under lnd AS as per applicable RBIINHB guidelines
e. Gross NPA ratio(%)= Gross stage 3 loans I Gross loans
f. Net NPA ratio(%)= Net stage 3 loans I (Gross loans- ECL on stage 3 loans) where Net stage 3 loans= Gross stage 3 loans- ECL on stage 3 loans
g. NP A provision coverage ratio (0/0) = ECL on stage 3 loans I Gross stage 3 loans
3. Nrtworth is cakulatf'd as drfined in section 2(37) o!Companin Act 2013.
4. NPA Stands (or Non~Performing Asuts I Stage 3 AJirltl.
Place. Chennai
Date October 21. 2022
._~ !.'
co ... oliclatecl Security Cover CertiBeat.., aa per Replatloa 54(31 of the SltBI (LODRl Rel[al..tiona,2015 .. on September 30, 2022
RaiD Lakha
• c D G H K M
• 0
EllmiD.atioa
oo(. . o1latbl Related to o.,Jy those l.tema covered 1ty thla certificate
aepthrej
eadualve plus
aide)
.........
charted oa ::::::.: :e:=~e; ......
aaeertainable or
Market value for
Pari Pauu Chara;e
pu:l pusu chaq:e
aasets•heN
market value Ia
ToW
Vda.e(•L+M+If+OJ
Book Vda.e Book Value Yes/lfo Book Value Booii:Vallle Relati.Di to Clouma F
ASSETS
Property, plant and 2.59 7,872.71 7,875.30 2.59 2.59
Freehold Land
equ1pment
Capital work in Pro !"eSS
Ri ht-of-use assets 18,885.18 18,885.18
Goodwill
!ntang1ble assets 496.74 496.74
Intang1ble assets undn 654 00 654.00
d~velopment
Loans/ Adavances
(Net of Prov1s10ns (10,857.05) 39,48,932.36 8,59,088.68 8,59,088.68
Loans 8,59,088.68 24,56,366.06 6,44,334.67
and sell rl<Jwn
Portfolio)
Inventones
Trade receivables :149.27
0ther rece!Vabl~s 35.40 35.40
Other Debt
Subordmated debt
Borrowm s 22,00,044 37 . 968.20 22,01,012.57
Bank Not to be Ftled
o.,bt Secunu"s
Deposits 7,50,562.81 7,50,562.81
Other payables 7,247.16 7,247.16
Lease hab1hhes 20,754 12 20,754.12
P10V1SIOns 3,059.71 3,059.71
CJth.,rs 25,410.69 25,410.69
Total Li•bWties 7 70 998.51 22 00044.37 8,13,806.63 37 84 849.51
Cover 011 Book value 1.11
Cover 011 llluket value
Exctustve
Pari Pu.su Security
Security Cover 1.11
Cover ratio
~tl·
Notes
We con fu-m that the Group has complied Wlth the covenants ment10ned m the disdosu!"e documents of the Secured !"ede.-mable Non convert1ble debentures for the per1od ended September 30,2022
Abarna and Ananthan. R. Subramanian and Company LLP
Chartered Accountants Chartered Accountants
521, 3rd Main Rd, 2nd Phase, 6th Block, New No. 6, Krishnaswany Avenue,
Banashankari, Luz, Mylapore,
Bengaluru - 560085. Chennai - 600 004.
Independent Auditor's Review Report on the Quarterly and Year to Date Unaudited
Consolidated Financial Results of Shriram City Union Finance Limited Pursuant to
the Regulation 33 and 52(4) read with Regulation 63 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended
Review Report to
The Board of Directors of
Shriram City Union Finance Limited
We also performed procedures in accordance with the circular Issued by the SEBI
under Regulation 33 (8) of the Listing Regulations, as amended, to the extent
applicable.
5. Based on our review conducted as above, nothirlg has cmne to our attention
that causes us to believe that the accompanying Statement, prepared in
accordance with the recognition and measurement principles laid down in the
aforesaid Ind AS 34 prescribed under Section 133 of the Companies Act, 2013,
as an1ended, read with relevant rules issued thereunder and other accounting
principles generally accepted in India, has not disclosed the information
required to be disclosed irl terms of the Listing Regulations, including the
manner in which it is to be disclosed, or that it contairls anv material
1nisstate1nent.
OTHER MATIER
6. We did not review the firlancial results of the subsidiary irlcluded in the Statement,
whose firlancial results reflect total revenues of Rs. 19,138 Lakhs and Rs. 35,148
Lakhs and total net profit after tax of Rs. Rs. 3,403 Lakhs and 6,423 Lakhs and total
comprehensive income of Rs. 3,386 Lakhs and 6,398 Lakhs for the quarter ended 30
September 2022 and for the period from 1 April 2022 to 30 September 2022,
...
reports have been furnished to us by the Management of the Holding Company and
our conclusion on the Statement, in so far as it relates to the amounts and
disclosures included in respect of these subsidiaries, is based solely on the reports of
the other auditors and the procedures performed by us as stated in paragraph 3
above.
For \1/ s Abarna & Ananthan For R. Subramanian and CompanY LLP
Chartered Accountants Chartered Accountants
Firm Registration Number: 0000035 Finn Registration Number: 0041375/5~ 0041
Thanking you.
Yours faithfully,
For SHRIRAM TRANSPORT FINANCE COMPANY LIMITED
VIVEK ACHWAL
COMPANY SECRETARY
Enc.a/a
Additional disclosure of related party transactions - applicable only in case the related party
transaction relates to loan, inter-corporate deposits, advances or investments made or given by the
listed entity/subsidiary. These details need to be disclosed only once, during the reporting period
when such transactions was undertaken.
In case monies are in case any financial indebtness
due to either party is incurred to make or give loans,
as a result of inter corporate deopsits, Details of the loans, inter corporate deposit, advances or
Details of Counterparty transaction advances or investments investments
Received Warrant
Exercise Price
towards conversion
of warrants into
2 STFC* Shriram Capital Limited Promoter equity shares 250.00 187.50 62.50 - - - - - - - - -
Service Charges
3 STFC* Shriram Capital Limited Promoter paid 50.00 23.09 - - - - - - - -
Additional disclosure of related party transactions - applicable only in case the related party
transaction relates to loan, inter-corporate deposits, advances or investments made or given by the
listed entity/subsidiary. These details need to be disclosed only once, during the reporting period
when such transactions was undertaken.
In case monies are in case any financial indebtness
due to either party is incurred to make or give loans,
as a result of inter corporate deopsits, Details of the loans, inter corporate deposit, advances or
Details of Counterparty transaction advances or investments investments
At applicable
rates on
Shriram Asset Management Company Promoter Interest on fixed respective
16 STFC* Limited Group deposit paid deposits 0.12 - - - - - - - - - -
At applicable
Interest on rates on
Promoter subordinated debt respective
17 STFC* Shriram Life Insurance Company Limited Group paid sub debts 10.52 - - - - - - - - - -
At applicable
Interest on rates on
Shriram General Insurance Company Promoter subordinated debt respective
18 STFC* Limited Group paid sub debts 13.77 - - - - - - - - - -
At applicable
Interest on non- rates on
Promoter convertible respective
19 STFC* Shriram Life Insurance Company Limited Group debenture paid NCDs 0.87 - - - - - - - - - -
At applicable
Interest on non- rates on
Shriram Asset Management Company Promoter convertible respective
20 STFC* Limited Group debenture paid NCDs 1.15 - - - - - - - - - -
Shriram Financial Ventures (Chennai) Promoter Equity dividend
21 STFC* Private Limited Group paid 0.05 0.05 - - - - - - - - - -
Non convertible
Shriram Asset Management Company Promoter debenture
22 STFC* Limited Group redeemed 12.02 12.02 - - - - - - - - - -
Shriram Asset Management Company Promoter Fixed deposit
23 STFC* Limited Group repaid 0.75 0.75 - - - - - - - - - -
Recovery of
Promoter common sharing
24 STFC* Shriram Insight Share Brokers Limited Group expenses 5.00 0.01 - - - - - - - - - -
Recovery of
Promoter common sharing
25 STFC* Shriram Fortune Solutions Limited Group expenses 1.50 0.42 - - - - - - - - - -
Additional disclosure of related party transactions - applicable only in case the related party
transaction relates to loan, inter-corporate deposits, advances or investments made or given by the
listed entity/subsidiary. These details need to be disclosed only once, during the reporting period
when such transactions was undertaken.
In case monies are in case any financial indebtness
due to either party is incurred to make or give loans,
as a result of inter corporate deopsits, Details of the loans, inter corporate deposit, advances or
Details of Counterparty transaction advances or investments investments
Interest on Inter
corporate Deposit
34 STFC* Shriram Automall India Limited Associates paid 0.20 0.20 - - - - - - - - - -
At applicable
Interest on non- rates on
convertible respective
36 STFC* Shriram Automall India Limited Associates debenture paid NCDs 1.28 - - - - - - - - - -
Non convertible
debenture
37 STFC* Shriram Automall India Limited Associates redeemed 4.18 4.18 - - - - - - - - - -
Inter corporate
38 STFC* Shriram Automall India Limited Associates deposit repaid 3.80 3.80 - - - - - - - - - -
Recovery of
common sharing
39 STFC* Shriram Automall India Limited Associates expenses 2.00 0.24 - - - - - - - - - -
Received towards
40 STFC* Shriram Automall India Limited Associates Rent & electricity 7.00 2.11 - - - - - - - - - -
(Rs in Crores)
Additional disclosure of related party transactions - applicable only in case the related party
transaction relates to loan, inter-corporate deposits, advances or investments made or given by the
listed entity/subsidiary. These details need to be disclosed only once, during the reporting period
when such transactions was undertaken.
In case monies are in case any financial indebtness
due to either party is incurred to make or give loans,
as a result of inter corporate deopsits, Details of the loans, inter corporate deposit, advances or
Details of Counterparty transaction advances or investments investments
Fixed deposit
41 STFC* Shriram Automall India Limited Associates accpeted 5.00 5.00 - - - - - - - - - -
Inter corporate
42 STFC* Shriram Automall India Limited Associates deposit accepted 30.25 30.25 - - - - - - - - - -
Employer
contribution to
Shriram Transport Finance Co. Ltd. employees group
Employees Group Gratuity Assurance Other related gratuity assurance
43 STFC* Scheme party scheme 10.00 3.28 - - - - - - - - - -
Employee benefit
44 STFC* Mr. Umesh Revankar KMP # expenses 0.87 0.87 - - - - - - - - - -
Employee benefit
45 STFC* Mr. Nilesh Odedara KMP # expenses 0.32 0.32 - - - - - - - - - -
Employee benefit
46 STFC* Mr. P.Sridharan KMP # expenses 0.32 0.32 - - - - - - - - - -
Employee benefit
47 STFC* Mr. S.Sunder KMP # expenses 0.32 0.32 - - - - - - - - - -
Employee benefit
48 STFC* Mr. Parag Sharma KMP # expenses 0.25 0.25 - - - - - - - - - -
Employee benefit
49 STFC* Mr. U.Balasundara Rao KMP # expenses 0.33 0.33 - - - - - - - - - -
Employee benefit
50 STFC* Mr. Sudarshan Holla KMP # expenses 0.33 0.33 - - - - - - - - - -
Employee benefit
51 STFC* Mr. Hardeep Singh Tur KMP # expenses 0.33 0.33 - - - - - - - - - -
Commission &
sitting fee paid to
52 STFC* Mr. S. Lakshminarayanan KMP # directors 0.10 0.10 - - - - - - - - - -
Commission &
sitting fee paid to
53 STFC* Mrs. Kishori Udeshi KMP # directors 0.07 0.07 - - - - - - - - - -
Commission &
sitting fee paid to
54 STFC* Mr. S. Sridhar KMP # directors 0.08 0.08 - - - - - - - - - -
Commission &
sitting fee paid to
55 STFC* Mr. Pradeep Kumar Panja KMP # directors 0.09 0.09 - - - - - - - - - -
(Rs in Crores)
Additional disclosure of related party transactions - applicable only in case the related party
transaction relates to loan, inter-corporate deposits, advances or investments made or given by the
listed entity/subsidiary. These details need to be disclosed only once, during the reporting period
when such transactions was undertaken.
In case monies are in case any financial indebtness
due to either party is incurred to make or give loans,
as a result of inter corporate deopsits, Details of the loans, inter corporate deposit, advances or
Details of Counterparty transaction advances or investments investments
Equity dividend
68 STFC* Mr. S.Sunder KMP # paid 0.00 0.00 - - - - - - - - - -
Equity dividend
69 STFC* Mr. P.Sridharan KMP # paid 0.00 0.00 - - - - - - - - - -
Equity dividend
70 STFC* Mr. Sudarshan Holla KMP # paid 0.00 0.00 - - - - - - - - - -
Equity dividend
71 STFC* Mr. U.Balasundara Rao KMP # paid 0.00 0.00 - - - - - - - - - -
Additional disclosure of related party transactions - applicable only in case the related party
transaction relates to loan, inter-corporate deposits, advances or investments made or given by the
listed entity/subsidiary. These details need to be disclosed only once, during the reporting period
when such transactions was undertaken.
In case monies are in case any financial indebtness
due to either party is incurred to make or give loans,
as a result of inter corporate deopsits, Details of the loans, inter corporate deposit, advances or
Details of Counterparty transaction advances or investments investments
Additional disclosure of related party transactions - applicable only in case the related party
transaction relates to loan, inter-corporate deposits, advances or investments made or given by the
listed entity/subsidiary. These details need to be disclosed only once, during the reporting period
when such transactions was undertaken.
In case monies are in case any financial indebtness
due to either party is incurred to make or give loans,
as a result of inter corporate deopsits, Details of the loans, inter corporate deposit, advances or
Details of Counterparty transaction advances or investments investments
Additional disclosure of related party transactions - applicable only in case the related party
transaction relates to loan, inter-corporate deposits, advances or investments made or given by the
listed entity/subsidiary. These details need to be disclosed only once, during the reporting period
when such transactions was undertaken.
In case monies are in case any financial indebtness
due to either party is incurred to make or give loans,
as a result of inter corporate deopsits, Details of the loans, inter corporate deposit, advances or
Details of Counterparty transaction advances or investments investments
Non-convertible
115 STFC* Mr. Pradeep Kumar Panja KMP # debenture accepted 0.18 - 0.18 0.13 - - - - - - - -
Relatives of Non-convertible
116 STFC* Mrs. P Suchitra KMP debenture accepted 0.09 - 0.09 0.05 - - - - - - - -
Relatives of Non-convertible
117 STFC* Mrs. P Surekha KMP debenture accepted 0.10 - 0.10 0.04 - - - - - - - -
Non-convertible
118 STFC* Mr. Umesh Revankar KMP # debenture accepted 2.60 - 2.60 - - - - - - - - -
Non-convertible
119 STFC* Mr. S. Sridhar KMP # debenture accepted 0.10 - 0.10 - - - - - - - - -
Shriram Asset Management Company Promoter Fixed deposit
120 STFC* Limited Group accepted - 14.94 29.57 - - - - - - - -
Fixed deposit
121 STFC* Shriram Automall India Limited Associates accepted - 69.97 77.45 - - - - - - - -
Cartradeexchange Solutions Private Fixed deposit
122 STFC* Limited Associates accepted - 11.52 11.92 - - - - - - - -
Promoter Non-convertible
123 STFC* Shriram Life Insurance Company Limited Group debenture accepted - 35.97 36.71 - - - - - - - -
Promoter Non-convertible
125 STFC* Shriram Insight Share Brokers Limited Group debenture accepted - 0.07 0.08 - - - - - - - -
Non-convertible
126 STFC* Shriram Automall India Limited Associates debenture accepted - 22.42 17.86 - - - - - - - -
Promoter Subordinated debt
127 STFC* Shriram Life Insurance Company Limited Group accepted - 142.71 149.04 - - - - - - - -
Shriram General Insurance Company Promoter Subordinated debt
128 STFC* Limited Group accepted - 363.68 367.03 - - - - - - - -
Inter corporate
129 STFC* Shriram Automall India Limited Associates deposit received - 1.04 27.45 - - - - - - - -
Note:
* Shriram Transport Finance Company Limited
# Key Management Personnel
Date & Time of Download : 12/05/2022 22:38:15
BSE ACKNOWLEDGEMENT
Disclaimer : - Contents of filings has not been verified at the time of submission.
Date 12-MAY-22
NSE Acknowledgement
Symbol: SRTRANSFIN
................................................................................................................................................................................
Name of the company: Shriram Transport Finance Company Limited
................................................................................................................................................................................
Subject: Related Party Transaction
................................................................................................................................................................................
Date of Submissions: 12-May-2022 22:36:04
................................................................................................................................................................................
Application No. 2022052051086
................................................................................................................................................................................
We hereby acknowledge receipt of your submission. Please note that the content and information
provided is pending to be verified by National Stock Exchange of India Limited.
SHRIRAM
Transport Fmance Company Limited
A WINNING
A WINNING RELATIONSHIP
RELATIONSHIP
SEC/FILING/BSE-NSE/22-23/68A-13
SEC/FILING/BSE-NSE/22-23/68A-B
I3SE Limited
BSE Limited National Stock Exchange of India Limited
Limited
J. Towers,
P. J. Towers, Listing Department
Dalai Street,
Dalal Street, Fort,
Fort, Exchange Plaza, 5th Floor,
Plaza, 5th Floor,
Mumbai — — 400
400 001.
001. Plot no. C/1, G- Block,
Scrip Code: 511218 13andra-Kuria Complex,
Bandra-Kurla Complex,
Mumbai
Mumbai—400 400051.
051.
NSE Symbol:SRTRANSFIN
NSE Symbol: SRTRANSFIN
Dear Sirs,
Dear Sirs,
Sub.: : Corrigendum
Corrigendum to
to the
the Disclosure
Disclosure of
of Related
Related Party
PartyTransactions
Transactionspursuant
pursuanttoto
Regulation 23(9) of the Securities and Exchange Board of India (Listing
and Disclosure
Obligations and Disclosure Requirements)
Requirements) Regulations,
Regulations, 2015
2015 ("Listing
("Listing
Regulations")
Kindly
Kindly take
take the
the same
same on
on record.
record.
Thanking you.
Yours faithfully,
faithfully,
For SHRIRAM
For SHRIRAMTRANSPORT
TRANSPORTFINANCE
FINANCECOMPANY
COMPANYLIMITED
LIMITED
VIVEK ACHWAL
VIVEK ACHWAL
COMPANY
COMPANYSECRETARY
SECRETARY
Enc.a/a
ShriramTransport
Shriram TransportFinance
Finance Company
Company Limited
Limited
CorporateOffice
Corporate Office: Wockhardt
: Wockhardt Towers,
Towers, Level
Level - 3, -West
3, West
Wing,Wing, C-2, G-Block,
C-2, G-Block, BandraBandra
- Kuria-Complex,
Kurla Complex, BandraMumbai
Bandra (East), {East),-Mumbai
400 051. -Tel.:
400+91
051.22Tel.:
4095+91
959522I 4095
Fax. : 9595
+91 22I Fax.: +91 22 4095 9597
4095 9597
Registered Office:14A,
Registered Office : 14A, South
South Phase,
Phase, Industrial
Industrial Estate,
Estate, Guindy,
Guindy, ChennaiChennai - 600
- 600 032. 032. Landline
Landline : 044 485:24
044
666485 24044
Fax: 666485
Fax:25 044
666 485 25 666
Website
Websile : VAVW.stfc.in
www.sffc.in fI Corporate IdentityNumber
Corporate Identity Number (CIN)
(CIN) L65191TN1979PLC007674.
- L65191TN1979PLC007874.
Date & Time of Download : 29/04/2022 12:55:35
BSE ACKNOWLEDGEMENT
Disclaimer : - Contents of filings has not been verified at the time of submission.
Date of 29-Apr-2022
NSE Acknowledgement
Symbol:-
Name of the Company: - Shriram Transport Finance Company Limited
Submission Type:- Announcements
Short Description:- Updates
Date of Submission:- 29-Apr-2022 12:52:32 PM
NEAPS App. No:- 2022/Apr/1875/1875
Disclaimer : We hereby acknowledge receipt of your submission through NEAPS. Please note that the content and information
provided is pending to be verified by NSEIL.
Date 29-APR-22
NSE Acknowledgement
Symbol: SRTRANSFIN
................................................................................................................................................................................
Name of the company: Shriram Transport Finance Company Limited
................................................................................................................................................................................
Subject: Related Party Transaction
................................................................................................................................................................................
Date of Submissions: 29-Apr-2022 12:56:54
................................................................................................................................................................................
Application No. 2022042045348
................................................................................................................................................................................
We hereby acknowledge receipt of your submission. Please note that the content and information
provided is pending to be verified by National Stock Exchange of India Limited.
Disclosure of Related Party Transactions under regulation 23 of SEBI (LODR) Regulations, 2015 for the period 1-Oct-2021 to 31-March-2022
(Rs in Crores)
Additional disclosure of related party transactions - applicable only in case the related party
transaction relates to loan, inter-corporate deposits, advances or investments made or given by the
listed entity/subsidiary. These details need to be disclosed only once, during the reporting period
when such transactions was undertaken.
In case monies are in case any financial indebtness
due to either party is incurred to make or give
as a result of loans, inter corporate deopsits, Details of the loans, inter corporate deposit, advances or
Details of Counterparty transaction advances or investments investments
Service Charges
1 STFC* Shriram Capital Limited Promoter paid 50.00 23.09 - - - - - - - - - -
Equity dividend
2 STFC* Shriram Capital Limited Promoter paid - 139.49 - - - - - - - - - -
Recovery of
common sharing
expenses & received
towards rent &
3 STFC* Shriram Capital Limited Promoter electricity 0.25 0.09 - - - - - - - - - -
Received towards
Reimbursement of
4 STFC* Shriram Capital Limited Promoter expenses - 0.01 - - - - - - - - - -
Received towards
convertible
5 STFC* Shriram Capital Limited Promoter warrants - 187.50 - - - - - - - - - -
1% of Total
income of
the Company
subject to
limit of 5% of
Promoter PBT and
6 STFC* Shriram Value Services Limited Group License Fees paid License Fee 120.25 - - - - - - - - - -
Additional disclosure of related party transactions - applicable only in case the related party
transaction relates to loan, inter-corporate deposits, advances or investments made or given by the
listed entity/subsidiary. These details need to be disclosed only once, during the reporting period
when such transactions was undertaken.
In case monies are in case any financial indebtness
due to either party is incurred to make or give
as a result of loans, inter corporate deopsits, Details of the loans, inter corporate deposit, advances or
Details of Counterparty transaction advances or investments investments
Additional disclosure of related party transactions - applicable only in case the related party
transaction relates to loan, inter-corporate deposits, advances or investments made or given by the
listed entity/subsidiary. These details need to be disclosed only once, during the reporting period
when such transactions was undertaken.
In case monies are in case any financial indebtness
due to either party is incurred to make or give
as a result of loans, inter corporate deopsits, Details of the loans, inter corporate deposit, advances or
Details of Counterparty transaction advances or investments investments
Maximum
15% on own
damage
premium &
Maximum
2.5% on third
Shriram General Insurance Company Promoter Commission party
28 STFC* Limited Group received premium 15.04 - - - - - - - - - -
Minimum 4
% to
Maximum
40% on
Shriram Life Insurance Company Promoter Commission premium
29 STFC* Limited Group received amount 9.32 - - - - - - - - - -
Interest on non-
convertible
37 STFC* Shriram Automall India Limited Associates debenture paid - 1.28 - - - - - - - - - -
(Rs in Crores)
Additional disclosure of related party transactions - applicable only in case the related party
transaction relates to loan, inter-corporate deposits, advances or investments made or given by the
listed entity/subsidiary. These details need to be disclosed only once, during the reporting period
when such transactions was undertaken.
In case monies are in case any financial indebtness
due to either party is incurred to make or give
as a result of loans, inter corporate deopsits, Details of the loans, inter corporate deposit, advances or
Details of Counterparty transaction advances or investments investments
Received towards
41 STFC* Shriram Automall India Limited Associates Rent & electricity 7.00 2.11 - - - - - - - - - -
Fixed deposit
42 STFC* Shriram Automall India Limited Associates repaid - 5.00 - - - - - - - - - -
Inter corporate
43 STFC* Shriram Automall India Limited Associates deposit accepted - 30.25 - - - - - - - - - -
Employer
contribution to
Shriram Transport Finance Co. Ltd. employees group
Employees Group Gratuity Assurance Other related gratuity assurance
44 STFC* Scheme party scheme 10.00 3.28 - - - - - - - - - -
Employee benefit
45 STFC* Mr. Umesh Revankar KMP # expenses - 1.18 - - - - - - - - - -
Employee benefit
46 STFC* Mr. Nilesh Odedara KMP # expenses - 0.50 - - - - - - - - - -
Employee benefit
47 STFC* Mr. P.Sridharan KMP # expenses - 0.51 - - - - - - - - - -
Employee benefit
48 STFC* Mr. S.Sunder KMP # expenses - 0.52 - - - - - - - - - -
Employee benefit
49 STFC* Mr. Parag Sharma KMP # expenses - 0.47 - - - - - - - - - -
Employee benefit
50 STFC* Mr. U.Balasundara Rao KMP # expenses - 0.53 - - - - - - - - - -
Employee benefit
51 STFC* Mr. Sudarshan Holla KMP # expenses - 0.54 - - - - - - - - - -
Employee benefit
52 STFC* Mr. Hardeep Singh Tur KMP # expenses - 0.54 - - - - - - - - - -
Commission &
sitting fee paid to
53 STFC* Mr. S. Lakshminarayanan KMP # directors - 0.10 - - - - - - - - - -
(Rs in Crores)
Additional disclosure of related party transactions - applicable only in case the related party
transaction relates to loan, inter-corporate deposits, advances or investments made or given by the
listed entity/subsidiary. These details need to be disclosed only once, during the reporting period
when such transactions was undertaken.
In case monies are in case any financial indebtness
due to either party is incurred to make or give
as a result of loans, inter corporate deopsits, Details of the loans, inter corporate deposit, advances or
Details of Counterparty transaction advances or investments investments
Commission &
sitting fee paid to
56 STFC* Mr. Pradeep Kumar Panja KMP # directors - 0.09 - - - - - - - - - -
Interest on non-
convertible
57 STFC* Mr. Umesh Revankar KMP # debenture paid 0.62 - - - - - - - - - -
Interest on non-
convertible
58 STFC* Mr. Pradeep Kumar Panja KMP # debenture paid 0.02 - - - - - - - - - -
Interest on non-
convertible
59 STFC* Mr. S. Sridhar KMP # debenture paid 0.02 - - - - - - - - - -
Relatives of Interest on fixed
60 STFC* Mrs. Geeta G. Revankar KMP deposit paid 0.01 - - - - - - - - - -
Relatives of Interest on fixed
61 STFC* Mr. Shreyas U. Revankar KMP deposit paid 0.00 - - - - - - - - - -
Relatives of Interest on fixed 1.50
62 STFC* Mrs. S. Arulmozhi KMP deposit paid 0.00 - - - - - - - - - -
Relatives of Interest on fixed
63 STFC* Mr. Jayendra Purshottamdas Udeshi KMP deposit paid 0.02 - - - - - - - - - -
Relatives of Interest on fixed
64 STFC* Mrs. Rama Sharma KMP deposit paid 0.02 - - - - - - - - - -
Relatives of Interest on fixed
65 STFC* Mrs. Sujatha Sunder KMP deposit paid 0.00 - - - - - - - - - -
Interest on non-
Relatives of convertible
66 STFC* Mrs. P Suchitra KMP debenture paid 0.01 - - - - - - - - - -
Interest on non-
Relatives of convertible
67 STFC* Mrs. P Surekha KMP debenture paid 0.02 - - - - - - - - - -
Equity dividend
68 STFC* Mr. Parag Sharma KMP # paid - 0.09 - - - - - - - - - -
Equity dividend
69 STFC* Mr. S.Sunder KMP # paid - 0.00 - - - - - - - - - -
Equity dividend
70 STFC* Mr. P.Sridharan KMP # paid - 0.00 - - - - - - - - - -
(Rs in Crores)
Additional disclosure of related party transactions - applicable only in case the related party
transaction relates to loan, inter-corporate deposits, advances or investments made or given by the
listed entity/subsidiary. These details need to be disclosed only once, during the reporting period
when such transactions was undertaken.
In case monies are in case any financial indebtness
due to either party is incurred to make or give
as a result of loans, inter corporate deopsits, Details of the loans, inter corporate deposit, advances or
Details of Counterparty transaction advances or investments investments
Additional disclosure of related party transactions - applicable only in case the related party
transaction relates to loan, inter-corporate deposits, advances or investments made or given by the
listed entity/subsidiary. These details need to be disclosed only once, during the reporting period
when such transactions was undertaken.
In case monies are in case any financial indebtness
due to either party is incurred to make or give
as a result of loans, inter corporate deopsits, Details of the loans, inter corporate deposit, advances or
Details of Counterparty transaction advances or investments investments
Additional disclosure of related party transactions - applicable only in case the related party
transaction relates to loan, inter-corporate deposits, advances or investments made or given by the
listed entity/subsidiary. These details need to be disclosed only once, during the reporting period
when such transactions was undertaken.
In case monies are in case any financial indebtness
due to either party is incurred to make or give
as a result of loans, inter corporate deopsits, Details of the loans, inter corporate deposit, advances or
Details of Counterparty transaction advances or investments investments
Non-convertible
127 STFC* Mr. Pradeep Kumar Panja KMP # debenture accepted - - 0.18 0.13 - - - - - - - -
Relatives of Non-convertible
128 STFC* Mrs. P Suchitra KMP debenture accepted - - 0.09 0.05 - - - - - - - -
Relatives of Non-convertible
129 STFC* Mrs. P Surekha KMP debenture accepted - - 0.10 0.04 - - - - - - - -
Non-convertible
130 STFC* Mr. Umesh Revankar KMP # debenture accepted - - 2.60 - - - - - - - - -
Non-convertible
131 STFC* Mr. S. Sridhar KMP # debenture accepted - - 0.10 - - - - - - - - -
(Rs in Crores)
Additional disclosure of related party transactions - applicable only in case the related party
transaction relates to loan, inter-corporate deposits, advances or investments made or given by the
listed entity/subsidiary. These details need to be disclosed only once, during the reporting period
when such transactions was undertaken.
In case monies are in case any financial indebtness
due to either party is incurred to make or give
as a result of loans, inter corporate deopsits, Details of the loans, inter corporate deposit, advances or
Details of Counterparty transaction advances or investments investments
Fixed deposit
133 STFC* Shriram Automall India Limited Associates accepted - 69.97 77.45 - - - - - - - -
Cartradeexchange Solutions Private Fixed deposit
134 STFC* Limited Associates accepted - 11.52 11.92 - - - - - - - -
Promoter Non-convertible
137 STFC* Shriram Insight Share Brokers Limited Group debenture accepted - 0.07 0.08 - - - - - - - -
Non-convertible
138 STFC* Shriram Automall India Limited Associates debenture accepted - 22.42 17.86 - - - - - - - -
Shriram Life Insurance Company Promoter Subordinated debt
139 STFC* Limited Group accepted - 142.71 149.04 - - - - - - - -
Shriram General Insurance Company Promoter Subordinated debt
140 STFC* Limited Group accepted - 363.68 367.03 - - - - - - - -
Inter corporate
141 STFC* Shriram Automall India Limited Associates deposit received - 1.04 27.45 - - - - - - - -
Note:
* Shriram Transport Finance Company Limited
# Key Management Personnel
SHRIRAM
Ter.:awes Fleimaa Con 0.1.nr Lin•cial
A WINNING RELATIONSI-41P
SEC/FILING/BSE-NSE/22-23/68A-B
Pursuant to Regulation 23(9) of the Listing Regulations, please find enclosed the
disclosure of related party transactions on a consolidated basis for the quarter ended
March 31, 2022.
Thanking you.
Yours faithfully,
For SHRIRAM TRANSPORT FINANCE COMPANY LIMITED
VIVEK ACHWAL
COMPANY SECRETARY
Enc.a/a
Additional disclosure of related party transactions - applicable only in case the related party
transaction relates to loan, inter-corporate deposits, advances or investments made or given by the
listed entity/subsidiary. These details need to be disclosed only once, during the reporting period
when such transactions was undertaken.
In case monies are in case any financial indebtness
due to either party is incurred to make or give
as a result of loans, inter corporate deopsits, Details of the loans, inter corporate deposit, advances or
Details of Counterparty transaction advances or investments investments
Service Charges
1 STFC* Shriram Capital Limited Promoter paid 50.00 23.09 - - - - - - - - - -
Equity dividend
2 STFC* Shriram Capital Limited Promoter paid - 139.49 - - - - - - - - - -
Recovery of
common sharing
expenses & received
towards rent &
3 STFC* Shriram Capital Limited Promoter electricity 0.25 0.09 - - - - - - - - - -
Received towards
Reimbursement of
4 STFC* Shriram Capital Limited Promoter expenses - 0.01 - - - - - - - - - -
Received towards
convertible
5 STFC* Shriram Capital Limited Promoter warrants - 187.50 - - - - - - - - - -
1% of Total
income of
the Company
subject to
limit of 5% of
Promoter PBT and
6 STFC* Shriram Value Services Limited Group License Fees paid License Fee 120.25 - - - - - - - - - -
Additional disclosure of related party transactions - applicable only in case the related party
transaction relates to loan, inter-corporate deposits, advances or investments made or given by the
listed entity/subsidiary. These details need to be disclosed only once, during the reporting period
when such transactions was undertaken.
In case monies are in case any financial indebtness
due to either party is incurred to make or give
as a result of loans, inter corporate deopsits, Details of the loans, inter corporate deposit, advances or
Details of Counterparty transaction advances or investments investments
Additional disclosure of related party transactions - applicable only in case the related party
transaction relates to loan, inter-corporate deposits, advances or investments made or given by the
listed entity/subsidiary. These details need to be disclosed only once, during the reporting period
when such transactions was undertaken.
In case monies are in case any financial indebtness
due to either party is incurred to make or give
as a result of loans, inter corporate deopsits, Details of the loans, inter corporate deposit, advances or
Details of Counterparty transaction advances or investments investments
Maximum
15% on own
damage
premium &
Maximum
2.5% on third
Shriram General Insurance Company Promoter Commission party
28 STFC* Limited Group received premium 15.04 - - - - - - - - - -
Minimum 4
% to
Maximum
40% on
Shriram Life Insurance Company Promoter Commission premium
29 STFC* Limited Group received amount 9.32 - - - - - - - - - -
Interest on non-
convertible
37 STFC* Shriram Automall India Limited Associates debenture paid - 1.28 - - - - - - - - - -
(Rs in Crores)
Additional disclosure of related party transactions - applicable only in case the related party
transaction relates to loan, inter-corporate deposits, advances or investments made or given by the
listed entity/subsidiary. These details need to be disclosed only once, during the reporting period
when such transactions was undertaken.
In case monies are in case any financial indebtness
due to either party is incurred to make or give
as a result of loans, inter corporate deopsits, Details of the loans, inter corporate deposit, advances or
Details of Counterparty transaction advances or investments investments
Received towards
41 STFC* Shriram Automall India Limited Associates Rent & electricity 7.00 2.11 - - - - - - - - - -
Fixed deposit
42 STFC* Shriram Automall India Limited Associates repaid - 5.00 - - - - - - - - - -
Inter corporate
43 STFC* Shriram Automall India Limited Associates deposit accepted - 30.25 - - - - - - - - - -
Employer
contribution to
Shriram Transport Finance Co. Ltd. employees group
Employees Group Gratuity Assurance Other related gratuity assurance
44 STFC* Scheme party scheme 10.00 3.28 - - - - - - - - - -
Employee benefit
45 STFC* Mr. Umesh Revankar KMP # expenses - 1.18 - - - - - - - - - -
Employee benefit
46 STFC* Mr. Nilesh Odedara KMP # expenses - 0.50 - - - - - - - - - -
Employee benefit
47 STFC* Mr. P.Sridharan KMP # expenses - 0.51 - - - - - - - - - -
Employee benefit
48 STFC* Mr. S.Sunder KMP # expenses - 0.52 - - - - - - - - - -
Employee benefit
49 STFC* Mr. Parag Sharma KMP # expenses - 0.47 - - - - - - - - - -
Employee benefit
50 STFC* Mr. U.Balasundara Rao KMP # expenses - 0.53 - - - - - - - - - -
Employee benefit
51 STFC* Mr. Sudarshan Holla KMP # expenses - 0.54 - - - - - - - - - -
Employee benefit
52 STFC* Mr. Hardeep Singh Tur KMP # expenses - 0.54 - - - - - - - - - -
Commission &
sitting fee paid to
53 STFC* Mr. S. Lakshminarayanan KMP # directors - 0.10 - - - - - - - - - -
(Rs in Crores)
Additional disclosure of related party transactions - applicable only in case the related party
transaction relates to loan, inter-corporate deposits, advances or investments made or given by the
listed entity/subsidiary. These details need to be disclosed only once, during the reporting period
when such transactions was undertaken.
In case monies are in case any financial indebtness
due to either party is incurred to make or give
as a result of loans, inter corporate deopsits, Details of the loans, inter corporate deposit, advances or
Details of Counterparty transaction advances or investments investments
Commission &
sitting fee paid to
56 STFC* Mr. Pradeep Kumar Panja KMP # directors - 0.09 - - - - - - - - - -
Interest on non-
convertible
57 STFC* Mr. Umesh Revankar KMP # debenture paid 0.62 - - - - - - - - - -
Interest on non-
convertible
58 STFC* Mr. Pradeep Kumar Panja KMP # debenture paid 0.02 - - - - - - - - - -
Interest on non-
convertible
59 STFC* Mr. S. Sridhar KMP # debenture paid 0.02 - - - - - - - - - -
Relatives of Interest on fixed
60 STFC* Mrs. Geeta G. Revankar KMP deposit paid 0.01 - - - - - - - - - -
Relatives of Interest on fixed
61 STFC* Mr. Shreyas U. Revankar KMP deposit paid 0.00 - - - - - - - - - -
Relatives of Interest on fixed 1.50
62 STFC* Mrs. S. Arulmozhi KMP deposit paid 0.00 - - - - - - - - - -
Relatives of Interest on fixed
63 STFC* Mr. Jayendra Purshottamdas Udeshi KMP deposit paid 0.02 - - - - - - - - - -
Relatives of Interest on fixed
64 STFC* Mrs. Rama Sharma KMP deposit paid 0.02 - - - - - - - - - -
Relatives of Interest on fixed
65 STFC* Mrs. Sujatha Sunder KMP deposit paid 0.00 - - - - - - - - - -
Interest on non-
Relatives of convertible
66 STFC* Mrs. P Suchitra KMP debenture paid 0.01 - - - - - - - - - -
Interest on non-
Relatives of convertible
67 STFC* Mrs. P Surekha KMP debenture paid 0.02 - - - - - - - - - -
Equity dividend
68 STFC* Mr. Parag Sharma KMP # paid - 0.09 - - - - - - - - - -
Equity dividend
69 STFC* Mr. S.Sunder KMP # paid - 0.00 - - - - - - - - - -
Equity dividend
70 STFC* Mr. P.Sridharan KMP # paid - 0.00 - - - - - - - - - -
(Rs in Crores)
Additional disclosure of related party transactions - applicable only in case the related party
transaction relates to loan, inter-corporate deposits, advances or investments made or given by the
listed entity/subsidiary. These details need to be disclosed only once, during the reporting period
when such transactions was undertaken.
In case monies are in case any financial indebtness
due to either party is incurred to make or give
as a result of loans, inter corporate deopsits, Details of the loans, inter corporate deposit, advances or
Details of Counterparty transaction advances or investments investments
Additional disclosure of related party transactions - applicable only in case the related party
transaction relates to loan, inter-corporate deposits, advances or investments made or given by the
listed entity/subsidiary. These details need to be disclosed only once, during the reporting period
when such transactions was undertaken.
In case monies are in case any financial indebtness
due to either party is incurred to make or give
as a result of loans, inter corporate deopsits, Details of the loans, inter corporate deposit, advances or
Details of Counterparty transaction advances or investments investments
Additional disclosure of related party transactions - applicable only in case the related party
transaction relates to loan, inter-corporate deposits, advances or investments made or given by the
listed entity/subsidiary. These details need to be disclosed only once, during the reporting period
when such transactions was undertaken.
In case monies are in case any financial indebtness
due to either party is incurred to make or give
as a result of loans, inter corporate deopsits, Details of the loans, inter corporate deposit, advances or
Details of Counterparty transaction advances or investments investments
Non-convertible
127 STFC* Mr. Pradeep Kumar Panja KMP # debenture accepted - - 0.18 0.13 - - - - - - - -
Relatives of Non-convertible
128 STFC* Mrs. P Suchitra KMP debenture accepted - - 0.09 0.05 - - - - - - - -
Relatives of Non-convertible
129 STFC* Mrs. P Surekha KMP debenture accepted - - 0.10 0.04 - - - - - - - -
Non-convertible
130 STFC* Mr. Umesh Revankar KMP # debenture accepted - - 2.60 - - - - - - - - -
Non-convertible
131 STFC* Mr. S. Sridhar KMP # debenture accepted - - 0.10 - - - - - - - - -
(Rs in Crores)
Additional disclosure of related party transactions - applicable only in case the related party
transaction relates to loan, inter-corporate deposits, advances or investments made or given by the
listed entity/subsidiary. These details need to be disclosed only once, during the reporting period
when such transactions was undertaken.
In case monies are in case any financial indebtness
due to either party is incurred to make or give
as a result of loans, inter corporate deopsits, Details of the loans, inter corporate deposit, advances or
Details of Counterparty transaction advances or investments investments
Fixed deposit
133 STFC* Shriram Automall India Limited Associates accepted - 69.97 77.45 - - - - - - - -
Cartradeexchange Solutions Private Fixed deposit
134 STFC* Limited Associates accepted - 11.52 11.92 - - - - - - - -
Promoter Non-convertible
137 STFC* Shriram Insight Share Brokers Limited Group debenture accepted - 0.07 0.08 - - - - - - - -
Non-convertible
138 STFC* Shriram Automall India Limited Associates debenture accepted - 22.42 17.86 - - - - - - - -
Shriram Life Insurance Company Promoter Subordinated debt
139 STFC* Limited Group accepted - 142.71 149.04 - - - - - - - -
Shriram General Insurance Company Promoter Subordinated debt
140 STFC* Limited Group accepted - 363.68 367.03 - - - - - - - -
Inter corporate
141 STFC* Shriram Automall India Limited Associates deposit received - 1.04 27.45 - - - - - - - -
Note:
* Shriram Transport Finance Company Limited
# Key Management Personnel
Date & Time of Download : 28/04/2022 22:46:11
BSE ACKNOWLEDGEMENT
Disclaimer : - Contents of filings has not been verified at the time of submission.
Date of 28-Apr-2022
NSE Acknowledgement
Symbol:-
Name of the Company: - Shriram Transport Finance Company Limited
Submission Type:- Announcements
Short Description:- Updates
Date of Submission:- 28-Apr-2022 10:50:34 PM
NEAPS App. No:- 2022/Apr/1851/1851
Disclaimer : We hereby acknowledge receipt of your submission through NEAPS. Please note that the content and information
provided is pending to be verified by NSEIL.
Related party transactions
Additional disclosure of related party transactions - applicable only in case the related party transaction relates to loans, inter-corporate deposits, advances or investments made or given by the listed entity/subsidiary. These details need to be
disclosed only once, during the reporting period when such transaction was undertaken.
Sr No. Details of the party (listed entity Details of the counterparty Type of related party Details of other related Value of the related party Remarks on approval by Value of transaction In case monies are due to In case any financial indebtedness is incurred to make or give loans, inter-corporate deposits, advances or Details of the loans, inter-corporate deposits, advances or investments
/subsidiary) entering into the transaction transaction party transaction transaction as approved audit committee during the reporting either party as a result of investments
by the audit committee period the transaction
Name Name Relationship of the counterparty with Opening balance Closing balance Nature of indebtedness Details of other Cost Tenure Nature (loan/ advance/ Interest Rate (%) Tenure Secured/ unsecured Purpose for which the
the listed entity or its subsidiary (loan/ issuance of debt/ indebtedness intercorporate deposit/ funds will be utilised by
any other etc.) investment ) the ultimate recipient of
funds (endusage)
1 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM VALUE SERVICES LIMITED ASSOCIATES Purchase of goods or services 8299.28 NA 4149.64 0 0
2 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM VALUE SERVICES LIMITED ASSOCIATES Any other transaction ROYALTY PAYABLE 0 NA 0 1732.25 1944.71
3 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM VALUE SERVICES LIMITED ASSOCIATES Any other transaction EXPENSES PAYABLE 0 NA 0 21.83 21.83
4 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM VALUE SERVICES LIMITED ASSOCIATES Any other transaction RECEIVABLE 0 NA 0 23.91 23.91
5 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM VALUE SERVICES LIMITED ASSOCIATES Any other transaction SHARE CAPITAL 0 NA 0 20.11 178.65
6 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM FINANCIAL PRODUCTS SOLUTIONS (CHENNAI) PRIVATE LIMITED ASSOCIATES Purchase of goods or services 3090.42 NA 1545.21 0 0
7 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM FINANCIAL PRODUCTS SOLUTIONS (CHENNAI) PRIVATE LIMITED ASSOCIATES Any other transaction EXPENSES PAYABLE 0 NA 0 212.65 245.87
8 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM FINANCIAL PRODUCTS SOLUTIONS (CHENNAI) PRIVATE LIMITED ASSOCIATES Any other transaction RECEIVABLE 0 NA 0 32.26 32.27
9 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM FORTUNE SOLUTIONS LIMITED ASSOCIATES Purchase of goods or services 4632.24 NA 2316.12 0 0
10 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM FORTUNE SOLUTIONS LIMITED ASSOCIATES Sale of goods or services 16.86 NA 8.43 0 0
11 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM FORTUNE SOLUTIONS LIMITED ASSOCIATES Any other transaction EXPENSES REIMBURSEMENT 6.86 NA 3.43 0 0
12 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM FORTUNE SOLUTIONS LIMITED ASSOCIATES Any other transaction EXPENSES PAYABLE 0 NA 0 288.29 494.57
13 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM FORTUNE SOLUTIONS LIMITED ASSOCIATES Any other transaction DEPOSITS HELD WITH US 0 NA 0 211.19 0
14 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM INSIGHT SHARE BROKERS LIMITED ASSOCIATES Purchase of goods or services 49.78 NA 24.89 0 0
15 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM INSIGHT SHARE BROKERS LIMITED ASSOCIATES Sale of goods or services 1.1 NA 0.55 0 0
16 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM INSIGHT SHARE BROKERS LIMITED ASSOCIATES Any other transaction EXPENSES REIMBURSEMENT 1.14 NA 0.57 0 0
17 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM INSIGHT SHARE BROKERS LIMITED ASSOCIATES Any other transaction EXPENSES PAYABLE 0 NA 0 2.75 4.01
18 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM WEALTH ADVISORS LIMITED ASSOCIATES Purchase of goods or services 6.96 NA 3.48 0 0
19 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM WEALTH ADVISORS LIMITED ASSOCIATES Any other transaction EXPENSES PAYABLE 0 NA 0 0.52 0.94
20 SHRIRAM CITY UNION FINANCE LIMITED WAY2WEALTH SECURITIES PVT LTD ASSOCIATES Purchase of goods or services 1.3 NA 0.65 0 0
21 SHRIRAM CITY UNION FINANCE LIMITED WAY2WEALTH SECURITIES PVT LTD ASSOCIATES Any other transaction EXPENSES PAYABLE 0 NA 0 0.03 0.11
22 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM LIFE INSURANCE COMPANY LIMITED ASSOCIATES Interest paid 529.86 NA 264.93 0 0
23 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM LIFE INSURANCE COMPANY LIMITED ASSOCIATES Purchase of goods or services 852.34 NA 426.17 0 0
24 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM LIFE INSURANCE COMPANY LIMITED ASSOCIATES Sale of goods or services 786.54 NA 393.27 0 0
25 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM LIFE INSURANCE COMPANY LIMITED ASSOCIATES Any other transaction EXPENSES PAYABLE 0 NA 0 4.36 4.36
26 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM LIFE INSURANCE COMPANY LIMITED ASSOCIATES Any other transaction NCDS HELD WITH US 0 NA 0 6630.03 5543.39
27 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM LIFE INSURANCE COMPANY LIMITED ASSOCIATES Any other transaction RECEIVABLE 0 NA 0 255.61 40.61
28 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM ASSET MANAGEMENT COMPANY LIMITED ASSOCIATES Interest paid 86.64 NA 43.32 0 0
29 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM ASSET MANAGEMENT COMPANY LIMITED ASSOCIATES Any other transaction DEPOSITS HELD WITH US 0 NA 0 1049.08 1094.74
30 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM GENERAL INSURANCE COMPANY LIMITED ASSOCIATES Interest paid 1624.44 NA 812.22 0 0
31 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM GENERAL INSURANCE COMPANY LIMITED ASSOCIATES Purchase of goods or services 526.22 NA 263.11 0 0
32 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM GENERAL INSURANCE COMPANY LIMITED ASSOCIATES Sale of goods or services 636.88 NA 318.44 0 0
33 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM GENERAL INSURANCE COMPANY LIMITED ASSOCIATES Any other transaction NCDS HELD WITH US 0 NA 0 17599.41 18440.47
34 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM GENERAL INSURANCE COMPANY LIMITED ASSOCIATES Any other transaction RECEIVABLE 0 NA 0 85.66 166.39
35 SHRIRAM CITY UNION FINANCE LIMITED NOVAC TECHNOLOGY SOLUTIONS PRIVATE LIMITED ASSOCIATES Purchase of goods or services 6470.96 NA 3235.48 0 0
36 SHRIRAM CITY UNION FINANCE LIMITED NOVAC TECHNOLOGY SOLUTIONS PRIVATE LIMITED ASSOCIATES Any other transaction EXPENSES PAYABLE 0 NA 0 225.02 592.53
37 SHRIRAM CITY UNION FINANCE LIMITED NOVAC TECHNOLOGY SOLUTIONS PRIVATE LIMITED ASSOCIATES Any other transaction RECEIVABLE 0 NA 0 0.4 0.77
38 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM CAPITAL LIMITED ENTERPRISES HAVING SIGNIFICANT Purchase of goods or services 2016.5 NA 1008.25 0 0
INFLUENCE OVER THE COMPANY
39 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM CAPITAL LIMITED ENTERPRISES HAVING SIGNIFICANT Any other transaction SHARE CAPITAL 0 NA 0 2237.16 2237.16
INFLUENCE OVER THE COMPANY
40 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM HOUSING FINANCE LIMITED SUBSIDIARY Purchase of goods or services 11.78 NA 5.89 0 0
41 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM HOUSING FINANCE LIMITED SUBSIDIARY Any other transaction PAYMENT FOR ASSIGNMENT 3375.84 NA 1687.92 0 0
42 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM HOUSING FINANCE LIMITED SUBSIDIARY Sale of goods or services 43.56 NA 21.78 0 0
43 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM HOUSING FINANCE LIMITED SUBSIDIARY Any other transaction EXPENSES REIMBURSEMENT 10.28 NA 5.14 0 0
44 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM HOUSING FINANCE LIMITED SUBSIDIARY Sale of goods or services 6.58 NA 3.29 0 0
45 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM HOUSING FINANCE LIMITED SUBSIDIARY Investment 0 NA 0 66727.91 66727.91 Investment 0 0 Unsecured BUSINESS GROWTH
46 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM HOUSING FINANCE LIMITED SUBSIDIARY Any other transaction EXPENSES PAYABLE 0 NA 0 51.46 57.37
47 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM HOUSING FINANCE LIMITED SUBSIDIARY Any other transaction RECEIVABLE 0 NA 0 23.29 23.21
48 SHRIRAM CITY UNION FINANCE LIMITED DYNASTY ACQUISITION FPI LIMITED ENTERPRISES HAVING SIGNIFICANT Any other transaction SHARE CAPITAL 0 NA 0 1342.19 1118.47
INFLUENCE OVER THE COMPANY
49 SHRIRAM CITY UNION FINANCE LIMITED SHRIRAM OWNERSHIP TRUST ENTERPRISES HAVING SIGNIFICANT Any other transaction SHARE CAPITAL 0 NA 0 48.84 48.84
INFLUENCE OVER THE COMPANY
50 SHRIRAM CITY UNION FINANCE LIMITED C R DASH KEY MANAGERIAL PERSONNEL Any other transaction SHARE CAPITAL 0 NA 0 1.18 1.25
51 SHRIRAM CITY UNION FINANCE LIMITED Y.S. CHAKRAVARTI KEY MANAGERIAL PERSONNEL Remuneration 70.2 NA 35.1 0 0
52 SHRIRAM CITY UNION FINANCE LIMITED C R DASH KEY MANAGERIAL PERSONNEL Remuneration 63.34 NA 31.67 0 0
53 SHRIRAM CITY UNION FINANCE LIMITED R CHANDRASEKAR KEY MANAGERIAL PERSONNEL Remuneration 57.64 NA 28.82 0 0
54 SHRIRAM CITY UNION FINANCE LIMITED Y.S. CHAKRAVARTI KEY MANAGERIAL PERSONNEL Remuneration 12.78 NA 6.39 0 0
55 SHRIRAM CITY UNION FINANCE LIMITED C R DASH KEY MANAGERIAL PERSONNEL Remuneration 9.58 NA 4.79 0 0
56 SHRIRAM CITY UNION FINANCE LIMITED R CHANDRASEKAR KEY MANAGERIAL PERSONNEL Remuneration 12.54 NA 6.27 0 0
57 SHRIRAM CITY UNION FINANCE LIMITED Y.S. CHAKRAVARTI KEY MANAGERIAL PERSONNEL Remuneration 9.4 NA 4.7 0 0
58 SHRIRAM CITY UNION FINANCE LIMITED C R DASH KEY MANAGERIAL PERSONNEL Remuneration 6.28 NA 3.14 0 0
59 SHRIRAM CITY UNION FINANCE LIMITED R CHANDRASEKAR KEY MANAGERIAL PERSONNEL Remuneration 8.26 NA 4.12 0 0
60 SHRIRAM CITY UNION FINANCE LIMITED DEBENDRANATH SARANGI KEY MANAGERIAL PERSONNEL Any other transaction DIRECTOR SITTING FEES 11.44 NA 5.72 0 0
61 SHRIRAM CITY UNION FINANCE LIMITED DIWAKAR BHAGWATI GANDHI KEY MANAGERIAL PERSONNEL Any other transaction DIRECTOR SITTING FEES 16.34 NA 8.17 0 0
62 SHRIRAM CITY UNION FINANCE LIMITED MAYA S SINHA KEY MANAGERIAL PERSONNEL Any other transaction DIRECTOR SITTING FEES 14.72 NA 7.36 0 0
63 SHRIRAM CITY UNION FINANCE LIMITED VENKATARAMAN MURALI KEY MANAGERIAL PERSONNEL Any other transaction DIRECTOR SITTING FEES 14.72 NA 7.36 0 0
64 SHRIRAM HOUSING FINANCE LIMITED VENKATARAMAN MURALI KEY MANAGERIAL PERSONNEL Any other transaction DIRECTOR SITTING FEES 15.26 NA 7.63 0 0
65 SHRIRAM HOUSING FINANCE LIMITED LAKSHMINARYANAN PRIYADARSHINI KEY MANAGERIAL PERSONNEL Any other transaction DIRECTOR SITTING FEES 8.72 NA 4.36 0 0
66 SHRIRAM HOUSING FINANCE LIMITED SUBRAMANIAN JAMBUNATHAN KEY MANAGERIAL PERSONNEL Remuneration 265.63664 NA 132.82 0 0
67 SHRIRAM HOUSING FINANCE LIMITED SUBRAMANIAN JAMBUNATHAN KEY MANAGERIAL PERSONNEL Remuneration 62.89572 NA 31.45 0 0
68 SHRIRAM HOUSING FINANCE LIMITED GAURI SHANKAR AGARWAL KEY MANAGERIAL PERSONNEL Remuneration 158.58072 NA 79.29 0 0
69 SHRIRAM HOUSING FINANCE LIMITED GAURI SHANKAR AGARWAL KEY MANAGERIAL PERSONNEL Remuneration 8.85088 NA 4.43 0 0
70 SHRIRAM HOUSING FINANCE LIMITED GAURI SHANKAR AGARWAL KEY MANAGERIAL PERSONNEL Advance 0 NA 20 0 0 Advance 0 0 Unsecured SALARY ADVANCE
71 SHRIRAM HOUSING FINANCE LIMITED GAURI SHANKAR AGARWAL KEY MANAGERIAL PERSONNEL Any other transaction LOAN EMI RECEIVED 16.72626 NA 8.36 0 0
72 SHRIRAM HOUSING FINANCE LIMITED PUJA R SHAH KEY MANAGERIAL PERSONNEL Remuneration 14.90448 NA 7.45 0 0
73 SHRIRAM HOUSING FINANCE LIMITED SHRIRAM FINANCIAL PRODUCTS SOLUTIONS (CHENNAI) PRIVATE LIMITED ENTERPRISES HAVING SIGNIFICANT Purchase of goods or services 1.46 NA 0.73 0 0
INFLUENCE OVER THE COMPANY
74 SHRIRAM HOUSING FINANCE LIMITED SHRIRAM FINANCIAL PRODUCTS SOLUTIONS (CHENNAI) PRIVATE LIMITED ENTERPRISES HAVING SIGNIFICANT Purchase of goods or services 2112.22 NA 1056.11 0 0
INFLUENCE OVER THE COMPANY
75 SHRIRAM HOUSING FINANCE LIMITED SHRIRAM INSIGHT SHARE BROKERS LIMITED ENTERPRISES HAVING SIGNIFICANT Purchase of goods or services 0.59732 NA 0.3 0 0
INFLUENCE OVER THE COMPANY
76 SHRIRAM HOUSING FINANCE LIMITED SHRIRAM LIFE INSURANCE COMPANY LIMITED ENTERPRISES HAVING SIGNIFICANT Purchase of goods or services 22.32088 NA 11.16 0 0
INFLUENCE OVER THE COMPANY
77 SHRIRAM HOUSING FINANCE LIMITED SHRIRAM GENERAL INSURANCE COMPANY LIMITED ENTERPRISES HAVING SIGNIFICANT Purchase of goods or services 0 NA 0 0 0
INFLUENCE OVER THE COMPANY
78 SHRIRAM HOUSING FINANCE LIMITED SHRIRAM VALUE SERVICES LIMITED ENTERPRISES HAVING SIGNIFICANT Purchase of goods or services 766.24 NA 383.12 0 0
INFLUENCE OVER THE COMPANY
79 SHRIRAM HOUSING FINANCE LIMITED SHRIRAM LIFE INSURANCE COMPANY LIMITED ENTERPRISES HAVING SIGNIFICANT Any other transaction EXPENSES REIMBURSMENT 1.86 NA 0.93 0 0
INFLUENCE OVER THE COMPANY
80 SHRIRAM HOUSING FINANCE LIMITED VALIANT MAURITIUS PARTNERS FDI LTD. ENTERPRISES HAVING SIGNIFICANT Any other transaction SHARE CAPITAL 0 NA 0 4872 4872
INFLUENCE OVER THE COMPANY
81 SHRIRAM HOUSING FINANCE LIMITED SHRIRAM FINANCIAL VENTURES (CHENNAI) PRIVATE LIMITED ASSOCIATES Any other transaction EXPENSES PAYABLE 0 NA 0 3.25 12.49234
82 SHRIRAM HOUSING FINANCE LIMITED SHRIRAM VALUE SERVICES LIMITED ASSOCIATES Any other transaction EXPENSES PAYABLE 0 NA 0 153.57 191.07
83 SHRIRAM HOUSING FINANCE LIMITED SHRIRAM INSIGHT SHARE BROKERS LIMITED ASSOCIATES Any other transaction EXPENSES PAYABLE 0 NA 0 0.14 0
84 SHRIRAM HOUSING FINANCE LIMITED NOVAC TECHNOLOGY SOLUTIONS PRIVATE LIMITED ENTERPRISES HAVING SIGNIFICANT Any other transaction EXPENSES PAYABLE 0 NA 0 15.3 9.85
INFLUENCE OVER THE COMPANY
85 SHRIRAM HOUSING FINANCE LIMITED GAURI SHANKAR AGARWAL KEY MANAGERIAL PERSONNEL Advance 0 NA 0 20 0
86 SHRIRAM HOUSING FINANCE LIMITED GAURI SHANKAR AGARWAL KEY MANAGERIAL PERSONNEL Loan 0 NA 0 118.55 113.69
87 SHRIRAM CITY UNION FINANCE LIMITED NOVAC TECHNOLOGY SOLUTIONS PRIVATE LIMITED ASSOCIATES Purchase of goods or services 1308 NA 654 0 0
88 SHRIRAM CITY UNION FINANCE LIMITED C R DASH KEY MANAGERIAL PERSONNEL Remuneration 23.18 NA 11.59 0 0
Total value of transaction during the reporting period 19109.52
(Rs in lacs)
Additional disclosure of related party transactions - applicable only in case the related party transaction relates to loans, inter-corporate deposits, advances or investments made or given by the listed entity/subsidiary. These details need
to be disclosed only once, during the reporting period when such transaction was undertaken.
Details of the party (listed entity /subsidiary) entering into the Value of the related In case monies are due to either party as a result of the In case any financial indebtedness is incurred to make or give loans, inter-corporate
Details of the counterparty Details of the loans, inter-corporate deposits, advances or investments
transaction party transaction as Value of transaction transaction (see Note 1) deposits, advances or investments
Relationship of Type of related party
PAN approved by the audit during the reporting Purpose for which the funds
the counterparty transaction (see Note 5) Nature of indebtedness (loan/ Nature (loan/ advance/ inter-
Name Name PAN committee (see Note period (see Note 6b) Opening balance Closing balance Cost (see Note 7) Tenure Interest Rate (%) Tenure Secured/ unsecured will be utilised by the ultimate
with the listed issuance of debt/ any other etc.) corporate deposit/ investment
6a) recipient of funds (end-usage)
entity or its
SHRIRAM CITY UNION FINANCE
SHRIRAM VALUE SERVICES LIMITED ASSOCIATES ROYALTY EXPENSES 7,076.06 3,761.14 - -
LIMITED
SHRIRAM CITY UNION FINANCE
SHRIRAM VALUE SERVICES LIMITED ASSOCIATES ROYALTY PAYABLE NA - 1,660.71 1,732.25
LIMITED
SHRIRAM CITY UNION FINANCE
SHRIRAM VALUE SERVICES LIMITED ASSOCIATES EXPENSES PAYABLE NA - 21.83 21.83
LIMITED
SHRIRAM CITY UNION FINANCE
SHRIRAM VALUE SERVICES LIMITED ASSOCIATES RECEIVABLES NA - 23.91 23.91
LIMITED
SHRIRAM CITY UNION FINANCE
SHRIRAM VALUE SERVICES LIMITED ASSOCIATES SHARE CAPITAL NA - - 20.11
LIMITED
SHRIRAM CITY UNION FINANCE
SHRIRAM FINANCIAL PRODUCTS SOLUTIONS (CHENNAI) PRIVATE LIMITED
ASSOCIATES COMMISSION & OTHER EXPENSES 3,065.00 1,452.67 - -
LIMITED
SHRIRAM CITY UNION FINANCE
SHRIRAM FINANCIAL PRODUCTS SOLUTIONS (CHENNAI) PRIVATE LIMITED
ASSOCIATES EXPENSES PAYABLE NA - 244.17 212.65
LIMITED
SHRIRAM CITY UNION FINANCE
SHRIRAM FINANCIAL PRODUCTS SOLUTIONS (CHENNAI) PRIVATE LIMITED
ASSOCIATES RECEIVABLE NA - 31.78 32.26
LIMITED
SHRIRAM CITY UNION FINANCE COMMISSION & OTHER
SHRIRAM FORTUNE SOLUTIONS LIMITED ASSOCIATES 3,643.00 1,581.48 - -
LIMITED EXPENSES
SHRIRAM CITY UNION FINANCE
SHRIRAM FORTUNE SOLUTIONS LIMITED ASSOCIATES INTEREST EXPENSES NA 7.31 - -
LIMITED
SHRIRAM CITY UNION FINANCE
SHRIRAM FORTUNE SOLUTIONS LIMITED ASSOCIATES RENT INCOME 17.00 8.19 - -
LIMITED
SHRIRAM CITY UNION FINANCE EXPENSES
SHRIRAM FORTUNE SOLUTIONS LIMITED ASSOCIATES 8.00 3.61 - -
LIMITED REIMBURSEMENT
SHRIRAM CITY UNION FINANCE
SHRIRAM FORTUNE SOLUTIONS LIMITED ASSOCIATES EXPENSES PAYABLE NA - 303.34 288.29
LIMITED
SHRIRAM CITY UNION FINANCE
SHRIRAM FORTUNE SOLUTIONS LIMITED ASSOCIATES DEPOSITS HELD WITH US NA - 204.70 211.19
LIMITED
SHRIRAM CITY UNION FINANCE COMMISSION & OTHER
SHRIRAM INSIGHT SHARE BROKERS LIMITED ASSOCIATES 142.00 24.16 - -
LIMITED EXPENSES
SHRIRAM CITY UNION FINANCE
SHRIRAM INSIGHT SHARE BROKERS LIMITED ASSOCIATES RENT INCOME 3.00 0.54 - -
LIMITED
SHRIRAM CITY UNION FINANCE EXPENSES
SHRIRAM INSIGHT SHARE BROKERS LIMITED ASSOCIATES 2.00 0.55 - -
LIMITED REIMBURSEMENT
SHRIRAM CITY UNION FINANCE
SHRIRAM INSIGHT SHARE BROKERS LIMITED ASSOCIATES EXPENSES PAYABLE NA - 11.71 2.75
LIMITED
SHRIRAM CITY UNION FINANCE COMMISSION & OTHER
SHRIRAM WEALTH ADVISORS LIMITED ASSOCIATES 13.45 8.79 - -
LIMITED EXPENSES
SHRIRAM CITY UNION FINANCE
SHRIRAM WEALTH ADVISORS LIMITED ASSOCIATES EXPENSES PAYABLE NA - 0.89 0.52
LIMITED
SHRIRAM CITY UNION FINANCE COMMISSION & OTHER
WAY2WEALTH SECURITIES PVT LTD ASSOCIATES 2.14 2.14 - -
LIMITED EXPENSES
SHRIRAM CITY UNION FINANCE
WAY2WEALTH SECURITIES PVT LTD ASSOCIATES EXPENSES PAYABLE NA - - 0.03
LIMITED
SHRIRAM CITY UNION FINANCE
SHRIRAM LIFE INSURANCE COMPANY LIMITED ASSOCIATES INTEREST EXPENSES NA 301.63 - -
LIMITED
SHRIRAM CITY UNION FINANCE
SHRIRAM LIFE INSURANCE COMPANY LIMITED ASSOCIATES INSURANCE EXPENSES 690.77 424.97 - -
LIMITED
SHRIRAM CITY UNION FINANCE
SHRIRAM LIFE INSURANCE COMPANY LIMITED ASSOCIATES COMMISSION INCOME 705.00 510.83 - -
LIMITED
SHRIRAM CITY UNION FINANCE
SHRIRAM LIFE INSURANCE COMPANY LIMITED ASSOCIATES EXPENSES PAYABLE NA - 4.36 4.36
LIMITED
SHRIRAM CITY UNION FINANCE
SHRIRAM LIFE INSURANCE COMPANY LIMITED ASSOCIATES NCDS HELD WITH US NA - 6,454.49 6,630.03
LIMITED
SHRIRAM CITY UNION FINANCE
SHRIRAM LIFE INSURANCE COMPANY LIMITED ASSOCIATES RECEIVABLES NA - 25.22 255.61
LIMITED
SHRIRAM CITY UNION FINANCE
SHRIRAM ASSET MANAGEMENT COMPANY LIMITED ASSOCIATES INTEREST EXPENSES NA 44.54 - -
LIMITED
SHRIRAM CITY UNION FINANCE
SHRIRAM ASSET MANAGEMENT COMPANY LIMITED ASSOCIATES DEPOSITS HELD WITH US NA - 1,097.56 1,049.08
LIMITED
SHRIRAM CITY UNION FINANCE
SHRIRAM GENERAL INSURANCE COMPANY LIMITED ASSOCIATES INTEREST EXPENSES NA 168.66 - -
LIMITED
SHRIRAM CITY UNION FINANCE
SHRIRAM GENERAL INSURANCE COMPANY LIMITED ASSOCIATES INSURANCE EXPENSES 486.61 271.51 - -
LIMITED
SHRIRAM CITY UNION FINANCE
SHRIRAM GENERAL INSURANCE COMPANY LIMITED ASSOCIATES COMMISSION INCOME 530.00 250.47 - -
LIMITED
SHRIRAM CITY UNION FINANCE
SHRIRAM GENERAL INSURANCE COMPANY LIMITED ASSOCIATES NCDS HELD WITH US NA - - 17,599.41
LIMITED
SHRIRAM CITY UNION FINANCE
SHRIRAM GENERAL INSURANCE COMPANY LIMITED ASSOCIATES RECEIVABLES NA - 108.19 85.66
LIMITED
SHRIRAM CITY UNION FINANCE PROFESSIONAL CHARGES
NOVAC TECHNOLOGY SOLUTIONS PRIVATE LIMITED ASSOCIATES 5,800.46 2,923.54 - -
LIMITED EXPENSES
SHRIRAM CITY UNION FINANCE
NOVAC TECHNOLOGY SOLUTIONS PRIVATE LIMITED ASSOCIATES EXPENSES PAYABLE NA - 525.37 225.02
LIMITED
SHRIRAM CITY UNION FINANCE
NOVAC TECHNOLOGY SOLUTIONS PRIVATE LIMITED ASSOCIATES RECEIVABLES NA - 0.40 0.40
LIMITED
SHRIRAM CITY UNION FINANCE ENTERPRISES
SHRIRAM CAPITAL LIMITED FEE EXPENSES 2,031.07 1,015.53 - -
LIMITED HAVING
SHRIRAM CITY UNION FINANCE ENTERPRISES
SHRIRAM CAPITAL LIMITED EQUITY DIVIDEND PAID NA 8,277.49 - -
LIMITED HAVING
SHRIRAM CITY UNION FINANCE ENTERPRISES
SHRIRAM CAPITAL LIMITED SHARE CAPITAL NA - 2,237.16 2,237.16
LIMITED HAVING
SHRIRAM CITY UNION FINANCE RENT AND OTHER
SHRIRAM HOUSING FINANCE LIMITED SUBSIDIARY 10.99 5.97 - -
LIMITED EXPENSES
SHRIRAM CITY UNION FINANCE PAYMENT FOR
SHRIRAM HOUSING FINANCE LIMITED SUBSIDIARY NA 2,007.08 - -
LIMITED ASSIGNMENT
SHRIRAM CITY UNION FINANCE
SHRIRAM HOUSING FINANCE LIMITED SUBSIDIARY RENT INCOME 43.32 22.47 - -
LIMITED
SHRIRAM CITY UNION FINANCE EXPENSES
SHRIRAM HOUSING FINANCE LIMITED SUBSIDIARY 11.16 5.60 - -
LIMITED REIMBURSEMENT
SHRIRAM CITY UNION FINANCE COLLECTION FEES
SHRIRAM HOUSING FINANCE LIMITED SUBSIDIARY 3.50 2.73 - -
LIMITED INCOME
SHRIRAM CITY UNION FINANCE RECEIPT FROM
SHRIRAM HOUSING FINANCE LIMITED SUBSIDIARY NA 4,570.02 - -
LIMITED ASSIGNMENT
SHRIRAM CITY UNION FINANCE INVESTMENT IN SHARES
SHRIRAM HOUSING FINANCE LIMITED SUBSIDIARY 50,000.00 50,000.00 36,727.91 66,727.91 INVESTMENT NA NA UNSECURED BUSINESS GROWTH
LIMITED (INCLUDING DEEMED
SHRIRAM CITY UNION FINANCE
SHRIRAM HOUSING FINANCE LIMITED SUBSIDIARY EXPENSES PAYABLE NA - 48.25 51.46
LIMITED
SHRIRAM CITY UNION FINANCE
SHRIRAM HOUSING FINANCE LIMITED SUBSIDIARY RECEIVABLES NA - 21.54 23.29
LIMITED
SHRIRAM CITY UNION FINANCE ENTERPRISES
DYNASTY ACQUISITION FPI LIMITED EQUITY DIVIDEND PAID NA 4,966.09 - -
LIMITED HAVING
SHRIRAM CITY UNION FINANCE ENTERPRISES
DYNASTY ACQUISITION FPI LIMITED SHARE CAPITAL NA - 1,342.19 1,342.19
LIMITED HAVING
SHRIRAM CITY UNION FINANCE
SHRIRAM FINANCIAL VENTURES (CHENNAI) PRIVATE LIMITED ASSOCIATES EQUITY DIVIDEND PAID NA 48.84 - -
LIMITED
SHRIRAM CITY UNION FINANCE
SHRIRAM FINANCIAL VENTURES (CHENNAI) PRIVATE LIMITED ASSOCIATES SHARE CAPITAL NA - 48.84 -
LIMITED
SHRIRAM CITY UNION FINANCE ENTERPRISES
SHRIRAM OWNERSHIP TRUST EQUITY DIVIDEND PAID NA 131.86 - -
LIMITED HAVING
SHRIRAM CITY UNION FINANCE ENTERPRISES
SHRIRAM OWNERSHIP TRUST SHARE CAPITAL NA - - 48.84
LIMITED HAVING
SHRIRAM CITY UNION FINANCE KEY
C R DASH EQUITY DIVIDEND PAID NA 4.00 - -
LIMITED MANAGERIAL
SHRIRAM CITY UNION FINANCE KEY
C R DASH SHARE CAPITAL NA - 0.82 1.18
LIMITED MANAGERIAL
SHRIRAM CITY UNION FINANCE KEY SHORT–TERM EMPLOYEE - -
Y.S. CHAKRAVARTI 77.12 45.43
LIMITED MANAGERIAL BENEFITS
SHRIRAM CITY UNION FINANCE KEY SHORT–TERM EMPLOYEE - -
C R DASH 57.36 28.80
LIMITED MANAGERIAL BENEFITS
SHRIRAM CITY UNION FINANCE KEY SHORT–TERM EMPLOYEE - -
R CHANDRASEKAR 58.23 32.12
LIMITED MANAGERIAL BENEFITS
SHRIRAM CITY UNION FINANCE KEY POST–EMPLOYMENT - -
Y.S. CHAKRAVARTI 11.62 5.80
LIMITED MANAGERIAL PENSION (DEFINED
SHRIRAM CITY UNION FINANCE KEY POST–EMPLOYMENT - -
C R DASH 8.71 4.36
LIMITED MANAGERIAL PENSION (DEFINED
SHRIRAM CITY UNION FINANCE KEY POST–EMPLOYMENT - -
R CHANDRASEKAR 11.45 5.73
LIMITED MANAGERIAL PENSION (DEFINED
SHRIRAM CITY UNION FINANCE KEY OTHER LONG TERM - -
Y.S. CHAKRAVARTI 6.57 2.54
LIMITED MANAGERIAL EMPLOYEE BENEFITS
SHRIRAM CITY UNION FINANCE KEY OTHER LONG TERM - -
C R DASH 4.58 1.90
LIMITED MANAGERIAL EMPLOYEE BENEFITS
SHRIRAM CITY UNION FINANCE KEY OTHER LONG TERM - -
R CHANDRASEKAR 6.16 2.50
LIMITED MANAGERIAL EMPLOYEE BENEFITS
SHRIRAM CITY UNION FINANCE KEY - -
DEBENDRANATH SARANGI DIRECTOR SITTING FEES 13.90 8.18
LIMITED MANAGERIAL
SHRIRAM CITY UNION FINANCE KEY - -
DIWAKAR BHAGWATI GANDHI DIRECTOR SITTING FEES 14.72 9.00
LIMITED MANAGERIAL
SHRIRAM CITY UNION FINANCE KEY - -
MAYA S SINHA DIRECTOR SITTING FEES 16.08 8.99
LIMITED MANAGERIAL
SHRIRAM CITY UNION FINANCE KEY - -
PRANAB PRAKASH PATTANAYAK DIRECTOR SITTING FEES 8.99 3.27
LIMITED MANAGERIAL
SHRIRAM CITY UNION FINANCE KEY - -
VENKATARAMAN MURALI DIRECTOR SITTING FEES 15.53 8.99
LIMITED MANAGERIAL
VENKATARAMAN MURALI KEY 10.36 6.27 - -
SHRIRAM HOUSING FINANCE LIMITED DIRECTOR SITTING FEES
MANAGERIAL
LAKSHMINARYANAN PRIYADARSHINI KEY 11.99 7.36 - -
SHRIRAM HOUSING FINANCE LIMITED DIRECTOR SITTING FEES
MANAGERIAL
SUBRAMANIAN JAMBUNATHAN KEY SHORT–TERM EMPLOYEE 214.15 102.57 - -
SHRIRAM HOUSING FINANCE LIMITED
MANAGERIAL BENEFITS
SUBRAMANIAN JAMBUNATHAN KEY SHARE BASED PAYMENTS 80.46 36.65 - -
SHRIRAM HOUSING FINANCE LIMITED
MANAGERIAL
GAURI SHANKAR AGARWAL KEY SHORT–TERM EMPLOYEE 85.89 44.10 - -
SHRIRAM HOUSING FINANCE LIMITED
MANAGERIAL BENEFITS
GAURI SHANKAR AGARWAL KEY SHARE BASED PAYMENTS 7.64 5.78 - -
SHRIRAM HOUSING FINANCE LIMITED
MANAGERIAL
GAURI SHANKAR AGARWAL KEY ADVANCES GIVEN NA 20.00 - - ADVANCES NA NA UNSECURED SALARY ADVANCE
SHRIRAM HOUSING FINANCE LIMITED
MANAGERIAL
GAURI SHANKAR AGARWAL KEY LOAN EMI RECEIVED NA 6.90 - -
SHRIRAM HOUSING FINANCE LIMITED
MANAGERIAL
BHAVITA ASHIYANI KEY SHORT TERM EMPLOYEE BENEFITS 12.73 4.44 - -
SHRIRAM HOUSING FINANCE LIMITED
MANAGERIAL
PUJA R SHAH KEY SHORT TERM EMPLOYEE BENEFITS 2.04 2.04 - -
SHRIRAM HOUSING FINANCE LIMITED
MANAGERIAL
ENTERPRISES RENT PAID 1.37 0.72 - -
SHRIRAM HOUSING FINANCE LIMITED SHRIRAM FINANCIAL PRODUCTS SOLUTIONS (CHENNAI) PRIVATE LIMITED
HAVING
ENTERPRISES RENT & OTHER EXPENSES 521.00 360.86 - -
SHRIRAM HOUSING FINANCE LIMITED SHRIRAM FINANCIAL PRODUCTS SOLUTIONS (CHENNAI) PRIVATE LIMITED
HAVING
ENTERPRISES RENT & OTHER EXPENSES 1.00 0.58 - -
SHRIRAM HOUSING FINANCE LIMITED SHRIRAM INSIGHT SHARE BROKERS LIMITED
HAVING
ENTERPRISES RENT & OTHER EXPENSES 32.00 2.16 - -
SHRIRAM HOUSING FINANCE LIMITED SHRIRAM LIFE INSURANCE COMPANY LIMITED
HAVING
ENTERPRISES RENT & OTHER EXPENSES 16.00 14.05 - -
SHRIRAM HOUSING FINANCE LIMITED SHRIRAM GENERAL INSURANCE COMPANY LIMITED
HAVING
ENTERPRISES RENT & OTHER EXPENSES 547.96 276.68 - -
SHRIRAM HOUSING FINANCE LIMITED NOVAC TECHNOLOGY SOLUTIONS PRIVATE LIMITED
HAVING
ENTERPRISES 527.80 382.87 - -
SHRIRAM HOUSING FINANCE LIMITED SHRIRAM VALUE SERVICES LIMITED ROYALTY EXPENSES
HAVING
ENTERPRISES EXPENSES REIMBURSEMENT 6.00 1.95 - -
SHRIRAM HOUSING FINANCE LIMITED SHRIRAM LIFE INSURANCE COMPANY LIMITED
HAVING
VALIANT MAURITIUS PARTNERS FDI LTD. ENTERPRISES NA - 4,872.00 4,872.00
SHRIRAM HOUSING FINANCE LIMITED SHARE CAPITAL
HAVING
NA - 21.36 3.25
SHRIRAM HOUSING FINANCE LIMITED SHRIRAM FINANCIAL VENTURES (CHENNAI) PRIVATE LIMITED ASSOCIATES EXPENSES PAYABLE
NA - 122.55 153.57
SHRIRAM HOUSING FINANCE LIMITED SHRIRAM VALUE SERVICES LIMITED ASSOCIATES EXPENSES PAYABLE
SHRIRAM HOUSING FINANCE LIMITED SHRIRAM INSIGHT SHARE BROKERS LIMITED ASSOCIATES NA - 0.03 0.14
EXPENSES PAYABLE
ENTERPRISES NA - 50.65 15.30
SHRIRAM HOUSING FINANCE LIMITED NOVAC TECHNOLOGY SOLUTIONS PRIVATE LIMITED EXPENSES PAYABLE
HAVING
GAURI SHANKAR AGARWAL KEY ADVANCES RECEIVABLE 20.00 - - 20.00
SHRIRAM HOUSING FINANCE LIMITED
MANAGERIAL
GAURI SHANKAR AGARWAL KEY LOAN RECEIVABLE 15.26 - 121.83 118.55
SHRIRAM HOUSING FINANCE LIMITED
MANAGERIAL
Sundaram & Srinivasan KKC & Associates LLP
Chartered Accountants Chartered Accountants
23 C P Ramaswamy Road Level-19, Sunshine Tower,
Alwarpet, Senapati Bapat Marg,
Chennai 600018 Elphinstone Road,
Mumbai, Maharashtra 400013
To
The Board of Directors of
Shriram Finance Limited (formerly "Shriram Transport Finance Company Limited")
Introduction
1. We have reviewed the accompanying statement of unaudited standalone financial results of
Shriram Finance Limited (formerly "Shriram Transport Finance Company Limited") ('the
Company') for the quarter ended 31 December 2022 and year to date results for the period
from 1 April 2022 to 31 December 2022 ('the Statement'), being submitted by the Company
pursuant to the requirements of Regulation 33 and Regulation 52(4) read with Regulation
63 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended (listing Regulations').
2. This Statement, which is the responsibility of the Company's Management and approved by
the Board of Directors of the Company, has been prepared in accordance with the recognition
and measurement principles laid down in the Indian Accounting Standard ('Ind AS') 34
'Interim Financial Reporting' specified in section 133 of the Companies Act, 2013, the
circulars, guidelines and directions issued by Reserve Bank of India ('RBI') from time to time
('RBI guidelines') and other accounting principles generally accepted in India and in
compliance with Regulation 33 and Regulation 52(4) read with Regulation 63 of the Listing
Regulations. Our responsibility is to express a conclusion on the Statement based on our
review.
Scope of Review
3. We conducted our review in accordance with the Standard on Review Engagements ('SRE')
2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the
Entity' issued by the Institute of Chartered Accountants of India. This standard requires that
we plan and perform the review to obtain moderate assurance as to whether the Statement
is free of material misstatement. A review is limited primarily to inquiries of company
personnel and analytical procedures applied to financial data and thus provides less
assurance than an audit. We have not performed an audit and accordingly, we do not express
an audit opinion.
Conclusion
4. Based on our review conducted as above and based on the consideration of reports of the
other auditors referred to in paragraph 5 below, nothing has come to our attention that
causes us to believe that the accompanying Statement prepared in accordance with the
applicable Ind AS and other recognized accounting practices and policies has not disclosed
the information required to be disclosed in terms of Regulation 33 and Regulation 52(4) read
with Regulation 63 of the Listing Regulations, including the manner in which it is to be
disclosed, or that it contains any material misstatement or that it has not been prepared in
Sundaram & Srinivasan KKC & Associates LLP
Chartered Accountants Chartered Accountants
23 C P Ramaswamy Road Level-19, Sunshine Tower,
Alwarpet, Senapati Bapat Marg,
Chennai 600018 Elphinstone Road,
Mumbai, Maharashtra 400013
accordance with the relevant prudential norms issued by Reserve Bank of India in respect of
income recognition, asset classification, provisioning and other related matters.
Other Matter
5. We draw attention to note 4 of the Statement which states that the Composite Scheme of
Arrangement and Amalgamation ("Scheme"), has been given effect to based on the
Appointed date 01 April 2022 as approved by National Company Law Tribunal which is
deemed to be the acquisition date for the purpose of accounting under Ind AS 103 'Business
Combinations'. Consequently, figures for the three months ended 30 September 2022
presented has been restated. The financial information of the erstwhile Shriram City Union
Finance Limited ("erstwhile company") for the three and six months ended 30 September
2022 have been reviewed by joint auditors of the erstwhile company whose reports dated
21 October 2022 have been furnished to us by the management and our conclusion on the
Statement, in so far as it relates to the amounts with respect of this erstwhile company, is
based solely on the reports of the erstwhile joint auditors, as adjusted for the accounting
effects of the Scheme recorded by the Parent (in particular, the accounting effects for Ind AS
103 'Business Combination') and other consequential adjustments, which have been
reviewed by us. Our conclusion on the Statement is not modified in respect of this matter.
STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED DECEMBER 31, 2022
(Rs. in crores)
Sr. Particulars Quarter Ended Nine months Ended Year Ended
No. 31.12.2022 30.09.2022 31.12.2021 31.12.2022 31.12.2021 31.03.2022
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
Restated - Refer
Note 5
Revenue from operations
(i) Interest Income 7,173.97 7,002.39 4,660.68 20,860.45 13,718.10 18,646.26
(ii) Dividend Income - 5.34 - 6.52 - -
(iii) Rental Income 0.04 0.04 0.05 0.12 0.13 0.17
(iv) Fees and Commission Income 193.63 138.91 24.83 500.05 70.30 100.08
(v) Net Gain on Fair Value Changes 97.01 105.97 61.65 256.62 167.31 221.70
(vi) Net Gain on Derecognition of Financial Instruments under 44.53 54.64 67.12 126.97 168.38 217.74
Amortised Cost Category
(vii) Others 99.83 101.74 13.53 266.13 49.34 69.22
(I) Total Revenue from operations 7,609.01 7,409.03 4,827.86 22,016.86 14,173.56 19,255.17
(II) Other Income 3.28 9.56 4.47 17.60 13.08 19.06
(III) Total Income (I+II) 7,612.29 7,418.59 4,832.33 22,034.46 14,186.64 19,274.23
Expenses
(i) Finance Costs 3,111.96 3,224.89 2,397.25 9,281.25 7,330.59 9,734.31
(ii) Fees and Commission Expenses 101.74 92.81 17.51 253.53 80.21 91.74
(iii) Impairment on Financial Instruments (Refer Note 3) 917.25 897.59 984.27 2,974.53 3,100.07 3,860.86
(iv) Employee Benefit Expenses 639.10 583.10 242.87 1,815.39 722.21 997.09
(v) Depreciation, Amortization and Impairment 58.09 54.17 34.66 166.32 100.77 135.37
(vi) Other Expenses 399.80 469.79 232.48 1,254.94 654.16 905.61
(IV) Total Expenses 5,227.94 5,322.35 3,909.04 15,745.96 11,988.01 15,724.98
(V) Profit Before Exceptional Items and Tax (III - IV) 2,384.35 2,096.24 923.29 6,288.50 2,198.63 3,549.25
(VI) Exceptional Items - - - - - -
(VII) Profit Before Tax (V +VI ) 2,384.35 2,096.24 923.29 1 6,288.50 2,198.63 3,549.25
(VIII) Tax expense:
(1) Current Tax 804.91 696.34 338.66 2,175.82 958.90 1,112.57
(2) Deferred Tax (196.94) (155.21) (95.99) (557.76) (382.07) (188.93)
(3) Tax Adjustment for Earlier Years (0.59) - - (0.59) - (82.32)
(IX) Profit for the Period (VII -VIII) 1,776.97 1,555.11 680.62 4,671.03 1,621.80 2,707.93
(X) Other Comprehensive Income
(A) (i) Items that will not be reclassified to profit or loss
Remeasurement Gain/ (Loss) on Defined Benefit Plan 3.65 (0.61) (0.78) (6.73) (4.02) (3.24)
Gain / (Loss) on Fair valuation of quoted investments in 8.07 0.98 - (10.61) -
equity shares
(ii) Income Tax relating to items that will not be reclassified to (2.95) (0.10) 0.19 4.36 1.01 0.82
Profit or Loss
Subtotal (A) 8.77 0.27 (0.59) (12.98) (3.01) (2.42)
(B) (i) Items that will be reclassified to profit or loss
Cash Flow Fledge Reserve (39.11) (33.85) 50.96 (173.85) 26.38 (160.87)
(ii) Income Tax relating to items that will be reclassified to Profit 9.84 8.52 (12.83) 43.75 (6.64) 40.49
or Loss
Subtotal (B) (29.27) (25.33) 38.13 (130.10) 19.74 (120.38)
Other Comprehensive Income (A+B) for the period (20.50) (25.06) 37.54 (143.08) 16.73 (122.80)
(XI) Total Comprehensive Income for the period (IX+X) 1,756.47 1,530.05 718.16 4,527.95 1,638.53 2,585.13
(XII) Paid-up Equity Share Capital (Face Value Rs. 10/- per 374.43 374.43 270.52 374.43 270.52 270.52
share)
(X111) Other Equity 25,661.67
(XIV) Earnings per Equity Share (Not annualised for the
interim periods)
Basic (Rs.) 47.46 41.53 25.26 124.75 61.26 101.74
Diligr,44.110 47.26 41.37 25.26 124.24 61.26 101.74
Notes:
1
1 The above results have been reviewed by the Audit Committee and subsequently approved by the Board of Directors at their respective
meetings held on January 31, 2023.
2 The standalone financial results for the quarter and nine months ended December 31, 2022 have been reviewed by the Statutory Auditors.
3 The Company holds management overlay of Rs. 1,651.39 crores as at December 31, 2022.
4 National Company
The Hon'ble National Company Law
Law Tribunal,
Tribunal, Chennai
Chennai Bench
Bench ("NCLT")
("NCLT') has approved the Composite Scheme of Arrangement and
Amalgamation ("Scheme"), inter alia, involving amalgamation of Shriram Capital Limited (SCL) with its Remaining undertaking with the
Company and amalgamation of Shriram City Union Finance Limited (SCUF) with its entire undertaking with the Company, vide order dated
November 9, 2022 to be read with Corrigendum order dated November 17, 2022 effective from Appointed date of the Scheme being April
01, 2022. Pursuant to the Scheme, the name of the Company is changed to Shriram Finance Limited upon receipt of necessary approval from
the Registrar of Companies, Tamil Nadu, Chennai, Ministry of Corporate Affairs, with effect from November 30, 2022. Pursuant to the
Scheme, new equity shares of face value of Rs. 10 each fully paid-up have been issued and allotted to the eligible shareholders of SCL and
SCUF on December 12, 2022 as per the share exchange ratio contained in the Scheme. As per Ind AS 103, the amalgamation has been
accounted under "acquisition method" read with Paragraph 45 of the said Ind AS. The difference between the purchase consideration and fair
value has been accounted as goodwill on amalgamation.
5 The figures for the previous periods after the appointed date for merger (i.e. April 01, 2022) have been restated to take the effect of transferor
Companies SCUF and SCL for the said periods as discussed in note 4 above and are therefore not comparable with figures of the respective
previous year periods or previously reported figures for the said quarters.
6 Disclosure pertaining to RBI Master Direction - RBI/DOR/2021-22/86 DOR.STR.REC.51/21.04.048/2021-22 Reserve Bank of India
(Transfer of Loan Exposures) Directions, 2021 dated September 24, 2021
a Details of transfer through assignment in respect of loans not in default during the nine months period ended December 31, 2022:
b Details of acquired through assignment in respect of loans not in default during the nine months period ended December 31, 2022:
c The Company has neither acquired nor transferred any stressed loans during the nine months period ended December 31, 2022.
7 The Board of Directors had declared an interim dividend of 150% i.e. Rs.15/- per equity share of face value Rs.10/- each fully paid up for the
Financial Year 2022-23, amounting to Rs. 5,616,409,140/- (gross) subject to deduction of tax at source as per the applicable rate(s) to the
eligible shareholders. The record date for payment of interim dividend was January 4, 2023. The interim dividend was paid to eligible
shareholders on January 13, 2023.
8
8 The Code on Social Security, 2020 (the Code) has been enacted, which would impact contribution by the Company towards Provident Fund
and Gratuity. The effective date from which changes are applicable is yet to be notified and the rules thereunder are yet to be announced.
The actual impact on account of this change will be evaluated and accounted for when notification becomes effective.
9 Information as required by Regulation 52(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is attached in Annexure 1.
10 The Company's secured non-convertible debentures are secured by specific assets covered under hypothecation loan agreements and by way
of exclusive charge and mortgage of immovable property and with a cover of 100% and above as per the terms of issue.
11 As on December 31, 2022 the security cover available in respect of secured non-convertible debt securities is 1.09 times. The security cover
certificate as per Regulation 54(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is attached as Annexure 2.
12 The Company is primarily engaged in the business of financing and there are no separate reportable segments identified as per the Ind AS
108 - Operating segments.
13 The figures for the previous quarter / year have been regrouped/ rearranged wherever necessary to conform to the current period/ year
. S. Chalcr
Place: Mumbai Managing Director & CEO
Date: January 31, 2023 DIN: 00052308
SHRIRAM FINANCE LIMITED (formerly Shriram Transport Finance Company Limited)
CIN: L65191TN1979PLC007874
Regd. Office: Sri Towers, 14A, South Phase, Industrial Estate, Guindy, Chennai - 600 032, Tamil Nadu.
5666. Website-www.shriramfinance.in,
Tel. No: +91 44 4852 4666, Fax: +91 44 4852 5666. Website-wmv.shriramfinance.in, email-secretarial@shriramfinance.in
email-secretarial®shriramlinance.in
required by
Information as required by Regulation
Regulation 52(4)
52(4) of the Securities and Exchange Board of India
India (Listing
(Listing Obligations and
and Disclosure
Disclosure Requirements)
Requirements) Regulations,
Regulations, 2015
2015
Annexure 1
(Rs. in crores)
Sr. Particulars Standalone
No,
No. Quarter
Quarter Ended
Ended Nine Months Ended Year Ended
31,12.2022
31.12.2022 30.09.2022 31.12.2021 31.12.2022 31.12.2021 31.03.2022
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
Restated -- Refer
Restated Refer
Nate
Note 55
19 Net Profit Margin (%) 5 23.34% 20.96% 14.08% 21.20% 11.43% 14.05%
20 Sector Specific equivalent Ratios
Capital Adequacy Ratio (%) 6 22.99% 23.20% 23.31% 22.99% 23.31% 22.97%
Gross NPA Ratio (%) 7 6.29% 6.31% 8.40% 6.29% 8.40% 7.07%
NPA Provision Coverage Ratio (%) 9 50.71% 49.06% 50.25% 50.71% 50.25% 49.97%
Hi
Liquidity Coverage Ratio (%) in 242.93% 238.42% 164.99% 269.59/a
269.59% 164.99% 148.70%
Note
1I Debt-equity ratio = (Debt securities + Borrowings (other than debt securities) + Deposit + Subordinated liabilities)/(Equity Share capital + Other
equity)
2 The Company is registered tinder under the Reserve Bank of India Act, 1934 as Non-Banking Financial Company, hence these ratios are generally not
applicable as per proviso to Regulation 52(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
2915.
3 Networth is calculated as defined in section 2(57) of Companies Act 2013.
4 Total debts to total assets = (Debt securities + Borrowings (other than debt securities) + Deposit + Subordinated liabilities)/ Total assets.
5 Net profit margin = Net profit after tax/ Total Income.
6 Capital ratio = Total Capital funds/ Risk weighted assets, calculated as per applicable RBI guidelines.
7 Gross NPA ratio (%) = Gross stage 3 loans/Gross Loans.
8 Net NPA ratio (%) ==Net Net stage
stage 33 loans/(Gross
loans/(Gross loans
loans -- ECL on stage 3 loans) where Net stage 3 loans = Gross stage 3 loans - ECL on stage 3 loans.
ECL on
9 NPA Provision coverage ratio (%) =- ECL ECL on
on stage
stage 3 loans/ Gross stage 3 loans.
Liquidity
10 Liquidity CoverageRatio
Coverage Ratio(LCR)
(LCR)isiscalculated
calculatedasasper
percircular
circularno.
no.RBI/2019-20/88DDR.NBFC.(PD)
RB1/2019-20/88DDR.NBEC.(PD)CC. CC.No.
No.102/03.10.001/2019-20
102/03,10.001/2019-20 dated November
04, 2019 issued by the Reserve Bank of India. As per the said circular, LCR is applicable from December 1, 2020.
11 NPNP • - erforming Assets.
serforming
ctkst41
SHRIRAM FINANCE LIMITED (formerly Shriram Transport Finance Company Limited)
CIN: L65191TN1979PLC007874
Regd. Office: Sri Towers, 14A, South Phase, Industrial Estate, Guindy. Chennai — 600 032. Tamil Nadu.
Tel. No: +91 44 4852 4666, Fax: +91 44 4852 5666. Website-www.shriramfinance.in, email-secretarial@shriramfinance.in
Annexure 2
Standalone Security Cover certificate as ner Regulation 54(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(Rs. in cores)
A B C D E F G H I J K L I M 1 N I 0 I P
Particulars Description of Exclusive Exclusive Paris- Passu Pari-Passu Pari-Passu Assets not Elimination Debts not (Total Related to only those items covered by this certificate
asset for which Charge Charge Charge Charge Charge offered as (amount in backed by C to J)
this certificate Security negative) any assets
relate offered as
security
Debt for Other Debt for Assets Other assets Debt amount (applicable Market Carrying/ Market Carrying Total Value
which this Secured which this shared by on which considered Value for book value for Value for value/ book (L + M + N
only for
certificate Debt certificate pari-passu there is pari- more than liability side) Assets exclusive pari-passu value for pari- + Co)
being issued being issued debt holder passu charge once (due to charged on charge assets charge passu charge
(includes (excluding exclusive Exclusive where market Assetssu' assets where
debt for items plus pari- basis value is not market value
which this Covered in passu charge ascertainable is not
certificate is column F) or applicable ascertainable
issued & or applicable
other debt
with pail-
passu
charge) Relating to Column F
Book Value Book Value Yes/ No Book Value Book Value
ASSETS
Property, Plant and Freehold Land 0.01 190.90 190.91 0.02 0.02
Equipment and Building
Capital Work-in-Progress - - -
Right of Use Assets 486.87 486.87 -
Goodwill 1,408.63 1,408.63 -
Other Intangible Assets 1,518.78 1,518.78 -
Intangible Assets under 66.08 66.08 -
Development
Investments 9,359.58 9,359.58 -
Loans Loans / advances 35,511.05 93,027.64 36,504.64 1,65,043.34 35,511.05 35,511.05
given (net of
provisions, NPAs
and sell down
portfolio)
Inventories - - -
Trade Receivables 24.93 24.93 -
Cash and Cash Equivalents 9,696.78 9,696.78 -
Bank Balances other than 7,046.93 7,046.93 -
Cash and Cash Equivalents
04146( SR/4,/
New o:
Old
co CPR oa
Chenn.
600 01
ec, ACC0
Annexure 2
Standalone Security
Standalone Security Cover
Cover certificate
certificate as
as Der
per Regulation 54(3) of the Securities and
and Exchange
ExchangeBoard
Boardof
of India
India (Listing
(Listing Obligations
Obligations and
and Disclosure
Disclosure Requirements)
Requirements) Regulations, 2015
(Rs. in crores)
A B C D E F G El
H I J K L I M
M 1I N I 0 I P
Particulars Description of Exclusive Exclusive
Exclusive Pari- Passu Pari-Passu Pari-Passu
Pari-Passu Assets not Elimination
Elimination Debts not (Total Related to only those items covered by this certificate
asset for which Charge Charge Charge Charge Charge offered as (amount in backed by C to .1)
this certificate Security negative) any assets
relate offered as
security
Debt for Other Debt for Assets Other assets Debt amount (applicable Market Carrying/
Carrying! Market Carrying Total Value
which this Secured which this shared by on which considered Value for book value for Value for value/ book (1
value! (L ++ M
M+ N
only for
certificate Debt certificate pari-passu there is pari-
pan- more than liabi Assets exclusive pari-passu value for pari- + 0)
lity side)
liability
being issued
being being issued debt holder passu charge once (due to charged on charge assets charge passu charge
(includes (excluding exclusive Exclusive where market Assets'''.
Assets"" assets where
debt for items plus pari-
pan- basis value is not market value
which this Covered in passu charge ascertainable is not
certificate is column F) or applicable ascertainable
issued & or applicable
other debt
with pari-
passti
paSSIE
charge) Relating to Column F
Book Value Book Value Yes/ No
Yes] Book Value Book Value
Book
LIABILITIES -
Debt securities to which this 32,499.43 12,351.58 Yes - 93.65 44,944.66 -
certificate pertains
Other debt sharing pari-passu - - -
charge with above debt
Other Debt - - --
Subordinated debt - 4.635,02
4,635.02 4,635.02 -
Borrowings 69,251.77
69.251.77 - 69,251.77
Bank - - -
Debt Securities - - -
Others 34,496.12 34,496.12 -
Trade payables 302.37 302.37 -
Lease
Lease Liabilities 559.05 559.05 -
Provisions 180.23 180.23
Others 1.551.63
1,551.63 1,551.63 -
Total 32,499.43 81,60335
81,603.35 - - - 37,089.40 - 4,728.67 1,55,920.85 - - - - -
Cover on Book Value 1.09
Cover on Market Value'
Exclusive 1.09 Pari-Passu -
Security Security
Cover Ratio Cover Ratio
Notes:
1.We confirm that the Company has complied with the covenants mentioned in the disclosure documents of the Secured redeemable Non-convertible debentures for the period ended December 31, 2022.
Es. 0.02 crore of the Freehold Land is on the basis of certified valuation done on May 23, 2022.
2. The market value of Rs.
Sundaram & Srinivasan KKC & Associates LLP
Chartered Accountants Chartered Accountants
23 C P Ramaswamy Road Level-19, Sunshine Tower,
Alwarpet, Senapati Bapat Marg,
Chennai 600018 Elphinstone Road,
Mumbai, Maharashtra 400013
To
The Board of Directors of
Shriram Finance Limited (formerly "Shriram Transport Finance Company Limited")
Introduction
1. We have reviewed the accompanying statement of unaudited consolidated financial results
of Shriram Finance Limited (formerly "Shriram Transport Finance Company Limited") ('the
Parent' or 'the Company') and its subsidiary (the Parent and its subsidiary together referred
to as 'the Group') and its share of the net profit after tax and total comprehensive
income/(loss) of its associate for the quarter ended 31 December 2022 and year to date
results for the period from 1 April 2022 to 31 December 2022 (`the Statement'), being
submitted by the Parent pursuant to the requirements of Regulation 33 and Regulation 52(4)
read with Regulation 63 the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended (listing Regulations').
2. This Statement, which is the responsibility of the Parent's Management and approved by the
Parent's Board of Directors, has been prepared in accordance with the recognition and
measurement principles laid down in the Indian Accounting Standard (`Ind AS') 34 'Interim
Financial Reporting' prescribed under section 133 of the Companies Act, 2013 and, the
circulars, guidelines and directions issued by Reserve Bank of India ('RBI') from time to time
('RBI guidelines') other accounting principles generally accepted in India and in compliance
with Regulation 33 and Regulation 52(4) read with Regulation 63 of the Listing Regulations.
Our responsibility is to express a conclusion on the Statement based on our review.
Scope of Review
3. We conducted our review in accordance with the Standard on Review Engagements ('SRE')
2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the
Entity' issued by the Institute of Chartered Accountants of India. This standard requires that
we plan and perform the review to obtain moderate assurance as to whether the Statement
is free of material misstatement. A review is limited primarily to inquiries of company
personnel and analytical procedures applied to financial data and thus provides less
assurance than an audit. We have not performed an audit and accordingly, we do not express
an audit opinion.
We also performed procedures in accordance with the circular Issued by the SEBI under
Regulation 33(8) of the Listing Regulations, as amended, to the extent applicable.
Sundaram
Sundaram & Srinivasan
Srinivasan KKC &
KKC &Associates
AssociatesLLPLLP
Chartered Accountants Chartered Accountants
Chartered Accountants
23 C P Ramaswamy Road Level-19, Sunshine Tower,
Alwarpet, Senapati Bapat Marg,
Chennai 600018 Elphinstone Road,
Mumbai, Maharashtra 400013
Conclusion
5. Based on our review conducted and procedures performed as stated in paragraph 3 above
and based on the consideration of reports of the other auditors referred to in paragraph 6
and 7 below, nothing has come to our attention that causes us to believe that the
accompanying Statement prepared in accordance with the applicable Ind AS and other
recognized accounting practices and policies has not disclosed the information required to
be disclosed in terms of Regulation 33 and Regulation 52(4) read with Regulation 63 of the
Listing Regulations, including the manner in which it is to be disclosed, or that it contains any
material misstatement or that it has not been prepared in accordance with the relevant
prudential norms issued by Reserve Bank of India in respect of income recognition, asset
classification, provisioning and other related matters.
Other Matters
6. We draw attention to note 5 of the Statement which states that the Composite Scheme of
Arrangement and Amalgamation ("Scheme"), has been given effect to based on the
Appointed Date 01 April 2022 as approved by National Company Law Tribunal which is
deemed to be the acquisition date for the purpose of accounting under Ind AS 103 'Business
Combinations'. Consequently, figures for the three months ended 30 September 2022
presented has been restated. The financial information of the erstwhile Shriram City Union
Finance Limited ("erstwhile company") for the three and six months ended 30 September
2022 have been reviewed by joint auditors of the erstwhile company whose reports dated
21 October 2022 have been furnished to us by the management and our conclusion on the
Statement, in so far as it relates to the amounts with respect of this erstwhile company, is
based solely on the reports of the erstwhile joint auditors, as adjusted for the accounting
effects of the Scheme recorded by the Parent (in particular, the accounting effects for Ind AS
103 'Business Combination') and other consequential adjustments, which have been
reviewed by us. Our conclusion on the Statement is not modified in respect of the above
matter.
7. We did not review the interim financial results of one subsidiary included in the Statement,
whose interim financial results, reflect total revenues (before consolidation adjustment) of
Rs.214.15 Crores and Rs.565.63 Crores, total net profit after tax (before consolidation
adjustment) of Rs. 36.38 Crores and Rs. 100.62 Crores and total comprehensive income
(before consolidation adjustment) of Rs. 36.03 Crores and of Rs. 100.01 Crores for the
quarter ended 31 December 2022 and for the period from 1 April 2022 to 31 December 2022
respectively, as considered in the Statement. The Statement also includes the Group's share
of net profit after tax of Rs. 1.52 Crores and Rs. 5.42 Crores and total comprehensive income
of Rs. 1.42 Crores and Rs. 5.19 Crores for the quarter ended 31 December 2022 and for the
eriod from 1 April 2022 to 31 December 2022, respectively, as considered in the Sta ement,
sOc.;
_ 0e.
red w
Sundaram & Srinivasan KKC & Associates LLP LLP
Chartered Accountants Chartered Accountants
23 C P Ramaswamy Road Level-19, Sunshine Tower,
Alwarpet, Senapati Bapat Marg,
Chennai 600018 Elphinstone Road,
Mumbai, Maharashtra 400013
in respect of one associate whose interim financial results have not been reviewed by us.
These interim financial results have been reviewed by other auditors whose reports have
been furnished to us by the Management and our conclusion on the Statement, in so far as it
relates to the amounts and disclosures included in respect of these subsidiary and associate
is based solely on the reports of the other auditors and the procedures performed by us as
stated in paragraph 3 above.
above,
Our conclusion on the Statement is not modified in respect of the above matter.
For Sundaram
Sundaram &
& Srinivasan For
For KKC
KKC & Associates
Associates LLP
LLP
Chartered Accountant Chartered Accountants
Firm
Firm egistratiop, mber -- 004207S
egistratin mber 004207S (formerly Khimji Kunverji & Co LLP)
Firm Registration Number: 105146W/W100621
Menjkshi Sundaram
en shi Sundaram Gautam Shah
Gautam S ahi *
P rtner
Partner Chennai Partner
600 018.
ICAI Membership Number: 217914 ICAI Membership Number: 117348
23217914BGW0ZY1596
UDIN: 23217914BGWOZY1596 UDIN: 23117348BGSZGW6873
Place: Mumbai Place: Mumbai
Date: 31 January 2023 Date: 31 January 2023
SIIRIRAM FINANCE LIMITED (formerly Shriram Transport Finance Company Limited)
CIN: L6519 ITNI979PLC007874
Regd. Office: Sri Towers, 14A, South Phase, Industrial Estate, Guindy, Chennai - 600 032, Tamil Nadu.
Tel. No: +91 44 4852 4666, Fax: +91 44 4852 5666. Website-www.shriramfinancein, email-secretarial@shriramfinanee.in
STATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED DECEMBER 31,2022
Rs. in crores
Sr. Particulars Quarter Ended Nine Months Ended Year Ended
No. 31.12.2022 30.09.2022 31.12.2021 31.12.2022 31.12.2021 31.03.2022
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
Resisted - Refer
Note 6
Revenue from operations
(i) Interest Income 7,343.67 7,147.04 4,660.68 21,288.41 13,718.10 18,646.26
(ii) Dividend Income - 5.34 - 6.52 - -
(iii) Rental Income 0.05 0.07 0.05 0.18 0.13 0.17
(iv) Fees and Commission Income 197.79 142.41 24.83 511.60 70.30 100.08
(v) Net Gain on Fair Value Changes 121.56 131.25 61.65 322.72 167.31 221.70
(vi) Net Gain on Derecognition of Financial Instniments under Amortised Cost Category 44.53 54.64 67.12 126.97 168.38 217.74
1 The above results have been reviewed by the Audit Committee and subsequently approved by the Board of Directors at their respective meetings held on January 31, 2023.
2 The above results include consolidated financial results of Shriram Automall India Limited, an associate and Shriram Housing Finance Limited, a subsidiary of the Group.
3 The consolidated financial results for the quarter and nine months ended December 31, 2022 have been reviewed by the Statutory Auditors.
4 The Company holds management overlay of Rs.1,651.39 crores as at December 31, 2022.
5 The Hon'ble National Company Law Tribunal, Chennai Bench ("NCLT") has approved the Composite Scheme of Arrangement and Amalgamation ("Scheme"), inter alia,
involving amalgamation of Shriram Capital Limited (SCL) with its Remaining undertaking with the Company and amalgamation of Shriram City Union Finance Limited
(SCUF) with its entire undertaking with the Company, vide order dated November 9, 2022 to be read with Corrigendum order dated November 17, 2022 effective from
Appointed date of the Scheme being April 01, 2022. Pursuant to the Scheme, the name of the Company is changed to Shriram Finance Limited upon receipt of necessary
approval from the Registrar of Companies, Tamil Nadu, Chennai, Ministry of Corporate Affairs, with effect from November 30, 2022. Pursuant to the Scheme, new equity
shares of face value of Rs. 10 each fully paid-up have been issued and allotted to the eligible shareholders of SCL and SCUF on December 12, 2022 as per the share
exchange ratio contained in the Scheme. As per Ind AS 103,the amalgamation has been accounted under "acquisition method" read with Paragraph 45 of the said Ind AS.
The difference between the purchase consideration and fair value has been accounted as goodwill on amalgamation.
6 The figures for the previous periods after the appointed date for merger (i.e. April 1, 2022) have been restated to take the effect of transferor Companies SCUF and SCL for
the said periods as discussed in note 5 above and are therefore not comparable with figures of the respective previous year periods or previously reported figures for the said
quarters.
7 Disclosure pertaining to RBI Master Direction - RBI/DOR/2021-22/86 DOR.STRREC.51/21.04.048/2021-22 Reserve Bank of India (Transfer of Loan Exposures)
Directions, 2021 dated September 24, 2021
a Details of transfer through assignment in respect of loans not in default during the nine months ended December 31, 2022:
b Details of acquired through assignment in respect of loans not in default during the nine months period ended December 3 I, 2022:
c Details of stressed loans transferred during the nine months ended December 31, 2022
To Asset Reconstruction
Particulars
Companies (ARC)
NPA SMA
Number of accounts 142 -
Aggregate principal outstanding of loans transferred (Rs. in crores) 19.12 -
Weighted average residual tenor of the loans transferred (in years) 12
Net book value of loans transferred (at the time of transfer) (Rs. in crores) 16.83 -
Aggregate consideration (Rs. in crores) 13.75 -
Additional consideration realized in respect of accounts transferred in earlier years -
d The Group has not acquired any stressed loans during the nine months ended December 31, 2022.
S
8 Rs. I5/- per
The Board of Directors had declared an interim dividend of 150% i.e. Rs.15/- per equity
equity share
share of
of face
face value Rs.
Re.10/-
I0/- each fully paid up for the Financial Year 2022-23,
amounting to Rs. 5,616,409,140 (gross) subject to deduction of tax at
at source as per the applicable rate(s) to the eligible shareholders. The record date for payment of interim
dividend was January 4, 2023. The interim dividend was paid to eligible shareholders on January 13, 2023.
9 Social Security,
The Code on Social Security, 2020
2020 (the
(the Code)
Code) has
has been
been enacted,
enacted,which
Midi would
wouldimpact
impact contribution
contribution by
by the
the Group
Group towards
towards Provident
Provident Fund and Gratuity. The effective date
from which changes are Applicable is yet to be notified and the rules thereunder are yet to be announced. The actual impact on account of this change will be evaluated and
accounted for when notification becomes effective.
10 Information as required by Regulation 52(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached
Annexure 1.
in Annexure I.
1l
11 The Group's secured non-convertible debentures are secured by specific assets covered under hypothecation loan agreements and by way of exclusive charge and mortgage of
immovable property and with a cover of 100% and above as per the terms of issue.
12 As on December 31, 2022 the security cover available in respect of secured non-convertible debt securities is 1.09 times. The security cover certificate as per Regulation
54(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure 2.
13 The Company and its subsidiary Shriram Housing Finance Limited are in the business of financing and there are no separate reportable segments identified as per Ind AS
108-Operating segments.Further its associate is primarily engaged in the business of facilitation service.
14 The figures for the previous quarter / year have been regrouped/ rearranged wherever necessary to conform to the current period/ year presentation.
74. ,,1
. S. Ch vnr "N,
Murnbai
Place: Mumbai Managing Director & CEO 1J (f)
Date: January 31, 2023 DIN: 00052308
SHRIRAM FINANCE
SHRIRAM FINANCELIMITEDLIMITED
CIN: L65191TN1979PLC007874
Regd. Office: Sri Towers,
Office: Sri Towers, 14A,
14A,South
South Phase,
Phase, Industrial Estate,
Estate, Guindy,
Guindy, Chennai
Chennai -- 600
600 032,
032, Tamil
Tamil Nadu.
Tel.
Tel, No: +91 44 4852 4666, Fax:
Fax: +91
+91 44
44 4852
4852 5666.
5666.Website-www.shriramfinance.in
Website-www.shrirainfinance.in, email-secretarial@shriramfinance.in
email-secretarial@shrirainfinance,in
Annexure1I
Annexure
Information
Informationas
asrequired
requiredby
byRegulation
Regulation52(4)
52(4)of
ofthe
theSecurities
Securities and
and Exchange
Exchange Board of India (ListingObligations
India (Listing Obligations and
and Disclosure
Disclosure Requirements) Regulations,
2015 for the quarter
quarter and
and nine
nine months
months ended December 31, 2022.
Rs. in cr re
Sr. Pa rticula rs
Particulars Consolidated
No. Quarter Ended Nine Months Ended Year Ended
31.12.2022 30.09.2022 31.12.2021
31.12.2021 31.12.2022 31.12.2021
31.12.2021 31.03.2022
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
Resisted
Restated
Gross NPA
Gross NPA Ratio (%)
(%) 7 NA NA NA NA NA NA
NPA
NPA Provision
Provision Coverage Ratio (%)
Coverage Ratio (%) 9a NA NA NA
NA NA
NA NA NA
Liquidity
LiquidityCoverage
Coverage Ratio (%) I° NA NA NA
NA NA
NA NA NA
Note
1 Debt-Equity
Debt-Equity Ratio
Ratio == (Debt
(Debt securities
securities + Borrowings
Borrowings (other
(other than Debt Securities)
Securities) ++ Deposit
Deposit ++ Subordinated
SubordinatedLiabilities)/
Liabilities)! (Equity Share
Share Capital
Capital +
+ Other
Other Equity).
Equity).
2 The Company is registered under under the
the Reserve
ReserveBank
Bankof
of India
India Act, 1934 as Non-Banking
Non-Banking Financial
FinancialCompany,
Company,hence
hence these
these ratios are generally not applicable
applicable as
as per
to Regulation
proviso to Regulation 52(4)
52(4) of
of the
the Securities
Securities and Exchange
Exchange Board
Board of
of India
India (Listing Obligationsand
(Listing Obligations and Disclosure
Disclosure Requirements)
Requirements) Regulations, 2015.
Networth is
3 Networth is calculated
calculated as defined in section 2(57) of Companies
Companies ActAct 2013.
4 Total Debts to Total Assets
Assets == (Debt
(Debt securities
securities++Borrowings
Borrowings (other
(other than
thanDebt
DebtSecurities)
Securities)++Deposit
Deposit++Subordinated
SubordinatedLiabilities)/
liabilities)/ Total
Total Assets.
Assets.
5 Net Profit Margin = Net Profit After After Tax/
Tax/ Total
Total Income.
Income.
6 Capital Ratio == Total
Total Capital
CapitalFunds/
Funds/ Risk
Riskweighted
weightedassets,
assets, calculated as
as per
perapplicable
applicableRBI
RBI guidelines.
Gross NPA
7 Gross NPA Ratio (%)(%) -=Gross
GrossStage
Stage 33 Loans!
Loans/ Gross
Gross Loans.
8 Net NPA
NPA Ratio
Ratio(%)(%)==Net
NetStage
Stage33Loans/
Loans/(Gross
(GrossLoans
Loans --ECL
ECLon onStage
Stage33Loans)
Loans)where
whereNet
NetStage
Stage 33 Loans
Loans == Gross
Gross Stage 3 Loans - ECL on on Stage 3 Loans.
9 NPA
NPA Provision
ProvisionCoverage
Coverage Ratio
Ratio (%)(%)==ECL
ECLononStage
Stage33 Loans!
Loans/ Gross
Gross Stage
Stage 3 Loans.
10 Liquidity
LiquidityCoverage
CoverageRatio
Ratio(LCR)
(LCR) is is calculated
calculated as
as per
percircular
circular no.
no. RBI/2019-20/88DDR.NBFC.(PD)
RBI/20 19-20/88DDR.NBEC.(PD) CC. CC.No.
No.102/03.10.001/2019-20
102/03.10.001/2019-20dated datedNovember
November04,
04,2(119
2019
issued by the
issued by the Reserve
ReserveBank
Bankofof India.
India. As
As per
per the
the said
saidcircular,
circular, LCR
LCR is applicable from
from December
December 01, 2020.
1I
11 NPA =
= Non-Performing
Non-Performing Assets.
Assets.
SHRIRAM FINANCE LIMITED (formerly Shriram Transport Finance Company Limited)
CIN: L65191TN1979PLC007874
Regd. Office: Sri Towers, 14A, South Phase, Industrial Estate, Guindy, Chennai — 600 032, Tamil Nadu.
Tel. No: +91 44 4852 4666, Fax: +91 44 4852 5666. Website-www.shriramfinance.in, email-secretarial@shriramfinance.in
Annexure 2
Consolidated Security Cover certificate as per Regulation 54(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015
(Rs. in crores)
A B C D E F G H 1 J K L I M I N 1 0 I P
Particulars Description of Exclusive Exclusive Pari- Passu Pari-Passu Pari-Passu Assets not Elimination Debts not (Total Related to only those items covered by this certificate
asset for which Charge Charge Charge Charge Charge offered as (amount in backed by any C to .1)
this certificate Security negative) assets offered
relate as security
(applicable
only for
liability side)
Debt for which Other Secured Debt for Assets shared Other assets on Debt amount Market Carrying/ Market Carrying Total Value
this certificate Debt which this by pari-passu which there is considered Value for book value for Value for value/ book (L + M + N +
being issued certificate debt holder pari-passu charge more than Assets exclusive pari-passu value for pari- 0)
being issued (includes debt (excluding items once (due to charged on charge assets charge passu charge
for which this Covered in exclusive Exclusive where market Assetsviii assets where
certificate is column F) plus pari- basis value is not market value
issued & other passu charge ascertainable is not
debt with pari- or applicable ascertainable
passu charge) or applicable
Relating to Column F
Book Value Book Value Yes/ No Book Value Book Value
ASSETS
Property. Plant and Equipment Freehold Land and 0.01 202.59 202.60 0.02 0.02
Building
Capital Work-in-Progress - - -
Right of Use Assets 523.76 523.76 -
Goodwill - - -
Other Intangible Assets 1,234.99 1.234.99 -
Intangible Assets under 66.08 66.08 -
Development
Investments S.256.85 8.256.85
Loans Loans / advances 36,383.26 98,020.59 36,653.32 - 171.057.17 36,3S3.26 36,383.26
given (net of
provisions, NPAs
and sell down
portfolio)
Inventories - - -
Trade Receivables 24.93 24.93 -
Cash and Cash Equivalents 9,788.35 9.788.35 -
Bank Balances other than Cash and 7,092.23 7,092.23 -
Cash Equivalents
Others 50.39 5,675.28 5.725.68 50.39 50.39
Total 36,433.67 98.020.59 - - - 69,518.38 - - 203,972.63 0.02 36,433.66 - - 36,433.68
Chartered
Accountants
Consolidated Security Cover certificate as per Regulation 54(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015
(Rs. in crores)
A B C D E F G H I J K L I M I N I 0 I P
Particulars Description of Exclusive Exclusive Pari- Passu Pari-Passu Pari-Passu Assets not Elimination Debts not (Total Related to only those items covered by this certificate
asset for which Charge Charge Charge Charge Charge offered as (amount in backed by any C to J)
this certificate Security negative) assets offered
relate as security
(applicable
only for
liability side)
Debt for which Other Secured Debt for Assets shared Other assets on Debt amount Market Carrying/ Market Carrying Total Value
this certificate Debt which this by pari-passu which there is considered Value for book value for Value for value/ book (L +M + N +
being issued certificate debt holder pari-passu charge more than Assets exclusive pari-passu value for pari- 0)
being issued (includes debt (excluding items once (due to charged on charge assets charge passu charge
for which this Covered in exclusive Exclusive where market Assetsviii assets where
certificate is column F) plus pari- basis value is not market value
issued & other passu charge ascertainable is not
debt with pari- or applicable ascertainable
passu charge) or applicable
Relating to Column F
Book Value Book Value Yes/ No Book Value Book Value
ASSETS
LIABILITIES -
Debt securities to which this 33367.79 12,351.58 Yes - 162.35 45,881.75 -
certificate pertains
Other debt sharing pari-passu - - -
charge with above debt
Other Debt - - -
Subordinated debt - 4,635.02 4,635.02 -
Borrowings 73,663.99 - 73.663.99
Bank - -
Debt Securities - - -
Others 34,496.12 34.496.12
Trade payables 319.79 319.79 -
Lease Liabilities 596.48 596.48
Provisions 184.02 184.02 -
Others 1,526.73 1,526.73 -
Total 33367.79 86.015.57 - - - 37,123.14 - 4,797.40 161,303.90 - - - - -
Cover on Book Value 1.09
Cover on Market Valueix
Exclusive 1.09 Pari-Passu -
Security Cover Security
Ratio Cover Ratio
Notes:
1.We confirm that the Group has complied with the covenants mentioned in the disclosure documents of the Secured redeemable Non-convertible debentures for the period ended December 31, 2022
2. The market value of Rs. 0.02 crore of the Freehold Land is on the basis of certified valuation done on May 23. 2022.
Chartered
Accountants
SIIRIRAIVI TRANSPORTFINANCE
SIIRIRANT TRANSPORT FINANCECOMPANY COMPANY LIMITED
LIMITED
CIN:1,651911111979PLC1307874
C1N: 1.65191TN1979PLC007874
Regd.Office:
Regd. Office:SriSri Towers,
Towers, 14A,
14A, South
South Phase,
Phase, Industrial
Industrial Estate,Estate,
Guindy,Gnindy,
ChennaiChennai -600
- 600 032, 032,
Tamil Tamil Nadu.
Nadu.
Tel. No:
Tel. No: +91
+91 44 44 4852
4852 4666, Fax: +91
+9144
444852
48525666.
5666. Website-www.stfc.in,, email-secretarial@stfc.in
Website-www.stfc.in email-secretarial@stfc.in
(Rs.
(Its. in
incrores)
crores)
Sr.
Sr. Pa Thema rs
Particulars QuarterEnded
Quarter Ended Half-YearEnded
Half-Year Ended Year
Year Ended
Ended
No.
N o. 30.09.2022
30.09.2022 30.06.2022
30.06.2022 30.09.2021
30.09.2021 30,09.2022
30.09.2022 30.09.2021
30.09.2021 31.03.2022
31.03.2022
(Unaudited)
(Unaudited) (Unaudited)
(Unaudited) (Unaudited)
(Unaudited) (Unaudited)
(Unaudited) (Unaudited)
(Unaudited) (Audited)
(Audited)
Revenuefrom
Revenue from operations
operations
(i) Interestincome
Interest income 5,112.03
5,112.03 5,019.69
5,019.69 4,578.42
4,578.42 10,131.72
10,131.72 9,057.42
9,057.42 18,646.26
18,646.26
(ii) Dividendincome
Dividend income 5.35
5.35 - - 5.35
5.35 - -
(iii) Rentalincome
Rental income 0.04
0.04 0.04
0.04 0.04
0.04 0.08
0.08 0.08
0,08 0.17
0.17
(iv) Feesand
Fees andcommission
commission income
income 36.12
36.12 24.25
24.25 26.08
26.08 60.37
60.37 45.47
45.47 100.08
100.08
(v) Netgain
Net gainononfair
fair value
value changes
changes 81.44
81.44 53.08
53.08 71.87
71.87 134.52
134.52 105.66
105.66 221.70
221.70
(vi) Netgain
Net gainononderecognition
derecognition of financial
of financial instruments
instruments undertinder 55 21. .
55.21 28.75
28.75 - 83.96
83.96 101.26
101.26 217.74
217.74
amortisedcost
amortised cost category
category .
(vii) Others
Others 57,38
57.38 19.00
19.00 21.45
21.45 76.38
76.38 35.81
35.81 69.22
69.22
(I)
(1) TotalRevenue
Total Revenuefrom
from operations
operations 5,347.57
5,347.57 5,144.81
5,144.81 4,697,86
4,697.86 10,492.38
10,492.38 9,345.70
9,345.70 19,255.17
19,255.17
(II)
(II) Otherincome
Other income 3.71
3.71 4.45
4.45 4.95
4.95 8.16
8.16 8.61 19.06
19,06
(III)
(111) 'FatalIncome
Total Income(1+11)
(1+11) 5,351.28
5,351.28 5,149.26
5,149.26 4,702.81
4,702.81 10,500.54
10,500.54 9,354.31
9,354.31 19,274.23
19,274.23
Expenses
Expenses
()
(i) Financecosts
Finance costs 2,590.57
2,590.57 2,457.93
2,457.93 2,435.24
2,435.24 5,048 50
5,048.50 4,933.34
4,933.34 9,734.31
9,734.31
(ii) Feesand
Fees andcommission
commission expenses
expenses 30.25
30.25 18.39
18.39 44.29
44.29 48.64
48.64 62.70
62.70 91.74
91.74
(iii) Impairmenton
Impairment onfinancial
financial instruments
instruments (Refer
(Refer notenote
5) 5) 672.35
672.35 805.16
805.16 676.20
676.20 1,477.51
1,477.51 2,115.80
2,115.80 3,860.86
3,860.86
(iv) Employeebenefits
Employee benefits expenses
expenses 267.32
267.32 278.31
278.31 237.37
237.37 545.63
545.63 479.34
479.34 997.09
997.09
(v) Depreciation,amortization
Depreciation, amortization andand impairment
impairment 34.89
34.89 34.94
34.94 33.36
33.36 69.83
69.83 66.11
66.11 135.37
135.37
(vi) Otherexpenses
Other expenses 315.20
315.20 247.65
247.65 235.70
235.70 562.85
562.85 421.68
421.68 905.61
905,61
(IV)
(IV) TotalExpenses
Total Expenses 3,910.58
3,910.58 3,842.38
3,842.38 3,662.16
3,662.16 7,752,96
7,752.96 8,078.97
8,078.97 - 15,724.98
15,724.98
(V) Profitbefore
Profit beforeexceptional
exceptional items
items and
and taxtax
(III(III - IV)
- IV) 1,440.70
1,440.70 1,306.88
1,306.88 1,040.65
1,040.65 2,747.58
2,747.58 1,275.34
1,275.34 3,549.25
3,549.25
(VI)
(VI) Exceptionalitems
Exceptional hems - - - - - -
(VII)
(VII) Profit before
Profit beforetax
tax(V
(V+VI
+VI) ) 1,440.70
1,440.70 1,306.88
1,306.88 1,040.65
1,040.65 2,747.58
2,747.58 1,275.34
1,275.34 3,549.25
3,549.25
(VIII) Tax
(VIII) expense:
Tax expense:
(1) Current tax
Current tax 518.06
518.06 532.63
532.63 315.66
315.66 1,050.69
1,050.69 620.24
620.24 1,112.57
1,112.57
(2) Deferred tax (144.23) (191.02) (46.25) (335.25) (286.08) (188.93)
.
(3) Tax adjustment for
for earlier
earlier years
years - - - - - - (82.32)
(IX)
(IX) period (VII
Profit for the period (VII -VIII)
-VIII) 1,066.87
1,066.87 965.27
965.27 771.24
771.24 2,032.14
2,032.14 941.18
941.18 2,707.93
2,707.93
(X) Othercomprehensive
Other comprehensive income
income
(A) (i) hems that
Items thatwill
willnot
notbebe reclassified
reclassified to profit
to profit or loss
or loss
Remeaseirement
Remeasurement gain/(loss)
gain/(loss) on defined
on defined benefit
benefit plan plan (0.40)
(0.40) (9.03)
(9.03) 0.37
0.37 (9.43)
(9.43) (3.24)
(3.24) (3.24)
(3.24)
(ii) Incometax
Income taxrelating
relatingto to items
items thatthat
willwill notreclassified
not be be reclassified
to to 0.10
0.10 2.27
2.27 (0.09)
(0.09) 2.37
2.37 0.82
0.82 0.82
0.82
profitor
profit orloss
loss •
Subtotal(A)
Subtotal (A) (0.30)
(0.30) (6.76)
(6.76) 0.28
0.28 (7.06)
(7.06) (2.42)
(2.42) (2.42)
(2,42)
(B) (i) Itemsthat
Items thatwill
willbebe reclassified
reclassified to profit
to profit or loss
or loss
Cashflow
Cash flowhedge
hedge reserve
reserve (33.85)
(33.85) (100.89)
(100.89) (12.20)
(12.20) (134.74)
(134.74) (24.58)
(24.58) (160.87)
(160.87)
(ii) Incometax
Income laxrelating
relatingto to items
items thatthat
willwill be reclassified
be reclassified to to 8.52
8.52 25.39
25.39 3.07
3.07 33.91
33.91 6.19
6.19 40.49
40.49
profitor
profit orloss
loss
(13)
Subtotal (8) (25.33)
(25.33) (75.50)
(75.50) (9.13)
(9.13) (100.83)
(100.83) (18.39)
(18,39) (120.38)
(120.38)
Othercomprehensive
Other comprehensive income
income (A+11)
(A+B) (25.63)
(25.63) (82.26)
(82.26) (8.85)
(8.85) (107.89)
(107.89) (20.81)
(20.81) (122.80)
(122.80)
(XI)
(X1) Totalcomprehensive
Total comprehensive income
income forfor
thethe period
period (IX+X)
(IX+X) 1,041.24
1,041.24 883.01
883.01 762.39
762.39 1,924.25
1,924.25 920.37
920.37 2,585.13
2,585.13
(X11)
(XII) Paid-upequity
Paid-up equityshare
share capital
capital (face
(face value
value Rs. per
Rs. 10/- DV- per 270.52
270.52 270.52
270.52 268,78
268.78 270.52
270.52 268.78
268.78 270.52
270.52
share)
share)
(XIII) Otherequity
Other equity 25,661.67
25,661.67
(XIV) Earningsper
Earnings perequity
equity share (Not
share (Not annualised
annualised for the
interimperiods)
interim periods)
Basic (Rs.)
Basic (Rs.) 39.44 35.68 28.71 75.12 35.87 101,74
101.74
Diluted (Rs.)
Diluted (Rs.) 39.44 35.68 28.71 75.12 35.87 101.74
101,74
&
<-1\14‘ SIN/
New No:4,1f)
Old lo • 3, 7
CP ,oad, 1 7"
Ch ,nnai
600 018.
Notes:
ASSETS
ASSETS
(1) Financial
Financial Assets Assets
(a)
(a) Cash
Cash andand cashcash equivalents
equivalents 13,338.56 I0,662.44
10,662.44
(b)
(b) Bank balance other than (a) above 6,207.08 5,692.72
(c)
(c) Derivative financial
financial instruments
instruments 955.61
955.61 201.40
(d)
(d) Receivables
(I)
(1.1 Trade Receivables 5.84
5,84 5.35
5,35
(II) OtherReceivables
(II) Other Receivables 206.69 192.67
(e)
(c) Loans 124,128.60 116,665.15
( f)
(f) Investments 8,109.10 6,809.16
(g)
(g) Other
Other Financial assets
Financial assets 52.28 51.45
Total financial
financial assets
assets 153,003.76
153,1103.76 140,280.34
140,280.34
(2) Non-financial
Non-financial Assets Assets
(a) Current tax assetsassets (Net)
(Net) 233.98 ' 228.24
228,24
(b)
(b) Deferred tax assets assets (Net)
(Net) 1,240.91 869.38
(c) Investment Property 1.95 1.97
(d)
(d) Property, Plant and and Equipment
Equipment 118.94 110.56
(e) Right of
Right ofuseuse assets
assets 314.29 302.52
Intangible assetsassets under development 9.44 .
-
(f)
(€1 Intangible
(g)
(g) Other Intangible assets
Intangible assets 2.53 3.04
(h)
(11) Other non-financial assets
non-financial assets • 283.26 310.04
310,04
Total non-financial
non-financialassets assets 2,205.30
2,205.30 1,825.75
1,825.75
Total Assets
Assets 155,209.06
155,209.06 142,106.09
142,106.09
LIABILITIES AND
LIABILITIES AN D EQUITY
EQUITY
LIABILITIES
LIABILITIES
(1)
(I) Financial Liabilities
Liabilities
(a)
(a) Payables .,
(I) Trade Payables
(I) Trade Payables
(i) total
total outstanding dues dues ofof micro enterprises and small enterprises
micro enterprises 0.02 0.02
(ii)
(ii) total outstanding dues dues of creditors other than micro
micro enterprises
enterprises and small enterprises 179.49 166.01
166.1)1
(11) Other Payables
(i ) total
(i) total outstanding dues dues ofof micro enterprises
enterprises and small enterprises 0.75 1.46
(ii) totaloutstanding
(ii) total outstandingdues dues ofof creditors
creditors oilier
otherthan
thanmicro
microenterprises
enterprises and
and small
small enterprises
enterprises 0.89 1.21
(b) Debt Securities 45,767.25 41,256.55
(c)
(e) Borrowings
Borrowings (Other (Other than
than Debt Securities) 50,422.26 46,676.93
(d)
(d) Deposits 24,818.78 21,948.98
(e) Subordinated
SubordinatedLiabilities
Liabilities 4,577.73 4,614.25
(1)
(I) Lease
Leaseliabilities
liabilities 364.59 349.43
(g) Other
Other financial
financial liabilities
liabilities 768.89 859.64
Total financial liabilities
liabilities 126,900.65
126,900.65 115,874.48
115,874.48
(2) Non-Financial Liabilities
Liabilities •
(a) Current
Current tax tax liabilities
liabilities (Net) 216.64 36.82
36./12
(b) Provisions 159.79 138.18
(c)
(c) Other
Other non-financial
non-financial liabilities
liabilities 75.54 124.42
Total
Total non-financial liabilities
liabilities 451.97
451.97 299.42
299.42
Total liabilities
liabilities 127,352.62
127,352.62 116,173.90
116,173.90
(3) EQUITY
EQUITY
(a) Equity Share
Share Capital
Capital .
. 270.52 270.52
(b)
(b) Other
Other Equity
Equity 27,585.92 25,661.67
Total equity 27,856.44
27,856.44 25,932.19
25,932.19
Total
Total Liabilities
Liabilities and and Equity
Equity 155,209.06
155,209.06 142,106.09
142,106.09
--'..--)New
New No:4,
No:4, ljp
lr irj
- 0 Dl .•23,
23, ),
0 oad, (‘ I'S
1 * * CHARTERED
el C )ennai co
600 018.,-...
.. U ACCOUNTANTS r-
) r--
600 016.
•••D Accc)\°'?.
22 CashFlow
Cash FlowStatement tOr the
Statement for the six
six months
months period
period ended September 30, 2022
September30, 2022
(Rs. in crores)
(Rs in crores)
Particulars
Particulars Half-Year
IlaIf-YearEnded
Ended
30.09.2022
30.09.2022 30.09.2021
30.09.2021
(Unaudited)
(Unaudited) (Unaudited)
(Unaudited)
A. Cash
Cashflow
flowfrom
fromOperating
Operating activities
Profit before tax 2,747.58 1,275.34
Depreciation, amortisation and impairment 69.83 66.11
Interest income on loans (9,728.47) (8,749.41)
costs
Finance costs 5,048.50 . 4,933.34
4,93134
I.oss/(profit) on sale of property plant and equipments (net)
Loss/(profit) 0.49 0.33
Impairment on loans 1,487.32 2,125.32
Impairment on investments (7.59) (3.48)
Impairment on
Impairment on undrawn
indrawn loan commitment (2,76)
(2.76) (6.88)
Impairment on other assets
Impairment 0.54 0.84
(gain )!losson
Net (gain)/loss onfair
fairvalue
value changes
changes on
on investment
investment (150.55) (112.03)
Net (gain)/loss on fair value changes on direct assignment 16.03 6.37
Net
Net gain on derecogniti
derecognitionon of financial instruments
instruments under
underamortised
amortisedcost
costcategory
catemy • 83.96 101.26
Cash inflow from interest on loans 9,451.29 8,789.81
Cash outflow towards finance costs (3,544.94) (4,356.19)
Operating
Operatingprofit
profitbefore working
before workingcapital changes
capital changes 5,471.23
5,471.23 4,070.73
4,070.73
Movements
MovementsininWorking
Working capital:
capital:
Decrease/(increase) in
Decrease/(increase) in loans
loans (8,673.59) (5,324.83)
investments
Decrease/(increase) in investments (1,141.80) (2,329.90)
Decrease/(increase) in receivables (114.48) (178.47)
Decrease/(increase)
Decrease/(increase) in bank deposits (514.36) 54.77
54,77
Decrease/(increase) in other financial assets (1.37) (3.25)
Decrease/(increase) in other non-financial assets 26.08 (13.78)
Increase/(decrease) in payables 13.48 7.78
Increase/(decrease) in other financial liabilities (90.41) (174.13)
increase/(decrease) in non-financial liabilities
Increase/(decrease) (48.88)
(48,88) (52.87)
Increase/(decrease) in other provision 14.94 3.88
Cash
Cashused
usedinin
operations
operations (5,059.16)
(5,059.16) (3,940.07)
(3,940.07)
Direct
Direct taxes paid (net of refunds) (876.62) (603.98)
Net
Netcash
cashflows
flows from/(used
from/(used in) in)
operating activities
operating (A) (A)
activities (5,935.78)
(5,935.78) (4,544.05)
(4,544.05)
B.
B. Cash
Cashflow
flowfrom
from Investing
Investingactivities
activities
Purchase
Piirehaseofofproperty,
property,plant andand
plant equipment and intangible
equipment assets assets
and intangible (41.90)
(41.90) (13.68)
(1168)
Proceeds
Proceedsfrom
from sale of property,
sale plantplant
of property, and equipment and intangible
and equipment assets assets
and intangible 0.97
0.97 0.48
0.48
Net
Netcash
cashgenerated
generated from/(used
from/(usedin) investing activities
in) investing (B) (11)
activities (40.93)
(40.93) • (13.20)
(13.20)
C. Cash
Cashflow
flowfrom
from Financing
Financing activities
activities
Proceeds
Proceedsfrom
from issue of share
issue capital
of share (including
capital share premium
(including and net of
share premium andshare
netissue expenses)
of share issue expenses) -- 2,228.57
2,228.57
Proceeds
Proceedsfrom issue
from issueof warrants
of warrants - 62.50
62.50
Proceeds/(repayment)
Proceeds!(repayment) on settlement
on settlementof derivative contracts
of derivative contracts (754.21)
(754.21) 35.42
35.42
Increase
Increase/ (decrease)
/(decrease) in Fixed deposits
in Fixed (net) (net)
deposits 2,600.81
2,600.81 3,786.83
3,786.83
Amount
Amountreceived
received from
fromdebt securities
debt securities 5,434.30
5,434.30 7,324.80
7,324.80
Repayment
Repaymentofof debt
debtsecurities
securities . (1,915.39)
(1,915.39) (10,349.98)
(10,349.98)
Proceeds/(repayment)
Proceeds/(repayment) of subordinated
of subordinated debtsdebts (115.14)
(115.14) (0.17)
(0.17)
Amount
Amountreceived
received fromfromborrowings
borrowings otherother
than than
debt securities
debt securities 24,859.26
24,859.26 20,551.46
20,551.46
Repayment
Repaymentofof borrowings
borrowings other thanthan
other debt debt
securities
securities (21,396.75)
(21,396.75) (19,508.03)
(19,508.03)
Payment
Paymentofoflease
leaseliabilities
liabilities (59.70)
(59.70) (55.36)
(55.36)
Dividend
Dividendpaidpaid (0.34)
(0.34) (312.35)
(312.351
Net
Netcash
eachgenerated
generated from/(used
front/(used in) financing activities
in) financing (C) (C)
activities 8,652.83
8,652.83 3,763.69
3,763.69
Net
Netincrease/
increase/(decrease)
(decrease) in cash and and
in casts cash cash
equivalents (A+B+C)
equivalents (A+B-fC) ., 2,676.12
2,67E12 (793.56)
(793.56)
Cash
Cashandandcash equivalents
cash equivalents at the
at beginning of theof
the beginning period
the period 10,662.44 11,050.93
11,050.93
Cash
Cashandandcash
cashequivalents
equivalents at the
at end
the of
endtheofperiod
the period 13,338.56
13,338.56 10,257.37
10,257.37
Components of of
Coin )onents cash andand
cash cashcash
equivalents
equivalents (Rs.
(Rs.inincrores)
crores)
Cash
Cashand
andcash
cashequivalents at the
equivalents at end
the of
endtheofperiod
the period 1-lalf-Year
flalf-Year Ended
Ended
30.09.2022
30.119.2022 30.09.2021
30.09.2021
(Unaudited)
(Unaudited) (Unaudited)
(Unaudited)
i)
i) Cash
Cashon onhand
hand 79.08
79.08 70.22
70.22•
ii)
ii) Cheques
Chequesononhand
hand 4.85
4.85 4.08
4.08
iii)
iii) Balances
Balanceswith
withbanks (of (of
banks the nature of cash
the nature of and
cashcash
aridequivalents)
cash equivalents) 4,168.70
4,168.70 2,896.32
2,896.32
iv)
iv) Call
Call Money
Money (CBLO)
(CBLO) 3,498.28
3,498.28 3,499.70
3,499.70
v)
v) Bank
Bankdeposit with
deposit original
with maturity
original uptoupto
maturity threethree
months or lessor less
months 5,587.65
5,5/17.65 3,787.05
3,787.05
Total
Total 13,338.56
13,338.56 10,257.37
10,257.37
w No:4,
3,
Road,
Chennai
600 018.
3 The above resultshave
above results havebeen
beenreviewers
reviewedbyby the
the Audit
Audit Committee
Committee andand subsequently
subsequently approved
approved by theby the of
Board Board of Directors
Directors at their respective
at their respective meetings
meetings held on held on
October 20, 2022.
October 20, 2022.
Disclosure asper
Disclosure as perthe
theformat
formatprescribed
prescribed
as as
perper
thethe notification
notification no. RBI/2020-21/16
no. RBI/2020-21/16 DOR.NO.BP.BC/3/2
DOR.NO I .04.048/2020-21
BP.BC/3/21.04.048/2020-21 dateddated August
August 6, and
6, 2020 2020RBI/2021-
and R BI/202 I -
22/31/DOR.STR.REC.11 121.04.048/2021-22
/21.04.048/2021-22 dated May 05,
dated May 05, 2021
2021 ::
(Rs. in
in crores)
crores)
Type of borrower (A) (B) (C) (D)
(1)) (E)
(E)
Exposure
EXIIOSIire to Of (A), Of (A) Of (A)
01(A) Exposure to
accounts aggregate amount amount paid accounts
classified as debt that written off by the classified as
Standard slipped into during the borrowers Standard
consequent to NPA during half-year during the consequent to
implemental the half-year
implementati Imlf-year half- year implementation
on of of
of resolution
resolution plan — Position
plan — end of
as at the end
Position as at this half-year
the end of the
previous half-
year (A)
8 Disclosure pertainingto
Disclosure pertaining toRBI
RBIMaster
MasterDirection
Direction- -RBI/DOR/2021-22/86 DOR.STR.REC.51/21.04.048/2021-22 Reserve
RB1/DOR/2021-22/86DOR.STR.REC.51/21.04.048/2021-22 ReserveBank
Bankof
ofIndia
India(Transfer
(Transfer of
of Loan
Loan
Exposures) Directions,
Directions, 2021 dated September 24,
24, 2021
2021
Count ofloans
Count of loansaccounts
accounts assigned
assigned 19,047
Amount of
Amount ofloan
loanaccounts
accounts assigned
assigned(Rs. in crores)
(Rs. in crores) 720.13
Weighted averagematurity
Weighted average maturity(in(in months)
months) 40.00
Weighted averageholding
Weighted average holdingperiod
period
(in(in months)
months) 10.13
Retention of
of beneficial economic interest (%) (%) 10.00%
Coverage
Coverage ofof tangible
tangible security
security 100.00%
Rating wise
wise distribution
distribution of rated loans Not Rated
h The Company
The Company has
has not
not acquired
acquired any
any loans
loans (not
(not in
in default)
default) through
through assignment during
during the
the half-year
half-year ended
ended September
September30,
30, 2022.
2022.
c The Company
Company has
has neither
neither acquired nor transferredany stressed loans during
nor transferred during the
the half-year
half-year ended
ended September
September30,
30, 2022,
2022.
&
Ne v No:4, Tp
3, )7,-
d
Chennaj
600 018.
9 The Code
Code onon Social
SocialSecurity,
Security, 2020
2020 (the
(the Code)
Code) hashas been
been enacted,
enacted, which
which would
would impact
impact contribution
contribution by the by the Company
Company towardstowards
ProvidentProvident
Fund andFund andThe
Gratuity. Gratuity. The
effective datefrom
effective date fromwhich
which changes
changes areare applicable
applicable is to
is yet yet
betonotified
be notified and
and the the thereunder
rules rules thereunder
are yet are yet
to be to be announced.
announced. The
The actual actual
impact onimpact
accounton
of account
this of this
change willbe
change will beevaluated
evaluatedand
and accounted
accounted for for when
when notification
notification becomes
becomes effective.
effective.
10 Information asrequired
Information as requiredbyby Regulation
Regulation 52(4)
52(4) of the
of the Securities
Securities and Exchange
and Exchange BoardBoard of (Listing
of India India (Listing Obligations
Obligations and Disclosure
and Disclosure Requirements)
Requirements) Regulations,
Regulations,
2015 is attached
attachedininAnnexure
Annexure1.1.
12 As on
on September
September30, 30,2022
2022the
thesecurity
security cover
cover available
available in respect
in respect of secured
of secured non-convertible
non-convertible debt securities
debt securities is 1.04The
is 1.04 times, times. The cover
security security cover certificate
certificate as per as per
Regulation 54(3)ofofthe
Regulation 54(3) theSecurities
Securities and
and Exchange
Exchange Board
Board of India
of India (Listing
(Listing Obligations
Obligations and Disclosure
and Disclosure Requirements)
Requirements) Regulations,
Regulations, 2015 is as
2015 is attached attached
Annexureas Annexure
2.
13 The Reserve
Reserve Bank
Bankof
ofIndia,
India,under
under Scale
Scale Based
Based Regulations
Regulations (SBR)
(SBR) hashas categorised
categorised the Company
the Company in Upper
in Upper Layer Layer (NBFC-UL)
(NBFC-UL) vide itsvide dated September
its circular
circular dated September
30, 2022. The Company
Company isisininthe
theprocess
processof of framing
framing. Board
Board approved
approved policy/
policy! implementing
implementing plan
plan for for adhering
adhering to Scaleto ScaleRegulatory
Based frameworkframework
Based Regulatory as per the as per the
prescribed timelines.
prescribed timelines.
•
'.
SHRIRAM TRANSPORT
SIIRIRANI TRANSPORTFINANCE
FINANCECOMPANY
COMPANYLIMITED
LIMITED
CIN: 1,65191TN1979PLC007874
1.65191TN1979PLC007874
Regd. Office:
Office:Sri
SriTowers,
Towers,14A,
14A,South Phase,
South Industrial
Phase, Estate,
Industrial Guindy,
Estate, Chennai
Guindy, - 600-032,
Chennai 600 Tamil Nadu.Nadu.
032, Tamil
Tel. No:
No: +91
+91 44
44 4852
4852 4666,
4666, Fax:
Fax:-F9I
+91 44
44 4852
4852 5666.
5666. Websile-www.stfc.in
Website-www.stfc.in email-secretarial@stfc. in
, email-secretarial@stfc.in
Information
Information as
as requires! by Regulation
required by Regulation 52(4)
52(4)of
attic
theSecurities
Securitiesand
andExchange
ExchangeBoa rd of India (Listing Obligations
Board Obligations and
and Disclosure Requirements)Regulations,
Disclosure Requirements) Regulations,
2015
Annexure 1
(Rs. in
in crores)
crores)
Sr. Particulars Standalone
No. Quarter Ended Half-Year Ended Year Ended
30.09.2022 30.06.2022 30.09.2021 30.09.2022 30.09.2021 31.03.2022
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
5 Outstanding RedeemablePreference
Outstanding Redeemable Preference Shares
Shares (value)
(value) (Rs.
(Rs. in in Nil
Nil Nil
Nil Nil
Nil Nil
Nil Nil
Nil Nil
Nil
crores)
crores)
6 Capital Redemptionreserve
Capital Redemption reserve (Rs.
(Rs. in in crore)
crore) 53.88 53.88 53.88 53.88 53.88 53.88
7 Debenture redemption
Debenture redemptionreserve (Rs.
reserve in erase)
(Rs. in crore) 307.28 307.28 921.41 307.28
307,28 921.41 307.28
10 Earnings perequity
Earnings per equityshare
share (Not
(Not annualised
annualised for for
the the interim
interim
periods)
periods)
Basic (Rs.)
Basic (Rs.) 39.44 35.68
35.6/3 28.71 75.12 35.87 101.74
Diluted (Rs.)
Diluted (Re.) 39.44 35.68
35,6R 28.71 75.12 35.87 101.74
11 Current Ratio
Current Ratio NA NA NA
NA NA NA
NA • NA
12 Long Tenn
Long TermDebt
DebttotoWorking
WorkingCapital
Capital NA NA NA
NA NA NA NA
13 Bad Debts
Debtsto
toAccounts
Accounts Receivable
Receivable Ratio
Ratio NA NA NA NA NA NA
NA
14 Current LiabilityRatio
Current Liability Ratio NA NA NA
NA NA NA NA
NA
0.81 0.81 0.81 0.81 0.81 0.81
15 Total
Total Debts' toTotal
Debts4 to TotalAssets
Assets
16 Debtors Turnover
Debtors Turnover NA NA
NA NA NA NA NA
17 Inventory Turnover
Inventory Turnover NA NA NA NA ' NA
NA NA
19 Net Profit
ProfitMargin
Margin(%)
(%)5 19.94%
I9.94% 18.75% 16.40% 19.35% 10.06% 14.05%
20 Sector Specificequivalent
Sector Specific equivalent ratios
ratios
Capital adequacyRatio
Capital adequacy Ratio(%)
(%)6 22.48% 22.54% 23.21% 22.48% 23.21% 22.97%
N PA Provision
NPA Provision Coverage
Coverageratio (%)
ratio 9
(%) 51.57% 51.62% 48.57% 51.57% 48.57% 49.97%
Liquidity coverage
Liquidity coverageratio
ratio(%)'u
(%)
I° 188.11% 191.99% 161.69% 188.11% 161.69% 148.70%
Note
Note
1
I Debt-equity ratio= =(Debt
Debt-equity ratio (Debt securities
securities + Borrowings
+ Borrowings (other
(other than than debt securities)
debt securities) + Deposit
+ Deposit + Subordinated
+ Subordinated liabilities)/(Equity
liabilities)((Equity Share
Share capital capital + Other
-F Other
equity)
equity)
2 The Company
Companyisisregistered
registered under
under thethe Reserve
Reserve Bank
Bank of India
of India Act,Act,
19341934 as Non-Banking
as Non-Banking Financial
Financial Company,
Company, henceratios
hence these theseare
ratios are generally
generally not not
applicable asper
applicable as perproviso
provisoto to Regulation
Regulation 52(4)
52(4) of the
of the Securities
Securities and Exchange
and Exchange BoardBoard of(Listing
of India India (Listing Obligations
Obligations and Disclosure
and Disclosure Requirements)
Requirements)
Regulations, 2015.
Regulations, 2015.
3 Networth iscalculated
Nehvorth is calculatedasas defined
defined in section
in section 2(57)
2(57) of Companies
of Companies Act 2013.
Act 2013.
4 Total debtsto
Total debts tototal
totalassets
assets = (Debt
= (Debt securities
securities + Borrowings
+ Borrowings (other
(other than securities)
than debt debt securities) + Deposit
+ Deposit + Subordinated
+ Subordinated liabilities)/
liabilities)/ Total assets.
Total assets.
5 profit margin
Net profit margin= =Net
Netprofit
profitalter tax/tax/
after Total Income.
Total Income. •
6 Capital ratio==Total
Capital ratio TotalCapital
Capital funds/
thuds/ Risk
Risk weighted
weighted assets,
assets, calculated
calculated asapplicable
as per per applicable RBI guidelines.
RBI guidelines.
7 Gross NPA ratio
Gross NPA ratio(%)
(%)==Gross
Grossstage
stage 3 loans/Gross
3 loans/Gross Loans.
Loans.
8 Net NPA ratio
ratio (%)=
(%) =Net
Netstage
stage3 3loans/(Gross loans
loans/(Gross - ECL
loans on on
- ECL stage 3 loans)
stage where
3 loans) Net stage
where 3 loans
Net stage = Gross
3 loans stage stage
= Gross 3 loans3 -loans
ECL on stage
- ECL on3stage
loans.3 loans.
9 NPA Provision
Provisioncoverage
coverage ratio
ratio (%) =
CYO= ECL
ECL onon stage
stage 3 loans/
3 loans! Gross
Gross stage
stage 3 loans.
3 loans.
Liquidity Coverage
10 Liquidity CoverageRatio
Ratio(LCR) is is
(LCR) calculated as per
calculated circular
as per no. RB1/2019-20/88DDRNBEC.(PD)
circular CC. No.
no. RBI/2019-20/88DDR.NBFC.(PD) CC.102/03.10.001/2019-20 dateddated
No. 102/03.10.001/2019-20
November 04,2019
November 04, 2019issued
issuedby
bythe
the Reserve
Reserve Bank
Bank of of India.
India. As As
per per
the the
saidsaid circular,
circular, LCR LCR is applicable
is applicable from December
front December ,
1, 2020.1, 2020.
II
11 NPA = Non-perform.
Non-performiI ssets.
ssets.
\''• /4.
New No:4, 1
ci) s.
01 No : 23, 7.
co
Ir.C:ROTEC
RED 1(1
).")
o Chennai co
600 0113.
K. ACCOUNTANTS
-
911%̀OAcce
a 1)-0
Sundaram & Srinivasan KKC&
KKC &Associates LW
Associates LLP
Chartered Accountants Chartered Accountants
23 C P Ramaswamy Road Level-19, Sunshine Tower,
Alwarp et,
Alwarpet, Senapati Bapat Marg,
600010
Chennai 600018 Elphinstone Road,
Mumbai, Maharashtra 400013
To
The Board of Directors of
Shriram Transport Finance Company Limited
Introduction
1. We have reviewed the accompanying statement of unaudited standalone financial results of
Shriram Transport Finance Company Limited ('the ['the Company') for the quarter ended 30
September 2022 and year to date results for the period from 1 April 2022 to 30 September
2022 ('the Statement'), being submitted by the Company pursuant to the requirements of
Regulation 33 and Regulation 52(4) read with Regulation 63 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended ('Listing
Regulations').
2. This Statement, which is the responsibility of the Company's Management and approved by
the Board of Directors of the Company, has been prepared in accordance with the
recognition and measurement principles laid down in the Indian Accounting Standard (Ind
AS') 34 'Interim Financial Reporting' specified in section 133 of the Companies Act, 2013,
the circulars, guidelines and directions issued by Reserve Bank of India ('RBI')
((RBI') from time to
time ('RBI
['RBI guidelines') and other accounting principles generally accepted in India and in
compliance with Regulation 33 and Regulation 52(4) read with Regulation 63 of the Listing
Regulations. Our responsibility is to express a conclusion on the Statement based on our
review.
Scope of Review
3. We conducted our review in accordance with the Standard on Review Engagements ('SRE')
2410, 'Review of Interim Financial Information Performed by the Independent Auditor of
India, This standard requires
the Entity' issued by the Institute of Chartered Accountants of India.
that we plan and perform the review to obtain moderate assurance as to whether the
Statement is free of material misstatement. A review is limited primarily to inquiries of
company personnel and analytical procedures applied to financial data and thus provides
less assurance than an audit. We have not performed an audit and accordingly, we do not
express an audit opinion.
Sundaram &
Sundaram & Srinivasan KKC & Associates LLP
Chartered Accountants Chartered Accountants
23 C P Ramaswamy Road Level-19, Sunshine Tower,
Alwarpet, Senapati Bapat Marg,
Senapatil3apat
Chennai 600018 Elphinstone Road,
Mumbai, Maharashtra 400013
Conclusion
4. Based on our review conducted as above, nothing has come to our attention that causes us
to believe that the accompanying Statement prepared in accordance with the applicable Ind
AS and other recognized accounting practices and policies has not disclosed the
information required to be disclosed in terms of Regulation 33 and Regulation 52(4) read
with Regulation 63 of the Listing Regulations, including the manner in which it is to be
disclosed, or that it contains any material misstatement or that it has not been prepared in
accordance with the relevant prudential norms issued by Reserve Bank of India in respect
of income recognition, asset classification, provisioning and other related matters.
.,VNetv NewNo:
No:4,
41: .1 cp
al No:23, 7,-
01 No:23,
co
d, z °6 CHATTERED
* C iennai * ACCOUNTANTS
Mena hi Sundaram 4:1 vi mai co autam
600 018. ..1/.4.
rw
Partner ):6'. 4.%"' Partner
217914 ''%ACCS-0
ICAI Membership Number: 217914
1CAI ICAI Membership Number: 117348
UDIN: 22217914BAJDHF6251 UDIN: 22117348BAJFVY9292
Place: Mumbai Place: Mumbai
Date: 20 October 2022 Date: 20 October 2022
SHRIRAM
SHRIRAMTRANSPORT
TRANSPORTFINANCE
FINANCECOMPANY
COMPANY LIMITED
LIMITED
CIN: L65191TN1979PLC007874
L65191TN1979PLC007874
Regd. Office: Sri Towers,
Towers, 14A,
14A,South
SouthPhase,
Phase,Industrial
IndustrialEstate,
Estate,Mindy,
Guindy, Chennai
Chennai - 600
- 600 032,
032, Tamil
Tamil Nadu.
Nadu.
Tel. +91 44 4852
Tel. No: -F91 48524666,
4666,Fax
Fax:
+91+91
44 44 4852
4852 5666.
5666. , email-secretarial@stfc.in
email-secretarial@stfc.in
Website-www.stfc.in
Website-www.stfc.in
STATEMENT
STATEMENT OF
OF UNAUDITED
UNAUDITEDCONSOLIDATED
CONSOLIDATEDFINANCIAL
FINANCIALRESULTS
RESULTSFOR
FORTILE
TUEQUARTER
QUARTERAND
ANDHALF-YEAR
HALF-YEARENDED
ENDEDSEPTEMBER
SEPTEMBER30,30,
2022
2022
(Rs. in crores)
(Rs. its crores)
Sr. Particulars Quarter Ended Half-Year Ended Year Ended
Ended
No. 30.09.2022
30.09.2022 30.06.2022
30.06.2022 30.09.2021
30.09.2021 30.09.2022
30.09.2022 30.09.2021
30.09.2021 31.03.2022
31.03.2022
(unaudited) (Unaudited) (Unaudited)
(Unaudited) (Unaudited) (Unaudited) (Audited)
Revenue fromoperations
Revenue from operations
(i)
(i) income
Interest income 5,112.03 5,019.69
5,019,69 4,578.42 10,131.72 9,057.42 18,646.26
(ii) Dividend income 5.35 - - 5.35 - . -
(iii)
(iii) Rental income 0.04 0.04 0.04 0.08 0.08 0.17
(iv) Fees and
(iv) and commission
commission income
income 36.12
36.12 24.25 26.08 60.37 45.47 100.08
(v) Net gain on fair
(v) fair value
value changes
changes 81.44 53.08 71.87 134.52 105.66
105.66 221.70
(vi) Net gain on derecognition of financial
(vi) financial instruments
instruments under 55.21 28.75 - 83.96 101.26
101.26 217.74
amortised cost category
(vii)
(vii) Others 57.38 19.00
19.00 21.45 76.38 35.81 69.22
(I) Total Revenue
(I) Revenuefromfromoperations
operations 5,347.57
5,347,57 5,144.81
5,144.81 4,697.86
4,697.86 10,492.38
10,492.38 9,345.70
9,345.70 19,255,17
19,255.17
(11) Other income
(II) income 3.71 4.45
4.45 4.95
4.95 8.16
8.16 8.61
6.61 19.06
19.06
(III)
(III) Total
Total Income (1+11)
(1+11) 5,351.28
5,351.28 5,149.26
5,149.26 4,702.81
4,702.81 10,500.54
10,500.54 9,354.31
9,354.31 19,274.23
19,274.23
Expenses
Expenses
(i)
(i) Financecosts
Finance costs 2,590.57
2,590.57 2,457.93 2,435.24 5,048.50 4,933.34 9,734.31
Fees and commission expenses 30.25 18.39
18.39 44.29 48.64 62.70 91.74
, (ii)
(ii)
(iii)
(iii) Impairment on [Mancini
financial instruments
instruments (Refer
(Refer note
note 6)
6) 672.35 805.16 676.20 1,477.51 2,115.80 3,860.86
(iv)
(iv) Employee benefits expenses
Employee benefits expenses 267.32 278.31 237.37
237,37 545.63 479.34 997.09
(v)
(v) Depreciation, amortization and impairment 34.89 34.94 33.36 69.83 66.11 135.37
(vi)
(vi) Other
Other expenses 315.20 247.65 235.70 562.85 421.68 905.61
(IV)
(IV) Total Expenses
Total Expenses 3,910.58
3,910,58 3,842.38
3,842,38 3,662.16
3,662.16 7,752.96
7,752.96 8,078.97
8,078.97 15,724.98
15,724.98
(V)
(V) Profit
Profit before
before exceptional itemsand
exceptional items andtax
tax(HI
(HI -- IV)
IV) 1,440.70
1,440.70 1,306.88
1,306.88 1,040.65
1,040.65 2,747.58
2,74738 1,275.34
1,275,34 3,549.25
3,549.25
(V1)
(VI) Exceptional items
Exceptional items - - - - - -
(VII)
(VII) Profit
Profit before
beforetax
tax(V
(V+VI
+VI )) 1,440.70
1,440.70 1,306.88
1,306.88 1,040.65
1,040.65 2,747.58
2,747.58 1,275.34
1,275.34 3,549.25
3,549.25
(VIII)
(VIII) Tax expense:
Tax expense:
(1) Current
Current tax
tax 518.06 532.63 315.66
3(5.66 1,050.69
1.0511.69 620.24 1,112.57
1,112.57
(2) Deferred tax (144.23) (191.02)
(191.02) (46.25) (335.25) (286.08)
(286,08) (188.93)
(188,93)
(3)
(3) Tax
Tax adjustment for earlier years - - - - - (82.32)
(IX)
(IX) Profit
Profitfor
farthe
theperiod
period (VII -VIII)
(VII -VIII) 1,066.87
1,066.87 965.27
965.27 771.24
771.24 2,032.14
2,032.14 941.18
941.18 2,707.93
2,707.93
(X)
(X) Share
Share ofof Profiti(loss)
Profit/(loss)ofofassociate
associate 2.65
2.65 1.25
1.25 2.86
2.86 3.90
3.90 2.67
2.67 13.17
13.17
(XI)
(XI) Minority
Minority interest
interest -- -- - - - -
(XII)
(XII) Net Profit after taxes,
taxes, minority
minority interest
interest and
and share
shareof
ofprofit/
profit/ 1,069.52
1,06932 966.52
966.52 774.10
774.10 2,036.04
2,036.04 943.85
943.85 2,721.10
2,721.10
(loss)
(loss) of associate (IX+X+XI)
associate (1X+X+Xl)
(XIII)
(XIII) Other comprehensive
comprehensiveincome income
(A) (i)
(1) Items that
that will
will not
not be
be reclassified
reclassifiedto
toprofit
profitor
orloss
loss
Remeasurement gain/(loss)onondefined
Remeasurement gain/(loss) defined benefit
benefit plan
plan (0.40)
(0.40) (9.03)
(9.03) 0.37
0.37 (9.43)
(9.43) (3.24)
(3.24) (3.24)
(3.24)
(ii)
(0) Income tax tax relatiog
relating to
to items
itemsthat
thatwill
willnot
notbe
bereclassified
reclassifiedtoto 0.10
0.10 2.27
2.27 (0.09)
(0.09) 2.37
2.37 0.82
0.82 0.82
0.82
profit
profit or
or loss
(iii) Share
(iii) Share inin Other
Othercomprehensive
comprehensiveincomeincome ofof Associate
Associate (net
(net of tax)
of tax) 0.01 (0.13)
(0.13) - (0.12)
(0.12) ' (0.08)
(0,08) (0.02)
(0.02)
Subtotal
Subtotal (A) (0.29)
(0.29) (6.89)
(6.89) 0.28
0,28 (7.18)
(7.18) (2.50)
(2.50) (2.44)
(2.44)
(B) (i) Items
Reins that will be
be reclassified
reclassifiedto toprofit
profitororloss
loss
Cash flow hedge
Cash flow hedgereserve
reserve (33.85)
(33.85) (100.89)
(100.89) (12.20)
(12.20) (134.74)
(134.74) (24.58)
(24.58) (160.87)
(160.87)
(ii)
(ii) Income tax
tax relating
relating to
to items
itemsthat
thatwill
will be
bereclassified
reclassifiedtotoprofit
profitor
or 8.52
8.52 25.39
25.39 3.07
107 33.91
33.91 6.19
6.19 40.49
40.49
loss
loss
Subtotal
Subtotal (B) (25.33)
(25.33) (75.50)
(75.50) (9.13)
(9.13) (100.83)
(100.83) (18.39)
(18.39) (120.38)
(120.38)
Other comprehensive income
Other comprehensive income(A+B)
(A+B) (25.62)
(25.62) (82.39)
(82.39) (8.85)
(8.85) (108.01)
(108.01) (20.89)
(20.89) (122.82)
(.122.82)
(XIV)
(XIV) Total
Total comprehensive
comprehensive income income forforthe
theperiod
period(XH+XIII)
(XII+XIII) 1,043.90
1,043.90 884.13
884.13 765.25
765.25 1,928.03
1,928.03 922.96
922.96 2,598.28
2,598.28
(XV)
(XV) Paid-up equity share
Paid-up equity sharecapital
capital(face
(facevalue
valueRs.Rs. 10/-
10/- perper share)
share) 270.52
270.52 270.52
270.52 268.78
268.78 270.52
270.52 268.78
268.78 270.52
270.52
(XVI) Other equity
(XVI) equity 25,823.74
25,823.74
(XVII)
(XVII) Earnings per equity
equity share
share (Not
(Notannualised
annualisedfor
forthe
theinterim
interim
periods) •
Basic
Basic (Rs.)
(Rs.) 39.54 35.73
35,73 28.81
28.81 75.26
75,26 35.98 102.23
Diluted (Rs.) 39.54
39.54 35.73 28.81 75.26 35.98 102.23
Notes:
1
1 STATEMENT OF ASSETS AND LIABILITIES
(Rs. in crores)
(Ri.
Sr. No. Particulars As at As nt
at
30.09.2022 31.03.2022
(Unaudited) (Audited)
ASSETS
(1)
(I) Financial Assets
(a) Cash and cash equivalents 13,338.56_
13,338.56 10,662.44
(5)
(b) Bank balance other than (a) above
Bank 6,207.08 5,692.72
(c) Derivative financial instruments 955,61
955.61 201.40
(d) Receivables
(t) Trade Receivables
(I) 5.84 5.35
(U) Other Receivables
(II) 206.69 192.67
(e) Loans 124,128,60
124,128.60 116,665.15
(f) investments
Investments . 8,274.95 6,971.23
(g) Other Financial assets 52.28 51.45
Total financial assets 153,169.61 140,442.41
(2)
(2) Non-financial Assets
(a) Current tax assets (Net) 233.98 228.24
(b) Deferred tax assets (Net) 1,240.91 869.38
(c) Investment Property I. 95 _
. 1.95 (.97
1.97
(d) Property, Plant and Equipment 118.94 110.56
(e) Right of use assets 314.29 302.52
(1)
(f) Intangible assets under development 9.44 --
(g) Other Intangible assets 2.53 3.04
r
(h)
(II) Other non-financial assets 283.26 310.04
Total non-financial assets 2,205.30 1,825.75
Total
Total Assets 155,374.91 142,268.16
LIABILITIES AND EQUITY •
LIABILITIES
(1) Financial Liabilities
(a) Payables
(I) Trade Payables
(i) total outstanding
(i) total outstanding dues of micro enterprises and small enterprises 0.02 0.02
(ii) total outstanding dues of creditors other than micro enterprises and small enterprises 179.49 166.01
(II)
(11)Other
Other Payables
Payables .
(i) total outstanding dues of micro enterprises and small enterprises
(i) 0,75
0.75 1.46
(ii) total outstanding dues of creditors other than micro enterprises and small enterprises
(ii) 0.89 I.21
1.21
(b)
(b) Debt Securities 45,767.25 41,256.55
(c) Borrowings (Other
(Other Than Debt Securities)
than Debt Securities) 50,422.26 46,676.93
(d) Deposits 24,818.78 21,948.98
(e)
(c) Subordinated Liabilities 4,577.73 4,614.25
(f) Lease liabilities 364.59 349.43
(g) Other financial liabilities 768.89 859.64
Total financial
Total financial liabilities 126,90(1.65
126,900.65 115,874.48
(2) Non-Financial Liabilities
(a)
(a) Current tax liabilities (Net) 216.64 36.82
(b)
(bl Provisions 159.79 138.18
(c)
(c) Other non-financial liabilities
Other 75.54 124.42
Total non-financial liabilities
Total 451.97 299.42
Total liabilities
Total liabilities 127,352,62
127,352.62 116,173.90
(3) EQUITY
(a)
(a) Equity
Equity Share Capital 270.52 270,52
270.52
(b)
(b) Other Equity 27,751.77 25,823.74
Total equity 28,022.29 26,094.26
Total Liabilities and Equity 155,374.91 142,268.16
2 Consolidated Cash Flow Statement for the six months period ended September 30, 2022
(Rs. in crore
(Rs in crores
Particulars
('articalars Half-Year Ended
30.09.2022
30,09.2022 30.09.2021
(Unaudited) (Unaudited)
sOC/
ts.`
▪
°I
Oer CHARTERED (f)
CHARTERED (5)
ACCOUNTANTS L--
C.) ACCOUNTANTS
I
*/ `,.24.3)
1\
*..
3 The
The above
above results Committee and
results have been reviewed by the Audit Committee and subsequently
subsequently approved
approved by
by the
the Board
Board of
of Directors at their respective meetings held
held on
on October
October 20,
2022.
4 The above
The aboveresults
results include
include consolidated
consolidated financial results of Shriram Aotomall
Automat! India
India Limited,
Limited, an
an associate
associate of
of the Company.
S
5 The consolidated
The consolidated financial
financial results
results for
forthe
thequarter
quarterended
ended September
September 30,
30, 2022 have been
2022 have beenreviewed
reviewedby
bythe
theStatutory
Statutory Auditors.
Auditors.
6 The significant
The significant increase in economic activities post
post easing of lockdown
lockdown by
by the
the state governments due to COVED
COVID -19 had
had resulted
resulted in
in improvement
improvement inin business
business
operations of the Company. During the quarter, the Company has written offoff Loans
Loans outstanding
outstandingamounting
amountingto
toRs.
Rs.95.09
95.09 crores
crores by
by utilising the FCL
utilisingthe provision
ECL provision
created as management overlay
overlay on
on account
accountof
ofCOV
COVID
ID -19.
-19. The
The ECL
1/CLprovision
provision of
of Rs.
Rs. 1,741.30
1,741.30crores
croresis
is retained
retained by
by the company as at September 30, 2022
2022 towards
towards
management overlay on account
account of
of COVID-19.
COVID-19.
7
7 The Board
The Board of Directors of
of the
the Company
Company in
in its
its meeting
meeting held
heldon
onDecember
December 13,
13, 2021 had
had approved
approved a
a Composite
Composite Scheme
Scheme of
of Arrangement
Arrangement and Amalgamation
Amalgamation
("Scheme"), inter alia, involving
involving amalgamation
amalgamation of
of Shriram
Shriram Capital Limited
Limited (after
(after de-merger of a few undertakings from the said Shriram Capital Limited) and
Shriram City Union Finance Limited with
with the
the Company under Sections 230 to 232
232 and
and other
other applicable
applicable provisions
provisions of
of the
the Companies
Companies Act, 2011
2013. The
The Company has
objection to
obtained approvals/no objection to the
the Scheme
Scheme from various statutory
statutory authorities,
authorities,as
as applicable.
applicable. The
The Company
Company Petition
Petition filed
filed before
before the
the Hon'ble
Hon'ble National
National Company
Law
Law Tribunal,
Tribunal, Chennai
ChennaiBench
Benchforforsanction
sanctionof Scheme was
the Scheme
ofthe was listed
listed for
for final hearing
hearing on
on October
October 19,
19, 2022 which was
2022 which was heard
heard and theorder is awaited.
and the.order
8 The Company
The Company invoked
invoked resolution
resolution plans
plans to
to relieve
relieve COVID-19 pandemic related
COVID-19 pandemic related stress
stress to
to eligible
eligible borrowers. The resolution
resolution plans
plans were
were based on the parameters laid
resolution policy
down in the resolution policy approved
approved by
by the
the Board
Board of
of Directors
Directorsof
ofthe
theCompany
Company and
and in
in accordance
accordance with
with the
the guidelines
guidelinesissued
issuedby
bythe
theRBI
RBI on
on August
August6,
6, 2020
2020 and
May 5, 2021.
Disclosure as
Disclosure as per
per the
the format
formatprescribed
prescribedas
asper
perthe
thenotification
notificationno. RBI/2020-21/16
no. RBI/2020-21/16DOR.NO.BP.BC/3/21.04.048/2020-2
DOR.NO.BP.BC/3/21.04.048/2020-21I dated
dated August
August 6, 2020 and RB1/2021-
2020 and RBI/2021-
22/31/DOR.STR,REC.11 /21.04.048/2021-22
22/31/DOR.STR.REC.11 /21.04.048/2021-22 dated
dated May 05, 2021 :
(Rs. in
in crores)
Type of
Type of borrower
borrower (A)
(A) (B)
(B) (C) (B)
(1)) (E)
(E)
Exposure to Of (A), Of (A) Of (A) Exposure to
accounts aggregate amount amount paid accounts
classified as debt that written off by the classified as
Standard slipped into during the borrowers Standard
consequent to NPA
NPA during
during half-year during the consequent to
implementati the half-year half- year implementation
on of of resolution
resolution plan —
— Position
Position
plan—
plan — as at the end of
al
Position as at this half-year
the end of the
previous half-
year (A)
6
Personal Loans I/ 770.01 36.09 0.52 147.53 585.85
585.88
persons*
Corporate persons* - - -- - -
which, MSMEs
Of which, - - - -- -
Others - - - - ,. -
Total
'l'otal 770.01
770.01 36.09 0.52 147.53 585,88
585.88
*As defined
defined in
in Section
Section 3(7)
3(7) of
of the
the Insolvency and 13ankruptcy
Insolvency and Bankruptcy Code,
Code, 2016
4 pertains to automobile loans
#
9 Disclosure pertaining
Disclosure pertainingtotoRBI
RBIMaster
MasterDirections
Direction- -RBI/DOR/2021-22/86
RBI/DOR/2021-22/86DOR.STR.REC.51/21.04.04 8/2021-22 Reserve
DOR.STR.REC.51/21.04.048/2021-22 ReserveBank
Bank of
of India
India (Transfer
(Transfer of
of Loan
Loan Exposures)
Exposures)
Directions, 2021 dated September
Directions, September 24,
24,2021
2021
a of transfer
Details of transfer through assignment in respect of loans
loans not
not in
in default
default during
duringthe
thehalf-year
half-yearended
endedSeptember
September 30,
30, 2022:
2022:
b The Company
The Company has
has not
not acquired
acquired any loans (not in default) through
through assignment
assignmentduring
duringthe
thehalf-year
half-yearended
endedSeptember
September30,
30, 2022.
2022.
c The Company
The Company has neither
neither acquired
acquired nor
nortransferred
transferredany
any stressed
stressed Loans during the
loans during the half-year
half-year ended
ended September
September 30, 2022.
....
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P", , ,. !'c
rk'D ,AcCO,'
10 The Code on Social Security, 2020 (the Code) has been enacted, which would impact contribution by the Company towards Provident Fund and Gratuity. The
effective date from which changes are applicable is yet to he
be notified and the rules thereunder are yet to be announced. The actual impact on account of this change
will be evaluated and accounted for when notification becomes effective.
11 Information as required by Regulation 52(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2915
2015 is
attached in Annexure 1.
13 2922 the security cover available in respect of secured non-convertible debt securities is 1.04 times. The security cover certificate as per
As on September 30, 2022
Regulation 54(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure 2.
15 The Company operates in a single reporting segment i.e. financing. Its associate is primarily engaged in the business of facilitation service. Since, it does not meet
led AS 108 — "Operating segments" for reportable segments, it has not been considered for segment reporting,
the quantitative thresholds laid down under the Ind reporting.
16 The figures for the previous quarter / year have been regrouped/ rearranged wherever necessary to conform to the current period/ year presentation.
Um bRcinicar
Um minicar
Muinbai
Place: Mumbai cee Chairman & Managing Director
Date: October 20, 2022 131010141189
DIN(00141189
SHRIRAM
SHRIRAPilTRANSPORT
TRANSPORT FINANCE
FINANCE COMPANY
COMPANY LIMITED
LIMITED
ON:
C1N:L65191TN1979PLC007874
L65191TN1979PLC007874
Regd. Office: Sri Towers, 14A, South Phase, Industrial Estate, Guindy, Chennai -600 032, Tamil Nadu.
Tel. No: +91 44
44 4.852
4852 4666, FUN:
Fax: +91
+9144
444852
48525666.
5666.Website-www.stfc.in email-secrelarial@stfc.in
Website-www.stfc.in, email-secretarial@stfc.in
A nnexii re I1
Annexure
(Rs. in crores)
Sr. Particulars Consolidated
No. Quarter Ended Ralf-Year Ended Year Ended
30.09.2022
30,09.2022 30.06.2022
30,06.2022 30,09.2021
30.09.2021 30.09.2022 30.09.2021 31.03.2022
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
5 Outstanding Redeemable Preference Shares (value) (Rs. in Nil Nil Nil Nil Nil
Ni! Nil
crores)
6 Capital Redemption reserve (Rs. in crores) ' 53.88 53.88 53.88 53.88
53,88 53.88 53.88
7 Debenture
Debenture redemption
redemption reserve
reserve (Rs.
(Rs in crores) 307.28 307.28 921.41 307.28 921.41 307.28
88 Networth
Networth 3 (Rs.
(Rs inin crores) 27,994.65 26,950.75
26,950,75 24,743.45 27,994.65 24,743.45 26,066.62
9 Net profit after tax (Rs. in crores) 1,069.52 966.52 774.10 2,036.04 943.85 2,721.10
10 Earnings
Earnings per equity share (Not annualised for the interim
periods)
Basic (Rs.)
(Rs,) 39.54 35.73 28.81 75.26 35.98 102.23
Diluted (Re.)
(Rs.) 39.54 35.73 28.81 75.26 35.98 102.23
11 Current Ratio NA NA NA
NA NA NA NA
12
12 Long Term Debt to Working Capital NA NA NA NA NA NA
13 Bad Debts to Accounts Receivable Ratio NA NA NA NA NA
.NA NA
14 Current Liability Ratio NA NA NA . NA NA NA
15 Total
Total Debts to Total
Debts'4 to Total Assets 0.81 0.81 0.80
1).80 0.81 0.80 0.80
16 Debtors Turnover NA NA NA NA NA NA
17
17 Inventory
inventory Turnover NA NA NA NA NA NA
18 Operating Margin (%) NA NA NA NA NA NA
19 Net Profit Margin (%) 5 19.99% 18.77% 16.46% 19.39% 10.09% •' 14.12%
20 Sector Specific equivalent ratios
Capital adequacy Ratio (%) 66 NA NA NA NA NA NA
Net NPA
NPA ratio(%)
ratio(%)s' NA NA NA NA NA NA
Note
1I Debt-equity ratio = (Debt securities + Borrowings (other than debt securities) + Deposit + Subordinated liabilities)/(Equity Share capital + Other
equity)
2 The Company is registered under the Reserve Bank of India Act, 1934 as Non-Banking Financial Company, hence these ratios are generally not
applicable as per proviso to Regulation 52(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
3 Networth is calculated as defined in section 2(57) of Companies Act 2013.
4 Total Subordin ated liabilities)/ Total assets.
Total debts to total assets = (Debt securities + Borrowings (other than debt securities) + Deposit + Subordinated
5 Net profit margin = Net profit after tax/ Total Income.
6 Capital ratio = Total Capital funds/ Risk weighted assets, calculated as per applicable RBI guidelines.
7 Gross NPA ratio (%) = Gross stage 3 loans/Gross Loans.
88 Net NPA ratio (%)(%)== Net
Net stage
stage 33 loans/(Gross
loans/(Gross loans
loans -- ECL
ECL on
on stage
stage 33 loans)
loans) where Net stage 3 loans = Gross stage 3 loans - ECL on stage 3 loans.
9 NPA Provision
Provision coverage
coverage ratio
ratio (%)
(%)= = ECL on stage 3 loans/ Gross stage 3 loans.
10 Liquidity Coverage Ratio (LCR) is calculated as per circular no. RBI/2019-20/88DDR.NBFC.(PD) CC. No. 102/03.10.001/2019-20 dated
November 04, 2019 issued by the Reserve Bank of India. India. As
As per
per the
the said
said circular,
circular, LCR
LCR is
is applicable
applicable from
from December
December 1, I, 2020.
111I NPA = Non-performing Assets.
0,„k11 8/41//
Sundaram & Srinivasan KKC & Associates LLP
Chartered Accountants Chartered Accountants
23 C P Ramaswamy Road Level-19, Sunshine Tower,
Alwarpet, Senapati Bapat Marg,
Chennai 600018 Elphinstone Road,
Mumbai, Maharashtra 400013
To
The Board of Directors of
Shriram Transport Finance Company Limited
Introduction
1. We have reviewed the accompanying statement of unaudited consolidated financial results
of Shriram Transport Finance Company Limited ('the Parent' or 'the Company') and its
share of the net profit after tax and total comprehensive income of its associate for the
quarter ended 30 September 2022 and year to date results for the period from 1 April 2022
to 30 September 2022 ('the Statement'), being submitted by the Parent pursuant to the
requirements of Regulation 33 and Regulation 52(4) read with Regulation 63 of the SEBI .
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('Listing
Regulations').
2. This Statement, which is the responsibility of the Parent's Management and approved by
the Parent's Board of Directors of the Company, has been prepared in accordance with the
recognition and measurement principles laid down in the Indian Accounting Standard ('Ind
AS') 34 'Interim Financial Reporting' prescribed under section 133 of the Companies Act,
2013 and, the circulars, guidelines and directions issued by Reserve Bank of India ('RBI')
from time to time ('RBI guidelines') other accounting principles generally accepted in India
and in compliance with Regulation 33 and Regulation 52(4) read with Regulation 63 of the
Listing Regulations. Our responsibility is to express a conclusion on the Statement based on
our review.
Scope of Review
3. We conducted our review in accordance with the Standard on Review Engagements ('SRE')
2410, 'Review of Interim Financial Information Performed by the Independent Auditor of
the Entity' issued by the Institute of Chartered Accountants of India. This standard requires
that we plan and perform the review to obtain moderate assurance as to whether the
Statement is free of material misstatement. A review is limited primarily to inquiries of
company personnel and analytical procedures applied to financial data and thus provides
less assurance than an audit. We have not performed an audit and accordingly, we do not
express an audit opinion.
We also performed procedures in accordance with the circular Issued by the SEBI under
Regulation 33(8) of the Listing Regulations, as amended, to the extent applicable.
4. The Statement includes the result of the following entities:
Name of the entity Relationship
Shriram Transport Finance Company Limited Parent •
Shriram Automall India Limited Associate
Sundaram & Srinivasan Associates LLP
KKC & Associates
I<KC LLP
Chartered Accountants Chartered Accountants
23 C P Ram aswamy Road
Ramaswamy Road Level-19, Sunshine Tower,
Alwarpet, Senapati Bapat Marg,
Chennai 600018 Elphinstone Road,
Mumbai, Maharashtra 400013
Conclusion
5. Based on our review conducted as above, nothing has come to our attention that causes us
to believe that the accompanying Statement prepared in accordance with the applicable Ind
AS and other recognized accounting practices and policies has not disclosed the
information required to be disclosed in terms of Regulation 33 and Regulation 52(4) read
with Regulation 63 of the Listing Regulations, including the manner in which it is to be
disclosed, or that it contains any material misstatement or that it has not been prepared in
accordance with the relevant prudential norms issued by Reserve Bank of India in respect
of income recognition, asset classification, provisioning and other related matters.
Other Matters
6. The Statement includes the Parent's share of net profit after tax of Rs. 2.65 crores and Rs.
3.90 crores and total comprehensive income of Rs.2.66 crores and Rs.3.78 crores for the
quarter ended 30 September 2022 and for the period from 1 April 2022 to 30 September
2022, respectively, as considered in the Statement, in respect of one associate, whose
financial results have not been reviewed by us. These financial results have been reviewed
by other auditors whose reports have been furnished to us by the Management and our
conclusion on the Statement, in so far as it relates to the amounts and disclosures included
in respect of these associate, is based solely on the reports of the other auditor and the
procedures performed by us as stated in paragraph 3 above. Our conclusion on the
Statement is not modified in respect of the above matter.
.
.- •
l Men hi Sundaram autam Shah
PPi rtne Partner
ICAI Membership Number: 217914 ICAI Membership Number: 117348
UDIN: 22217914BAJDGF4879
222179148AJDGF4879 UDIN: 22117348BAJFYV8745
Place: Mumbai Place: Mumbai
Date: 20 October 2022 Date: 20 October 2022 •
i. Key Operational and Financial parameters for the last 3 audited years (consolidated basis)
A summary of our key operational and financial parameters derived from Ind AS financial statements on a
consolidated basis for the latest year ended on March 31 2023, Fiscal 2022 and Fiscal 2021 are as follows*:
(Rs. in Crores)
Year ended on
Parameters
March 31,2023 Fiscal 2022 Fiscal 2021
(SFL)
Balance Sheet
Total Financial assets 2,03,700.26 1,40,442.41 1,28,368.73
Total Non-financial assets 6,963.19 1,825.75 1,459.05
Total Assets 2,10,663.45 1,42,268.16 1,29,827.78
Total Financial liabilities 1,66,192.78 1,15,874.48 1,07,766.67
Total Non-financial liabilities 607.82 299.42 343.82
Equity (equity and other equity) 43,576.17 26,094.26 21,717.29
Non-Controlling Interest 286.68
Cash Flow
Net cash generated from operating activities (17,625.25) -8,859.02 4238.76
Net cash used in / generated from investing activities (193.04) -34.33 -25.82
A summary of our key operational and financial parameters derived from Ind AS financial statements on a standalone
basis for the latest year ended on March 31, 2023, Fiscal 2022 and Fiscal 2021 are as follows*:
(Rs. in Crores)
Year Ended on
Parameters March 31,2023 Fiscal 2022 Fiscal 2021
(SFL)
Balance Sheet
Total Financial assets 1,97,385.68 1,40,280.34 1,28,219.81
Total Non-financial assets 6,278.18 1,825.75 1,459.05
Total Assets 2,03,663.86 1,42,106.09 1,29,678.86
Total Financial liabilities 1,59,785.10 1,15,874.48 1,07,766.67
Total Non-financial liabilities 572.12 299.42 343.82
Equity (equity and other equity) 43,306.64 25,932.19 21,568.37
Total equity and liabilities 2,03,663.86 1,42,106.09 1,29,678.86
Profit and Loss
Total revenue 29,802.89 19,274.23 17,436.40
From operations 29,772.16 19,255.17 17,420.45
Other income 30.73 19.06 15.95
Total Expenses 21,618.00 15,724.98 14,158.39
Total Comprehensive Income 5,953.52 2,585.13 2,394.24
Other comprehensive income (25.82) (122.80) -93.02
Profit / loss 8,184.89 3,549.25 3,278.01
Profit / loss after tax (including Share of profit of associate) 5,979.34 2,707.93 2,487.26
Earnings per equity share (face value Rs. 10/- per equity share)
Basic (Rs.) 159.69 101.74 100.97
Diluted (Rs.) 158.99 101.74 100.97
Cash Flow
Net cash generated from operating activities -15,841.34 -8,859.02 -4,238.76
Net cash used in / generated from investing activities -180.06 -34.33 -24.89
Net cash used in financing activities 9,646.84 8,504.86 12,225.59
Cash and cash equivalents at the beginning of the year / period 10,662.44 11,050.93 3,088.99
Cash and cash equivalents at the end of year / period 9 ,505.30 10,662.44 11,050.93
Additional information
Net worth (1) 43,202.07 25,905 21,541
Cash and cash equivalents 9 ,505.30 10,662.44 11,050.93
Investments 8,565.06 6,809.16 3197.85
Asset Under Management as per Ind AS (2) 1,85,682.86 1,27,041 1,17,243
Off-balance sheet assets as per Ind AS (3) 2344.44 1,342 1,051
Total Borrowings 1,57,906.29 1,14,496.71 1,06,196.41
Interest Income 28,607.36 18,646.26 17,128.14
Finance Costs 12,545.76 9,734.31 9,054.26
Total Debts to Total assets 0.78 0.81 0.82
Debt Service Coverage Ratio NA NA N.A.
Interest service coverage ratio NA NA N.A.
Impairment on financial instruments 4,159.17 3,860.86 3,118.40
Bad debts to Account receivable ratio NA NA N.A.
Stage 3 Assets as a percentage of Total Loan Assets as per Ind AS (gross 6.21% 7.07% 7.14%
of Provisions) (per cent.) (4)
Stage 3 Asset net of Stage 3 Provision as a percentage of Net Loan Assets 3.19% 3.67% 4.26%
as per Ind AS (per cent.) (5)
Tier I Capital Adequacy Ratio (per cent.) 21.20% 20.70% 19.94%
Year Ended on
Parameters March 31,2023 Fiscal 2022 Fiscal 2021
(SFL)
Tier II Capital Adequacy Ratio (per cent.) 1.41% 2.27% 2.56%
*Please note that the above disclosures are made basis the financial statements prepared as per the IND AS
requirements.
Note - (1) The figures for the period after the appointed date for the merger of STFC and the Merged Entities (i.e.
April 01, 2022) have been restated to take the effect of merger and are therefore not comparable with figures of
STFC for the corresponding previous year periods or previously reported figures of STFC for the said quarters.
(2) SFL means Shriram Finance Limited
(3) STFC means Shriram Transport Finance Company Limited
(4) Merged Entities means Shriram Capital Limited and Shriram City Union Finance Limited
Notes:
(1) Net worth as defined in Section 2(57) of the Companies Act, 2013 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.
(2) Asset Under Management as per Ind AS: Total loan assets and loan assets assigned, which continue to be serviced
by the transferor.
(3) Off-balance sheet assets as per Ind AS: Hypothecation loans assigned till date, which continue to be serviced by the
transferor.
(4) Stage 3 Assets as a percentage of Total Loan Assets as per Ind AS (gross of Provisions): Stage 3 Assets includes
financial assets that have objective evidence of impairment at the reporting date as defined under Ind AS.
(5) Stage 3 Assets net of Stage 3 Provision.
Before the issue of debt securities (as per latest audited Balance Sheet as on March 31,
4.42
2022)
After the issue of debt securities (as per latest audited Balance Sheet as on March 31, 2022) 4.61
iii. Details of any other contingent liabilities of the Issuer based on the last audited financial statements
including amount and nature of liability:-
(Rs. In Crore)
Particulars As at Year ended on March 31, 2023
In respect of Income tax demands where the Company has filed appeal before
55.87
various authorities
VAT demand where the Company has filed appeal before various appellates 4.92
Service tax demands where the Company has filed appeal before various
2,056.61
authorities
Penalty levied for Contravention of provisions of Section 6(3)(b) of FEMA, 1999
read with Regulation 4 of Foreign Exchange Management (Transfer or Issue of 5.00
Security by a Person Resident outside India) Regulations, 2000
Total 2,122.4
Future cash outflows in respect of above are determinable only on receipt of judgements /decisions pending with
various forums/authorities. It is not practicable for the Company to estimate the timings of the cashflows, if any, in
respect of the above pending resolution of the respective proceedings. The Company does not expect any
reimbursement in respect of the above contingent liabilities. The Company is of the opinion that above demands are
not sustainable and expects to succeed in its appeals. The management believes that the ultimate outcome of these
proceedings will not have a material adverse effect on the Company's financial position and results of operations.
The following table sets forth, data regarding our Stage 3 Assets and Capital Adequacy ratios as per our Standalone
Financial Statements:
(Rs. in crore)
As on As on March As on March
March 31, 31, 2022 31, 2021
2023 (SFL) (STFC) (STFC)
Stage 3 Assets 11,382.18 8,887.55 8,292.81
Stage 3 Asset net of Stage 3 Provision 5,674.86 4446.05 4,806.68
Total Loan Assets as per Ind AS (gross of Provisions) (1) 1,83,338.36 125,699.03 1,16,191.59
Net Loan Assets as per Ind AS (Net of Provisions) (2) 1,77,663.50 116,665.15 1,12,705.46
Stage 3 Assets as a percentage of Total Loan Asset As per
6.21% 7.07% 7.06%
Ind AS (per cent.) (3)
Stage 3 Asset net of Stage 3 Provision as a percentage of Net
3.19% 3.67% 4.26%
Loan Assets as per Ind AS (per cent.) (4)
Tier I Capital Adequacy Ratio (per cent.) 21.20% 20.70% 19.94%
Tier II Capital Adequacy Ratio (per cent.) 1.41% 2.27% 2.56%
Note - The figures for the period after the appointed date for the merger of STFC and the Merged Entities (i.e. April
01, 2022) have been restated to take the effect of merger and are therefore not comparable with figures of STFC for
the corresponding previous year periods or previously reported figures of STFC for the said quarters.
(2) SFL means Shriram Finance Limited
(3) STFC means Shriram Transport Finance Company Limited
(4) Merged Entities means Shriram Capital Limited and Shriram City Union Finance Limited
(1) Total Loan Assets as per Ind AS (gross of provisions): Secured hypothecation loans, other secured loans,
retained interest on securitisation, unsecured loans and unsecured advance for hypothecation loans and
includes accrued interest on loans given, unamortised loan origination cost and net of unamortised
processing fee as determined under Ind AS excluding provisions.
(2) Net Loan Assets as per Ind AS (Net of Provisions): Secured hypothecation loans, other secured loans,
retained interest on securitisation, unsecured loans and unsecured advance for hypothecation loans and
includes accrued interest on loans given, unamortised loan origination cost and net of unamortised
processing fee as determined under Ind AS as adjusted for ECL provisions.
(3) Stage 3 Assets as a percentage of Loan Book As per Ind AS: Stage 3 Assets includes financial assets that
have objective evidence of impairment at the reporting date as defined under Ind AS.
(4) Stage 3 Assets net of Stage 3 Provision.
As per our Standalone Financial Statements, our Stage 3 Assets as a percentage of total loan assets was 6.21% and
6.29% as at March 31, 2023 and December 31, 2022 respectively and our net Stage 3 Assets as a percentage of net
loan assets was 3.19% and 3.20% as at March 31, 2023 and December 31, 2022, respectively. We believe that our
eventual write offs are relatively low because of our relationship-based customer origination and customer support,
prudent loan approval processes (including adequate collateral being obtained), and our ability to repossess and
dispose of such collateral in a timely manner.
Borrowings
The following table sets forth the principal components of our secured borrowings, as per our Standalone Financial
Statements:
(Rs. in crore except percentage)
As on March 31, 2023
As on March 31, 2022 As on March 31, 2021
Particulars (SFL)
Amount % Amount % Amount %
Senior secured notes 894.73 0.76 891.40 1.01 888.35 1.05
External commercial bond –
12513.28 10.68 19,011.29 16.60 17,779.55 20.95
Secured
Redeemable non-convertible
debentures – Secured
- Privately placed 27648.08 23.60 18,768.05 21.36 15,153.29 17.85
- Public issue 2508.89 2.14 2,500.63 2.85 5,776.24 6.81
Term loans Secured
Term loan from banks – INR 31900.26 27.23 16,755.62 19.07 13,304.70 15.67
Term loan from financial
9296.56 7.94 5,685.24 6.47 3,783.20 4.46
institutions/corporates – INR
External commercial borrowing –
9828.01 8.39 4,243.13 4.83 4,122.49 4.86
FCNR
As on March 31, 2023
As on March 31, 2022 As on March 31, 2021
Particulars (SFL)
Amount % Amount % Amount %
Term loan from banks - INR -
22106.09 18.87 19,538.08 22.24 23,403.60 27.57
Securitization
Loans repayable on demand from
459.10 0.39 454.86 0.52 667.38 0.79
Banks (Cash Credit from banks)
Total secured borrowings 117155.00 100.00 87,848.30 100 84,878.80 100
Note - (1) The figures for the period after the appointed date for the merger of STFC and the Merged
Entities (i.e. April 01, 2022) have been restated to take the effect of merger and are therefore not
comparable with figures of STFC for the corresponding previous year periods or previously reported
figures of STFC for the said quarters.
(2) SFL means Shriram Finance Limited
(3) STFC means Shriram Transport Finance Company Limited
(4) Merged Entities means Shriram Capital Limited and Shriram City Union Finance Limited
Increasingly, we depend on term loans from banks and the issue of redeemable non-convertible debentures as the
primary sources of our funding. We believe that we have developed stable long term relationships with our lenders,
have established a track record of timely servicing of our debts, and have been able to secure fixed rate long term
loans of three to five years tenure to stabilize our cost of borrowings.
As per our Standalone Financial Statements, as of March 31, 2023; the aggregate outstanding amount of secured
redeemable non-convertible debentures was Rs. 30,156.97 crore as compared to Rs. 32,499.43 crore as of December
31, 2022.
Our short-term fund requirements are primarily funded by cash credit from banks, including working capital loans.
Cash credit from banks outstanding, as of March 31, 2023 was Rs. 459.10 crore while as of December 31, 2022, it
was Rs. 784.46 crore.
The following table sets forth the principal components of our unsecured borrowings as per our Standalone Financial
Statements:
(Rs. in crore except percentage)
Particulars As of March 31, As of March 31,
As of March 31, 2022
2023 (SFL) 2021
Amount Amount Amount % Amou %
nt
Redeemable non-convertible
debentures – Unsecured
- Privately placed 87.61 0.21 85.18 0.32 464.44 2.18
Deposits
i. Public deposits 34671.99 85.08 20190.08 75.76 15,790.71 74.07
ii. From corporate 1467.84 3.60 1,729.76 6.49 392.11 1.84
iii. From others (Inter-corporate
0.00 - 29.14 0.11 49.59 0.23
deposits from associate)
Subordinated debt 4523.85 11.10 4614.25 17.32% 4,620.76 21.68
Total unsecured borrowings 100.0 100.0
40,751.29 100.00 26,648.41 21,317.61
0 0
As per our Standalone Financial Statements, as of March 31, 2023, our outstanding subordinated debt amounted to
Rs. 4523.85 crore which stood at Rs. 4635.02 crore as of December 31, 2022. The debt is subordinated to our present
and future senior indebtedness.
Capital Adequacy
We are subject to the capital adequacy ratio (“CAR”) requirements prescribed by the RBI. We are currently required
to maintain a minimum CAR of 15.00%, as prescribed under the Master Directions on Non-Banking Financial
Company-Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank)
Directions, 2016, as amended from time to time, based on our total capital to risk-weighted assets. All deposit taking
NBFCs have to maintain a minimum capital ratio, consisting of Tier I and Tier II capital, which shall not be less
than 15.00% of its aggregate risk-weighted assets on balance sheet and risk adjusted value of off-balance sheet items.
We ordinarily maintain capital adequacy higher than the statutorily prescribed CAR. As of March 31, 2023, our
CAR computed on the basis of applicable RBI requirements was 22.61% compared to the minimum capital adequacy
requirement of 15.00% stipulated by the RBI.
The following table sets out our capital adequacy ratios derived from Ind AS on a standalone basis as on March 31,
2023, March 31, 2022 and March 31, 2021:
i. Details of Share Capital as on last quarter end i.e. March 31, 2023:
TOTAL 426,550
ISSUED
37,44,27,276 Equity Shares of Rs. 10 /- each 37,442.73
SUBSCRIBED
37,44,27,276 Equity Shares of Rs. 10 /- each 37,442.73
NOTES:
The Equity Shares allotted for consideration other than cash are as follows:
a) 6,06,33,350 fully paid-up Equity Shares of our Company have been allotted to the shareholders
of Shriram Investments Ltd (SIL), pursuant to a scheme of amalgamation sanctioned by the
Hon’ble High Court of Madras vide its order dated November 25, 2005, in a ratio of 1 fully paid
up Equity Share of our Company, for every 1 fully paid up equity share of the face value of Rs.
10/- each, of SIL;
b) 1,86,45,886 fully paid-up Equity Shares of our Company have been allotted to the shareholders
of Shriram Overseas Finance Ltd (SOFL), pursuant to a scheme of amalgamation sanctioned
by the Hon’ble High Court of Madras vide its order dated December 1, 2006, in a ratio of 3
fully paid up Equity Shares of our Company, for every 5 fully paid up equity shares of the face
value of Rs. 10/- each, of SOFL;
c) Pursuant to Shiram Holdings (Madras) Pvt. Ltd. (SHMPL) Scheme of Merger sanctioned vide
the SHMPL Merger Order passed by the Hon’ble High Court of Madras, our Company issued
and allotted 9,38,72,380 fully paid up equity shares of our Company to the shareholders of
SHMPL, whose names appeared in the register of members on the specified date in connection
with the aforesaid scheme of amalgamation, in a ratio of 313 fully paid up Equity shares of our
Company, for every 124 fully paid up equity shares of the face value of Rs. 10 each, of SHMPL.
ii. Changes in its capital structure as on last quarter end i.e. March 31, 2023, for the last three years:
a. The Company issued and allotted 261,78,777 Equity Shares under rights issue of face value of Rs.
10/- each (Rights Equity Shares) to the eligible equity shareholders at an issue price of Rs.570/- per
Equity Share (including premium of Rs.560/- per Equity Share). The Issue opened on July 16, 2020
and closed on July 30, 2020. The Rights Equity Shares were allotted on August 06, 2020.
b. The Company issued and allotted 139,86,000 Equity Shares of face value Rs.10/- each to eligible
qualified institutional buyers at the issue price of Rs.1,430/- per Equity Share (including a premium
of Rs.1,420/- per Equity Share) at a discount of Rs.3.32 per Equity Share i.e. 0.23% of the floor price
of Rs.1,433.32/- per Equity Share, aggregating to Rs.19,99,99,80,000/- by way of qualified
institutions placement (QIP Issue). The QIP Issue opened on June 7, 2021 and closed on June 11,
2021. These equity shares were allotted on June 12, 2021.
c. The Company issued and allotted on July 8, 2021 (i) 1,736,100 Equity Shares of the Company, fully
paid-up, at a price of Rs. 1,440/- per Equity Share including a premium of Rs. 1,430/- per Equity
Share, aggregating up to Rs. 2,499,984,000/- and (ii) 1,736,100 Warrants convertible into 1,736,100
Equity Shares at a price (including the warrant subscription price and the warrant exercise price) of
Rs. 1,440/- each, aggregating up to Rs. 2,499,984,000/- on a preferential basis to Shriram Capital
Limited, Promoter of the Company.
d. The Company received the subscription money of Rs. 624,996,000/- for allotment of 1,736,100
Warrants convertible into Equity Shares, being 25% of the Issue price of Rs. 1,440/- of the Warrants
at Rs. 360/- per Warrant, towards the warrant subscription price. The remaining amounts shall be
payable as per the terms approved by the Members of the Company in its Extra-Ordinary General
Meeting held on July 7, 2021.
e. The Company issued and allotted on November 25, 2021, 17,36,100 Equity Shares of Face value of
Rs. 10/- each fully paid up, allotted pursuant to exercise of option for conversion of 17,36,100
Warrants issued in terms of Chapter V of SEBI (ICDR) Regulations, 2018 (Preferential Issue) to
Shriram Capital Limited (Promoter) of the Company.
f. Pursuant to the Composite Scheme of Arrangement and Amalgamation among Shrilekha Business
Consultancy Private Limited (SBCPL) and Shriram Financial Ventures (Chennai) Private Limited
(SFVPL) and Shriram Capital Limited (SCL) and Shriram Transport Finance Company Limited
(STFC/the Company) (now Shriram Finance Limited) and Shriram City Union Finance Limited
(SCUF) and Shriram LI Holdings Private Limited (SLIH) and Shriram GI Holdings Private Limited
(SGIH) and Shriram Investment Holdings Limited (SIHL) and their respective Shareholders
(“Scheme”) sanctioned by the Hon'ble National Company Law Tribunal, Special Bench – II, Chennai
vide its Common order dated November 14, 2022, read with Corrigendum dated November 17, 2022
to the order (“Order”), the Board of Directors of the Company issued and allotted on December
12,2022, 17,43,44,710 new equity shares of face value of Rs.10/- each fully paid up to the eligible
shareholders of erstwhile SCL and SCUF as per the share exchange ratio . 7,04,37,147 equity shares
of face value of Rs.10/- each fully paid-up of the Company held by erstwhile SCL stood cancelled.
Consequently, the issued and paid-up capital of the Company stood increased to Rs.374,42,72,760/-
consisting of (37,44,27,276 equity shares of Rs.10/- each fully paid up.
iii. Equity Share Capital History of the Company as on last quarter end i.e. March 31, 2023 for the last
three years:
The Board of Directors of the Company in its meeting held on December 13, 2021 had approved a Composite
Scheme of Arrangement and Amalgamation ("Scheme"), inter alia, involving amalgamation of Shriram
Capital Limited (after de-merger of a few undertakings from the said Shriram Capital Limited) and Shriram
City Union Finance Limited with the Company under Sections 230 to 232 and other applicable provisions
of the Companies Act, 2013. The Reserve Bank of India vide its letter dated June 15, 2022 conveyed its No-
Objection to the Scheme with usual and normal conditions as generally stipulated in such similar approvals.
As per the directions of the Hon'ble National Company Law Tribunal, Chennai ("NCLT") in the common
order dated May 11, 2022, the meeting of the Equity Shareholders, Secured Creditors and Unsecured
Creditors was held on July 4, 2022 and the Scheme was approved by the requisite majority of the Equity
shareholders, Secured Creditors and Unsecured Creditors in their respective meetings. The Company has
filed the Petition with NCLT on July 14, 2022 for sanctioning of the Scheme. Competition Commission of
India vide its letter dated August 1, 2022 has conveyed its approval to the Composite Scheme under 31(1)
of the Competition Act, 2002.
Pursuant to the Composite Scheme of Arrangement and Amalgamation among Shrilekha Business
Consultancy Private Limited (SBCPL) and Shriram Financial Ventures (Chennai) Private Limited (SFVPL)
and Shriram Capital Limited (SCL) and Shriram Transport Finance Company Limited (STFC/the Company)
(now Shriram Finance Limited) and Shriram City Union Finance Limited (SCUF) and Shriram LI Holdings
Private Limited (SLIH) and Shriram GI Holdings Private Limited (SGIH) and Shriram Investment Holdings
Limited (SIHL) and their respective Shareholders (“Scheme”) sanctioned by the Hon'ble National Company
Law Tribunal, Special Bench – II, Chennai vide its Common order dated November 14, 2022, read with
Corrigendum dated November 17, 2022 to the order (“Order”), the Board of Directors of the Company issued
and allotted on December 12,2022, 17,43,44,710 new equity shares of face value of Rs.10/- each fully paid
up to the eligible shareholders of erstwhile SCL and SCUF as per the share exchange ratio of the Scheme.
7,04,37,147 equity shares of face value of Rs. 10 each fully paid-up of the Company held by erstwhile SCL
stood cancelled. Consequently, the issued and paid-up capital of the Company stood increased to
Rs.374,42,72,760/- consisting of (37,44,27,276 equity shares of Rs.10/- each fully paid up).
C. Details of shareholding of the company as on latest quarter end as on March 31, 2023, as per the format
specified under the listing regulations:
E Foreign Portfolio
794 176473235 176473235
Investors 47.13
F Financial Institutions/ 4 2285 2075
0
Banks
G Insurance Companies 11 20666534 5.52 20666534
H Provident Funds/ 1
Pension Funds 5 0 5
I Any Other (specify)
Sub-Total (B)(1)
230335189 61.52 230306834
840
Category of Shareholding
Sr No shareholder Nos. of No. of fully paid as a % of total Number of equity shares
shareholders up equity shares held in dematerialized form
no. of shares
2 Central Government/
State Government(s)/ 1 80 0 80
President of India
Sub-Total (B)(2) 1 80 0 80
3 Non-institutions
A Individuals -
I Individual shareholders
holding nominal share 94621 12556963 3.35 10750138
capital up to Rs. 2 lakhs.
II Individual shareholders
holding nominal share
30 1464934 1464934
capital in excess of Rs. 2 0.39
lakhs.
Directors & KMP 10 70213 0.02 70213
B NBFCs registered with
5 37060 0.01 37060
RBI
C Employee Trusts 0 0 0 0
D Overseas Depositories
(holding DRs) 0 0 0 0
(balancing figure)
E Any Other (specify)
12734 12734
1 0
F IEPF 1 1240727 0.33 1240727
G Unclaimed or Suspense
1 188442 0.05 188442
or Escrow Account
H Non-Resident Indian
1970 466872 0.12 463872
(NRI)
I Foreign Companies 0 0 0 0
J Trusts 3 277187 0.07 2,77,187
K 61 156089
156089
Clearing Members 0.04
L HUF 1230 198408 0.05 198408
M Bodies Corporate 396 31893803 8.52 31879482
N Foreign Portfolio
2 519 0.00 519
Investor (Category - III)
O LLP 36 11780 0.00 11780
I. Shriram Capital Private Limited (formerly Shriram Financial Ventures (Chennai) Private Limited) is the
Promoter holding 6,71,45,784 Equity Shares of the Company.
II. Shriram Ownership Trust is the Promoter holding 78,40,080 Equity Shares of the Company. The shares are
held in the name of Trustees viz., Mr. R Thyagarajan and Mr. D V Ravi.
III. The Promoter Group as defined under Regulation 2(1)(t) of Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers Regulations, 2011, (SAST Regulations 2011): 1. Shriram
Value Services Limited is the Promoter Group holding 1,29,93,461 Equity Shares of the Company 2. Shriram
Life Insurance Company Limited 3. Shriram General Insurance Company Limited 4 Shriram Credit Company
Limited 5. Shriram Asset Management Company Limited 6. Shriram Overseas Investments Private Limited 7.
Bharat Investments Pte. Limited, Singapore. 8. Shriram Fortune Solutions Limited 9. Shriram Wealth Limited
(formerly Shriram Wealth Advisors Limited) 10. Shriram Insight Share Brokers Limited 11. Shriram Financial
Products Solutions (Chennai) Private Limited 12. Shriram Seva Sankalp Foundation 13. SGI Philippines
General Insurance Co Inc. 14. Sanlam Emerging Markets (Mauritius) Limited, 15. Novac Technology
Solutions Private Limited 16. Novac Digital Services Pvt Ltd (formerly Techfactory Services Private Limited)
17. Shriram LI Holdings Private Limited (formerly Snottor Technology Services Private Limited) 18. Sea
Funds Management India Private Limited 19. Way2Wealth Insurance Brokers Private Limited 20.
Way2Wealth Securities Private Limited 21. Way2Wealth Brokers Private Limited 22. Way2Wealth
Commodities Private Limited. 23. Shriram Investment Holdings Limited 24. Shriram GI Holdings Private
Limited (formerly Oner Infotech Services Private Limited) 25. Sanlam Life Insurance Limited is the Promoter
Group holding 75,36,951 Equity Shares of the Company 26. Shriram Asset Reconstruction Private Limited
IV. The Persons Acting in Concert (PAC), as defined in the SAST Regulations 2011 for the purpose of Regulation
10 of SAST Regulations, 2011: (i) Shriram Mutual Fund (SMF), (ii) Mrs. Vani Narayanan (Trustee of SMF),
(iii) Mr. R Thiagarajan (Trustee of SMF), (iv) Dr. Qudsia Gandhi (Trustee of SMF), (v) Mr. Mani Sridhar
(Trustee of SMF) and (vi) Shriram Housing Finance Limited.
V. All the entities/persons mentioned in Note No. III and Note No. IV are PG and PACs respectively for more
than three years, except the entity at Sr. No. (19), (20),(21),(22) (23),(24), (26) in Note No. III and Sr. No. (ii)
and (iii) in Note No. IV are PACs respectively for less than three years.
VI. Mrs. Vani Narayanan Trustee of Shriram Mutual Fund holds equity shares in individual capacity.
VII. None of the above-mentioned entities/persons in Note No. III and IV hold any shares in the Company except
the entity at Sr. No. 1 and 25 in Note No. III.
List of Top Ten Equity Shareholders (on the basis of PAN) as on March 31, 2023:-
5. TPG India Investments II, Inc. CITIBANK N.A. Custody Services, FIFC- 9918348 2.65
9th Floor, G Block, Plot C-54 And C-55,
BKC,Bandra (East), Mumbai - 400 098
6. Mirae Asset Emerging OFF CST Road, Kalina, Santacruz (East), 8057911 2.15
Bluechip Fund Mumbai - 400098
7. Government Pension Fund CITIBANK N.A. Custody Services, FIFC- 7985381 2.13
Global 9th Floor, G Block, Plot C-54 And C-55,
BKC,Bandra (East), Mumbai - 400 098
8. Shriram Ownership Trust Shriram House No.4 Burkit Road, T Nagar, 7840080 2.09
Chennai- 600 017
9. Sanlam Life Insurance Citibank N.A. Custody Services FIFC- 9th 7536951 2.01
Limited Flr, G Block Plot C-54 and C-55, BKC
Bandra (East), Mumbai - 400 098
Total Number of Percentage
Sr. No Address Equity Shares Holding
Name of shareholders
held (%)
10. HDFC Trustee Company Ltd.- HDFC Bank Limited, Custody Operation, 7370190 1.97
under varionus funds Sempire Plaza Twr-1, 4th Floor, Chandan
Nagar LBS Marg, Vikhroli (West), Mumbai
- 400 083
*all shares are being held in dematerialized form.
Details of promoter holding in the company as on the latest quarter end i.e. March 31, 2023:
Name, Designation and DIN Age Address Date of Details of other Whether
appointment directorship wilful
defaulter
(Yes/No)
Mr. Jugal Kishore 67 Flat No.101, December 4, 2022 Urban Mass Transit Company No
Mohapatra years Lova Villa, Plot Limited;
Chairman and Independent No. 408, Saheed India International Bullion
Director Nagar, Exchange IFSC;
Bhubaneswar - Foundation For Development
DIN: 03190289 751007 Of Rural Value Chains;
Occupation: Service
Mr. Ignatius Michael 50 419, Highland May 14, 2019 Sanlam Credit Fund Advisor No
Viljoen years Road, (Pty) Limited;
Kensington, African Life Holdings
Non-Executive and Non- Johhannesburg, Limited;
Independent Director 2094, South African Life Financial
Africa Services Zambia Limited; and
DIN: 08452443 Aflife Properties Limited
Letshego Holdings Limited
Term: Liable to retire by
Rotation
Occupation: Service
Mr. Parag Sharma 53 B-1401, Ellora, December 13, NIL No
years Plot No.27, 2021
Whole Time Director Sector -11,
designated as Joint Managing CBD Belapur,
Director and Chief Financial Navi Mumbai -
Officer 400614
DIN: 02916744
Occupation: Service
Profile of Directors
Mr. Jugal Kishore Mohapatra, a Post Graduate from Delhi School of Economics, joined Odisha Cadre of Indian
Administrative Service (IAS) in 1979. He also holds Master’s Degree in Economics from Boston University, USA.
He was a secretary to the Hon’ble Chief Minister, Odisha, Principal Secretary Finance and Chief Secretary in the
Government of Odisha. He had all round experience in Government of India and Government of Odisha. He served
as Secretary in the Department of Fertilizers and Rural Development in Government of India during 2014-16. He
served on the Board of NABARD Financial Services Limited as an Independent Director and also on the Board of
NHPC Limited as an Independent Director.
Mr. Umesh Govind Revankar holds a bachelor’s degree in business management from Mangalore University and a
master of business administration (MBA) in finance. He attended the Advanced Management Program at Harvard
Business School. Mr. Revankar started his career with the Shriram group as an executive trainee in 1987. He has
been associated with the Shriram group for more than 3 decades and has an extensive experience in the financial
services industry. During his stint with the Shriram Group, he has shouldered various responsibilities and worked in
several key roles of business operations.
Mr. Y. S. Chakravarti, (DIN 00052308) was a Managing Director and CEO of erstwhile Shriram City Union Finance
Limited (SCUF). He is Bachelor of Commerce. He started his career in Shriram Chits Private Limited, Andhra
Pradesh (‘Shriram Chits’) in June 1991 as an executive trainee. In the year 1998, he rose to the position of Chief
Executive of Shriram Chits and was promoted to the position of Executive Director of Shriram Chits in March 2004.
He was instrumental in achieving manifold expansion of the branch network business of Shriram Chits with 35,000
customer base and auction turnover of Rs.40 crores per annum. In the year 2008, he was promoted to take charge as
Executive Director of erstwhile Shriram City Union Finance Limited (SCUF), initially as Business Head for
financing purchase of two wheelers in the state of Andhra Pradesh. Under his leadership, Shriram Chits had expanded
to 187 branches covering 5,00,000 customers and with an auction turnover of Rs.2,000 Crores per annum. 40% of
the customers were small business owners. He was responsible for Andhra Pradesh becoming the leading contributor
of the business of SCUF.
Mrs. Mrs. Maya S. Sinha is a graduate B.A. (Honours) in Economics and Mathematics from Lady Shri Ram College,
Delhi University and holds a Masters' degree from the Delhi School of Economics, Delhi University, specialised in
Econometrics, Monetary Finance and Public Economics. Mrs. Sinha was a member of the Indian Revenue Service
(IRS), 1981 Batch. She was Deputy Chairman of the Jawaharlal Nehru Port Trust. In her almost 30 year career in
the Government of India, she served for about 23 years in the Income Tax Department. She worked for a considerable
time in the Investigation Wing in New Delhi and Mumbai, apart from handling assessment and appeals of large
corporates. She was on deputation as the Commissioner of Khadi and Village Industries Commission, a Government
of India Undertaking engaged in employment generation through promotion of rural entrepreneurship.
Mr. S. Sridhar, is an Independent Director of the Company. He studied at the Indian Institute of Technology, Delhi
and Jamnalal Bajaj Institute of Management Studies, Mumbai. He was awarded the Lord Aldington Banking
Research Fellowship for the year 1984 by the Indian Institute of Bankers. He has received many awards / honours,
particularly for his innovative business models and intuition building.
He was Chairman and Managing Director of Central Bank of India until May 31, 2011 and earlier of National
Housing Bank, India’s regulator of Housing Finance Companies and the apex Financial Institution for housing. He
is a banker with about 40 years’ experience in commercial and development banking of which 13 years were at the
CEO / Board level. He is widely acknowledged to be an innovative, market oriented banker and strategic thinker
having provided transformational leadership to the organizations he had worked for. He was a pioneer in
championing the concept of affordable housing in India and contributed significantly to public policy formulation.
Mr. Sridhar started his career with State Bank of India, India’s largest commercial Bank. He also worked as
Executive Director and Chief Operating Officer of Export Import Bank of India, India’s apex export financing
institution between 2001 and 2006.
Currently, he serves as an Independent Director on the Boards of various companies, and also as a consultant to
financial services companies.
Mr. Sridhar has served in various national level committees and task forces for framing financial sector policies. He
was on the Managing Committee of the Indian Banks’ Association, served on the Emerging Markets Council of the
Institute of International Finance, Washington DC. He has been an invited speaker at numerous national and
international Conferences including Chatham House Lectures.
Mr. Pradeep Kumar Panja holds Master’s Degree in Science (Statistics) from the University of Madras. He is a
Certified Associate of the Indian Institute of Bankers.
He is a career banker, retired as Managing Director (Corporate Banking) of State Bank of India (SBI), the largest
bank of the country, in October 2015. During his long association of 39 years with SBI (3 years of which at Board
level), he gained rich experience in various areas of banking including corporate and international banking, treasury
management, information technology, retail, transaction banking, strategic planning, business development, risk
management.
He has excellent track record of successfully leading large teams across various business verticals of SBI. He also
successfully led the US Operations of SBI as the Country Head-US. He held multiple assignments driving large
projects in the Information Technology Wing of SBI. As a Head of IT (Chief Information Officer), he led SBI’s IT
strategy, set up India’s largest data warehouse. He also lead the analytics foray of SBI. During his association with
SBI he was member of important committees of directors and was chairman of Risk Management Committee.
He is a member of Board of Directors of companies engaged in the business of real estate, asset reconstruction,
software business, cements etc.
Mr. D.V. Ravi, is the Vice Chairman and Managing Director of Shriram Capital Private Limited, Promoter of the
Company. He has been part of the Shriram Group since 1992 and has an extensive experience and expertise in the
financial services and insurance domains and actively participates and is involved strategice matters of Shriram
Group such as formulating Corporate Strategies, Building Teams and creating Synergy, Mergers & Acquisitions,
Risk Management, Corporate Finance, Leadership development and Technology initiatives.
Mr. D.V. Ravi started his career in strategy and finance in the year 1987 with Karnataka Oil Seeds Federation,
Bangalore where he held the responsibility of planning and managing the finance and technology initiatives of the
entity.
Mr. Ignatius Michael Viljoen is a Head of Credit-Sanlam Pan Africa Portfolio Management, South Africa and is
responsible for a range of credit risk and credit portfolio management aspects across the various entities owned by
the Sanlam Group outside of the Republic of South Africa. He has been associated with Sanlam Group since
September 2003. Sanlam is a 100 year old company with strong financials, management and culture in South Africa.
Sanlam is a diversified financial services group, headquartered in South Africa, operating across number of selected
global markets. Mr. Ignatius Michael Viljoen is a nominee of Sanlam.
Mr. Parag Sharma (Joint Managing Director and Chief Financial Officer)
Mr. Parag Sharma has been working in Shriram group for more than three decades in the senior management
positions and is playing key roles in the growth and expansion of business of the Company. Mr. Parag Sharma is a
dynamic and accomplished Chief Financial Officer of the Company. He introduced innovative techniques and
methods of raising funds through domestic as well as international sources and is expert in handling matters related
to Finance & Accounts, MIS, Resource Mobilization, Treasury Management, Planning and Budgeting, Corporate
Strategy and relationships with Rating agencies, Banks, Investors, Regulators, etc.
DIN: 06870337
DIN: 08452443
Mr. Puneet Bhatia October 26, 2006 August 19, 2020 -- Retired in the 41st
Non-Executive and Non-Independent AGM dated
Director August 19, 2020
DIN: 00143973
Mr. Y. S. Chakravarti December 13, 2021 Appointed in the
category of Non-
Non-Executive and Non-Independent Executive and
Director Non-Independent
Director
DIN: 00052308
Mr. Parag Sharma December 13, 2021 Appointed in the
category of
Executive and Non-Independent Director Executive and
designated as Joint Managing Director & Non-Independent
Chief Financial Officer Director
designated as Joint
DIN: 02916744 Managing
Director & Chieff
Financial Officer
Mr. Lakshminarayanan Subramanian September 22, 2009 December 05, Resigned as an
Chairman, Non-Executive and 2022 Independent
Independent Director Director and
Chairman
DIN: 02808698
Mrs. Kishori Udeshi October 30, 2012 December 05, Resigned as an
Non- Executive and Independent Director 2022 Independent
Director
DIN: 01344073
Mr. Y. S. Chakravarti December 05, 2022 Appointed as
Managing
Managing Director & Director & CEO
CEO of the Company
from December 5,
DIN: 00052308 2022, subject to
approval of the
shareholders of
the Company.
Regularized vide
resolution passed
by the Postal
Ballot on February
21, 2023.
Mr. Umesh Govind Revankar December 5, 2022 Re-designated as
Executive Vice Chairman Executive Vice
Chairman of the
DIN: 00141189 Company with
effect from
December 5,
2022, subject to
approval of the
shareholders of
the Company.
Regularized vide
resolution passed
by the Postal
Ballot on February
21, 2023.
Mr. Jugal Kishore Mohapatra December 4, 2022 Appointed as an
Chairman, Non-Executive and Additional
Independent Director Director in the
category of
DIN: 03190289 Independent
Director of the
Company, subject
to approval of the
shareholders of
the Company for
the term of Three
years
commencing from
December 4, 2022
to December 3,
2025. Regularized
vide resolution
passed by the
Postal Ballot on
February 21,
2023.
Mrs. Maya S. Sinha December 4, 2022 Appointment as an
Non- Executive and Independent Director Additional
Director in the
DIN: 03056226 category of
Independent
Director of the
Company, subject
to approval of the
shareholders of
the Company for
the term of Two
years
commencing from
December 4, 2022
to December 3,
2024. Regularized
vide resolution
passed by the
Postal Ballot on
February 21,
2023.
Disclosures with regard to interest of Directors, Litigation Etc.
TERM LOAN
(Rs. in Lakhs)
O/S as on
Date of Date of Amount Nature of
Name of lender 31.03.23 Repayment Schedule
Disbursement Maturity Sanctioned security
(INDAS)
Punjab National 20 Quarterly Installments Receivables
17-Jan-2018 17-Apr-2023 30,000.00 1,469.04
Bank
Punjab and Sind 20 Quarterly Installments Receivables
22-May-2018 22-May-2023 13,000.00 635.69
Bank
Bank Of India 04-Jun-2018 30-Jun-2023 40,000.00 1,988.89 20 Quarterly Installments Receivables
Indian Bank 29-Mar-2019 29-Mar-2024 30,000.00 5,525.04 20 Quarterly Installments Receivables
Bank of India 21-Sep-2019 30-Sep-2024 65,000.00 19,061.21 20 Quarterly Installments Receivables
Union Bank of 20 Quarterly Installments Receivables
10-Oct-2019 10-Oct-2024 50,000.00 17,156.02
India
Canara Bank 27-Dec-2019 27-Mar-2025 25,000.00 9,916.54 20 Quarterly Instalments Receivables
Central Bank of 20 Equal Quarterly Receivables
India 18-Mar-2020 18-Mar-2025 50,000.00 19,772.26
Installments.
Indian Bank 20 Equal Quarterly Receivables
31-Mar-2020 30-Mar-2025 50,000.00 18,950.25
Installments
State Bank of 20 Quarterly Installments Receivables
08-May-2020 31-Mar-2025 5,000.00 1,897.47
India
State Bank of 20 Quarterly Insatllments Receivables
30-May-2020 31-Mar-2025 20,000.00 7,375.41
India
Indusind Bank 30-Jun-2020 30-Jun-2023 16,650.00 1,343.01 12 Quarterly Installments Receivables
State Bank of 20 Quarterly Insatllments Receivables
16-Jul-2020 31-Mar-2025 25,000.00 9,393.82
India
Bank of Baroda 06-Aug-2020 06-Aug-2023 27,500.00 3,801.60 36 Quarterly Instalments Receivables
Axis Bank 31-Aug-2020 31-Aug-2023 25,000.00 4,128.78 11 Quarterly Instalments Receivables
Central Bank of 20 Quarterly Installments Receivables
24-Dec-2020 24-Dec-2025 50,000.00 27,177.64
India
Indusind Bank 31-Dec-2020 31-Dec-2023 15,000.00 5,624.05 Bullet. 31.12.2023 Receivables
Hongkong and 6 Quarterly Installments Receivables
Shanghai Banking 12-Feb-2021 12-Aug-2023 85,000.00 13,364.64
Corp Ltd
Union Bank of 20 Quarterly Installments Receivables
05-Mar-2021 05-Mar-2026 50,000.00 29,331.28
India
Uco Bank 23-Mar-2021 23-Mar-2026 20,000.00 11,604.71 60 Monthly Installments Receivables
Uco Bank 23-Mar-2021 23-Mar-2026 20,000.00 11,604.71 60 Monthly Installments Receivables
Dhanlakshmi 12 Quarterly Installments Receivables
31-Mar-2021 31-Mar-2024 5,000.00 1,635.30
Bank
Federal Bank 31-Mar-2021 30-Mar-2025 20,000.00 9,752.19 48 Monthly Installments Receivables
South Indian Bank 22-Jun-2021 22-Jun-2023 7,500.00 932.35 8 Quarterly Installments Receivables
Emirates Nbd 12 Quarterly Instalments Receivables
25-Jun-2021 30-Jun-2024 7,000.00 2,917.19
Bank Pjsc
Axis Bank 30-Jun-2021 30-Jun-2024 50,000.00 20,606.25 12 Quarterly Instalments Receivables
HDFC Bank 30-Jun-2021 30-Jun-2024 32,500.00 13,542.02 12 Quarterly Instalments Receivables
HDFC Bank 30-Jun-2021 30-Jun-2024 17,500.00 7,291.26 12 Quarterly Instalments Receivables
Equitas Small 35 Monthly Instalments Receivables
30-Jun-2021 05-Jul-2024 20,000.00 8,938.63
Finance Bank
Indian Bank 02-Sep-2021 02-Sep-2026 1,50,000.00 1,00,605.68 60 Monthly Instalments Receivables
Indian Overseas 20 Quarterly Installments Receivables
16-Sep-2021 30-Jun-2026 30,000.00 19,214.35
Bank
Canara Bank 29-Sep-2021 29-Sep-2026 50,000.00 34,281.71 20 Quarterly Installments Receivables
Standard Charterd Bullet Receivables
29-Sep-2021 29-Apr-2024 17,500.00 17,497.10
Bank
Indusind Bank 30-Sep-2021 30-Sep-2024 20,000.00 14,833.88 Bullet Receivables
DBS Bank Ltd 30-Sep-2021 30-Sep-2024 20,000.00 9,998.52 Bullet Receivables
Doha Bank 29-Sep-2021 01-Oct-2024 2,400.00 1,200.05 12 Quarterly Installments Receivables
Doha Bank 29-Sep-2021 01-Oct-2024 3,600.00 1,800.08 12 Quarterly Insatllments Receivables
JPMorgan Chase Bullet Receivables
25-Oct-2021 25-Apr-2023 35,000.00 35,002.44
Bank
Keb Hana Bank 28-Dec-2021 28-Dec-2024 5,000.00 2,918.17 12 Quarterly Installments Receivables
UCO Bank 31-Dec-2021 31-Dec-2026 20,000.00 14,914.78 60 Monthly Installments Receivables
Union Bank Of 20 Quarterly Installments Receivables
30-Dec-2021 30-Dec-2026 50,000.00 37,067.57
India
HDFC Bank 31-Dec-2021 30-Jun-2025 57,500.00 36,682.56 14 Quarterly Instalments Receivables
HDFC Bank 31-Dec-2021 30-Jun-2025 17,500.00 11,164.25 14 Quarterly Instalments Receivables
HDFC Bank 31-Mar-2022 30-Sep-2025 75,000.00 53,571.43 14 Quarterly Installments Receivables
HDFC Bank 31-Mar-2022 30-Sep-2025 25,000.00 17,857.14 14 Quarterly Installments Receivables
Indian Overseas 20 Quarterly Installments Receivables
29-Mar-2022 30-Mar-2027 20,000.00 15,970.80
Bank
Hongkong And 20 Quarterly Installments Receivables
Shanghai Banking 24-Mar-2022 12-Feb-2027 45,000.00 36,010.45
Corp Ltd
Dhanlakshmi 16 Quarterly Installments Receivables
31-Mar-2022 31-Mar-2026 3,750.00 2,809.06
Bank
Jana Small 36 Monthly Installments Receivables
Finance Bank 25-Mar-2022 03-Apr-2025 7,500.00 5,425.29
(Emi)
Bandhan Bank 31-Mar-2022 29-Mar-2025 15,000.00 9,990.89 12 Quarterly Installments Receivables
HDFC Bank 30-Jun-2022 29-Dec-2025 65,000.00 49,766.85 14 Quarterly Installments Receivables
HDFC Bank 30-Jun-2022 29-Dec-2025 35,000.00 26,872.32 14 Quarterly Installments Receivables
Hongkong And 20 Quarterly Installments Receivables
Shanghai Banking 27-Jun-2022 26-Jun-2027 10,000.00 8,318.82
Corp Ltd
Deutsche Bank 10-May-2022 08-May-2026 30,000.00 29,503.71 Bullet Receivables
Canara Bank 30-Jun-2022 30-Jun-2027 50,000.00 41,814.04 20 Quarterly Installments Receivables
Bandhan Bank 31-May-2022 29-Mar-2025 5,000.00 3,336.24 12 Quarterly Installments Receivables
Axis Bank 15-Jul-2022 01-Jul-2026 75,000.00 58,902.45 16 Quarterly Installements Receivables
Axis Bank 15-Jul-2022 01-Jul-2026 40,000.00 31,414.64 16 Quarterly Installements Receivables
Bandhan Bank 29-Jul-2022 29-Mar-2025 5,000.00 3,333.24 12 Quarterly Installments Receivables
Hongkong And 20 Quarterly Installments Receivables
Shanghai Banking 18-Aug-2022 18-Aug-2027 45,000.00 40,510.95
Corp Ltd
Hongkong And 12 Quarterly Installments Receivables
Shanghai Banking 18-Aug-2022 18-Aug-2025 30,000.00 25,006.16
Corp Ltd
Citi Bank 19-Sep-2022 18-Sep-2025 30,000.00 24,999.54 12 Quarterly Installments Receivables
Punjab National 60 Monthly Installments Receivables
27-Sep-2022 27-Sep-2027 50,000.00 44,766.61
Bank
Bank Of Baroda 28-Sep-2022 28-Sep-2027 1,00,000.00 89,261.94 20 Quarterly Installments Receivables
Canara Bank 30-Sep-2022 30-Sep-2027 50,000.00 44,201.12 20 Quarterly Installments Receivables
Indian Bank 30-Sep-2022 30-Sep-2027 35,000.00 32,986.22 19 Quarterly Installments Receivables
Uco Bank 20-Dec-2022 20-Dec-2027 25,000.00 23,620.75 60 Monthly Installments Receivables
Axis Bank 31-Dec-2022 31-Dec-2026 1,00,000.00 93,184.33 16 Quarterly Installments Receivables
Axis Bank 31-Dec-2022 31-Dec-2026 50,000.00 46,636.01 16 Quarterly Installments Receivables
Doha Bank 02-Mar-2023 01-Mar-2026 2,000.00 1,997.88 12 Quarterly Installments Receivables
Bank of 20 Quarterly Installments Receivables
27-Mar-2023 27-Sep-2028 75,000.00 74,344.63
Maharashtra
Bank Of Baroda 31-Mar-2023 31-Mar-2028 1,00,000.00 99,478.43 20 Quarterly Installments Receivables
Punjab National 20 Quarterly Installments Receivables
29-Mar-2023 29-Mar-2028 50,000.00 49,738.93
Bank
Emirates Nbd 12 Quarterly Installments Receivables
21-Mar-2023 21-Mar-2026 7,000.00 7,001.67
Bank Pjsc
Indian Bank 31-Mar-2023 30-Mar-2028 20,000.00 19,912.15 20 Quarterly Installments Receivables
Equitas Small 36 Monthly Installments Receivables
31-Mar-2023 05-Apr-2026 10,000.00 9,991.57
Finance Bank
Canara Bank 29-Mar-2023 29-Mar-2028 50,000.00 49,357.73 19 Quaterly Installments Receivables
Bandhan Bank 31-Mar-2023 31-Mar-2026 10,000.00 9,985.97 12 Quarterly Installments Receivables
Bank of Baroda 30-Jun-2018 30-Jun-2023 10,000.00 517.08 19 Quarterly Installments Receivables
Bank of Baroda 2-Jul-2018 30-Jun-2023 40,000.00 2,068.30 19 Quarterly Installments Receivables
Bank of Baroda 9-Jan-2019 9-Apr-2023 20,000.00 1,641.95 12 Quarterly Installments Receivables
Canara Bank 6-May-2019 6-May-2023 15,000.00 1,070.36 14 Quarterly Installments Receivables
Canara Bank 25-Nov-2019 25-Nov-2023 15,000.00 2,976.16 15 Quarterly Installments Receivables
Canara Bank 28-Nov-2019 28-Nov-2023 15,000.00 2,975.85 15 Quarterly Installments Receivables
Bank of India 26-Mar-2020 26-Mar-2024 60,000.00 21,583.90 11 Quarterly Installments Receivables
The Catholic 8 Quarterly Installments Receivables
28-Sep-2020 28-Sep-2023 6,000.00 1,484.34
Syrian Bank
Canara Bank 30-Sep-2020 30-Sep-2024 50,000.00 19,888.35 15 Quarterly Installments Receivables
Indian Bank 30-Sep-2020 30-Sep-2024 30,000.00 12,852.75 14 Quarterly Installments Receivables
Bank of Baroda 17-Dec-2020 16-Sep-2024 20,000.00 8,363.84 14 Quarterly Installments Receivables
Federal Bank 18-Dec-2020 18-Dec-2023 10,000.00 2,973.92 10 Quarterly Installments Receivables
Union Bank of 15 Quarterly Installments Receivables
31-Dec-2020 31-Dec-2024 20,000.00 9,192.27
India
HSBC Bank Ltd 16-Feb-2021 15-Feb-2024 15,000.00 5,001.33 33 Monthly Installments Receivables
Indian Overseas 14 Quarterly Installments Receivables
31-Mar-2021 31-Mar-2025 30,000.00 16,849.18
Bank
Canara Bank 27-May-2021 31-May-2025 20,000.00 11,881.58 15 Quarterly Installments Receivables
South Indian Bank 31-May-2021 31-May-2025 7,500.00 6,113.81 11 Installments Receivables
HDFC Bank Ltd 31-May-2021 31-May-2023 25,000.00 2,105.82 24 Monthly Installments Receivables
HDFC Bank Ltd 31-May-2021 31-May-2024 50,000.00 19,569.84 36 Monthly Installments Receivables
Indian Overseas 14 Quarterly Installments Receivables
22-Jun-2021 30-Jun-2025 15,000.00 9,505.18
Bank
Ujjivan Small 24 Monthly Installments Receivables
30-Jun-2021 30-Jun-2023 7,500.00 932.73
Finance Bank Ltd
Equitas Small 12 Quarterly Installments Receivables
30-Jun-2021 5-Jul-2024 10,000.00 5,018.98
Finance Bank
Barclays Bank 30-Jun-2021 30-Jun-2023 15,000.00 1,862.91 8 Quarterly Installments Receivables
Federal Bank 30-Jun-2021 30-Jun-2024 5,000.00 2,488.66 10 Quarterly Installments Receivables
Bank of 15 Quarterly Installments Receivables
27-Aug-2021 26-Aug-2025 25,000.00 16,709.17
Maharashtra
Indian Bank 31-Aug-2021 30-Aug-2025 50,000.00 41,251.05 12 Quarterly Installments Receivables
HSBC Bank Ltd 21-Sep-2021 20-Sep-2024 12,500.00 6,820.09 33 Monthly Installments Receivables
Indian Bank 30-Sep-2021 30-Sep-2025 30,000.00 25,215.94 12 Quarterly Installments Receivables
Indian Bank 22-Oct-2021 22-Oct-2025 70,000.00 64,678.95 12 Quarterly Installments Receivables
Indian Overseas 14 Quarterly Installments Receivables
25-Oct-2021 31-Oct-2025 5,000.00 3,874.13
Bank
Canara Bank 17-Nov-2021 17-Nov-2026 50,000.00 38,929.83 19 Quarterly Installments Receivables
Axis Bank Ltd 25-Nov-2021 30-Nov-2024 20,000.00 15,523.70 9 Quarterly Installments, Receivables
Yes Bank 26-Nov-2021 26-Nov-2024 12,000.00 6,648.62 36 Monthly Installments Receivables
HDFC Bank Ltd 31-Dec-2021 30-Dec-2024 50,000.00 29,365.12 36 Monthly Installments Receivables
Karur Vyasa Bank 4-Jan-2022 31-Mar-2025 5,000.00 3,310.60 36 Monthly Installments Receivables
Federal Bank 21-Jan-2022 21-Jan-2025 10,000.00 7,967.13 10 Quarterly Installments Receivables
Woori Bank 24-Jan-2022 24-Jan-2025 6,000.00 3,617.83 36 Monthly Installments Receivables
South Indian Bank 25-Jan-2022 25-Jan-2026 7,000.00 6,979.53 11 Quarterly Installments Receivables
Union Bank of 15 Quarterly Installments Receivables
25-Jan-2022 25-Jan-2026 20,000.00 15,766.83
India
Hdfc Bank Ltd 27-Jan-2022 26-Jan-2024 25,000.00 10,492.45 24 Monthly Installments Receivables
Bank of Baroda 10-Feb-2022 10-Feb-2026 25,000.00 21,316.93 14 Quarterly Installments Receivables
Bank of Baroda 10-Feb-2022 10-Feb-2026 25,000.00 21,434.18 14 Quarterly Installments Receivables
DBS Bank 29-Mar-2022 29-Mar-2024 5,000.00 3,127.67 8 Quarterly Installments Receivables
DBS Bank 12-Apr-2022 29-Mar-2024 15,000.00 9,383.01 8 Quarterly Installments Receivables
HDFC Bank Ltd 27-May-2022 26-May-2025 50,000.00 36,337.32 36 Monthly Repayments Receivables
HDFC Bank Ltd 30-May-2022 27-May-2024 50,000.00 29,357.09 24 Monthly Repayments Receivables
RBL Bank 6-Jun-2022 6-Jun-2024 15,000.00 9,347.98 8 Quarterly Installments Receivables
Canara Bank 21-Jun-2022 30-Jun-2027 30,000.00 26,356.56 19 Quarterly Installments Receivables
Ujjivan Small 24 Monthly Installments Receivables
30-Jun-2022 30-Jun-2024 5,000.00 3,117.21
Finance Bank Ltd
Bank Of Baroda 30-Jun-2022 27-Jun-2026 50,000.00 46,218.12 14 Quarterly Installments Receivables
Indusind Bank 30-Jun-2022 30-Jun-2025 50,000.00 36,887.16 36 Monthly Installments Receivables
Bandhan Bank 30-Jun-2022 29-Jun-2026 20,000.00 17,305.72 15 Quarterly Installments Receivables
Federal Bank 09-Sep-2022 09-Sep-2026 7,500.00 7,457.80 14 Quarterly Installments Receivables
Federal Bank 09-Sep-2022 09-Sep-2026 7,500.00 7,450.77 14 Quarterly Installments Receivables
Indian Bank 30-Sep-2022 30-Sep-2026 35,000.00 32,768.58 15 Quarterly Installments Receivables
Canara Bank 30-Sep-2022 30-Sep-2027 30,000.00 27,913.05 19 Quarterly Installments Receivables
RBL Bank 14-Oct-2022 14-Sep-2024 8,000.00 7,001.82 8 Quarterly Installments Receivables
Bank Of Baroda 27-Oct-2022 27-Oct-2026 50,000.00 50,012.33 14 Quarterly Installments Receivables
State Bank of Bullet Receivables
24-Feb-2023 11-Apr-2023 18,000.00 18,000.04
India
State Bank of Bullet Receivables
24-Feb-2023 11-Apr-2023 18,000.00 18,000.04
India
41,17,900.00 2700661.74
**Security: Secured by an exclusive charge by way of hypothecation of specific movable assets being fixed/current assets relating to
hypothecation loans.
***As per Ind AS.
4,89,363.85
**Security: Secured by hypothecation of specific assets covered under hypothecation loan agreements
**Security: Secured by hypothecation of specific assets covered under hypothecation loan agreements.
**Security: Secured by an exclusive charge by way of hypothecation of specific movable assets being fixed/current assets
relating to hypothecation loans.
***As per Ind AS
Repayable on Demand
1 BANK OF INDIA 14,999.49
Repayable on Demand
2 INDIAN BANK 70.78
Repayable on Demand
3 CANARA BANK 103.83
Repayable on Demand
4 UCO BANK 3,492.07
Repayable on Demand
5 BANK OF BARODA 7.59
Repayable on Demand
6 HDFC BANK 27,611.73
Repayable on Demand
7 CANARA BANK 110.87
Total 46,396.35
**Security: Secured by an exclusive charge by way of hypothecation of specific movable assets being fixed/current
assets relating to hypothecation loans.
***As per Ind AS.
****No prepayment charges applicable.
Note** The Company's secured non-convertible debentures are secured by specific assets covered under
hypothecation loan agreements and by way of exclusive charge and equitable mortgage of immovable property as
per the terms of issue.
Tenor / Amount
Period of outstanding as Date of
Series Coupon Issue size Date of Allotment Credit Rating
maturity(d on March 31, Redemption
ays) 2023
CRISIL AA+/Stable,
INE468M08078 3651 10.20% 2,500.00 2,694.69 25-Jun-2013 24-Jun-2023 CARE AA+; Stable
INE468M08086 3651 10.15% 2,000.00 2,153.09 28-Jun-2013 27-Jun-2023 CARE AA+; Stable
INE468M08102 3652 10.60% 1,000.00 1,067.38 12-Aug-2014 11-Aug-2024 CRISIL AA+/Stable
CRISIL AA+/Stable,
J1 5479 11.00% 2,920.00 3,081.09 30-Aug-2010 30-Aug-2025 CARE AA+; Stable
CRISIL AA+/Stable,
K1A 6575 11.05% 2,500.00 2,678.03 15-Oct-2010 15-Oct-2028 CARE AA+; Stable
CRISIL AA+/Stable,
J2 5479 11.00% 2,500.00 2,630.16 09-Sep-2010 09-Sep-2025 CARE AA+; Stable
SD STFC-03 3650 10.25% 2,000.00 2,176.92 21-May-2013 19-May-2023 CRISIL AA+/Stable
CRISIL AA+/Stable,
SD STFC-04 5479 10.00% 1,500.00 1,618.36 29-May-2013 29-May-2028 CARE AA+; Stable
Series V 07-03 3652 11.00% 2,500.00 2,631.58 04-Oct-2013 04-Oct-2023 CARE AA+; Stable
Series V 07-01 3652 10.25% 2,500.00 2,689.55 05-Jul-2013 05-Jul-2023 CRISIL AA+/Stable
CRISIL AA+/Stable,
SD STFC-06 3652 10.15% 5,000.00 5,388.77 24-Jun-2013 24-Jun-2023 CARE AA+; Stable
SD STFC-07 3652 10.10% 2,500.00 2,690.61 28-Jun-2013 28-Jun-2023 CARE AA+; Stable
R07 3652 10.65% 2,000.00 2,194.62 02-May-2013 02-May-2023 CARE AA+; Stable
CRISIL AA+/Stable,
R08 3652 10.65% 2,350.00 2,578.67 02-May-2013 02-May-2023 CARE AA+; Stable
CRISIL AA+/Stable,
SD STFC-02 3652 10.25% 1,000.00 1,088.51 20-May-2013 20-May-2023 CARE AA+; Stable
CRISIL AA+/Stable,
PPD_2015 16 2922 10.10% 6,700.00 7,039.28 30-Sep-2015 30-Sep-2023 CARE AA+; Stable
PPD_2016 17 1 CRISIL AA+/Stable, IND
OPT I 2737 8.50% 4,000.00 4,107.69 01-Dec-2016 30-May-2024 AA+/Stable
PPD_2016 17 1 CRISIL AA+/Stable, IND
OPT II 3652 8.50% 6,000.00 6,145.73 01-Dec-2016 01-Dec-2026 AA+/Stable
CRISIL AA+/Stable, IND
PPD_2016 17 2 3652 8.50% 7,500.00 7,630.62 29-Dec-2016 29-Dec-2026 AA+/Stable
CRISIL AA+/Stable, IND
SUB-17-18-01 3650 8.20% 10,000.00 10,290.83 17-Oct-2017 15-Oct-2027 AA+/Stable
CRISIL AA+/Stable, IND
SUB-17-18-02 3650 8.20% 10,000.00 10,277.37 17-Oct-2017 15-Oct-2027 AA+/Stable
CRISIL AA+/Stable, IND
SUB-17-18-03 3650 8.20% 3,500.00 3,630.53 17-Oct-2017 15-Oct-2027 AA+/Stable
CRISIL AA+/Stable, IND
SUB-17-18-04 3650 8.20% 1,000.00 1,037.29 17-Oct-2017 15-Oct-2027 AA+/Stable
CRISIL AA+/Stable, IND
SUB-17-18-05 3650 8.20% 1,500.00 1,552.76 17-Oct-2017 15-Oct-2027 AA+/Stable
CRISIL AA+/Stable, IND
SUB-17-18-06 3650 8.20% 1,400.00 1,448.39 17-Oct-2017 15-Oct-2027 AA+/Stable
CRISIL AA+/Stable, IND
SUB-17-18-06-01 3650 8.20% 500.00 517.43 17-Oct-2017 15-Oct-2027 AA+/Stable
CRISIL AA+/Stable, IND
SUB-17-18-06-02 3650 8.20% 1,000.00 1,037.29 17-Oct-2017 15-Oct-2027 AA+/Stable
CRISIL AA+/Stable, IND
SUB-17-18-07 3650 8.20% 500.00 517.28 17-Oct-2017 15-Oct-2027 AA+/Stable
CRISIL AA+/Stable, IND
SUB-17-18-02 3653 9.00% 10,000.00 9,989.23 23-Mar-2018 23-Mar-2028 AA+/Stable
CRISIL AA+/Stable, IND
SUB-17-08-02-02 2588 8.95% 4,000.00 3,991.69 28-Mar-2018 28-Apr-2025 AA+/Stable
CRISIL AA+/Stable, IND
SUB-17-08-02-01 3653 9.00% 99,500.00 99,295.52 28-Mar-2018 28-Mar-2028 AA+/Stable
CRISIL AA+/Stable, IND
SUB-18-09-01 1976 10.25% 65,000.00 63,118.61 28-Nov-2018 26-Apr-2024 AA+/Stable
CRISIL AA+/Stable, IND
SUB-18-19-02 3653 10.51% 1,000.00 1,024.05 12-Dec-2018 12-Dec-2028 AA+/Stable
CRISIL AA+/Stable, IND
SUB-18-19-01-02 1976 10.25% 65,000.00 63,141.60 28-Nov-2018 26-Apr-2024 AA+/Stable
CRISIL AA+/Stable, IND
SUB-18-19-01-03 1976 10.25% 47,500.00 46,123.45 28-Nov-2018 26-Apr-2024 AA+/Stable
CRISIL AA+/Stable, IND
SUB-18-19-02-02 3653 10.51% 2,500.00 2,579.18 12-Dec-2018 12-Dec-2028 AA+/Stable
CRISIL AA+/Stable, IND
SUB--18-19-03 2188 10.25% 55,000.00 53,760.84 31-Dec-2018 27-Dec-2024 AA+/Stable
SERIES STFCL SD CRISIL AA+/Stable, IND
2022-2023 3653 8.75% 11,500.00 11,657.05 25-Oct-2022 25-Oct-2032 AA+/Stable
SERIES STFCL SD CRISIL AA+/Stable, IND
- 01 2022-2023 3534 8.75% 50.00 5,109.07 21-Feb-2023 25-Oct-2032 AA+/Stable
4,54,370.00 4,52,384.83 5,109.07
NIL
11,21,534.99 12,51,328.26
Details of Deposits:
(Rs. In lacs)
Amount
outstanding** as on
Lender/ Instrument/ Investors Maturity Date Secured/ Unsecured
MARCH 2023 (₹ in
lacs)
Deposits – Public deposit Unsecured
34,46,293.30 Redeemable over a period of 12 to 60 months
Deposits – Corporate Unsecured
1,46,784.36 Redeemable over a period of 12 to 60 months
Recurring Deposits Unsecured
20,905.11 12 to 60 months
Total
36,13,982.78
**As per Ind AS.
Sr. Name of the NCD Holder Category of NCD Face value of NCD Holding as a
No. Holder NCD holding percentage of total Debt
Securities outstanding of
the issuer.
1 LIFE INSURANCE CORPORATION OF Insurance 10,075.00 28.98%
INDIA Company
2 ADITYA BIRLA SUN LIFE TRUSTEE Mutual Fund 1,570.00 4.52%
PRIVATE LIMITED
3 STANDARD CHARTERED BANK Foreign Bank 1,425.00 4.10%
Details of Rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures / Preference
Shares) as on March 31, 2023:
The Company till date has not issued any debt securities for consideration other than cash in whole or part/
pursuance of an option. The Company has issued debt securities at a Discount. Details of secured debt
securities issued at a Discount as on Mar 31, 2023 are as follows:
(Rs in Lacs)
Issued value
ISIN NO. Rating Amount
(in lacs)
INE721A08CY4 CRISIL AA+/Stable, IND AA+/Stable 3500 3486
INE721A08CY4 CRISIL AA+/Stable, IND AA+/Stable 1000 986
INE721A08CY4 CRISIL AA+/Stable, IND AA+/Stable 1500 1479
INE721A08CY4 CRISIL AA+/Stable, IND AA+/Stable 1200 1157
INE721A08CY4 CRISIL AA+/Stable, IND AA+/Stable 200 193
INE721A08CY4 CRISIL AA+/Stable, IND AA+/Stable 500 496
INE721A08CY4 CRISIL AA+/Stable, IND AA+/Stable 1000 995
INE721A08CY4 CRISIL AA+/Stable, IND AA+/Stable 500 498
9400
Legal Proceedings
We are, from time to time, involved in a number of legal proceedings in the ordinary course of our business, which
involve matters pertaining to, amongst others, tax, regulatory, recovery proceedings and other disputes. Except as
disclosed below, there is no outstanding litigation involving our Company that would have a material and adverse
effect on the operations or the financial position of the Company.
Further, except as stated below, our Company is not aware of any pending litigation involving the Company which
involves issues of moral turpitude or criminal liability, material violations of statutory regulations or proceedings
relating to economic offences.
1. Our Company filed an appeal before the Supreme Court of India, Special Leave Petition (Civil) (9711-
9713) of 2014 against the common final judgment and order dated October 8, 2013 passed by the High
Court of Judicature at Calcutta in Writ Petition No. 24 of 2010, Writ Petition No. 4 of 2011 and Writ
Petition No. 6 of 2011 challenging the decision to uphold the imposition of value added tax on NBFCs
disposing off vehicles for recovery of loans taken by borrowers by treating said NBFCs as dealers as
defined under Section 2 (11) of the West Bengal Value Added Tax 2003. The aforesaid matter is pending
hearing and final decision.
2. Our Company, on April 8, 2019, received a showcause notice dated March 30, 2019 (the “SCN”) from the
Directorate of Enforcement which functions under the aegis of Ministry of Finance, Government of India.
The SCN relates to the issue of warrants by SHMPL to a non-resident investor pursuant to a share
subscription agreement executed in 2006. It is alleged in the SCN that warrants issued by SHMPL were
not permitted instruments which could be issued to non-resident investors in 2006 and accordingly there
was a contravention of provisions of the FEMA and the relevant rules made thereunder to the extent of Rs.
24,360.12 lacs. The SCN was issued to our Company in its capacity as a successor in interest of SHMPL
to show cause as to why adjudication proceedings should not be initiated against it and certain individuals
who were the then directors of SHMPL at the relevant time. During 2006 and 2007, SHMPL, which was
classified as an investment holding company under the applicable regulatory regime, issued equity shares
and warrants to Newbridge India Investments II Limited (the “Newbridge”). The approval granted by the
Foreign Investment Promotion Board, also functioning under the aegis of Ministry of Finance,
Government of India (“FIPB”) (the “FIPB Approval”), permitted SHMPL to issue equity shares to the
Newbridge and investment by SHMPL in equity shares and warrants to be issued by three non-banking
financial companies in which 100% foreign direct investment was permitted under the extant direct foreign
investment policy of the government of India, utilising the monies received from the Newbridge. All
warrants issued by SHMPL to the Newbridge were converted into equity shares of SHMPL in 2006 and
2007. There was a delay on the part of SHMPL in filing the relevant forms indicating the receipt of monies
from the Newbridge and issue of equity shares and warrants against such receipt, and the relevant forms
were filed in 2013 (after amalgamation of SHMPL with our Company). Our Company, in the capacity of
successor of interest of erstwhile SHMPL had filed a compounding application for the delay and had paid
the penalty imposed on us by the RBI. At this time, the RBI had referred to the FIPB Approval (as amended
by a subsequent letter from the FIPB dated January 31, 2006) and indicated that since the FIPB Approval
only mentioned the issue of equity shares to the Newbridge, a post-facto approval/ clarification be obtained
from the FIPB regarding issue of warrants to the Newbridge. Accordingly, our Company had, in a letter
dated March 14, 2013 written to the FIPB, in response to which a letter dated March 20, 2013 was received
by our Company from the FIPB stating that the policy regarding issue of warrants was not explicit in the
year 2006 when the warrants in question were issued by then SHMPL and that since the warrants in
question have already been converted into equity shares, there was no requirement of their approval. In the
years 2016 and 2017, the Enforcement Directorate raised queries in relation to the aforementioned issue
of warrants in the year 2006 by SHMPL, to which our Company has responded and provided all documents
requested, including by way of personal appearances and submissions made by our executive director and
senior management personnel. Pursuant thereto, the Company received the SCN on April 8, 2019. Our
Company has filed its reply to the SCN on June 6, 2019 setting out why the Company believes that the
issuance of the SCN was not warranted. The Company received an order dated March 4, 2020 from the
Directorate of Enforcement (“ED”) which imposed a penalty of Rs. 50,000,000 on the Company in
connection with the matter citing contravention of provisions of Section 6(3)(b) of FEMA, 1999 read with
Regulation 4 of Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside
India) Regulations, 2000. In this regard, the ED has also levied a penalty of Rs. 5,000,000, each, on three
persons, the then directors of the erstwhile SHMPL. Our Company has further filed a writ petition dated
June 4, 2020 before the High Court of Madras, requesting, interalia, for a stay of the order dated March 4,
2020. On July 1, 2020, the High Court of Madras has admitted the Company's writ petition challenging
the order dated March 04, 2020 of the Directorate of Enforcement (ED) levying penalty of Rs. 50,000,000
on the Company and granted conditional stay order with the direction to the Company to deposit 25% of
the penalty amount in the Court and the three persons to deposit 10% of their respective penalty amounts
with the court within four weeks. The Company has deposited the amount with the Hon’ble Madras High
Court. The matter is sub judice. The Deputy Legal Adviser, Directorate of Enforcement has filed an appeal
before the Hon’ble Appellate Tribunal for Foreign Exchange, New Delhi (Appellate Tribunal) against the
said order dated March 04, 2020 of the Special Director of Enforcement. The Company will contest the
appeal filed in the Hon’ble Appellate Tribunal in the competent forum to seek appropriate legal remedy.
In relation to the SCN received by the Company in relation to the issue of warrants by SHMPL, our
Company and our Director Mr. Ravi Devaki Venkataramam (erstwhile director of SHMPL and two
persons, the erstwhile directors of the erstwhile SHMPL have received notices dated February 24, 2021
issued by the Zonal office of the Enforcement Directorate (“Final Demand Notices”), referring to its order
of March 4, 2020 and the fact that payment has not been made as per the terms of the aforementioned
notice. The notice provides a final opportunity to the addressees to make payment of the balance amount
(over and beyond the monies deposited in accordance with the conditional stay order of the High Court of
Madras) within 10 days of receipt of the notice. On March 11, 2021 the Company, said Director and the
two erstwhile directors of SHMPL have sent replies to the Final Demand Notice, referring to the stay order
granted by the High Court of Madras and stating that amounts paid by them have been paid as per the
directions of the High Court of Madras. The reply further highlights that the order of the High Court was
issued in the presence of the Enforcement Directorate and the payment of monies in accordance with the
order has been acknowledged by the Enforcement Directorate. Accordingly, the replies call for withdrawal
of the Final Demand Notices.
3. Transgulf Frozen Food Containers Private Limited had filed, a first information report against, interalia,
our Company, our former director Mr. Arun Duggal and our Director Mr. Umesh Govind Revankar, on
December 26, 2014 at the Kavi Nagar Police Station, District Ghaziabad under Sections 420, 467, 468,
471 and 120-B of the Indian Penal Code, 1860. A charge sheet was filed and a criminal case no. 10030 of
2016 read with case no. 2784/2017 was initiated against our Company. Mr. Umesh Revankar, director
made personal appearance in the Court on 6th October,2022 and denied all charges contained in the
charged sheet filed against him. His discharge application is pending in the court. Mr. Arun Duggal has
sought exemption for personal appearance in the Court .Vide order dated 19th October, 2022, the Hon’ble
High Court, Allahabad , allowed his application for exemption from personal appearance in the court and
quashed the impugned order dated 29th September, 2019 passed by the Additional Sessions Judge ,
Ghaziabad in Criminal Application No. 32 of 2019 and order dated 27th October,2018 passed by the
Additional Chief Judicial Magistrate , Ghaziabad in Criminal case No. 2784 of 2017 and remanded the
case to the Trial Court, Ghaziabad to consider and decide the discharge application of Mr. Arun Duggal
afresh in accordance with law. The Trial Court, Ghaziabad pronounced its order on 6th December, 2022
to dismiss the discharge application of Mr. Arun Duggal. The copy of the order is awaited. Mr. Arun
Duggal has filed a revision petition before the session court,Ghaziabad against the Discharge application.
4. Mr. Praveen Sharma has filed a first information report dated August 3, 2015 under Sections 406, 420, 465
and 506 of the Indian Penal Code, 1860, against, interalia, our Director, Mr. Umesh Govind Revankar in
relation to non-payment of his fees. The matter is currently pending before the Chief Judicial Magistrate,
Lucknow. Thereafter, Mr. Revankar and certain other defendants had filed a petition before the High Court
seeking quashing of the FIR. The petition has been disposed off by the High Court by way of an order
dated April 25, 2016 on the ground that the cause of action was purely of a civil nature and with a direction
to the State of UP to file the final report. The complainant has subsequently filed a protest petition before
the Chief Judicial Magistrate, Lucknow, which is currently pending.
5. Mr. Abhishek Shukla has filed a first information report dated October 18, 2015 under Sections 406 and
420 of the Indian Penal Code, 1860, against, inter-alia, our Director, Mr. Umesh Govind Revankar in
relation to non-payment of his fees. The matter is currently pending before the Chief Judicial Magistrate,
Lucknow. Thereafter, a petition by the defendants was filed before the High Court seeking quashing of the
FIR. The petition has been disposed off by the High Court by way of an order dated April 1, 2016 on the
ground that the cause of action was purely of a civil nature and with a direction to the State of UP to file
the final report. The matter is currently pending. The complainant has subsequently filed a protest petition
before the Chief Judicial Magistrate, Lucknow, which is currently pending.
6. Our Company filed a writ petition (7638/ 2009) before the High Court of Andhra Pradesh against the
orders passed by the Commercial Tax Officer, Tirupati, dated March 20, 2009 where it has been held that
STFC is liable to be assessed for tax under the Andhra Pradesh Value Added Tax Act, 2005 and the Andhra
Pradesh General Sales Tax Act, 1957 for the years 2004-2005 and accordingly, STFC is liable to pay
penalty on account of its alleged failure to obtain registration under the Andhra Pradesh General Sales Tax
Act, 1957. Pursuant to the writ petition, the Company challenged the notices dated March 21, 2009, issued
by the Commercial Tax Officer, Andhra Pradesh, proposing to levy interest and penalty. The High Court
of Andhra Pradesh has, vide its order dated April 15, 2009, stayed the operation of the orders passed by
the Commercial Tax Officer Tirupati subject to the Company depositing one-third of the disputed tax
amount within four weeks from the date of aforesaid order, which the Company has deposited with the
Hon’ble High Court. The aforesaid petition is pending hearing and final disposal.
7. Certain criminal cases and recovery suits have been filed by our Company against various parties in
relation to alleged violations arising in the ordinary course of our business and operations under, amongst
others, the Indian Penal Code. These matters are currently pending at various stages of adjudication.
Show cause notices and proceedings initiated by SEBI against the Company, Promoter or Promoter Group: NIL
1. Our Company filed a writ petition (no. 26590/2017 and no. 27066 to 27076/2017) before the High Court
of Karnataka challenging the correctness of various orders of re-assessment passed by the Deputy
Commissioner of Commercial Taxes, Bengaluru, under sections 39(1), 72(2) and 36(1) of the Karnataka
Value Added Tax Act, 2003 (relating to interest amounts and penalty payable) pertaining to the tax period
from 2010-2017. The issue under consideration in these petitions is whether a person (like our Company)
is a “Dealer” within the Karnataka Value Added Tax Act, 2003 and whether on the sale by way of auction
of the vehicles re-possessed from a defaulting borrower, our Company is liable to pay value added tax on
such sale. The Honorable High Court of Karnataka, by its order dated 28 June 2017, has granted interim
relief stating that no coercive process shall be taken against our Company for recovery of the demand
amount by the Commercial Tax Officer, Bengaluru, subject to our Company depositing 30 per cent. of the
disputed tax amount within four weeks from the date of aforesaid order, which our Company has deposited
with the High Court. The petition is pending hearing and final disposal. Our Company has also prayed to
stay all further proceedings pursuant to order of re-assessment and consequential notice of demand dated
February 8, 2019 passed by Deputy Commissioner of Commercial Taxes (Audit) under Section 39(1) of
the Act, pertaining to assessment periods commencing from April 1, 2016 to March 31, 2017.
2. Our Company is contesting several disputed income tax, service tax and VAT matters before various
appellate authorities. The contingent liabilities as per Indian Accounting Standard 37 as of March 31, 2023
included contingent liabilities in respect of income tax demands where the Company has filed an appeal
before various authorities of ₹ 55.87 crores, VAT demand where the Company has filed an appeal before
various appellate courts aggregating ₹ 4.92 crores and a service tax demand for ₹ 2,056.61 crores.
3. Our Company has received an order dated 19 December 2018 from the Commissioner of CGST and
Central Excise demanding service tax on provision of collection of receivables in respect of Securitisation
/ Direct assignments, etc., amounting to INR 1,977.54 million for the period from 1 April 2008 to 31 March
2015. In relation to certain securitisation / direct assignment transactions, our Company had charged a
nominal fee or a nil fee for services provided in relation to collection and recovery of the assets assigned/
securitised and the Commissioner of CGST and Central Excise in their order has held that the services
rendered by us has not been adequately valued and accordingly service tax has to be paid on the taxable
value of our services (arrived at in the manner provided under the relevant rules and regulations in this
regard), irrespective of actual fee charged, if any. The same is disclosed under contingent liability. Our
Company has filed an appeal at the Customs Excise and Service Tax Appellate Tribunal, West Zonal
Bench Mumbai, in the month of March 2019. Our Company’s main contention in the appeal is that if the
parties have commercially agreed that the fee for certain services in nil or nominal, the tax on such service
should be limited to a portion of the fee so agreed upon. Matter is listed on 23/02/2023.
4. Our Company filed a writ petition (no. 45164 /2017) on 28 December 2017 before the High Court of
Judicature at Hyderabad for the State of Telangana and State of Andhra Pradesh (the “High Court”) against
the order passed by the Deputy Commissioner (CT), Secunderabad Division, Hyderabad in suo moto
revision proceeding in Rc.No.R1/46/2014 dated 8 November 2017. The issue under consideration in this
petition is whether NBFCs are liable to pay tax on the monies generated from sale of repossessed vehicles
for realizing the outstanding dues against loans advanced to customers and whether such sale of
repossessed vehicles would constitute a “sale” within the meaning of the Andhra Pradesh Value Added
Tax Act, 2005. The High Court of Judicature at Hyderabad for the State of Telangana and State of Andhra
Pradesh, by its order dated 2 January 2018, has granted stay of recovery of disputed tax, subject to our
Company paying one-third of the disputed tax amount within four weeks from the date of the aforesaid
order, which our Company has deposited with the High Court. Since our Company has already paid one-
third of the disputed tax amount, the High Court has in terms of its order dated August 20, 2020 granted
interim stay with respect to the proceedings. The petition is pending hearing and final disposal.
5. The Company has received an orders from the office of the Commissioner (CGST) dated September 30,
2020 and March 17, 2021 which has raised a demand to the tune of INR 1,402.72 Crores and INR 375.94
crores respectively for the period from FY 2006-07 to 2015-16 and FY 2016-17 to 2017-18 (upto June
2017) respectively including interest and penalty. The order has been made on the basis that the Company,
a registered NBFC, was providing hire-purchase and financial leasing services for commercial vehicles
and did not pay service tax on the income earned on the said activities. The services being carried out by
the Company referred to in the order came to light during the course of an audit of the accounts of Shriram
Investments Limited, an entity which has been merged into the Company with effect from April 01, 2005.
The Company has filed a writ petition in the Bombay High Court against the said Order received on
December 24, 2020.
There are no litigation, economic or securities related offences, civil or criminal prosecutions for any offences, or
regulatory proceedings (irrespective of whether they are covered under Part I of Schedule V of the Companies Act,
2013, as amended) tax liabilities, disputes, non-payment of statutory dues nor any defaults or arrears claimed against
or otherwise involving the Promoter, whose outcome have a material adverse effect on the financial position,
operations or prospects of the Company.
PART B
(i) A portfolio summary with regard to industries/ sectors to which borrowings have been made;
(Rs. in Crores)
Borrowing details As on March 31, 2023 As on March 31, 2022
(SFL) (STFC) As on March 31, 2021 (STFC)
Category
90,351
Borrowings in India 134670.27 83,406.02
24,146
Borrowings outside India 23236.02 22,790.39
1,14,496.71
Total 157906.29 1,06,196.41
Note - (1) The figures for the period after the appointed date for the merger of STFC and the Merged Entities (i.e.
April 01, 2022) have been restated to take the effect of merger and are therefore not comparable with figures of
STFC for the corresponding previous year periods or previously reported figures of STFC for the said quarters.
(2) SFL means Shriram Finance Limited
(3) STFC means Shriram Transport Finance Company Limited
(4) Merged Entities means Shriram Capital Limited and Shriram City Union Finance Limited
(ii) NPA exposures of the issuer for the last three financial years (both gross and net exposures) and
provisioning made for the same as per the last audited financial statements of the Issuer.
Sr.
Particulars ( Rs. in Crs) Mar 23 (SFL) Mar22 Mar-21
No.
Note - (1) The figures for the period after the appointed date for the merger of STFC and the Merged Entities (i.e.
April 01, 2022) have been restated to take the effect of merger and are therefore not comparable with figures of
STFC for the corresponding previous year periods or previously reported figures of STFC for the said quarters.
(2) SFL means Shriram Finance Limited
(3) STFC means Shriram Transport Finance Company Limited
(4) Merged Entities means Shriram Capital Limited and Shriram City Union Finance Limited
(iii) Quantum and percentage of secured vis-à-vis unsecured borrowings made; and
(iv) Any change in promoters’ holdings during the last financial year beyond the threshold, as prescribed by
RBI.
*Information required at borrower level (and not by loan account as customer may have multiple loan accounts);
^Issuer is also required to disclose off balance sheet items;
(vi) Denomination of loans outstanding by loan-to-value for secured loans as on March 31, 2023:
Sr. No. Ticket size (at the time of origination)* Percentage of AUM
1 Upto Rs. 2.5 lakh 19.79%
2 Rs. 2.5-5 lakh 33.87%
3 Rs. 5 - 10 lakh 34.46%
4 Rs. 10 - 25 lakh 7.39%
5 Rs. 25 - 1 crore 3.43%
6 >Rs. 1 crore 1.05%
Total 100%
*Information required at the borrower level (and not by loan account as a customer may have multiple loan accounts)
(x) Details of loans overdue and classified as non-performing in accordance with RBI’s stipulations:
Sr. No. Segment-wise gross NPA Gross NPA (%) Gross NPA (%)
March 22 March 21
1 Retail
A Mortgages (home loans and loans against
property)
B Gold loans
C Vehicle finance 78.71 84.07
D MFI
E MSME 21.05 15.73
F Capital market funding (loans against shares,
margin funding)
G Others 0.24 0.20
2 Wholesale
A Infrastructure
B Real estate (including builder loans)
C Promoter funding
D Any other sector (as applicable)
E Others
Total 100.00 100.00
(xii) Residual maturity profile of assets and liabilities (in line with the RBI format) as on March 31, 2023:
(Rs. In crores)
Deposits
* 263.83 116.96 453.06 636.32 788.10 2,473.58 4,756.63 18,544.71 8,240.84 - 36,274.03
Advances
** 4,457.12 1,256.69 2,111.70 6,088.57 6,253.71 18,430.17 33,643.35 77,070.05 19,287.81 3,385.41 1,71,984.58
Investme
nts 512.31 5.33 37.09 276.26 58.52 109.90 421.19 1,244.58 951.95 4,947.93 8,565.06
Borrowin 11,781.3
gs *** 615.24 1,145.61 3,143.82 3,901.76 6,848.22 8,798.20 15,203.93 38,184.56 9,802.53 0 99,425.17
Foreign
currency
assets - - - - - - - - - - -
Foreign
currency
liabilities - - 127.33 - 124.23 4,961.73 6,167.05 7,496.34 2,442.69 1,021.92 22,341.29
Part C
ix. Pre-issue and post issue shareholding pattern of the Company as on March 31, 2023:
Pre-issue Post-issue
Sl. Category
% of Shares
No. No. of Shares held % of Shares held No. of Shares held
held
A Promoters’ Holding
1 Indian
Individual - - - -
Shriram Capital Private Limited
(formerly known as Shriram
Financial Ventures (Chennai)
Pvt.Ltd.) 6,71,45,784 17.93 6,71,45,784 17.93
Shriram Ownership Trust
78,40,080 2.09 78,40,080 2.09
Shriram Value Services
Ltd.(Promoter Group) 1,29,93,461 3.47 1,29,93,461 3.47
Sanlam Life Insurance Limited
(Promoter Group) 75,36,951 2.01 75,36,951 2.01
Sub-total (A) 9,55,16,276 25.51 9,55,16,276 25.51
B Non-Promoters’ Holding
1 Institutional Investor 23,03,85,063 61.53 23,03,85,063 61.53
2 Non-Institutional Investor
Private corporate Bodies 2,40,48,607 6.42 2,40,48,607 6.42
Directors and relatives 70,213 0.02 70,213 0.02
Indian Public
1,40,21,897 3.74 1,40,21,897 3.74
Others Including Non-resident
Indians (NRIs)
1,03,85,220 2.77 1,03,85,220 2.77
Sub-total (B) 27,89,11,000 74.49 27,89,11,000 74.49
GRAND TOTAL 37,44,27,276 100.00 37,44,27,276 100.00
(a) The capital structure of the company in the following manner in a tabular form-
i. The authorised, issued, subscribed and paid up capital (number of securities, description and
aggregate nominal value);
TOTAL 426,550.00
ISSUED
37,44,27,276 Equity Shares of Rs. 10 /- each 37,442.73
SUBSCRIBED
37,44,27,276 Equity Shares of Rs. 10 /- each 37,442.73
NOTES:
The Equity Shares allotted for consideration other than cash are as follows:
a) 6,06,33,350 fully paid-up Equity Shares of our Company have been allotted to
the shareholders of Shriram Investments Ltd (SIL), pursuant to a scheme of
amalgamation sanctioned by the Hon’ble High Court of Madras vide its order
dated November 25, 2005, in a ratio of 1 fully paid up Equity Share of our
Company, for every 1 fully paid up equity share of the face value of Rs. 10/- each,
of SIL;
b) 1,86,45,886 fully paid-up Equity Shares of our Company have been allotted to
the shareholders of Shriram Overseas Finance Ltd (SOFL), pursuant to a scheme
of amalgamation sanctioned by the Hon’ble High Court of Madras vide its order
dated December 1, 2006, in a ratio of 3 fully paid up Equity Shares of our
Company, for every 5 fully paid up equity shares of the face value of Rs. 10/-
each, of SOFL;
Issue of upto 5,00,000 (five lakhs): (i) Secured Rated Listed Redeemable Non-Convertible Debentures of face
value of Rs. 1,00,000 (Rupees One Lakh only) (or any higher amount as otherwise specified) each; and/or (ii)
Secured Rated Listed Redeemable Taxable Principal Protected Market Linked Non-Convertible Debentures of
face value of Rs. 1,00,000 (Rupees One Lakh only) (or any higher amount as otherwise specified) each, for an
amount aggregating upto Rs. 50,00,00,00,000/- (Rupees five thousand crores only), proposed to be issued on
private placement basis, in multiple Tranche/ Series, upon such term as shall be set out in this Shelf Placement
Memorandum read with the relevant Supplemental Placement Memorandum to be issued with respect to relevant
Tranche/ Series of Debentures.
(A) After the offer: The offer of Debentures in terms this Shelf Placement Memorandum and the Supplemental
Placement Memorandum will not have an impact on the Share Capital of the Company.
Note: there will be no change in capital structure, i.e. the issued, subscribed and paid up capital and share
premium account of the Company after issue of Debentures on private placement basis.
The details of the existing share capital of the issuer company in a tabular form, indicating therein with regard to
each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price
and the form of consideration:
Allotment of 17,43,44,710
equity shares pursuant to
Composite Scheme of
Arrangement and
Amalgamation involving
amalgamation of Shriram
Capital Limited (after de-
merger of a few
undertakings from the said
SCL and Shriram City Union
Finance Limited with the
Company
Total 37,44,27,276
Provided that the issuer company shall disclose the number and price at which each of the allotments were made in
the last one year preceding the date of the private placement offer cum application letter separately indicating the
allotments made for considerations other than cash and the details of the considerations in each case:
Date of allotment Number of equity Face Value (₹) Issue Price per Consideration
shares allotted equity share (₹)
December 12, 2022 1,03,907,563 10 - Shares issued for
consideration other than
cash pursuant to merger.
(b) Profits of the company, before and after making provision for tax, for the three financial years immediately
preceding the date of issue of private placement offer cum application letter:
(Rs. in Crores)
Year Profit Before Tax Provision for Tax Profit after Tax
F.Y.2021-22 3,549.25 841.32 2,707.93
F.Y. 2020-21 3,278.01 790.75 2,487.26
F.Y. 2019-20 3,438.67 936.83 2,501.84
(c) Dividends declared by the company in respect of the said three financial years; interest coverage ratio for
last three years (Cash profit after tax plus interest paid/interest paid)
(d) A summary of the financial position of the company as in the three audited balance sheets immediately
preceding the date of issue:
(e) Audited Cash Flow Statement for the three years immediately preceding the date of issue:
(f) Any change in accounting policies during the last three years and their effect on the profits and the reserves
of the company.
ANNEXURE VII -SUMMARY INFORMATION OF OUR UNCONSOLIDATED/STANDALONE ASSETS
AND LIABILITIES
Balance Sheet
(Rs. in crores)
As at As at 31.03.2023 As at 31.03.2023
Particulars 31.03.2023
ASSETS
Financial assets
Cash and cash equivalents
9,505.30 10,662.44 11,050.93
Bank balance other than (a) above
6,312.11 5,692.72 5,390.89
Derivative financial instruments
668.81 201.40 169.25
Receivables
(I) Trade receivables
17.00 5.35 8.92
(II) Other receivables 260.12 192.67 49.90
Loans
1,71,984.58 1,16,665.15 1,08,303.04
Investments
8,565.06 6,971.23 3,346.77
Other financial assets
72.70 51.45 49.03
Total financial assets 1,97,385.68 1,40,442.41 1,28,368.73
Non-financial Assets
Current tax assets (net)
716.97 228.24 171.73
Deferred tax assets (net)
1,743.92 869.38 639.14
Investment property
2.62 1.97 2.00
Property, plant and equipment
209.49 110.56 124.44
Right-of-use assets
490.21 302.52 308.51
Goodwill
1,406.73
Other intangible assets
1,217.65 3.04 2.39
Other non-financial assets
424.51 310.04 210.84
Intangible Assets under development
66.08
Total non-financial assets
6,278.18 1,825.75 1,459.05
Total assets
2,03,663.86 1,42,268.16 1,29,827.78
LIABILITIES AND EQUITY
Liabilities
Financial liabilities
Payables
(I) Trade payables
(i) total outstanding dues of micro enterprises and small
enterprises - 0.02 -
(ii) total outstanding dues of creditors other than micro
enterprises and small enterprises 293.24 166.01 255.51
(II) Other payables
(i) total outstanding dues of micro enterprises and small
enterprises 0.36 1.46 0.37
(ii) total outstanding dues of creditors other than micro
enterprises and small enterprises 1.09 1.21 0.54
Debt securities
43,652.59 41,256.55 40,061.87
Borrowings (other than debt securities)
73,590.02 46,676.93 45,281.37
Deposits
36,139.83 21,948.98 16,232.41
Subordinated liabilities
4,523.85 4,614.25 4,620.76
As at As at 31.03.2023 As at 31.03.2023
Particulars 31.03.2023
Lease liabilities
563.46 349.43 349.49
Other financial liabilities
1,020.66 859.64 964.35
Total financial liabilities
1,59,785.10 1,15,874.48 1,07,766.67
Non-financial liabilities
Current tax liabilities (net)
160.89 36.82 102.02
Provisions
211.48 138.18 142.54
Deferred tax liabilities (net)
-
Other non-financial liabilities
199.75 124.42 99.26
Total non-financial liabilities
572.12 299.42 343.82
Total liabilities
1,60,357.22 1,16,173.90 1,08,110.49
Equity
Equity share capital
374.43 270.52 253.06
Other equity
42,932.21 25,823.74 21,464.23
Total equity
43,306.64 26,094.26 21,717.29
Total liabilities and equity
2,03,663.86 1,42,268.16 1,29,827.78
Note - (1) The figures for the period after the appointed date for the merger of STFC and the Merged
Entities (i.e. April 01, 2022) have been restated to take the effect of merger and are therefore not
comparable with figures of STFC for the corresponding previous year periods or previously reported
figures of STFC for the said quarters.
(2) SFL means Shriram Finance Limited
(3) STFC means Shriram Transport Finance Company Limited
(4) Merged Entities means Shriram Capital Limited and Shriram City Union Finance Limited
Note - (1) The figures for the period after the appointed date for the merger of STFC and the Merged
Entities (i.e. April 01, 2022) have been restated to take the effect of merger and are therefore not
comparable with figures of STFC for the corresponding previous year periods or previously reported
figures of STFC for the said quarters.
(2) SFL means Shriram Finance Limited
(3) STFC means Shriram Transport Finance Company Limited
(4) Merged Entities means Shriram Capital Limited and Shriram City Union Finance Limited
Disclosures under Form PAS -4 pursuant to Section 42 and Rule 14 of the Companies (Prospectus and Allotment
of Securities) Rules, 2014.
Sub-Part A
PRIVATE PLACEMENT OFFER CUM APPLICATION LETTER
2. GENERAL INFORMATION
i. Name, address, website (if any) and other contact details of the company indicating both registered
office and corporate office:
Sri Towers, Plot No.14A, South Phase, Industrial Estate, Guindy, Chennai – 600 032
June 30, 1979. Our Company was incorporated as a public limited company under the provisions of the
Companies Act, 1956.
iii. Business carried on by the company and its subsidiaries with the details of branches or units, if
any:
We have successfully diversified our product portfolio, which consists of commercial vehicle loans and
loans to the small enterprise finance segment, two wheeler loans, loans against gold, auto loans, personal
loans and housing finance loans. Within each of these segments, we offer a wide array of products to our
customers. Each of our products differs in terms of the average tenure, average yield, average interest rate
and average size of loan.
As per our Standalone Financial Statements, as of March 31, 2022, our assets under our management
product portfolio comprised of commercial vehicles, passenger vehicles, construction equipment, farm
equipments, two wheelers, MSME loans, gold loans, personal loans and others which constituted 50.24%,
18.24%, 7.74%, 1.87%, 5.58%, 10.29%. 2.41% 3.59 and 0.03%, respectively of our total AUM.
We believe that our diverse revenue streams reduce our dependence on any particular product, thus enabling
us to spread and mitigate our risk exposure to any particular industry, business or customer segment.
As part of our presence in the entire commercial vehicle financing ecosystem, we also provide various types
of working capital loans to our customers for the purchase of vehicle parts, tyres, insurance, repairs, etc. in
connection with the operation of their trucks and other commercial vehicles. We also offer fuel financing.
Our customer base is predominantly first time buyers (“FTB”) and small road transport operators (“SRTOs”),
other commercial vehicle operators and smaller construction equipment operators. We also provide trade finance
to commercial vehicle operators. These customers typically have limited access to bank loans for commercial
vehicle financing and limited credit histories. Our loans are secured by a hypothecation of the asset financed.
Our target customers in the small enterprise finance segment typically consist of self-employed professionals,
wholesale and retail dealers, merchants, builders, small and medium scale manufacturing concerns and service
providers. Typically, customers avail such borrowings to fund their businesses’ expansion and to meet their
working capital requirements. Each small enterprise finance loan is typically customized to suit the requirements
of the customer after having assessed and understood their business model.
Two-Wheeler Loans
Our target customers in this segment typically include salaried and self-employed individuals in rural and semi
urban areas. We also enter into arrangements with OEMs and dealers to offer our financial products to their
potential customers, locally or nationwide, as the case may be.
Personal Loans
In the personal loan segment, we target customer segments that do not have easy access to banks or other modes
of financing for immediate short- or medium-term funding requirements within reasonable time. Customers
typically seek personal loans for medical treatment, education and weddings. Our officials reach out directly to
our personal loan customers and visit them at their doorstep to carry out loan origination and credit evaluation,
so as to ensure speedy processing of loans.
Housing Finance
We provide housing finance loans through our subsidiary Shriram Housing Finance Limited, which is registered
as a non-deposit accepting HFC with the National Housing Bank. We grant housing finance loans for buying,
renovating, extending and improving homes. As on March 31, 2023, SHFL operates through 131 branches.
He joined STFC as an Executive Trainee in 1987. He has been associated with Shriram Group for over 30
years and has shouldered various responsibilities and worked in several key roles of business operations. He
holds a degree in MBA Finance.
Mr. Y S Chakravarti – Managing Director & CEO
Mr. Y. S. Chakravarti, is appointed as Managing Director and CEO of the Company. He holds a degree in
Bachelor of Commerce. He started his career in Shriram Chits Private Limited, Andhra Pradesh (‘Shriram
Chits’) in June 1991 as an executive trainee.
Parag Sharma- Joint Managing Director & CFO
He has over 28 years of experience in finance industry. He joined in 1995 and now heads the Finance
function. He is a qualified Cost Accountant.
S. Sunder- Joint Managing Director
He has over 28 years of experience in finance industry. He joined in 1995 and now heads the Accounts and
Administration function. He is a qualified Cost Accountant.
ii. Names, addresses, Director Identification Number (DIN) and occupations of the directors:
Please refer to Part A of Section 3 of this Shelf Placement Memorandum.
The following are the risks envisaged by the management of the Company relating to the Company, the
Debentures and the market in general. Potential investors should carefully consider all the risk factors stated
in the Shelf Placement Memorandum in relation to the Debentures for evaluating the Company and its business
and the Debentures before making any investment decision relating to the Debentures. The Company believes
that the factors described below represents the principal risks inherent in investing in the Debentures but does
not represent that the statements below regarding the risks of holding the Debentures are exhaustive. The
ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner
indicate the importance of one risk factor over another. Potential Investors should also read the detailed
information set out elsewhere in the Shelf Information Memorandum and reach their own views prior to
making any investment decision.
If any one of the following stated risks actually occurs, the Company’s business, financial conditions and
results of operations could suffer and, therefore, the value of the Company’s Debentures could decline and/or
the Company’s ability to meet its obligations in respect of the Debentures could be affected. More than one
risk factor may have simultaneous effect with regard to the Debentures such that the effect of a particular risk
factor may not be predictable. In addition, more than one risk factor may have a compounding effect which
may not be predictable. No prediction can be made as to the effect that any combination of risk factors may
have on the value of the Debentures and/or the Company’s ability to meet its obligations in respect of the
Debentures.
These risks and uncertainties are not the only issues that the Company faces. Additional risks and uncertainties
not presently known to the Company or that the Company currently believes to be immaterial may also have
a material adverse effect on its financial condition or business. Unless specified or quantified in the relevant
risk factors, the Company is not in a position to quantify the financial or other implications of any risk
mentioned herein below.
Details of default, if any, including therein the amount involved, duration of default and present status, in
repayment of –
Names, designation, address and phone number, email ID of the nodal/ compliance officer of the
Company, if any, for the private placement offer process:
(ii) Secured Rated Listed Redeemable Taxable Principal Protected Market Linked Non-
Convertible Debentures of face value of Rs. 1,00,000 (Rupees One Lakh only) (or any higher
amount as otherwise specified) each.
v) Price at which the security is being Please refer to the summary term sheet set out in the relevant Supplemental Placement
offered including the premium, if any, Memorandum issued with respect to each Tranche/ Series of Debentures.
along with justification of the price
vi) Name and address of the valuer who Not Applicable
performed valuation of the security
offered, and basis on which the price has
been arrived at along with report of the
registered valuer.
vii) Relevant date with reference to which Not Applicable
the price has been arrived at; (Relevant
date means a date at least thirty days prior
to the date on which the general meeting
of the company is schedule to be held)
viii) The class or classes of persons to Please refer to the provisions regarding ‘Who can Apply’ under the Shelf Placement
whom the allotment is proposed to be Memorandum.
made;
ix) Intention of promoters, directors or key
managerial personnel to subscribe to the
offer (applicable in case they intend to
Not Applicable
subscribe to the offer)
[not in case of issue of non-convertible
debentures]
x) The Proposed time within which the Please refer to the summary term sheet set out in the Supplemental Placement Memorandum
allotment shall be completed. issued with respect to each Tranche/ Series of Debentures.
xi) The names of the proposed allottees
and the percentage of post private Not Applicable
placement capital that may be held by
them [not required in case of issue of non-
convertible debentures];
xii) The change in control, if any in the There would be no Change in control post issuance of Debentures.
company that would occur consequent to
the private placement.
xiii) The number of person to whom Allotment Allotment Price Issued Amount No. of
ISIN No.
allotment on preferential basis / private Date Per Debenture (Rs. In Crs) Investors
placement / right issue has already been INE721A07QX8 18-04-2022 10,00,000 700 1
made during the year, in terms of number
INE721A07QY6 25-04-2022 10,00,000 100 1
of securities as well as price.
xv) Amount which the company intends to Upto Rs. 50,00,00,00,000/- (Rupees five thousand crores only)
raise by way of proposed offer of
securities
xvi) Terms of raising of securities: Please refer to the Section 5 of this Shelf Placement Memorandum and Section II/Section III of
Duration, if applicable, Rate of dividend or the Supplemental Placement Memorandum for Non-Convertible Debentures/Market Linked
rate of interest, mode of payment and Debentures.
repayment
xvii) Proposed time schedule for which the Please refer to the summary term sheet set out in the relevant Supplemental Placement
Private placement cum application letter is Memorandum issued with respect to each Tranche/ Series of Debentures
Valid.
xviii) Purposes and objects of the offer Please refer to disclosure on Objects of the Issuer as set out in Section 5 above.
xix) Contribution being made by the Nil
promoters or directors either as part of the
offer or separately in furtherance of such
objects
xx) Principle terms of assets charged as As per
security, if applicable
xxi) The details of significant and material Nil
orders passed by the Regulators, Courts
and Tribunals impacting the going concern
status of the company and its future
operations
Sundaram & Srinivasan KKC & Associates LLP
Chartered Accountants Chartered Accountants
23 C P Ramaswamy Road Level-19, Sunshine Tower,
Alwarpet, Senapati Bapat Marg,
Chennai 600018 Elphinstone Road,
Mumbai, Maharashtra 400013
Independent Auditor’s review report on unaudited standalone quarterly financial results of Shriram Finance
Limited (formerly “Shriram Transport Finance Company Limited”) under Regulation 33 and Regulation 52(4)
read with Regulation 63 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended.
To
The Board of Directors of
Shriram Finance Limited (formerly “Shriram Transport Finance Company Limited")
Introduction
1. We have reviewed the accompanying statement of unaudited standalone financial results of Shriram
Finance Limited (formerly “Shriram Transport Finance Company Limited”) (‘the Company’) for the
quarter ended 30 September 2023 and year to date results for the period from 1 April 2023 to 30
September 2023 (‘the Statement’), being submitted by the Company pursuant to the requirements of
Regulation 33 and Regulation 52(4) read with Regulation 63 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended (‘Listing Regulations’).
2. This Statement, which is the responsibility of the Company's Management and approved by the Board
of Directors of the Company, has been prepared in accordance with the recognition and measurement
principles laid down in the Indian Accounting Standard (‘Ind AS’) 34 ‘Interim Financial Reporting’
specified in section 133 of the Companies Act, 2013, the circulars, guidelines and directions issued by
Reserve Bank of India (‘RBI’) from time to time (‘RBI guidelines’) and other accounting principles
generally accepted in India and in compliance with Regulation 33 and Regulation 52(4) read with
Regulation 63 of the Listing Regulations. Our responsibility is to express a conclusion on the Statement
based on our review.
Scope of Review
3. We conducted our review in accordance with the Standard on Review Engagements (‘SRE’) 2410,
‘Review of Interim Financial Information Performed by the Independent Auditor of the Entity’ issued by
the Institute of Chartered Accountants of India. This standard requires that we plan and perform the
review to obtain moderate assurance as to whether the Statement is free of material misstatement. A
review is limited primarily to inquiries of company personnel and analytical procedures applied to
financial data and thus provides less assurance than an audit. We have not performed an audit and
accordingly, we do not express an audit opinion.
Conclusion
4. Based on our review conducted as above, nothing has come to our attention that causes us to believe
that the accompanying Statement prepared in accordance with the applicable Ind AS and other
recognized accounting practices and policies has not disclosed the information required to be
disclosed in terms of Regulation 33 and Regulation 52(4) read with Regulation 63 of the Listing
Regulations, including the manner in which it is to be disclosed, or that it contains any material
misstatement or that it has not been prepared in accordance with the relevant prudential norms issued
by Reserve Bank of India in respect of income recognition, asset classification, provisioning and other
related matters.
Sundaram & Srinivasan KKC & Associates LLP
Chartered Accountants Chartered Accountants
23 C P Ramaswamy Road Level-19, Sunshine Tower,
Alwarpet, Senapati Bapat Marg,
Chennai 600018 Elphinstone Road,
Mumbai, Maharashtra 400013
Other Matters
5. We draw attention to note 6 of the Statement which states that the Composite Scheme of Arrangement
and Amalgamation (“Scheme”), has been given effect to based on the Appointed date 01 April 2022 as
approved by National Company Law Tribunal which is deemed to be the acquisition date for the
purpose of accounting under Ind AS 103 ‘Business Combinations’. Consequently, figures for the quarter
and six months ended 30 September 2022 presented has been restated. The financial information of
the erstwhile Shriram City Union Finance Limited (“erstwhile company”) for the quarter and six months
ended 30 September 2022 have been reviewed by joint auditors of the erstwhile company whose
reports dated 21 October 2022 have been furnished to us by the management and our conclusion on
the Statement, in so far as it relates to the amounts with respect of this erstwhile company, is based
solely on the reports of the erstwhile joint auditors, as adjusted for the accounting effects of the Scheme
recorded by the Parent (in particular, the accounting effects for Ind AS 103 ‘Business Combination’) and
other consequential adjustments, which have been reviewed by us.
Our conclusion on the Statement is not modified in respect of this matter.
STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR TILE QUARTER AND HALF-YEAR ENDED SEPTEMBER 30, 2023
Rs. in crores
Sr. Particulars Quarter Ended Half-Year Ended Year Ended
No. 30.09.2023 30.06.2023 30.119.2022 30.09.2023 30,09.2072 31.03,2023
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
Resisted - Refer Restated - Refer
Note 6 Note C
Revenue from operations
(i) Interest Income 8,216 56 7,6/17.95 7,094.69 15,904.51 13,874,30 28,607.36
(ii) Dividend Income 145 - 5.34 1.45 6.52 6.52
(iii) Rental Income 0.08 0.09 0,04 0.17 0,08 0,17
(iv) Fees and Commission Income 106,51 66,77 46.22 173.28 117.75 242.61
(v) Net Gain on Fair Value Changes 1.56 71.24 105.40 72.80 158.09 340.07
(vi) Net Gain on Derecognition of Financial Instruments under 112.52 76.85 55.21 189.37 83.96 224.46
Amortised Cost Category
(vii) Other Operating Income 116 82 99.96 101.74 216.78 166.30 350.97
(1) Total Revenue front operations 8,555.50 8,002.86 7,408.64 16,558.36 14,407.00 29,772.16
(II) Other Income 8.95 5,15 9.71 14.10 14.63 30.73
(III) Total Income (1+11) 8,564.45 8,008.01 7,418.35 16,572.46 14,421.63 29,802.89
Expenses
(i) Finance Costs 3,621.86 3,487.54 3,234.24 7,109.40 6,185.82 12,545.76
(ii) Fees and Commission Expenses 104.00 84.27 83.32 188.27 134.89 304.44
(iii) Impairment on Financial Instruments 1,1213.55 878.61 807.59 2,007.16 2,057.28 4,159.17
(iv) Employee Benefit Expenses 790.38 790.39 583.10 1,580.77 1,176.29 2,506.11
(v) Depreciation, Amortization and Impairment 136.78 131,87 54.17 268.65 108.23 524.18
(vi) Other Expenses 430,60 387,71 469.69 818.31 854.97 1,578.34
(IV) Total Expenses 6,212,17 5,760,39 5,322.11 11,972.56 10,517.48 21,61E1.00
(V) Profit Before Exceptional Items and Tax (III - IV) 2,352.28 2,247.62 2,096.24 4,599.90 3,904.15 8,184.89
(VI) Exceptional Items - - - - -
(VII) Profit Before Tax (V +VI) 2,352.28 2,247.62 2,096.24 4,599.90 3,904.15 8,184.89
(VIII) Tax Expense:
(1) Current Tax 808.81 718.07 696.34 1,526.88 1,370.91 2,875.01
(2) Deferred Tax (207.37) (145.89) (155.20 (353.26) (360132) (680.96)
(3) Tax adjustment for earlier years - - .. - 11.50
(IX) Profit fur the period (VII -VIII) 1,750.84 1,675.44 1,555.11 3,426.28 2,894.06 5,979.34
(X) Other Comprehensive Income
(A) (1) Items that will not be reclassified to Profit or Loss
Remeasurement Gain/ (Loss) on Defined Benefit Plan (14.51) (13.20) (0.61) (2731) (10.38) (8,02)
Gaits/ (Loss) on Fair Valuation of Quoted Investments in
Equity Shares (1,45) 14.17 0,98 12.72 (18.68) (11.80)
(ii) Income Tax relating to items that will not be reclassified to
Profit or Loss 4.01 (0,24) (0,10) 3.77 7,31 4.99
Subtotal (A) (11.95) 0.73 0,27 (11.22) (21.75) (14.83)
(B) (i) Items that will be reclassified to Profit or Loss
Cash Flow Hedge Reserve 148.33 (103_56) (33.85) 44.77 (134.74) (14.68)
(ii) Income Tax relating to items that will be reclassified to Profit
or Loss (37.33) 26.06 8.52 (11.27) 33.91 3.69
Subtotal (B) 111.00 (77.50) (25,33) 33.50 (100.83) (10.99)
Other Comprehensive Income for the period (A+11) 99,05 (76.77) (25,06) 22.28 (122.58) (25.82)
(XI) Total Comprehensive Income for the period (IX+X) 1,849,89 1,598,67 1,530.05 3,448.56 2,771,48 5,953.52
(X11) Paid-up Equity Shore Capital (Face Value Rs. 101- per 375.35 374.84 374.43 375.35 374.43 374.43
share)
(XIII) Other Equity 42,932.21
(XIV) Earnings Per Equity Share (Not annualised for the
interim periods)
Basic (Rs.) 46.67 44.73 41.53 91.40 77.29 159.69
Diluted (Rs.) 46.51 44.52 41.37 91.03 77.01 158.99
SI-MIRAN! FINANCE LIMITED (formerly Shriram Transport Finance Company Limited)
CIN: L6519 ITN1979PLC007874
Regd. Office: Sri Towers, 14A, South Phase, Industrial Estate, Guindy, Chennal - 600 032, Tamil Nadu.
Tel. No: +91 44 4852 4666, Fax: +91 44 4852 5666. Website-www.shriramlinance.in, Email-secretarial@shriramfinanee.in
Notes:
3 The above results have been reviewed by the Audit Committee and subsequently approved by the Board of Directors
in their respective meetings held on October 26, 2023.
4 The standalone financial results of the Company have been prepared in accordance with Indian Accounting Standards
Chid AS') notified under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting
Standards) Rules, 2015 as amended from time to time. These standalone financial results together with the results for
the comparative reporting period have been prepared in accordance with, the recognition and measurement principles
laid down in hid AS 34 - Interim Financial Reporting, circulars, guidelines and directions issued by the Reserve Bank
of India (RBI), Regulation 33 and Regulation 52 read with Regulation 63(2) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended and other recognised accounting practices generally
accepted in India.
The significant accounting policies applied in preparation of these standalone financial results are consistent with
those followed in the annual standalone financial statements for the year ended March 31, 2023. These standalone
financial results are available on the website of the Company (www.shriramfinance.in) and on the website of BSE
Limited (www.bseindia.com) and National Stock Exchange of India Limited (www.nseindia.com).
5 The standalone financial results for quarter and half-year ended September 30, 2023 have been reviewed by the
Statutory Auditors.
6 The Hon'ble National Company Law Tribunal, Chennai ("NCLT") had sanctioned the Composite Scheme of
Arrangement and Amalgamation ("Scheme"), inter-alia, involving amalgamation of Shriram Capital Limited (SCL)
(after de-merger of a few undertakings from the said SCL) and Shriram City Union Finance Limited (SCUF) with the
Company under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 vide its order dated
November 09, 2022 read with Corrigendum dated November 17, 2022 to the order effective from appointed date of
the Scheme being April 01, 2022. Accordingly, the figures for the quarter and half-year ended September 30, 2022
had been restated to take the effect of transferor Companies SCUF and SCL and therefore will not be comparable with
the previously reported figures for the same periods.
7 During the quarter the Company allotted 5,10,299 Equity Shares of face value of Rs.10/- each fully paid up at an
exercise price of Rs.193.55 per equity share (including premium of Rs.183.55 per equity share) under the Shriram
Finance Limited Employee Stock Option Scheme 2023 (No.1) on various dates.
8 The Company invoked resolution plans to relieve COVID-19 pandemic related stress to eligible borrowers. The
resolution plans were based on the parameters laid down in the resolution policy approved by the Board of Directors
of the Company and in accordance with the guidelines issued by the RBI on August 6, 2020 and May 5, 2021.
SHRIRAM FINANCE LIMITED (formerly Shriram Transport Finance Company Limited)
CIN: L65191TN1979PLC007874
Regd. Office: Sri Towers, 14A, South Phase, Industrial Estate, Guindy, Chennai — 600 032, Tamil Nadu.
Tel. No: +91 44 4852 4666, Fax: +91 44 4852 5666. Website-www.shriramfinance.in, email-secretarial@shriramfinance.in
Disclosure format prescribed as per the notification no. R131/2020-21/16 DOR.NO.BP.13C/3/21.04.048/2020-21 dated
August 6, 2020 and RBI/2021-22/31/DOR,STR.REC.11 /21.04.048/2021-22 dated May 05, 2021 :
Rs. in crores
Type of borrower (A) (B) (C) (D) (E)
Exposure to Of (A), aggregate Of (A) Of (A) Exposure to
accounts classified debt that slipped amount amount paid accounts
as Standard into NPA during written off by the classified as
consequent to the half-year during the borrowers Standard
implementation of half-year during the consequent to
Resolution Plan — half- year implementation
Position as at the of Resolution
end of the Plan — Position
previous half-year as at the end of
(A) this half-year
Personal Loans 1# 553.52 24.05 1.47 121.93 406.07
Corporate_persons* - - - - -
Of which, MSMEs - - - - -
Others - - - -
Total 553.52 24.05 1.47 121.93 406.07
*as defined in Section 3(7) of the Insolvency and Bankruptcy Code 2016
17 pertains to automobile loans
a Details of transfer through assignment in respect of loans not in default during the half-year ended September 30,
2023:
Particulars As at September
30, 2023
Count of loans accounts assigned 32,064
Amount of loan accounts assigned (Rs. in crores) 1,823.68
Weighted average maturity (in months) 48
Weighted average holding period (in months) 10
Retention of beneficial economic interest (%) 10.00%
Coverage of tangible security 100.00%
Rating wise distribution of rated loans Non Rated
SHRIRAM FINANCE LIMITED (formerly Shriram Transport Finance Company Limited)
CIN: L65191TN1979PLC007874
Regd. Office: Sri Towers, 14A, South Phase, Industrial Estate, Guindy, Chennai — 600 032, Tamil Nadu.
Tel. No: +91 44 4852 4666, Fax: +91 44 4852 5666. Website-www.shriramfinance.in, email-secretarial@shriranafinance.in
b Details of acquisition through assignment in respect of loans not in default during the half-year ended September 30,
2023:
Particulars As at September
30, 2023
Count of loans accounts acquired 1,727
Amount of loan accounts acquired (Rs. in crores) 6.97
Weighted average maturity (in months) 19
Weighted average holding period (in months) 11
Retention of beneficial economic interest (%) 80.00%
Coverage of tangible security 80.09%
Rating wise distribution of rated loans Not rated
c Details of stressed loans transferred during the half-year ended September 30. 2023:
Particulars To ARCs To permitted To other
transferees transferees
No: of accounts 6,731 -
Aggregate principal outstanding of loans transferred (Rs. in crores) 4.82 - -
Weighted average residual tenor of loans transferred (in months) 3.67 - -
Net book value of loans transferred (at the time of transfer) (Rs. in 1.21 - -
crores)
Aggregate consideration (Rs. in crores) 2.46 - -
Additional consideration realized in respect of accounts transferred
in earlier years (Rs. in crores)
Excess provisions reversed to the profit and loss account on - - -
account of sale of stressed loans (Rs. in crores)
d The Company has not acquired any stressed loans during the half-year ended September 30, 2023.
10 The Board of Directors in their meeting held on October 26, 2023 declared interim dividend of 200% (Rs. 201- per
equity share of face value of Rs. 10/- each fully paid up) for the financial year 2023-24. The record date for payment
of interim dividend is November 06, 2023. The interim dividend will be paid to eligible Members on or before
November 25, 2023 subject to deduction of tax at source as per the applicable rate(s) to the eligible shareholders.
11 Pursuant to the final dividend for the financial year 2022.-23 declared by the shareholders at the 44th Annual General
Meeting held on June 23, 2023, the Company paid the final dividend of Rs. 20/- (200%) per equity share of face value
of Rs. 10/- each fully paid up aggregating to Rs.749,67,35,680/- (gross) subject to deduction of tax at source as per the
applicable rate(s) to the eligible shareholders. The record date for payment of final dividend was June 16, 2023 and
the payment was made on July 06, 2023. With this the total dividend for the financial year 2022-23 is Rs. 35/- per
share (i.e. 350%).
12 Information as required by Regulation 52(4) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is attached in Annexure I.
13 The Company's secured non-convertible debentures of Rs. 28,760.08 crores as on September 30, 2023 are secured by
specific assets covered under hypothecation loan agreements and by way of exclusive charge and mortgage of
immovable property and with a cover of 100% and above as per the terms of issue.
SHRIRAM FINANCE LIMITED (formerly Shriram Transport Finance Company Limited)
CIN: L65191TN1979PLC007874
Regd. Office: Sri Towers, 14A, South Phase, Industrial Estate, Guindy, Chennai — 600 032, Tamil Nadu.
Tel. No: +91 44 4852 4666, Fax: +91 44 4852 5666. Website-www.shriramfinance.in, email-secretarial@shriramfinance.in
14 As on September 30, 2023 the security cover available in respect of secured non-convertible debt securities is 1.11
times. The security cover certificate as per Regulation 54(3) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure 2.
15 The Company is primarily engaged in the business of financing and there are no separate reportable segments
identified as per Ind AS 108 - Operating segments.
16 The figures for the previous periods/ year have been regrouped/ rearranged wherever necessary to conform to the
current period presentation. There are no significant regroupings/ reclassification for the quarter under report.
Y. . vat ti
Place: Mumbai Managing Director & CEO
Date: October 26, 2023 DIN: 00052308
Information as required by Regulation 52(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015
Annexure 1
9 Net Profit After Tax (Rs. in crores) 1,750.84 1,675.44 1,555.11 3,426,28 2,894.06 5,979.34
10 Earnings Per Equity Share (Not annualised for the interim
periods)
Basic (Rs.) 46.67 44.73 41.53 91.40 77.29 159.69
Diluted (Rs.) 46.51 44.52 41.37 91.03 77.01 158.99
11 Current Ratio' NA NA NA NA NA NA
15 Total Debts 4 to Total Assets 0.77 0.77 0.79 0.77 0.79 0.78
16 Debtors Turnover 2 NA NA NA NA NA NA
17 Inventory Turnover 2 NA NA NA NA NA NA
19 Net Profit Margin (%) 3 20.44% 20.92% 20,96% 20.67% 20.07% 20.06%
Gross NPA Ratio (%)' 5.79% 6.03% 6.31% 5.79% 6.31% 6.21%
Net NPA Ratio (%) g 2.80% 2.96% 3.32% 2.80% 3.32% 3.19%
NPA Provision Coverage Ratio (%)' 53.10% 52.55% 49.06% 53.10% 49.06% 50.14%
Liquidity Coverage Ratio (%) m 219.57% 202.84% 238.42% 219.57% 238.42% 209.86%
Note
1 Debt-equity ratio = (Debt securities + Borrowings (other than debt securities) + Deposit + Subordinated liabilities)/ (Equity Share Capital + Other equity).
2 The Company is registered under the Reserve Bank of India Act, I934 as Non-Banking Financial Company, hence these ratios are generally not applicable as
per proviso to Regulation 52(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
3 Networth is calculated as defined in section 2(57) of Companies Act 2013.
4 Total debts to total assets - (Debt securities + Borrowings (other than debt securities) + Deposit 4- Subordinated liabilities)/ Total assets.
5 Not profit margin --Net profit after tax/ Total Income.
6 Capital adequacy ratio =Total Capital funds/ Risk weighted assets, calculated as per applicable RBI guidelines.
7 Gross NPA ratio (%) = Gross stage 3 loans/Gross Loans.
8 Net NPA ratio (%) =Net stage 3 loans/(Gross loans - ECL on stage 3 loans) where Net stage 3 loans - Gross stage 3 loans - ECL on stage 3 loans.
9 NPA Provision coverage ratio (%) = ECL on stage 3 loans/ Gross stage 3 loans.
10 Liquidity Coverage Ratio (LCR) is calculated as per circular no. R131/2019-20/88DDR.NDFC.(PD) CC. No. 102/03.10.001/2019-20 dated November 04,
2019 issued by the Reserve Bank of India, As per the said circular, LCR is applicable from December I, 2020.
11 NPA = Non-performing Assets.
SIIRIRAM FINANCE LIMITED (formerly Shriram Transport Finance Company Limited)
C1N: L65191TN1979PLC007874
Regd. Office: Sri Towers, 14A, South Phase, Industrial Estate, Guindy, Chennai — 600 032, Tamil Nadu
Tel. No: +91 44 4852 4666, Fax: +91 44 4852 5666, Website-www.shrirainfinance.in, email-secretarial@shriramfinance.in
Annexure 2
Standalone Security Cover certificate as per Regulation 54(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(Rs. in crores)
A B C D E F G H I 3 K I L I M I N I 0
Particulars Description of Exclusive Exclusive Peri- Passu Pari-Passu Pari-Passu Assets not Elimination (Total Related to only those items covered by this certificate
asset for which Charge Charge Charge Charge Charge offered as (amount in C to I)
this certificate Security negative)
relate Debt for Other Secured Debt for Assets Other assets Debt amount Market Carrying/ Market Carrying Total Value
which this Debt which this shared by on which considered Value for book value for Value for value/ hook (K+ L + M +
certificate certificate pari-passu there is pari- more than Assets exclusive pari-passu value for pail- N)
being issued being issued debt holder passu charge once (due to charged on charge assets charge passu charge
(includes (excluding exclusive Exclusive where market Assets assets where
debt for items plus pari- basis value is not market value
which this Covered in passu charge ascertainable is not
certificate is column F) or applicable ascertainable
issued & or applicable
other debt
with pari-
passu
charge)
Relating to Column F
Book Value Book Value Yes/ No Book Value Book Value
ASSETS
Property, Plant and Freehold Land 0.16 232.80 - 232.96 1.05 - - - 1,03
Equipment and Building
Capital Work-in-Progress - - - - - - - - -
Right of Use Assets 517.49 - 517.49 - - - - -
Goodwill - - - - - 1.406.73 1,406.73 - - - -
Other Intangible Assets - - - - 1,180.01 - 1,180.01 - -
Intangible Assets under - - - - - - - -
Development
Investments - - - - - 9.051.40 - 9,051.40 - - - -
Loans Loans / advances 31,801 49 100,536.90 54,834.40 - 187,172.79 - 31,801.4.9 - - 31,801.49
given (net of
provisions, NPAs
and sell down
portfolio)
Inventories - - - - - - - - - - - -
Trade Receivables - - - 25.46 25.46
Cash and Cash Equivalents - - - 5,640.05 5,640.05 - - -
Bank Balances other than - - - - - 5,035.62 - 5,035.62 - - - -
Cash and Cash Equivalents
Others - - 3.910.01 - 3,910.01 - - - -
Total 3L801.65 100,536.90 - - - 81.833.97 - 214,172.52 1.05 31,801.49 - - 31,802.54
SHRIRAM FINANCE LIMITED (formerly Shriram Transport Finance Company Limited)
ON; L65191TN1979PL0007874
Regd. Office: Sri Towers, 14A, South Phase, Industrial Estate, Guindy, Chennai — 600 032, Tamil Nadu_
Tel. No: *91 44 4852 4666, Fax: +91 44 4852 5666, Website-www.shriramfinance.in, email-secretarial@shriramfinance.in
Annexure 2
Standalone Security Cover certificate as per Regulation 54(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2013
(Rs. in CrOTe5)
A B C D E F G II 1 .1 K I L I M I N I 0
Particulars Description of Exclusive Exclusive Pari- Passu Pari-Passu Pari-Passu Assets not Elimination (Total Related to only those items covered by this certificate
asset for which Charge Charge Charge Charge Charge offered as (amount in C to I)
this certificate Security negative)
relate Debt for Other Secured Debt for Assets Other assets Debt amount Market Carrying/ Market Carrying Total Value
which this Debt which this shared by on which considered Value for book value for Value for value/ book (IC+ L + M +
certificate certificate pari-passu there is pari- morethan Assets exclusive pari-passu value for parr N)
being issued being issued debt holder passu charge once (due to charged on charge assets charge passu charge
(includes (excluding exclusive Exclusive where market Assets assets where
debt for items plus pari- basis value is not market value
which this Covered in passu charge ascertainable is not
certificate is column F) or applicable ascertainable
issued & or applicable
other debt
with pari-
passu
charge)
Relating to Column F
Book Value Book Value Yes/ No Book Value Book Value
LIABILITIES
Debt securities to which this 28,760,08 - Yes - - - 28,760.08 - - - -
certificate pertains
Other debt sharing pari-passu - - - - - - - - - - -
charge with above debt
Notes:
1. We confirm that the Company has complied with the covenants mentioned in the disclosure documents of the Secured redeemable Non-convertible debentures for the half-year ended September 30, 2023.
2. The market value of Rs. 0.02 crore of the Freehold Land is on the basis of certified valuation done on May 23, 2022.
3. The market value of Rs. 1.02 crore of the Building is on the basis of certified valuation done on April 21, 2023.
Sundaram & Srinivasan KKC & Associates LLP
Chartered Accountants Chartered Accountants
23 C P Ramaswamy Road Level-19, Sunshine Tower,
Alwarpet, Senapati Bapat Marg,
Chennai 600018 Elphinstone Road,
Mumbai, Maharashtra 400013
Independent Auditor’s review report on unaudited consolidated quarterly financial results of Shriram
Finance Limited (formerly “Shriram Transport Finance Company Limited”) under Regulation 33 and
Regulation 52(4) read with Regulation 63 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended.
To
The Board of Directors of
Shriram Finance Limited (formerly “Shriram Transport Finance Company Limited”)
Introduction
1. We have reviewed the accompanying statement of unaudited consolidated financial results of Shriram
Finance Limited (formerly “Shriram Transport Finance Company Limited”) (‘the Parent’ or ‘the Company’)
and its subsidiary (the Parent and its subsidiaries together referred to as ‘the Group’) and its share of the net
profit after tax and total comprehensive income of its associates for the quarter ended 30 September 2023
and year to date results for the period from 1 April 2023 to 30 September 2023 (‘the Statement’), being
submitted by the Parent pursuant to the requirements of Regulation 33 and Regulation 52(4) read with
Regulation 63 the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
(‘Listing Regulations’).
2. This Statement, which is the responsibility of the Parent’s Management and approved by the Parent’s Board
of Directors, has been prepared in accordance with the recognition and measurement principles laid down
in the Indian Accounting Standard (‘Ind AS’) 34 ‘Interim Financial Reporting’ prescribed under section 133 of
the Companies Act, 2013 and, the circulars, guidelines and directions issued by Reserve Bank of India (‘RBI’)
from time to time (‘RBI guidelines’) other accounting principles generally accepted in India and in
compliance with Regulation 33 and Regulation 52(4) read with Regulation 63 of the Listing Regulations. Our
responsibility is to express a conclusion on the Statement based on our review.
Scope of Review
3. We conducted our review in accordance with the Standard on Review Engagements (‘SRE’) 2410, ‘Review of
Interim Financial Information Performed by the Independent Auditor of the Entity’ issued by the Institute of
Chartered Accountants of India. This standard requires that we plan and perform the review to obtain
moderate assurance as to whether the Statement is free of material misstatement. A review is limited
primarily to inquiries of company personnel and analytical procedures applied to financial data and thus
provides less assurance than an audit. We have not performed an audit and accordingly, we do not express
an audit opinion.
We also performed procedures in accordance with the circular Issued by the SEBI under Regulation 33(8) of
the Listing Regulations, as amended, to the extent applicable.
Sundaram & Srinivasan KKC & Associates LLP
Chartered Accountants Chartered Accountants
23 C P Ramaswamy Road Level-19, Sunshine Tower,
Alwarpet, Senapati Bapat Marg,
Chennai 600018 Elphinstone Road,
Mumbai, Maharashtra 400013
Conclusion
5. Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the
consideration of the other auditors referred to in paragraph 6 and 7 below, nothing has come to our
attention that causes us to believe that the accompanying Statement prepared in accordance with the
applicable Ind AS and other recognized accounting practices and policies has not disclosed the information
required to be disclosed in terms of Regulation 33 and Regulation 52(4) read with Regulation 63 of the Listing
Regulations, including the manner in which it is to be disclosed, or that it contains any material
misstatement or that it has not been prepared in accordance with the relevant prudential norms issued by
Reserve Bank of India in respect of income recognition, asset classification, provisioning and other related
matters.
Other Matters
6. We did not review the interim financial results of one subsidiary included in the Statement, whose interim
financial results, reflect total assets of Rs. 10,044.21 crores as at 30 September 2023 and total revenues of
Rs. 340.66 crores and Rs. 636.34 crores, total net profit after tax of Rs. 48.22 crores and Rs. 93.86 crores and
total comprehensive income of Rs. 47.74 crores and of Rs. 93.10 crores for the quarter ended 30 September
2023 and for the period from 1 April 2023 to 30 September 2023 respectively, and cash outflows (net) of Rs.
50.96 crores for the period from 1 April 2023 to 30 September 2023, as considered in the Statement. The
Statement also includes the Group's share of net profit after tax of Rs. 2.56 crores and Rs. 3.61 crores and
total comprehensive income of Rs. 2.59 crores and Rs. 3.55 crores for the quarter ended 30 September 2023
and for the period from 1 April 2023 to 30 September 2023 respectively, as considered in the Statement, in
respect of one associate, whose interim financial results have not been reviewed by us. These interim
financial results have been reviewed by other auditors whose reports have been furnished to us by the
Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures
included in respect of these subsidiary and associate, is based solely on the reports of the other auditors and
the procedures performed by us as stated in paragraph 3 above.
Our conclusion on the Statement is not modified in respect of the above matter.
Sundaram & Srinivasan KKC & Associates LLP
Chartered Accountants Chartered Accountants
23 C P Ramaswamy Road Level-19, Sunshine Tower,
Alwarpet, Senapati Bapat Marg,
Chennai 600018 Elphinstone Road,
Mumbai, Maharashtra 400013
7. We draw attention to note 7 of the Statement which states that the Composite Scheme of Arrangement and
Amalgamation (“Scheme”), has been given effect to based on the Appointed date 01 April 2022 as approved
by National Company Law Tribunal which is deemed to be the acquisition date for the purpose of accounting
under Ind AS 103 ‘Business Combinations’. Consequently, figures for the quarter and six months ended 30
September 2022 presented has been restated. The financial information of the erstwhile Shriram City Union
Finance Limited (“erstwhile company”) for the quarter and six months ended 30 September 2022 have been
reviewed by joint auditors of the erstwhile company whose reports dated 21 October 2022 have been
furnished to us by the management and our conclusion on the Statement, in so far as it relates to the
amounts with respect of this erstwhile company, is based solely on the reports of the erstwhile joint
auditors, as adjusted for the accounting effects of the Scheme recorded by the Parent (in particular, the
accounting effects for Ind AS 103 ‘Business Combination’) and other consequential adjustments, which have
been reviewed by us.
Our conclusion on the Statement is not modified in respect of this matter.
STATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND HALF YEAR ENDED SEPTEMBER 30, 2023
New No: 4,
Old N,ptZ3,
C 111104D ,
CPpit NNAI
600 018.
SIERIRAM FINANCE LIMITED (formerly Shri ram Transport Finance Company Limited)
CIN: L65191TN1979PLC0071174
Regd. Office: Sn Towers, 14A, South Phase, Industrial Estate, Guindy, Chennai - 600 032, Tamil Nadu.
Tel. No: +91 44 4852 4666, Fax: +91 44 4852 5666. Website-www.shriramfinance_in, Email-stcrelarial@shriranifinance, in
2 Cash Flow Statement
.• Nevi No: 4, u
en Old 3, .y
* CFeF D, *
n Cris NNAI
-5.,-5, 600 018.
.,..,,..
,9e,
SHRIRAM FINANCE LIMITED (formerly Shriram Transport Finance Company Limited)
CIN: L65191TNI979PLC007874
Regd. Office: Sri Towers, I4A, South Phase, Industrial Estate, Guindy, Chennai — 600 032, Tamil Nadu.
Tel, No: +91 44 4852 4666, Fax: +91 44 4852 5666. Website-www.shriramfinance.in, email-secretarial@shrirandinance.in
3. The above results have been reviewed by the Audit Committee and subsequently approved by the Board of Directors in their respective
meetings held on October 26, 2023.
4. The Consolidated financial results of the Company have been prepared in accordance with Indian Accounting Standards ('Ind AS')
notified under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 as amended
from time to time. These Consolidated financial results together with the results for the comparative reporting period have been prepared
in accordance with, the recognition and measurement principles laid down in Ind AS 34 - Interim Financial Reporting, circulars,
guidelines and directions issued by the Reserve Bank of India (RBI), Regulation 33 and Regulation 52 read with Regulation 63(2) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and other recognised accounting practices
generally accepted in India. These results include results of-
The significant accounting policies applied in preparation of these Consolidated financial results are consistent with those followed in
the annual Consolidated financial statements for the year ended March 31, 2023. These Consolidated financial results are available on
the website of the Company (www.shriramfinance.in) and on the website of BSE Limited (www.bseindia.com) and National Stock
Exchange of India Limited (www.nseindia.com).
5. The consolidated financial results for the quarter and half - year ended on September 30, 2023 have been reviewed by the Statutory
Auditors.
6. The above results include financial results of Shriram Finance Limited (the "Company"), its subsidiary Shriram Housing Finance
Limited, together hereinafter referred to as "the Group" and its associate Shriram Automall India Limited.
7. The Honrble National Company Law Tribunal, Chennai (''NCLT") had sanctioned the Composite Scheme of Arrangement and
Amalgamation ("Scheme"), inter-alia, involving amalgamation of Shriram Capital Limited (SCL) (after de-merger of a few undertakings
from the said SCL) and Shriram City Union Finance Limited (SCUF) with the Company under Sections 230 to 232 and other applicable
provisions of the Companies Act, 2013 vide its order dated November 09, 2022 read with Corrigendum dated November 17, 2022 to the
order effective from appointed date of the Scheme being April 01, 2022. Accordingly, the figures for the quarter and half-year ended
September 30, 2022 had been restated to take the effect of transferor Companies SCUF and SCL and therefore will not be comparable
with the previously reported figures for the same period.
8. During the quarter the Company allotted 5,10,299 Equity Shares of face value of Rs, l0/- each fully paid up at an exercise price of
Rs.193.55 per equity share (including premium of Rs.183.55 per equity share) under the Shriram Finance Limited Employee Stock
Option Scheme 2023 (No.1) on various dates.
SHRIRAM FINANCE LIMITED (formerly Shriram Transport Finance Company Limited)
CIN: L65191TN1979PLC007874
Regd. Office: Sri Towers, 14A, South Phase, Industrial Estate, Guindy, Chennai — 600 032, Tamil Nadu.
Tel. No: +91 44 4852 4666, Fax: +91 44 4852 5666. Website-www.shriramfinance.in, email-secretarial@shrirainfinanee.in
9. The Group invoked resolution plans to relieve COVID-19 pandemic related stress to eligible borrowers. The resolution plans were based
on the parameters laid down in the resolution policy approved by the Board of Directors of the Company and in accordance with the
guidelines issued by the RBI on August 6, 2020 and May 5, 2021.
Disclosure as per the format prescribed as per the notification no. RB1/2020-21/16 DOR.NO.BP.BC/3/21.04.048/2020-21 dated August
6, 2020 and RB1/2021-22/31/DOR.STRREC.1 I /21.04.048/2021-22 dated May 05, 2021 :
(Rs. in crores)
Type of borrower (A) (B) (C) (D) (E)
Exposure to Of (A), Of (A) amount Of (A) amount Exposure to
accounts aggregate debt written off paid by the accounts
classified as that slipped into during the half- borrowers classified as
Standard NPA during the year during the half- Standard
consequent to half-year year consequent to
implementation implementation
of Resolution of Resolution
Plan — Position Plan — Position
as at the end of as at the end of
the previous this half-year
half-year (Al
Personal Loans # 649.15 42.87 1.47 132.70 472.11
Corporate persons* 14.38 - 0.54 13.84
Of which, MSMEs - - - - -
Others - - -
Total 663.53 42.87 1.47 133.24 485.95
*As defined in Section 3(7) of the Insolvency and Bankruptcy Code, 2016.
# pertains to automobile loans.
10. Disclosure pertaining to RBI Master Direction - RBI/DOR/2021-22/86 DOR.STR.REC.51121.04.048/2021-22 Reserve Bank of
India (Transfer of Loan Exposures) Directions, 2021 dated September 24, 2021
a Details of transfer through assignment in respect of loans not in default during the half-year ended on September 30, 2023 (including
PTC and Co lending)
Particulars As at September
30, 2023
Count of loans accounts assigned 34,670
Amount of loan accounts assigned (Rs. in crores) 2,338
Weighted average maturity (in months) 48 to 179.83
Weighted average holding period (in months) 3.95 to 13.72
Retention of beneficial economic interest (%) 10.00%
Coverage of tangible security 48.04 to 100%
Rating wise distribution of rated loans Not Rated
SHRIRAM FINANCE LIMITED (formerly Shriram Transport Finance Company Limited)
C1N: L65191TN1979PLC007874
Regd. Office: Sri Towers, 14A, South Phase, Industrial Estate, Guindy, Chennai — 600 032, Tamil Nadu.
Tel. No: +91 44 4852 4666, Fax: +91 44 4852 5666. Website-www.shriramfinance.in, email-secretarial@shriramfinance.in
b Details of acquired through assignment in respect of loans not in default during the half-year ended on September 30, 2023
Particulars As at September
30, 2023
c Details of stressed loans transferred during the half-year ended September 30, 2023.
d Details of stressed loans acquired by the subsidiary during the the half-year ended on September 30, 2023 -
Particulars Numbers
Aggregate principal outstanding of acquired loans (Rs. Cr) 0,52
Aggregate Consideration paid (Rs. Cr) 0.52
Weighted average residual tenure of loans acquired (months) 267.00
Provision Held (Rs. Cr) 0.21
11. The Board of Directors in their meeting held on October 26, 2023 declared interim dividend of 200% (Rs. 20/- per equity share of face
value of Rs. 10/- each fully paid up) for the Financial Year 2023-24. The record date for payment of interim dividend is November 6,
2023. The interim dividend will be paid to eligible Members on or before November 25,2023 subject to deduction of tax at source as per
the applicable rate(s) to the eligible shareholders.
12. Pursuant to the final dividend for the financial year 2022- 23 approved by the shareholders at the 44th Annual General Meeting held on
June 23, 2023, the Company paid the final dividend of (200%) Rs. 20/- per equity share of face value of Rs. 10/- each fully paid up
aggregating to Rs.7,496,735,680/- (gross) subject to deduction of tax at source as per the applicable rate(s) to the eligible shareholders.
The record date for payment of final dividend was June 16, 2023 and the payment was made on July 06, 2023.
13. Information as required by Regulation 52(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is attached in Annexure 1.
14. The Group's secured non-convertible debentures of Rs. 29,804.38 crores as on September 30, 2023 are secured by specific assets
covered under hypothecation loan agreements and by way of exclusive charge and mortgage of immovable property and with a cover of
100% and above as per the terms of issue.
SHRIRAM FINANCE LIMITED (formerly Shriram Transport Finance Company Limited)
CIN: L65 19 ITN1979PLC00787,1
Regd. Office: Sri Towers, 14A, South Phase, Industrial Estate, Guindy, Chennai — 600 032, Tamil Nadu.
Tel. No: +91 44 4852 4666, Fax: +91 44 4852 5666. Website-www.shriramfinance.in, email-secretarial@shriramfinance.in
15, As on September 30, 2023 the security cover available in respect of secured non-convertible debt securities is 1.10 times. The security
cover certificate as per Regulation 54(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is attached as per Annexure 2.
16. The Company and its subsidiary Shriram Housing Finance Limited are in the business of financing and there are no separate reportable
segments identified as per Ind AS 108-Operating segments. Further its associate is primarily engaged in the business of facilitation
service.
17. The figures for the previous periods have been regrouped/ rearranged wherever necessary to conform to the current period/ year
presentation. There are no significant regroupings/ reclassification for the quarter under report.
V . Chalcr
Place: Mumbai Managing Director & CEO
Date: October 26, 2023 DIN; 00052308
SHRIRAM FINANCE LIMITED (formerly Shrirnin Transport Flounce Company Limited)
CEN: L65191TN1979PLC007874
Regd. Office: Sri Towers, I4A, Smith Phase, Industrial Estate, Guindy, Cliennai - 600 032, Tamil Nadu.
Tel. No: +91 44 4852 4666, Fax: +91. 44 4852 5666. Wetssile-wvAv.sbriramfinanee.in, email-secretarial tashrirarafinance.in
In formal ion ns required by Regulation 52(4) of the Semirli tea and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
Aneesere I
4. Outstanding Redeemable Preference Shares (Quantity) Nil Nil Nil Nil Nil Nil
5. Outstanding Redeemable Preference Shares (Value) Nil Nil Nil Nil Nil Nil
(Rs. in crores)
6. Capital Redemption Reserve (Its. in crows) 53,88 53,88 53.88 53.83 53.88 53.88
7. Debenture Redemption Reserve (Rs. in crores) 419.13 419.13 307.28 419.13 307.28 419.13
9. Net Profit After Tax (Rs. in crores) 1,791.83 1,712,19 1.578.56 3,504.02 2,930,19 6,020.03
IS. Earnings Per Equity Share (Not annualised for the interim
periods)
Basic (Rs.) 47.61 45.53 42.16 93.14 78.26 160.54
15. Total Debts 4 to Total Assets 0.78 0.78 0.73 0.73 0.73 0.78
19. Net Profit Margin (%) 3 20.15% 20.04% 20.79% 20,39% 19119% 19.73%
Net NM Ratio(%) a NA NA NA NA NA NA
Note
I. Debi-equity ratio- (Debt securities + Borrowings (other than debt securities) + Deposit -F Subordinated liabilities)/(Equity Share Capital + Other emiity)
2. The Company is registered under the Reserve Bank of India Act, 1914 as Nen-Banking Financial Company, hence these ratios are generally not applicable as per
proviso to Regulation 52(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Consolidated Security Cover certificate as Der Regulation 543) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015
(Rs. in crores)
A B C D E F G H I J K I L I NI I N I 0
Particulars Description of Exclusive Exclusive Peri- Passu Pari-Passu Pa ri-Passu Assets not Elimination (Total Related to only those items covered by this certificate
asset for which Charge Charge Charge Charge Charge offered as (amount in C to I)
this certificate Security negative)
relate Debt for Other Secured Debt for Assets Other assets Debt amount Market Carrying/ book Market Carrying Total Value
which this Debt which this shared by on which considered Value for value for Value for value/ book (K + L + M +
certificate certificate pari-passu there is pari- more than Assets exclusive pari-passu value for pa ri- N)
being issued being issued debt holder passu charge once (due to charged on charge assets charge passu charge
(includes (excluding exclusive Exclusive where market Assets assets where
debt for items plus pari- basis value is not market value
which this Covered in passu charge ascertainable is not
certificate is column F) or applicable ascertainable
issued Sr or annlicahle
other debt Relating to Column F
Book Value Book Value Yes/ No Book Value Book Value
ASSETS
Property. Plant and Freehold Land 0.16 - 250.26 250.42 105 1.05
Equipment and Building
Capital Work-in- - - -
Progress
Right of Use Assets 579.22 579.22
Goodwill 1,740.94 1,740.94 -
Other Intangible 1,180.93 1,180.93
Assets
Intan6ble Assets - - -
under Development
Investments 7,916.85 7,916.85 -
Loans Loans / advances 32,881,81 100,536.90 62,648.98 196,067.69 37,081 SI 32.831.81
given (net of
provisions, NPAs
and sell down
portfolio)
Inventories - - -
Trade Receivables 25.46 25.46 -
Cash and Cash 6,016.63 6,016.63 -
Equivalents
Bank Balances other 5,142.66 5,142.66 -
than Cash and Cash
Equivalents
Others 4,440.16 4,440.16 -
Total 32,881.97 100,536.90 - - - 89,942.09 - 223,360.96 1.05 32,881.8l - - 32,882.86
SHRIRAM FINANCE LIMITED (formerly Shriram Transport Finance Company Limited)
ON: L651917191979PLC007874
Regd. Office: Sri Towers, 14A, South Phase, Industrial Estate, Guindy, Chennai — 600 032, Tamil Nadu.
Tel. No: *91 44 4852 4666, Fax: +91 44 4852 5666. Website-www.sluiramfmance.in, email-secretarial@stuiramfinance.in
Annex-lire 2
Consolidated Security Cover certificate as per Regulation 54(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(Rs. in cores)
A B C D E F G H I J K I L I M I N 1 0
Particulars Description of Exclusive Exclusive Pari- Passu Pari-Passu Pari-Passu Assets not Elimination (Total Related to only those items covered by this certificate
asset for which Charge Charge Charge Charge Charge offered as (amount in C to I)
this certificate Security negative)
relate Debt for Other Secured Debt for Assets Other assets Debt amount Market Carrying/ book Market Carrying Total Value
which this Debt which this shared by on which considered Value for value for Value for value/ book (K + L + M 4-
certificate certificate pari-passu there is pari- more than Assets exclusive pari-passu value for pari- N)
being issued being issued debt holder passu charge once (due to charged on charge assets charge passu charge
(includes (excluding exclusive Exclusive where market Assets assets where
debt for items plus pari- basis value is not market value
which this Covered in passu charge ascertainable is not
certificate is column F) or applicable ascertainable
issued & or applicable
other debt Relating o Column F
BOO k Value Book Value Yes/ No Book Value Book Value
LIABILITIES -
Debt securities to 29,804.52 - - 29,804.52 -
which this certificate
Other debt sharing pari - - -
passu charge with
above debt
Other Debt 10,702.42 2,067.94 12,77036 -
Subordinated debt 4,522.12 4,522.12 -
Borrowings 85,883.27 - 85,883.27 -
Bank - - -
Debt Securities - - -
Others 40,802.04 40,802.04
Trade payables 346.33 346.33 -
Lease Liabilities 656.12 656.12 -
Provisions 263.17 263.17 -
Others 1,699.68 1,699.68 -
Total 29.804,52 96,585.69 - - - 50,357.40 176.747,61 - - - - -
Cover on Book Value 1.10
Cover on Market
Value
Exclusive 1.10 Pari-Passu -
Security Security
Cover Ratio Cover Ratio
Notes:
I. We confirm that the Company has comp ied with the covenants mentioned in the disclosure documents of the Secured redeemable Non-convertible debentures for the period ended September 30, 2023.
2. The market value of Rs. 0.02 crore of the Freehold Land is on the basis of certified valuation done on May 23, 2022.
3. The market value of Rs. 1.02 crore of the Building is on the basis of certified valuation done on April 21, 2023
New No.4, Old No. 23,
Srinivasan C.P. Ramaswamy Road
CHARTERED ACCOUNTANTS Alwarpet, Chennai - 600 018
2498 8762
Offices : Chennai - Mumbai - Bangalore - Madurai Telephone 2498 8463
4210 6952
E-Mail sundaramandsrinivasan1948@gmail.com
yessendes@sundaramandsrinivasan.com
Website : www.sundaramandsrinivasan.com
Date
To
The Board of Directors
Shriram Finance Limited (formerly known as "Shriram Transport Finance Company
Limited")
1. This Certificate is issued in accordance with the terms of our engagement letter dated 27
June 2023 with Shriram Finance Limited (formerly known as "Shriram Transport Finance
Company Limited") ('the Company')
2. We, Sundaram & Srinivasan, Chartered Accountants are the Joint Statutory Auditors of the
Company and have been requested by the Company to certify the Book Value of Assets of
the Company contained in the Statement of Security Cover and compliance with the
covenants for the period ended and as at 30 September 2023 (herein referred together as
"the Statement").
The Statement is prepared by the Company from the unaudited books of account and other
relevant records and documents maintained by the Company as at 30 September 2023
pursuant to the requirements of Master Circular no. SEBI/HO/DDHS-
PoDl/P/CIR/2023/109 dated March 31, 2023 issued by the Securities and Exchange Board
of India in terms of Regulation 54 read with regulation 56(1)(d) of the Securities and
Exchange Board of India (Listing Obligations mid Disclosure Requirements) Regulations,
2015 and Regulation 15(1)(t) of Securities and Exchange Board of India (Debenture
Trustees) Regulations, 1993 (hereinafter referred together as "the SEBI Regulations") as
amended, for the purpose of submission to Debenture Trustee of the above mentioned
Listed Non-Convertible Debentures. The responsibility for compiling the information
contained in the Statement is of the Management of the Company and the same is initialled
by us for identification purposes only.
Management Responsibility
3. The preparation of the Statement is the responsibility of the Management of the Company,
including the preparation and maintenance of all accounting and other relevant supporting
records and documents. This responsibility includes the design, implementation and
maintenance of internal control relevant to the preparation and presentation of the
Statement and applying an appropriate basis of preparation; making estimates that are
reasonable in circumstances.
8. We conducted our examination of the statement on a test check basis in accordance with
Guidance Note on Reports or Certificates for Special Purposes (Revised 2016) issued by
we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
9. We have complied with the relevant applicable requirements of the Standard on Quality
Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical
Financial Information and Other Assurance and Related Services Engagements issued by
the ICAI.
Conclusion
10. Based on the procedures performed as referred to in paragraph 7 above and according to
the information and explanations provided to us by the Management of the Company,
nothing has come to our attention that causes us to believe that:
a. the Book Values as contained in the Statement of Security Cover have not been
accurately extracted and ascertained from the unaudited books of account of the
Company for the period ended and as at 30 September 2023 or that the computation
thereof is arithmetically inaccurate.
b. The company, during the period ended 30 September 2023, has not complied, in all
material respects, with the covenants in respect of the listed NCDs of the Company
outstanding as at 30 September 2023 as mentioned in the statement.
Restriction on use
11. This certificate is issued for the purpose of submission by the Company to the National
stock exchange of India Limited, BSE Limited and its Debenture Trustees pursuant to the
SEBI Regulations and should not be used, referred to or distributed for any other purpose
or by any person other than the addressees of this report. Accordingly, we do not accept or
assume any liability or any duty of care for any other purpose or to any other person to
whom this certificate is shown or into whose hands it may come without our prior consent
in writing.
P Menakshi Sundaram
Partner
M. No.: 217914
UDIN: 23217914BGWPIQ8409
Place: Chennai
Date: 26 October 2023
SHRIRAS1 FINANCE LIMITED (formerly Shrirnat Trmispor1 Finance Conipnny Limited)
CRP L65 191TN1970PLC110787.1
Regd. Office: Sri Towers. I4A, South Phase, Industrial Estate, Goindy, Chennal -6111032, Tamil Nadu.
Tcl. No: +91 41 4852 4666, Fos: +91 44.1852 5666. Wcbsitc-ussiwshrinindinanco.in. email sceretarialk(shrilandinanceAn
Standalone Security Cover certificate as per Regulation 54(31 of the Scruiritie nod Exchong Board or Ind a (Listing Obligations and Disclosure Rer aireineors) Regulations, 2915
J.,- ...---,
A B C D E l G H I J K 1 L I hl I N I 0
Particulars Description of Exclusive Exclusive Parr- Prism Pari-Pasm Part-Passu Assels1101 Elimination (Total Related to only those items covered by this certificate
assel far which Charge Charge Charge Charge Charge offered as (amount in C to It
this cerlificate Security negative)
relate
Debt for Other Scoured Debi fur Assets shored Other assets Debt 0010001 klarkell Carrying/ Market Carrying Total Value
which this Debt which this by pari-passu on whirls eounide.d Vabre for book value for Value for valuel book Ii( + L + 81+
rertilicate certificate debt holder there is purl- more Ilion Assets exclusive pari-passo volute for port- N)
being issued being issued (includes passu charge once flue to charged on charge assets charge !Mal charge
debt for (excluding exclusive Exclusive 'ACM market Assets assets where
which this items plus pad- basis value is not market value
canal-kale is Covered in pilaw charge ascerlainable isnot
Issued Se column Ft at applicable [Keel-Minable
other debt or applicable
with pari-
gesso
charge)
Relating to Column P
Rook Value Book Value Yes/ No Book Value Book Value
ASSETS
Property, Plant and Freehold Land sad 016 - - - • 232.0 - 232,96 1.95 - - - 1,65
Equipment Building
Capital Work-in-Progress - - - - - - - • - -
Right of Use Mods - - - - 517,49 - 517.19 - - -
Goodwill - - - - - 1,496_73 1,406.73 - - -
Other Intangible Assets - - - 1,180.01 - 1,100.111 - - • - -
Intangibte Assets 1111111CS - - - - -, - - - - -
Development
-Investments - - - - - 9,051.40 - 9,051.40 - - - -
Lome 1.13335 I advances 31,801.49 1181:536.90 - - 54.834.40 - 187,172.79 - 31,811149' - - 31,13131.49
ghat (net of
provisions, NPAs
and sell down I
portfolio)
irivailbrl. - - • - - - ... • -• •
Trade Reccisahlos - 25.46 - 25,46 - , - - -
Cash and Cash Equivalents - - - - - 5,640.115 5,640.05 - - - -
Bank Balances other than' - - - - 5035.62 - 5,035,62 • - - - -
Cosh and Cnsh Equivalents i
Standalone Security Corea certificate as per Regulative 5413) of the Securities and Exchange Board of India (Listing Obligation. and Disclosure Rea tirenientil Hearth:dinars, 2015
A 11 C I) F F C H I a K I L J hE I N I 0
Particulars Description of Exclusive Exclusive Part- Pansy Pari-Passu Pari-Passa Assets 1101 Eli111111111i011 (1.0[01 Related ta only those Reins covered by ibis certificate
asset for which Charge Charge Charge Charge Charge offered as (amount in C toll
this certificate Security negative}
relate Debt for Other Secured Debt for Assets shared Oilier easels Debt 111110101i Market Carrying) Market Carrying Total Value
which. this Debt whirls this by pari-passu 011 which considered Votue for hook value for Value for value/ hook 11( .1. L .81 0
certificate certificate debt holder there is pari- more 011111 Assets exclusive pad-paxsu value for pari- N)
being issued being mimed 11111C1111iPS passu charge once (due to charged on charge easels charge passu charge
debt for (excluding exclusive Exclusive where market Assets assets where
which this items plus pari- Finds value is nut market value
ecrtiliretc is Covered in passu charge ascertainable is not
issued & column F1 or implicithle ascertainable
other debt or applicable
with pai 1-
passa
charge)
Relating to Column F
Book Value- Book V111110 Yes, No Book Value Book Value
LIABILITIES -
Debt securities to which this 28,760.08 Yes - 28,760.08 - - - -
certificate pertains
Other debt sharing pari-passu - - - - - - • - -
charge 'with ribose debt
Notes'
L 1Voconfinn that the Company has complied wi h the cot coon, mentioned in the disclosure documents Mac Secured redeemable Non-convertible debentures for the hal year elided Sc tember 311, 2023.
2. ilic market mine of Rs. 11.02 crore of the Freehold bond is on he basis of ccrti led rnblolian done on May 23, 2022,
3. The niati,,cl value of Rs. 1.02 croon of the Building is on She basis- ofeedified thation done on Apra 21, 21123. 1/
S. Chakrovarli
Place: hturobei Managing Director & CE
MSC' October 26, 21123 DIN: 1141052308